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El.En.

Interim / Quarterly Report Oct 8, 2025

4393_rns_2025-10-08_691f7ff2-dcbb-4ced-beb7-e1fba769d1d3.pdf

Interim / Quarterly Report

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Half Yearly Financial Report as of 30th June 2025

EL.EN. S.P.A.

Headquarters in Calenzano (FI) – Via Baldanzese no.17 Share capital underwritten and fully paid: € 2.607.406,75(*) Registered with the Florence Business Register under no. 03137680488

(*) At the approval date of this document

This document has been translated into English for the convenience of readers who do not understand Italian.

The original Italian document should be considered the authoritative version.

The financial statements constitute a non-official version which is not compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815.

CORPORATE BOARDS OF THE PARENT COMPANY

(as of the approval date of the half-yearly financial report as at 30 June 2025)

Board of Directors
-- -- --------------------
CHAIRMAN AND MANAGING DIRECTOR
Gabriele Clementi

MANAGING DIRECTOR

Andrea Cangioli

BOARD MEMBERS

Fabia Romagnoli

Michele Legnaioli

Alberto Pecci

Roberta Pecci

Giovanna D'Esposito

Board of Statutory Auditors

CHAIRMAN

Carlo Carrera

STATUTORY AUDITORS

Paolo Caselli

Rita Pelagotti

Executive officer responsible for the preparation of the financial statements pursuant to It. Law 262/05

Enrico Romagnoli

Executive officer responsible for the preparation of the sustainability statement pursuant to It. Legislative Decree 125/24

Caterina Delibassis

Independent Auditor

EY S.p.A.

Half-yearly financial report as at 30 June 2025

EL.EN. GROUP

HALF-YEARLY MANAGEMENT REPORT

EXPLANATORY NOTES

1.1 Adoption of international accounting standards

The half-yearly financial report as at 30 June 2025, approved by the Board of Directors on 10 September 2025, prepared in consolidated form pursuant to art. 154-ter of It. Legislative Decree of 24 February 1998 no. 58 (TUF) and subsequent amendments and additions, has been prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and approved by the European Union.

The acronym"IFRS" also includes the International Accounting Standards (IAS) still in force, as well as all interpretative documents issued by the International Financial Reporting Interpretations Committee (IFRIC).

This report, prepared in accordance with the provisions of IAS 34 – Interim Financial Reporting, adopted the same accounting policies adopted in the preparation of the consolidated financial statement as at 31 December 2024, with the exception of the international accounting standards that came into force from 1 January 2025, illustrated in the Explanatory Notes – paragraph "Accounting standards and accounting policies".

All of the amounts are expressed in thousands of Euro, unless indicated otherwise.

1.2 Description of the group's activities

Founded in 1981 on an idea by a University professor and one of his students, El.En. has developed over the years into a structured and dynamic industrial group specialised in the production, research and development, distribution and sale of laser systems.

The laser, acronym of "Light Amplification by Stimulated Emission of Radiation", a fascinating technology invented in 1960, is the technological core of the group. This light emission with such particular characteristics (mono-chromaticity, coherence, brightness) has an ever growing number of applications which have given rise to actual industrial sectors and have radically changed the way other sectors operate. Telecommunications, sensor technology, printers, lithography, atmospheric sensing, advanced vision systems, numerous industrial manufacturing processes, and numerous medical and aesthetic applications have benefited from innovations made available by the versatility, precision, and reliability of laser systems. Scientific research and applied industrial research will still find innovative applications for laser technology, which we will take advantage of both directly and indirectly.

Among the variety of types of laser sources and applications developed to date, the group has specialised in producing systems for two sectors: laser systems for medicine and aesthetics, which we call the Medical sector, and laser systems for manufacturing processes, which we call the Industrial sector. Each of the two sectors includes a variety of differentiated segments for the specific application of the laser system, and therefore for the specific underlying technologies and for the type of user. As a result, the group's business, generically defined as production of laser sources and systems, includes a considerable variety of products catering for many types of customers, also by virtue of the global presence of the Group that leads it to adapt to the peculiarities of every region of the world in using our technologies.

Over time, the group has taken on the current structure by setting up new companies and taking over others. The activities are conducted by this structured group of companies that operates in the production, research and development, distribution and sale of laser systems. Specific business units, sometimes referring to a single geographic market, sometimes to a particular product niche, and sometimes to a more extensive and cross-cutting scope of activity across technologies, applications, and geographic markets, are managed by dedicated operating structures and companies. The activity of all group companies is coordinated by the parent company so that adequate resources are made available for the individual business segments to better serve the target markets, taking advantage of the dynamism and flexibility of the individual business units without losing the advantages of coordinated management of certain resources.

The comprehensive offer and the ability to segment certain markets in order to maximise the total share held by the group, together with the opportunity of involving managerial skills in their capacity as minority shareholders, underlies the corporate structure of the group. The number of member companies must always be related to the linear division of the business, which we identify, for reporting but above all for strategical purposes, as follows:

MEDICAL SECTOR INDUSTRIAL SECTOR
Aesthetic Cutting
Surgical Marking
Physiotherapy Laser sources
Medical Service Restoration
Industrial Service

The sale of systems is associated to the after-sales service, essential support to installation, maintenance and correct use of our laser systems and significant source of revenues for spare parts, consumables and technical assistance services. The sale of surgical consumables, specifically sterile optical fibre optics used in urology surgeries, is becoming increasingly important in post-sales revenues.

The structure of the group into numerous companies also reflects the strategy of product distribution and of organisation of research and development and marketing activities. In the medical sector, the strategy for integrating companies acquired or established over the years (Deka, Asclepion, Quanta System and Asa) has followed a distinctive and original approach for our industry: each of these group companies has maintained its own specific identity based on its core developed technologies and product range—along with brands and distribution networks independent of other group companies—thereby constituting a fully-fledged business unit with its own strategic and market positioning. Furthermore, each company has been able to take advantage of the cross fertilisation offered by each research hub, making their elective technologies available also to the other companies in the group. This strategy, despite presenting certain management complexities, has driven the group's growth, making it, in its articulated structure, one of the most important entities in the medical laser applications market. While recognising the vital role the multi-brand and multi-R&D approach has played in the group's growth, we also see the need for increasingly close coordination among the activities of our medical sector business units. This involves promoting joint activities, particularly in distribution where circumstances permit. For example, in Italy, the "Renaissance" brand unites Deka, Quanta System and Asclepion within a single organisation, while in the DACH region Asclepion has established distribution networks also dedicated to selling Quanta System and Deka systems.

Although laser technology is a common factor, as several strategical components and some R&D and production activities are shared, the two sectors - Medical and Industrial - target very different markets. The activities that they perform are organised so as to meet the profoundly different customer requirements of the two sectors. Furthermore, each market features specific dynamics of the demand and growth expectation linked to different key factors.

The medium-term growth forecasts are positive for both sectors. The medical sector sees an ever increasing demand for aesthetic and medical treatments by a population that, on average, is getting older and which seeks to limit the effects of ageing. There is also a growing demand for technologies that can minimise operating and hospitalisation times in some surgical procedures or that can enhance their effectiveness, reducing their impact on the patient (minimal invasiveness) and overall costs. For the industrial sector, laser systems are an ever more essential tool for manufacturing, making flexible and innovative technologies available for companies competing on international markets and who want to raise their quality standards and increase productivity. Therefore, while still operating in the traditional manufacturing market, laser systems constitute a high-tech component that, thanks to ongoing innovation in laser products and the processes that lasers make possible, continues to present promising growth prospects.

Half-yearly financial report as at 30 June 2025

Generally, considering the excellent growth outlook of the target markets on the medium and long-term, the group is able to acquire market shares and to create new application niches thanks to innovation. The breadth of our product range and our ability to continuously innovate—adapting to meet existing market needs or, better still, creating new ones—are our critical success factors. El.En. Group was and still is able to excel in this business. The section dedicated to research and development documents and bears witness to its importance in the group's activities and to the great attention paid in allocating the appropriate resources needed to guarantee the prosperity of the group in years to come.

1.3 Description of the group

As at 30/06/2025, the structure of the group is as follows:

1.4 Alternative non-GAAP measures

El.En. Group uses certain alternative non-GAAP measures that are not identified as accounting measures within the IFRS, to allow for a better assessment of the group's performance. Therefore, the determination criterion applied by the group might not be consistent with that adopted by other groups and the balance obtained might not be comparable with that determined by the latter.

These alternative non-GAAP measures, determined in accordance with the Guidelines on Alternative Performance Measures issued by ESMA (ESMA/2015/1415) and adopted by CONSOB in communication no. 92543 of 3 December 2015, relate only to the performance of the accounting period covered by this document and of the comparative periods.

The Group uses the following alternative non-GAAP measures to assess the economic performance:

  • value of production: determined by the sum of revenues, the variation in finished goods, semi-finished goods, work in progress and capitalisation and other income;
  • gross margin: which is an indicator of the margins of sales determined by adding the entry "Other operating services and charges" to the Added Value;
  • added value: determined by adding the entry "Staff costs" to the EBITDA;
  • the earnings before income taxes, devaluations, depreciations and amortizations or "EBITDA": it is an operational performance indicator and is determined by adding the entry "Depreciation, amortization and other accruals" to the EBIT;
  • the earnings before interest and income taxes, or "EBIT", represents the difference between revenues and other income, production costs, other operating costs and depreciation, amortization and other accruals;
  • the impact that the various entries of the income statement had on revenue.

The group uses the following alternative non-GAAP measures to assess its ability to meet financial obligations:

  • the net financial position understood as: cash and cash equivalents + securities included in current assets + current financial receivables - current financial debts and liabilities - non-current financial liabilities - other non-current payables (prepared in line with the ESMA Guidelines which, as of 5 May 2021, amended the references contained in previous CONSOB communications, including the references in Communication no.DEM/6064293 of 28-7-2006 on net financial position).

1.5 Performance indicators

The following performance indicators were identified to provide additional information on the group's capital, financial and income structure:

30/06/25 30/06/24
Profitability Ratios (*):
ROE
(Net Income / Own Shareholders' Equity)
9,8% 16,5%
ROI
(EBIT / Total Asset)
9,9% 10,0%
ROS
(EBIT / Sales)
12,1% 13,7%
Capital structural ratios:
Investments Flexibility ratio
(Current Asset / Total Asset)
0,64 0,80
Indebtedness
(Total liabilities / Total asset)
0,42 0,48
Leverage
((Net Equity+ Loans) / Net Equity )
1,10 1,23
Current Ratio
(Current Asset / Current Lability)
2,86 1,90
Current liability coverage
((Current receivables + Cash & cash equivalent +
Investments) / Current liabilities)
1,78 1,19
Quick ratio
((Cash & cash equivalent + Investments) / Current liabilities)
0,84 0,51

(*) For interim periods, the income statement amounts have been annualised.

For a clearer view of the table above and in the light of the provisions on alternative non-GAAP measures, we consider it appropriate to give the following definition referring to the financial statements:

  • Own Shareholders' Equity = Group's shareholders' equity – Net income (loss)

1.6 Comment on current performance

The first half of 2025 closed for the group with a good increase in consolidated revenue, which exceeded 285 million euros (+5,11%), confirming the positive trend of the first quarter. Consolidated EBIT amounted to 34,6 million euros, equal to 12,1% of revenue, compared to 37,3 million euros recorded in the first half of 2024. The result from continuing operations shows a further decline due to negative exchange rate differences and the extraordinary item of approximately 5 million euros that had contributed to the 2024 result. The net income attributable to the group, however, was impacted by the higher loss from discontinued operations and stands at 17,9 million euros, down from 27,3 million euros in 2024.

It should be pointed out that the businesses being sold, which, as described in other sections of this report, were subsequently sold in July 2025, are the group companies operating in China in the metal cutting laser systems sector, headed by Penta Laser Zhejiang.

Revenue trends were positive in both sectors, both the medical sector (+5,7%) and the industrial sector (+3,7%), and overall were in line with expectations for the period.

In the medical sector, system sales showed good growth in all main segments, and in particular for surgical applications. Sales of consumables and after-sales services remained very satisfactory, driven in particular by sales of disposable fibre optics for surgical applications, which kept service revenue growth above 5% despite the loss of revenue from service contracts by the Japanese company Withus, whose majority stake was sold in February 2025.

In the industrial sector, the Cutting segment (which no longer includes the Chinese companies) maintained growth of over 6%, thanks to the excellent sales results of the Brazilian subsidiary and also to the inorganic contribution of Nexam, a company dedicated to the manufacture of automation systems for Cutlite laser systems, the majority of which was acquired at the beginning of 2025. Lasit also performed well in the marking segment, with the increased weight of its branches, while Ot-las and El.En.'s industrial division fared less well, as evidenced by a reduction in revenue for sources for industrial applications. After-sales service revenue remained stable.

As for the EBIT, the contribution of the medical sector remains predominant and is consolidated, maintaining operating profitability on sales in the sector above 15%. The result improved for most of the business units operating in the sector, Deka, Quanta, Asa, Esthelogue, with only the German company Asclepion marking a slowdown compared to the results of the previous half-year. The industrial sector, however, recorded an overall decline in EBIT: within this sector, only the area headed by Lasit, engaged in the market for identification marking systems, managed to improve its EBIT in the first half of the year compared to 2024. The cutting sector must contend with a still sluggish Italian market, while the new European distribution and sales subsidiaries and the newly-acquired Nexam - which brings its automation expertise to the group - are unable to make a positive contribution to profitability at this stage. Other industrial sector activities, such as the production of medium-power sources by El.En. and the decorative marking systems offered by Ot-las, are experiencing a slowdown in the market.

In the medical sector, the aesthetics market continues to show a highly favourable trend for anti-ageing applications, both for those based on fractional CO2 technology (Tetra Pro) and those using other wavelengths (Red Touch Pro), or other energy sources (Onda Pro), or ultrashort pulses (Discovery Pico). The success of anti-ageing systems has helped offset the decline in sales in the main application segment, hair removal, which continues to experience weak demand. Of the surgical applications, urology systems are once again recording a significant increase in turnover, consolidating Quanta System's global leadership. The continuous expansion of the installed base also makes it possible to broaden the user base and thus drive the consumption of sterile fibre optics—a consumable whose sales volume is becoming increasingly significant, exceeding 20 million euros in the first six months of 2025. Asa's performance in physiotherapy has also been very satisfactory, thanks to significant incremental innovations in the range of products offered, a more widespread and effective coverage of international markets, and the relaunch of sales in Italy.

The half-year results presented in the previous paragraphs reveal an overall favourable market situation in the medical sector, with a level of demand not comparable to the intensity of 2022, but still favourable, thanks above all to the continuous product innovation that allows group companies to be optimally positioned as innovation leaders. It is thanks to the results achieved in innovation and the marketing and training support that accompany the sale of our systems in all markets that our operating structures have managed to remain attractive to customers despite the uncertainties and macroeconomic difficulties of recent months. From this perspective, our customers are experiencing improved credit access conditions thanks to the easing of pressure on interest rates, while the negative impact on

markets resulting from the wars in Ukraine and Palestine appears to have become a constant condition to which the market has somehow adapted. As producers of capital goods, which represent a medium-term investment for our customers, often very significant from a financial standpoint, we find ourselves in more favourable conditions during economic phases with less uncertainty and low interest rates, two elements that contribute significantly to the decision to invest in our technologies.

Sales on the US market, the group's most significant foreign market in both the industrial and medical sectors, are now in an unprecedented position, driven by the introduction of tariffs that currently stand at 15% and apply to all our products. The combined effect of the introduction of tariffs and the weakening of the US dollar entails, all other things being equal, an increase in costs for our customers and a decrease in revenue and margins for us. US sales performance in the first six months was satisfactory, as was order intake, but it is difficult to assess how our businesses will be impacted in the coming quarters and in the medium term. Our objective is to overcome these difficulties through the quality of our products and the commercial relationships we have built over the years, leveraging the unique and differentiated nature of our offering to maintain a high perceived value among our customers.

Cash flows for the period resulted in a reduction of approximately 21 million in the net financial position, also due to dividends paid for approximately 18,6 million euros, fixed investments of approximately 9,8 million euros, and temporarily tied-up liquidity investments of approximately 6 million. The seasonally expansive trend of the various components of working capital led to a cash absorption, in the six months, of approximately 20 million euros. As at 30 June, the net financial position was approximately 90 million euros.

As for the Chinese business being sold, operating performance in the first half of the year saw a further decrease in revenue that is approximately 38 million euros, but also a reduction in the operating loss. Net income was significantly impacted by the write-down of the stake in KBF, the Shenzhen-based company in which a controlling equity investment had been acquired at the end of 2022 and which was impacted by the disappointing performance of the electric vehicle battery market. Information on the transfer is provided in the relevant section of this report.

During the first half of the year, the group continued its sustainability efforts, which are also one of the performance indicators relevant to the incentive systems of Management and certain executives, with a primary focus on improving reporting, reducing indirect emissions, and strengthening supply chain monitoring. The group is also working to enhance its internal controls over sustainability reporting by consolidating its existing safeguards. It should be noted that the 2024 financial year was El.En. Group's first reporting year in accordance with It. Legislative Decree of 6 September 2024 no. 125, which transposes the European Directive CSRD 2022/2464 and includes the information required by Regulation (EU) 2020/852 (Taxonomy Regulation).

The 2023–2027 Sustainability Plan, now in its third year of implementation, was supplemented at the end of last year with some specific and measurable objectives, aligned with the most recent European regulatory provisions, with particular reference to the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). The Plan continues to focus on strategic issues, such as the fight against climate change, the circular economy, the promotion of a responsible supply chain, the development of human capital, and contributions to local communities, reaffirming El.En. Group's commitment to sustainable development in which environmental and social responsibility are an integral part of the business model.

The following table breaks down the revenue in the first six months of 2025 in the work sectors of the group, compared with the similar breakdown for the same period in the previous financial year.

30/06/2025 Inc % 30/06/2024 Var %
Medical 206.131 72,24% 195.069 71,86% 5,67%
Industrial 79.205 27,76% 76.402 28,14% 3,67%
Total revenue 285.336 100,00% 271.471 100,00% 5,11%

Consolidated revenue increased by approximately 5%.

From the perspective of the geographical distribution of revenue, the performance of the period is shown in the following tables:

30/06/2025 Inc % 30/06/2024 Inc % Var %
Italy 55.500 19,45% 50.702 18,68% 9,46%
Europe 87.036 30,50% 75.663 27,87% 15,03%
Row 142.800 50,05% 145.106 53,45% -1,59%
Total revenue 285.336 100,00% 271.471 100,00% 5,11%

Medical sector

30/06/2025 Inc % 30/06/2024 Inc % Var %
Italy 22.283 10,81% 16.822 8,62% 32,46%
Europe 66.954 32,48% 59.501 30,50% 12,53%
Row 116.895 56,71% 118.745 60,87% -1,56%
Total revenue 206.131 100,00% 195.069 100,00% 5,67%

Industrial sector

30/06/2025 Inc % 30/06/2024 Inc % Var %
Italy 33.217 41,94% 33.879 44,34% -1,95%
Europe 20.082 25,35% 16.162 21,15% 24,25%
Row 25.906 32,71% 26.361 34,50% -1,73%
Total revenue 79.205 100,00% 76.402 100,00% 3,67%

Revenue growth in Italy was entirely driven by the medical sector, while in the industrial sector, despite strong order intake, which bodes well for the rest of the year, overall revenue growth failed to match the already poor results seen in the first half of 2024. In European markets, growth has instead rewarded industrial companies that are progressively structuring their direct distribution network, with Lasit branches, some of which are almost fully operational, in Poland, the United Kingdom, Germany, Spain, and from 2025, France, and Cutlite branches recently launched in Spain, Germany, and Poland. Revenue in the rest of the world declined slightly in both sectors, penalised in the industrial sector by lower demand from the American market, and in the medical sector by the difficult performance of the Middle Eastern market.

Within the medical and aesthetic systems sector, which represents over 72,2% of the group's revenue, the sales performance of the various segments is shown in the following table:

30/06/2025 Inc % 30/06/2024 Inc % Var %
Aesthetic 113.444 55,04% 110.408 56,60% 2,75%
Surgery 42.527 20,63% 37.291 19,12% 14,04%
Physiotherapy 8.213 3,98% 7.705 3,95% 6,59%
Others 617 0,30% 651 0,33% -5,24%
Total medical systems 164.802 79,95% 156.056 80,00% 5,60%
Medical service 41.329 20,05% 39.013 20,00% 5,94%
Total medical revenue 206.131 100,00% 195.069 100,00% 5,67%

The table shows positive results in the main application segments.

The trend in aesthetics was positive, especially in Italy, in the application segment of rejuvenation (anti-ageing) performed with CO2 mini-ablative technology, in Deka systems for anti-ageing treatments for the body and face, the Onda Pro system and the Red Touch Pro system. The excellent performance in these application sectors enabled us to record growth despite the drop in revenue in hair removal applications and also in anti-ageing and tattoo removal applications performed with pico and nanosecond pulse systems.

Sales of surgical systems are continuing to accelerate, with the urology segment continuing to lead the way with its applications for benign prostate hyperplasia and stone removal. Sales for surgical applications of CO2 lasers also showed a positive trend in ENT and gynaecology.

The growth rate for therapy systems, a business segment led by Asa di Vicenza, remains above 5%. It thus begins a financial year in which it expects to sustain this promising growth.

The decline in the residual "others" sector is solely due to sales in the dental sector on the US market, which are still slowed by the reorganisation of our distributor's structure.

In medical service revenue, we report the services and goods sold after the sale of the systems. The contribution to this income item comes from sales of fibre optics used as consumables in urological surgery, which exceeded 50% of the segment's income in the first half of the year. The exit from the consolidation perimeter of the Japanese company Withus will result in an inorganic revenue loss for the service sector equal to approximately 8% of the service income achieved in the first quarter of 2025.

In this regard, it should be noted that Quanta System is starting the construction of a new and larger clean room dedicated to the production of fibre optics at its Samarate plant, to increase the production capacity of this medical device.

For the sector of industrial applications, the following table details the revenue according to the market segments the group works in.

30/06/2025 Inc % 30/06/2024 Inc % Var %
Cutting 54.747 69,12% 51.556 67,48% 6,19%
Marking 13.482 17,02% 13.238 17,33% 1,84%
Laser sources 1.707 2,15% 2.289 3,00% -25,45%
Conservation 316 0,40% 311 0,41% 1,62%
Total industrial systems 70.253 88,70% 67.395 88,21% 4,24%
Industrial service 8.952 11,30% 9.007 11,79% -0,61%
Total Industrial revenue 79.205 100,00% 76.402 100,00% 3,67%

Revenue in the industrial sector has returned to growth, both overall and in systems sales.

The recovery in the main segment, that of cutting, has a positive impact on the results of the entire sector. The expected recovery of Cutlite Penta on the Italian market is materialising in cutting and the Brazilian branch has recorded a brilliant performance. Lasit and its subsidiaries also performed very well in the identification marking sector, recording growth of more than 10% in the first half of the year. However, other companies operating in the industrial sector were less successful, as evidenced by lower revenue from sources and overall growth in the marking sector, which is growing but at a modest rate.

Service sales were flat for the half-year but are expected to increase in the second half of the financial year.

The performance of the restoration sector—more accurately described as the conservation of artistic heritage remained stable, albeit on a small scale. The group's technologies enable conservation that respects the historical authenticity of each work, enhancing its original beauty and ensuring its usability for future generations.

Recently, our technologies contributed to the important restoration project carried out by the "La Venaria Reale" Conservation and Restoration Centre on the golden throne of the Royal Palace of Naples. Much of the surface cleaning was carried out using a laser, which allowed the thin golden metal sheet covering the wooden throne to regain an unexpected, lost luminosity.

1.7 Consolidated income statement as at 30 June 2025

Below we present the consolidated income statement for the period ended 30 June 2025, compared to that of the same period in the previous financial year.

Income Statement 30/06/2025 Inc % 30/06/2024 Inc % Var %
Revenue 285.336 100,0% 271.471 100,0% 5,11%
Change in inventory of finished goods and WIP (2.003) -0,7% 7.485 2,8%
Other revenues and income 3.336 1,2% 4.533 1,7% -26,40%
Value of production 286.669 100,5% 283.488 104,4% 1,12%
Purchase of raw materials 134.156 47,0% 143.276 52,8% -6,37%
Change in inventory of raw material 22 0,0% (5.594) -2,1%
Other direct services 26.280 9,2% 25.975 9,6% 1,17%
Gross margin 126.211 44,2% 119.831 44,1% 5,32%
Other operating services and charges 30.943 10,8% 28.118 10,4% 10,04%
Added value 95.268 33,4% 91.713 33,8% 3,88%
Staff cost 53.045 18,6% 48.334 17,8% 9,75%
EBITDA 42.223 14,8% 43.379 16,0% -2,66%
Depreciation, amortization and other accruals 7.574 2,7% 6.115 2,3% 23,87%
EBIT 34.649 12,1% 37.264 13,7% -7,02%
Net financial income (charges) (2.662) -0,9% 30 0,0%
Share of profit of associated companies (205) -0,1% 29 0,0%
Other net income and charges (56) 0,0% 4.971 1,8%
Income (loss) before taxes 31.726 11,1% 42.294 15,6% -24,99%
Income taxes 10.408 3,6% 11.695 4,3% -11,00%
Income (loss) from Continuing operations 21.318 7,5% 30.600 11,3% -30,33%
Income (loss) from Discontinued operation (4.046) -1,4% (3.152) -1,2% 28,38%
Income (loss) for the financial period 17.272 6,1% 27.448 10,1% -37,08%
Income (loss) of minority interest (660) -0,2% 151 0,1%
Net income (loss) 17.932 6,3% 27.297 10,1% -34,31%

The gross margin stood at 126.211 thousand euros, up 5,3% from 119.831 thousand euros as at 30 June 2024. With sales margins stable at around 44%, the increase in the margin is primarily due to higher sales volumes.

It should also be noted that, in the first half of 2024, the group recorded other income due to insurance refunds and government reimbursements received for damage suffered in the November 2023 flood in Campi Bisenzio, amounting to approximately 1,9 million euros, equal to 0,7% of the revenue for the first quarter of 2024. In the first half of 2025, profitability was also supported by income of approximately 1,4 million euros, or approximately 0,5% of revenue, thanks to a contribution from the German company Asclepion. Net of this non-recurring income, sales margins improved by almost one percentage point of sales in 2025, attributable to the improved sales mix in the medical sector.

Other operating services and charges amounted to 30.943 thousand euros, up from 28.118 thousand euros as at 30 June 2024, with the percentage of revenue increasing from 10,4% to 10,8%. Among the cost items that led to the increase in costs in the quarter, in addition to expenses for promotion and sales, we highlight the group's commitment to adopting and implementing IT systems designed for a more streamlined, proactive, and modern management of production, reporting, and sales, while also being equipped with the necessary redundancies and protective measures to minimise the risk of disruption.

Staff costs, which stand at 53.045 thousand euros, were up by 9,7% from 48.334 thousand euros as at 30 June 2024, with an increasing ratio to revenue (17,8% in the first six months of 2024, 18,6% in the first six months of 2025). The notional staff costs for stock options and stock grant amounted to 1.077 thousand euros in the period, compared to 1.014 thousand as at 30 June 2024.

As at 30 June 2025, the group has 2.108 employees, up on 2.080 as at 31 December 2024. Of these, as at 30 June 2025, 700 refer to Penta Laser Zhejiang, the majority of which was sold in July as described in the relevant section of this report.

A considerable amount of staff costs is absorbed by research and development, for which the group also receives funds and reimbursements of expenses in view of specific contracts signed with the appropriate bodies.

EBITDA amounted to 42.223 thousand euros, down 2,7% from 43.379 thousand euros as at 30 June 2024. The incidence of revenue decreases from 16% in 2024 to 14,8% in 2025.

Amortisation, depreciation and accruals costs increased, going from 6.115 thousand euros on 30 June 2024 to 7.574 thousand euros on 30 June 2025, and their effect on turnover rose from 2,3% to 2,7%. This change is due to the effect of higher amortisation/depreciation and provisions for risks, net of lower provisions for credit risks. During 2024, Asclepion had reversed approximately 1,6 million euros relating to the other risks fund following the resolution of some disputes.

EBIT showed a positive balance of 34.649 thousand euros, down from 37.264 thousand euros in the first half of 2024, with an incidence on revenue decreasing from 13,7% to 12,1%.

Financial charges amounted to 2.662 thousand euros compared to the financial income of 30 thousand euros recorded in the same period of the previous financial year. Specifically, the financial income generated from liquidity was approximately 1,7 million euros, while interest expense on debt amounted to approximately 880 thousand euros. Exchange rate differences showed a significantly negative balance, equal to 2,4 million euros, mainly due to the exchange rate of the US dollar and of the Chinese RMB. Further negative exchange rate differences of 985 thousand euros were recorded following the release of the currency translation reserve resulting from the sale of the majority stake in the Japanese subsidiary Withus. This release reflects the amount of exchange rate differences accumulated over the years in a specific equity reserve and is particularly negative due to the recent performance of the Japanese yen.

It should be noted that the item Other net income and charges in 2024 included the financial income recognised following the elimination of the financial liability that had been recorded in previous financial years due to the former minority shareholder of Penta Laser Zhejiang Co., Ltd for 40 million RMB (approximately 5 million euros), to be paid pursuant to the earn-out clause envisaged by the sales contract if an IPO of Penta Laser Zhejiang Co., Ltd were carried out within 5 years from the purchase date.

The exit of private equity funds from their equity investment in Penta Laser Zhejiang during 2024 has made it impossible to complete the company's IPO on the Chinese market.

The income (loss) before taxes features a positive balance of 31.726 thousand euros, lower than the 42.294 thousand euros of 30 June 2024.

The tax burden for the period shows a total charge of 10,4 million euros: income taxes for the half-year were calculated based on the best estimate of the expected tax rates for 2025.

The overall tax rate for the period is approximately 32,8%, up from 27,7% in the same period of the previous financial year.

The first half of the year closed with a net income attributable to the group of 17.932 thousand euros, down from 27.297 thousand euros as at 30 June 2024.

INCOME (LOSS) FROM DISCONTINUED OPERATIONS

The contribution to the net income (loss) for the period of the Chinese activities being sold is negative by approximately 4 million euros. The loss of approximately 4,9 million is due to the write-down of the equity investment in KBF of Shenzhen, of which Penta Laser had acquired control at the end of 2022, whose results were below expectations due to the lack of rapid development of the electric vehicle battery market. Despite a further reduction in revenue, EBIT did not show any losses.

1.8 Consolidated statement of financial position and net financial position as at 30 June 2025

The reclassified statement of financial position below shows a comparative assessment with that of the previous financial year.

Statement of financial position 30/06/2025 31/12/2024 Variation
Intangible assets 4.548 4.692 (143)
Tangible assets 81.070 77.623 3.447
Equity investments 2.094 2.011 84
Deferred tax assets 11.585 11.299 285
Other non-current assets 14.088 7.612 6.476
Total non current assets 113.385 103.237 10.149
Inventories 168.943 172.394 (3.451)
Accounts receivable 121.961 117.982 3.979
Tax receivables 14.710 13.820 889
Other receivables 11.388 11.402 (14)
Financial instruments 12.972 10.017 2.955
Cash and cash equivalents 118.277 147.470 (29.193)
Total current assets 448.250 473.085 (24.835)
Assets held for sale 139.333 164.399 (25.067)
Total Assets 700.969 740.721 (39.753)
Share capital 2.607 2.604 3
Additional paid in capital 48.079 47.822 257
Treasury stock (2.065) (79) (1.986)
Other reserves 138.556 123.625 14.931
Retained earnings / (accumulated deficit) 178.180 159.435 18.745
Net income / (loss) 17.932 51.613 (33.682)
Group shareholders' equity 383.288 385.021 (1.732)
Minority interest 22.992 25.782 (2.789)
Total shareholders' equity 406.281 410.802 (4.521)
Severance indemnity 5.147 4.981 166
Deferred tax liabilities 2.574 2.973 (399)
Reserve for risks and charges 8.110 8.117 (7)
Financial debts and liabilities 18.742 23.498 (4.756)
Other non current liabilities 1.200 1.186 14
Total non current liabilities 35.773 40.755 (4.982)
Financial liabilities 21.807 23.246 (1.439)
Accounts payable 83.505 90.550 (7.045)
Income tax payables 4.394 3.667 728
Other current payables 47.186 53.227 (6.041)
Total current liabilities 156.892 170.690 (13.798)
Liabilities directly associated with the assets held for sale 102.022 118.474 (16.451)
Total Liabilities and Shareholders' equity 700.969 740.721 (39.753)

Net financial position 30/06/25 31/12/24
A Cash and cash equivalents 118.277 147.470
B Cash equivalents
C Other current financial assets 13.454 11.020
D Liquidity (A + B + C) 131.731 158.490
E Current financial debt (18.502) (19.858)
F Current portion of non-current financial debt (3.305) (3.389)
G Current financial indebtedness (E + F) (21.807) (23.246)
H Net current financial position (D + G) 109.924 135.244
I Non-current financial debt (7.253) (13.500)
J Debt instruments (11.489) (9.998)
K Non-current trade and other payables (1.200) (1.186)
L Non-current financial indebtedness (I + J + K) (19.943) (24.684)
M Net Financial Position (H + L) 89.982 110.559

The net financial position recorded a decrease of approximately 20,6 million, from 110,6 million as at 31 December 2024 to 90 million as at 30 June 2025.

As shown in the following chart, the increase in NWC (net working capital), a physiological feature for the group in the first half of the year, absorbed approximately 10 million euros; approximately the same amount was absorbed by the change in other payables and receivables, including the decrease in advances received from customers and the increase in VAT credits from the tax authorities. Investments amounted to 9,8 million euros, in addition to 6 million euros for investments in liquidity through insurance policies, which are classified as financial assets due to their underlying time horizon. Dividends distributed by the parent company and some subsidiaries in May total approximately 18,6 million euros.

* Nopat =Ebit-Income tax

No significant cash flows from non-recurring or extraordinary transactions were recorded during the period. It should also be noted the balance as at 30 June 2025 of the fair value of liquidity invested in insurance-type financial instruments which, by their nature, require recognition among non-current financial assets, is equal to 13,7 million euros, of which in El.En. Spa for 4,5 million euros and Deka Mela for 7,2 million euros and Quanta System for 2 million, and that, during the semester, each of the three subscribed investments for 2 million euros for a total of 6 million euros. Being medium-term liquidity investments, these amounts do not form part of the net financial position.

**D&A= Depreciation, Accruals and Devaluation

***NWC= Net Working Capital

1.9 Subsidiary results

El.En. S.p.A. controls a group of companies operating in the same laser macro sector, each of which has its own application niche and a particular function in the market.

The table below summarises the performance of El.En. S.p.A. subsidiaries. The following section provides brief supplementary notes on the activities of the individual companies, followed by a commentary on the results for the first half of the 2025 financial year.

Revenue Revenue Variation EBIT EBIT Income
(loss) for the
financial
period
Income (loss)
for the
financial
period
30/06/25 30/06/24 30/06/25 30/06/24 30/06/25 30/06/24
El.En. S.p.A. 71.956 68.461 5,11% 8.586 9.465 22.188 21.187
Ot-Las S.r.l. 1.085 1.350 -19,63% (452) 437 (823) 5.307
Deka Mela S.r.l. 47.923 37.199 28,83% 2.792 1.453 2.651 1.586
Esthelogue S.r.l. 6.579 6.584 -0,08% (110) (445) (103) (411)
Deka Sarl 2.491 2.817 -11,57% 78 214 73 211
Lasit S.p.A. 13.680 13.633 0,34% 1.733 1.672 1.254 1.272
Quanta System S.p.A. 85.127 81.133 4,92% 18.796 18.258 13.072 13.284
Asclepion GmbH 34.215 32.954 3,83% 963 2.760 964 1.689
ASA S.r.l. 8.786 7.887 11,40% 939 628 563 447
BRCT Inc. 0 0 0,00% (5) (4) 52 (11)
With Us Co., Ltd(*) 1.465 5.702 -74,31% (648) (1.861) (655) (2.282)
Cutlite do Brasil Ltda 9.165 3.294 178,23% 970 27 582 (61)
Pharmonia S.r.l. 66 - 0,00% 15 (40) 13 (30)
Deka Japan Co., Ltd 958 959 -0,10% 184 96 101 75
Penta Laser Zhejiang Co., Ltd(**) 38.247 42.874 -10,79% (5.205) (2.245) (4.327) (1.984)
Merit Due S.r.l. 43 41 4,88% 22 19 16 14
Cutlite Penta S.p.A. 53.882 56.949 -5,39% 1.848 5.164 676 3.084
Galli Giovanni & C. S.r.l. 537 532 0,94% 51 54 30 33
Lasit Laser Polska 1.184 861 37,51% 3 (240) 2 (242)
Lasit Laser Iberica, S.L. 965 479 101,46% 117 (22) 86 (22)
Lasit Laser Deutschland GmbH 1.257 1.146 9,69% 12 40 9 31
HL S.r.l. 100 267 -62,55% 281 (90) 237 (73)
Lasit Laser Uk Ltd 419 122 243,44% 31 (129) 21 (127)
Cutlite Penta USA, Inc. - - 0,00% - - - -
Nexam S.r.l. 1.176 - 0,00% (531) - (543) -
Cutlite Poland sp. z o.o 0 - 0,00% (14) - (14) -
Lasit Laser France Sas 43 - 0,00% (124) - (125) -
Cutlite Penta Iberica SL 251 - 0,00% 113 - 87 -
Cutlite Deutschland GmbH - - 0,00% (39) - (27) -

(*) consolidated data up to 28/02/2025

El.En. S.p.A.

The parent company El.En. S.p.A. develops, designs, manufactures and sells laser sources and systems for sale and use in two main markets: the medical/aesthetic market and the industrial market. In both sectors, it also provides a series of after-sales services, providing customers with technical assistance, spare parts, and consultancy.

El.En. S.p.A. has pursued an expansion strategy over the years by establishing or acquiring numerous companies that have become its business partners in specific product or geographical markets. The activities of the group's companies are coordinated by defining supply relationships, selecting and overseeing management, establishing partnerships in research and development, and providing financing through equity contributions, interest-bearing loans, or the extension of trade credit.

(**) data from the China sub-consolidation which includes the results of the companies: Penta Laser Zhejiang Co., Ltd, Penta Laser (Wuhan) Co., Ltd, Penta Laser Technology (Shandong) Co., Ltd. E Shenzhen KBF Laser Tech Co., Ltd.

Coordination plays a significant role, also due to the fact that most of El.En.'s revenue is generated by its subsidiaries as customers and involves the commitment of significant managerial and financial resources. A significant portion of the company's resources are allocated to supporting the group's activities.

The activities of El.En.S.p.A., as in previous years, were carried out at the Calenzano (FI) headquarters and the local unit in Castellammare di Stabia (NA).

In the first half of 2025, revenue returned to growth, exceeding 71 million in turnover. The slight decline in EBIT was caused, despite the increase in gross margin, by the effect of a more rapid growth in expenses, both for staff and for operating expenses related to business management, especially sales. Forecasts for the second half of the year outline the possibility of a further recovery, despite the ongoing difficulties in the industrial sector.

In May 2025 El.En. Spa paid its shareholders a dividend of 0,22 euros per share, for a total outlay of approximately 18 million.

Deka M.E.L.A. S.r.l.

Since the 1990s, Deka has been the natural commercial outlet for the systems developed and produced by El.En. in Calenzano and is now its main distribution channel, both for Italy and abroad. DEKA is the most prestigious and widespread brand of laser applications for medicine and aesthetics in the Italian market, a leadership that has been reinforced with the launch of the Renaissance brand under which the group has also brought together the distribution in Italy of the medical systems produced in the group by Quanta System and Asclepion. Internationally, the Deka brand is recognised as a major industry player and frequently wins awards for the quality of the systems it brings to market. Deka operates in the fields of dermatology, aesthetics and surgery, using a consolidated network of direct distribution agents in Italy and highly qualified distributors selected and renewed over time for international exports.

Deka's organisation, both in Italy and in the international network, is a visible and recognised presence, synonymous with product innovativeness, a professional offering, and excellent performance of the laser systems. A solid competitive position on which the group is counting to build its further growth, thanks to its ability to market new products through its well-established and effective distribution network.

The results for the first half of 2025 are very good, with extraordinary growth in revenue (29%) and EBIT (92%), thanks above all to the success of the anti-ageing systems on international markets, and the record result of distribution in Italy. These foundations therefore set the stage for a record year in 2025, both in terms of revenue and profits.

Ot-Las S.r.l.

Ot-Las designs and produces laser marking systems with a CO2 source for the decoration and processing of large-area surfaces made of various materials. The majority of its systems are supplied by the parent company El.En. with galvanometric scanning systems and medium-power CO2 laser sources.

Continuing to suffer from the weakness of the Italian market and the crisis affecting the high-end clothing textile manufacturing industry, revenue in 2025 decreased compared to the previous year, and EBIT did not break even.

Ot-las is also the controlling holding company of the group's sheet metal laser cutting companies. As at 30 June, it still held 78,46% of Penta Laser Zhejiang, which in turn controls 100% of the Chinese companies Penta Laser Wuhan, Penta Laser Shandong and 60% of KBF of Shenzhen. In 2024 Ot-las reacquired 100% of Cutlite Penta Srl, which was later transformed into a joint-stock company. These significant equity and related investments characterize Ot-las' financial structure, which partially financed the acquisitions with medium-term debt, significantly increased in 2024 due to the repurchase of Cutlite for 24,7 million euros financed by medium-term debt to El.En. Spa.

The Company's income (loss) for the period, in addition to recording an operating loss, is also affected by the high financial charges weighing on the aforementioned loans, and therefore closes with a net loss. With the proceeds from the sale of the majority stake in Penta Laser, the financial situation will be partially rebalanced, and with it the resulting financial charges.

Cutlite Penta S.p.A.

Cutlite Penta is dedicated to the laser cutting systems segment, with a structure that carries out the activities of development, design, production and sales. Established to operate as an integrator of the power laser sources produced by the parent company El.En.S.p.A. on systems for plastic and die-cutting applications, today Cutlite has shifted the centre of gravity of its activity to the manufacture of laser cutting systems for sheet metal, for which it uses laser sources based on what is known as 'fibre' technology, made available by high-quality manufacturers who have, in effect, turned the fibre laser source into a commodity.

Cutlite was quick to integrate the advantages of the new technology into its systems, and subsequently to adapt the performance of its systems to the evolving technologies available and the needs of the market. It has achieved great success thanks to its range of systems with an excellent price/performance ratio, benefiting from a positioning advantage as an innovator. The rapid growth was supported by major investments to increase production capacity and by a consolidation of the workforce - which is now approaching 200 employees, particularly for the essential operational functions of testing, installation and after-sales service called upon to manage an increasing number of installed systems. The operational activity, based on entirely Italian infrastructure, personnel and technologies, is today mainly carried out in the plant located in Prato, where it was transferred in 2019.

Sales trends in 2025 remained weak, especially in Italy. In 2024 Cutlite Penta has began establishing a European distribution network by setting up foreign branches, Cutlite Poland in Poland, Cutlite Iberia in Spain and Cutlite Deutschland in Germany, whose contribution will also be tangible in income in the coming quarters.

The contribution from Nexam is also expected to materialise in the future. A controlling stake in this company was acquired in early 2025 to enhance capabilities in developing and integrating automation for laser systems. Meanwhile, Cutlite and its subsidiary are still absorbing the losses typical of their business's start-up phase. Due to the circumstances described above, EBIT for the first six months showed a decline compared to the comparative period, in a transition year, both due to the launch of European distribution and the separation from the controlling interest in Penta Laser Zhejiang. Lastly, the subsidiary Cutlite Penta Usa Inc. is intended to be a holding company in the United States.

Penta Laser Zhejiang Co., Ltd Penta Laser (Wuhan) Co., Ltd, Penta Laser Technology (Shandong) Co., Ltd. e Shenzhen KBF Laser Tech Co. Ltd

The majority stake in the group's companies operating in the sheet metal laser cutting sector in China was sold at the beginning of July to the Chinese company YOFC, as detailed in the press releases issued in this regard.

In the half-yearly consolidated financial statement, the net result from the divested companies is presented in accordance with IFRS 5 under the line item "Income (Loss) from Discontinued Operations". This result, negative by approximately 4,3 million euros, is profoundly influenced by the write-down of the value of the equity investment in Shenzhen KBF Laser Tech Co. Ltd, net of which it would have essentially broken even.

Quanta System Spa

Founded as a scientific research centre for photonics applications and part of the group since the early 1990s (controlled since 2004), Quanta celebrated its 40th anniversary in July. A life in which it has put its extraordinary technical and scientific skills to good use by creating sophisticated laser systems for aesthetic medicine and surgery, establishing itself as one of the most dynamic and relevant companies in the sector.

In particular, in the urology segment, it holds important market shares worldwide.

Today, Quanta System offers a range of premium laser systems for aesthetic applications, based on ultrashort pulse (nano- and picosecond) technologies. It also provides leading surgical systems that utilise holmium laser technology, a field where the company has become a key reference on the global stage for systems used in stone removal (lithotripsy) and benign prostate hyperplasia (BPH).

Quanta System's results in 2025 remain very satisfactory and exceed those of the previous financial year, both in terms of revenue (+5% to approximately 85 million) and EBIT (+3% to approximately 18,8 million), confirming the forecasts for another year with very solid results.

Lasit S.p.A.

Specialising in the design, manufacture, and sale of marking systems for identification and traceability, it carries out the production and development of its products at its Torre Annunziata (NA) headquarters.

The systems conceived and produced by Lasit are used in manufacturing processes for the identification of products, parts and assemblies, an increasingly common need in today's manufacturing world which is grappling with ever more

stringent product and component traceability requirements. Laser marking systems, with their operational flexibility and low environmental impact, can meet this need with maximum effectiveness.

Lasit's machine shop, which includes numerous state-of-the-art numerical control systems as well as laser cutting systems for sheet metal, is also a qualified in-house supplier for the rest of the group.

Technological and application development activities have enabled Lasit to expand its product range with ultrashort pulse systems and specific wavelengths that enable specific processes on different materials.

Lasit's operations are experiencing rapid growth, fuelled by increased production capacity at its new, large facility adjacent to its historic Torre Annunziata headquarters, where production and research operations have been reorganised. This growth is also supported by the benefits of the company's internationalisation, which is being achieved through foreign sales subsidiaries, which are accelerating growth in international markets thanks to greater proximity and thus improved customer service. Distribution and service branches have been launched in Poland, Spain, Germany, the United Kingdom, and France. The first branches are now beyond the start-up phase and are beginning to contribute not only to sales volumes but also to profitability. Lasit and its subsidiaries posted excellent first-half turnover growth of over 10% and even better EBIT and net income, paving the way for a strong performance for the entire 2025 financial year.

Asclepion Laser Technologies GmbH

Founded as Asclepion-Meditec and later becoming the aesthetic division of Carl Zeiss Meditec, Asclepion has been part of El.En. Group since 2003 when it was taken over by Zeiss. From its forty employees at the time, the company has developed and gradually gained a significant position in the market for laser systems for medical and aesthetic applications, and is today one of the group's three business units active in the sector. Today Asclepion employs more than 200 employees and operates in its own modern plant with ample space for customer and staff training.

Being based in Jena, the cradle of photonics worldwide and a vibrant cluster of companies and start-ups active in the world of electro-optics, is a major advantage for Asclepion, both in terms of its high-tech image and the actual ease of access to very proactive environments in the basic and complementary technologies required to realise our systems. Asclepion is today an authoritative market reference, especially for the two laser technologies in which it excels: diode

(semiconductor) laser system technology for hair removal and erbium laser technology for dermatology.

More recent involvement in the surgical sector has seen Asclepion develop high quality products for urology applications with Holmium and Tullium technology, achieving excellent results in terms of equipment technical performance in this branch as well. Laser systems are marketed under the Jenasurgical brand name.

The performance in the first six months showed an increase in revenue, which was interesting but less than expected. In light of the increase in costs, resulting from the intensification of activities in the technical area and the growing commercial expenses for product promotion, profitability was penalised and showed a decline compared to the previous financial year. At present, it appears unlikely that a recovery in profitability will be achieved in the second half of the year.

With Us Co Ltd

With Us Co. For years, it served as a distributor of El.En. and Deka products in the Japanese aesthetic sector. In recent years, competition in the local market has not left much room for products of European origin, and With Us has concentrated on the sale of services and consumables to its large installed base, and on the distribution of locally manufactured accessories and small equipment for beauty salons. Intense competition in the hair removal sector and the financial and operational crisis of Withus's most important customer led to significant losses in 2024. There was an absolute necessity to radically overhaul the company's scope of operations, even in ways inconsistent with its current activities and those of the group. This prompted the decision to sell the majority stake to our local partners, a transaction that was completed in February 2025.

ASA S.r.l.

Since its establishment, Asa of Vicenza has operated in the field of physiotherapy by developing and manufacturing a line of low- and medium-power semiconductor lasers. Through its range of products and its ability to provide specialised training, ASA empowers its customers to fully leverage the benefits of these technologies in their core applications. With its own research and development function dedicated to the realisation of semiconductor systems and an advanced laboratory for research and clinical trials (ASA Campus), ASA also makes use of Nd:YAG technology systems

manufactured by the parent company El.En.S.p.A. and distributes them worldwide, as well as contributing to the definition of product specifications and new application protocols.

The start of 2025 was promising, with improvements in both turnover and profitability, in line with the development plan, which aims to improve on the 2024 results in 2025.

Other companies, medical sector

Deka Sarl distributes Deka and Quanta brand medical systems in France. Its presence ensures direct and valuable brand positioning in the French market and in French-speaking North African countries. The company is headquartered in Lyon and has recently moved to a new, more functional facility, suited to its ambitions for growth. Also due to a law in France that penalises the use of certain aesthetic medicine technologies by doctors, turnover decreased in the first half of the year compared to 2024. Although net profit decreased, the company remains comfortably profitable.

Deka Japan operates in the Japanese market as a distributor of Deka-branded medical systems, using local partners. The recent redefinition of our relationships with our Japanese sales partners, combined with the Ministry of Health's approval for the sale of certain aesthetic medical laser systems, gives us good reason to be optimistic about this subsidiary's future growth. We expect positive developments in both its direct sales and its support for sales through alternative distribution networks in Japan.

Esthelogue S.r.l. distributes the group's technologies for the professional beauty sector in Italy. In this vibrant market, Esthelogue is a recognised brand that has taken a leading role in laser hair removal and non-invasive body contouring technologies. In hair removal, the Mediostar systems produced by Asclepion are representative of the distinctive character of the Esthelogue offering, capable of satisfying every customer need, with a range characterised, among other things, by the extremely powerful Monolith handpieces and by the Red edition protocols. In non-invasive body contouring applications, Esthelogue offers a complete range that includes the Icoone system in its latest release, the Thermactive system and the B-strong Plus system using innovative technologies and methods. After a 2024 financial year characterised by market weakness, 2025 saw substantially stable income and an improvement in economic results thanks to greater efficiency and sales margins.

The company Pharmonia S.r.l. is restarting its marketing of aesthetic equipment in the pharmacy market.

Galli Giovanni & C. Srl is a workshop specialising in high-precision machining, supplier to Quanta System, which joined the group in June 2019. Thanks to the specifications of the CNC machinery and the high professionalism and specialisation of staff, it contributes to maintaining high quality standards and flexibility in the production of mechanical parts. By joining the group, Galli is enhancing its operations, thanks to new, more adequate headquarters and new machinery. So far in 2025, the company's performance has preserved financial stability, as expected.

BRCT Inc. acts as a financial sub-holding company.

Other companies, industrial sector

Cutlite do Brasil Ltda with a plant in Blumenau in the state of Santa Catarina, today handles the distribution of laser systems manufactured in Italy by Cutlite Penta, with a logistics structure capable of providing effective technical support to the hundreds of laser systems installed in the territory. In recent years, Cutlite has also benefited from the rapid development of the flat sheet laser cutting market, achieving a significant turnover volume that has enabled it to maintain excellent profitability. Since 2022, Cutlite Penta has taken over the controlling equity investment in Cutlite do Brasil from El.En. spa, which is thus part of the group's laser cutting division. The first half of 2025 saw a very strong performance, with record revenue of over 9 million euros and a resulting very positive financial result.

1.10 Comment on Research and Development activities

Technologies and Strategic Directions

In the first half of 2025, Research and Development activities focused on continuous innovation, with the aim of exploring new applications of lasers and other energy sources, both in the medical and industrial sectors, including the conservation of cultural heritage. The approach adopted aims to generate advanced technological solutions capable of standing out for their performance, application versatility, and added value for the market.

El.En. Group is one of the few global players capable of developing, manufacturing, and marketing systems based on a broad spectrum of laser technologies—including solid-state, semiconductor, active fibre, dye, and CO₂ lasers, as well as frequency conversion systems like OPOs and Raman shifters—which collectively cover the entire spectral range from infrared to ultraviolet with diverse power levels and emission durations.

In addition to laser technology, El.En. is active in the development of solutions based on other forms of electromagnetic energy, including radio frequency, microwaves and high-intensity electromagnetic fields, further expanding the possibilities for intervention and application. As a result, R&D activity extends to a wide range of systems, subsystems, and accessories, with the aim of offering concrete and innovative responses to the needs of an ever-evolving market.

Laser systems and applications for aesthetic medicine and surgery. El.En. and Deka

Laser Hair Removal Segment – Innovation and Optimisation

In the first half of 2025, an intensive re-engineering effort was launched for the pump chambers of our high-end laser systems, with the goal of extending the operational lifetime of critical components beyond current standards. R&D work focused on optimising cooling performance, a key element in extending the useful life of consumables and reducing the frequency of scheduled maintenance interventions. To support this initiative, we employed advanced additive manufacturing and thermo-fluid dynamic simulation technologies. These were essential for verifying and optimising the geometries during the design phase. The results obtained in the first half of the year are very promising and indicate real potential for improvement.

Dermatology – Technological Evolution and New Perspectives

In the first half of 2025, we launched preparation of a new technological platform dedicated to laser systems for the treatment of benign pigmented lesions, tattoo removal and skin rejuvenation (Toning). This platform is the basis for the development of future laser systems designed to offer superior performance in terms of energy and clinical efficacy, thanks to the use of three wavelengths: 1064nm, 532nm and 780nm.

While the source is developed, work is underway on designing new-generation applicators, aimed at improving the efficacy of treatments by minimising post-procedure inflammation and the risk of hyperpigmentation.

Further research is currently underway on the study of radiation propagation in tissues (epidermis and dermis), with the aim of optimising protocols and parameters useful for the development of specific solutions for minimally invasive skin rejuvenation. The preliminary results are encouraging and provide a solid basis for further validation and development.

Platform for the Treatment of Vascular Lesions

The experience gained in the design of systems for non-ablative fractional treatments, based on compact and precise scanning technologies, combined with the use of visible semiconductor laser sources – already consolidated in the Red Touch and Red Touch PRO products – was the starting point for the development of a new platform dedicated to the treatment of vascular lesions. The system being developed, which uses a high-power 532nm laser source, will feature two applicators—a freehand version for treating telangiectasias and a scanning version for diffuse vascular lesions like rosacea and poikiloderma of Civatte—and will also benefit from a significantly improved scanning system with a larger treatment area and faster operating speed.

Body contouring segment

Microwave Systems for Aesthetic Medicine, Dermatology, and Physiotherapy

In the field of aesthetic medicine and dermatology, the microwave systems developed by El.En. Are one of the most advanced expressions of technological innovation. The result of in-depth engineering and clinical expertise, these patented systems have redefined the standards of efficacy, safety, and selectivity in the non-invasive treatment of localised fat, cellulite, skin laxity, and facelifts, thanks also to the release of the new applicator dedicated specifically to facial treatments.

Our leadership stems from an in-depth understanding of the interaction between microwaves and biological tissues, which enables us to design highly specialised applicators capable of modulating energy according to the depth and type of tissue being treated. This approach lets us develop targeted therapeutic solutions with long-lasting, measurable, and safe clinical results, responding flexibly to the needs of an ever-evolving market.

New developments - Applicators for the selective stimulation of the superficial dermis

The microwave technology used in our systems has been shown to be highly efficacious in dermal remodelling, particularly in collagen stimulation. A new applicator is being engineered in this area to specifically treat inflammatory skin conditions and localised blemishes, such as stretch marks and superficial wrinkles. In parallel with design optimisation, we are refining the operating modes to identify the optimal operating conditions.

Advanced models are also being developed to simulate the tissue heating process generated by interaction with electromagnetic radiation (lasers and microwaves). This approach allows us to more precisely understand the thermal dynamics involved in treatments, with the aim of optimising their efficacy and safety.

We are also working on integrating innovative sensors for the non-invasive detection of internal tissue temperature, to ensure even more accurate and personalised control of operating parameters during treatment, with solutions potentially capable of providing quantitative indications on the effectiveness of the treatment, benefiting both operators and patients.

Surgical Applications – Evolution of CO₂ Technology

In the first half of 2025, research and development activities related to CO₂ laser technology continued, with a particular focus on the design of a next-generation surgical system. The project, currently in an advanced stage, includes a hybrid arm-fibre configuration, capable of integrating recent improvements in laser beam quality with the architectural and aesthetic innovations already introduced in the PRO family.

A particularly significant area of development concerns surgical accessories, in particular micromanipulators intended for ENT applications. Of the solutions currently being designed, an innovative micromanipulator stands out, equipped with a fully automated system for focus adjustment, magnification control, and dynamic beam management within the operating field.

This technology is designed to offer surgeons next-generation tools, capable of significantly improving operational precision and ease of use of the laser in ENT procedures, helping to raise the standards of efficacy and safety in treatments.

Blue Laser for Surgical Applications

During the first half of 2025, we completed the development of a new laser system with blue emission at 445nm, designed for surgical applications. The device is designed for versatile use, both in the outpatient setting for small-scale interventions and in the operating room for ENT procedures through the use with fibrescope. This new technology further expands the portfolio of laser solutions for surgery, strengthening the El.En. Group's commitment to offering innovative, high-value tools for professionals in the sector.

Laser systems and applications for aesthetic medicine and surgery, Asclepion

At Asclepion, development activities continued as part of a strategy to expand the range of systems offered in both the aesthetic and surgical sectors. The first half of 2025 was characterised by significant preparatory work for the market launch of new systems. A new surgical system for urological applications with a new wavelength is in the final stages of certification. The range of laser handpieces for the Monolith hair removal system has been completed with the introduction of a new handpiece. This new device can generate powerful emissions at both 760 nm and 1060 nm, thereby expanding the system's application potential. Further innovative solutions are under development in the hair removal segment. For the Dermatology segment, work is underway to develop an innovative system for the treatment of vascular lesions. The development of an innovative system for the company and the market in general has been completed, which will expand the Hair-Care product portfolio.

Laser systems and applications for aesthetic medicine and surgery, Quanta System

During the first half of 2025, activities were focused on various product and application segments.

In fractional treatments for skin tissue rejuvenation and reconstruction applications based on dual laser technology with ablation and coagulation functions, innovation was achieved thanks to the improvement and evolution of the existing platform, finalising a spray tip functionality capable of minimising recovery times and post-treatment effects in the laser-skin tissue interaction. Furthermore, we have worked to optimise performance characteristics by improving the algorithms and firmware that control and measure energy levels within the entire designated workspace. In the hair removal field, a new system has been developed that combines a high-performance 808 nm diode (2500W) with a new laser radiation delivery system, for improved ergonomics and simplification of the handpieces for treatment management. The activity carried out in 2025 consisted of the introduction of a second compressed air skin cryo cooling system with an anaesthetising effect selectable by the doctor for treatments that require faster management.

In the field of TFL laser systems for urological applications work has been done on the development of a new laser device that can reach peak powers higher than current market standards, also ensuring the treatment of stones with specific mineral compositions called 'hard stones'. The objective of these activities was to research and characterise a new generation of high-power, continuous-wave (CW), thulium-doped fibre optic laser systems. A key requirement for these systems is the ability to also generate high peak power. This will enable them to cover highpower applications in urology that are currently only possible using solid-state sources.

The possibility of using fibre source laser systems in less invasive dermatological applications was investigated by characterising TFL sources for their ability to control superficial coagulation and ablation effects.

New suppliers have been identified and prototypes have been characterised for refrigeration systems that respond to regulatory developments by adopting refrigerant gases that are suitable for both GWP (global warming potential) and transportability (flammable gases) issues.

Co-funded research and development activity

During the first half of 2025, activities continued on the TALISMAN and LUX-CER-3D projects, which began in December 2023 and continued throughout 2024, as well as on the AIRCARE project, which began in July 2024.

The TALISMAN and LUX-CER-3D projects were submitted in response to a call for proposals from the Ministry of Economic Development (now the Ministry of Enterprises and Made in Italy) under the Sustainable Growth Fund. These submissions fall under the Innovation Agreements provided for by Ministerial Decree of 31 December 2021 and Director's Decree of 14 November 2022 (2nd Call); the AIRCARE project was approved after moving up the ranked list for the European call HORIZON-HLTH-2023-TOOL-05.

The first: "TALISMAN - Treatment of breast cancer with specific T lymphocytes activated with nanoparticle materials" is in partnership with five participating companies and universities and continues the activity on the path traced by the SVATT project, which concluded in November 2023. To carry out the project, El.En. is engaged in the study and development of an alternating magnetic field emitter system for the excitation of nano-constructs based on magnetic nanoparticles and a laser system for the excitation of nano-constructs based on gold nanoparticles, for the treatment of breast cancer. During 2025 El.En. continued its research, development and fine-tuning of the ANTENNA system (generator and emitter of the oscillating magnetic field) and of the LASER system (source and release system of LASER radiation). At the same time, numerous laboratory tests were carried out on in vitro samples with the aim of verifying and validating the prototypes created.

The main objective of the "LUX-CER-3D – LUX-CER-3DPRINTING" project, carried out in partnership with five participating companies and universities, is to study and develop a pilot line for the production of innovative products in clay or alumina through 3D printing. El.En. is busy studying and developing laser systems for 3D printing. During the semester, it continued its work on the development of laser systems for applications on clay and alumina. Laboratory tests were carried out on the prototypes created to evaluate the characteristics of the various innovative products obtained.

The "AIRCARE AI-augmented Robotics for CAncer point of caRE" project, conducted by a partnership of eleven companies and universities, aims to introduce advanced artificial intelligence and robotic technology into the clinical workflow for the diagnosis and treatment of upper aerodigestive tract cancer. El.En. is responsible for developing a

Half-yearly financial report as at 30 June 2025

robotic system for delivering and delivering the laser beam to the intervention area. During the observation period, the company began researching and developing a micromanipulator for CO2 lasers with innovative features aimed at facilitating the surgeon's operations.

Laser systems and applications for aesthetic medicine and surgery, ASA

During the first half of 2025, ASA continued the research undertaken in the previous period, always taking care to guarantee the usual high standards of execution. The company has historically been committed to three main lines of research: technical-engineering and scientific research conducted internally, as well as clinical research conducted in the field.

For the technical-scientific part, the Engineering Department worked mainly on two projects. The first, a continuation of what was started in previous financial years on an evolution of the robotic model, aims to further develop the device using technologies that also exploit Computer Vision and AI, so as to be able to provide practitioners with ever greater information regarding the best therapy combination to apply. In this case, the commitment was also substantial in the paradigm shift for the entire firmware and software part through an evolution of the operating system, which also ensures the highest standards in terms of cybersecurity. This effort, which will then be reproduced as a platform on other future devices, will allow for better standardisation of the processes related to the construction of the system architecture. The second project involves designing and prototyping a device, dedicated to the veterinary segment, which integrates the therapeutic component with a surgical component in order to offer professionals a better and more complete solution for use. This is a breakthrough innovation, as it is the first time ASA has worked on a device that is not exclusively dedicated to physical therapy.

As far as scientific research is concerned, the company's efforts to study the mechanisms of action of laser radiation on cells through both in vitro and in vivo experiments remain unchanged. Specifically, in addition to the continuation of experiments started on wound healing and on fibroblasts, the company started to work on methods for developing models of biological constructs using 3D bioprinting techniques, which enable the construction of scaffolds using an additive process with biological material, on which cells are seeded to create tissue models and evaluate the effect of laser radiation on the growth process. Basic research on cellular energy metabolism, the use of laser radiation in the treatment of pulmonary problems, and the effect of laser treatment on central nervous system cell lines also continued.

Laser systems and applications for industry and restoration

The re-engineering of products in the light of the increasingly demanding applications to which they are addressed continues steadily at El.En. The company continued refining the range of 'Self-Refilling' medium-power sealed CO2 laser sources, in particular the 1,5kW source, consolidating its use in the die-cutting sector in cooperation with Cutlite Penta. In this application, the development of a laser source with power greater than 2kW has begun.

We continued research and development on "Sealed-Off" CO2 laser sources of higher power and different wavelengths to broaden their range of use. In this range, the RF303 and RF404 models are joined by the RF505 and RF606 models.

We are continuing our significant development work on sealed sources and scanning systems for stripping applications in the e-vehicle sector. This market demands solutions with both higher power and lower cost. Our goal is to reinforce the market presence of our integrator partner by providing a superior alternative to traditional mechanical solutions. In the area of galvanometric scanning systems, work continues on the efficiency of production processes and the longterm improvement of dynamic performance, also thanks to the development of a new control system for marking. Work is underway to design new and even more versatile scanning units that are modular, allowing for configuration with either flat-field lenses or dynamic focusing systems based on the marking application.

Research and development activities continue on a daily basis to provide customers with complete solutions adapted to the specific needs of the market. These solutions include customisations on both laser sources and marking systems and allow for customised vertical solutions.

In the field of laser devices for the conservation of works of art and more generally for cleaning, the R&D team has finalised the application of new sources that are better performing and more adaptable to site requirements. Particular attention is paid to the potential of pulse length modulations. This is a feature that can be directly related to the potential of broadening the fields of use in the industrial sector, as well.

The installation of high-power laser sources - such as El.En.'s RF1555CO2 sources - continues on Ot-las marking systems, together with new scanning optics specially developed to handle high average and peak power, and the increasing

demands for dynamic performance. Control systems and specific software, aimed at increasing the efficiency of complete systems, expanding the range of available system models, configurable to any power cut and workable surface, continue to evolve.

Work continued on the development of innovative systems for large-scale processing, including for large slabs of various materials, intended for both surface transformation and decorative and functional purposes, such as sound absorption or anti-slip effect, with solutions aimed at optimising efficiency and execution speed.

In the first half of 2025, the research and development activity of Lasit has focused on the massive use of picosecond sources with medium-high power, a technology that has allowed and will allow significantly expanding processing capabilities and achieving new levels of precision and quality in industrial processes. At the same time, the company has invested in the development of new applications with high-power UV sources, opening up new market opportunities in sectors requiring extremely precise/quality processing.

Another important focus was the development of a new software platform for the simplified and flexible management of custom machines, with the aim of improving the user experience and optimising operational flows. This new software architecture represents a significant step towards automating laser system control processes.

The company has worked on using new 2- and 3-axis scanning heads to optimise machining processes, for greater operational flexibility and precision in laser beam control on complex geometries. These advanced technological solutions will significantly improve production efficiency and expand the application possibilities of the laser systems. The company has also developed new applications of 3D engraving even on complex surfaces, exploiting the potential of advanced laser technologies to offer innovative solutions in sectors that require high-precision three-dimensional machining on complex geometries.

The following table lists the expenses attributable to Research and Development in the period:

Thousands of euros 30/06/2025 30/06/2024
Staff costs and general expenses 8.454 8.466
Equipment 163 194
Costs for testing and prototypes 969 1.859
Consultancy fees 298 221
Other services 25 33
Total 9.910 10.773

As per consolidated company practice, the expenses listed in the table have for the most part been recorded under operating costs in the absence of a reasonable estimate of the return on the investment.

The amount of the expenses incurred corresponds to approximately 3% of the group's consolidated revenue. The expenses incurred by El.En.S.p.A. amount to about 4% of its revenue.

1.11 Risk factors and procedures for the management of financial risks

The main risk elements to which the Parent Company and its subsidiaries (the Group) are exposed are described below, identifiable by type: operational and financial.

Risk associated with the improper use of machinery

Fully aware of the potential risk arising from the particular nature of the group's products, it works from the research and design stage in pursuit of the safety and quality of the product placed on the market. Marginal risks remain for losses from misuse of the product by the end user and/or from prejudicial events not covered by the insurance policies taken out by group companies.

Risks related to possible supply difficulties and rising raw material prices

The group purchases components of its products from third-party suppliers. Product assembly operations may be interrupted or otherwise affected by delays in the supply of such parts and components by suppliers. They may also be interrupted if certain parts or components go out of stock, become unavailable in general or at unreasonable conditions. In such a case, however, the group could be forced to incur an increase in costs and/or a delay in production.

These factors could have a negative impact on the Company's business, prospects, and financial results.

Moreover, production costs are exposed to the risk of fluctuating raw material prices. Should the group not be able to pass on any increase in sales prices, its economic and financial situation would suffer.

Risks associated with the operation of industrial plants

The group's industrial plants are subject to operational risks, including, but not limited to, plant breakdowns, failure to comply with applicable regulations, revocation of permits and licences, labour shortages, natural disasters, sabotage, attacks or significant interruptions in the supply of raw materials or components. Any interruption of the production activities could have a negative impact on the group's business and economic, equity and financial position.

Insurable operational risks related to industrial plants are managed through specific policies divided among the various plants according to their relative importance.

Risks related to international operations

As the group operates internationally, it is exposed to the risks associated with a high degree of internationalisation, such as exposure to local economic and political conditions, compliance with different tax regimes, the creation of customs barriers or, more generally, the introduction of laws or regulations that are more restrictive than the current ones. All these factors can have a negative influence on the group's economic, financial and equity situation.

The global economy is facing moderate growth. Central banks, such as the Federal Reserve and the European Central Bank, are pursuing monetary policies that strike a delicate balance between managing inflation and promoting growth.

The US administration has announced a drastic increase in tariffs on all countries in the world. With regard to the EU, as far as is known at the time of publication of this document, the agreement should envisage the application of 15% duties for the import of goods into the US. As also commented in other sections of this report, despite the significant share of revenue deriving from the US, the impact of the tariffs imposed by the United States on the group's economic and financial performance is not expected to be very significant, given the geographical diversification of the group's income.

The group will continue to monitor the potential impact that tariffs could have on inflation and exchange rates, given the uncertainty of the current macroeconomic environment.

Risk of loss of key resources and know-how

The risk is related to the significant dependence that the group may have on certain managerial figures who, to date, are evaluated as strategic resources, as they are considered not easily and promptly replaceable, either internally or externally. The departure of such key personnel could result in the loss of business opportunities, lower revenues, higher costs, or harm to the company's image. The risk of dependence on key resources is also related to the potential loss of "technical know-how", referring to the possibility of reducing and losing, over time, the skills and expertise needed for operational management.

IT security, data management and dissemination risks

Information Technology (IT) is today one of the main enablers for achieving corporate business objectives. The IT risk is therefore related to the significant degree of dependence of group companies, and their related operational processes,

Half-yearly financial report as at 30 June 2025

on the IT component. Specifically, this means the risk of suffering economic, reputational and market share loss resulting from the possibility that a given threat, whether accidental or intentional in nature, exploits a vulnerability both implicit in the technology itself and arising from the automation of corporate business processes, causing an event capable of compromising the security of corporate information assets in terms of confidentiality, integrity and availability. The group has developed operational policies and technical security measures to ensure adequate protection of corporate data and information.

Market and regulatory risk

We expect that any competitive advantage we might enjoy from our current and future innovations may diminish over time as companies successfully respond to ours or create their own innovations. Consequently, our success depends on developing new and innovative applications of lasers and other technologies and identifying new markets and applications of existing products to new customers and technologies. This requires us to design, develop, produce, test, market and support new products or product improvements and also requires continuous and substantial investment in research and development. We may not be able to respond effectively to emerging technological changes and industry standards, or to successfully identify, develop or support new technologies or improvements to existing products in a timely and cost-effective manner. During the research and development process, we may encounter obstacles that may delay development and consequently increase our expenses, eventually forcing us to abandon a potential product in which we have already invested considerable time and resources. Technologies under development may turn out to be more complex than initially anticipated or not scientifically or commercially viable. For systems in the medical sector, even if we develop new products and technologies before our competitors, we may not be able to obtain the necessary marketing authorisations for such products, even from public bodies such as the US Food and Drug Administration, other regulatory agencies and foreign notified bodies, in a timely and cost-effective manner or at all. In addition, our competitors may obtain sales authorisations for further indications for the use of their products that our products do not have or that we may not be able to obtain.

Sustainability risks

Highlights on Double Materiality

In line with the priorities defined by the European Securities and Market Authority (ESMA) during the previous financial year and in continuity with the path already undertaken previously, the group has identified and identified possible environmental risk factors. The group constantly monitors the evolution of the national and international regulatory framework.

Please note that last year, El.En. Group conducted a double materiality analysis for the first time to identify significant impacts, risks, and opportunities, assessing both the Group's impact on the environment and society (impact materiality) and the influence of ESG factors on the company's performance (financial materiality).

The double materiality analysis enabled us to identify the relevant climate risks, divided into transition risks and physical risks. Transition risks – i.e., the economic, financial, and operational risks arising from the transition to a more sustainable, low-carbon economy identified by the group – include the introduction of new environmental regulations, market pressure for sustainable solutions, fluctuating energy prices, and challenges in product innovation. Physical risks – i.e., risks arising from progressively changing climate conditions and extreme weather events – include damage to infrastructure, interruptions in supplies, production losses, and energy disruptions caused by extreme weather events.

The risks related to climate change

Within the identified risk universe, the climate change-related risks that emerged as significant for the group include physical risks linked to an increase in extreme events (such as floods, landslides, storms), which could cause damage to infrastructure and operational interruptions. Such events can also cause blackouts and reduce productivity. To mitigate these risks, the Parent Company and its Italian subsidiaries have taken out an insurance policy that covers direct damages from atmospheric events such as hurricanes, storms, wind, hail, floods and earthquakes. Currently, these risks are considered significant in the medium to long term and do not impact the current year's accounting estimates. The group has completed a detailed analysis of its indirect emissions, which will allow it to assess the actions to be implemented and the objectives to be defined as part of the transition plan. This choice will enable it to adopt targeted and effective measures, promoting convergence between corporate strategy and decarbonisation objectives in a responsible and realistic manner. The group will continue to monitor this exposure by specifically assessing the impact on production costs related to the introduction of emission reduction regulations and, if there is a significant impact, the group will include these assumptions in its estimates.

Other sustainability risks

Among the sustainability risks, the group has identified as significant the risk related to insufficient monitoring of product anomalies, which could compromise the perception of quality, safety, and innovation. The group closely monitors risks related to the quality and safety of its products and implements numerous measures to minimise this risk, adopting a highly structured quality management system based on rigorous internal and external controls. A certified quality management system is in place, with checks throughout the entire supply chain, to mitigate risk, including financial ones. The Parent Company and its Italian and European subsidiaries have also taken out a Product Liability insurance policy that covers potential claims for damages arising from the use of their products by consumers or other persons. The risk is considered significant in the medium to long term, and has no impact on current accounting estimates.

For the sake of completeness, the group also discloses a medium-impact risk related to difficulties in sourcing raw materials due to scarcity or geopolitical instability. This risk could potentially affect supplies, costs, and revenues. This risk is also monitored and updated annually, but does not lead to immediate changes to the company's strategy.

Procedures for the management of financial risk

The group's main financial instruments include current accounts and short-term deposits, short-term and long-term financial liabilities, finance leases, securities and hedging derivatives.

The group also has trade receivables and accounts payable arising from its operations.

The main financial risks the group is exposed to concern exchange rate, credit, liquidity and interest rate.

Exchange rate risk

The group is exposed to the risk of fluctuations in the exchange rates of the currencies in which some commercial and financial transactions are carried out. Said risks are monitored by management who implements the necessary measures to limit the risk.

Since the Parent Company prepares its consolidated financial statements in euros, fluctuations in the exchange rates used to convert the financial statement data of subsidiaries originally expressed in foreign currencies could adversely affect the group's results, consolidated financial position and consolidated shareholders' equity as expressed in euros in the group's consolidated financial statements.

Credit risk

As far as business transactions are concerned, the group operates with counterparties who are subject to prior credit and background checks. Furthermore, the balance of receivables is monitored during the financial year so that the amount of loss exposure is not significant. Historically, credit losses have therefore been limited as a percentage of revenue and have not been significant enough to require dedicated coverage and/or insurance. There are no significant concentrations of credit risk within the group. The provision for bad debts accrued at the end of the period represents almost 7% of total accounts receivable from third parties. For an analysis of overdue receivables from third parties, please refer to the relevant note in the Consolidated Financial Statement.

Concerning guarantees given to third parties:

El.En. SpA issued in July 2021 a surety in favour of Cutlite Penta SpA on the 11 million euro loan granted by Intesa San Paolo.

In July 2020, Esthelogue Srl obtained a guarantee from Mediocredito Centrale on the 1,5 million euro loan granted by Intesa San Paolo. The guaranteed amount amounts to 1,35 million euros.

In July 2020, Cutlite Penta SpA obtained a guarantee from Mediocredito Centrale on the 5 million euro loan granted by Intesa San Paolo. The guaranteed amount amounts to 4,5 million euros.

The Chinese subsidiary Penta Laser Zhejiang took out mortgages to obtain a credit line of up to 20 million RMB, fully drawn by 30 June 2025.

The Chinese subsidiary Penta Laser (Wuhan) has mortgaged properties and pledged receivables to obtain a line of credit of up to 10 million RMB, fully drawn by 30 June 2025. It also granted guarantees to the parent company Penta Laser

Zhejiang for 61 million RMB to secure financing and promissory notes issued by the latter for payments to third-party suppliers. These guarantees had not been utilised as at 30 June 2025.

The Chinese subsidiary Penta Laser Technology (Shangdong) took out mortgages to obtain credit lines of up to 35 million RMB, 8,4 million of which had been drawn as at 30 June 2025.

The Chinese subsidiary Shenzhen KBF Laser obtained a guarantee from the General Manager against a credit line of up to 10 million RMB, fully drawn by 30 June 2025.

The subsidiary ASA S.r.l. signed a loan agreement to finance the construction of the new plant by taking out a mortgage for a total value of 4,8 million euros. In June 2020, the company obtained a guarantee from Mediocredito Centrale on the 3 million euro loan granted by Intesa San Paolo. The guaranteed amount amounts to 2,7 million euros.

The German subsidiary Asclepion signed a loan agreement during 2018 to finance the construction of the new factory, taking out a mortgage for a total value of 4 million euros.

The German subsidiary Lasit Laser Deutschland received various bank guarantees totalling 164 thousand euros for the purchase of company vehicles and advance payments from customers.

The Spanish subsidiary Lasit Iberica signed a bank guarantee for 38 thousand euros in favour of a customer for a down payment received on a sale.

Liquidity and interest rate risk

With regard to the group's exposure to liquidity and interest rate risk, it should be noted that the group's liquidity is still high, sufficient to cover existing debts and with a largely positive net financial position. That is why said risks are deemed to be adequately covered.

In 2023 the subsidiary Cutlite Penta SpA entered into a forward contract during the year to partially hedge the interest rate risk on a loan.

Operation Notional value Fair value
Interest rate swap €1.249.999 -€ 10.704
Total €1.249.999 -€ 10.704

Capital management

The objective of the group's capital management is to ensure that a low level of indebtedness is maintained and that a proper capital structure is in place to support the business and ensure an adequate Equity/Indebtedness ratio.

1.12 Corporate governance structure

Pursuant to Art.19 of the Articles of Association, the parent company is managed by a Board of Directors consisting of a minimum of three and a maximum of fifteen members. The current number of members was set at seven by the Shareholders' Meeting of 29 April 2024, called to deliberate on the renewal of the Board of Directors (which will remain in office until the approval of the financial statement for the year ending 31 December 2026).

As of 30 June 2025, the Board of Directors is composed as follows:

NAME POSITION PLACE AND DATE OF BIRTH
Gabriele Clementi President and managing director Incisa Valdarno (FI), 8 July 1951
Andrea Cangioli Managing director Firenze, 30 December 1965
Fabia Romagnoli (*) Board Member Prato, 14 July 1963
Giovanna D'Esposito (*) Board Member Vico Equense (NA), 22 October 1969
Michele Legnaioli (*) Board Member Firenze, 19 December 1964
Roberta Pecci Board Member Firenze, 14 February 1972
Alberto Pecci Board Member Pistoia, 18 September 1943

(*) Independent administrators, pursuant to Art. 148, paragraph 3, of It. Legislative Decree no. 58/1998 and Art. 2 of the Corporate Governance Code 2020 (former Art. 3 of the Self-Regulation Code of Listed Companies 2018)

The members of the Board of Directors are domiciled for the purposes of their office at the El.En. headquarters in Calenzano (FI) – Via Baldanzese, 17.

On 29 April 2024, the Board of Directors appointed the Chairman, Gabriele Clementi, engineer, and the Director Andrea Cangioli, engineer, as Managing Directors, assigning them, separately and with free signature, all the powers of ordinary and extraordinary administration for the performance of any activity falling within the corporate purpose, with the exception of the powers subject to prohibition of delegation pursuant to the law and the Articles of Association.

In accordance with the provisions of the current Corporate Governance Code 2020 (and the previous Self-Regulation Code of Listed Companies 2018):

  • a) as of 31 August 2000, the Board of Directors includes among its members at least two independent administrators pursuant to art. 2 of the Corporate Governance Code (formerly art. 3 of the Self-Regulation Code). There are currently three of them: Fabia Romagnoli; Giovanna D'Esposito, engineer; and Michele Legnaioli;
  • b) as of 5 September 2000, the Board of Directors has established the following committees, composed, for the most part, of non-executive administrators:
    1. "Committee for the nomination of administrators" to whom the tasks referred to in Art. 4, Rec. 19, of the 2020 Corporate Governance Code are entrusted (formerly Art. 5 of the aforementioned 2018 Self-Regulation Code);
    1. "Remuneration Committee", which is entrusted with the tasks referred to in Art. 5, Rec. 25, of the 2020 Corporate Governance Code (formerly Art. 6 of the 2018 Self-Regulation Code);
    1. "Control and Risk Committee, for transactions with related parties and for sustainability" (formerly "Internal Control Committee"), which is entrusted with the tasks referred to in Art. 6, Rec. 32, of the 2020 Corporate Governance Code (formerly Article 7 of the 2018 Self-Regulation Code) as well as those deriving from the CONSOB Related Parties Regulation regarding transactions with related parties; furthermore, with reference to the issues of so-called sustainability pursuant to It. Legislative Decree 254/2016, the Control and Risk Committee is tasked with assisting the Board of Directors in a preparatory and advisory capacity on its assessments and decisions regarding sustainability matters related to business activities and stakeholder interaction, Corporate Social Responsibility (CSR), the analysis of scenarios for the strategic plan, and the corporate governance of the company and the group.
  • c) Since 2000, the Board of Directors has also designated individuals responsible for verifying that the internal control and risk management system is functional and adequate.

The Board also meets at least quarterly to ensure that the Board of Statutory Auditors is adequately informed on the activities carried out, on the most significant transactions carried out by the Issuer and its subsidiaries, as well as, where necessary, on the execution of transactions with related parties or of particular complexity and/or importance, and,

lastly, whenever the Chairman and/or the managing directors intend to share with the entire Board issues and decisions within their competence.

Internal control within the group, where relevant to it, is carried out by the parent company, also in collaboration with the staff of the subsidiaries.

From an organisational standpoint, the administrators of the parent company also serve as members of the administrative bodies of most subsidiary companies, or act as their sole administrator. Where this is not the case, the governing body of the subsidiaries provides the broadest information necessary for the organisational definition of the group's activities and the accounting information required to fulfil legal obligations: by the end of the month following the end of the quarter in question, the subsidiaries provide all the information necessary for the preparation of a consolidated economic and financial report.

1.13 Intergroup relations and with related parties

Based on the provisions of CONSOB Regulation of 12 March 2012, no. 17221 and subsequent amendments, the parent company El.En. spa has approved the "Regulation for transactions with related parties" ("El.En. RPT Regulation"), which is available, in its updated version, on the company's website www.elengroup.com in the "Governance/Corporate Documents" section. This regulation, following the subsequent amendments described below, constitutes an update of the one approved in 2007 by the company in implementation of the provisions of Art. 2391-bis of the It. Civil Code and of the recommendations of the then-applicable Art. 9 (and in particular of application criterion 9.C.1) of the Self-Regulation Code for Listed Companies (March 2006 edition), in light of the subsequent provisions of the aforementioned "Regulation on Transactions with Related Parties" no. 17221 and subsequent amendments, as well as of CONSOB Communication DEM/110078683 of 24 September 2010 and of the one approved on 14 March 2019.

The RPT Regulation of El.En. spa was first updated and amended by the Board of Directors at the meeting of 30 June 2021, effective 1 July 2021, following the adoption on 10 December 2020 by CONSOB of Resolution no. 21624 issued in implementation of the regulatory delegation contained in Art.2391-bis of the It. Civil Code, as expanded by It. Legislative Decree 49/2019 for the transposition of Directive (EU) 2017/828 – so-called Shareholder Rights Directive 2 ("SHRD 2") – amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement. The Board proceeded to approve certain additions to El.En.'s RPT Regulation in order to bring them in line with the new regulatory framework, taking into account that the Italian regulatory framework was already ripe with reference to the transposition of the European regulations and that it was therefore a fine-tuning intervention on internal procedures that El.En. had already adopted at the end of 2010. The changes were explained in the annual financial report to the financial statement for the year ending December 2021.

Subsequently, at the end of an evaluation process, El.En. spa's RPT Regulation was updated and amended by the Board of Directors at the meeting held on 20 July 2023 in consideration of the fact that the "smaller companies" parameters set forth in Art.3, paragraph 1, letter r) of the CONSOB Regulation 17221/2010 had been exceeded.

  • The changes made related to:
  • a) the provision that, in the case of transactions of major significance, the Related Parties Committee must be constituted and must pass resolutions with the attendance of three Independent and non-related Directors;
  • b) the provision for strengthened equivalent safeguards in the case of transactions of major significance. This provision assigns the authority to issue the final opinion to the entire Board of Statutory Auditors, rather than solely to its Chairman;
  • c) reorganisation of the content with the separation into two separate articles of the procedure for the issue and value of the prior opinion of the RPT Committee and its effects.

Although during the 2024 financial year, Art. 2 of It. Law No. 21 of 5 March 2024 changed the capitalisation threshold for qualifying as an SME from 500 million to 1 billion euros, and the company was automatically included in the SME list by CONSOB, the updates of 20 July 2023 to the RPT Regulation have been maintained unchanged.

During the financial year 2019, in connection with the transaction - already described in the annual financial report as at 31 December 2019, - for the acquisition by the subsidiary Ot-las s.r.l. of the minority interest in the Chinese companies Penta-Laser Equipment Wenzhou Co., Ltd - now Penta Laser (Zhejiang) Co., Ltd - and Penta-Chutian Laser Wuhan Co., Ltd – now Penta Laser (Wuhan) Co., Ltd - a disclosure document was published on a voluntary basis pursuant to Article 5 of the CONSOB Related Parties Regulation 17221/2010 and Art.1.2 of the regulation on transactions with related parties adopted by the Company. The document is available on the company's website www.elengroup.com sect. Governance/Corporate Documents.

Other transactions with related parties, including intercompany transactions, are neither atypical nor unusual. These transactions are settled at ordinary market conditions.

Concerning transactions with related parties, please see the relevant explanatory notes included in the consolidated financial statement of El.En. Group.

1.14 Atypical and unusual transactions

Pursuant to CONSOB Communication of 28 July 2006 no. DEM/6064293, please note that, in the first six months of 2025, the group did not engage in any atypical and/or unusual transactions, as defined in said Communication itself.

1.15 Opt-out regime

Please note that on 3 October 2012 the Board of Directors of El.En.S.p.A. decided to join the opt-out scheme envisaged respectively by Articles70, paragraph 8 and 71, paragraph 1-bis of the CONSOB Issuers' Regulation 11971/99, exercising the right to waive the obligations to publish the required information documents in the event of significant extraordinary transactions involving mergers, demergers, capital increases through contributions in kind, acquisitions and divestments.

1.16 Significant events in the first half of 2025

At the end of February 2025, the group sold an equity investment of approximately 46% in its Japanese subsidiary Withus, thus transferring control to the minority shareholders who had founded the company with El.En. in 2007. The direct distribution in Japan of professional aesthetic systems produced in Italy had been interrupted for several years, and the company now mainly carries out service activities on the installed base and the sale of locally sourced beauty products. In this context, the commercial relationship with the parent company has become of secondary importance. Following the financial crisis of Withus's main customers, the accumulated losses and the bleak outlook for the business conducted up to now have suggested leaving local management with the burden and opportunity to relaunch Withus's activities on a new basis. By virtue of the residual equity investment held by the group, equal to 33%, starting from March 2025 the consolidation of the investment in the consolidated financial statements will be carried out using the equity method.

On 29 April, the Ordinary Shareholders' Meeting of the parent company approved the financial statement for the year 2024, which showed a net income of 33.988.152,00 euros, and also resolved:

  • to distribute to the shares outstanding as of the ex-dividend date for coupon no. 4 on 19 May 20252357 pursuant to Art.2357-ter, paragraph 2 of the It. Civil Code - a dividend, equal to 0,22 euros gross per outstanding share for a total amount as of the date of the resolution of 17.607.464,60, it being understood that said amount could be increased by any new amounts required for the distribution of the dividend to the shares outstanding as of the ex-dividend date resulting from the exercise of the 2016-2025 stock option plan in the period between the date of the resolution and the record date of 20 May 2025;
  • to allocate the residual amount equal, as of the date of the resolution, to 16.380.687,40 euros to the extraordinary reserve, it being understood that this amount could be decreased by any new amounts required for the distribution of the dividend from the shares outstanding as of the ex-dividend date resulting from the exercise of the 2016-2025 stock option plan in the period between the date of the resolution and the record date of 20 May 2025;
  • to pay the above dividend from 21 May 2025.

The Ordinary Shareholders' Meeting also:

  • approved the report on Remuneration and compensation paid, in accordance with Art. 123-ter of the TUF paragraph 3-bis and Art. 123-ter of the TUF paragraph 6.
  • appointed the Board of Statutory Auditors for the three-year period 2025-2027 and therefore until the approval of the financial statement as at 31 December 2027, designating Carlo Carrera as chairman and appointing Rita Pelagotti and Paolo Caselli as standing auditors and Gino Manfriani and Elisa Raoli as alternate auditors. The standing auditors Paolo Caselli and Rita Pelagotti and the alternate auditor Gino Manfriani were selected from the list of candidates presented by shareholder Andrea Cangioli (list no. 1); the chairman Carlo Carrera and the alternate auditor Elisa Raoli were selected from the list presented by a group of asset management companies and other institutional investors (list no. 2).

The elected candidates declared that they possess the independence requirements set forth in Article 148 of the TUF and the other requirements required by law and the articles of association.

The standing members of the Board of Statutory Auditors declared that they owned the following equity investments as of 31 December 2024:

• Carlo Carrera: no equity investment

  • Paolo Caselli: no equity investment • Rita Pelagotti: no equity investment
  • resolved to set, for the entire duration of the assignment, the annual compensation of the standing members of the Board of Statutory Auditors, at a total of 34.000,00 euros for the Chairman and a total of 24.000,00 euros for each of the standing auditors.
  • resolved, after revoking the unused portion of the authorisation already granted by the same meeting on 29 April 2024, to authorise the purchase and disposal of treasury shares pursuant to Articles 2357 and 2357-ter of the It. Civil Code, Art. 132 of It. Legislative Decree no. 58 Art.144-bis of the CONSOB regulation.

Treasury stock will be purchased for the following possible, competing or alternative purposes: for allocations or distributions to employees and/or collaborators and/or members of the governing or supervisory bodies of the company or its subsidiaries, for share exchanges or swaps of equity investments as part of strategic transactions.

The authorisation was granted for a period of 18 months from the date of the resolution, for the purchase, in one or more instalments, of a maximum number of ordinary shares of the company, the only category of financial instruments currently issued, which in any case does not exceed one-tenth of the share capital. Purchases of treasury stock must be made in compliance with the criterion of equal treatment of shareholders in accordance with Art. 132 of the TUF and Art. 144-bis of the Issuers' Regulation. The shareholders are authorised to purchase at a price that is at the minimum no lower than the closing price of the share recorded in the stock exchange session on the day preceding the completion of each individual transaction, minus 10%, and at the maximum no higher than 10% of the official trading price recorded on the day preceding the purchase.

The Board was granted authorisation to sell or dispose of, within 10 years of the resolution, the purchased shares at a price, or counter-value in the case of corporate transactions, of no less than 95% of the average of the official trading prices recorded in the five days preceding the sale or disposition.

  • approved the guidelines for a "Compensation Plan based on financial instruments for employees and collaborators of the Company and its subsidiaries" intended for individuals identified at the Board's discretion, following the approval of the Plan by the Shareholders' Meeting, from among employees deemed worthy of incentives and recognition and who hold or are destined to hold roles deemed to be of key or strategic importance within the company and the group on the basis of management and strategic considerations. Based on the recommendations of the Remuneration Committee, subsequently approved by the Board of Directors on 18 March 2025, collaborators and employees (belonging to the category of executives, middle managers and employees) of the Issuer and/or its Subsidiaries who, at the sole and discretionary judgment of the Board of Directors, play a key role, thereby actively contributing to the development of the group's business and the creation of long-term value, may be Beneficiaries of the Plan.

The 2025-2028 Stock Grant Plan envisages the free assignment to the identified Beneficiaries of the right to receive, again free of charge, ordinary shares of El.En. To service the Plan, treasury shares of which the Company has acquired ownership will be used pursuant to and for the purposes of Articles 2357 et seq. of the It. Civil Code.

In particular, the Shareholders' Meeting set the maximum total number of El.En. ordinary shares to service the 2025- 2028 Stock Grant Plan at 200.000 Shares, equal to 0,249% of the Company's current share capital, all ordinary shares with no expressed par value. The Plan is structured in 4 (four) Vesting Periods.

  • approved the "Compensation plan based on financial instruments for the benefit of the Company's General Manager" pursuant to art. 114-bis of (It.) Legislative Decree no. 58/1998 intended exclusively for the Company's General Manager, Paolo Salvadeo, identified by the Board of Directors as the key figure in defining and achieving the company's strategic and performance objectives with reference to the achievement of the group's objectives.

The 2025-2028 Stock Grant Plan for the General Manager of El.En. s.p.a. Envisages the free assignment to the General Manager of El.En. Shares. A maximum of 136.000 Shares, equal to 0,169% of El.En. S.p.A.'s current share capital, will be allocated to service the Plan through the use of treasury shares in the Company's portfolio and/or new shares purchased on the market.

Lastly, the extraordinary Shareholders' Meeting approved the amendment to Article 20 (Rules of Operation of the Board of Directors), Sections E (Delegation of Powers) and G (Professionalism Requirements for the Manager Responsible for Preparing Corporate Accounting Documents) of the articles of association, and also established the procedures for appointing the Manager Responsible for Sustainability Reporting and the requirements of integrity and professionalism. On 2 April 2025, "Liberation Day," the President of the United States of America announced and then implemented the imposition of import duties on goods, duties that affect products exported by El.En. Group to the United States. The rate, initially raised to 20%, was temporarily reduced to 10%.

The recent confirmation of 15% tariffs on our sales to the American market, the most important for El.En. Group exports, could impact the volumes and profitability of sales to the United States.

For changes to the scope of consolidation that occurred during the half-year, please refer to the relevant paragraph in the notes to the financial statement.

1.17 Subsequent events

"Laser Cutting" Business Unit

On 15 July 2025, upon payment of the agreed consideration by the buyer, the process was concluded and the agreement for the sale of a 59,18% stake in Penta Laser Zhejiang Co., Ltd. (Hereinafter "PLZ") became fully effective.

PLZ is the parent company of the Chinese business unit dedicated to laser cutting. The stake was sold to Yangtze Optical Fibre and Cable Joint Stock Limited Company, a joint-stock limited liability company incorporated in the People's Republic of China, hereinafter "YOFC").

Headquartered in Wuhan and listed on the Shanghai and Hong Kong stock exchanges, YOFC specialises in the production of telecommunication fibre optics. Benefiting from its technological and manufacturing background, it recently entered the power laser source business through its subsidiary Everfoton, also with headquarters in Wuhan. YOFC was born from an initiative by Philips which was subsequently acquired by Prysmian.

The purchase and sale agreement was the subject of the procedure at the Italian Prime Minister's Office pursuant to Italian Decree Law no. 21/2012 (so-called "Golden Power") which was successful.

Ot-las s.r.l. sold to YOFC a total of 28.698.288 shares of Penta Laser Zhejiang Ltd., Co. for a consideration of approximately 240 million RMB. Following the sale, YOFC therefore owns 59,1837% of PLZ, while El.En. Group, through Ot-las s.r.l., continues to hold an equity investment of approximately 19,2%.

The agreed consideration for the sale of the equity investment in PLZ was determined on the basis of a company value of 405 million RMB with reference to the 2024 draft financial statement and taking into account certain provisions that reduced the price compared to that previously envisaged for the sale of the Chinese company under the preliminary agreements signed in November 2024.

The executed agreement includes: a price adjustment clause, allowing for a potential reduction of up to 5% of the purchase price, contingent on the financial results of the Chinese group during the 2025-2027 three-year period; seller's liability for certain findings from the due diligence process conducted by YOFC since June 2024. This liability is subject to: general indemnity cap of up to 10% of the purchase price, without prejudice to specific cases which may give rise to uncapped liability.

The agreements also envisage the non-transferability of Ot-las's residual equity investment in PLZ until the approval of the 2027 financial statement, as well as the right of pre-emption and/or co-sale in the event of a sale after that date, and the right of Ot-las and other minority shareholders of PLZ to sell their shares to YOFC, after the approval of the 2027 financial statement, at a price corresponding to the company's valuation of 1,05 times its net assets at the end of 2027. Upon closing, the divested operations are removed from El.En. Group's scope of consolidation.

In 2024, the sold businesses generated revenue of 81,8 million euros, with an EBIT of -7,1 million euros, while the NFP showed a positive net balance of 9,8 million euros as at 31 December 2024. As at 30 June 2025, the sold businesses generated revenue of 38,2 million euros, with an EBIT of -5,2 million euros, while the NFP showed a positive net balance of 8 million euros.

With reference to the values recorded in the half-yearly report as at 30 June 2025, the consideration received for the sale of the controlling stake in Penta Laser Zhejiang Ltd., Co. implies a consolidated gross capital gain of approximately 5 million euros at the EUR/RMB exchange rate of 8,4. This value may be modified as a result of the evaluation of the price adjustment and compensation clauses envisaged by the agreements. The overall impact of the transaction on the income statement will, however, be negatively impacted by negative exchange rate differences, following the release of the currency translation reserve at 30 June 2025 amounting to 4,2 million euros, as well as by the new valuation of the residual equity investment. This reserve reflects the amount of exchange rate differences accumulated over the years in a specific equity reserve and is negative due to the recent devaluation of the Chinese RMB.

The proceeds from the sale of the equity investment will be used primarily to repay the loans granted to the seller Otlas by the parent company El.En. Spa, and therefore ultimately to consolidate the net financial position of the parent company and the group.

Half-yearly financial report as at 30 June 2025

1.18 Current outlook

The outlook for the 2025 financial year remains good, also thanks to the substantial order backlog. In light of the performance of the first six months and current market conditions, the management reaffirms its full-year target of revenue growth compared to 2024. Provided there are no external events that could obstruct further order acquisition in the coming months, El.En also expects to improve its EBIT for the financial year.

For the Board of Directors

The Managing Director – Andrea Cangioli, engineer

EL.EN. GROUP

HALF-YEARLY CONDENSED CONSOLIDATED FINANCIAL STATEMENT

AS AT 30 JUNE 2025

Consolidated statement of financial position

Assets Note 30/06/25 31/12/24
Intangible assets 1 4.548.332 4.691.751
Tangible assets 2 81.070.154 77.622.864
Equity investments 3
- in associated companies 1.061.361 977.596
- other 1.033.091 1.033.343
Total Equity investments 2.094.452 2.010.939
Deferred tax assets 4 11.584.880 11.299.483
Other non-current assets 4
- third parties 13.964.639 7.611.590
- associated companies 122.953 -
Total Other non-current assets 14.087.592 7.611.590
Total non current assets 113.385.410 103.236.627
Inventories 5 168.943.000 172.393.804
Accounts receivable 6
- third parties 121.567.010 117.664.032
- associated companies 394.018 318.314
Total Accounts Receivable 121.961.028 117.982.346
Tax receivables 7 14.709.769 13.820.362
Other receivables 7
- third parties 11.055.979 11.070.061
- associated companies 331.565 331.565
Total Other receivables 11.387.544 11.401.626
Securities and other current financial assets 8 12.972.077 10.017.016
Cash and cash equivalents 9 118.277.055 147.470.081
Total current assets 448.250.473 473.085.235
Assets held for sale 34 139.332.660 164.399.337
Total Assets 700.968.543 740.721.199

Liabilities Note 30/06/25 31/12/24
Share capital 10 2.606.611 2.603.962
Additional paid in capital 11 48.078.647 47.822.126
Other reserves 12 138.556.487 123.625.395
Treasury stock 13 (2.064.909) (78.999)
Retained earnings / (accumulated deficit) 14 178.179.729 159.434.807
Net income / (loss) 17.931.704 51.613.294
Group shareholders' equity 383.288.269 385.020.585
Minority interest 22.992.389 25.781.512
Total shareholders' equity 406.280.658 410.802.097
Severance indemnity fund 15 5.147.332 4.981.355
Deferred tax liabilities 2.573.720 2.972.820
Other accruals 16 8.109.645 8.116.602
Financial debts and liabilities 17
- third parties 18.742.330 23.497.880
Total Financial debts and liabilities 18.742.330 23.497.880
Other non current liabilities
Accounts payable third parties - non current 768.815 956.217
Other payables - non current 431.401 230.247
Total Other non current liabilities 17 1.200.216 1.186.464
Total non current liabilities 35.773.243 40.755.121
Financial liabilities 18
- third parties 21.806.960 23.246.359
Total Financial liabilities 21.806.960 23.246.359
Accounts payable 19
- third parties 83.492.139 90.550.170
- associated companies 12.789 0
Total Accounts payable 83.504.928 90.550.170
Income tax payables 20 4.394.246 3.666.738
Other current payables 20
- third parties 47.186.020 53.227.073
Total Other current payables 47.186.020 53.227.073
Total current liabilities 156.892.154 170.690.340
Liabilities directly associated with the assets held
for sale 34 102.022.488 118.473.641
Total Liabilities and Shareholders' equity 700.968.543 740.721.199

Consolidated income statement

Income Statement Note 30/06/25 30/06/24(*)
Revenues 21
- third parties 284.761.086 270.105.271
- associated companies 574.726 1.365.443
Total Revenues 285.335.812 271.470.714
Other revenues and income 22
- third parties 3.333.956 4.465.420
- associated companies 2.248 67.245
Total Other revenues and income 3.336.204 4.532.665
Revenues and income from operating activity 288.672.016 276.003.379
Purchase of raw materials 23
- third parties 134.154.712 143.261.426
- associated companies 1.195 14.500
Total Purchase of raw materials 134.155.907 143.275.926
Changes in inventory of finished goods 2.003.166 (7.484.841)
Change in inventory of raw material 22.277 (5.594.410)
Direct services 24
- third parties 26.280.026 25.916.881
- associated companies - 58.500
Total Direct services 26.280.026 25.975.381
Other operating services and charges 24
- third parties 30.867.127 28.118.362
- associated companies 75.634 -
Total Other operating services and charges 30.942.761 28.118.362
Staff cost 25 53.044.902 48.334.076
Depreciation, amortization and other accruals 26 7.574.406 6.115.012
EBIT 34.648.571 37.263.873
Financial charges 27
- third parties (945.762) (1.059.935)
Total Financial charges (945.762) (1.059.935)
Financial income 27
- third parties 1.728.087 1.005.063
- associated companies 5.909 9.527
Total Financial income 1.733.996 1.014.590
Exchange gain (loss) 27 (3.450.009) 75.541
Share of profit of associated companies (205.094) 29.483
Other charges 28 (56.096) (29.242)
Other income 28 - 5.000.000
Income (loss) before taxes 31.725.606 42.294.310
Income taxes 29 10.407.782 11.694.534
Result from Continuing operations 21.317.824 30.599.776
Income (loss) from Discontinued operations 34 (4.046.139) (3.151.571)
Income (loss) before of minority interest 17.271.685 27.448.205
Income (loss) of minority interest (660.019) 150.831
Net income (loss) 17.931.704 27.297.374
Basic earnings per share 30 0,22 0,34
Diluted earnings per share 30 0,22 0,33
Basic earnings per share from Continuing operations 30 0,27 0,38

(*) The values for the 2024 financial year have been restated in accordance with the standard IFRS 5.

Consolidated statement of comprehensive income

Notes 30/06/25 30/06/24
Reported net (loss) income (A) 17.271.685 27.448.205
Other income/(loss) that will not be entered in income statement net of
fiscal effects:
Measurement of defined-benefit plans 46.611 113.392
Other income/(loss) that will be entered in income statement net of
fiscal effects:
Cumulative conversion adjustments (4.156.851) (359.501)
Unrealized gain (loss) on derivatives and other changes 7.362 16.424
Total other income/(loss), net of fiscal effectes (B) (4.102.878) (229.685)
Total comprehensive (loss) income (A)+(B) 13.168.807 27.218.520
Referable to:
Parent Shareholders 14.865.726 27.090.878
Minority Shareholders (1.696.919) 127.642

(*) The values for the 2024 financial year have been restated in accordance with the standard IFRS 5.

Consolidated cash flow statement

Cash flow statement Note 30/06/2025 30/06/2024(*)
Operating activity
Income (loss) for the financial period 17.271.685 27.448.205
Amortisations and depreciations 26 4.966.128 4.766.264
Interest income 27 1.733.996 1.014.590
Interest Expense 27 (872.043) (991.898)
Income tax paid (7.925.418) (7.970.828)
Share of profit of associated companies 28 205.094 (29.483)
Write-downs for impairment losses 67.039
Stock Option Share payment loss 1.296.860 1.270.682
Severance indemnity 15 205.114 (52.906)
Provisions for risks and charges 16 88.689 (1.513.631)
Bad debt reserve 6 863.742 2.984.021
Deferred income tax assets 4 (650.869) (373.080)
Deferred income tax liabilities (15.298) (157.687)
Inventories 5 1.930.691 (12.166.771)
Accounts receivable 6 (5.004.140) 2.068.659
Tax receivables / payables 7-20 5.038.798 12.057.582
Other receivables 7 (3.956.744) (3.425.254)
Accounts payable 19 (7.063.388) 2.896.758
Other payables 20 (2.478.044) (2.377.905)
Other non- monetary variations from operating activity (363.068) 263.281
Cash flows from operating activities, discontinued operations 34 2.276.291 (3.142.859)
Cash flow generated by operating activity 7.615.115 22.567.740
Investment activity
Tangible assets 2 (4.585.516) (5.280.221)
Intangible assets 1 (224.531) (461.067)
Equity investments, securities and other financial assets 3-4-8 (8.964.414) 11.477.863
Financial receivables 4-7 112.891 47.153
Changes in scope of consolidation/Extraordinary operations (566.852)
Cash flows from investing activities, discontinued operations 34 (473.627) (1.906.917)
Cash flow generated by investing activity (14.702.049) 3.876.811
Financing activity
Non current financial liabilities 17 (7.141.311) (7.830.574)
Current financial liabilities 18 (548.948) 2.972.878
Capital increase 10 259.170 343.466
(Purchase) Sell treasury shares 13 (1.985.910)
Dividends paid 31 (18.616.270) (16.991.408)
Other non- monetary variations from financing activity 0 (77.415)
Cash flows from financing activities, discontinued operations 34 6.017.450 12.852.357
Cash flow generated by financing activity (22.015.819) (8.730.696)
Change in cumulative translation adjustment reserve (90.273) (550.380)
Change in cumulative translation adjustment reserve for assets held for sale - 385.636,46
Increase/(decrease) in cash and cash equivalents (29.193.026) 17.549.111
Increase/(decrease) in cash and cash equivalents of assets held for sale (8.405.885)
Cash and cash equivalents at the beginning of the financial period 177.053.864 131.040.583
Cash and cash equivalents reclassified among assets held for sale 21.177.898 -
Cash and cash equivalents at the end of the financial period 118.277.055 148.589.694

(*) The values for the 2024 financial year have been restated in accordance with the standard IFRS 5.

Total cash and cash equivalents consist of the cash balance and the balance of deposits and bank current accounts.

Changes in the consolidated Shareholders' Equity

Total shareholders' equity 31/12/2023 Net income
allocation
Dividends
distributed
Other
movements
Comprehensive
income (loss)
30/06/2024
Share capital 2.598.872 3.510 2.602.382
Additional paid in capital 47.329.202 339.956 47.669.158
Legal reserve 537.302 537.302
Treasury stock -380.401 -380.401
Other reserves:
Extraordinary reserve 102.563.733 12.115.559 114.679.292
Special reserve for grants received 426.657 426.657
Cumulative translation adjustment -1.667.151 -318.424 -1.985.575
Other reserves 6.704.023 1.270.684 25.533 8.000.240
Retained earnings / (accumulated deficit) 139.678.866 36.123.819 -16.006.440 248.724 86.395 160.131.364
Net income / (loss) 48.239.378 -48.239.378 27.297.374 27.297.374
Total Group shareholders' equity 346.030.481 -16.006.440 1.862.874 27.090.878 358.977.793
Capital and reserve of minority interest 27.600.202 1.827.144 -984.968 7.377 -23.189 28.426.566
Result of minority interest 1.827.144 -1.827.144 150.831 150.831
Total Minority interest 29.427.346 -984.968 7.377 127.642 28.577.397
Total shareholders' equity 375.457.827 -16.991.408 1.870.251 27.218.520 387.555.190
Total shareholders' equity 31/12/2024 Net income
allocation
Dividends
distributed
Other
movements
Comprehensive
income (loss)
30/06/2025
Share capital 2.603.962 2.649 2.606.611
Additional paid in capital 47.822.126 256.521 48.078.647
Legal reserve 537.302 537.302
Treasury shares reserve
Treasury stock -78.999 -1.985.910 -2.064.909
Other reserves:
Extraordinary reserve 114.679.292 16.376.837 131.056.129
Special reserve for grants received 426.657 426.657
Cumulative translation adjustment -65.763 969.602 -3.110.184 -2.206.345
Other reserves 8.047.907 690.034 4.803 8.742.744
Retained earnings / (accumulated deficit) 159.434.807 35.236.457 -17.611.316 1.080.378 39.403 178.179.729
Net income / (loss) 51.613.294 -51.613.294 17.931.704 17.931.704
Total Group shareholders' equity 385.020.585 -17.611.316 1.013.274 14.865.726 383.288.269
Capital and reserve of minority interest 24.889.809 891.703 -1.004.954 -87.250 -1.036.900 23.652.408
Result of minority interest 891.703 -891.703 -660.019 -660.019
Total minority interests 25.781.512 -1.004.954 -87.250 -1.696.919 22.992.389
Total shareholders' equity 410.802.097 -18.616.270 926.024 13.168.807 406.280.658

See notes 10 to 14 for details.

The amount entered in the "comprehensive income (loss)" column refers to:

  • as for the cumulative translation adjustment, to the variation in currency assets held by the group;
  • as for other reserves and retained earnings (accumulated deficit), to the "remeasurement" of the severance indemnity fund for the portion relating to the subsidiaries.and to the accounting of a hedging derivative by a subsidiary on interest expense on loans;

Please refer to the specific statement of comprehensive income (loss) for more details.

EXPLANATORY NOTES

CORPORATE INFORMATION

The parent company El.En. S.p.A. is a joint stock company incorporated and domiciled in Italy. The company's headquarters is in Calenzano (Florence), Via Baldanzese no.17.

The ordinary shares are listed on Euronext STAR Milan ("STAR") managed by Borsa Italiana S.p.A.

This consolidated half-yearly financial statement as at 30 June 2025 was examined and approved by the Board of Directors on 10 September 2025.

The financial statement is drawn up in euros, which is the presentation and functional currency of the parent company and many of its subsidiaries.

BASIS OF PREPARATION AND ACCOUNTING STANDARDS

BASIS OF PREPARATION

This consolidated condensed half-yearly financial statement has been prepared in summary form, in accordance with the provisions of IAS 34 – Interim Financial Reporting. This document therefore does not include all the information required by the annual financial statement and must be read in conjunction with the consolidated financial statement prepared for the year ended 31 December 2024.

The Group has prepared its financial statement on the assumption that the requirement of going concern is maintained.

The consolidated financial statement consists of:

  • the consolidated Statement of Financial Position The presentation of the consolidated statement of financial position is made through the separate disclosure of current and non-current assets and current and noncurrent liabilities;
  • the consolidated Income Statement The consolidated income statement shows items by nature, as it is considered the one that provides the most explanatory information;
  • the consolidated Statement of Comprehensive Income The consolidated statement of comprehensive income includes items recognised directly in shareholders' equity when the IFRS allow it;
  • the consolidated Cash Flow Statement The consolidated cash flow statement presents the cash flows from operating, investing and financing activities. Cash flows from operating activities are reported using the indirect method, whereby the income (loss) for the financial period is adjusted for the effects of transactions of a noncash nature, any deferrals or accruals of past or future operating cash receipts or payments, and revenue items or expense associated with cash flows from investing or financing activities;
  • the Changes in the consolidated Shareholders' Equity;
  • and these Explanatory Notes.

The economic information is provided with reference to the first six months of 2025 and the first six months of 2024. The financial information is instead provided with reference to 30 June 2025 and 31 December 2024.

EXPRESSION IN ACCORDANCE WITH THE IFRS

The condensed half-yearly financial statement as at 30 June 2025, prepared in consolidated form pursuant to Article 154-ter of (It.) Legislative Decree of 24 February 1998, no. 58 (TUF) and subsequent amendments has been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union. The IFRS also include all interpretative documents issued by the International Financial Reporting Interpretations Committee (IFRIC), formerly Standing Interpretations Committee (SIC).

In the course of 2024, the intention was announced to sell the controlling interest in the Chinese Laser Cut business unit. Therefore, in the presence of this expressed intention, this financial statement has been prepared in accordance with the IAS/IFRS accounting standards, reclassifying the contribution of the Chinese industrial cutting division in the assets, liabilities and income statement from discontinued operations according to IFRS5. For 30 June 2024 the Adjustments to

the comparative figures were necessary only for the consolidated Income Statement and the consolidated Cash Flow Statement, as required by paragraph 40 of IFRS 5. The equity investment was actually sold in July 2025.

IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED SINCE 1/1/25

The accounting standards adopted for the preparation of the consolidated condensed half-yearly financial statement are consistent with those used for the preparation of the consolidated financial statement as at 31 December 2024, except for the adoption of new standards and amendments effective 1 January 2025. The Group has not opted for the early adoption of any new standards, interpretations, or amendments that have been issued but are not yet effective.

Lack of exchangeability - Amendments to IAS 21

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specify how an entity should consider whether a currency is exchangeable and how it should determine the spot exchange rate when exchangeability is absent. The amendments also require disclosures that enable the users of the financial statement to understand how the currency that is not exchangeable into another currency affects, or is expected to affect, the entity's financial performance, financial position, and cash flows.

The amendments take effect for financial years beginning on or after 1 January 2025. In applying the amendments, the entity may not restate comparative information.

These amendments have had no impact on the Group's financial statement.

SCOPE OF CONSOLIDATION

SUBSIDIARIES

The consolidated condensed half-yearly financial statement of El.En. Group includes the financial statements of the parent company and those of the Italian and foreign companies in which El.En. S.p.A. directly or indirectly controls the majority of the votes exercisable at the ordinary shareholders' meeting.

Control is achieved when the Group is exposed to or entitled to variable returns from its relationship with the investee and, at the same time, has the ability to affect those returns by exercising its power over that entity. Specifically, the Group controls an investee if, and only if, the Group has:

  • power over the investee (i.e. holds valid rights that give it the current ability to direct the relevant activities of the investee);
  • the exposure or rights to variable returns arising from the relationship with the investee;
  • the ability to exert its power over the investee to affect the amount of its returns.

Generally, there is a presumption that a majority of voting rights implies control. To support this presumption and when the Group holds less than a majority of the voting rights (or similar rights), the Group considers all relevant facts and circumstances to determine whether it controls the investee, including:

  • Contractual agreements with other holders of voting rights;
  • Voting rights and potential voting rights of the Group.

The Group reconsiders whether or not it has control of a subsidiary if the facts and circumstances indicate that there have been changes in one or more of the three elements relevant to the definition of control. Consolidation of a subsidiary begins when the Group obtains control and ceases when the Group loses control. The assets, liabilities, income and expenses of the subsidiary acquired or sold during the financial year are included in the consolidated financial statement from the date on which the Group obtains control until the date on which the Group no longer exercises control over the company.

The profit (loss) for the year and each of the other components of the statement of comprehensive income are allocated to the shareholders of the parent company and the non-controlling equity investments, even if this implies that the non-controlling equity investments have a negative balance. When necessary, appropriate adjustments are made to the financial statements of the subsidiaries to ensure compliance with the group's accounting standards. All assets and liabilities, shareholders' equity, income, expenses and intercompany cash flows related to transactions between group entities are eliminated completely upon consolidation.

Changes in equity investments in a subsidiary that do not result in a loss of control are accounted for in the shareholders' equity.

If the Group loses control of a subsidiary, it must derecognise the related assets (including goodwill), liabilities, minority interests and other shareholders' equity components, while any gain or loss is recognised in the income statement. Any retained equity investment must be recognised at fair value.

The following table summarises, with regard to the subsidiaries, the information as at 30 June 2025 on their names, headquarters and share capital held directly and indirectly by the Group.

Company name Note Headquarters Currency Share capital Percentage held Consolidated
percentage
Direct Indirect Total
Parent company
El.En. S.p.A.
Subsidiaries
Calenzano (ITA) EUR 2.606.611
Ot-Las S.r.l. Calenzano (ITA) EUR 154.621 98,89% 98,89% 98,89%
Deka Mela S.r.l. Calenzano (ITA) EUR 40.560 85,00% 85,00% 85,00%
Esthelogue S.r.l. 1 Calenzano (ITA)
Vaux en Velin
EUR 7.100.000 50,00% 50,00% 100,00% 100,00%
Deka Sarl (FRA)
Torre
Annunziata
EUR 155.668 100,00% 100,00% 100,00%
Lasit S.p.A. (ITA) EUR 1.154.000 70,00% 70,00% 70,00%
Quanta System S.p.A. Milano (ITA) EUR 1.500.000 100,00% 100,00% 100,00%
Asclepion GmbH 2 Jena (GER)
Arcugnano
EUR 2.025.000 50,00% 50,00% 100,00% 100,00%
ASA S.r.l. 3 (ITA) EUR 46.800 60,00% 60,00% 51,00%
BRCT Inc. New York (USA) USD no par value 100,00% 100,00% 100,00%
Penta-Laser (Wuhan)
Co., Ltd 4 Wuhan (CINA)
Blumenau
CNY 20.483.763 100,00% 100,00% 77,59%
Cutlite do Brasil Ltda 5 (BRA) BRL 2.000.000 98,27% 98,27% 97,17%
Pharmonia S.r.l. Calenzano (ITA) EUR 50.000 100,00% 100,00% 100,00%
Deka Japan Co., Ltd
Penta Laser Zhejiang
Tokyo (GIAP)
Wenzhou
JPY 10.000.000 55,00% 55,00% 55,00%
Co., Ltd 6 (CINA) CNY 48.490.211 78,46% 78,46% 77,59%
Merit Due S.r.l. 7 Calenzano (ITA) EUR 13.000 100,00% 100,00% 98,89%
Cutlite Penta S.p.A. 8 Calenzano (ITA)
Cassano
EUR 500.000 100,00% 100,00% 98,89%
Galli Giovanni & C. S.r.l.
Penta Laser Technology
9 Magnago (ITA) EUR 31.200 70,00% 70,00% 70,00%
(Shangdong) Co., Ltd. 10 Linyi (CINA) CNY 26.000.000 100,00% 100,00% 77,59%
Lasit Laser Polska 11 Tychy (POL) PLN 9.795 65,00% 65,00% 45,50%
Lasit Laser Iberica, S.L.
Shenzhen KBF Laser
12 Saragoza (SPA)
Shenzhen
EUR 3.100 65,00% 65,00% 45,50%
Tech Co., Ltd
Lasit Laser Deutschland
13 (CINA)
Immendingen
CNY 21.836.505 60,00% 60,00% 46,55%
GmbH 14 (GER) EUR 12.500 70,00% 70,00% 49,00%
HL S.r.l. 15 Calenzano (ITA) EUR 200.000 100,00% 100,00% 98,89%
Lasit Laser Uk Ltd 16 Solihull (GB) GBP 10.000 70,00% 70,00% 49,00%
Cutlite Penta USA, Inc. 17 Dover (USA) USD 75.000 100,00% 100,00% 98,89%
Nexam S.r.l. 18 Prato (ITA) EUR 20.000 51,00% 51,00% 50,43%
Cutlite Poland sp. z o.o 19 Breslavia (POL)
Saint Cyr Au
PLN 215.000 100,00% 100,00% 98,89%
Lasit Laser France Sas 20 Mont d'Or (FR) EUR 20.000 60,00% 60,00% 42,00%
Cutlite Penta Iberica SL
Cutlite Deutschland
21 Sevilla (SPA)
Ludwigsburg
EUR 49.998 100,00% 100,00% 98,89%
GmbH 22 (GER) EUR 50.000 100,00% 100,00% 98,89%

(1) held by Elen SpA (50%) and Asclepion (50%)

(2) held by Elen SpA (50%) and Quanta System SpA (50%)

(3) held by Deka Mela Srl (60%)

(4) held by Penta Laser Zhejiang Co., Ltd (100%)

(5) held by Cutlite Penta SpA (98,27%)

(6) held by Ot-las Srl (78,46%)

(7) held by Ot-las Srl (100%)

(8) held by Ot-las Srl (100%)

(9) held by Quanta System SpA (70%)

(10) held by Penta Laser Zhejiang Co., Ltd (100%)

(11) held by Lasit SpA (65%)

  • (12) held by Lasit SpA (65%)
  • (13) held by Penta Laser Zhejiang Co., Ltd (60%)
  • (14) held by Lasit SpA (70%)
  • (15) held by Cutlite Penta SpA (100%)
  • (16) held by Lasit SpA (70%)
  • (17) held by Cutlite Penta SpA (100%)
  • (18) held by Cutlite Penta SpA (51%)
  • (19) held by Cutlite Penta SpA (100%)
  • (20) held by Lasit SpA (60%)
  • (21) held by Cutlite Penta SpA (100%)
  • (22) held by Cutlite Penta SpA (100%)

Transactions carried out during the period

For the transactions carried out in the period, please refer to the description in the section "Subsequent events" of the Management Report.

Compared to 31 December 2024, the scope of consolidation has undergone changes in relation to the purchase of 51% of the company Nexam Srl and 100% of Cutlite Penta Iberica and the establishment of the companies Cutlite Poland and Cutlite Deutschland, both by the subsidiary Cutlite Penta SpA. The newly formed companies are all 100% owned. The subsidiary Lasit SpA established the company Lasit Laser France and holds a 60% stake in it. In February 2025, control of With Us Co. Ltd. was sold.

Acquisition of Nexam S.r.l.

On 10 January 2025, the Group acquired 51% of the voting shares of Nexam S.r.l. (Nexam), a company headquartered in Italy company specialising in the production of vertical warehouses for loading/unloading sheet metal, in order to expand the Group's product range. The purchase was accounted for using the acquisition method. The consolidated condensed half-yearly financial statement incorporates Nexam's results for six months from the acquisition date.

The fair value of Nexam's assets and liabilities at the acquisition date is set out below:

Fair value recognised
at the time of acquisition
€000
Assets
Property, plant and equipment 28
Intangible fixed assets 6
Financial fixed assets 27
Cash 69
Accounts receivable 501
Inventories 331
Accruals and prepayments 12
974
Liabilities
Provisions for risks and charges (6)
Severance Indemnity (23)
Accounts payable (1.716)
Accruals and prepayments (2)
(1.747)
Total identifiable net assets at fair value (773)
Consideration paid for the acquisition 324
Analysis of cash flows at acquisition:
Net cash acquired with the subsidiary (included in cash flows from investing activities) 69
Consideration paid (324)
Net cash flow from the acquisition (255)

The acquisition of 51% of the company in January 2025 involved an outlay of 324 thousand euros, which was partly used to cover the losses estimated at the purchase date. Subsequently, in April 2025, after the final financial

statement of the acquired company was approved and the losses were found to be higher than estimated, an additional 70 thousand euros were paid to cover losses. It should be noted that no goodwill emerged from the acquisition of Nexam, as the consideration paid to complete this transaction and the subsequent payment were used both to purchase the company shares and to cover previous losses. These losses were already recorded in the 2024 Group financial statement in a specific provision for risks and charges to cover future losses.

Acquisition of Cutlite Penta Ibérica

On 24 April 2025, the Group acquired 100% of the voting shares of Cutlite Penta Ibérica S.L. (Cutlite Penta Ibérica), a commercial company headquartered in Spain, in order to increase the Group's presence in the geographical area. The purchase was accounted for using the acquisition method. The consolidated condensed half-yearly financial statement incorporates the results of Cutlite Penta Ibérica for two months from the acquisition date. The fair value of Cutlite Penta Ibérica's assets and liabilities at the acquisition date is set out below:

Fair value recognised
at the time of acquisition
€000
Assets
Assets for deferred income taxes 17
Cash 20
Other receivables 3
40
Liabilities
Other payables (93)
(93)
Total identifiable net assets at fair value (53)
Consideration paid for the acquisition 3
Analysis of cash flows at acquisition:
Net cash acquired with the subsidiary (included in cash flows from investing activities) 20
Consideration paid (3)
Net cash flow from the acquisition 17

The acquisition of 100% of the shares in April 2025 involved an initial outlay of 3 thousand euros, equal to the Company's share capital. The Group subsequently proceeded to cover the losses incurred by the company in 2024, amounting to 56 thousand euros, by recording a cost of the same amount in the 2025 Income Statement.

ASSOCIATED COMPANIES

El.En. S.p.A. directly or indirectly holds equity investments in some companies, without, however, exercising control over them. These companies are valued using the shareholders' equity method.

Equity investments in associated companies are as follows:

Company name Note Headquarters Currency Share capital Percentage held Consolidated
percentage
Direct Indirect Total
Solbiate Olona
Immobiliare Del.Co. S.r.l. (ITA) EUR 24.000 30,00% 30,00% 30,00%
Elesta S.p.A. Calenzano (ITA) EUR 2.510.000 24,86% 24,86% 24,86%
With Us Co., Ltd Tokyo (GIAP) JPY 100.000.000 33,29% 33,29% 33,29%
Actis S.r.l. Calenzano (ITA) EUR 10.200 12,00% 12,00% 0,00%
ZheJiang Monochr Laser
Intelligent Equipment Co.,
ltd. 1 Wenzhou (CINA) CNY 28.600.000 24,47% 24,47% 18,99%

(1) held by Penta Laser Zhejiang Co., Ltd (24,47%)

Transactions carried out during the period

For the transactions carried out in the period, please refer to the description in the section "Subsequent events" of the Management Report.

EQUITY INVESTMENTS IN OTHER COMPANIES

Compared to 31 December 2024, there are no significant changes in equity investments in other companies.

STANDARDS OF CONSOLIDATION

The consolidated condensed half-yearly financial statement includes the financial statements of El.En.S.p.A. and of its subsidiaries as at 30 June 2025.

The Group's equity investments in associated companies and joint ventures are accounted for using the shareholders' equity method.

The financial statements used for consolidation are the financial statements of the individual companies or their subaggregations. These financial statements are appropriately reclassified and adjusted in order to bring them into line with the IFRS accounting standards and evaluation criteria used by the parent company.

The subsidiaries are consolidated on a line-by-line basis from the date of acquisition and cease to be consolidated on the date control is transferred outside the Group; the economic results of the subsidiaries are included in the consolidated income statement.

In particular, the following consolidation criteria were applied to the consolidated companies:

  • The assets and liabilities as well as the income and expenses of the companies included in the consolidation are reported in full.
  • The book value of the investment in each of the subsidiaries is eliminated against the corresponding portion of the shareholders' equity of each of them, including any fair value adjustments at the acquisition date; the difference arising is allocated to the specific assets of the companies acquired on the basis of their current values at the acquisition date and, for the residual portion, if the conditions exist, to "Goodwill". In this case, these amounts are not amortised but are subject to impairment testing at least annually, and in any case whenever the need arises due to impairment. If the elimination of the equity investment results in a negative difference, this is recognised in the income statement.
  • The amount of the capital and reserves of the subsidiaries corresponding to minority interests is recorded in a shareholders' equity item called "capital and reserves of minority interests"; the portion of the consolidated economic result corresponding to minority equity investments is recorded in the item "profit (loss) for the year pertaining to minority interests".

TRANSLATION OF CURRENCY ITEMS

The interim financial reporting packages of each consolidated company are prepared using the functional currency relative to the economic environment in which each company operates. In such financial reporting packages, all transactions in currencies other than the functional currency are recognised at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are subsequently adjusted at the exchange rate prevailing at the end of the reporting period.

NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

The Group classifies non-current assets and discontinued operations as held for sale if their book value will be recovered primarily through a sale transaction, rather than through their continuing use. Such non-current assets and discontinued operations, classified as held for sale, are valued at the lower of their book value and their fair value less costs to sell. Selling costs are the additional costs directly attributable to the sale, excluding finance charges and taxes.

The condition for classification as held for sale is considered met only when the sale is highly probable and the asset or discontinued operation is available for immediate sale in its current condition. The actions required to complete the sale should indicate that it is unlikely that significant changes will occur to the sale or that the sale will be cancelled. The Management must be committed to the sale, which should be completed within one year of the classification date.

Depreciation of property, plant and equipment and amortisation of intangible assets ceases when they are classified as available for sale.

Assets and liabilities classified as held for sale are presented separately under current items in the financial statement. Assets held for sale are excluded from the operating income and are presented in the statement of profit (loss) in a single line as Net profit/(loss) from assets held for sale.

Cash flows from discontinued operations are included in the consolidated cash flow statement and are presented separately in Note 34.

CONSOLIDATION OF FINANCIAL STATEMENTS IN FOREIGN CURRENCY

For the purposes of the consolidated condensed half-yearly financial statement, the results, assets and liabilities are expressed in euro, which is the functional currency of the parent company El.En. S.p.A. For the purposes of preparing the consolidated condensed half-yearly financial statement, interim financial reporting packages with a functional currency other than the euro are translated into euros by applying to assets and liabilities, including goodwill and consolidation adjustments, the exchange rate in force at the end of the reporting period, to income statement items the average exchange rates for the period that approximate the exchange rates in force at the date of the respective transactions, while shareholders' equity items are translated at historical exchange rates.

The related exchange rate differences are recognised directly in shareholders' equity and are shown separately in a special reserve therein. Exchange differences are recognised in the income statement when the subsidiary is sold. Upon the first-time adoption of the IFRS, cumulative conversion differences generated by the consolidation of foreign companies with a functional currency other than the euro were reclassified to the results of previous years, as allowed by IFRS 1; therefore, only cumulative conversion differences recognised after 1 January 2004 are included in the determination of capital gains and losses arising from their possible disposal.

For the conversion of the financial statements of subsidiaries and associated companies with currencies other than the euro, the exchange rates used are as follows:

30/06/2024 31/12/2024 30/06/2025 30/06/2025
Currencies Average exchange
rate
Exchange Rate Average exchange
rate
Exchange Rate
USD 1.08125 1.0389 1.09275 1.172
GBP 0.85465 0.82918 0.84229 0.8555
Real 5.49221 6.4253 6.2913 6.4384
Yen 164.46135 163.06 162.11952 169.17
Yuan 7.80111 7.5833 7.9238 8.397
PLN 4.31688 4.275 4.23127 4.2423

SEASONALITY

The markets in which the Group operates are not characterised by significant seasonality that could cause an uneven flow of sales and operating costs in different months, even though historically the last quarter of the year is characterised by a higher sales volume, while the first quarter is the one with lower revenues.

USE OF ESTIMATES

The preparation of the consolidated condensed half-yearly Financial Statement, in application of the IFRS, requires the making of estimates and assumptions that affect the values of assets and liabilities in the financial statement and the disclosure of contingent assets and liabilities at the reporting date. Actual results may differ even significantly from the estimates made, given the natural uncertainty surrounding the assumptions and conditions on which the estimates are based. Estimates are used to record provisions for credit risks, inventory obsolescence, devaluation of fixed assets and goodwill, and provisions for guarantees or disputes. The estimates and assumptions are reviewed periodically and the effects of any variation are reflected in the income statement.

Goodwill is tested for impairment at least annually to verify any loss in value.

The main valuation process and the key assumptions used in the process that may have a significant effect on the amounts recognised in the consolidated condensed half-yearly Financial Statement or for which there is a risk that value adjustments to the book value of assets and liabilities may arise in the year following the date of the financial statement are summarised below.

• Bad debt reserve

The bad debt reserve represents management's best estimate of potential losses on the trade receivables portfolio. The estimate is based on expected losses determined on the basis of historical losses for similar debts, trends in past due debts, an assessment of credit quality and a projection of economic and market conditions. In particular, the Group uses a model to calculate ECLs (Expected Credit Losses) for accounts receivable. Provision rates are based on the Group's observed days overdue and historical default rates. Historical default rates are updated and changes in estimates are analysed based also on reference scenarios. The assessment of the correlation between historical default rates, forecast economic conditions and ECLs represents a significant estimate. The estimate made by the Administrators, although based on historical and market data, may be subject to changes in the competitive or market environment in which the Group operates.

• Reserve for inventory obsolescence

The determination of the reserve for inventory write-down is a significant estimate by management and is based on assumptions developed to detect the phenomena of obsolescence, slow moving, and possible excess of inventories with respect to the possibility of future use or sale, as well as other conditions that may generate an excess of the book value with respect to the realisable value, also considering the rapid evolution of the technologies underlying the Group's products. Stocks of slow-moving raw materials and finished products are periodically analysed on the basis of historical data and the possibility of their sale at lower values than normal market transactions. If these analyses result in the need to reduce the value of inventories, a special allowance for write-downs is recognised. The determination of the reserve for inventory write-down is determined on the basis of historical and market data; changes in reference scenarios and market trends may significantly alter the criteria used to determine the underlying estimates.

• Leases

The determination of the value of usage rights arising from lease agreements and the related financial liabilities is an estimate by management. The determination of the lease term takes into account the expiry dates of the contract entered into as well as any renewal clauses that the Group deems reasonably certain to be exercised. The incremental borrowing rate is constructed by considering the type of asset being leased, the jurisdiction in which it is acquired, and the currency in which the lease is denominated. Possible changes in reference scenarios and market trends may require revisiting the components described.

• Risk of losing law suits

The Group recognises a liability for ongoing legal and tax disputes and litigation when it believes it is probable that a financial outlay will be incurred and when the amount of resulting losses can be reasonably estimated. Given the uncertainties inherent in the outcome of these proceedings, it is difficult to predict with certainty the disbursement that will result from such disputes, and it is therefore possible that the value of funds for legal proceedings may change as a result of future developments in ongoing proceedings. The Group monitors the status of pending lawsuits and proceedings and consults with its legal and tax advisors.

• Goodwill

Goodwill is tested for impairment at least annually, even in the absence of facts and circumstances requiring such a review.

The procedure for determining the recoverable amount of goodwill involves, in estimating the value in use, assumptions concerning the expected cash flows of the identified cash generating units (CGU), making reference to multi-year plans, the determination of an appropriate discount rate (WACC) and long-term growth rate (g-rate). Possible changes in reference scenarios and market trends may require revisiting the components described.

The values recorded in the consolidated condensed half-yearly Financial Statement passed the impairment test performed on 31 December 2024. As at 30 June 2025, considering the results achieved in the period by the CGUs attributable to the European companies to which the goodwill or the expected results for the financial year are allocated, no indicators of permanent impairment have emerged. With reference to the Chinese subsidiary SHENZEN KBF LASER TECH CO. LTD., considering the negotiations for the sale of the 60% stake held by Penta Laser Zhejiang to the previous shareholders, partly already concluded before the approval of this report and partly ongoing, a realisable value emerged that was lower than the book value, which required a write-down of the assets held for sale of approximately 4,6 million euros.

• Warranty reserve

The warranty reserve is intended to cover potential warranty claims on products and is determined on the basis of the Group's existing commercial agreements.

The warranty reserve is estimated on the basis of the costs for spare parts and warranty service incurred during the period, adjusted for the sales volumes of the financial year and the average years of warranty granted, which vary depending on the sector.

• Deferred tax assets and liabilities

Deferred taxes are recognised on temporary differences between statutory and tax values and on tax loss carryforwards. The administrators are required to make a discretionary assessment to determine the amount of deferred taxes that may be accounted for, which are recognised to the extent that it is probable that there will be adequate future taxable profits against which temporary differences and tax losses can be utilised.

• Employee Benefits – Severance Indemnity

Actuarial valuation requires making assumptions about discount rates, future salary increases, turnover and mortality rates. Due to the long-term nature of these plans, these estimates are subject to a significant degree of uncertainty. All recruitment is reviewed annually.

• Fair value measurement

The Group measures financial instruments at fair value at each financial statement end date.

Fair value is the price that would be received for the sale of an asset, or paid for the transfer of a liability, in a regular transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place:

  • in the main market of the asset or liability; or
  • in the absence of a main market, in the most advantageous market for the asset or liability.

The main or most advantageous market must be accessible to the Group.

The fair value of an asset or liability is measured by adopting the assumptions that market participants would use in pricing the asset or liability, assuming that they would act to satisfy their economic interest in the best way possible.

The Group uses measurement techniques that are appropriate to the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statement are categorised according to the fair value hierarchy, as described below:

  • Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
  • Level 2 inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability;
  • Level 3 measurement techniques for which the input data are not observable for the asset or liability.

The fair value measurement is classified entirely in the same level of the fair value hierarchy in which the lowest level input used for the measurement is classified.

For assets and liabilities recognised in the financial statement at fair value on a recurring basis, the Group determines whether transfers between levels of the hierarchy have occurred by reviewing the categorisation (based on the lowest level input, which is significant to the fair value measurement in its entirety) at each financial statement closing.

At each financial statement closing, the Group analyses changes in the values of assets and liabilities for which revaluation or restatement is required under Group accounting standards.

For the purposes of fair value disclosures, the Group determines classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as illustrated above.

• Discontinued operations

IFRS 5 requires assets and liabilities held for sale to be measured at the lower of their book value and fair value less costs to sell. In the valuation of the Chinese laser cutting business unit, the fair value was estimated using the sales contract as a reference.

Sustainability risks

Highlights on Double Materiality

In line with the priorities defined by the European Securities and Market Authority (ESMA) during the previous financial year and in continuity with the path already undertaken previously, the group has identified and identified possible environmental risk factors. The group constantly monitors the evolution of the national and international regulatory framework.

Please note that last year, El.En. Group conducted a double materiality analysis for the first time to identify significant impacts, risks, and opportunities, assessing both the Group's impact on the environment and society (impact materiality) and the influence of ESG factors on the company's performance (financial materiality).

The double materiality analysis enabled us to identify the relevant climate risks, divided into transition risks and physical risks. Transition risks – i.e., the economic, financial, and operational risks arising from the transition to a more sustainable, low-carbon economy identified by the group – include the introduction of new environmental regulations, market pressure for sustainable solutions, fluctuating energy prices, and challenges in product innovation. Physical risks – i.e., risks arising from progressively changing climate conditions and extreme weather events – include damage to infrastructure, interruptions in supplies, production losses, and energy disruptions caused by extreme weather events.

The risks related to climate change

Within the identified risk universe, the climate change-related risks that emerged as significant for the group include physical risks linked to an increase in extreme events (such as floods, landslides, storms), which could cause damage to infrastructure and operational interruptions. Such events can also cause blackouts and reduce productivity. To mitigate these risks, the Parent Company and its Italian subsidiaries have taken out an insurance policy that covers direct damages from atmospheric events such as hurricanes, storms, wind, hail, floods and earthquakes. Currently, these risks are considered significant in the medium to long term and do not impact the current year's accounting estimates. The group has completed a detailed analysis of its indirect emissions, which will allow it to assess the actions to be implemented and the objectives to be defined as part of the transition plan. This choice will enable it to adopt targeted and effective measures, promoting convergence between corporate strategy and decarbonisation objectives in a responsible and realistic manner. The Group will continue to monitor this exposure by specifically assessing the impact on production costs related to the introduction of emission reduction regulations and, if there is a significant impact, the Group will include these assumptions in its estimates.

Other sustainability risks

Among the sustainability risks, the group has identified as significant the risk related to insufficient monitoring of product anomalies, which could compromise the perception of quality, safety, and innovation. The group closely monitors risks related to the quality and safety of its products and implements numerous measures to minimise this risk, adopting a highly structured quality management system based on rigorous internal and external controls. A certified quality management system is in place, with checks throughout the entire supply chain, to mitigate risk, including financial ones. The Parent Company and its Italian and European subsidiaries have also taken out a Product Liability insurance policy that covers potential claims for damages arising from the use of their products by consumers or other persons. The risk is considered significant in the medium to long term, and has no impact on current accounting estimates.

For the sake of completeness, we also disclose a medium-impact risk related to difficulties in sourcing raw materials due to scarcity or geopolitical instability. This risk could potentially affect supplies, costs, and revenues. This risk is also monitored and updated annually, but does not lead to immediate changes to the company's strategy.

STOCK OPTION PLANS

El.En. S.p.A.

Below is some information on the stock option plans approved by the parent company El.En.S.p.A., plans designed to provide the Company with an incentive and loyalty instrument.

2016-2025 plan

Plan 2016-2025

Max. expiration
date
Outstanding options Options issued Options cancelled Options exercised Expired option not exercised Outstanding options Exercisable options Exercise price
01/01/2025 01/01/2025 -
30/06/2025
01/01/2025 -
30/06/2025
01/01/2025 -
30/06/2025
01/01/2025 -
30/06/2025
30/06/2025 30/06/2025
5 31-dic-25 66.997 20.375 46.622 46.622 € 3,18

(*) the price for exercising the option varied after the stock split operation voted by the shareholders' assembly on July 20th, 2021 in which every old share was replaced by four new ordinary shares.

This plan, taking into account the presence of two tranches that have two different vesting and exercise periods, is conceptually comparable to two separate options that could be defined as "American forward start".

The fair value of an "American forward start" option can be obtained by combining a risk-neutral approach to determine the expected value of the stock at the beginning of the exercise period and then using a binomial tree type model to value the American option.

The following assumptions were made in order to determine the fair value:

risk-free rate: 0,338492% historical volatility: 0,28489

time interval used for volatility calculation: last trading year

2026-2031 plan

Plan 2026-2031

Max. expiration date Outstanding options Options issued Options cancelled Options exercised Expired option not exercised Outstanding options Exercisable options Exercise price
01/01/2025 01/01/2025 -
30/06/2025
01/01/2025 -
30/06/2025
01/01/2025 -
30/06/2025
01/01/2025 -
30/06/2025
30/06/2025 30/06/2025
1 31-dic-31 1.414.000 - 1.414.000 € 13,91

This plan, taking into account the presence of two tranches that have two different vesting and exercise periods, is conceptually comparable to two separate options.

The fair value was determined using a binomial model from the assignment date to the maturity date. The model takes into account the value of the security underlying the option at the time of assignment, the strike price and requires the estimation of the volatility of the security, the risk free interest rate and the expected dividend rate of the security.

The following assumptions were made in order to determine the fair value:

risk-free rate: 2,9444074% historical volatility: 0,3709335939

time interval used for volatility calculation: last trading year

With regard to the characteristics of the stock option plans, as well as the capital increase approved to service them, please refer to the description in Note (10) to this document.

STOCK GRANT PLANS

El.En. S.p.A.

Below is some information on the stock grant plans approved by the parent company El.En.S.p.A., plans designed to provide the Company with an incentive and loyalty instrument.

Compensation plan based on financial instruments for the benefit of employees and collaborators of the Company and its subsidiaries

The plan approved by the Shareholders' Meeting of the parent company on 29 April 2025, and the regulations for which were approved by the Board of Directors on 15 May 2025, is intended for individuals identified at the Board's discretion from among employees and collaborators deemed worthy of incentives and recognition and who hold or are destined to hold roles deemed to be of key or strategic importance within the Company and the Group based on management and strategic considerations. Collaborators and employees (belonging to the category of executives, middle managers and employees) of the Issuer and/or its Subsidiaries who, at the sole and discretionary judgment of the Board of Directors, play a key role, thereby actively contributing to the development of the group's business and the creation of long-term value, may be beneficiaries of the Plan.

The 2025-2028 Stock Grant Plan envisages the free assignment to the identified Beneficiaries of the right to receive, again free of charge, ordinary shares of El.En. To service the Plan, treasury stock of which the Company has acquired ownership will be used pursuant to and for the purposes of Articles 2357 et seq. of the It. Civil Code.

In particular, the Shareholders' Meeting set the maximum total number of El.En. ordinary shares to service the 2025- 2028 Stock Grant Plan at 200.000 Shares, equal to 0,249% of the Company's current share capital, all ordinary shares with no expressed par value.

The Plan is structured in 4 (four) Vesting Periods starting in 2025.

As of the reference date of this document, no rights have been assigned.

Compensation plan based on financial instruments for the benefit of the Company's General Manager

The plan approved by the Shareholders' Meeting of the parent company on 29 April 2025, pursuant to art. 114-bis of (It.) Legislative Decree no. 58/1998 and whose regulations were approved by the Board of Directors on 15 May 2025, is intended exclusively for the Company's General Manager, Paolo Salvadeo, identified by the Board of Directors as the key figure in defining and achieving the company's strategic and performance objectives with reference to the achievement of the Group's objectives.

The "2025-2028 Stock Grant Plan for the General Manager of El.En. s.p.a." envisages the free assignment to the General Manager of El.En. Spa shares. A maximum of 136.000 ("Base Number") shares will be allocated to service the Plan, equal to 0,169% of the share capital of El.En. S.p.A. on the date of the resolution through the use of treasury shares of which the Company has acquired ownership.

The Plan is structured in 4 (four) Vesting Periods starting in 2025.

The plan envisages that, for each vesting period, within the limits of the base number of shares, the Board of Directors may assign to the Beneficiary a maximum quantity of 34.000 rights for each Vesting period corresponding to a maximum of 136.000 shares attributable for the entire duration of the plan.

The beneficiary became aware of the assignment of rights and the terms of the plan on 15 May 2025 and accepted the assignment on 30 May 2025; therefore, in accordance with this, the grant date was set for that last date.

The determination of the fair value per share on the grant date took into consideration the following parameters:

Grant date 30/05/2025
Stock value @ grant date 10,74
Prospective Dividend Yield 1,86%

Information on the consolidated statement of financial position - Assets

Non-current assets

Intangible assets (note 1)

The following changes in intangible assets occurred in the period:

31/12/2024 Increase Decrease Revaluations
/
Devaluations
Other
movements
Depreciation Translation
adjustment
30/06/2025
Goodwill 3.038.065 - - 3.038.065
Development
costs 312.796 (1) (90.798) 221.997
Patents and
rights to use
patents of
others 7.716 - (2.154) - 5.562
Concessions,
licenses,
trade marks
and similar
rights 786.498 46.104 (267) (4.012) (153.827) (577) 673.919
Other
intangible
assets 322.936 131.228 - (112.033) - 342.131
Intangible
assets under
construction
and advance
payments 223.740 53.464 (10.546) 266.658
Total 4.691.751 230.796 (267) - (14.559) (358.812) (577) 4.548.332

Goodwill

Goodwill, which is the most significant component of intangible assets, represents the excess of the acquisition cost over the fair value of the assets acquired net of current and contingent liabilities assumed. Goodwill is not subject to amortisation and is tested for impairment at least annually.

For the purpose of periodic impairment testing, the individual goodwill recorded was allocated to the respective "cash generating units" (CGUs) identified. The identification of CGUs coincides with each legal entity and corresponds with the Administrators' vision of their business.

The following table shows the book value of goodwill for each of the "Cash Generating Units":

CASH GENERATING UNIT (CGU) Goodwill Goodwill
30/06/2025 31/12/2024
Quanta System S.p.A. 2.079.260 2.079.260
ASA S.r.l. 439.082 439.082
Cutlite Penta S.r.l. 407.982 407.982
Ot-las S.r.l. 7.483 7.483
Asclepion Laser Technologies GmbH 72.758 72.758
Deka MELA S.r.l. 31.500 31.500
Total 3.038.065 3.038.065

As at the end of the previous financial year, the recoverable value of the CGUs was tested for impairment in order to verify the existence of any impairment losses, by comparing the unit's book value with its value in use, i.e. the present value of the expected future cash flows that are expected to be derived from its continued use and eventual disposal at the end of its useful life. The impairment test carried out for the purposes of the consolidated financial statement closed on 31 December 2024 did not reveal any impairment.

As at 30 June 2025, considering the results achieved in the period by the CGUs attributable to the European companies to which the goodwill or the expected results for the financial year are allocated, no indicators of permanent impairment have emerged.

Other intangible assets

The item "development costs" includes costs incurred for the development of prototypes both by the parent company El.En. S.p.A. And its subsidiary Asa Srl.

The item "patents and rights to use patents of others" relates to the capitalisation of costs incurred for the purchase of patents, especially by the subsidiary Quanta System SpA, and the parent company El.En. S.p.A.

The item "concessions, licences, trade marks and similar rights" includes, among other things, costs incurred particularly by the parent company El.En. and the subsidiaries Lasit, Quanta, Cutlite Penta and Asclepion for the purchase of software.

The residual item "Other" consists mainly of costs incurred by the parent company El.En. for the development of software.

Tangible fixed assets (note 2)

Movements in tangible fixed assets are as follows:

Cost 31/12/2024 Increase (Disposals) Revaluation /
Devaluation
Other
movements
Translation
adjustment
30/06/2025
Land and Buildings 45.912.647 411.549 0 (3.713) 0 46.320.483
Plant and machinery 21.854.883 461.535 (25.554) (15.152) 230.227 (102) 22.505.837
Industrial and commercial equipment 19.905.469 438.585 (221.942) (294.769) (12.936) 19.814.407
Other assets
Tangible assets under construction and
advance payments
16.363.234
4.264.099
990.285
2.604.439
(109.074) (1.732) (705.425)
(898.692)
(29.103) 16.508.185
5.969.846
Total 108.300.332 4.906.393 (356.570) (16.884) (1.672.372) (42.141) 111.118.758
Land and Buildings rights of use 20.383.096 3.563.211 (894.902) (869.664) (30.959) 22.150.782
Plant and machinery right of use
Industrial and commercial equipment
17.837 (17.837)
right of use 1.069.083 (179.406) (6.722) 882.955
Other assets right of use 6.089.822 1.310.363 (703.085) (447.431) (17.422) 6.232.247
Total 27.559.838 4.873.574 (1.597.987) 0 (1.514.338) (55.103) 29.265.984
Total 135.860.170 9.779.967 (1.954.557) (16.884) (3.186.710) (97.244) 140.384.742
Accumulated depreciation 31/12/2024 Depreciation (Disposals) Revaluation /
Devaluation
Other
movements
Translation
adjustment
30/06/2025
Land and Buildings 11.603.382 584.347 2 0 0 12.187.731
Plant and machinery 12.142.592 912.867 (12.233) (282.192) (100) 12.760.934
Industrial and commercial equipment 15.492.539 927.096 (199.638) (351.486) (12.051) 15.856.460
Other assets
Tangible fixed assets in progress and
advances
11.147.650 703.332 (45.021) (404.059) (12.022) 11.389.880
Total 50.386.163 3.127.642 (256.890) 0 (1.037.737) (24.173) 52.195.005
Land and Buildings rights of use 4.146.825 650.966 (714.575) (309.626) (13.291) 3.760.299
Plant and machinery right of use
Industrial and commercial equipment
16.206 1.631 (17.837)
right of use 910.000 39.541 (176.440) (6.614) 766.487
Other assets right of use 2.778.112 787.536 (700.426) (264.603) (7.822) 2.592.797
Total 7.851.143 1.479.674 (1.415.001) 0 (768.506) (27.727) 7.119.583
Total 58.237.306 4.607.316 (1.671.891) 0 (1.806.243) (51.900) 59.314.588
------- ------------ ----------- ------------- --- ------------- ---------- ------------
31/12/2024 Increase (Disposals) Revaluation /
Devaluation /
Depreciations
Other
movements
Translation
adjustment
30/06/2025
Land and Buildings 34.309.265 411.549 (2) (584.347) (3.713) 0 34.132.752
Plant and machinery 9.712.291 461.535 (13.321) (928.019) 512.419 (2) 9.744.903
Industrial and commercial equipment 4.412.930 438.585 (22.304) (927.096) 56.717 (885) 3.957.947
Other assets
Tangible assets under construction and
5.215.584 990.285 (64.053) (705.064) (301.366) (17.081) 5.118.305
advance payments 4.264.099 2.604.439 (898.692) 5.969.846
Total 57.914.169 4.906.393 (99.680) (3.144.526) (634.635) (17.968) 58.923.753
Land and Buildings rights of use 16.236.271 3.563.211 (180.327) (650.966) (560.038) (17.668) 18.390.483
Plant and machinery right of use
Industrial and commercial equipment
1.631 (1.631) 0
right of use 159.083 (39.541) (2.966) (108) 116.468
Other assets right of use 3.311.710 1.310.363 (2.659) (787.536) (182.828) (9.600) 3.639.450
Total 19.708.695 4.873.574 (182.986) (1.479.674) (745.832) (27.376) 22.146.401

The item "Land and Buildings" and related rights of use includes:

  • the real estate complex in Calenzano (FI), where the parent company El.En. S.p.A. and some of its subsidiaries operate;

Total 77.622.864 9.779.967 (282.666) (4.624.200) (1.380.467) (45.344) 81.070.154

  • the real estate complex purchased by Cutlite Penta located in the municipality of Prato for the relocation of the production activity to a location more suited to the volume currently developed;

  • the properties located in the municipality of Torre Annunziata, the first of which was purchased in 2006 and the second in 2018 and intended for the research, development and production activities of the subsidiary Lasit S.p.A.;
  • the property located in Jena which, since May 2008, has housed the activities of the subsidiary Asclepion GmbH together with the new property inaugurated by the same subsidiary in September 2019;
  • the property located in Samarate (VA), acquired at the end of 2014 by the subsidiary Quanta System S.p.A. in addition to the new building purchased in 2018 by Quanta adjacent to the first;
  • the building built in 2019 located in Arcugnano which houses the activities of the subsidiary ASA srl;
  • the property acquired in 2021 by the subsidiary Galli Giovanni Srl.

The increases in the period mainly refer to costs incurred for improvements to the establishment of the parent company and its subsidiary Lasit SpA.

The item "Plants and machinery" essentially refers to investments made by the parent company El.En. and by the subsidiaries Asclepion, Quanta System, Lasit, Asa, Cutlite Penta, and Galli Giovanni & C. With reference to the latter, it should be noted that, in the acquisition year 2019, a Purchase Price Allocation of the amount paid of approximately 400 thousand euros was made to the Plant and equipment category.

The item "Industrial and commercial equipment" refers mainly to El.En. and the subsidiaries Quanta System, Esthelogue, Deka Mela, Lasit, and Cutlite Penta.

The increases in the category "Other assets" are mainly attributable to new motor vehicles, also due to the application of IFRS16, and electronic machines.

The category "Tangible assets under construction and advance payments" includes costs incurred by the parent company El.En. for improvements it is making to existing buildings, by the subsidiaries Lasit, Quanta System and Cutlite Penta for new buildings being constructed and/or equipped.

The other movements include, among other things, the effect of the full deconsolidation of With Us.

As at 30 June 2025, the Group has no commitments related to the completion and/or purchase of the above-mentioned properties.

As of the financial statement closing, there were no indicators of impairment deriving either from internal sources (company strategies) or external sources (regulatory, economic, technological context in which the Group operates) relating to tangible fixed assets as a whole.

Equity investments (note 3)

The analysis of the equity investments is as follows:

30/06/25 31/12/24 Variation Var.%
Equity investment in associated companies 1.061.361 977.596 83.765 8,57%
Other equity investments 1.033.091 1.033.343 (252) -0,02%
Total 2.094.452 2.010.939 83.513 4,15%

Equity investments in associated companies

For a detailed breakdown of the equity investments held by Group companies in associated companies, please refer to the paragraph on the scope of consolidation.

Please note that the associated companies Immobiliare Del.Co. S.r.l., Elesta S.p.A., are valued using the shareholders' equity method.

The financial statement values of equity investments in associated companies are respectively:

Immobiliare Del.Co. S.r.l.: 209 thousand euro Actis S.r.l.: 1 thousand euro Elesta S.p.A.: 907 thousand euro With Us Co., Ltd -56 thousand euro Total 1.061 thousand euro

Equity investments in other companies

"Equity investments in other companies" were measured at fair value.

This item is mostly attributable to the shareholding held in "Epica International Inc" for a counter-value of 888 thousand euros. With regard to the measurement of this investment, the Administrators considered that, as the equity instrument is not listed on a regulated market, and as there is a wide range of possible fair value measurements related to different subscriptions, the cost represents the best estimate of fair value in this range, also in consideration of the average subscription share price.

Financial receivables/Deferred tax assets and Other non-current receivables and assets (note 4)

30/06/2025 31/12/2024 Variation Var.%
Other non-current assets
Financial receivables - third parties 285.055 285.055
Financial receivables - associated 122.953 122.953
Deferred tax assets 11.584.880 11.299.483 285.397 2,53%
Other non-current assets 13.679.584 7.611.590 6.067.994 79,72%
Total 25.672.472 18.911.073 6.761.399 35,75%

Deferred tax assets amounted to about 11.585 thousand euros and mainly refer to the reserve for inventory obsolescence, intercompany profits on end-of-period inventories, the bad debt reserve in excess of the amount deductible for tax purposes, and deferred taxation calculated on the revaluation of certain company assets performed by some Italian companies in accordance with current regulations.

Deferred tax assets are recognised to the extent that it is probable that there will be adequate future taxable profits against which the temporary differences can be utilised.

The item "Other non-current assets" relates mostly to temporary investments of liquidity in life insurance policies underlying a segregated management in securities and with the possibility of exercising total or partial surrender during the contractual term provided that at least one year has elapsed since the inception of the policies.

In the second quarter, the parent company and the subsidiaries Deka Mela and Quanta System signed new policies worth 2 million euros each, for a total of 6 million. As at 30 June 2025, the overall fair value of these investments is 4,5 million euros for El.En., 7,2 million euros for Deka Mela, and 2 million euros for Quanta System, respectively.

Since these are medium-term investments, the companies have decided to classify them as non-current assets, recording the fair value of the policies in the assets and the revaluation of the policies in the income statement, and consequently to exclude them from the net financial position.

Current assets

Inventories (note 5)

The analysis of inventories is as follows:

30/06/2025 31/12/2024 Variation Var.%
Raw materials, consumables and supplies 92.271.983 92.082.351 189.632 0,21%
Work in progress and semi finished products 46.892.665 44.354.928 2.537.737 5,72%
Finished products and goods 29.778.352 35.956.525 (6.178.173) -17,18%
Total 168.943.000 172.393.804 (3.450.804) -2,00%

Final inventories of 168.943 thousand euros are down 2% from 172.394 thousand euros as at 31 December 2024.

Below is an analysis of total inventories, distinguishing the amount of the reserve for inventory obsolescence from the gross value:

30/06/2025 31/12/2024 Variation Var.%
Gross amount of Inventory 196.024.672 198.905.861 (2.881.189) -1,45%
Devaluation provision (27.081.672) (26.512.057) (569.615) 2,15%
Total 168.943.000 172.393.804 (3.450.804) -2,00%

The provision for obsolescence is calculated to align the stock value with its estimated realisable value, recognising obsolescence and slow moving where necessary. The amount of the provision increased by approximately 570 thousand euros compared to 31 December 2024 and its incidence on the gross amount of inventory increased slightly from 13,3% as at 31 December 2024 to 13,8% as at 30 June 2025.

Accounts receivable (note 6)

Receivables were as follows:

30/06/2025 31/12/2024 Variation Var.%
Accounts receivable from third parties 121.567.010 117.664.032 3.902.978 3,32%
Accounts receivable from associated 394.018 318.314 75.704 23,78%
Total 121.961.028 117.982.346 3.978.682 3,37%
Accounts receivable from third parties 30/06/2025 31/12/2024 Variation Var.%
Italy 47.909.452 52.569.243 (4.659.791) -8,86%
Europe 24.718.126 24.193.443 524.683 2,17%
ROW 58.176.936 52.314.237 5.862.699 11,21%
minus: bad debt reserve (9.237.504) (11.412.891) 2.175.387 -19,06%
Total 121.567.010 117.664.032 3.902.978 3,32%

The table shows an overall increase in credit exposure to customers.

Below are the movements in the bad debt reserve:

30/06/2025
On January 1st 11.412.891
Provision 2.183.520
Amounts utilized and unused amounts reversed (532.702)
Other movements (3.683.399)
Translation adjustment (142.806)
At the end of the period 9.237.504

The incidence of the bad debt reserve over total receivables from third parties recorded a decrease from 8,8% as at 31 December 2024 to 7,1% as at 30 June 2025.

An analysis of accounts receivable from third parties is given below:

Accounts receivable from third parties 30/06/2025 31/12/2024
To expire 74.034.946 78.121.357
Overdue:
0-30 days 24.187.825 24.403.295
31-60 days 6.262.992 4.626.886
61-90 days 3.845.338 2.285.300
91-180 days 5.689.843 4.800.598
> 180 days 7.546.066 3.426.596
Total 121.567.010 117.664.032

For a more detailed analysis of accounts receivable from associated companies, please refer to the following chapter on "related parties".

Tax receivables/Other receivables (note 7)

Tax receivables and other receivables are broken down as follows:

30/06/2025 31/12/2024 Variation Var.%
Tax receivables
VAT receivables 10.244.923 8.415.986 1.828.937 21,73%
Income tax receivables 4.464.846 5.404.376 (939.530) -17,38%
Total 14.709.769 13.820.362 889.407 6,44%
Current financial receivables
Financial receivables - third parties 481.966 1.002.865 (520.899) -51,94%
Financial receivables - associated 331.565 331.565 0 0,00%
Total 813.531 1.334.430 (520.899) -39,04%
Other current receivables
Security deposits 334.301 363.683 (29.382) -8,08%
Advance payments to suppliers 3.873.493 3.791.348 82.145 2,17%
Other receivables 6.366.219 5.912.165 454.054 7,68%
Total 10.574.013 10.067.196 506.817 5,03%
Total current financial receivables and other current receivables 11.387.544 11.401.626 (14.082) -0,12%

The year ended with a VAT receivable of over 10 million euros resulting from the Group's intensive export business. The item "income tax receivables" records, for some group companies, receivables arising from the difference between the pre-existing tax credit/down payments and the tax liability accrued at the reporting date herein; for some Italian companies, tax credits recognised to support research, development and innovation activities and those replacing benefits recognised in past years in the form of hyper and super depreciation are also recognised.

A more detailed analysis of financial receivables from associated companies can be found in the chapter "Related party disclosures" later in this document.

The item "Other receivables" refers mostly to prepaid expenses of various companies.

Securities and other current financial assets (note 8)

30/06/2025 31/12/2024 Variation Var.%
Securities and other current financial assets
Other current financial assets 12.972.077 10.017.016 2.955.061 29,50%
Total 12.972.077 10.017.016 2.955.061 29,50%

The amount recorded under "Other current financial assets" consists of mutual investment funds and bonds held by the parent company El.En. SpA and the subsidiaries Deka Mela and Quanta System in order to temporarily deploy liquidity.

Cash and cash equivalents (note 9)

Cash and cash equivalents are broken down as follows:

30/06/2025 31/12/2024 Variation Var.%
Bank and postal accounts 118.238.049 147.426.583 (29.188.534) -19,80%
Cash on hand 39.006 43.498 (4.492) -10,33%
Total 118.277.055 147.470.081 (29.193.026) -19,80%

In the first half of the year, cash and cash equivalents decreased by 29 million euros. For the analysis of changes, please refer to the Cash Flow Statement.

Net financial position as at 30 June 2025

The Group's net financial position as at 30 June 2025 is as follows (in thousands of euros):

Net financial position 30/06/25 31/12/24
A Cash and cash equivalents 118.277 147.470
B Cash equivalents
C Other current financial assets 13.454 11.020
D Liquidity (A + B + C) 131.731 158.490
E Current financial debt (18.502) (19.858)
F Current portion of non-current financial debt (3.305) (3.389)
G Current financial indebtedness (E + F) (21.807) (23.246)
H Net current financial position (D + G) 109.924 135.244
I Non-current financial debt (7.253) (13.500)
J Debt instruments (11.489) (9.998)
K Non-current trade and other payables (1.200) (1.186)
L Non-current financial indebtedness (I + J + K) (19.943) (24.684)
M Net Financial Position (H + L) 89.982 110.559

The net financial position recorded a decrease of approximately 21 million during the six months, from 110,6 million of 31 December 2024 to 90 million of 30 June 2025.

For further details, please refer to the Management Report.

Information on the consolidated statement of financial position - Liabilities

Capital and reserves

The main components of Shareholders' Equity are as follows:

Share capital (note 10)

As at 30 June 2025, the share capital of El.En. Group, coinciding with that of the parent company, was as follows:

Authorized (to stock option plan
service)
EURO 2.658.626
Underwritten and deposited EURO 2.606.611

Nominal value of each share -

Euros without nominal value

Category 31/12/24 Increase Decrease 30/06/25
No. of Ordinary Shares 80.121.900 81.500 80.203.400
Total 80.121.900 81.500 0 80.203.400

The shares are nominal and indivisible; each share grants the right to one vote at all ordinary and extraordinary shareholders' meetings as well as other property and administrative rights in accordance with the law and the Articles of Association. At least 5% of the net profit for the year must be allocated to the legal reserve, within the limits of Article 2430 of the (It.) Civil Code. The residue shall be distributed among the shareholders unless the shareholders' meeting resolves otherwise. The Articles of Association do not provide for the distribution of down payments on dividends. Dividends not collected within five years from the day on which they became payable shall be forfeited in favour of the Company. There are no special clauses in the Articles of Association concerning the shareholders' participation in the remaining assets in the event of liquidation. There are no clauses in the Articles of Association conferring particular privileges.

Capital increases to service stock option plans

The Extraordinary Shareholders' Meeting of El.En. S.p.a. of 12 May 2016 resolved to grant the right to the Board of Directors, pursuant to and for the effects of Article 2443, paragraph II, of the (It.) Civil Code, to increase, also in several instalments and also in divisible form, within five years from the date of the resolution, the share capital up to the maximum nominal amount of 104.000,00 euros through the issue of new shares to be allocated to the subscription of the beneficiaries of the 2016-2025 stock option plan.

On 13 September 2016, the Board of Directors of the company, at the proposal of the Remuneration Committee, resolved on the implementation of the share incentive plan (stock option) for the period 2016-2025 ("2016-2025 Stock Option Plan"), following the mandate given to it by the shareholders' meeting mentioned above: the beneficiaries of the plan, the quantities of options granted, the exercise windows, the subscription price were identified.

The Board also exercised, in full and exclusively for the purposes of the Plan, the power granted to it pursuant to Article 2443, paragraph II, of the (It.) Civil Code by the same shareholders' meeting, to increase, against payment, in divisible forms and with the exclusion of the option right pursuant to Article 2441, paragraph V, of the (It.) Civil Code, the share capital by 104.000,00 euros by issuing 800.000 ordinary shares (following the split resolved by the shareholders' meeting of 20 July 2021, to 3.200.000 ordinary shares) subscribable by administrators, collaborators, and employees of El.En. S.p.A. and companies controlled by it, who are assignees of the options under the aforementioned Plan.

The options may be exercised, in accordance with the terms and conditions set forth in the plan regulations definitively approved on 13 September by the beneficiaries in two equal tranches: the first from 14 September 2019 until 31 December 2025; the second from 14 September 2020 until 31 December 2025.

The Plan will end on 31 December 2025; any options not exercised on that date will be definitively forfeited, and the capital will be deemed to be definitively increased for the amount actually subscribed and paid up on that date. Following the exercise by some of the beneficiaries of the 2016-2025 Stock Option Plan, in the first six months of 2025 the company issued 81.500 ordinary shares (post-split) for proceeds of 259 thousand euros including capital increase and share premium.

The Extraordinary Shareholders' Meeting of El.En. S.p.a. of 15 December 2022 resolved to grant the right to the Board of Directors, pursuant to and for the effects of Article 2443, paragraph II, of the (It.) Civil Code, to increase, also in several instalments and also in divisible form, within five years from the date of the resolution, the share capital up to the maximum nominal amount of 65.000,00 euros through the issue of new shares to be allocated to the subscription of the beneficiaries of the 2026-2031 stock option plan.

On 15 March 2023, the Board of directors of the company, at the proposal of the Remuneration Committee, resolved on the implementation of the share incentive plan (stock option) for the period 2026-2031 ("2026-2031 Stock Option Plan" or "Plan"), following the mandate given to it by the shareholders' meeting mentioned above: the beneficiaries of the plan, the quantities of options granted, the exercise windows, the subscription price were identified.

The Board also proceeded to exercise, partially and exclusively for the purposes of the Plan, the right granted to it pursuant to Article 2443, paragraph II, of the (It.) Civil Code by the same shareholders' meeting, to increase, against consideration, in tranches and with the exclusion of the option right pursuant to Article 2441, paragraph V, of the (It.) Civil Code, the share capital up to 45.955,00 euros by issuing 1.414.000 ordinary shares that may be subscribed for by administrators, collaborators, and employees of El.En. s.p.a. and its subsidiaries, who are beneficiaries of the options under the aforementioned Plan.

The options may be exercised, in accordance with the terms and conditions set forth in the plan regulations definitively approved on the same date, by the beneficiaries in two equal tranches: the first from 1 April 2026 to 31 December 2031; the second from 1 April 2027 to 31 December 2031.

The Plan will end on 31 December 2031; any options not exercised on that date will be definitively forfeited, and the capital will be deemed to be definitively increased for the amount actually subscribed and paid up on that date.

Lastly, it should be noted that the market capitalisation of the Company is, in any case, currently higher than the values implied in the consolidated shareholders' equity as at 30 June 2025.

Additional paid in capital (note 11)

As at 30 June 2025, the additional paid in capital reserve, coinciding with that of the parent company, amounted to 48.079 thousand euros, up from 47.822 thousand euros as at 31 December 2024 as a result of the stock options exercised during the six-month period, as mentioned in the previous note.

Other reserves (note 12)

30/06/2025 31/12/2024 Variation Var.%
Legal reserve 537.302 537.302 0 0,00%
Extraordinary reserve 131.056.129 114.679.292 16.376.837 14,28%
Cumulative translation adjustment (2.206.345) (65.763) (2.140.582) 3254,99%
Stock option/ stock based compensation reserve 8.803.356 8.113.322 690.034 8,50%
Special reserve for grants received 426.657 426.657 0 0,00%
Other reserves (60.612) (65.415) 4.803 -7,34%
Total 138.556.487 123.625.395 14.931.092 12,08%

As at 30 June 2025, the "extraordinary reserve" amounted to 131.056 thousand euros; the increase compared to 31 December 2024 relates to the destination of the net income of the 2024 financial year, as per the resolution passed at the Shareholders' Meeting of the parent company held on 29 April 2025.

The cumulative translation adjustment summarises the effect of exchange rate variation on foreign currency investments. The effects for 2025 are shown in the "comprehensive income (loss)" column of the Shareholders' Equity statement.

The reserve for "stock options/stock-based compensation" includes the balancing entry for the notional costs determined in accordance with IFRS 2 of the Stock option plans granted by El.En. S.p.A.

The special reserve for grants received is to be considered a revenue reserve and is unchanged from 31 December 2024.

The item "Other reserves" mainly includes the reserve for the valuation of the severance indemnity fund in accordance with IAS 19.

Treasury stock (note 13)

The shareholders' meeting of the parent company El.En. s.p.a. approved the Board of Directors' authorisation to purchase and dispose of treasury stock with numerous resolutions dating back to 2008, most recently on 29 April 2024, with the terms for the purchase expiring on 28 October 2025.

On 29 April 2025, the Shareholders' Meeting of El.En. s.p.a., after revoking the unused portion of the authorisation granted by the same meeting on 29 April 2024, re-authorised the Board of Directors to purchase treasury stock within 18 months of the resolution date, as already described in the significant events in the first half of 2025.

As at 30 June 2025, the number of treasury stock held by the company is 202.470, an increase from the 7.470 shares held as at 31 December 2024.

Retained earnings / (accumulated deficit) (note 14)

This item summarises the contribution to the Group's shareholders' equity of all consolidated companies.

Non-current liabilities

Severance indemnity fund (note 15)

The following table highlights the movements during the accounting period:

31/12/2024 Provision (Utilization) Payments to
complementary
funds, INPS
fund and other
movements
30/06/2025
4.981.355 1.576.050 (549.461) (860.612) 5.147.332

The severance indemnity represents the allowance that employees accrue during their working life and is paid to them when they leave.

For the purposes of the international financial reporting standards, the payment of the severance indemnity represents a "long-term benefit following the end of employment"; it is a "defined benefit" obligation that results in the recognition of a liability similar to that arising in defined benefit pension plans.

With regard to companies located in Italy, following the changes made to the severance indemnity by (It.) Law 27/12/2006 (and subsequent amendments), only the liability relating to the accrued severance indemnity remaining in the company has been subject to valuation in accordance with IAS 19, since the accrued portion has been paid to a separate entity (supplementary pension fund).

Even for employees who explicitly decided to keep their severance indemnity in the company, the severance indemnity accrued since 1 January 2007 has been paid into the Treasury fund managed by INPS. This provision, based on the (It.) 2007 Budget Law, guarantees employees in the private sector the payment of severance indemnity for the portion corresponding to the payments made by them.

The present value of the obligation for the severance indemnity fund remaining in the group companies as at 30 June 2025 was 5.114 thousand euros.

The assumptions adopted in determining the plan are summarised in the table below:

Financial hypotheses Year 2024 Year 2025
Annual implementation rate 2,69%-2,78%-2,93%-3,18%-3,38% (*) 2,35%-2,65%-2,91%-3,21%-3,70% (**)
Annual inflation rate 2,00% 1,7%-1,9%-2% (***)
Annual increase rate of salaries Executives 3,00% Executives 3,00%
(including inflation) White collar workers 3,00% White collar workers 3,00%
Blue collar workers 3,00% Blue collar workers 3,00%

(*) 2,69% for the first three years, 2,78% from the fourth to the fifth, 2,93% from the sixth to the seventh, 3,18% from the eighth to the tenth and 3,38% up to the thirtieth year.

(**) 2,35% for the first three years, 2,65% from the fourth to the fifth, 2,91% from the sixth to the seventh, 3,21% from the eighth to the tenth and 3,70% up to the thirtieth year.

(***) 1,7% for 2025, 1,9% for 2026, 2% for subsequent years.

To ensure consistency with the source of past valuation returns, the returns that S&P records and publishes on 1Y-3Y, 3Y-5Y, 5Y-7Y, 7Y-10Y and finally 10+Y maturities were used to construct an iBoxx Corporate AA "rate curve" as at 30 June 2025 as summarised in the table above.

The amount recorded in the column "Payment to complementary pension forms, to INPS fund and other movements" of the statement of changes in the severance indemnity fund represents both the portion of severance indemnity paid to complementary pension funds or to the Treasury fund managed by INPS (for the latter with reference to certain Italian group companies), depending on the choices made by employees, and the amount of actuarial losses/gains for the year.

Other accruals (note 16)

The following table highlights the movements during the year:

31/12/2024 Provision (Utilization) Other
movements
Translation
adjustment
30/06/2025
Reserve for pension costs and similar 2.161.553 202.038 (19.374) (12.775) 2.331.442
Warranty reserve on the products 4.058.800 471.316 (2.467) (94.580) (4.792) 4.428.277
Reserve for risks and charges 1.896.249 8.000 (564.759) 10.436 1.349.926
Total 8.116.602 681.354 (586.600) (96.919) (4.792) 8.109.645

The provision for agents' termination indemnities, which is included in the item "provision for pension costs and similar", amounted to approx. 2.084 thousand euros as at 30 June 2025, compared to 1.918 thousand euros as at 31 December 2024.

According to IAS 37, the amount due is to be calculated using discounting techniques, in order to estimate as best as possible the total cost to be incurred in providing agents with benefits after the end of their employment.

The technical evaluations were carried out on the basis of the assumptions described below:

Financial hypotheses Year 2024 Year 2025
Annual implementation rate 2,36%-2,42%-2,36%(*) 2,598%-2,777%-2,809%(**)
Annual inflation rate 2,00% 1,7%-1,9%-2% (***)

(***) 2,36% on maturities of 10 years, 2,42% up to 15 years, 2,36% up to 20 years.

The yields derived from the EUR IRS curve at the valuation date were used to value the liability.

The warranty reserve is estimated on the basis of the costs for spare parts and warranty service incurred during the period, adjusted for the sales volumes of the financial year and the average years of warranty granted, which vary depending on the sector.

Contingent liabilities

On 30 June 2025, a Report of Tax Audit Findings (PVC) was delivered to Penta Laser Zhejiang (PLZ) by the Revenue Agency - Provincial Directorate of Florence, disputing the company's Chinese tax residency. PLZ, with the technical support of its own consultants, believes that all objections raised by the Agency's claim are unfounded, arguing that there is no connection with Italy that would make its income and transactions subject to Italian taxation.

(***) 2,598% on maturities of 10 years, 2,777% up to 15 years, 2,809% up to 20 years.

(***) 1,7% for 2025, 1,9% for 2026, 2% for subsequent years.

Financial debts and liabilities and other non-current liabilities (note 17)

30/06/2025 31/12/2024 Variation Var.%
Financial m/l term debts
Amounts owed to banks 7.252.894 13.499.717 (6.246.823) -46,27%
Amounts owed to leasing companies 11.459.309 9.573.735 1.885.574 19,70%
Amounts owed to other financiers 30.127 424.428 (394.301) -92,90%
Other non-current liabilities 1.200.216 1.186.464 13.752 1,16%
Total 19.942.546 24.684.344 (4.741.798) -19,21%

Details of amounts owed to banks outstanding as at 30 June 2025 are shown in the table below:

Company Bank Currency Current
amount
Non-
current
amount
First
instalment
Last
instalment
Interest
rate
Terms of payment (monthly, quarterly) Guarantees
Esthelogue Srl Intesa San
Paolo
Euro 382.332 - 28/08/2022 28/05/2026 1,30% Quarterly instalments 90% from
Mediocredito
Centrale
Asclepion GmbH Baudarlehen
Deutsche
Bank
Euro 444.444 703.707 02/05/2018 31/12/2027 1,40% Monthly instalment Mortgage
ASA S.r.l. Unicredit Euro 243.001 741.493 30/11/2019 31/05/2029 0,85% Half-year
instalments
Mortgage
ASA S.r.l. Intesa San
Paolo
Euro 761.499 - 24/09/2022 24/06/2026 1,02% Quarterly
instalments
90% from
Mediocredito
Centrale
Cutlite Penta SpA Intesa San
Paolo
Euro 2.200.000 550.000 28/10/2021 28/07/2026 Euribor
rate 3
months
+
SPREAD
1,06%
Quarterly
instalments
Elen SpA
Cutlite Penta SpA Credem Euro 73.392 1 04/08/2022 04/07/2025 Euribor
rate 3
months
+
SPREAD
0,85%
Monthly
instalment
-
Cutlite Penta SpA Intesa San
Paolo
Euro 1.269.165 1 28/08/2022 28/05/2026 1,02% Quarterly instalments 90% from
Mediocredito
Centrale
Cutlite Penta SpA Intesa San
Paolo
Euro 1.333.333 3.000.000 07/11/2024 07/08/2028 4,28% Quarterly instalments -
Cutlite Penta SpA Intesa San
Paolo
Euro 1.250.000 - 30/06/2023 31/03/2026 EURIBOR 3 months + 0,55% SPREAD covered by IRS Quarterly
instalments
-
Cutlite Penta SpA Monte
Paschi di
Siena
Euro 1.022.229 528.761 31/03/2024 31/12/2026 4,56% Quarterly instalments -
Cutlite Penta SpA Monte
Paschi di
Siena
Euro 904.515 938.914 30/06/2024 30/06/2027 3,75% +
0,85%
Quarterly instalments -
Cutlite Penta SpA Credem Euro 1.012.371 696.785 28/03/2024 28/02/2027 3,84% Monthly instalment -
Cutlite Penta SpA INTESA
SANPAOLO
Euro 2.500.000 - 28/10/2021 Until
revocation
Euribor
rate 3
months
+
SPREAD
0,750%
repayment at
maturity -
renewable
-

Cutlite Penta SpA INTESA
SANPAOLO
Euro 3.000.000 - 14/07/2023 Until
revocation
Euribor
rate 3
months
+
SPREAD
0,750%
repayment at
maturity -
renewable
-
Cutlite Penta SpA BANCO
FIORENTINO
Euro 1.460.095 - 01/07/2024 Until
revocation
Euribor
rate 6
months
+
SPREAD
1,00%
repayment at
maturity -
renewable
-
Cutlite Penta SpA CHIANTI
BANCA
Euro 513.581 - 27/05/2025 Until
revocation
Euribor
rate 3
months
+
SPREAD
0,5%
repayment at
maturity -
renewable
-
Nexam Srl Intesa San
Paolo
Euro 65.305 93.234 30/11/2024 30/10/2027 EURIBOR
1 month
+ 2,50%
SPREAD
Monthly
instalment
-

Also in previous financial years, payables to leasing companies refer mostly to the subsidiary Cutlite Penta, which purchased under finance lease a new building for the performance of production activities and therefore treated for accounting purposes in accordance with IFRS 16 in place of the already applied IAS 17. The first contract signed by Cutlite Penta has a duration of 12 years and expires in January 2031; the outstanding payable as at 30 June 2025 amounts to 2,6 million euros. The company then entered into another leasing contract in 2021 for the purchase of a new building adjacent to the other with a term of 12 years and expiring in January 2033; the remaining payable as at 30 June 2025 amounted to approximately 2,8 million euros. In the first six months of 2025, the company signed another leasing with a duration of 12 years and expiring in January 2037; the outstanding payable as at 30 June 2025 amounts to 2,5 million euros.

The other amounts in this item result from the application of IFRS 16 for the first time in the financial year 2019.

The item Other non-current liabilities includes, inter alia: the amount of accounts payable third parties due beyond 12 months or with payment terms due beyond one year in the amount of 769 thousand euros.

Current liabilities

Financial liabilities (note 18)

Details of short-term financial liabilities are set out below:

30/06/2025 31/12/2024 Variation Var.%
Financial short term debts
Amounts owed to banks 18.502.153 19.857.631 (1.355.478) -6,83%
Amounts owed to leasing companies 3.172.535 3.220.823 (48.288) -1,50%
Amounts owed to other financiers 121.568 146.990 (25.422) -17,30%
Total 21.796.256 23.225.444 (1.429.188) -6,15%
30/06/2025 31/12/2024 Variation Var.%
Current liabilities for derivative financial instruments 10.704 20.915 (10.211) -48,82%
Total 10.704 20.915 (10.211) -48,82%

Details of short-term amounts owed to banks are given in the previous note. Payables to banks are not subject to covenants.

The item "amounts owed to leasing companies" includes the short-term portions also of the leases described in the previous note.

The item "Amounts owed to other financiers" includes, inter alia:

  • loans disbursed by BPER to the subsidiary Lasit for the purchase of new equipment for a residual total of 4 thousand euros as at 30 June 2025, which were repaid in staggered instalments, the last instalment being due on 15 August 2025;

The item "Current liabilities for derivative financial instruments" included the fair value measurement in accordance with IFRS 9 of the interest rate swap derivative contract to hedge the interest rate on the Intesa San Paolo mortgage signed in 2023 by the subsidiary Cutlite Penta for 5 million euros.

Accounts payable (note 19)

30/06/2025 31/12/2024 Variation Var.%
Accounts payable 83.492.139 90.550.170 (7.058.031) -7,79%
Amounts owed to associated companies 12.789 12.789
Total 83.504.928 90.550.170 (7.045.242) -7,78%

Income tax payables /Other current payables (note 20)

The "income tax payables" accrued on certain Group companies amounted to 4.394 thousand euros as at 30 June 2025 and are recorded net of the related down payments paid and withholding taxes incurred.

Other payables are broken down as follows:

30/06/2025 31/12/2024 Variation Var.%
Social security debts
Debts to INPS 5.112.097 5.946.619 (834.522) -14,03%
Debts to INAIL 157.312 412.396 (255.084) -61,85%
Debts to other Social Security Institutions 820.546 994.228 (173.682) -17,47%
Total 6.089.955 7.353.243 (1.263.288) -17,18%
Other debts
Debts to the tax authorities for VAT 63.803 1.006.657 (942.854) -93,66%
Debts to the treasury for withholdings 2.665.217 4.115.858 (1.450.641) -35,25%
Other tax debts 59.518 41.943 17.575 41,90%
Debts to staff for wages and salaries 19.243.411 18.134.521 1.108.890 6,11%
Down payments 10.580.367 12.437.988 (1.857.621) -14,94%
Other debts 8.483.749 10.136.863 (1.653.114) -16,31%
Total 41.096.065 45.873.830 (4.777.765) -10,42%
Total social security debts and other debts 47.186.020 53.227.073 (6.041.053) -11,35%

"Debts to staff" include among other things the payable of deferred salaries accrued by employees as at 30 June 2025.

The item "Down payments" mostly represents payments on account received from customers for orders in their portfolios and mainly refer to the subsidiaries Deka Mela, Lasit, Quanta System, Asclepion, and Cutlite Penta.

The item "other debts" includes, among other things, the deferred income calculated by the various companies of the group.

Segment reporting under IFRS8

Within El.En. Group, the segments identified in application of IFRS 8 are those indicated below together with their associated carrying amounts. Current and deferred taxes and some financial assets and liabilities are not allocated to segments as, once more, they are managed at group level.

30/06/2025 Total Medical Industrial
Revenues 286.198 206.131 80.067
Intersectorial revenues (862) 0 (862)
Net Revenues 285.336 206.131 79.205
Other revenues and income 3.336 2.631 705
Gross Margin 126.211 97.862 28.349
Inc.% 44% 47% 36%
Operating charges 91.562 65.650 25.912
EBIT 34.649 32.212 2.437
12% 16% 3%
Net financial income (charges) (2.662)
Share of profit of associated companies (205) (205)
Other Income (expense) net (56) 0
Income (loss) before taxes 31.726
Income taxes 10.408
Income (loss) Continuing operations 21.318
Income (loss) Discontinued operations (4.046) (4.046)
Income (loss) before minority interest 17.272 0
Minority interest (660)
Net income (loss) 17.932
30/06/2024 Total Medical Industrial
Revenues 271.553 195.069 76.484
Intersectorial revenues (82) 0 (82)
Net Revenues 271.471 195.069 76.402
Other revenues and income 4.533 1.310 3.222
Gross Margin 119.831 91.584 28.247
Inc.% 44% 47% 37%
Operating charges 82.567 60.939 21.629
EBIT 37.264 30.646 6.618
Inc.% 14% 16% 9%
Net financial income (charges) 30
Share of profit of associated companies 29 29
Other Income (expense) net 4.971 0
Income (loss) before taxes 42.294
Income taxes 11.695
Income (loss) Continuing operations 30.600
Income (loss) Discontinued operations (3.152) (3.152)
Income (loss) before minority interest 27.448 0
Minority interest 151
Net income (loss) 27.297

30/06/2025 Total Medical Industrial
Assets assigned 635.498 329.668 305.830
Equity investments 1.886 1.715 171
Assets not assigned 63.585
Total assets 700.969 331.383 306.000
Liabilities assigned 257.479 67.684 189.795
Liabilities not assigned 37.209
Total liabilities 294.688 67.684 189.795
31/12/2024 Total Medical Industrial
Assets assigned 670.911 333.215 337.696
Equity investments 1.794 1.620 174
Assets not assigned 68.016 0 0
Total assets 740.721 334.835 337.870
0
0
0
0
0
0
Liabilities assigned 289.983 73.254 216.729
Liabilities not assigned 39.936 0 0
Total liabilities 329.919 73.254 216.729
30/06/2025 Total Medical Industrial
Changes in fixed assets:
- assigned 3.255 (1.034) 4.289
- not assigned 49
Total 3.304 (1.034) 4.289
31/12/2024 Total Medical Industrial
Changes in fixed assets:
- assigned (42.970) 1.793 (44.763)
- not assigned 450
Total (42.520) 1.793 (44.763)

Information on the consolidated Income Statement

Revenues (Note 21)

Below is a breakdown of the Group's revenues from contracts with customers as at 30 June 2025 and 2024:

30/06/25 30/06/24 Variation Var. %
Total medical systems 164.801.852 156.055.966 8.745.886 5,60%
Total industrial systems 70.252.704 67.394.974 2.857.730 4,24%
Total service 50.281.256 48.019.773 2.261.483 4,71%
Total revenue 285.335.812 271.470.714 13.865.098 5,11%

Breakdown of Revenues by geographical areas

Medical sector

30/06/25 30/06/24 Variation Var. %
Italy 22.282.616 16.822.404 5.460.212 32,46%
Europe 66.953.937 59.501.266 7.452.671 12,53%
Row 116.894.543 118.744.973 (1.850.430) -1,56%
Total revenue 206.131.096 195.068.643 11.062.453 5,67%

Industrial sector

30/06/25 30/06/24 Variation Var. %
Italy 33.217.223 33.879.269 (662.046) -1,95%
Europe 20.081.724 16.162.028 3.919.696 24,25%
Row 25.905.769 26.360.773 (455.004) -1,73%
Total revenue 79.204.716 76.402.070 2.802.646 3,67%

Breakdown of revenues based on timing of Revenue Recognition

30/06/2025 30/06/2024 Variation Var. %
Goods transferred at a specific time 283.381.269 268.248.637 15.132.632 5,64%
Services transferred over time 1.954.543 3.222.076 -1.267.533 -39,34%
Total revenue 285.335.812 271.470.714 13.865.098 5,11%

An overall increase in revenue of approximately 5,1% was recorded, with a better performance in the medical sector.

For further details, please refer to the Management Report.

Other income (note 22)

The analysis of other income is as follows:

30/06/25 30/06/24 Variation Var. %
Other income due to Insurance refunds 35.281 1.960.927 (1.925.646) -98,20%
Expense recovery 1.263.587 1.491.318 (227.731) -15,27%
Capital gains on disposal of fixed assets 213.218 66.904 146.314 218,69%
Other income 1.824.118 1.013.516 810.602 79,98%
Total 3.336.204 4.532.665 (1.196.461) -26,40%

Other income due to insurance refunds in 2024 also included those received in relation to the damage caused by the Campi Bisenzio flood in November 2023.

The item "Expense recovery" refers mostly to the recovery of transport costs.

The item "Other income" accounts for government contributions of 1.357 thousand euros received by Asclepion.

Purchase of raw materials (note 23)

The analysis of purchases is as follows:

30/06/25 30/06/24 Variation Var. %
Purchases of raw materials and finished products 126.626.765 135.471.825 (8.845.060) -6,53%
Packaging 2.107.002 2.347.053 (240.051) -10,23%
Shipping charges on purchases 1.737.938 1.953.016 (215.078) -11,01%
Other purchase expenses 1.284.871 764.868 520.003 67,99%
Other purchases 2.399.331 2.739.164 (339.833) -12,41%
Total 134.155.907 143.275.926 (9.120.019) -6,37%

Costs for the purchase of raw materials and related charges as at 30 June 2025 amounted to 134.156 thousand euros compared to 143.276 thousand euros in the previous year, a decrease of approx. 6%. Net of changes in inventories, the incidence of cost of goods was 47,7%, compared to 48% in the previous year.

Direct services/operating services and charges (24)

The item is broken down as follows:

30/06/25 30/06/24 Variation Var. %
Direct services
Outsourced processing 13.682.329 13.574.379 107.950 0,80%
Technical services on products 2.206.045 2.431.633 (225.588) -9,28%
Shipment charges on sales 2.273.259 2.260.897 12.362 0,55%
Sale commissions 6.839.145 5.947.736 891.409 14,99%
Royalties 122.800 235.400 (112.600) -47,83%
Travel expenses for technical assistance 662.306 600.675 61.631 10,26%
Other direct services 494.142 924.661 (430.519) -46,56%
Total 26.280.026 25.975.381 304.645 1,17%
Other operating services and charges
Maintenance and technical assistance on equipment 889.776 780.302 109.474 14,03%
Commercial services and consulting 2.006.246 2.161.621 (155.375) -7,19%
Legal and administrative services and consulting 981.279 794.529 186.750 23,50%
Audit fees 158.143 130.328 27.815 21,34%
Insurances 808.478 846.010 (37.532) -4,44%
Travel and accommodation expenses 2.731.638 2.580.711 150.927 5,85%
Trade shows 4.649.509 4.191.525 457.984 10,93%
Promotional and advertising fees 2.291.811 2.329.310 (37.499) -1,61%
Expenses related to real estate 2.041.521 1.868.230 173.291 9,28%
Other taxes 171.435 163.452 7.983 4,88%
Vehicles maintenance expenses 1.140.654 1.080.323 60.331 5,58%
Office supplies 91.269 178.349 (87.080) -48,83%
Hardware and Software assistance 1.897.059 1.467.624 429.435 29,26%
Bank charges 209.264 208.981 283 0,14%
Leases and rentals 1.182.607 1.197.167 (14.560) -1,22%
Salaries and indemnity to the Board of Directors and Board of Statutory
Auditors 1.616.391 1.251.445 364.946 29,16%
Temporary employment 462.415 915.494 (453.079) -49,49%
Other charges and services 7.613.266 5.972.961 1.640.305 27,46%
Total 30.942.761 28.118.362 2.824.399 10,04%

Operating services and charges amounted to 30.943 thousand euros, up from 28.118 thousand euros as at 30 June 2024. The increases are mainly in the costs for consultancy and remuneration of corporate bodies.

In the item "Other charges and services", the main items refer to technical-scientific consulting in the amount of 1.640 thousand euros.

With regard to research and development activities and costs, please refer to what has already been described in the Management Report.

Staff costs (note 25)

This item is broken down as follows:

30/06/25 30/06/24 Variation Var. %
Wages and salaries 39.196.775 35.930.137 3.266.638 9,09%
Social security contributions 11.079.208 9.859.462 1.219.746 12,37%
Severance indemnity 1.509.601 1.367.525 142.076 10,39%
Staff costs for stock options/stock based compensation 1.077.008 1.013.670 63.338 6,25%
Other costs 182.310 163.282 19.028 11,65%
Total 53.044.902 48.334.076 4.710.826 9,75%

At 53.045 thousand euros, staff expenses were up from 48.334 thousand euros last year.

The item "personnel costs for stock options / stock based compensation" includes, as at 30 June 2025, the notional costs for the stock options assigned by the parent company El.En. SpA to some of the group's employees and for the stock grant assigned to the general manager.

Depreciation, amortisation and other accruals (note 26)

This item is broken down as follows:

30/06/25 30/06/24 Variation Var. %
Amortization of intangible assets 358.812 284.599 74.213 26,08%
Depreciation of tangible assets 3.127.642 3.111.479 16.163 0,52%
Depreciation of tangible assets right of use 1.479.674 1.370.187 109.487 7,99%
Devaluation (Reval.) of intangible and tangible assets 10.943 10.943
Accrual for bad debts 2.153.520 2.883.743 (730.223) -25,32%
Accrual for risks and charges 443.815 (1.534.996) 1.978.811 -128,91%
Total 7.574.406 6.115.012 1.459.394 23,87%

The negative balance in accruals for risks and charges for 2024 was mainly due to the reversal of the product warranty fund and the other risks fund following the resolution of some disputes by Asclepion.

Financial income and charges and Exchange gain (loss) (note 27)

The details of the two items are as follows:

30/06/25 30/06/24 Variation Var. %
Financial income
Interest income on bank and postal accounts 1.256.170 643.084 613.086 95,34%
Financial income - associated companies 5.909 9.527 (3.618) -37,98%
Interest income from current securities and financial assets 63.497 14.725 48.772 331,22%
Capital gain and other income from current securities and financial
assets 169.219 191.974 (22.755) -11,85%
Other financial income 239.201 155.280 83.921 54,04%
Total 1.733.996 1.014.590 719.406 70,91%
Financial charges
Interests expenses on bonds 8.614 (8.614) -100,00%
Interests on bank debts and on short term loans 154.312 172.548 (18.236) -10,57%
Interests on bank debts and on other m/l term loans 356.471 435.279 (78.808) -18,11%
Capital losses and other charges on current securities and financial
assets 7.270 (6.667) 13.937 -209,04%
Other financial charges 427.709 450.161 (22.452) -4,99%
Total 945.762 1.059.935 (114.173) -10,77%
Exchange gain (loss)
Exchange gains 1.503.001 929.145 573.856 61,76%
Exchange losses (4.953.010) (853.603) (4.099.407) 480,25%
Other exchange gain (loss) (1) 1 -100,00%
Total (3.450.009) 75.541 (3.525.550) -4667,07%

"Interests on bank debts and on short-term loans" refers mainly to overdrafts granted by Credit Institutions to some Italian and foreign subsidiaries.

The item "other financial charges" includes, for about 66 thousand euros, the recognition of interest expenses arising from the application of IAS 19, and for 284 thousand euros the recognition of interest expenses for leases arising from the application of IFRS 16.

It should be noted that there is no significant amount of unpaid or uncollected interest.

Other income and charges (note 28)

30/06/25 30/06/24 Variation Var. %
Other charges
Capital losses on equity investments 29.242 (29.242) -100,00%
Devaluation of equity investment 56.096 56.096
Total 56.096 29.242 26.854 91,83%
Other income
Other non recurring income 5.000.000 (5.000.000) -100,00%
Total 0 5.000.000 (5.000.000) -100,00%

The item "Other income" in 2024 included the financial income recognised following the elimination of the financial liability that had been recorded in previous financial years due to the former minority shareholder of Penta Laser Zhejiang Co., Ltd for 40 million RMB (approximately 5 million euros), to be paid pursuant to the earn-out clause envisaged by the sales contract if an IPO of Penta Laser Zhejiang Co., Ltd were carried out within 5 years from the purchase date.

The exit of private equity funds from their equity investment in Penta Laser Zhejiang during 2024 has made it impossible to complete the company's IPO on the Chinese market.

Income taxes (note 29)

The tax burden for the period shows an overall expense of 10 million euros. Taxes for the half-year were calculated based on the best estimate of the expected tax rates for 2025.

Earnings per share (note 30)

The weighted average number of shares outstanding during the year following the exercise of stock options granted and net of treasury stock held was 80.244.415 ordinary shares. Earnings per share as at 30 June 2025 is therefore 0,22 euro. Diluted earnings per share, which also takes into account the stock options granted, amounted to 0,22 euro. Earnings per share and diluted earnings per share from continuing operations as at 30 June 2025, are 0,27 and 0,26 euro, respectively.

Dividends distributed (note 31)

The Shareholders' Meeting of El.En. SpA held on 29 April 2025 resolved to distribute a gross dividend of 0,22 (zero point twenty-two) euro per outstanding share, payable to shares outstanding as of the ex-dividend date. The dividend distributed was 17.611.316 euros.

Other components of the statement of comprehensive income (note 32)

With reference to 30 June 2025, it should be noted that there are no "Other components of the statement of comprehensive income" worthy of note.

Non-recurring significant, atypical and unusual events and operations (note 33)

Pursuant to CONSOB Communication of 28 July 2006 no. DEM/6064293, it should be noted that the Group did not engage in any significant non-recurring, atypical and/or unusual transactions, as defined in the Communication itself, during the financial year and in the previous financial year.

Discontinued operations (note 34)

During 2024, the intention to proceed with the sale of the controlling stake in the Chinese Laser Cutting business unit was announced. Therefore, in the presence of this expressed intention, this financial statement has been prepared in accordance with IAS/IFRS accounting standards, reclassifying the contribution of the Chinese industrial cutting division to assets, liabilities and income statement from discontinued operations, for the current period in accordance with IFRS5. For 30 June 2024, adjustments to comparative data were necessary only for the consolidated Income Statement and the consolidated Statement of Cash Flows, as required by paragraph 40 of IFRS 5. The equity investment was actually sold in July 2025. For further details, please refer to the paragraph "Subsequent events".

Below please find the contribution to the consolidated assets, liabilities and income statement of the Chinese cutting division being disposed of as at 30 June 2025.

Assets 2025 2024
Intangible assets 2.912.944 8.363.532
Tangible assets 35.745.144 39.083.833
Other non-current asstes 4.181.079 4.497.971
Cash and cash equivalents 21.177.898 29.583.783
Other current asstes 75.315.595 82.870.218
Asstes held for sale 139.332.660 164.399.337
Liabilities 2025 2024
Non-current liabilities 7.921.076 8.913.279
Current liabilities 94.101.412 109.560.362
Liabilities directly associated with the assets held for sale 102.022.488 118.473.641
Income statement 2025 2024
Revenue 37.891.034 41.491.270
Charges (42.335.488) (44.574.791)
EBIT (4.444.454) (3.083.521)
Financial income (charges) 244.436 (498.217)
Other charges 0 (215.871)
Income (loss) before tax (4.200.018) (3.797.609)
Income tax 153.879 646.038
Income (loss) from Continuing operations (4.046.139) (3.151.571)
Cash flow statement 2025 2024
Cash flow generated by operating activity 2.276.291 (3.142.859)
Cash flow generated by investing activity (473.627) (1.906.917)
Cash flow generated by financing activity 6.017.450 12.852.357
Net cash flows 7.820.114 7.802.581

For further details on the movement of intangible assets, please refer to the paragraph "Use of estimates – Goodwill".

Related party disclosure (note 35)

All ordinary transactions with related parties took place at ordinary market conditions.

In particular, we highlight the following:

Subsidiaries

As a rule, mutual transactions and balances between group companies included in the scope of consolidation are eliminated when preparing the consolidated financial statement; therefore, they are not described here.

Associated companies

All debt and credit relationships, all costs and revenues, all loans and any guarantees granted to affiliated companies during the first six months of 2025, are set out clearly and in detail.

Transfer prices are established with reference to what normally occurs on the market. The aforementioned intra-group transactions, therefore, reflect the trend in market prices, from which they may slightly differ depending on the Group's business policies.

The following tables analyse the transactions with associated companies during the period, both at the level of trade and at the level of debit and credit balances.

Financial Receivables receivable
Associated companies: < 1 year > 1 year < 1 year > 1 year
Actis Srl 30.000 8.994
Immobiliare Del.Co. Srl 31.565
Elesta SpA 270.000 361.107
With Us Co Ltd 122.953 23.917
Total 331.565 122.953 394.018
Associated companies: Sales Service Total
Elesta SpA 517.642 32.250 549.893
With Us Co Ltd 14.729 10.105 24.834
Total 532.371 42.355 574.726
Associated companies: Other revenues
Elesta SpA 1.648
Actis Srl 600
Total 2.248
Associated companies: Financial
< 1 year
Payables
> 1 year
Other
< 1 year
payables
> 1 year
Accounts
< 1 year
Payable
> 1 year
With Us Inc. Ltd 12.789
Total - - - - 12.789 -
Associated companies: Purchase of raw materials Services Other Total
With Us Co. Ltd 1.195 75.634 76.829
Total 1.195 75.634 - 76.829

The figures of the tables above refer to transactions concerning the company's ordinary operations.

The table below shows the impact of related party transactions on the group's economic and financial position.

Impact of related parties transactions Total related parties Inc %
Impact of related parties transactions on the statement of financial
position
Equity investments 2.094.452 1.061.361 50,67%
Receivables LT 408.008 122.953 30,13%
Accounts receivable 121.961.028 394.018 0,32%
Other current receivables 11.387.544 331.565 2,91%
Non current financial liabilities 18.742.330 - 0,00%
Current financial liabilities 21.806.960 - 0,00%
Accounts payable 83.504.928 12.789 0,02%
Other current payables 47.186.020 - 0,00%
Other non current liabilities 1.200.216 - 0,00%
Impact of related parties transactions on the income statement
Revenues 285.335.812 574.726 0,20%
Other revenues and income 3.336.204 2.248 0,07%
Purchase of raw materials 134.155.907 1.195 0,00%
Direct services 26.280.026 - 0,00%
Operating services and charges 30.942.761 75.634 0,24%
Financial charges 945.762 - 0,00%
Financial income 1.733.996 5.909 0,34%
Income taxes 10.407.782 - 0,00%

Risk factors and procedures for the management of financial risks (note 36)

Procedures for the management of financial risks

The Group's main financial instruments include current accounts and short-term deposits, short-term and long-term financial liabilities, financial leases, securities and hedging derivatives.

Besides these, the Group has trade receivables and accounts payable arising from its operations.

The main financial risks the Group is exposed to concern exchange rate, credit, liquidity and interest rate.

Exchange rate risk

The Group is exposed to the risk of fluctuations in the exchange rates of the currencies in which some commercial and financial transactions are carried out. Said risks are monitored by management who implement the necessary measures to limit the risk.

Since the Parent Company prepares its consolidated financial statements in euros, fluctuations in the exchange rates used to convert the financial statement data of subsidiaries originally expressed in foreign currencies could adversely affect the Group's results, consolidated financial position and consolidated shareholders' equity as expressed in euros in the Group's consolidated financial statements.

Credit risk

As far as business transactions are concerned, the Group deals with counterparts on which the appropriate checks are carried out prior. Furthermore, the balance of receivables is monitored during the financial year so that the amount of loss exposure is not significant. Historically recorded losses on receivables are therefore low in relation to turnover and do not require to be appropriately hedged and/or covered by insurances (no staff cost). There are no significant concentrations of credit risk within the Group. The provision for bad debts accrued at the end of the period represents almost 7% of total accounts receivable from third parties. For an analysis of overdue receivables from third parties, please refer to the relevant note in the Consolidated Financial Statement.

Concerning guarantees given to third parties:

El.En. SpA issued in July 2021 a surety in favour of Cutlite Penta on the 11 million euro loan granted by Intesa San Paolo.

In July 2020, Esthelogue obtained a guarantee from Mediocredito Centrale on the 1,5 million euro loan granted by Intesa San Paolo. The guaranteed amount amounts to 1,35 million euros.

In July 2020, Cutlite Penta obtained a guarantee from Mediocredito Centrale on the 5 million euro loan granted by Intesa San Paolo. The guaranteed amount amounts to 4,5 million euros.

The Chinese subsidiary Penta Laser Zhejiang took out mortgages to obtain a credit line of up to 20 million RMB, fully drawn by 30 June 2025.

The Chinese subsidiary Penta Laser (Wuhan) has mortgaged properties and pledged receivables to obtain a line of credit of up to 10 million RMB, fully drawn by 30 June 2025. It also granted guarantees to the parent company Penta Laser Zhejiang for 61 million RMB to secure financing and promissory notes issued by the latter for payments to third-party suppliers. These guarantees had not been utilised as at 30 June 2025.

The Chinese subsidiary Penta Laser Technology (Shangdong) took out mortgages to obtain credit lines of up to 35 million RMB, 8,4 million of which had been drawn as at 30 June 2025.

The Chinese subsidiary Shenzhen KBF Laser obtained a guarantee from the General Manager against a credit line of up to RMB 10 million, fully drawn by 30 June 2025.

The subsidiary ASA S.r.l. signed a loan agreement to finance the construction of the new plant by taking out a mortgage for a total value of 4,8 million euros. In June 2020, the company obtained a guarantee from Mediocredito Centrale on the 3 million euro loan obtained from Intesa San Paolo. The guaranteed amount amounts to 2,7 million euros.

The German subsidiary Asclepion signed a loan agreement during 2018 to finance the construction of the new factory, taking out a mortgage for a total value of 4 million euros.

The German subsidiary Lasit Laser Deutschland received various bank guarantees totalling 164 thousand euros for the purchase of company vehicles and advance payments from customers.

The Spanish subsidiary Lasit Iberica signed a bank guarantee for 38 thousand euros in favour of a customer for a down payment received on a sale.

Liquidity and interest rate risk

With regard to the Group's exposure to liquidity and interest rate risk, it should be noted that the Group's liquidity is still high, sufficient to cover existing indebtedness and with a largely positive net financial position. That is why said risks are deemed to be adequately covered.

In 2023 the subsidiary Cutlite Penta SpA entered into a forward contract to partially hedge the interest rate risk on a loan.

Operation Notional value Fair value
Interest rate swap €1.249.999 -€ 10.704
Total €1.249.999 -€ 10.704

Capital management

The objective of the company's capital management is to ensure that a low level of indebtedness is maintained and that a proper capital structure is in place to support the business and ensure an adequate Equity/Indebtedness ratio.

Financial Instruments (note 37)

Fair value

Below is a comparison of the book value and fair value by category of all of the Group's financial instruments:

Book value Book value Fair value Fair value
30/06/2025 31/12/2024 30/06/2025 31/12/2024
Financial assets
Equity investments in other companies 1.033.091 1.033.343 1.033.091 1.033.343
Non current financial receivables 408.008 0 408.008 0
Current financial receivables 813.531 1.334.430 813.531 1.334.430
Securities and other non-current financial assets 13.678.674 7.610.516 13.678.674 7.610.516
Securities and other current financial assets 12.972.077 10.017.016 12.972.077 10.017.016
Cash and cash equivalents 118.277.055 147.470.081 118.277.055 147.470.081
Financial debts and liabilities
Non current financial liabilities 18.742.330 23.497.880 18.742.330 23.497.880
Current financial liabilities 21.806.960 23.246.359 21.806.960 23.246.359

Fair value - hierarchy

The Group uses the following hierarchy to determine and document the fair value of financial instruments based on measurement techniques:

Level 1: quoted prices (unadjusted) in an active market for identical assets or liabilities;

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly;

Level 3: techniques using inputs that have a significant effect on recorded fair value that are not based on observable market data.

As at 30 June 2025, the Group held the following securities measured at fair value:

Level 1 Level 2 Level 3 Total
Investment contracts 13.678.674 13.678.674
Mutual funds/Bonds 12.972.077 12.972.077
Interest rate swap -10.704 -10.704
Other equity investments 1.033.091 1.033.091
Total 12.972.077 13.667.970 1.033.091 27.673.138

Other information (note 38)

Average number of employees

Average of the
period
30/06/25 Average of
previous
period
31/12/24 Variation Var. %
0 0 0 0
Total 2.094 2.108 2.081 2.080 28 1,35%

Subsequent events (note 39)

"Laser Cutting" Business Unit

On 15 July 2025, with the payment of the agreed consideration by the buyer, the process was concluded, resulting in the definitive effectiveness of the agreement for the sale of 59,18% of the company Penta Laser Zhejiang Co., Ltd. (hereinafter "PLZ"), the parent company of the Chinese laser cutting business unit, to Yangtze Optical Fibre and Cable Joint Stock Limited Company (a limited liability company incorporated in the People's Republic of China, hereinafter "YOFC").

Headquartered in Wuhan and listed on the Shanghai and Hong Kong stock exchanges, YOFC specialises in the production of telecommunication fibre optics. Benefiting from its technological and manufacturing background, it recently entered the power laser source business through its subsidiary Everfoton, also with headquarters in Wuhan. YOFC was born from an initiative by Philips which was subsequently acquired by Prysmian.

The purchase and sale agreement was the subject of the procedure at the Italian Prime Minister's Office pursuant to Italian Decree Law no. 21/2012 (so-called "Golden Power") which was successful.

Ot-las s.r.l. sold to YOFC a total of 28.698.288 shares of Penta Laser Zhejiang Ltd., Co. for a consideration of approximately 240 million RMB. Following the sale, YOFC therefore owns 59,1837% of PLZ, while El.En. Group, through Ot-las s.r.l., continues to hold an equity investment of approximately 19,2%.

The agreed consideration for the sale of the equity investment in PLZ was determined on the basis of a company value of 405 million RMB with reference to the 2024 draft financial statement and taking into account certain provisions that reduced the price compared to that previously envisaged for the sale of the Chinese company under the preliminary agreements signed in November 2024.

The executed agreement includes: a price adjustment clause, allowing for a potential reduction of up to 5% of the purchase price, contingent on the financial results of the Chinese group during the 2025-2027 three-year period; seller's liability for certain findings from the due diligence process conducted by YOFC since June 2024. This liability is subject to: general indemnity cap of up to 10% of the purchase price, without prejudice to specific cases which may give rise to uncapped liability.

The agreements also envisage the non-transferability of Ot-las's residual equity investment in PLZ until the approval of the 2027 financial statement, as well as the right of pre-emption and/or co-sale in the event of a sale after that date, and the right of Ot-las and other minority shareholders of PLZ to sell their shares to YOFC, after the approval of the 2027 financial statement, at a price corresponding to the company's valuation of 1,05 times its net assets at the end of 2027. Upon closing, the divested operations are removed from El.En. Group's scope of consolidation.

In 2024, the sold businesses generated revenue of 81,8 million euros, with an EBIT of -7,1 million euros, while the NFP showed a positive net balance of 9,8 million euros as at 31 December 2024.

As at 30 June 2025, the sold businesses generated revenue of 38,2 million euros, with an EBIT of -5,2 million euros, while the NFP showed a positive net balance of 8 million euros.

With reference to the values recorded in the half-yearly report as at 30 June 2025, the consideration received for the sale of the controlling stake in Penta Laser Zhejiang Ltd., Co. implies a consolidated gross capital gain of approximately 5 million euros at the EUR/RMB exchange rate of 8,4. This value may be modified as a result of the evaluation of the price adjustment and compensation clauses envisaged by the agreements. The overall impact of the transaction on the income statement will, however, be negatively impacted by negative exchange rate differences, following the release of the currency translation reserve at 30 June 2025 amounting to 4,2 million euros, as well as by the new valuation of

the residual equity investment. This reserve reflects the amount of exchange rate differences accumulated over the years in a specific equity reserve and is negative due to the recent devaluation of the Chinese RMB.

The proceeds from the sale of the equity investment will be used primarily to repay the loans granted to the seller Otlas by the parent company El.En. Spa, and therefore ultimately to consolidate the net financial position of the parent company and the group.

For the Board of Directors

The Managing Director – Andrea Cangioli, engineer

Declaration of the condensed half-yearly financial statement as at 30 June 2025 in conformity with Art.81-ter of CONSOB Regulation No.11971 of 14 May 1999 and and later modifications and additions

    1. The undersigned Andrea Cangioli, in his capacity as Managing Director, Enrico Romagnoli, in his capacity as Executive officer responsible for the preparation of the financial statements of El.En. S.p.A., attest, also taking into account the provisions of Art. 154-bis, paragraphs 3 and 4 of (It.) Legislative Decree of 24 February 1998, no. 58:
  • the adequacy in relation to the characteristics of the company and
  • the effective application of administrative and accounting procedures for the preparation of the condensed half-yearly financial statement during the six-month period ended 30 June 2025.
    1. No major issues emerged in this regard
    1. It is further attested that:
  • 3.1 the consolidated condensed half-yearly financial statement:
  • a) is prepared in accordance with the applicable international financial reporting standards recognised in the European Community pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
  • b) corresponds to the entries in the accounting books and records;
  • c) is capable of giving a true and fair view of the assets and liabilities, economic and financial position of the issuer and of the group of companies included in the consolidation.
  • 3.2 The interim management report includes a reliable analysis of the references to the significant events that occurred in the first six months of the financial year and to their impact on the condensed half-year financial statement, together with a description of the main risks and uncertainties for the remaining six months of the financial year. The interim management report also includes a reliable analysis of information on significant transactions with related parties.

Calenzano, 10 September 2025

The Managing Director The Executive officer responsible for the preparation of the financial statements

Andrea Cangioli, engineer Enrico Romagnoli

El.En. S.p.A.

Review report on the interim condensed consolidated financial statements

(Translation from the original Italian text)

EY S.p.A. Piazza della Libertà, 9 50129 Firenze

Tel: +39 055 552451 Fax: +39 055 5524850 ey.com

Review report on the interim condensed consolidated financial statements (Translation from the original Italian text)

To the Shareholders of El.En. S.p.A.

Introduction

We have reviewed the accompanying half-yearly condensed consolidated financial statements of El.En. S.p.A. and subsidiaries (the "El.En. Group"), which comprise the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the six month period then ended, and the related explanatory notes. The Directors are responsible for the preparation of the half-yearly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and adopted by the European Union. Our responsibility is to express a conclusion on the half-yearly condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange ("Consob") for the review of the half-yearly financial statements under Resolution n° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-yearly condensed consolidated financial statements of the El.En. Group as at June 30, 2025 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and adopted by the European Union.

Florence, September 11, 2025

EY S.p.A.

Signed by: Andrea Eronidi, Statutory Auditor

This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

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