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Eurotech

Quarterly Report May 12, 2022

4469_rns_2022-05-12_3e7cbf57-72b3-4ea6-b03e-c5aa3c74a4d4.pdf

Quarterly Report

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This document has been translated into English for the convenience of readers outside Italy. The original Italian document should be considered the authoritative version.

Date of issue: 12 May 2022 This report is available online in the Investors section of www.eurotech.com

EUROTECH S.p.A. Registered offices: Via Fratelli Solari 3/A, Amaro (Udine), Italy Share capital: €8,878,946 fully paid in Tax code and Udine Company Register no. 01791330309

Corporate Bodies 4
Performance highlights 5
Revenues by business line 6
Summary of the results 7
Information for shareholders 8
The Eurotech Group 9
Summary of performance in the first quarter of 2022 and business outlook 10
Introduction 10
Reporting policies 10
Operating performance in the period 11
Financial statements and explanatory notes13
Consolidated income statement 13
Consolidated statement of comprehensive income 14
Consolidated statement of financial position 15
Consolidated statement of changes in shareholders' equity 16
Net financial position 17
Net working capital 17
Cash flows 18
A – Group business 19
B – Scope of consolidation 19
C – Revenues 20
D – Costs of raw & auxiliary materials and consumables used 22
E – Service costs 22
F – Payroll costs 22
G – Other provisions and costs 23
H – Other revenues 23
I – Depreciation, amortisation and impairment 23
J – Financial income and expenses 23
K – Income taxes 24
L – Non-current assets 25
M – Net working capital 26
N – Net financial position 26
O – Changes in shareholders' equity 27
P – Significant events in the quarter 27
Q – Events after 31 March 2022 28
R – Risks and uncertainties 28
S – Other information 28
Declaration of the Financial Reporting Manager 31

Corporate Bodies

Board of Directors
Chairperson Patrizio Mapelli
Deputy Chairperson Aldo Fumagalli 1
Director Paul Chawla
Director Marco Costaguta 1
Director Susanna Curti 1 5
Director Maria Grazia Filippini 1 2
3
4 5
Director Antongiulio Marti 1 3
Director Chiara Mio 1 2 3 4
Director Laura Rovizzi 1 2 4 5

The Board of Directors currently in office was appointed by shareholders at the Annual General Meeting of 28 April 2020 and was supplemented at the Annual General Meeting of 11 June 2021; it will remain in office until approval of the 2022 financial statements.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Board of Statutory Auditors
Chairperson Fabio Monti
Statutory Auditor Pietro Biagio Monterisi
Statutory Auditor Daniela Savi
Substitute Auditor Daniele Englaro
Substitute Auditor Luigina Zocco

The Board of Statutory Auditors currently in office was appointed by shareholders at the Annual General Meeting of 28 April 2020 and was supplemented at the Annual General Meeting of 28 April 2022; it will remain in office until approval of the 2022 financial statements.

Independent Auditor
---------------------

PricewaterhouseCoopers

The independent auditor was appointed for the period 2014-2022 by shareholders at the Annual General Meeting of 24 April 2014.

Corporate name and registered offices of the Parent Company
Eurotech S.p.A.
Via Fratelli Solari, 3/A
33020 Amaro (UD)
Iscrizione al registro delle
Imprese di Udine 01791330309

1 Non-executive Directors.

2 Independent Directors pursuant to the Corporate Governance Code issued by the Italian Corporate Governance Committee for Listed Companies.

3 Member of the Control and Risks Committee

4 Member of the Committee for Transactions with Related Parties

5 Member of the Remuneration and Appointments Committee

Performance highlights

Financial data

(€'000) Q1 2022 % Q1 2021 % % change
OPERATING RESULTS
SALES REVENUES 17,429 100.0% 12,880 100.0% 35.3%
GROSS PROFIT MARGIN (*) 7,131 40.9% 6,438 50.0% 10.8%
EBITDA ADJ (****) (997) -5.7% (707) -5.5% 41.0%
Non recurring costs 0 0.0% (1,066) -8.3% 100.0%
EBITDA (**) (997) -5.7% (1,773) -13.8% -43.8%
EBIT (***) (2,175) -12.5% (2,840) -22.0% -23.4%
PROFIT (LOSS) BEFORE TAXES (2,416) -13.9% (2,889) -22.4% -16.4%
GROUP NET PROFIT (LOSS) FOR THE
PERIOD
(2,381) -13.7% (2,933) -22.8% -18.8%
  • (*) Gross profit margin is the difference between revenues from sales of goods and services and use of raw materials.
  • (**) EBITDA, an intermediate figure, is earnings before amortisation, depreciation and impairment of non-current assets, financial income and expenses, the valuations of affiliates at equity and of income taxes for the period. This is a measure used by the Group to monitor and assess operating performance. Since the composition of EBITDA is not regulated by the reference accounting standards, the calculation criterion applied by the Group may not be consistent with that used by other companies and would therefore not be comparable.
  • (***) EBIT, or earnings before financial income and expenses, the valuations of affiliates at equity and of income taxes for the period.
  • (****)ADJ. EBITDA is an intermediate figure, determined gross of non-recurring costs and revenues, before amortisation, depreciation and impairment of fixed assets, financial income and expenses, valuations of affiliates at equity and income taxes for the period. This is a measure used by the Group to monitor and assess its operating performance, net of any non-recurring costs or revenues that therefore do not occur frequently in the ordinary course of business. Since the composition of EBITDA is not regulated by the reference accounting standards, the calculation criterion applied by the Group may not be consistent with that used by other companies and would therefore not be comparable.

Statement of financial position data

€'000 at March 31,
2022
at December
31, 2021
at March 31,
2021
BALANCE SHEET AND FINANCIAL
HIGHLIGHTS
NET NON-CURRENT ASSETS 99,165 101,000 101,937
NET WORKING CAPITAL 13,870 10,444 11,313
NET INVESTED CAPITAL* 105,786 103,861 106,131
SHAREHOLDERS' EQUITY 106,945 110,436 116,429
NET FINANCIAL POSITION (1,159) (6,210) (10,298)

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

(*) Non-current, non-financial assets, plus net working capital, minus non-current, non-financial liabilities.

Number of employees

at March 31, at December at March 31,
2022 31, 2021 2021
EMPLOYEES 319 324 324

Revenues by business line

The Group's only business line is the "NanoPC" line, which comprises a) miniaturised electronic modules and systems for the industrial automation, transport and off-road, medical, networks and energy, telecommunications sectors; b) Edge gateway, Edge-computer, Edge AI and software platforms for the Internet of Things.

Summary of the results

Information for shareholders

The ordinary shares of Eurotech S.p.A., the Parent Company of the Eurotech Group since 30 November 2005, have been listed in the Euronext Star Milan segment of the Euronext Milan market organised and managed by Borsa Italiana S.p.A.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Share capital of Eurotech S.p.A. as at 31 March 2022

Share capital €8,878,946.00 Number of ordinary shares (without nominal unit value) 35,515,784 Number of savings shares - Number of Eurotech S.p.A. ordinary treasury shares 89,920 Stock market capitalisation (based on the share's average price in March 2022) €119 million Stock market capitalisation (based on the share's average price as at 31 March 2022)€121 million

Performance of Eurotech S.p.A. shares

Relative performance EUROTECH S.p.A. 01.01.2022 – 31.03.2022

The Eurotech Group

Eurotech is a global company with a strong international focus, which generates sales on three continents. It is a Group that has operating offices in Europe, North America and Japan, led and coordinated by its headquarters in Italy.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Eurotech has a long tradition of almost 30 years in the design and implementation of embedded computers for special applications, where the ability of computers to withstand hostile environments and the need for continuous and uninterrupted operations are determinant variables. This is a market niche characterised by high value and low volumes that over the years has allowed the company to maintain a gross profit above the sector average.

Over 10 years ago, with a visionary intuition, Eurotech understood that the technological paradigm was changing and it pioneered an evolutionary path towards Edge Computing and Industrial IoT, with significant investments in software integrated with hardware, focusing on the open-source approach. Today, the result of that vision and those investments is a technological positioning among the leaders in the reference market, confirmed both by the awards received and by the mentions in the reports of sector analysts, including Gartner's prestigious Magic Quadrant for Industrial IoT Platforms, where in 2021 we are present for the third year in a row.

The factors that characterise Eurotech in the Industrial IoT sector are the following:

  • Eurotech technology resolves the conflict between Operational Technology (OT) and Information Technology (IT) at the Edge, thanks to integrated solutions that combine hardware and software; this conflict is unanimously recognised as the number one obstacle to the execution of IoT projects by companies;
  • leveraging its DNA and knowledge of the protocols on the OT side, Eurotech has implemented a Plug & Play connectivity to field assets, which speeds up implementation times and reduces costs;
  • thanks to relations with the big players in the IT sector such as Microsoft, Amazon and IBM, Eurotech is able to provide certified connectivity to all major cloud platforms, reducing integration time and risks to almost zero in a typical IoT project where these platforms are used;
  • Eurotech's connection and integration technology was conceived and implemented by adopting the best Cybersecurity solutions and is certified according to the most recent international standards.

Today, the Group's offering is modular, featuring different levels of hardware and software integration and it is structured as follows:

  • embedded PCs in the form of boards and subsystems, which represent Eurotech's historical offering and are purely hardware products with only the integrated operating system;
  • Edge gateways, i.e. devices that enable communication between assets operating in the field and data platforms in the cloud, both public and private;
  • Edge servers, i.e. computing units similar to the units that make up the data centres but rugged because they are located in the field, close to the assets and dedicated to local processing of the data they generate;
  • Edge AI, i.e. high-performance computing systems equipped with GPU accelerators to process AI algorithms directly in the field, eliminating unnecessary and costly data transfers to centralised servers;
  • software for the integration of Operational Technology and Information Technology: the "Everyware Software Framework" (ESF) edge framework on the OT side and the "Everyware Cloud" (EC) integration platform on the IT side;

The sectors in which the Group has historically developed most of its turnover are industry and transport, followed by the medical sector. More recently, the new offer of integrated hardware and software for industrial IoT applications has also made it possible to enter new sectors, such as energy. From a strategic point of view, the Group's current choice is to focus on five vertical markets combining larger size and higher growth rates in the next five years: industrial automation, transport & offroad, medical, renewable energies & networks for energy-gas-water, 5G telecommunications.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Summary of performance in the first quarter of 2022 and business outlook

Introduction

The interim management statement of the Eurotech Group as at 31 March 2022, which has not been independently audited, and the financial statements for comparative periods were drawn up according to the IASs/IFRSs issued by the International Accounting Board and endorsed by the European Union.

The Group's results as at 31 March 2022 and comparable periods were prepared according to the IASs/IFRSs in force on the date of preparation and the statements drawn up according to Annex 3D of the Italian Issuers' Regulation no. 11971 of 14 May 1999, as amended and supplemented.

Reporting policies

The consolidated financial statements were drafted on the basis of financial statements as at 31 March 2022 prepared by the consolidated companies and adjusted, where necessary, to align them with the Group's IFRS-compliant accounting and classification policies.

The assessment and accounting policies and consolidation methods used to prepare the Consolidated Quarterly Report are consistent with those used in the Group Consolidated Annual Financial Report as at 31 December 2021, to which express reference is made, except for the adoption of new standards, amendments and interpretations in force as of 1 January 2022.

The calculation of taxes was carried out on the basis of the best possible estimate that can currently be carried out, also taking into consideration the tax benefit of tax-losses carried forward based on the expected results for the end of the year. According to the criterion used for translation into Euro of accounts expressed in different currencies, statement of financial position items are translated at the exchange rate in effect on the final day of the accounting period, and income statement items are translated at the average exchange rate for the period. Differences arising from translation of the statement of financial position and income statements are posted to a Shareholders' Equity reserve.

Unless otherwise specified, the financial statements, tables and explanatory notes are expressed in thousands of Euro.

In accordance with CONSOB requirements, Income Statement figures are shown for the quarter under review and are compared with data for the same period in the previous financial year (FY). Restated Balance Sheet figures, which refer to the closing date of the quarter, are compared with the figures at the closing date of the previous FY. The format of the financial statements is the same as that used in the Half-Yearly Report and in the Annual Financial Statements.

The preparation of the financial statements and the related explanatory notes required the use of estimates and assumptions, with particular reference to provisions for impairment and risk reserves. Estimates are revised periodically, and any adjustment, following changes in the circumstances on which the estimate was based or in light of new information, is booked in the income statement. The use of estimates is an essential part of preparing the accounting statements and is not prejudicial to their overall reliability.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

This document presents some alternative performance indicators to allow for better evaluation of the Group's economic and financial performance. These are as follows:

  • Gross profit, or the difference between revenues from sale of products and services and consumption of raw materials;
  • EBITDA, or earnings before amortisation, depreciation and impairment of fixed assets, the valuation of affiliates at equity, financial income and expenses and income taxes for the period;
  • ADJ. EBITDA is an intermediate figure, determined gross of non-recurring costs and revenues, before amortisation, depreciation and impairment of fixed assets, financial income and expenses, valuations of affiliates at equity and income taxes for the period. This is a measure used by the Group to monitor and assess its operating performance, net of any non-recurring costs or revenues that therefore do not occur frequently in the ordinary course of business. Since the composition of EBITDA is not regulated by the reference accounting standards, the calculation criterion applied by the Group may not be consistent with that used by other companies and would therefore not be comparable.
  • EBIT, or earnings before the valuation of affiliates at equity, financial income and expenses and income taxes for the period.

Operating performance in the period

Revenues grew by 35% in the quarter, in line with the visibility of the backlog for the year 2022, which stands at €83 million. Despite the outbreak of the conflict in Ukraine, during the first quarter of 2022, we have not experienced any slowdowns in the emergence of new opportunities for IoT projects and in the orders intake from our customer base.

On the other hand, we have experienced further difficulties in sourcing electronic components. Undelivered scheduled orders due to unavailability of electronic components amounted to approximately €3.5 million. Only a small part of these delays will be recoverable in the next quarter, while a recovery by the end of the financial year is plausible.

The core business was a driving force, but the IoT projects activated in previous years also maintained a growth trend in line with the 2021 performance.

The impacts of the component shortage prevented a sufficient level of gross profit margin to have a break-even quarter at EBITDA level.

We knew that the corrective measures put in place as from September 2021 would not produce tangible effects until April. The indicators that management is monitoring suggest that the coming quarters will show an upward trend on the gross profit margin.

Consolidated revenues in the first three months of 2022 amounted to €17.43 million, compared to €12.88 million in the first three months of 2021, an increase of 35.3% (+32.3% at constant exchange rates).

The gross profit margin of the period under review, as a percentage of turnover, was 40.9%, compared with 46.7% for the twelve months of 2021 and 50% for the first quarter of 2021. The reduction in gross margin is the combined effect of two elements: higher costs incurred to purchase certain lowavailability components in order to be able to deliver products to customers, and a different mix of products sold. Higher procurement costs (PPV) were not always passed on in full to customers during the quarter. On the other hand, as regards the product mix, the Japanese area in particular recorded a significant temporary deviation from the historical trend, also due to the indirect effects of the shortage on the mix of products actually delivered against an order backlog that would have been more balanced.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

In the three months under review, operating costs before adjustments and net of non-recurring costs (recognised only in 2021) amounted to €8.85 million, compared to €7.94 million in the first three months of 2021. The increase in operating costs is in line with the plan to strengthen the go-to-market, particularly in the US, and the Research & Development, and contains one-off items for recruiting costs of approximately €0.4 million. By virtue of the fabless model adopted, operating costs are substantially fixed and the trends in turnover and gross profit margin are the fundamental variable for the activation of operating leverage, which could not produce visible effects in the quarter just ended.

EBITDA amounted to €-0.99 million (-5.7% of revenues), compared to €-1.77 million in 2021 (-13.8% of revenues). Net of non-recurring costs, adjusted EBITDA for the first three months of 2021 amounted to €-0.71 million.

EBIT, i.e. the operating result for the year, was €-2.17 million (-12.5% of revenues), compared to €- 2.84 million in 2021 (22.8% of revenues).

In terms of the Group's net result, the first quarter reported €-2.38 million (-13.7% of revenues), against €-2.93 million in the same period of 2021 (-22.8% of revenues).

The Group's financial position as at 31 March 2022 shows a positive net cash financial position of €1.2 million, compared with €6.2 million as at 31 December 2021. The reduction in the net financial position was also due to the €3.5 million increase in net working capital, which amounted to €13.9 million as at 31 March 2022, compared to €10.4 million as at 31 December 2021. The growth in working capital is mainly linked to the dynamics of purchases of components to maximise production of the existing order book. The ratio of net working capital to turnover for the last 12 rolling months stood at 20.5%, in line with management's objectives.

Financial statements and explanatory notes

The trend in operating performance can be seen in the restated consolidated income statement and is shown below, in both absolute amounts and percentage terms:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Consolidated income statement

Notes Q1 2022 (b) of which
related
% Q1 2021 (a) of which
non
of which
related
% amount change (b-a)
%
(€ '000) parties recurrent parties
Sales revenue C 17,429 2 100.0% 12,880 1 100.0% 4,549 35.3%
Cost of material D (10,298) -59.1% (6,442) -50.0% 3,856 59.9%
Gross profit 7,131 40.9% 6,438 50.0% 693 10.8%
Services costs E (3,341) (219) -19.2% (3,634) (1,066) (186) -28.2% (293) -8.1%
Lease & hire costs (95) -0.5% (113) -0.9% (18) -15.9%
Payroll costs F (5,172) -29.7% (4,978) -38.6% 194 3.9%
Other provisions and costs G (239) -1.4% (285) -2.2% (46) -16.1%
Other revenues H 719 4.1% 799 6.2% (80) -10.0%
EBITDA (997) -5.7% (1,773) (1,066) -13.8% 776 43.8%
Depreciation & Amortization I (1,178) -6.8% (1,067) -8.3% 111 10.4%
EBIT (2,175) -12.5% (2,840) (1,066) -22.0% 665 23.4%
Finance expense J (579) -3.3% (585) -4.5% (6) -1.0%
Finance income J 338 - 1.9% 536 1 4.2% (198) -36.9%
Profit before tax (2,416) -13.9% (2,889) (1,066) -22.4% 473 16.4%
Income tax K 35 0.2% (44) -0.3% (79) 179.5%
Net profit (loss) of continuing operations
before minority interest (2,381) -13.7% (2,933) (1,066) -22.8% 552 18.8%
Minority interest O - 0.0% - 0.0% - n/a
Group net profit (loss) for period O (2,381) -13.7% (2,933) (1,066) -22.8% 552 18.8%
Base earnings per share (0.067) (0.083)
Diluted earnings per share (0.067) (0.083)

Consolidated statement of comprehensive income

Q1 2022 Q1 2021
(€ '000)
Net profit (loss) before minority interest (A) ( 2,381) ( 10,408)
Other elements of the statement of
comprehensive income
Other comprehensive income to be
reclassified to profit or loss insubsequent
periods:
Net profit/(loss) from Cash Flow Hedge 74 75
Tax effect - -
74 75
Foreign balance sheets conversion difference ( 1,986) ( 1,173)
Exchange differences on equity investments
in foreign companies
Tax effect 714
-
2,877
-
714 2,877
After taxes net other comprehensive
income to be reclassified to profit or loss in
subsequent periods (B)
( 1,198) 1,779
After taxes net other comprehensive
income not being reclassified to profit or
loss in subsequent periods (C)
- -
Comprehensive net result (A+B+C) ( 3,579) ( 8,629)
Comprehensive minority interest - -
Comprehensive Group net profit (loss) for
period
( 3,579) ( 8,629)

Consolidated statement of financial position

(€'000) Notes at March 31,
2022
of which
related
parties
at December 31,
2021
of which
related
parties
ASSETS
Intangible assets L a 86,595 88,043
Property, Plant and equipment L b 4,770 5,229
Investments in other companies 544 542
Deferred tax assets 6,508 6,504
Medium/long term borrowing allowed to
affiliates companies and other Group
companies
64 64 62 62
Other non-current assets 684 620
Total non-current assets L 99,165 101,000
Inventories 20,420 17,646
Trade receivables 12,179 3 11,280 1
Income tax receivables 870 801
Other current assets 2,869 2,130
Other current financial assets 123 2 123 2
Derivative instruments 70 4
Cash & cash equivalents 24,343 31,704
Total current assets 60,874 63,688
Non-current assets classified as held for
sale
- 365
Total assets 160,039 165,053
LIABILITIES AND EQUITY
Share capital
8,879 8,879
Share premium reserve 136,400 136,400
Other reserves ( 38,334) ( 34,843)
Group shareholders' equity O 106,945 110,436
Equity attributable to minority interest O - -
Total shareholders' equity O 106,945 110,436
Medium-/long-term borrowing 15,542 17,535
Employee benefit obligations 2,821 2,844
Deferred tax liabilities 3,102 3,200
Other non-current liabilities 1,262 1,477
Total non-current liabilities 22,727 25,056
Trade payables 15,149 355 13,005 487
Short-term borrowing 7,897 8,137
Derivative instruments 2 11
Income tax liabilities 334 215
Other current liabilities 6,985 8,193
Total current liabilities 30,367 29,561
Total liabilities 53,094 54,617
Total liabilities and equity 160,039 165,053

Consolidated statement of changes in shareholders' equity

(€'000) Share
capital
Legal
reserve
Share
premium
reserve
Conversion
reserve
Other
reserves
Cash flow
hedge
reserve
Actuarial
gains/(losses) on
defined benefit
plans reserve
Exchange
rate
differences
reserve
Treasury
shares
Profit (loss)
for period
Group
shareholders
' equity
Equity
attributable
to Minority
interest
Total
shareholders
' equity
Balance as at December 31, 2021 8,879 1,776 136,400 10,284 ( 39,731) ( 6) ( 621) 4,074 ( 211) ( 10,408) 110,436 - 110,436
2021 Result allocation - - - - ( 10,408) - - - - 10,408 - - -
Profit (loss) as at March 31, 2022 - - - - - - - - - ( 2,381) ( 2,381) - ( 2,381)
Comprehensive other profit (loss):
- Hedge transactions - - - - 74 - - - - 74 - 74
- Actuarial gains/(losses) on defined benefit
plans for employees
- - - - - - - - - - - - -
- Foreign balance sheets conversion difference - - - ( 1,986) - - - - ( 1,986) - ( 1,986)
- Exchange differences on equity investments
in foreign companies
- - - - - - - 714 - - 714 - 714
Total Comprehensive result - - - ( 1,986) - 74 - 714 - ( 2,381) ( 3,579) - ( 3,579)
- Performance Share Plan - - - - 88 - - - - - 88 - 88
Balance as at March 31, 2022 8,879 1,776 136,400 8,298 ( 50,051) 68 ( 621) 4,788 ( 211) ( 2,381) 106,945 - 106,945
(€'000) Notes Share
capital
Legal
reserve
Share
premium
reserve
Conversion
reserve
Other
reserves
Cash flow
hedge
reserve
Actuarial
gains/(losses) on
defined benefit
plans reserve
Exchange
rate
differences
reserve
Treasury
shares
Profit (loss)
for period
Group
shareholders
' equity
Equity
attributable
to Minority
interest
Total
shareholders
' equity
Balance as at December 31, 2020 8,879 1,776 136,400 11,457 ( 39,574) ( 81) ( 640) 1,197 ( 682) 132 118,864 - 118,864
2020 Result allocation - - - - 132 - - - - ( 132) - - -
Profit (loss) as at March 31, 2021 - - - - - - - - - ( 2,933) ( 2,933) - ( 2,933)
Comprehensive other profit (loss):
- Hedge transactions - - - - 18 - - - - 18 - 18
- Actuarial gains/(losses) on defined benefit
plans for employees
- - - - - - - - - - - - -
- Foreign balance sheets conversion difference - - - ( 1,147) - - - - ( 1,147) - ( 1,147)
- Exchange differences on equity investments
in foreign companies
- - - - - - - 1,598 - - 1,598 - 1,598
Total Comprehensive result - - - ( 1,147) - 18 - 1,598 - ( 2,933) ( 2,464) - ( 2,464)
- Performance Share Plan - - - - 29 - - - - - 29 - 29
Balance as at March 31, 2021 O 8,879 1,776 136,400 10,310 ( 39,413) ( 63) ( 640) 2,795 ( 682) ( 2,933) 116,429 - 116,429

Net financial position

The table below shows the composition of the Group's net financial position as at 31 March 2022, compared to the similar position as at 31 March 2021 and 31 December 2021, calculated as defined by CONSOB notice no. 5/21 of 29 April 2021, which refers to the Guidelines of the European Securities and Markets Authority (ESMA), issued on 15 July 2020 and effective from 5 May 2021.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

at March 31, at December at March 31,
(€'000) 2022 31, 2021 2021
Cash A ( 24,343) ( 31,704) ( 40,725)
Cash equivalents B - - -
Other current financial assets C ( 123) ( 123) ( 125)
Cash equivalent D=A+B+C ( 24,466) ( 31,827) ( 40,850)
Current financial debt E 90 99 63
Current portion of non-current financial debt F 7,739 8,045 8,759
Short-term financial position G=E+F 7,829 8,144 8,822
Short-term net financial position H=G+D ( 16,637) ( 23,683) ( 32,028)
Non current financial debt I 15,542 17,535 21,790
Debt instrument J - - -
Trade payables and other non-current payables K - - -
Medium-/long-term net financial position L=I+J+K 15,542 17,535 21,790
(NET FINANCIAL POSITION) NET DEBT
ESMA
M=H+L ( 1,095) ( 6,148) ( 10,238)
Medium/long term borrowing allowed to
affiliates companies and other Group
companies N ( 64) ( 62) ( 60)
(NET FINANCIAL POSITION) NET DEBT O=M+N ( 1,159) ( 6,210) ( 10,298)

The consolidated net financial position as at 31 March 2022 amounted to a net cash of €1.16 million, compared to a net financial position with net cash of €6.21 million as at 31 December 2021. With reference to liquidity, which amounted to €24.34 million, in the period in question €4.9 million was used for operating cash, €0.46 million was used for investments and €2.07 million for repayment of loans.

Net working capital

The Group's net working capital as at 31 March 2022, compared with the situation as at 31 March 2021 and 31 December 2021, is as follows:

at March 31, at December at March 31,
2022 31, 2021 2021 Changes
(€'000) (b) (a) (b-a)
Inventories 20,420 17,646 17,635 2,774
Trade receivables 12,179 11,280 9,071 899
Income tax receivables 870 801 907 69
Other current assets 2,869 2,130 1,951 739
Current assets 36,338 31,857 29,564 4,481
Trade payables (15,149) (13,005) (10,411) (2,144)
Income tax liabilities (334) (215) (332) (119)
Other current liabilities (6,985) (8,193) (7,508) 1,208
Current liabilities (22,468) (21,413) (18,251) (1,055)
Net working capital 13,870 10,444 11,313 3,426

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Cash flows

(€'000) at March 31,
2022
at December
31, 2021
at March 31,
2021
Cash flow generated (used) in operations A ( 4,913) 3,279 2,610
Cash flow generated (used) in investment activities B ( 460) ( 5,274) ( 1,135)
Cash flow generated (absorbed) by financial assets C ( 2,068) ( 8,059) ( 2,208)
Net foreign exchange difference D 80 536 236
Increases (decreases) in cash & cash equivalents E=A+B+C+D ( 7,361) ( 9,518) ( 497)
Opening amount in cash & cash equivalents 31,704 41,222 41,222
Cash & cash equivalents at end of period 24,343 31,704 40,725

A – Group business

Eurotech is a Group that has historically been active in the research, development and marketing of miniaturised computers for special applications, characterised by adverse operating conditions and/or a demand for high reliability. Over the last ten years Eurotech evolved its offering towards solutions with integrated hardware and software for the Internet of Things, consisting of intelligent devices (Edge gateways, Edge servers, Edge AI) and a software platform for connectivity and integration with the cloud, both public and private.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The Group's activities are represented in a single sector (called "NanoPC") which consists of: a) embedded computing modules and systems for industrial, transport, medical, energy and telecomunications sectors; b) Edge computers featuring low power consumption and high performances, to be used both in Internet of Things (IoT) solutions and to create applications where Artificial Intelligence (AI) algorithms are used; c) software frameworks and platforms for IoT applications.

Activity in this line is carried out by Eurotech S.p.A. and I.P.S. Sistemi Programmabili S.r.l., which mainly operate in Italy, and Eurotech Inc. (USA), which mainly operate in the US, Eurotech Ltd (United Kingdom), which mainly operates in the UK, Eurotech France S.A.S. (France), which mainly operates in France, and Advanet Inc. (Japan), which mainly operates in Japan. Our products are marketed under the trademarks Eurotech, Dynatem, IPS and Advanet.

B – Scope of consolidation

The companies included in the scope of consolidation on a line-by-line basis as at 31 March 2022 are as follows:

Company name Business activity Share capital Group
share
Parent company
Eurotech S.p.A. Via Fratelli Solari 3/A – Amaro (UD,
Italy)
Euro 8,878,946
Subsidiaries and companies consolidated on a line-by-line basis
Aurora S.r.l. Via Fratelli Solari 3/A – Amaro (UD, Euro
10,000
100.00%
Italy)
EthLab S.r.l. Via Dante, 300 – Pergine Valsugana Euro
115,000
100.00%
(TN)
Eurotech Inc. Columbia – MD (USA) USD26,500,000 100.00%
Eurotech Ltd. Cambridge (UK) GBP
33,333
100.00%
E-Tech USA Inc. Columbia – MD (USA) USD
8,000,000
100.00%
Eurotech France S.A.S. Vénissieux (France) Euro
795,522
100.00%
I.P.S. Sistemi Programmabili Via Piave, 54 – Caronno Varesino Euro
51,480
100.00%
S.r.l. (VA)
Advanet Inc. Okayama (Japan) JPY 72,440,000 90.00% (1)

(1) Officially, the Group owns 90% of the company, but as Advanet holds 10% of the share capital in the form of treasury shares, it is fully consolidated.

Affiliates consolidated on equity basis
Rotowi
Technologies
S.p.A.
in
Via del Follatolo, 12 – Trieste, Italy
21,31%
liquidation
(formerly
U.T.R.I.
S.p.A.)

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Other smaller companies valued at fair value

Kairos Autonomi Inc. Sandy – UT (USA) 19,00%
Interlogica S.r.l. Mestre (VE) 10,00%

No changes took place with regard to subsidiaries and affiliates in the period as at 31 March 2022 compared with 31 December 2021.

The exchange rates used to translate the financial statements of foreign companies into the Eurotech Group's reference currency (euro) are presented in the following table and correspond to those issued by the Italian Foreign Exchange Bureau:

Currency Average 3M
2022
As of March
31, 2022
Average
2021
As of
December
31, 2021
Average 3M
2021
As of March
31, 2021
British pound sterling 0.83641 0.84595 0.85960 0.84028 0.87393 0.85209
Japanese Yen 130.46359 135.17000 129.87671 130.38000 127.80571 129.91000
USA Dollar 1.12168 1.11010 1.18274 1.13260 1.20485 1.17250

C – Revenues

Revenues earned by the Group in the first quarter of 2022 amounted to €17.43 million (€12.88 million in the first three months of 2021), an increase of €4.55 million (35.3%) compared to the same period of last year. At constant exchange rates, the increase would be 32.3%. The increase is the result of both the orders collected last year and part of the rescheduling of deliveries carried out at the end of 2021.

For operating purposes, the Group is organised in a single business line, also known as business segment, called "NanoPC".

Based on the criteria for monitoring activities currently used, a disclosure on a geographical basis is provided, in terms of the location of the Group's various companies.

The Group's geographical areas are defined according to the localisation of Group assets and operations. The areas identified within the Group are: Europe, North America and Asia.

Revenues by business region

As specifically regards the breakdown of revenues of the business units by geographical area, the same can be further detailed as follows:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

(€' 000) North America Europe Asia Correction, reversal and
elimination
Total
Q1 2022 Q1 2021 % YoY
Change
Q1 2022 Q1 2021 % YoY
Change
Q1 2022 Q1 2021 % YoY
Change
Q1 2022 Q1 2021 % YoY
Change
Q1 2022 Q1 2021 % YoY
Change
Third party Sales 6,889 5,093 3,410 3,279 7,130 4,508 0 0 17,429 12,880
Infra-sector Sales 334 96 1,228 1,130 9 13 ( 1,571) ( 1,239) 0 0
Total Sales revenues 7,223 5,189 39.2% 4,638 4,409 5.2% 7,139 4,521 57.9% ( 1,571) ( 1,239) -26.8% 17,429 12,880 35.3%

All geographical areas have reported an increase in the quarters under review.

The North American business area's revenues totalled €7.22 million in the first 3 months of 2022 versus €5.19 million in the first 3 months of 2021, reporting an increase of 39.2%.

In the European business area, turnover increased slightly by 5.2% from €4.41 million in the first quarter of 2021 to €4.64 million in the first quarter of 2022. The area continues to focus on opportunities in the transport sector, products related to High Performance Edge Computing (HPEC) technologies and energy transformation, which are expected to accelerate as a result of the funds made available at European level.

Finally, the Asian business area increased by 57.9% from €4.52 million to €7.13 million, due to fluctuations in orders from its main local customers over the various quarters of the year.

Revenues by customer geographical area

The following table shows the geographical breakdown of revenues based on customer location:

(€' 000)
BREAKDOWN BY GEOGRAPHIC AREA
Q1 2022 % Q1 2021 % % change
European Union 2,623 15.0% 2,316 18.0% 13.3%
United States 6,493 37.3% 4,617 35.8% 40.6%
Japan 7,086 40.7% 4,552 35.3% 55.7%
Other 1,227 7.0% 1,395 10.8% -12.0%
TOTAL SALES AND SERVICE REVENUES 17,429 100.0% 12,880 100.0% 35.3%

With reference to the figures by geographical area of the customer shown in the table, revenues from the Japanese area increased by 55.7% compared to the first quarter of 2021, and for this quarter it is the top area on the total turnover with a 40.7%.

The United States grew by 40.6% and the region's share of total turnover in the first three months of 2022 was 37.3%.

With regard to the Europe area, again with reference to the location of customers, the level of turnover increased by 13.3%, a lower performance than in the other areas, and therefore the incidence on total turnover stood at 15.0%.

The other geographical areas made up the remaining 7.0% of total turnover, with a decrease in terms of absolute values and percentage points compared to the first three months of 2021.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

D – Costs of raw & auxiliary materials and consumables used

Costs of raw & ancillary material and consumables used, which are closely related to turnover, show a more than proportional growth in the periods being considered compared to revenues, increasing from €6.44 million in the first three months of 2021 to €10.30 million in the first three months of 2022. In the period under review there was thus a variation of €3.86 million (59.9%). The higher component costs (PPV) when recharged to customers, while limiting losses, have an effect on the percentage margin, which is lower than in previous quarters when this was not the case. Even net of the above effect, the mix of products sold, especially in Japan, was different in the quarters under comparison.

As a percentage of revenues, consumption of raw & auxiliary materials and consumables stood at 40.9% in the first three months of 2022 compared to 50.0% in the first three months of 2021.

E – Service costs

Service costs decreased by €0.29 million in the quarters under comparison. Non-recurring costs of €1.07 million were recognised in the first quarter of 2021. Net of these non-recurring costs, costs for services increased by €0.77 million or 21.3%, from €2.57 million to €3.34 million and the ratio to revenues went from 19.9% in the first three months of 2021 to 19.2% in the first three months of 2022.

The increase in costs for services net of non-recurring costs is partly related to higher production costs and partly to ancillary costs linked to the implementation of the new corporate strategy (consultancy and personnel recruitment costs linked to the various recruitments made mainly abroad). These higher costs that do not have a constant run rate will be diluted over the course of the year.

In addition, the Group continued to invest particularly on the business line of the IoT platforms for applications in the industry and in services in addition to developments linked to the Edge Computer product line and those correlated to traditional embedded products line. The purpose of these investments is to support the research and development area to maintain a product portfolio in line with the technological innovations proposed by the producers of raw materials and components.

The non-recurring costs of €1.07 million recognised in 2021 were related to the economic agreement resulting from the termination of the relationship between Eurotech Spa and the previous CEO.

F – Payroll costs

Payroll costs rose from €4.98 million (38.6% of revenues) to €5.17 million (29.7% of revenues) in the reporting period. The increase of €0.2 million is due to both the different exchange rate applied to the translation of foreign quarterly reports (€0.1 million) and the higher incidence of costs related to the various share performance plans. Wages and Salaries in fact included €88 thousand relating to the pro-rata temporis portion of the cost of the Share Performance Plan in place (in the first quarter of 2021, the amount recorded under costs was €29 thousand).

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

At the end of March 2022, the number of employees decreased by 7 compared to both the end of 2021 and March 2021 due to a time effect between the time of exits (mainly at the end of the month) versus the time of planned new hires.

The table below shows the number of Group employees:

G – Other provisions and costs

As at 31 March 2022, this item included a provision for doubtful accounts of €5 thousand (€5 thousand in the first three months of 2021), and refers to provisions made to address any non-collectable receivables from customers.

The ratio of the item other provisions and costs to revenues decreased both in absolute value (€46 thousand) and as a result of the 1.4% decrease in revenues (first three months of 2021: 2.2%).

H – Other revenues

Other revenues show a decrease from €799 thousand in the first three months of 2021 to €719 thousand in the first three months of 2022.

Other revenues include the capitalisations of development costs for new solutions featuring highly integrated standard modules and systems for €675 thousand (€784 thousand in the first quarter of 2021) and miscellaneous income for €44 thousand (€15 thousand in the first three months of 2021).

I – Depreciation, amortisation and impairment

Depreciation, amortisation and impairment increased by €111 thousand, from €1,067 thousand in the first quarter of 2021 to €1,178 thousand in the first quarter of 2022. This item includes depreciation and amortisation of €303 thousand due to the application of IFRS 16 (€314 thousand in 2021).

J – Financial income and expenses

Financial expenses remained stable in the two periods under comparison at approximately €0.58 million. Lower interest and expenses on derivative products were recorded against an increase in exchange losses.

Financial income, again due to exchange rates, decreased by €0.20 thousand from €0.54 million in the first three months of 2021 to €0.34 million in the first three months of 2022.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The absolute value and percentage on revenues of the main components of the financial income and expenses item were as follows:

  • foreign exchange losses: €0.48 million as at 31 March 2022 (2.8% as a percentage of revenues) compared to €0.45 million as at 31 March 2021 (3.5% as a percentage of revenues);
  • foreign exchange gains: €0.34 million as at 31 March 2022 (1.9% as a percentage of revenues), compared with €0.54 million as at 31 March 2021 (4.2% as a percentage of revenues);
  • miscellaneous interest expenses: €78 thousand as at 31 March 2022 (0.4% as a percentage of revenues) compared to €95 thousand as at 31 March 2021 (0.7% as a percentage of revenues).
€'000 Q1 2022 Q1 2021 change
%
Exchange-rate losses 482 453 6.4%
Interest expenses 63 82 -23.2%
Interest expenses on lease liabilities 9 13 -30.8%
Expenses on derivatives 7 14 -50.0%
Other finance expenses 18 23 -21.7%
Financial charges 579 585 -1.0%
Exchange-rate gains 338 536 -36.9%
Interest income - 2 n/a
Other finance income - ( 2) n/a
Financial incomes 338 536 -36.9%
Net financial income ( 241) ( 49) 391.8%
% impact on sales -0.3% -0.1%

K – Income taxes

Income taxes as at 31 March 2022 were globally negative for €35 thousand (of which €11 thousand for current taxes and €46 thousand for net deferred tax assets), compared to the negative impact of €44 thousand as at 31 March 2021 (of which €63 thousand for current taxes and €19 thousand for net deferred tax assets), recording a positive change of €79 thousand.

L – Non-current assets

The net decrease in non-current assets compared to 31 December 2021 amounted to €2.08 million and was mainly due to changes in the exchange rates of tangible and intangible fixed assets, which generated a negative effect of €1.49 million.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

Net investments in property, plant and equipment and intangible assets amounted to €0.77 million and were partly offset by amortisation and depreciation of €1.18 million.

a – Intangible assets

The table below shows the breakdown and main changes in intangible assets during the period:

ASSETS
UNDER
(€ '000) SOFTWARE CONSTRUCTI TOTAL
DEVELOPMEN TRADEMARK ON & INTANGIBLE
T COSTS GOODWILL S PATENTS ADVANCES ASSETS
OPENING BALANCE (A) 4,471 69,721 9,512 4,339 88,043
Changes as at March 31, 2022
- Purchases 83 - 24 616 723
- Amortisation and impairment in period (-) ( 582) - ( 149) - ( 731)
- Other changes 2,457 ( 1,113) ( 315) ( 2,469) ( 1,440)
Total changes (B) 1,958 ( 1,113) ( 440) ( 1,853) ( 1,448)
CLOSING BALANCE (A+B) 6,429 68,608 9,072 2,486 86,595

The carrying value of goodwill and trademarks with an indefinite useful life allocated to each of the cash-generating units is as follows:

(€ '000) at March 31, 2022 at December 31, 2021
Cash generating units Goodwill Trademark with
an indefinite
useful life
Goodwill Trademark with
an indefinite
useful life
Advanet Inc. 41,257 8,122 42,773 8,122
Eurotech Inc. (ex Applied Data Systems e ex Arcom Inc.) 22,098 - 21,661 -
Eurotech Ltd. (ex Arcom Ltd.) 5,163 - 5,197 -
Eurotech France S.a.s. - - - -
Other 90 - 90 -
TOTAL 68,608 8,122 69,721 8,122

b – Property, plant and equipment

The table below shows their breakdown and main changes in property, plant and equipment assets during the period:

(€ '000) LAND AND
BUILDINGS
PLANT AND
MACHINERY
INDUSTRIAL
&
COMMERCIA
L
EQUIPMENT
OTHER
ASSETS
ASSETS
UNDER
CONSTRUCTI
ON &
ADVANCES
RIGHT OF
USE ASSETS
TOTAL
PROPERTY,
PLANT &
EQUIPMENT
OPENING BALANCE (A) 1,697 450 328 571 - 2,183 5,229
Changes as at March 31, 2022
- Purchases - - 5 37 7 - 49
- Disposals - - - ( 13) - - ( 13)
- Amortisation and impairment in period (-) ( 16) ( 18) ( 46) ( 59) - ( 308) ( 447)
- Other changes ( 1) ( 11) ( 6) ( 7) - ( 23) ( 48)
Total changes (B) ( 17) ( 29) ( 47) ( 42) 7 ( 331) ( 459)
CLOSING BALANCE (A+B) 1,680 421 281 529 7 1,852 4,770

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

M – Net working capital

Net working capital increased by €3.43 million, from €10.77 million as at 31 December 2021 to €13.87 million as at 31 March 2022; this performance is due to the different trend of the collection and payment flows, as is usually the case over the various quarters.

The increase in current assets of €4.48 million is mainly due to the increase in inventories of €2.77 million as well as the increase in trade receivables of €0.90 million and other current assets of €0.74 million.

The increase in current liabilities, which does not offset the increase in current assets, amounted to €1.15 million, with an increase in trade payables of €2.19 million and a reduction in other current liabilities for a total of €1.16 million.

N – Net financial position

The consolidated net financial position as at 31 March 2022 amounted to a net cash of €1.16 million, compared to a net financial position with net cash of €6.21 million as at 31 December 2021. The figures shown include financial liabilities for rights of use, in application of the IFRS 16 accounting standard, amounting to €1.93 million, which added to the net financial position, result in a pre-IFRS 16 net cash position of €3.09 million.

With reference to liquidity, which amounted to €24.34 million, in the period under review, as shown in the cash flow statement, operating cash was used in the amount of €4.9 million, while €0.46 million was used for investments and €2.07 million for the repayment of loans.

The trend in cash flows from operations is the result of the use of cash to support current operations and is due to the expected trends there will be an improvement in the coming quarters.

See also financial cash flows, as indicated on page 18.

Medium/long-term financial liabilities include principal on bank loans and finance leases falling due beyond 12 months.

Short-term financial liabilities mainly consist of current account overdrafts, the current portion of mortgage loans, and payables to other lenders falling due by 31 March 2023.

O – Changes in shareholders' equity

The share capital as at 31 March 2022 was made up of 35,515,784 ordinary shares, wholly subscribed and paid in, with no nominal value.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

The balance of the Issuer's legal reserve as at 31 March 2022 amounted to €1.78 million.

The share premium reserve, which relates entirely to the Parent Company, is shown at a total amount of €136.4 million.

The positive translation reserve of €8.29 million was generated by inclusion in the interim management statement of the statements of financial position and the income statements of US subsidiaries Eurotech Inc. and E-Tech USA Inc., UK subsidiary Eurotech Ltd. and Japanese subsidiary Advanet Inc.

The "other reserves" item was negative for €50.05 million and consisted of the Parent Company's extraordinary reserve, formed by losses carried forward, allocations of retained earnings from prior years and other miscellaneous reserves. The change in the year is attributable to the allocation of the 2021 results and to the booking of Eurotech's Share Performance Plan for the period described in a specific section of the 2021 Consolidated Financial Statements.

The cash flow hedge reserve, which includes cash flow hedge transactions pursuant to IAS 39, was positive for €68 thousand and increased by €74 thousand gross of the tax effect, which was not recognised due to absence of the relative prerequisites.

The foreign exchange reserve in which – based on IAS 21 – foreign exchange differences relating to intragroup foreign-currency loans that constitute part of a net investment in a foreign shareholding are recognised, was positive by €4.79 thousand and increased by €0.71 million gross of the related tax effect, not yet recorded due to the absence of the prerequisites.

Treasury shares held by the parent company Eurotech S.p.A. at the end of the period totalled 89,920, the same number as at 31 December 2021.

P – Significant events in the quarter

The major events of the quarter were announced in the press releases listed below (the complete text can be consulted at the Group's website www.eurotech.com on the page www.eurotech.com/it/news): 04/02/2022 Eurotech was recognised for third consecutive time as "Technology Leader" in Industrial

IoT by Quadrant Knowledge Solutions

15/03/2022 Frost & Sullivan awards Eurotech for its ability to offer Internet of Things solutions that improve productivity and easily integrate with third-party applications

Other than those discussed in previous paragraphs, no other particularly significant event occurred in the quarter.

Q – Events after 31 March 2022

For events following 31 March, the reader may refer to the press releases listed below (the complete text can be consulted at the Group website www.eurotech.com on page http:// www.eurotech.com/it/news):

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

20/04/2022 Eurotech presents its new brand identity: "Unleashing the Power of the Edge"

R – Risks and uncertainties

Please refer to the paragraphs "Main risks and uncertainties to which the Group is exposed" and "Financial risk management: objectives and criteria" in the 2021 Consolidated Financial Statements, in which the risks to which the Eurotech Group is exposed are explained.

S – Other information

We also specify that:

  • group intercompany transactions take place at market prices and are eliminated during the consolidation process;
  • group companies related-party transactions form part of the normal course of business and are settled under arm's length conditions;
  • pursuant to CONSOB communication no. 15519/2006, it should be noted that the consolidated quarterly report as at 31 March 2021 highlights non-recurring economic items, i.e. income items generated by events whose occurrence is non-recurring or by transactions or events that do not occur frequently in the ordinary course of business; there are no non-recurring items as at 31 March 2022;
  • pursuant to CONSOB communication no. DEM/6064296 of 28 July 2006, there were no atypical and/or unusual transactions carried out in the first quarter of 2022;
  • as at 31 September 2022 the company held 89,920 treasury shares for a total value of €211 thousand. The changes were as follows:
No. of
shares
Face value of a
share
(Thousand of Euro)
% share
capital
Carrying value
(Thousand of Euro)
Average
unit value
Status as at 1 January 2022 89,920 22 0.25% 211 2.35
Purchases - - 0.00% -
Sales - - 0.00% -
Assignment-Performance share Plan - - 0.00% -
Status as at 31 March 2022 89,920 22 0.25% 211 2.35
  • pursuant to CONSOB Communication no. DEM/11070007 of 5 August 2011, relating to disclosure in financial reports of the exposure of listed companies to sovereign debt, note that the Group does not hold sovereign debt securities;

_________________________________________________________________________________________________________________________________________________________________________________________________________________________

  • as regards the requirements of Article 150, paragraph 1, of Italian Legislative Decree no. 58 of 24 February 1998, no members of the Board of Directors have executed transactions with Group companies in situations of potential conflict of interest;
  • pursuant to Article 3 of CONSOB Resolution no. 18079 of 20 January 2012, Eurotech adopted the simplification procedure set out in Articles 70, paragraph 8, and 71, paragraph 1-bis, of the Regulation adopted by CONSOB with Resolution no. 11971 of 14 May 1999 as amended and supplemented. Therefore, it opts to derogate from the requirement to publish the information documents set out in Attachment 3B of this CONSOB Regulation for significant transactions such as mergers, spin-offs, capital increases via contributions in kind, acquisitions and sales.

Amaro, 12 May 2022

On behalf of the Board of Directors

Signed by Mr. Paul Chawla Chief Executive Officer

Declaration of the Financial Reporting Manager

Amaro, 12 May 2022

DECLARATION

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

PURSUANT TO ART. 154-BIS, PARAGRAPH 2 – PART IV, TITLE III, CHAPTER II, SECTION V-BIS OF ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998: "CONSOLIDATED ACT ON MEASURES RELATING TO FINANCIAL INTERMEDIATION PURSUANT TO ARTICLES 8 AND 21 OF ITALIAN LAW NO. 52 OF 6 FEBRUARY 1996"

I, Sandro Barazza,

Financial Reporting Manager of Eurotech S.p.A., with reference to the Consolidated Interim Management Statement as at 31 March 2022 approved by the company's Board of Directors on 12 May 2022,

STATE

in compliance with the matters set forth under Article 154-bis, part IV, title III, chapter II, section V-bis of Italian Legislative Decree no. 58 of 24 February 1998, to the best of my knowledge, the Consolidated Interim Management Statement as at 31 March 2022 corresponds to the accounting entries.

The Financial Reporting Manager Signed by Sandro Barazza

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