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Cembre

Interim / Quarterly Report Sep 12, 2025

4425_rns_2025-09-12_38e8fc53-9061-4342-98ef-ef937253fb4a.pdf

Interim / Quarterly Report

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FINANCIAL REPORT

2025 HALF-YEARLY

Cembre S.p.A.

Head Office: Via Serenissima 9, Brescia, Italy Share Capital: EUR 8,840,000 (fully paid-up). Registration no: 00541390175 (Commercial Register of Brescia)

This document contains translations of the Interim Report drawn up in the Italian language

CONTENTS

Group Structure 1
Consolidated Interim Report of the Cembre Group for the 1st Half of 2025 2
Attachment 1: Comparative Consolidated Income Statement 18
Attachment 2: Composition of Corporate Boards 19
Condensed Consolidated Interim Financial Statements at June 30, 2025
Consolidated Statement of Financial Position 21
Consolidated Comprehensive Income Statement 22
Consolidated Statement of Cash Flows 23
Statement of Changes in the Consolidated Shareholders' Equity 24
Notes to the Condensed Consolidated Interim Financial Statements 25

Certification of the Condensed Consolidated Interim Financial Statements at June 30, 2025 pursuant to Article 81-ter of CONSOB Regulation no. 11971/99, as amended and supplemented. 50

Report of the Independent Auditors on the limited audit 51

Group Structure as at 30 June 2025

Interim report on operations of the Cembre Group for the 1st half of 2025

Operating review

The 1st half of 2025 confirmed the growth of the Cembre Group turnover, with consolidated sales in the second quarter reaching €64 million, raising total Group turnover for the first six months to €124.3 million, marking a 4.0% increase over the 1st half of 2024.

The performance of consolidated sales by geographical areas in the 1st half of 2025 shows a 3.2% decline in the Italian market, with sales equal to €53.0 million. Revenues in the European market (excluding Italy) grew by 10.8% reaching €59.3 million, while sales in non-European markets recorded an increase of 6.4%, with revenues equal to €12.0 million. In the 1st half of 2025, 42.6% of revenues from sales were represented by Italy (as compared with 45.8% in the 1st half of 2024), 47.7% by the rest of Europe (44.8% in the 1st half of 2024), and the remaining 9.7% by the rest of the World (9.4% in the 1st half of 2024).

(euro '000) 1st half of
2025
1st half
of
2024
Change 1st half
of
2023
1st half of
2022
1st half
of
2021
1st half of
2020
Italy 52,972 54,717 (3.2%) 52,019 46,387 36,377 25,398
Rest of Europe 59,298 53,520 10.8% 53,946 47,127 39,567 30,383
Rest of the World 11,998 11,276 6.4% 11,677 10,845 8,603 8,875
Total 124,268 119,513 4.0% 117,642 104,359 84,547 64,656

The summary table of sales by geographical area is reported below:

Revenues from sales and services (net of intra-group sales), in thousands of Euros, are broken down between the various companies as follows:

(euro '000) 1st half of
2025
1st half
of
2024
Change 1st half
of
2023
1st half of
2022
1st half
of
2021
1st half of
2020
Cembre S.p.A. (IT) 63,795 66,716 (4.4%) 64,251 59,994 46,948 33,279
Cembre Ltd. (UK) 16,904 14,171 19.3% 13,412 12,251 10,983 7,642
Cembre S.a.r.l. (F) 8,450 8,040 5.1% 7,475 5,772 5,956 4,309
Cembre S.L.U. (E) 12,859 11,470 12.1% 11,318 8,691 6,548 5,495
Cembre GmbH (D) 12,239 11,591 5.6% 13,519 11,191 9,335 7,956

Cembre Inc. (USA) 7,852 7,525 4.3% 7,667 6,460 4,777 5,975
Cembre BV (NL) 1,625 n.a. n.a.
Cembre El. Conn.
Shanghai Ltd (CN)
544 n.a. n.a.
Total 124,268 119,513 4.0% 117,642 104,359 84,547 64,656

In the 1st half of 2025, Group companies reported the following results, prior to

consolidation:

Net result prior to consolidation
(euro '000) 1st half of
2025
1st half
of
2024
Change 1st half
of
2023
1st half of
2022
1st half
of
2021
1st half of
2020
Cembre S.p.A. (IT) 21,775 19,439 12.0% 24,175 18,463 14,166 7,811
Cembre Ltd. (UK) 1,829 903 102.4% 916 974 1,126 330
Cembre S.a.r.l. (F) (453) 240 (289.0%) 302 145 130 50
Cembre S.L.U. (E) 1,251 1,112 12.5% 1,197 790 439 191
Cembre GmbH (D) 881 244 260.4% 879 757 474 241
Cembre Inc. (USA) 678 23 2,787.1% 167 478 311 291
Cembre BV (NL) 286 n.a. n.a.
Cembre El. Conn.
Shanghai Ltd (CN)
(322) n.a. n.a.

For a more direct assessment of the effect of foreign exchange translations, we include below sales figures of Group companies operating outside the euro area in the respective currency:

Net result prior to consolidation in foreign currency
(euro '000) Curre
ncy
1st half
of
2025
1st half
of
2024
Change 1st half
of
2023
1st
half of
2022
1st half
of
2021
1st half
of
2020
Cembre Ltd. (UK) Gbp 1,540 791 94.8% 802 820 977 289
Cembre Inc. (USA) US\$ 743 25 2,920.8% 180 522 375 321
Cembre El. Conn.
Shanghai Ltd (CN)
Rmb (2,554) n.a. n.a.

In order to provide a better understanding of the consolidated results for the 1st half of 2025, a Comparative Consolidated Income Statement is provided as Attachment "1", which shows the percentage changes compared to the same period in 2024.

The gross operating result for the semester, amounting to €38,485 thousand and corresponding to 31.0 per cent of sales revenues, has risen by 10.4 per cent compared to the same period in 2024, amounting to €34,852 thousand, corresponding to 29.2 per cent of sales revenues; this increase is mainly due to the decrease in the incidence of the cost of goods sold on revenues, which declined from 32.5 per cent to 30.2 per cent. The average number of Group employees in the period rose from 888 in the 1st half of 2024 to 930 in the 1st half of 2025.

Consolidated operating profit for the period amounted to €31,545 thousand, representing a 25.4% margin on sales, up 11.3% from €28,351 thousand in the 1st half of 2024, when it represented a 23.7% margin on sales.

Consolidated profit prior to taxes for the period amounted to €31,251 thousand, representing a 25.1% margin on sales, up 9.5% from €28,551 thousand in the 1st half of 2024, when it represented a 23.9% margin on sales.

Net profit for the half-year amounted to €22,615 thousand, representing a 18.2% margin on sales, up 8.6% from €20,823 thousand in the 1st half of 2024, when it represented a 17.4% margin on sales.

The net financial position, declined from a surplus of €2.0 million as at 31 December 2024 to a deficit of €23.8 million as at 30 June 2025, was affected by the payment of €31.6 million in dividends and by capital expenditure in fixed assets made by the Parent Company, amounting to €11.4 million. At 30 June 2024, the net financial position presented a deficit of €6.2 million; for details of the net financial position, please refer to Note 28 of the 'Explanatory Notes to the condensed consolidated interim financial statements'.

Capital expenditure

Capital expenditure by the Group in the 1st half of 2025 with regard to fixed assets, gross of amortization and depreciation, is broken down as follows:

(euro '000) 1st half of 2025 1st half of 2024 Change
Capital expenditure on intangible fixes assets 626 899 (273)
Capital expenditure on tangible fixes assets 10,741 12,092 (1,351)
Total 11,367 12,991 (1,624)

For more information on capital expenditure, please refer to Notes 1 and 3 of the Explanatory Notes to the condensed consolidated interim financial statements.

Definition of alternative performance indicators

In compliance with CONSOB Communication n. DEM/6064293 dated July 28, 2007, below we define the alternative performance indicators used in the present document to illustrate the financial and operating performance of the Group:

Gross Operating Result (EBITDA): defined as the difference between sales revenues and costs for materials, of services received, and the net balance of operating income and charges. It represents the profit prior to depreciation, amortization and write-downs, financial flows and taxes.

Operating Result (EBIT): defined as the difference between the Gross Operating Result and the value of amortization/impairment. It represents the profit before cash flows and taxes.

Net Financial Position: it represents the algebraic sum of cash and cash equivalents, financial receivables and current and non-current financial debt.

Main risks and uncertainties

Risks connected to the economic situation

The economic and financial situation of the Group is influenced by macroeconomic factors such as changes in the Gross Domestic Product, consumer and business confidence, changes in interest rates and the cost of raw materials, as well as the repercussions of the various international crises connected to ongoing conflicts.

The global economy stands at a critical phase. Signs of stabilization emerged during much of 2024, after a prolonged and challenging period of unprecedented shocks. Inflation, receding from its multi-decade peaks, has undergone a gradual, though uneven, decline towards central banks' targets. Labour markets have normalized and unemployment rates and vacancies returned to pre-pandemic levels. Growth has settled at around 3% in recent years, and global production has approached its potential.

Nevertheless, major political shifts are reshaping the global commercial system, and the resulting uncertainty is challenging the resilience of the global economy. Since February, the United States have announced an escalation of tariffs against their trade partners. Despite the recent agreement on tariffs between the US and the European Union, many elements of uncertainty still characterize trade policy, and many aspects are still unclear regarding the possible future evolutions of these protectionist measures.

Recent data on real activity were disappointing, as GDP growth in the fourth quarter of 2024 was lower than forecasted in the January 2025 World Economic Outlook (WEO) update. High-frequency indicators, such as retail sales and surveys among purchasing managers, point to a slowing growth.

Risks connected with the market

The Group protects its market position by pursuing ongoing innovation, the widening of the product range, and by introducing into production processes the most advanced methods and machinery, while also implementing, with the help of its foreign subsidiaries, targeted marketing policies and pursuing a policy of market expansion where the Group has less of a presence.

The recent agreement between the United States and the European Union introduced a 15% tariff on imports into the United States; however, this increase is not expected to have significant effects on the Cembre Group's specific market.

Credit risk

Cembre and its subsidiaries focused over time on a careful selection of customers, managing prudently sales to those that do not possess an adequate credit standing. The Group has accrued a provision for doubtful accounts and their management, constantly monitoring past due amounts and soliciting payment when terms have expired. In addition, in order to further reduce this type of risk, Cembre S.p.A. and Cembre SLU have stipulated an insurance policy with a leading insurance company against commercial credit losses.

Exposure to credit risk relates exclusively to trade receivables.

Liquidity risk

Thanks to its solid financial position, the Group is not currently subject to particular liquidity risk, even in case the cash flow generated by operations should decline drastically.

Interest rate risk

As at 30 June 2025, the Parent Company Cembre S.p.A. has loans outstanding. The nature of the rates applied and the relatively short-term maturity protect the Group from any possible fluctuations in interest rates.

Currency risk

Despite its strong international presence, the Group does not have a significant exposure to currency risk, as it operates almost entirely in the euro area, the currency in which the vast majority of its trade transactions are mainly denominated.

Exposure to currency risk is basically limited to sales in US Dollars, British Pounds and Chinese Renmimbi, however, the volumes are not such as to significantly impact the Group's equity, financial and economic results.

Integrity and reputation risk

Possible illicit behaviour of employees, aimed at obtaining benefits for themselves and for the Group, can imply the risk of a loss of reputation and of sanctions against the Group. To prevent the risk of these occurrences and in line with Legislative Decree 231/2001, the Parent Company Cembre S.p.A. adopted an organisational, management and control model that identifies processes that are subject to risk and establishes the conduct that the various persons are to engage in while carrying out their tasks. The model was illustrated to employees through specific training sessions. The Parent Company constantly integrates and upgrades the model. The Code of Ethics was adopted at Group level, containing the values and principles that all Group companies must be inspired by in carrying out their activities.

Risks and effects linked to climate change

Climate change is one of the biggest challenges that companies and institutions will have to face in the coming years. At present, it is very complex to estimate the effects that this process may bring in the long run; however, it is possible to begin to make a rough assessment of what may be the critical areas of the Group business and what may be the possible solutions to be put in place, in order to prevent the most onerous effects of climate change and possible restrictions imposed by Governments to try to reverse this dangerous process.

Geographically, as also highlighted in the 2024 risk map published by SACE, a company specialising in credit and investment insurance controlled by the Ministry of Economy and Finance, the Group companies are not located in areas that may be subject to extreme weather events, such as to jeopardise the continuation of business. The Cembre Group has always paid particular attention to the safety and maintenance of the production plants and of its buildings, with an eye also to environmentally friendly solutions, as evidenced, for example, by its investment in earthquake-proofing of structures or the use of light chimneys to improve natural lighting in offices.

In particular, Cembre has focused on the following climate change mitigation projects:

• sustainable mobility: Cembre confirms its commitment in favour of sustainable mobility. In the first half of 2025, thanks to the measures implemented, more than 20 tons of CO₂ equivalent were avoided, demonstrating that investments in this sector result in concrete and quantifiable gains.

• energy efficiency: Cembre has already achieved significant milestones in this area and will continue to work to reduce its energy consumption. An energy efficiency programme has been initiated within the Group. This programme will reduce energy consumption and save costs. In the past four years over 700 traditional lighting fixtures at the Brescia facility have been replaced with 500 LED technology devices. The intervention has generated an energy saving of 58% compared to previous consumption in the relevant areas.

• reduction of greenhouse gas emissions: Cembre is actively engaged in this direction and has started a process to measure the carbon footprint of its products according to UNI EN ISO 14067:2018 standard. This process, based on life cycle assessment, makes it possible to analyse product environmental impact throughout the entire production and consumption chain. In 2024, the model development phase was completed to measure the carbon footprint of the signature family using the SimaPro software.

• photovoltaic energy: in the first half of 2025, the photovoltaic plant installed at the Brescia site generated over 0.79 GWh of electricity, contributing to reducing dependency on the energy market and covering about 14% of the facility's overall energy requirements. The remaining share relating to Brescia headquarter was fully met by purchasing energy from renewable sources certified through 'Guarantees of Origin', so as thus ensure an energy supply that allows for the elimination of indirect CO2 emissions attributable to Scope 2 (market-based).

• technological innovations: innovation is a fundamental pillar of Cembre's business model and a strategic driver for company growth. Technological innovations can make a significant contribution to sustainability. Cembre invests in new technologies to improve the energy efficiency of its operations. These technologies will reduce energy consumption and contribute to combating climate change. Cembre also invests in research and development to develop products with a lower environmental impact.

The Group production process has an extremely limited impact on the environment, as evidenced by the analyses carried out periodically by external bodies. Furthermore, fixed assets and plants are cyclically renewed, thus ensuring compliance with the latest standards and regulations.

The electrical connection segment, in which the Group operates, could be positively affected by use of renewable energy sources and the expansion of the electricity grid.

In recent years, the range of battery-powered tools has been increasingly expanding, which now provide performance comparable to endothermic-powered machinery, but with the absence of combustion emissions. This focus on innovation, which is also aimed at respecting the sustainability of the Group offer, makes the risk of a loss of value that would jeopardise the Group operations extremely remote.

The Group believes that its products will still be most requested following the transition to a low-emission economy.

Climate change entails a broad spectrum of possible impacts for the Group arising from both physical and transition risks. When making new investments, the Group takes into account the possible future impacts that climate change may have on their usability and useful life. It also closely monitors regulatory developments and changes, such as new climate-related regulations and standards.

Climate-related issues may increase the uncertainty of the estimates and assumptions regarding certain elements or items of the financial statements.

Environmental management and protection of occupational health and safety

Cembre relies its internal control system on company procedures relevant to the prevention and monitoring of operational risks for the environmental part according to the orientation and line of UNI EN ISO 14001:2015 and for the workplace health and safety part, according to the orientation and line of the UNI EN ISO 45001:2018 standard.

The certification of the Environmental and Safety Management System of the Group's production sites allows us to ensure the application of common, shared and respectful behavioural guidelines towards the environment where they are based, and towards the protection of their workers.

This management system is monitored through internal and external audits and through the Management Review.

Through the implementation of operating procedures strictly in line with regulations regarding environmental protection, workplace safety and the application of principles for sustainable development Cembre can:

create opportunities to protect the environment by preventing or mitigating environmental impacts, in which it is present;

  • fulfil its compliance obligations;
  • improve environmental performance;
  • design and manufacture products using materials and processes that ensure the protection of the environment throughout the life of the product, from manufacturing to disposal;
  • reduce as much as possible the risk of injuries and accidents during working activities and while using its products;
  • guarantee occupational well-being;
  • create new and important opportunities for growth by developing synergy between values, economy and productive development.

Research, development and technological innovation

The costs incurred by Cembre S.p.A.for its personnel engaged in the products Research and Development totted up to €469 thousand, of which €226 thousand for research activities and €243 thousand for development activities. Costs for external supplies and the provision of services amounted to €91 thousand for research and €184 thousand for development.

As provided by the reference principles, the development costs related to the most significant projects, provided they meet the relevant requirements, are capitalised and recorded under intangible assets.

Below we include a brief description of the projects undertaken in the 1st half of the year. The description, in some cases, will be deliberately lacking in details, because some products are not yet in production and in some cases they are the subject of patent applications still pending.

Cable lugs and cable glands

During the first half-year, 57 projects focused on the development of new products were undertaken, using an integrated approach involving both the study of new connectors and cable glands, along with the design of the equipment needed for their industrial production.

The phase of production and testing of bent cable lugs for the German market on a new press has begun, and the overall number of codes for the whole family, including both those bent at 45° and at 90°, amount to 211 sales codes.

The development of the new family of bimetallic cable lugs compliant with French market standards and featuring an optimised shape has been completed, consisting of 15 new sales codes; a new family will follow by the end of the year featuring a compact blade, comprising in this case 8 sales codes. In addition, the current catalogue of bimetallic cable lugs is being expanded via the addition of 45 variants, in order to enrich the offer in the catalogue.

The development of the family of mechanical connectors for joining cables of different sections is ongoing, the first codes are completing the certifications and production will commence in the second half of the year. Investments in new machinery are planned in order to meet sales forecasts.

The new frame of the EWO range of divisible cable glands, developed during the first semester and expected to be catalogued during the second half, allows users to handle the range of 24-pole frames in modular mode to increase the simultaneous use of fixing rubbers within the same frame.

Also for EWO cable glands, the design of a new range of fixing rubbers for special applications has begun.

The circular metric cable glands divisible by header cables were also presented: the family consists of 6 sales codes, to which 2 products currently in development will be added in the second half of the year. This family also employs the same fixing rubber pads used by rectangular EWO split cable glands.

The new membrane cable glands with rigid frame were launched on the market: these are 24 rectangular cable glands that can accommodate a variable number of cables and product sizes. Two patents have been filed, the first one describing a technical solution to guarantee the product's perfect water tightness even in areas far from the fixing screws, and the second one protecting the optimized geometry of the cable passage seats to

improve the tensile tightness of the cable itself. Added to the family of rectangular cable glands is the circular membrane version with a rigid frame and fixing nut; this family consists of 12 sales codes different in size and number of cables that can be accommodated.

Finally, the development of the version of the membrane cable glands without rigid frame was completed; also in this case a solution was designed to ensure the perfect adherence of the product once fixed to the panel. The family of membrane cable glands without rigid frame consists of 18 sales codes and will be presented in the second half of the year together with the circular version, again consisting of 18 new products. Also for this family, 1 patent has been filed to protect the technical solution which allows optimizing the sealing once the cable gland is positioned in its seat.

Railway tools and equipment

There were 85 projects for equipment related to the maintenance of railway systems and tools in the industrial sector.

The new T-type tool for railway line maintenance has been introduced, featuring characteristics of lightness and ease of handling, with careful cost control measures to enable competition in an increasingly competitive market. The screwdriver has been designed to prioritise user ergonomics, both during transport due to a contoured handle located near the machine's centre of gravity, and during use thanks to the dual inclination of the operator handles and to the battery being recessed into the machine body to avoid harmful obstructions to the user's posture. To preserve the integrity of the battery, a mechanical device has been installed to reduce the vibrations of the battery itself, while protective metal reinforcements have been included to safeguard the integrity of delicate parts of the machine, such as the illumination LEDs for the work area. The technical solutions identified for this machine have led to the filing of 2 patents, respectively to protect the vibration reduction device at the handles and the recessed battery housing; 2 ornamental models have also been filed to protect the design of the tool from servile copies.

During the first half of the year, the first batches of the new milling cutters for drilling rails intended for the American market were produced; the full range will be available for sale during the second semester.

During the first half of the year, work continued on an innovative electric battery-powered machine for the maintenance of the railway section. The first prototypes were assembled and tested with positive results; all the new technologies introduced yielded positive results, allowing the target performance to be achieved. The prototypes will have to be perfected during the second semester, after which the machine will be industrialized, and production is expected to start in the second half of next year.

The first Cembre tool for the compression of electrical connectors equipped with adaptive technology has finally been presented: this machine is capable of adapting the maximum pressure exerted during compression in order to:

  • Reduce the amount of compression energy used
  • Extend the "fatigue life" of the whole tool and in particular of the head

These tools, in addition to presenting a new Cembre blue livery, provide a new functionality for the user: this tool is in fact able to lock itself autonomously when the die touches the connector keeping it in position without deforming it, at this point it is possible to insert the conductor into the connector and perform compression.

Cable marking

There were 24 projects for new products for industrial marking. Studies also included the related manufacturing tools.

The study has begun of a new type of tags for cable marking, emphasizing speed and ease of use. The production of these parts will require the introduction of a new production module.

A new method for marking tubes for cable tagging is being tested, and trials will continue throughout the second half of the year.

Transactions with related parties

For a description of transactions with related parties, please refer to the notes to the condensed consolidated interim financial statements.

Absence of management and coordination

Despite the fact that article 2497-sexies of the Italian Civil Code states that "it is presumed that, unless otherwise proved, the management and coordination activities of companies is exercised by the company or entity that is required to consolidate the same in its accounts or that, in any case, controls the former company pursuant to article 2359 of the Italian Civil Code", Cembre S.p.A. believes that it operates in full autonomy with respect to its parent company Lysne S.p.A..

In particular, as a non-exhaustive example, the Company manages autonomously its own treasury and the relationships with its customers and suppliers, and it does not make use of any service provided by its parent company.

The relationships with Lysne S.p.A. are limited to the normal exercise of shareholders rights on the part of the parent company.

Companies incorporated under the laws of States that are not part of the European Union

Cembre S.p.A. controls two companies incorporated and regulated under the laws of States that are not part of the European Union, namely Cembre Inc. with registered office in New Jersey (USA), Cembre Ltd with registered office in Birmingham (UK) and Cembre Electrical Connections Shanghai Limited with registered office in Shanghai (CN), the latter becoming operational in January 2025.

The company deems the administrative, accounting and reporting systems currently in use to be adequate in supplying regularly its Management and the Parent company independent auditors with the operating and financial information necessary for the preparation of the consolidated financial statements.

The financial statements prepared by these companies, for the purpose of drafting the annual consolidated financial statements as of 31 December 2024, have been audited and

made available to the public in the manner and within the timeframe prescribed by regulations in force.

Cembre S.p.A. is active in ensuring an adequate flow of information from Cembre Inc., Cembre Ltd and Cembre Electrical Connections Shanghai Limited to the Parent company independent auditors, and believes the current communication process with the independent auditors to be effective.

Cembre S.p.A. retains the articles of association, the composition, and the powers of the corporate bodies of the aforementioned companies; directives have been issued to ensure that information regarding the update of these data is promptly conveyed.

Treasury shares and shares of parent companies

At June 30 2025, the number of own shares held by Cembre S.p.A. was 185,041, corresponding to 1.09% of its capital stock. No treasury shares were purchased or sold in the 1st half of 2025. The shareholders' meeting of Cembre S.p.A. held on April 29, 2025 approved the authorisation to purchase treasury shares, effective for the 18 months subsequent to the date of the meeting.

Report on corporate governance and ownership structure

In compliance with the regulatory obligations contained in article 123-bis of Legislative Decree 58, dated February 24, 1998 (Testo Unico della Finanza - Consolidated Law on Finance), we refer to the "Report on corporate governance and ownership structure" which, in addition to providing a general description of corporate governance and of risk management and internal control procedures, contains information regarding the ownership structure of the Company, the adoption of the code of conduct and the observance of the resulting commitments. Said Report is available in the Investor Relations section of the Group's institutional web site www.cembre.it.

Subsequent events

No event having significant effects on the Group financial position or on the operating performance occurred after the end of the 1st half of the year.

Outlook

In consideration of the uncertainty of the current economic situation, with persistent geopolitical tensions, making forecasts is extremely difficult. In any case, the Cembre Group consolidated turnover is expected to grow in 2025 and the consolidated economic result is expected to be positive.

Attachments

This document includes the following attachments:

Attachment 1 Comparative consolidated income statement as at June 30, 2025.

Attachment 2 Composition of corporate boards.

Brescia, 12 September 2025

FOR THE BOARD OF DIRECTORS OF THE PARENT COMPANY CEMBRE S.P.A. The Chairman and Managing Director

Giovanni Rosani

Attachment 1 - Report on Operations for the 1st Half 2025

Comparative Consolidated Income Statement

1st Half
2025
%
of sales
1st Half
2024
%
of sales
Change
(€ '000)
Revenues from contracts with customers
Other revenues
124,268
668
100.0% 119,513
657
100.0% 4.0%
1.7%
TOTAL REVENUES 124,936 120,170 4.0%
Cost of goods and merchandise
Change in inventories
(43,927)
6,434
-35.3%
5.2%
(42,561)
3,736
-35.6%
3.1%
3.2%
Cost of goods sold (37,493) -30.2% (38,825) -32.5% -3.4%
Cost of services received
Lease and rental costs
Personnel costs
Other operating costs
Increase in assets due to internal construction
Write-down of receivables
Accruals to provisions for risks and charges
GROSS OPERATING PROFIT
Property, plant and equipment depreciation
Intangible asset amortization
Depreciation of right of use assets
(15,506)
(277)
(32,527)
(946)
495
(170)
(27)
38,485
(5,117)
(593)
(1,230)
-12.5%
-0.2%
-26.2%
-0.8%
0.4%
-0.1%
0.0%
31.0%
-4.1%
-0.5%
-1.0%
(14,459)
(228)
(31,244)
(933)
589
(135)
(83)
34,852
(4,910)
(563)
(1,028)
-12.1%
-0.2%
-26.1%
-0.8%
0.5%
-0.1%
-0.1%
29.2%
-4.1%
-0.5%
-0.9%
7.2%
21.5%
4.1%
1.4%
-16.0%
25.9%
-67.5%
10.4%
4.2%
5.3%
19.6%
OPERATING PROFIT
Financial income
Financial expenses
Foreign exchange gains (losses)
31,545
284
(232)
(346)
25.4%
0.2%
-0.2%
-0.3%
28,351
234
(174)
140
23.7%
0.2%
-0.1%
0.1%
11.3%
33.3%
-347.1%
PROFIT BEFORE TAXES 31,251 25.1% 28,551 23.9% 9.5%
Income taxes (8,636) -6.9% (7,728) -6.5% 11.7%
NET PROFIT 22,615 18.2% 20,823 17.4% 8.6%

Attachment 2 to the Interim report on operations of the Cembre Group for the 1st half of 2025

CORPORATE BOARDS

Board of Directors

Giovanni Rosani Chairman and Managing Director
Aldo Bottini Bongrani Deputy Chairman
Anna Maria Onofri Director
Sara Rosani Director
Felice Albertazzi Director
Franco Celli Director
Paola Carrara Independent Director
Elisabetta Ceretti Independent Director

Board of Statutory Auditors

Stefano Colpani Chairman
Riccardo Astori Auditor
Rosanna Angela Pilenga Auditor
Maria Grazia Lizzini Substitute Auditor
Alessandra Biggi Substitute Auditor

Independent Auditors

EY S.p.A.

This situation is updated at September 12 2025.

The Board of Directors and the Board of Statutory Auditor term expires with the approval of the Financial Statements at December 31, 2026.

The Chairman holds by statute (article 18) powers of legal representation of the Company; the Board of Directors conferred to the Chairman and Managing Director Giovanni Rosani all the ordinary management powers not specifically reserved to it by law, including exclusive powers over the organization, management and monitoring of the internal control system.

In case of absence or impediment of the Chairman and Managing Director Giovanni Rosani, Deputy Chairman Aldo Bottini Bongrani holds all ordinary management powers not reserved to the Board by law. All Managing Directors must keep the Board of Directors informed of all the relevant transactions concluded in the context of their mandate. The Board of Directors has approved rules that define which particularly relevant transactions may be concluded exclusively by the same.

Consolidated Financial Statements at June 30, 2025

Consolidated Statements of Financial Position

ASSETS Notes June 30, 2025 Dec. 31, 2024
(euro '000) of which:
related parties
of which:
related parties
NON CURRENT ASSETS
Property, plant and equipment 1 113,931 108,632
Investment property 2 668 688
Intangible assets 3 4,921 4,901
Goodwill 4 4,608 4,608
Right of use assets 5 7,593 2,529 8,204 2,990
Other investments 5 5
Other non-current assets 6 144 178
Deferred tax assets 14 3,621 3,616
TOTAL NON-CURRENT ASSETS 135,491 130,832
CURRENT ASSETS
Inventories 7 79,051 73,791
Trade receivables 8 57,157 46,182
Other financial assets - 0
Tax receivables 25 1,934 5,771
Other current assets 9 1,103 1,118
Cash and cash equivalents 16,384 13,471
TOTAL CURRENT ASSETS 155,629 140,333
NON-CURRENT ASSETS AVAILABLE FOR SALE - -
TOTAL ASSETS 291,120 271,165
LIABILITIES AND SHAREHOLDERS' EQUITY Notes June 30, 2025 Dec. 31, 2024
(euro '000) of which:
related parties
of which:
related parties
SHAREHOLDERS' EQUITY
Capital stock 10 8,840 8,840
Reserves 10 177,566 168,313
Net profit 22,615 42,590
TOTAL SHAREHOLDERS' EQUITY 209,021 219,743
NON-CURRENT LIABILITIES
Non-current financial liabilities 11 5,772 2,878 6,213 3,145
Employee termination indemnity and other personnel 12 1,648 17 1,617 13
benefits
Provisions for risks and charges 13 416 90 376 60
Deferred tax liabilities 14 3,891 4,015
TOTAL NON-CURRENT LIABILITIES 11,727 12,221
CURRENT LIABILITIES
Current financial liabilities 11 34,373 624 5,271 828
Trade payables 15 20,686 177 19,877
Tax payables 25 2,185 1,227
Other payables 16 13,128 133 12,826 304
TOTAL CURRENT LIABILITIES 70,372 39,201
LIABILITIES ON ASSETS HELD FOR DISPOSAL - -
TOTAL LIABILITIES 82,099 51,422
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 291,120 271,165

Consolidated Financial Statements at June 30, 2025

Statement of Consolidated Comprehensive Income

Notes 1st Half 2025 1st Half 2024
(euro '000) of which: of which:
related parties related parties
Revenues from contracts with customers 17 124,268 119,513
Other revenues 18 668 657
TOTAL REVENUES 124,936 120,170
Cost of goods and merchandise (43,927) (42,561)
Change in inventories 7 6,434 3,736
Cost of services received 19 (15,506) (454) (14,459) (452)
Lease and rental costs 5 (277) (228)
Personnel costs 20 (32,527) (194) (31,244) (217)
21
Other operating costs (946) (933)
Increase in assets due to internal construction 22 495 589
Write-down of receivables 8 (170) (135)
Accruals to provisions for risks and charges 23 (27) (83)
GROSS OPERATING PROFIT 38,485 34,852
Property, plant and equipment depreciation 1-2 (5,117) (4,910)
Intangible asset amortization 3 (593) (563)
Depreciation of right of use assets 5 (1,230) (390) (1,028) (400)
OPERATING PROFIT 31,545 28,351
Financial income 24 284 234
Financial expenses 24 (232) (59) (174) (67)
Foreign exchange gains (losses) (346)
140
PROFIT BEFORE TAXES 31,251 28,551
Income taxes 25 (8,636) (7,728)
NET PROFIT FROM ORDINARY ACTIVITIES 22,615 20,823
NET PROFIT FROM ASSETS HELD FOR DISPOSAL - -
NET PROFIT 22,615 20,823
Items of the other comprehensive income that will be
reclassified subsequently to profit or loss
Conversion differences included in equity (1,671) 717
COMPREHENSIVE INCOME 26 20,944 21,540
BASIC EARNINGS PER SHARE 27 1.34 1.24
DILUTED EARNINGS PER SHARE 27 1.34 1.24

Consolidated Financial Statements at June 30st, 2025

Consolidated Statement of Cash Flows

Ist Half 2025 Ist Half 2024
€ '000
A) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 13,471 20,882
B) CASH FLOW FROM OPERATING ACTIVITIES
Net profit for the period 22,615 20,823
Income taxes 8,636 7,728
Financial charges/(Financial profits) (52) (60)
(Gains)/Losses on disposal of assets (89) (57)
Depreciation, amortization and write-downs 6,939 6,502
Net change in Employee Termination Indemnity 30 (3)
Net change in provisions for risks and charges 40 (448)
Stock options plan IFRS2 remeasurement (54) 34
Operating profit (loss) before change in working capital 38,066 34,519
(Increase) Decrease in trade receivables (10,975) (13,412)
(Increase) Decrease in inventories (5,260) (5,400)
Increase (Decrease) of trade payables 809 2,561
Increase (Decrease) of others in working capital 527 2,034
(Increase) Decrease in working capital (14,899) (14,217)
Other changes (132) (457)
Interests received/(Interests paid) 52 60
(Paid income taxes) (4,052) (696)
NET CASH FLOW (USED IN)/FROM OPERATING ACTIVITIES 19,035 19,209
C) CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditure on fixed assets:
- intangible (626) (899)
- tangible (10,741) (12,092)
- financial - (88)
Proceeds from disposal of tangible, intangible, available-for-sale financial assets
- intangible 11 -
- tangible 102 70
- financial 34 -
NET CASH FLOW (USED IN)/FROM INVESTING ACTIVITIES (11,220) (13,009)
D) CASH FLOW FROM FINANCING ACTIVITIES
(Increase) Decrease in other non current assets - 4,000
Increase (Decrease) in bank debts 29,261 19,002
Repayment of leasing liabilities (1,218) (1,000)
Dividends distributed (31,612) (30,235)
NET CASH FLOW (USED IN)/FROM FINANCING ACTIVITIES (3,569) (8,233)
E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D) 4,246 (2,033)
F) Foreign exchange conversion differences (1,334) 595
G) CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (A+E+F) 16,384 19,444
Of which: assets held for disposal - -
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 16,384 19,444
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 16,384 19,444
Current financial liabilities (34,373) (17,842)
Non current financial liabilities (5,772) (7,798)
NET CONSOLIDATED FINANCIAL POSITION (23,761) (6,196)
BREAKDOWN OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
Cash 9 12
Bank deposits 16,375 19,432
16,384 19,444

Consolidated Financial Statements at June 30nd, 2025

Statement of Changes in the Consolidated Shareholders' Equity

(€ '000) Balance at
December 31,
2024
Allocation of
profit to
reserves
Allocation of
profit to
dividends
Stock options
plan: IFRS2
measurement
Stock options
plan: Shares
assignment
Comprehensive
income of the
period
Balance at
June 30,
2025
Capital stock 8,840 - - - - 8,840
Share premium reserve 12,245 - - - - - 12,245
Legal reserve 1,768 - - - - - 1,768
Reserve for own shares (3,512) - - - - - (3,512)
Suspended-tax revaluation
reserve
585 - - - - - 585
Other suspended-tax reserves 68 - - - - 68
Reserve for previous years'
profits
31,678 6,638 - - - - 38,316
Conversion differences 41 3 - - - (1,671) (1,627)
Extraordinary reserve 116,752 4,337 - - - - 121,089
Reserve for FTA 3,715 - - - - 3,715
Reserve for discounting of
Employee Termination
Indemnity
388 - - - - 388
Merger surplus reserve 4,397 - - - - 4,397
Stock options reserve 189 - - 0
(54)
- 135
Retained earnings - - - - - -
Net profit 42,590 (10,978) (31,612) - 22,615 22,615
Total Shareholders' Equity 219,743 - (31,612) 0
(54)
20,944 209,021
(€ '000) Balance at
December 31,
2023
Allocation of
profit to
reserves
Allocation of
profit to
dividends
Stock options
plan: IFRS2
measurement
Stock options
plan: Shares
assignment
Comprehensive
income of the
period
Balance at
June 30,
2024
Capital stock 8,840 - - - - - 8,840
Share premium reserve 12,245 - - - - - 12,245
Legal reserve 1,768 - - - - - 1,768
Reserve for own shares (3,844) - - - - - (3,844)
Suspended-tax revaluation
reserve
585 - - - - - 585
Other suspended-tax reserves 68 - - - - - 68
Reserve for previous years'
profits
30,526 1,149 - - - - 31,675
Conversion differences (1,400) 49.95 - - - 717 (633)
Extraordinary reserve 107,358 9,394 - 7 - - 116,758
Reserve for FTA 3,715 - - - - - 3,715
Reserve for discounting of
Employee Termination
Indemnity
347 - - - - - 347
Merger surplus reserve 4,397 - - - - - 4,397
Stock options reserve 286 - - 27 - - 313
Retained earnings - - - - - - -
Net profit 40,828 (10,593) (30,235) - - 20,823 20,823
Total Shareholders' Equity 205,719 0 (30,235) 34 - 21,540 197,057

Explanatory notes to the condensed consolidated interim financial statements as at 30 June 2025

I. CORPORATE INFORMATION

Cembre S.p.A. is a joint-stock company with registered office in Brescia, Via Serenissima 9. The company is listed on the MTA (screen-based equities market) managed by Borsa Italiana S.p.A.

Cembre S.p.A. and its subsidiaries (hereinafter referred to jointly as "the Cembre Group" or "the Group") are active primarily in the manufacturing and sale of electrical connectors and related tools.

The publication of the Interim Financial Report, including these condensed consolidated interim financial statements, was authorised by a resolution of the Board of Directors dated September 12, 2025.

Cembre S.p.A. is controlled by Lysne S.p.A., a holding company with registered office in Brescia, that does not carry out management and coordination activities.

II. PREPARATION CRITERIA AND ACCOUNTING STANDARDS

Preparation criteria

The condensed consolidated interim financial statements as at June 30, 2025 were prepared in accordance with the provisions of IAS 34 "Interim financial reporting".

The condensed consolidated interim financial statements do not include all the economic and financial information required in the annual financial statements and it must be read in conjunction with the Group annual financial statements as at December 31, 2024. Unless otherwise indicated, the figures reported in the financial statements and the in the related explanatory notes are expressed in thousands of euro.

The scope of consolidation did not change with respect to December 31, 2024.

Relevant accounting standards

The accounting standards adopted in the preparation of these condensed consolidated interim financial statements are those formally approved by the European Union and in force as at June 30, 2025 and they are consistent with those adopted in the preparation of the Group Financial Statements as at December 31, 2024.

Amendments to accounting standards

With reference to the description of recently issued accounting standards, in addition to what is indicated in the last Annual Financial Report, which should be referred to for the details, please take note of the following.

Accounting standards and interpretations issued by the IASB and endorsed by the European Commission

Regulation No. 2025/1047 issued by the European Commission on May 27, 2025, endorsed the amendments to IFRS 9 and IFRS 7 "Amendments to the Classification and Measurement of Financial Instruments," which essentially aim to clarify the timing of the derecognition of financial liabilities settled through electronic payment systems and to provide clarifications regarding the classification of financial assets with environmental, social and governance characteristics (e.g., sustainability bonds). The amendments are effective for annual periods beginning on or after January 1, 2026. Regulation No. 2025/1266 issued by the European Commission on June 30, 2025, endorsed the amendments to IFRS 9 and IFRS 7 "Contracts for Nature-Related Electricity," which essentially aim to: (i) clarify the use of the "own-use exemption" for contracts for the purchase of electricity from renewable sources; and (ii) allow, subject to certain conditions, the designation of a cash flow hedge in the presence of contracts for the purchase or sale of electricity from renewable sources (settled on a net basis). The amendments are effective for annual periods beginning on or after January 1, 2026. Regulation No. 2025/1331, issued by the European Commission on July 9, 2025, endorsed the document "Annual Improvements to IFRS Accounting Standards — Volume 11," which contains amendments, primarily technical and editorial, to the international accounting standards. These amendments are effective for annual periods beginning on or after January 1, 2026.

The Cembre Group is currently analyzing the recently issued accounting standards and assessing whether their adoption will have a significant impact on the financial statements.

Translation of financial statements expressed in currencies other than the euro

The functional and reporting currency of the Group is the euro.

Financial statements denominated in functional currencies other than the euro are translated according to the following criteria:

  • assets and liabilities are translated at the exchange rate applicable at the date of the financial statements;
  • income statement items are translated at the average exchange rate for the period;
  • foreign-exchange translation differences are recorded in a specific shareholders' equity reserve.

At the time at which a foreign subsidiary is disposed of, accumulated foreign-exchange differences recorded under shareholders' equity relating to the same are taken to the income statement.

Exchange rates applied in the translation of financial statements of subsidiaries are shown in the table below.

Currency Exchange rate at 30 June 2025 Average exchange rate for the
British pound (€/£) 0.8555 1st Half of 2025
0.8423
US dollar (€/\$) 1.1720 1.0927
Chinese Renminb (€/¥) 8.3970 7.9238

III. SEASONAL FACTORS

The Group activity is not subject to cyclical or seasonal swings with the exception of the slowdown registered in August for the summer holidays, and in December for the Christmas holidays.

IV. SEGMENT DISCLOSURE

IFRS 8 requires segment disclosure to be supplied using the same elements on which management bases internal reporting.

For its analyses, the Cembre Group adopted a disclosure scheme by geographical area based on the location in which the operations of the Company are based or the production process takes place. As the Cembre Group operates in a single business segment called "Electric connectors and related tools and accessories", details based on this element are not usually utilised for the purposes of internal reporting.

1st half of 2025 ITALY EUROPE REST OF
THE
WORLD
Intragroup
elimination
TOTAL
Revenues from contracts with
customers
93,623 53,960 8,447 (31,762) 124,268
Operating profit by segment 25,616 5,362 567 31,545
Net financial charges (294)
Income taxes (8,636)
Net profit for the period 22,615
1st half of 2024 ITALY EUROPE REST OF
THE WORLD
Intragroup
elimination
TOTAL
Revenues from contracts with
customers
94,478 46,883 7,528 (29,376) 119,513
Operating profit by segment 24,938 3,372 41 28,351
Net financial charges 200
Income taxes (7,728)
Net profit for the period 20,823

Since the location of customers is different from the location of activities, a breakdown of revenues due from third parties is provided below, based on the location of the customers:

1st half of 2025 1st half of 2024
Italy 52,972 54,717
Europe 59,299 53,520
Rest of the world 11,997 11,276
Total 124,268 119,513

The breakdown of assets and liabilities is shown below:

30/06/2025 ITALY EUROPE REST OF
THE WORLD
TOTAL
Assets and Liabilities
Segment assets 205,913 80,917 9,428 296,258
Consolidation adjustment (5,138)
Total assets 291,120
Segment liabilities 66,791 14,869 940 82,600
Consolidation adjustment (501)
Total liabilities 82,099
31/12/2024 ITALY EUROPE REST OF
THE WORLD
TOTAL
Assets and Liabilities
Segment assets
Consolidation adjustment
188,522 77,534 10,453 276,509
(5,343)
Total assets 271,165
Segment liabilities
Consolidation adjustment
36,254 14,992 1,132 52,378
(956)
Total liabilities 51,422
1st Half of 2025 - Other segment information ITALY EUROPE REST OF
THE WORLD
TOTAL
Capital expenditure:
- Tangible fixed assets 9,512 1,035 194 10,741
- Intangible fixed assets 623 3 0 626
Total capital expenditure 11,367
Depreciation and amortisation:
- Tangible fixed assets (4,124) (878) (115) (5,117)
- Intangible fixed assets (458) (135) 0 (593)
- Right of use - leased assets (559) (514) (157) (1,230)
Total amortisation (6,940)
Accruals to provision for employee benefits 830 120 950
Average number of employees 595 291 44 930
1st Half of 2024 - Other segment information ITALY EUROPE REST OF
THE WORLD
TOTAL
Capital expenditure:
- Tangible fixed assets 9,918 2,063 111 12,092
- Intangible fixed assets 865 34 0 899
Total capital expenditure 12,991
Depreciation and amortisation:
- Tangible fixed assets (4,137) (655) (118) (4,910)
- Intangible fixed assets (428) (134) (1) (563)
- Right of use - leased assets (523) (357) (148) (1,028)
Total amortisation (6,501)
Accruals to provision for employee benefits 819 5 - 824
Average number of employees 573 274 41 888

V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. TANGIBLE FIXED ASSETS

Land and
buildings
Plant and
Machinery
Equipment Other
assets
Work in
progress
and
advances
Total
Historical cost 73,280 100,933 18,637 13,066 13,101 219,017
Reassessments
pursuant to law
934 32 - - - 966
Accumulated
amortisation
(21,484) (67,831) (12,963) (9,073) - (111,351)
Balance at 31 Dec. 2024 52,730 33,134 5,674 3,993 13,101 108,632
Increases 621 3,030 417 1,084 5,589 10,741
Currency translation
differences
(116) (125) - (85) (7) (333)
Amortisation (851) (3,044) (493) (709) - (5,097)
Net divestments - (1) - (11) - (12)
Reclassifications 124 1,561 296 91 (2,072) -
Balance as at 30 June
2025
52,508 34,555 5,894 4,363 16,611 113,931
Land and
buildings
Plant and
Machinery
Equipment Other
assets
Work in
progres
s and
advance
s
Total
Historical cost 64,048 93,175 16,626 12,219 5,657 191,725
Reassessments
pursuant to law
934 32 - - - 966
Accumulated
amortisation
(19,792) (62,512) (12,133) (8,002) - (102,439)
Balance as at
12/31/2023
45,190 30,695 4,493 4,217 5,657 90,252
Increases 448 2,560 165 632 8,287 12,092
Currency translation
differences
81 44 - 44 - 169
Amortisation (807) (2,957) (442) (684) - (4,890)
Net divestments (5) (4) - (5) - (14)
Reclassifications 78 896 971 3 (1,948) -
Balance as at
06/30/2024
44,985 31,234 5,187 4,207 11,996 97,609

In the first half of 2025, the Group's tangible fixed asset increases reached a total of €10,741 thousand, largely borne by the Parent Company.

Capital expenditure in Plant and Machinery, amounting to €3,030 thousand, represents the biggest item of expenditure and it is related primarily to the expansion and upgrade of production lines. The increases in the item 'buildings', amounting to €621 thousand, mainly concerned refurbishment works on the building housing the Parent Company's

technical office, as well as adaptation works for the leased properties of the subsidiary Cembre Ltd.

The line item 'fixed assets under construction' includes advances related to fixed assets amounting to €16,611 thousand, almost entirely connected to the development of two industrial properties at the Cembre S.p.A. headquarters, totalling 15,000 square metres, along with the facilities and equipments intended for them. The two new industrial buildings are expected to become fully operational in the first half of 2026.

In June 2025, grants for plant and equipment totalling €1,150 thousand were recognised and booked as a direct reduction of the carrying amount of the specific assets to which they relate.

It should be noted that on 15 July 2025 the French company Cembre Sarl sold to a third party, by notarial deed, the ownership of the industrial building located in the municipality of Morangis at a price of €1.9 million, already fully collected. As at 30 June 2025, the net book value of this asset and of its related fixed installations was €302 thousand; a capital gain of approximately €1.6 million was therefore realised.

Land and
buildings
Plant and
Machinery
Other Assets Total
Historical cost 1,590 263 5 1,858
Accumulated amortisation (902) (263) (5) (1,170)
Balance at 31 Dec. 2024 688 - - 688
Amortisation (20) - - (20)
Balance as at 30 June 2025 668 - - 668

2. INVESTMENT PROPERTY

The item includes only the property in Calcinate (BG), owned by Cembre S.p.A., which is no longer used for the Group activities.

Develop
ment
costs
Patents Software Trade
marks
Other Work
in
progress
and adv.
Total
Historical cost 5,134 1,218 7,427 495 2,228 96 16,598
Accumulated
amortisation
(2,794) (1,117) (6,021) (330) (1,435) - (11,697)
Balance
as
at
31
December 2024
2,340 101 1,406 165 793 96 4,901

3. INTANGIBLE FIXED ASSETS

Increases 346 120 140 - - 20 626
Currency
translation
differences
- - (1) - - - (1)
Amortisation (192) (54) (206) (123) (18) - (593)
Net divestments (11) - - - - - (11)
Reclassifications - - - - - - -
Balance as at 30 June
2025
2,483 167 1,339 42 774 116 4,921

Intangible fixed assets refer almost entirely to the Parent Company Cembre S.p.A.. Software increases mainly refer to upgrades and additions to programs already in use. With regard to Development Costs, reference should instead be made to the Directors' Report on Operations.

4. GOODWILL

30/06/2025 31/12/2024 Change in
Goodwill 4,608 4,608 -

Goodwill was recognised in the financial statements of the German subsidiary Cembre GmbH in 2018, following the acquisition of IKUMA KG, which was subsequently merged into Cembre GmbH.

In the first half of 2025, there were no external or internal indicators of impairment that made it necessary to analyse the consistency of goodwill in advance of the testing normally carried out on the annual results. In fact, despite the difficulties encountered in the German market as a result of the generally stagnant economic situation, an examination of the results achieved in the first half of the year by the 'Germany CGU' showed a satisfactory net profit and cash flows, which guarantee good financial balance; such results, also considering the estimates for the next few years set forth in the plan, guarantee the sustainability of the value recorded in the financial statements.

Buildings Cars Total
Historical cost 11,417 4,349 15,766
Accumulated amortisation (5,360) (2,202) (7,562)
Balance as at 31 December 2024 6,057 2,147 8,204
Increases 113 646 759
Currency translation differences (130) (10) (140)
Amortisation (655) (575) (1,230)
Divestments - - -

5. RIGHT OF USE - LEASED ASSETS

Balance as at 30 June 2025 5,385 2,208 7,593

The increases in contracts relating to cars are primarily represented by replacements of

existing contracts that expired in the 1st half of the year.

6. OTHER NON-CURRENT ASSETS

30/06/2025 31/12/2024 Change in
Guarantee deposits 144 178 (34)
Total 144 178 (34)

7. INVENTORIES

30/06/2025 31/12/2024 Change in
Raw materials 23,280 18,054 5,226
Work in progress and semi-finished goods 10,137 15,671 (5,534)
Finished goods 44,412 38,571 5,841
Advances to goods suppliers 1,222 1,495 (273)
Total 79,051 73,791 5,260

The value of the inventory is adjusted by an inventory depreciation provision amounting

to €5,429 thousand, recognised to align the cost with the estimated realisable value.

Changes in the provision in 2025 are shown in the table that follows:

30/06/2025 31/12/2024
Provision at beginning of the period 5,131 5,183
Accruals 741 768
Uses (345) (695)
Releases (114) (226)
Currency translation differences 16 101
Provision at end of the period 5,429 5,131

8. TRADE RECEIVABLES

30/06/2025 31/12/2024 Change in
Nominal receivables due from 58,052 47,003 11,049
customers
Provision for doubtful accounts
(895) (821) (74)
Total 57,157 46,182 10,975

Nominal trade receivables by geographical area are shown in the following table.

30/06/2025 31/12/2024 Change in
Italy 33,613 23,494 10,119
Europe 21,421 20,777 644
North America 2,058 1,684 374
Oceania 327 497 (170)
Middle East 245 342 (97)
Far East 154 154

Africa 234 118 116
Asia - 91 (91)
Total 58,052 47,003 11,049

The average collection period increased from 68 days in the financial year 2024 to 75 days. From the payment schedule published at the end of this section, it appears that most receivables were not yet overdue at 30 June 2025.

The increase in the absolute value of receivables at June 30 compared to December 31 is mainly due to the higher volume of business in June 2025 compared to December 2024.

Changes in the provision for doubtful accounts are shown in the table that follows:

30/06/2025 31/12/2024
Provision at beginning of the 821 783
period
Accruals
170 86
Uses (66) (33)
Release of excess accrual (40) (15)
Currency translation differences 10 -
Provision at end of the period 895 821

As at 30 June 2025 and 31 December 2024, the overdue situation was as follows:

Situation as
at:
Not past
due
0-90
days
91-180
days
181-365
days
Over one
year
Under
litigation
Total
30/06/2025 51,636 5,377 724 135 79 101 58,052
31/12/2024 40,454 5,101 448 452 382 166 47,003

9. OTHER ASSETS

30/06/2025 31/12/2024 Change
Receivables from employees 29 101 (72)
Advances to suppliers 362 244 118
Other 712 773 (61)
Total 1,103 1,118 (15)

The residual item 'Other' includes prepaid expenses relating to insurance and contractual maintenance.

10. SHAREHOLDERS' EQUITY

The share capital of the Parent Company amounts to €8,840 thousand, and is made up of

17 million ordinary shares with a par value of €0.52 each, fully subscribed and paid-up.

In the "Statement of changes in consolidated shareholders' equity", all changes in the different items that make up shareholders' equity are analyses.

At 30 June 2025, Cembre S.p.A. held 185,041 treasury shares, corresponding to 1.09% of its capital stock. As a result of this stock-holding, a negative reserve amounting to €3,512 thousand was recorded under shareholders' equity.

On the occasion of the fiftieth anniversary of the foundation of the company, the Shareholders' Meeting held on 29 April 2025 approved an incentive plan relating to the 2025-2029 period, targeted at Company executives and middle managers, providing for the annual assignment of options to purchase Cembre S.p.A. ordinary shares, the last allocations being scheduled in 2030. Following the adoption of this plan, in compliance with the provisions of IFRS 2, a Stock Options Reserve was recognised, representative of the debt to beneficiaries of the plan itself, assuming the attainment of the performance targets established and continuity of the work relationship. Such reserve, amounting to €135 thousand as at 30 June 2025, impacts for the same amount on the income statement and is recorded under personnel costs.

Effective
interest
rate
Term
ending
30/06/2025 31/12/2024
Leasing liabilities - Non-current portion
Cembre S.p.A. 1,023 1,287
Cembre Ltd. 2,269 2,467
Cembre Sarl 1,753 1,849
Cembre SLU 280 239
Cembre GmbH 115 76
Cembre Inc. 141 286
Cembre BV 182 -
Cembre El.Conn. Shanghai Limited 8 9
Total non-current portion 5,772 6,213
NON-CURRENT FINANCIAL LIABILITIES 5,772 6,213
Bank loans
Cembre S.p.A.
Current portion
BNL contract 6176728 6.08 extinct - 67
BPER Hot Money 3.10 extinct - 3,000
BNL contract 2563816-2563817 2.10 May-26 7,000 -
INTESA No. 161226308045660 2.05 May-26 10,000 -
UNICREDIT No. 131010595204 2.17 May-26 8,000 -

11. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

BPER Hot Money 1.92 Oct-25 5,000 -
Total current portion 30,000 3,067
Bank overdrafts
Cembre S.p.A. 2,274 -
Total 2,274
Liabilities for bank fees and interest
payable
67 13
Leasing liabilities - Current portion
Cembre S.p.A. 818 1,002
Cembre Ltd. 405 388
Cembre Sarl 277 270
Cembre SLU 115 89
Cembre GmbH 135 130
Cembre Inc. 261 310
Cembre BV 20 -
Cembre El.Conn. Shanghai Limited 2 2
Total current portion 2,032 2,191
CURRENT FINANCIAL LIABILITIES 34,373 5,271

12. EMPLOYEE SEVERANCE INDEMNITY AND OTHER RETIREMENT BENEFITS

The item includes the Employee Severance Indemnity accrued for employees of the Parent Company; special retirement benefits, due in accordance with French regulations to persons employed in France at the time of retirement, are also included in the provision.

30/06/2025 31/12/2024
Opening balance 1,617 1,751
Accruals 604 1,206
Uses (338) (757)
Social security (INPS) treasury
provision
(235) (576)
Actuarial effect - (7)
Closing balance 1,648 1,617

As a rule, the actuarial effect is only updated annually, when preparing the annual financial statements. In fact, it is considered that this calculation has little effect in the preparation of the interim report.

13. PROVISIONS FOR RISKS AND CHARGES

Supplementary
customer
allowances
Directors
variable
compensation
Personnel
incentives
Other
provisions
Total
At 31 December
2024
158 60 63 95 376
Accruals 16 30 32 11 88
Use (17) - - (31) (48)
At 30 June 2025 157 90 95 74 416

Changes in provisions for risks and charges in the half-year are shown in the table below.

In line with the remuneration policy of Cembre S.p.A., a variable compensation based on the achievement of medium-long term targets was introduced in favour of the Chairman and Managing Director. This remuneration will be disbursed in 2027, subject to the achievement of the targets set by the Board of Directors for the period 2024-2026. The amount of the accrual against the variable compensation of Directors is recorded among the cost of services.

The provision for personnel benefits includes amounts accrued for sales personnel that will be paid out upon the achievement of performance targets set in the sales development plan defined by the management.

The line item Other Provisions includes the amounts set aside in relation to potential obligations arising from a dispute with a former employee for €43 thousand and from potential disputes with clients for €31 thousand.

Given the insignificant effects, these provisions were not discounted.

14. DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets and liabilities as at 30 June 2025 are summarised as follows:

30/06/2025 31/12/2024
Deferred tax assets
Reversal of unrealised intra-group profits in stock 1,988 2,068
Write-down of inventories 656 585
Consulting capitalised by Cembre GmbH 210 183
Provision for doubtful accounts of the Parent Company 129 130
Differences on amortisation and depreciation of the Parent Company 340 335
Other 298 314
Gross deferred tax assets 3,621 3,616
Deferred tax liabilities

Average cost assessment of inventories by the Parent Company (638) (688)
Depreciation Cembre LTD (1,159) (1,196)
Reassessment of land (1,652) (1,652)
Allocation of IKUMA investment purchase price (399) (436)
Other (43) (43)
Gross deferred tax liabilities (3,891) (4,015)
Net deferred tax liabilities (271) (399)

15. TRADE PAYABLES

30/06/2025 31/12/2024 Change in
Trade payables 20,559 19,479 1,080
Advances received from customers 127 398 (271)
Total 20,686 19,877 809

Trade payables by geographical area, in thousands of Euro, are disclosed in the table

below.

30/06/2025 31/12/2024 Change in
Italy 15,570 16,043 (473)
Europe 4,895 2,673 2,222
Far East 35 373 (338)
North America 51 127 (76)
Other 8 263 (255)
Total 20,559 19,479 1,080

The average payment period has remained basically unchanged, decreasing from a period

of 56 days in the financial year 2024 to a period of 53 days in the first half of 2025.

16. OTHER PAYABLES

The item "Other payables" may be broken down as follows:

30/06/2025 31/12/2024 Change in
Payables to employees 5,812 4,183 1,629
Employee withholding taxes payable 811 1,915 (1,104)
VAT and similar foreign taxes payable 2,967 1,849 1,118
Commissions payable 328 453 (125)
Payables to Statutory Auditors and similar foreign
boards
35 55 (20)
Payables to directors 98 249 (151)
Social security payables 2,590 3,828 (1,238)
Payables for sundry taxes 97 41 56
Sundry items 390 253 137
Total 13,128 12,826 302

The increase in payables to employees, compared to December 31, 2024, is due to the accrual of amounts for holidays, thirteenth month pay and year-end bonuses that have already matured, but which will be paid in the coming months. The increase in VAT payables is due to the higher sales volume in June compared to December.

17. REVENUES FROM SALES AND SERVICES PROVIDED

1st half of 2025 1st half of 2024 Change in
Revenues from sales and services provided 124,268 119,513 4,755

In the 1st half of 2025, revenues rose by 4.0% on the corresponding period in the previous financial year. 42.6% of the sales were made to Italian customers, i.e. 3.2% less than in 2024, while sales in Europe (excluding Italy) accounted for 47.7% of the revenue, i.e. 10.8% more than in the first half of 2024. Turnover from non-European countries, equal to 9.7% of sales, increased by 6.4% compared to the first half of 2024. In accordance with the relevant accounting standards, revenues are recognised net of discounts, allowances and premiums to customers and net of adjustments to customer bonus estimates relating to previous financial years.

18. OTHER REVENUES AND INCOME

Other operating revenues are made up as follows:

1st half of 2025 1st half of 2024 Change in
Capital gains 113 58 55
Insurance reimbursements 36 19 17
Reimbursements 179 226 (47)
Operating grants 20 34 (14)
Capital grants 209 176 33
Other 111 144 (33)
Total 668 657 11

Reimbursements relate primarily to transport costs charged to customers. The operating grants, as in 2024, pertain to amounts received as contributions for staff training. As regards capital grants, it should be noted that they are recognised against a tax credit for investments made.

19. COST OF SERVICES

The item is broken down as follows:

1st half of 2025 1st half of 2024 Change in
Subcontracted work 2,528 2,204 324
Electricity, heating and water 1,347 1,218 129
Transport of goods sold 1,896 1,839 57
Fuel 360 403 (43)
Travelling expenses 1,091 1,075 16
Maintenance and repair 1,878 1,863 15
Consulting 1,241 1,131 110
Advertising and promotion 856 659 197
Insurance 619 510 109
Compensation of corporate boards 526 520 6
Postage and telephone 229 214 15
Commissions 854 694 160
Security and cleaning 457 444 13
Bank services 76 90 (14)
Software maintenance fees 767 737 30
Sundry items 781 857 (76)
Total 15,506 14,459 1,047

The item 'Sundry items' primarily includes personnel research costs of €389 thousand and

employee training costs of €200 thousand.

20. PERSONNEL COSTS

Personnel costs are broken down as follows:

1st half of 2025 1st half of 2024 Change in
Wages and Salaries 25,032 24,019 1,013
Social security charges 5,895 5,437 458
Employee Severance Indemnity 950 824 126
Retirement benefits 60 170 (110)
Other costs 590 794 (204)
Total 32,527 31,244 1,283

The item 'Wages and salaries' includes €2,558 thousand related to the cost of temporary employment in the 1st half of 2025, incurred mainly by the Parent Company; in the 1st half of 2024, this component amounted to €2,258 thousand.

The item 'Other costs' includes the provision for the Stock Option Reserve, amounting to €135 thousand.

Average number of employees by category:

1st half of 2025 1st half of 2024 Change in
Executives 15 19 (4)

White collars 472 447 25
Blue collars 339 339 -
Temporary workers 104 83 21
Total 930 888 42

Average number of employees by Group company:

Executives White
collars
Blue
collars
Outsourced
personnel
Total 1st
Half of
2025
Total 1st
Half of
2024
Change
Cembre S.p.A. 8 259 242 86 595 574 21
Cembre Ltd. 1 69 55 9 134 123 11
Cembre Sarl 1 32 5 3 41 35 6
Cembre SLU 1 36 12 4 53 49 4
Cembre Inc. 1 32 6 - 39 40 (1)
Cembre GmbH 3 38 19 1 61 67 (6)
Cembre Bv - 2 - - 2 n.a. 2
Cembre El. Conn.
Shanghai Limited
- 4 - 1 5 n.a. 5
Total 15 472 339 104 930 888 42

21. OTHER OPERATING COSTS

The item is broken down as follows:

1st half of 2025 1st half of 2024 Change in
Sundry taxes 462 462 -
Losses on receivables 69 23 46
Capital losses 23 13 10
Donations 53 51 2
Membership fees 43 36 7
Ancillary expenses for production 33 31 2
Ancillary general and administrative 34 34 -
expenses
Ancillary trade expenses
36 36 -
Other 193 247 (54)
Total 946 933 13

The residual item "Other" consists primarily of sundry expenses not otherwise classifiable.

22. INCREASES IN FIXED ASSETS FOR INTERNAL WORK

1st half of 2025 1st half of 2024 Change in
External supplies of components 213 320 (107)
External processing and treatment 13 17 (4)
Internal design and processing 245 231 14
Other 24 21 3
Total 495 589 (94)

This item represents the amount of costs capitalised by the Parent Company for the construction of equipment and dies built internally, as well as costs relating to capitalised development activities.

23. ACCRUALS TO PROVISIONS FOR RISKS AND CHARGES

The item is broken down as follows:

1st half of 2025 1st half of 2024 Change
Customer allowances 16 15 1
Other provisions 11 68 (57)
Total 27 83 (56)

24. FINANCIAL INCOME AND CHARGES

1st half of 2025 1st half of 2024 Change
Interest earned on bank account balances 47 168 (121)
Other financial income 237 66 171
284 234 50
Bank loans and overdrafts (92) (73) (19)
Interest on leased assets (140) (101) (39)
Other - - -
(232) (174) (58)
Total financial income and charges 52 60 (8)

25. INCOME TAXES

Income taxes are composed as follows:

1st half of 2025 1st half of 2024 Change
Current taxes (8,741) (8,141) (600)
Deferred taxes 105 413 (308)
Net extraordinary gains - - -
Total (8,636) (7,728) (908)

The difference between the effective tax rate and the theoretical tax rate is as follows:

1st half of 2025 1st half of 2024
Profit prior to taxes 31,251 28,551
Taxes (8,636) (7,728)
Effective tax rate 27.63% 27.06%
Theoretical tax rate (*) 27.90% 27.90%

(*)Tax rate of the Parent Company (IRES + IRAP)

On December 18, 2023 Cembre S.p.A. renewed the agreement with Agenzia delle Entrate (the Italian Revenue Service) that defines the methods and criteria for calculation of the economic contribution to the production of business income by intangible fixed assets for the purposes of the so-called "Patent Box", with regard to tax years 2020-2024.

The agreement enabled Cembre S.p.A. to obtain a tax benefit for 2020 of approximately €1,103 thousand, recognized in 2023 and determined according to the methods and criteria outlined in same the agreement.

Likewise, this agreement has enabled the accounting of a tax benefit in 2024 for the 2021 fiscal year, totalling €1.88 million, and of a tax benefit for the 2022 fiscal year totalling €2.06 million. The tax benefits for the years 2023 and 2024 are yet to be ascertained, and will be accounted for when it can be determined with due precision.

Deferred tax assets and liabilities are made up as follows:

1st half of 2025 1st half of 2024
Reversal of unrealised intra-group profits in stock (80) 259
Write-down of inventories 71 39
Provision for doubtful accounts of the Parent Company (1) 10
Differences on amortisation and depreciation of the Parent
Company
5 8
Average cost assessment of inventories by the Parent Company 50 203
Accelerated depreciation 38 (16)
Allocation of IKUMA investment purchase price 37 39
Other (15) (128)
Prepaid/deferred taxes for the financial year 105 414

26. COMPREHENSIVE INCOME

The Cembre Group uses a single table to report its comprehensive income. In particular, the economic effects recorded directly under Shareholders' Equity are reported separately and result in an increase or decrease of net profit for the period. As at June 30 2025, the only difference relates to foreign exchange translation differences, arising upon consolidation, on the translation into euro of the financial statements of companies whose functional currency is not the euro. As indicated in Note 13, at the time of preparation of the Interim Report, in view of the modest effects, the discounting of employee severance indemnity was not updated.

27. EARNINGS PER SHARE (BASIC AND DILUTED)

Basic earnings per share are calculated by dividing the net profit by the weighted average number of shares in circulation for the financial year, excluding treasury shares held at the end of the period, equal to 185,041.

Diluted earnings per share are determined by dividing the net profit by the weighted average number of shares in circulation in the period, excluding treasury shares, increased by the weighted number of shares that potentially could be added to those in circulation due to the stock option plan.

1st half of
2025
1st half of
2024
Group Net Profit (Euro '000) 22,615 20,823
Number of ordinary shares outstanding (Euro '000) 16,815 16,790
Basic earnings per share (Euro) 1.34 1.24
Weighted number of shares potentially eligible for allocation (Euro
'000)
18 18
Diluted earnings per share (Euro) 1.34 1.24

28. NET FINANCIAL POSITION

At the end of the period the net financial position of the Group amounted to a negative value of €23,761 thousand, down from 31 December 2024 due to capital expenditure in the period and to the payment of dividends on the profit for the 2024 financial year.

At the reporting date, the Group had no outstanding debt involving covenants (equity/profit ratios) or negative pledges (limitation clauses). In respect of the "Guidelines on disclosure obligations pursuant to the prospectus regulation" set forth by ESMA, details of the Group Net Financial Position are provided below:

30/06/2025 31/12/2024
A Cash 9 9
B Bank deposits 16,375 13,462
C Other financial assets - -
D Cash and cash equivalents (A+B+C) 16,384 13,471
E Current bank payables (32,341) (3,080)
F Current financial leasing liabilities (2,032) (2,191)
G Current financial indebtedness (E+F) (34,373) (5,271)
H Net current financial position (G+D) (17,989) 8,200
I Non-current bank payables - -
J Non-current financial leasing liabilities (5,772) (6,213)
K Non-current financial indebtedness (I+J) (5,772) (6,213)
emarket
sdir storage
CERTIFIED

L Net financial position (H+K) (23,761) 1,987

29. DISCLOSURE ON RELATED PARTIES

Among the assets leased to Cembre S.p.A. by third parties are an industrial building adjacent to the Company registered office measuring a total of 5,960 square meters on three floors, in addition to the Monza, Padua and Bologna sales offices. These properties are owned by 'Tha Immobiliare S.p.A.', a company with registered office in Brescia, whose capital is held by Anna Maria Onofri, Giovanni Rosani, and Sara Rosani, members of the Board of Directors of the Parent Company Cembre S.p.A.; the interest for the company is identifiable in the prospect of continuity and in the reduction of the risks of termination of the lease contract.

Cembre Ltd. leases an industrial building, composed of several units, from Borno Ltd., a company controlled by Lysne S.p.A. (parent company of Cembre S.p.A.).

As of June 30, 2025, the outstanding debts for invoices relating to the aforementioned rental fees are: 130 thousand euros to Tha Immobiliare S.p.a. and 47 thousand euros to Borno Ltd.

A summary of the amounts reported in the financial statements relating to the abovementioned contracts is provided below:

Net
assets
Non-current
fin. liabilities
Current fin.
liabilities
Amortisation Interest
expense
Leased assets from THA to
Cembre S.p.A.
382 869 358 245 12
Leased assets from Borno to
Cembre Ltd
2,147 2,009 266 145 47

Cembre S.p.A. does not have direct relationships with the parent company Lysne S.p.A. of any other nature than that of the exercise of shareholders rights on the part of the parent company. Lysne S.p.A. does not carry out any management or coordination activity with respect to Cembre S.p.A.

Remuneration of Directors and Statutory Auditors

In the 1st half of 2025, compensation for the Board of Directors and the Board of Statutory Auditors amounted to:

Board of Statutory
Auditors
Directors
Emoluments as directors and auditors of Cembre
S.p.A.
49 342
Remuneration as employees 141
Other compensation 6
Non-monetary benefits 11

The item 'Remuneration as employees' does not include contributions borne by the Company, amounting to €48 thousand.

Other fees relate to the function performed within the Supervisory Body.

Non-monetary benefits relate to the use of a company car and insurance policies underwritten in favour of directors.

The emoluments item also includes the short-term variable compensation provided for

executive directors, allocated for €83 thousand.

The remuneration policy of Cembre S.p.A. includes a variable compensation linked to the achievement of medium-long term targets in favour of the Chairman and Managing Director. Such compensation will be paid out in case the targets set by the Board of Directors, upon proposal of the Remuneration Committee, are achieved.

The provision, of this amount in the emolument raw, for the first half of 2025 was estimated at €30 thousand.

30. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Group does not use derivative instruments to hedge against interest risk and currency exposure.

The short-term maturity of a large part of the financial instruments held is such that their carrying value is in line with their fair value of the same.

Risks connected with the market

The Group faces these risks with ongoing innovation, the widening of the product range and the upgrade of its production process, by implementing, also with the help of its foreign subsidiaries, targeted marketing policies and pursuing a policy of expansion on markets where the Group has less of a presence.

Interest rate risk

As at 30 June 2025, as shown in detail in Note 11, the Parent Company Cembre S.p.A. has loans outstanding. The nature of the rate applied and the relatively short-term maturity protect the Group from any fluctuations in interest rates.

Currency risk

Despite a strong international presence, the Group does not have a significant exposure to currency risk (on an operating or equity basis), as it operates mainly in the Euro area, the currency in which its trade transactions are mainly denominated.

Exposure to currency risk is determined mainly by some sales in US dollars and British pounds. The entity and volumes are not such as to have a significant impact on the Group results.

As described in the consolidation standards section, the financial statements of consolidated companies prepared in currencies other than the euro are translated into euro at the exchange rate published on the website of the Ufficio Italiano Cambi (Italian Foreign Exchange Office).

In addition to currency risk, the Group is also exposed to currency translation risk. As described in the consolidation standards section, in fact, the financial statements of consolidated companies prepared in currencies other than the Euro are translated into Euro at the exchange rate published on the website of the Bank of Italy.

In the table that follows we report the economic effect of possible fluctuations in exchange rates for the main financial items of consolidated companies operating outside the euro area.

Currency Change in
exchange
rate
Change in
Shareholders'
Equity
Change in
Turnover
Change in
Profit prior to
taxes
Cembre Ltd GBP 5% / -5% (1,040)/1,040 (915)/915 (121)/121
Cembre Inc. USD 5% / -5% (402)/402 (368)/368 (42)/42
Cembre Electrical
Connections Shanghai
LTD
RMB 5% / -5% (7)/7 - (15)/15
-------------------------------------------------- ----- ---------- ------- --- ---------

In the income statement as at 30 June 2025, the line item 'Exchange Gains (Losses)' is a negative €346 thousand.

Liquidity risk

The exposure of the Group to liquidity risk is not material, as its financial position is balanced. The collection and payment cycle is also balanced, as shown by the ratio of current assets to current liabilities.

Credit risk

The Group exposure to credit risk relates exclusively to trade receivables.

As shown in Note 8, none of the areas in which the Group operates poses relevant credit risks.

Operating procedures limit the sale of products or services to customers who do not possess an adequate credit profile or who do not provide adequate guarantees. The receivables matured over 12 months and those under litigation are widely covered by the provision for doubtful accounts accrued. Moreover, Cembre S.p.A. has stipulated an insurance policy against commercial credit risk, allowing it to reduce further exposure to this kind of risk.

Risks linked to climate change

Climate change entails a broad spectrum of possible impacts for the Group arising from both physical and transition risks. When making new investments, the Group takes into account the possible future impacts that climate change may have on their usability and useful life. It also closely monitors regulatory developments and changes, such as new climate-related regulations and standards.

The Group believes that its business model and products will still be attractive following the transition to a low-emission economy.

Climate-related issues may increase the uncertainty of the estimates and assumptions regarding certain elements or items of the financial statements. For further discussion of this aspect, please refer to the section "Effects of Climate Change" in the sub-chapter "Use of estimates" of the chapter "ACCOUNTING STANDARDS AND VALUATION CRITERIA" in the explanatory notes to the consolidated financial statements at December 31, 2024. Please also refer to the "Risks and effects linked to climate change" section in the Interim Report on Operations.

31. SUBSEQUENT EVENTS

No event having significant effects on the Group financial position or on the operating performance occurred after the end of the 1st half of the year.

32. CONSOLIDATED COMPANIES

The scope of consolidation did not change during the 1st half of 2025.

Company Registered office Share capital Share held as at
30/06/2025
Share held as
at 31 December
2024
Cembre Ltd Sutton Coldfield
(Birmingham - UK)
GBP 1,700,000 100% 100%
Cembre Sarl Lyon
(France)
EURO 1,071,000 100% 100%
Cembre SLU Torrejón de Ardoz
(Madrid -Spain)
EURO 2,902,200 100% 100%
Cembre GmbH Munich
(Germany)
EURO 10,112,000 100% 100%
Cembre Inc. Edison
(New Jersey, US)
US\$ 1,440,000 100% 100%
Cembre BV Eindhoven
(Netherlands)
EURO 300,000 100% 100%
Cembre Electrical
Connections
Shanghai LTD
Shanghai Limited
(China)
EURO 1,000,000 100% 100%

Companies consolidated line-by-line are:

Brescia, 12 September 2025

FOR THE BOARD OF DIRECTORS OF THE PARENT COMPANY CEMBRE S.P.A. The Chairman and Managing Director

Giovanni Rosani

Attestation of the Half-year Condensed Financial Statements

pursuant to art 154-bis Paragraph 5, of Legislative Decree 58 dated Feb. 24, 1998 "Consolidated Law on financial intermediation regulations" and subsequent integrations and updatings (Translation from the original Italian text)

The undersigned Giovanni Rosani and Claudio Bornati in their capacity respectively of, Managing Director and Manager responsible for preparing the financial reports of Cembre S.p.A., attest, pursuant to article 154-bis, paragraphs 3 and 4 of Legislative Decree no.58 dated February 24, 1998, as amended and integrated:

• the adequacy in relation to the characteristics of the company, and

• the application of

administrative and accounting procedures used in the preparation of the Half-year Condensed Financial Statements for the 1st Half of 2025.

It is furthermore attested that the Half-year Condensed Financial Statements for the 1st Half of 2025:

• have been prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union through Regulation (EC) 1606/2002 of the European Parliament and Counsel dated July 19, 2002;

• correspond to the document results, books and accounting records;

• provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.

It is furthermore attested that the Report on Operations includes reference to important events that occurred in the first six months of the year and their impact on the condensed consolidated interim financial statements, along with a description of the main risks and uncertainties for the six remaining months of the year, in addition to information on significant related-party transactions. The interim management statement also contains a reliable analysis of the information on significant transactions with related parties.

Brescia, September 12, 2025

Manager responsible for the Chairman and preparation of financial reports Managing Director

signed by: Claudio Bornati signed by: Giovanni Rosani

CEMBRE SpA

Via Serenissima, 9 • 25135 Brescia ITALY Ph +39 030 3692.1 • Fax +39 030 3365766 www.cembre.com • [email protected]

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