Interim / Quarterly Report • Nov 13, 2025
Interim / Quarterly Report
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Details of the parent company
CY4Gate S.p.A.
Registered office: Via Coponia, 8 - 00131
Rome (Italy)
Fully paid-up share capital of Euro
1.441.499,94
Company registration no.: 13129151000
REA no.: RM – 1426295
VAT no.: 13129151000
www.cy4gate.com
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Chairperson Enrico Peruzzi
Managing Director Emanuele Galtieri
Director Domitilla Benigni
Director* Alessandra Bucci
Director* Cinzia Parolini
Director Alessandro Chimenton
Director* Maria Giovanna Calloni
Director Roberto Ferraresi
Director Paolo Izzo
Chairperson Stefano Fiorini
Standing statutory auditor Daniela Delfrate
Standing statutory auditor Paolo Grecco
Alternate statutory auditor Allegra Piccini
Alternate statutory auditor Alberto Trabucchi
KPMG S.p.A., term of engagement until the date of the shareholders' meeting which approves the Separate financial statements as of December 31, 2031
*Independent Director pursuant to Article 147-ter, paragraph 4, and Article 148, paragraph 3, of the TUF and Article 2 of the Corporate Governance Code.
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| GROUP FINANCIAL PERFORMANCE AND KEY PERFORMANCE INDICATORS4 | |
|---|---|
| CONSOLIDATED INTERIM MANAGEMENT REPORT AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, | |
| 202510 | |
| STATEMENT PURSUANT TO ARTICLE 154-BIS, PARAGRAPH 2 OF LEGISLATIVE DECREE NO. 58/199822 |
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The results as of and for the nine months ended September 30, 2025 confirm that CY4Gate Group is a key player in the government and corporate sectors. Since the first quarter of 2025, the Group has initiated a process of strengthening its management structure, aimed at ensuring a business consolidation and development path, focused on sustainable growth.
The results as of and for the nine months show a strong growth trend, supported by relevant governmental projects (decision intelligence and forensic intelligence); in the cybersecurity sector it's been consolidated XTN Cognitive Security Srl (hereinafter "XTN"), subsidiary leader in the sector of detection and response to fraud and digital threats, with prospects also in other industries (automotive, Telco and Energy&Utilities).
From a commercial perspective, during the first nine months of 2025, the company registered new orders with important national and international Institutional clients, ensuring business volumes for both 2025 and beyond.
The management of CY4Gate evaluates the performance of the Group based on some indicators discussed below. Below, in addition to the financial indicators provided by the International Financial Reporting Standards (IFRS), some indicators derived from these latter, although they are not provided for by the IFRS (Alternative Performance Indicators), and the components of each of these indicators are presented:
These indicators reflect the main economic and financial figures, minus the non-recurring income and expense not strictly correlated to the core business and therefore allow a performance analysis more consistent with previous periods.
Shown below are the main changes that have characterized the Group's trend compared to the previous period.
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| Reclassified Statement of profit and loss | For the nine months ended | |
|---|---|---|
| (in Euro) | September 30, 2025 | September 30, 2024* |
| Revenues | 63,096,697 | 45,352,850 |
| Other revenues | 1,973,610 | 2,190,975 |
| Revenues | 65,070,308 | 47,543,825 |
| Purchases, services and other operating costs | 29,117,991 | 20,142,338 |
| Personnel expenses | 26,471,963 | 23,787,212 |
| Costs | 55,589,954 | 43,929,550 |
| EBITDA | 9,480,353 | 3,614,275 |
| EBITDA Margin | 14.6% | 7.6% |
| Depreciation, amortization, impairment losses and value adjustments of financial assets |
(13,704,857) | (11,372,139) |
| Adjusted EBIT | (4,224,504) | (7,757,863) |
| Depreciation and amortization (related to PPA) | (1,482,236) | (3,527,664) |
| Non-recurring costs (one off) | (111,452) | (225,412) |
| EBIT | (5,818,193) | (11,510,939) |
| Financial income (expense) | (2,124,573) | (1,839,967) |
| Taxes | (378,730) | 94,336 |
| Profit/(loss) for the period | (8,321,496) | (13,256,570) |
| of which, attributable to non-controlling interests | 886,209 | 1,025,054 |
| Earnings/(loss) per share | (0.35) | (0.56) |
* Comparative figuresfor the nine months of 2024 have been restated to include the effects of the Purchase Price Allocation of XTN Cognitive Security Srl (fully consolidated as of January 1, 2024); allocation concluded in the second half of 2024.
With reference to the subsidiary XTN, as required by IFRS 3, the Group has retrospectively implemented in this interim management report as at September 30, 2025 the values at the acquisition date (January 1, 2024) with consequent restatement of the comparative figures, with particular reference to the amortization of the intangibles emerged following the completion of the Purchase Price Allocation at the end of the 2024 financial year and the related deferred taxes.
The restatement of the comparative values is detailed in the following table:
| Restatement of comparative figures (in Euro) |
Reported figures September 30, 2024 |
PPA effect | Restated figures September 30, 2024 |
|---|---|---|---|
| Consolidated Statement of Profit and loss Depreciation, amortization, impairment losses and value adjustments of financial assets* |
(14,761,701) | (138,101) | (14,899,802) |
| Income taxes | 56,511 | 37,826 | 94,337 |
| Total | (14,705,190) | (100,275) | (14,805,465) |
*Including the amortization resulting from PPAs
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| Reclassified Statement of Financial Position | As at | |
|---|---|---|
| (in Euro) | September 30, 2025 | December 31, 2024 |
| Non-current assets | 91,759,436 | 97,966,248 |
| Inventories | 1,932,142 | 973,831 |
| Contract assets/(liabilities) | 3.284.282 | 5,957,176 |
| Trade receivables | 47,105,513 | 49,940,566 |
| Trade payables | (12,318,573) | (11,918,398) |
| OPERATING WORKING CAPITAL | 40,003,364 | 44,953,174 |
| Other assets (liabilities) | (16,876,747) | (9,707,168) |
| NET WORKING CAPITAL | 23,126,617 | 35,246,006 |
| NET INVESTED CAPITAL | 114,886,053 | 133,212,255 |
| Cash and cash equivalents | 11,253,177 | 14,537,530 |
| Financial assets | 8,838,809 | 1,472,983 |
| Financial liabilities | (37,474,458) | (41,070,787) |
| Lease liabilities | (5,107,135) | (5,859,148) |
| Net financial position | (22,489,607) | (30,919,422) |
| Equity | (92,396,447) | (102,292,833) |
| Total sources | (114,886,053) | (133,212,255) |
Group revenues as of September 30, 2025 amount to Euro 63.1 million, with an increase of 39.1% compared to September 30, 2024 (Euro 45.4 million). Costs increase compared to the first nine month of 2024 to Euro 55.6 million (Euro 43.9 million as of September 30, 2025). Extraordinary costs decrease to Euro 0.01 million compared to Euro 0.2 million of the first nine months of 2024.
Group EBITDA as at September 30, 2025 is positive and amounts to Euro 9.5 million, a definite increase compared to the comparative period (Euro 5.9 million, an increase of +162%), mainly driven by the increase in production volumes of the subsidiaries RCS and DARS in addition to the high profitability on foreign market projects.
EBIT is negative for Euro 5.8 million (negative for Euro 11.5 million as of September 30, 2025), increased of Euro 5.7 million compared to the prior period, despite this operating result it is still affected by higher amortization charges due to investments accumulated in previous years to support growth.
In light of the above, the Net result for the period is negative and equal to Euro 8.3 million (negative for Euro 13.3 million as at September 30, 2024).
Group Equity amounts to Euro 92.4 million (Euro 102.3 million as of December 31, 2024).
The Net Financial Position is negative for Euro 22.5 million (negative for Euro 30.9 million as of December 31, 2024), an improvement of Euro 8.4 million, mainly due to a reduction in financial payables and an increase in financial assets.
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With reference to the human resources, below is the composition of the CY4Gate Group's workforce as of September 30, 2025, highlighting changes that occurred during the first nine months.
| Executive managers |
Middle managers | Employees | Total | |
|---|---|---|---|---|
| 12/31/2024 | 25 | 83 | 444 | 552 |
| additions (+) | 2 | 8 | 43 | 53 |
| departures (-) | (2) | (11) | (45) | (58) |
| 09/30/2025 | 25 | 80 | 442 | 547 |
| Average Number of Employees | period | Employees at the end of the | ||
|---|---|---|---|---|
| 09/30/2025 | 09/30/2024 | 09/30/2025 | 09/30/2024 | |
| Executive managers | 25 | 25 | 25 | 24 |
| Middle managers | 82 | 78 | 80 | 80 |
| Employees | 437 | 449 | 442 | 437 |
| Total | 544 | 552 | 547 | 541 |
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The Group will continue its growth path focusing on strong consolidation, efficiency and creation of synergies with the acquired companies, while consistently maintaining technological excellence and enhancing the broad product portfolio, which now includes leading cyber solutions capable of supporting the most challenging customer needs.
The Group's strategy aims to:
Specifically, the following initiatives continue to be confirmed as strategic priorities to be pursued over the next three year:
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The process of integrating the acquired companies continues, with the aim of streamlining the organizational model and processes and rationalizing the cost and investment structure.
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| For the nine months ended September 30 | |||||
|---|---|---|---|---|---|
| (in Euro) | 2025 | of which to related parties: |
2024 restated * |
of which to related parties: |
|
| Revenues | 63,096,697 | 4,891,949 | 45,352,850 | 6,318,399 | |
| Other revenues | 1,973,610 | 57,703 | 2,190,975 | ||
| Purchases, services and personnel expenses | (55,313,374) | (166,410) | (43,494,675) | (342,331) | |
| Amortization and depreciation | (14,643,972) | (198,072) | (14,662,835) | ||
| Net impairment losses on financial assets | (543,122) | (236,968) | |||
| Other operating costs | (388,033) | (660,288) | |||
| Operating profit/(loss) | (5,818,193) | (11,510,939) | |||
| Financial income | 621,603 | 198,840 | |||
| Financial expense | (2,377,783) | (17,562) | (2,038,808) | ||
| Share of profit/(loss) of equity-accounted investments, net of tax effects |
(368,393) | - | |||
| Profit/(loss) before tax | (7,942,766) | (13,350,906) | |||
| Income taxes | (378,730) | 94,336 | |||
| Profit/(loss) for the year | (8,321,496) | (13,256,569) | |||
| of which: | |||||
| Profit attributable to non-controlling interests | 886,209 | 1,025,054 | |||
| Profit/(loss) attributable to the owners of the parent | (9,207,705) | (14,281,623) |
* Comparative figures for the first nine months of 2024 have been restated to include the effect of the Purchase Price Allocation of XTN (fully consolidated from 1st January 2024); allocation concluded in the second half of 2024.
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| As of September 30 | As of December 31 | |||
|---|---|---|---|---|
| of which with | of which with | |||
| (in Euro) | 2025 | related | 2024 | related |
| parties: | parties: | |||
| Intangible assets and goodwill | 75,882,270 | - | 81,191,711 | - |
| Goodwill | 49,190,205 | - | 49,190,205 | |
| Intangible assets | 26,692,065 | - | 32,001,506 | |
| Property, plant and equipment | 10,124,687 | - | 9,850,247 | - |
| Right-of-use assets | 4,890,958 | 503,297 | 5,694,377 | 712,970 |
| Non-current financial assets | 1,421,547 | 994,000 | 502,251 | 419,000 |
| Equity-accounted investments | 861,521 | - | 1,229,914 | - |
| Deferred tax assets | 1,663,174 | - | 10,460,187 | - |
| Other non-current assets | 105,282,835 | - | 1,031,789 | - |
| Non-current assets | 1,932,142 | - | 109,960,476 | - |
| Inventories | 6,557,159 | 3,858,071 | 973,830 | - |
| Contract assets | 47,105,513 | 1,277,003 | 8,429,181 | 2,430,044 |
| Trade receivables | 211,849 | - | 49,940,566 | 5,627,842 |
| Current tax assets | 4,307,690 | - | 79,225 | - |
| Other current assets | 7,417,263 | - | 5,680,942 | - |
| Current financial assets | 11,253,177 | - | 970,732 | - |
| Cash and cash equivalents | 78,784,792 | - | 14,537,530 | - |
| Current assets | 184,067,627 | - | 80,612,005 | - |
| Total assets | 1,441,500 | - | 190,572,481 | - |
| Share capital | 108,539,944 | - | 1,441,500 | - |
| Share premium reserve | (3,435,541) | - | 108,539,944 | - |
| Reserves | (9,207,705) | - | (3,479,508) | - |
| Profit/(loss) for the period | 89,992,737 | - | (7,401,686) | - |
| Equity of the Group | 1,517,501 | - | 99,100,250 | - |
| Equity attributable to non-controlling | ||||
| interests | 886,209 | - | 1,429,407 | - |
| Profit (loss) for the period of non controlling interests |
92,396,447 | - | 1,763,176 | - |
| Equity | 5,261,325 | - | 102,292,833 | - |
| Employee benefits - non-current | 599,297 | - | 4,739,373 | - |
| Other non-current liabilities | 17,126,331 | - | 3,559,998 | - |
| Non-current financial liabilities | 3,578,816 | 317,217 | 24,216,798 | - |
| Non-current financial and lease liabilities |
951,259 | - | 4,227,281 | 474,237 |
| Deferred tax liabilities | 27,423,277 | - | 1,375,380 | - |
| Total non-current liabilities | 12,318,573 | 238,575 | 38,118,830 | - |
| Trade payables | 20,348,127 | - | 11,918,398 | 3,172 |
| Current financial liabilities | 1,528,318 | 282,807 | 16,853,988 | - |
| Current lease liabilities | 3,366,627 | 603,911 | 1,631,866 | 256,718 |
| Current contract liabilities | 833,409 | - | 2,472,005 | 535,808 |
| Current tax liabilities | 25,852,849 | - | 278,023 | - |
| Other current liabilities | 64,247,903 | - | 17,006,538 | - |
| Total current liabilities | 91,671,180 | - | 50,160,818 | - |
| Total liabilities | 184,067,627 | - | 88,279,648 | - |
| Total equity and liabilities | 75,882,270 | - | 190,572,481 | - |
CONSOLIDATED INTERIM MANAGEMENT REPORT AS OF AND FOR THE
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CY4Gate S.p.A. (hereinafter "CY4Gate" or the "Company" and, together with its subsidiaries, the "Group") is a company established and domiciled in Italy, with its registered office in Rome (RM), at Via Coponia, 8 and organized under the legal system of the Italian Republic. This interim management report as of September 30, 2025 includes the accounting situations at that date of the Parent Company and its subsidiaries (together, the "CY4Gate Group" or the "Group" or "CY4"). The Group is primarily active in the design, development and production of technologies, products, systems and services for the Armed Forces, Law Enforcement Agencies and Italian and foreign companies. Since June 26, 2023, the shares of CY4Gate S.p.A. have been traded in the Euronext STAR Milan market segment of the Italian Stock Exchange (from 2020 and until the above date shares were traded in the Euronext Growth Milan market segment).
The Company is a subsidiary of Elettronica S.p.A., with a registered office in Rome, in Via Tiburtina Km 13,700.
As of the date of preparation of thise financial statements, the Company is not subject to the direction and coordination of any of its shareholders, as the Board of Directors of the Company assumes in full and complete autonomy and independence the most appropriate decisions regarding the management of the Company's activities.
This consolidated interim management report was approved and authorized for publication by the Board of Directors of CY4Gate S.p.A. on November 13, 2025. The same, as permitted by current legislation, has not been subject to auditing.
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This interim management report as of and for the nine months ended September 30, 2025 has been prepared by the Company as STAR issuer as provided for in Borsa Italiana S.p.A. Notice no. 7587 of April 21, 2016; the contents of the document is compliant with the provisions of art. 154-ter, paragraph 5 of Legislative Decree no. 58/98 - T.U.F. and article 82-ter of Consob Issuers Regulation.
This interim management report has been prepared in accordance with the "EU IFRS", meaning by this all the "International Financial Reporting Standards" (IFRS), all the "International Accounting Standards" (IAS), all interpretations of the "International Financial Reporting Interpretations Committee" (IFRIC), formerly the "Standing Interpretations Committee" (SIC) that, as of the reporting date of the Management report, have been endorsed by the European Union in accordance with the procedure provided for by Regulation (EC) no. 1606/2002 of the European Parliament and of the European Council of July 19, 2002. The IFRS have been applied consistently to all periods presented in this document.
Specifically, this interim management report has been prepared in accordance with IAS 34 - Interim Financial Reporting; does not include all the information required by the annual financial statement and should be read together with the annual consolidated financial statements as of and for the year ended 31 December 2024 (the latest annual financial statements), deposited at the Company's headquarters and available on the website www.cy4gate.com. Although not including all the information required for complete financial reporting, specific explanatory notes are included to explain events and transactions that are relevant to understanding the changes in the financial position and performance of the Group since the last financial statements. The financial statements are consistent with those that make up the annual consolidated financial statements.
The interim management report has been prepared and presented in Euro, which represents the currency of the predominant economic environment in which the Group operates. All amounts included in this document, unless otherwise indicated, are expressed in Euro. The totals of some statements and tables in the explanatory notes may slightly differ from the sum of the individual components due to roundings.
The interim management report as of September 30, 2025, includes the Consolidated Statement of profit and loss, the Consolidated Statement of Financial Position and the Explanatory Notes. The following are the financial statements formats and the relative classification criteria adopted by the Group, within the options provided by IAS 1 Presentation of financial statements:
Pursuant to Consob Resolution no. 15519 of 28 July 2006, the income and expenses deriving from non-recurring transactions, if present, are identified separately within the Consolidated Statement of profit and loss; similarly, the balances of transactions with related parties are highlighted separately in the accounting statements.
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Historical cost is the general criteria adopted in preparing this interim management report as of September 30, 2025, except for items that, according to IFRS, are mandatorily recorded at fair value.
For each financial statement's line item, the corresponding value from the previous financial year or period is presented for comparative purposes.
This management report has been prepared on a going concern basis, as management has confirmed the absence of financial, operational or other indicators that may suggest an inability on the part of the Group to meet its obligations in the foreseeable future and, in particular, during the 12 months following the reporting date.
The list of companies included in the scope of consolidation as of September 30, 2025 is indicated in the following table:
| Company name | Registered Office | % direct | % Group | Consolidation | As of September 30 | ||
|---|---|---|---|---|---|---|---|
| company name | capital ownership owne | ownership | method | 2025 | 2024 | ||
| CY4Gate S.p.A. (Parent company) | Rome (Italy) - via Coponia 8 |
1,441,500€ | - | - | - | х | х |
| Subsidiaries | |||||||
| RCS ETM Sicurezza S.p.A. (in short, RCS) |
Milan (Italy) - Via Caldera 21 |
7,000,000 € | 100% | 100% | Line-by-line consolidation | х | х |
| Dars Telecom SL | Madrid (Spain) - Paseo Pintor Rosales 44 |
4,808 € | 65% | 65% | Line-by-line consolidation | х | х |
| Diateam S.a.S. * | Brest (France) - 31 rue Yves Collet |
300,000 € | 85.33% | 100% | Line-by-line consolidation | х | х |
| Servizi Tattici Informativi Legali S.r.l. (in short, STIL) ** |
Cuneo (Italy) - Via XX settembre 2 | 33,333€ | n/a | n/a | Line-by-line consolidation |
- | х |
| Tykelab S.r.l. | Rome (Italy) - Via Benedetto Croce 10 |
10,000 € | 90% | 90% | Line-by-line consolidation | х | х |
| XTN Cognitive Security S.r.l. (in short, XTN) *** |
Arco (Italy) - via S. Caterina 95 |
10,000 € | 77.80% | 80% | Line-by-line consolidation |
х | х |
| Associates | |||||||
| SAS Foretec | Andrézieux-Bouthéon (France) - Bvd P. Desgrange 5 |
500,000 € | 25% | 25% | Equity | x | х |
| Joint Venture | |||||||
| Helmon S.r.l. **** | Rome (Italy) - Via Cassiodoro 1/a |
120,000 € | 50% | 50% | Equity | х | х |
*It is specified that the % contribution to the Group is 100% and takes into account Diateam's contribution to equity attributable to the owners of the parent following the registration of additional interests as a result of the accounting of the Put options granted to non-controlling investors on their quotas.
** The company STIL was merged by incorporation into the direct parent company RCS on January 1st, 2024. Please note that the percentage of direct investment in STIL was 70% as of December 31, 2023, increased to 100% during 2024.
*** It is specified that the % contribution to the Group is 80% and takes into account XTN's contribution to equity attributable to the owners of the parent following the registration of additional interests as a result of the accounting of the Put options granted to some non-controlling investors on the quotas in their possession, equal to 2.20% of the quota capital of the investee.
****It is specified that the company was already consolidated as of September 30, 2024 as Prontocyber Plus S.r.l.
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It is specified that the following subsidiaries are excluded from the consolidation scope, as they are immaterial to the interim management report due to their limited operations.
| Company name | Registered office | Share capital | % Direct ownership |
|---|---|---|---|
| Aurora France S.A.S. | Paris (France) - 9 Rue Parrot | €10,000 | 100% |
| RCS LAB GMBH | Lebach (Germany) - Scheuernstraße 24 | €25,000 | 70% |
| XTN Inc. | New York - Madison Ave 509 | USD 30,500 | 100% |
The consolidated interim management report as of September 30, 2025 was prepared by consolidating on a line-by-line basis the accounts as of and for the nine months ended September 30, 2025 of the Parent company and of the Italian and foreign companies of which CY4Gate holds control, both directly and indirectly, from the date on which control was effectively acquired, and the companies cease to be consolidated on the date on which control is transferred to third parties.
The accounting situations of the consolidated companies, prepared for the purposes of consolidation by the respective competent bodies, have been appropriately homogenized and reclassified in order to make them uniform with the accounting principles and valuation criteria of the Group, as described below. The reference date of the interim accounting situations of the consolidated companies coincides with that of the Parent Company.
Subsidiaries are those companies over which the Group exercises control. The Group controls a company when it is exposed, or has rights, to the variability of the subsidiary's results based on its involvement with the subsidiary itself and can influence those results through the exercise of its power. Control can be exercised either by direct or indirect ownership of the majority of voting shares or by contractual or legal agreements, regardless of shareholding relationships. The existence of potential voting rights exercisable at the reporting date is considered for the purpose of determining control. In general, control is presumed to exist when the Group holds, directly or indirectly, more than half of the voting rights.
The criteria adopted for full consolidation are as follows:
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The business in which the Group operates is characterized by a marked concentration of deliveries and cash flow from customers in the last months of the year. This aspect of collections affects both inter-annual cash flows and the variability of the Group's debt situation in different periods of the year, characterized by substantial improvements in the last few months of the calendar year.
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Revenues recorded in the nine months ended September 30, 2025 amount to Euro 63,096,697, strongly increasing compared to the comparative nine months period ended September 30, 2024 (Euro 45,352,850), especially due to revenues generated by subsidiaries RCS and DARS, as well as progress on certain foreign contracts awarded to the parent company CY4Gate.
The other revenues recorded in the nine months ended September 30, 2025 amount to Euro 1,973,610 and mainly refer to contributions related to certain ongoing projects partially financed by the European Commission.
Purchases, services and personnel expenses have increased compared to the comparative period, mainly due to the processing of new orders as well as the impact of lower capitalization for the period. It should also be noted that the increase in personnel costs is mainly attributable to the turnover of more highly qualified personnel, as well as lower capitalization for the period.
It is further specified that the item also includes costs for the use of third-party assets relating to lease contracts that fall outside the scope of IFRS 16, as they are of low value, short-term, or characterized by variable payments.
Amortization of intangible assets mainly refers to the amortization capitalized development costs, software licenses and software arising from the completion of the purchase price allocation of the business combinations in RCS, Diateam and XTN.
Depreciation of property, plant and equipment mainly refers to electronic office machines and equipment used in the ordinary activities of the Group.
The item also includes the amortization of rights of use deriving from the application of the IFRS 16 accounting principle.
Part of "Intangible assets and goodwill" line item, it amounts to Euro 49,190,205 as of September 30, 2025, unchanged compared to December 31, 2024.
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On March 6, 2025, the Company's Board of Directors resolved to include XTN Cognitive Security S.r.l. in CY4Gate S.p.A.'s National Tax Consolidation System for the 2025-2027 three-year period.
In January 2025, the Company disbursed Euro 575 thousand of the non-interest-bearing loan to the subsidiary Prontocyber Plus S.r.l., reaching the total amount agreed between the parties of Euro 975 thousand, of which Euro 400 thousand was disbursed in 2024.
On April 15, 2025, the quotaholders' meeting of the Joint venture resolved to change its company name from Prontocyber Plus S.r.l. to Helmon S.r.l.
On July 2, 2025, the dividend was disbursed by the subsidiary XTN, as resolved at the shareholders' meeting of XTN on April 28, 2025, for an amount of Euro 1,684,970, of which Euro 1,310,959 was paid to the Parent Company and the remaining part to third parties.
On July 30, 2025, following the exercise of the "Put & Call" option agreements exercisable in the 2024-2026 three-year period and signed at the time of the purchase of the first 55.33% of Diateam S.a.S., CY4Gate S.p.A. signed the closing for the purchase of a further 14.66% of the French investee at a price of Euro 1.6 million, thus coming to hold 85.32% of its share capital.
No significant events have occurred since the date of this Interim Management Report.
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It is specified that transactions with related parties, including intra-group transactions, are neither atypical nor unusual; these are part of normal business management of the Group. These operations are regulated at market conditions, and considering the characteristics of the goods and services provided, these occurred in compliance with the internal procedure which contains the rules aimed at ensuring transparency and correctness, pursuant to Consob Regulation no. 17221/2010.
| EXCEPTION FROM THE OBLIGATION TO PUBLISH INFORMATIVE DOCUMENTS |
|---|
| In exception from the obligation to publish informative documents in accordance with the provisions of Article 70, paragraph 8, and Article 71, paragraph 1bis, of Consob Regulation No 11971/1999 ("Issuers' Regulation"), the Company has waived its obligation under Article 70, paragraph 6, and Article 71, paragraph 1, concerning the publication of an informative document drawn up in accordance with Annex 3B of the Issuers' Regulation, in the event of significant mergers, carve out, capital increase through the contribution of assets in kind, significant acquisitions and disposals |
| On behalf of the Board of Directors |
| Enrico Peruzzi |
| Emanuele Galtieri |
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Statement pursuant to article 154-bis, paragraph 2 of Legislative decree no. 58 of February 24, 1998, "Italian Consolidated Law on Financial Intermediation", as amended
The undersigned Emanuele Galtieri and Arianna Ciccolella, respectively Chief Executive Officer and Manager in charge of the preparation of the corporate accounting documents of CY4Gate S.p.A. certify, also taking into account the provisions of art. 154-bis, paragraph 3 and 4, of the legislative decree of February 24, 1998, no. 58:
No significant issues arose from the application of the administrative and accounting procedures for the preparation of the Consolidated Interim Management Report as of and for the nine months ended September 30, 2025.
It is also certified that the Consolidated Interim Management Report as of and for the nine months ended September 30, 2025:
| Chief Executive Officer | Manager in charge of the preparation of the corporate accounting documents |
|---|---|
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