AI Terminal
Tesmec
Quarterly Report • May 14, 2025
4055_ir_2025-05-14_8998e021-a365-4e8f-8bfb-a047f429fd35.pdf
Quarterly Report
Open in ViewerOpens in native device viewer
Investor Relator Fjorela Puce Tel: +39.035.4232911 - Fax: +39.035.3844606 email: [email protected]
Tesmec S.p.A.
Registered Office: Piazza Sant'Ambrogio, 16 – 20123 Milan Fully paid-up share capital as at 31 March 2025, Euro 15,702,162 Milan Register of Companies no. 314026 Tax and VAT code: 10227100152
Website: www.tesmec.com Switchboard: +39.035.4232911
TABLE OF CONTENTS
| COMPOSITION OF THE CORPORATE BODIES 7 |
|---|
| GROUP STRUCTURE 9 |
| INTERIM CONSOLIDATED REPORT ON OPERATIONS 11 |
| 1 The Tesmec Group 12 |
| 2 Reference context 12 |
| 4 Activities, reference market and operating performance for the first three months of 2025 17 |
| 5 Summary of income statement and balance sheet situation as at 31 March 2025 18 |
| 6 Management and types of financial risk 23 |
| 7 Atypical and/or unusual and non-recurring transactions with related parties 24 |
| 8 Group employees 24 |
| 9 Other information 24 |
| CONSOLIDATED FINANCIAL STATEMENTS27 |
| Consolidated statement of financial position as at |
| 31 March 2025 and as at 31 December 2024 28 |
| Consolidated income statement for the quarter ended 31 March 2025 and 2024 30 |
| Consolidated statement of comprehensive income for the quarter ended |
| 31 March 2025 and 2024 31 |
| Statement of consolidated cash flows for the quarters ended 31 March 2025 and 2024 32 |
| Statement of changes in consolidated shareholders' equity for the quarters |
| ended 31 March 2025 and 2024 33 |
| Explanatory notes 34 |
| Certification pursuant to Article 154-bis of Italian Legislative Decree no. 58/98 39 |
COMPOSITION OF THE CORPORATE BODIES
Board of Directors
(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027)
Vice Chairman Gianluca Bolelli
Chairman Ambrogio Caccia Dominioni Chief Executive Officer Caterina Caccia Dominioni Chief Executive Officer Carlo Caccia Dominioni Simone Andrea Crolla (*) Emanuela Teresa Basso Petrino (*) Anna Casiraghi (*) Nicola Gavazzi (*) Francesca Marino Antongiulio Marti
(*) Independent Directors
Board of Statutory Auditors
(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027)
Chairman Simone Cavalli Statutory auditors Attilio Massimo Franco Marcozzi Alice Galimberti Alternate auditors Alessandra Butini Adelio Bollini
Members of the Control and Risk, Sustainability and Related Parties Transactions Committee (in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027)
Chairperson Emanuela Teresa Basso Petrino Members Francesca Marino Antongiulio Marti
Members of the Remuneration and Appointments Committee (in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027)
Chairman Nicola Gavazzi Members Emanuela Teresa Basso Petrino Gianluca Bolelli Director in charge of the internal Caterina Caccia Dominioni control and risk management system Manager responsible for preparing the Company's Ruggero Gambini financial statements Independent Auditors Deloitte & Touche S.p.A.
GROUP STRUCTURE
- (1) The remaining 49% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the shareholding in Tesmec SA is consolidated on a 100% basis.
- (2) The remaining 49% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the shareholding in Tesmec Australia (Pty) Ltd. is consolidated on a 100% basis.
- (3) The remaining 51% is held by Fusion Middle East Services WLL. By virtue of de facto control for accounting purposes, the equity investment in Tesmec Peninsula WLL is consolidated at 99%.
- (4) As required by international accounting standards (IFRS 5), the assets and liabilities of Groupe Marais SAS are classified as held for sale. For more details, please refer to paragraph 3.1 Assets and liabilities held for sale.
INTERIM CONSOLIDATED REPORT ON OPERATIONS
(Not audited by the Independent Auditors)
1 The Tesmec Group
The Parent Company Tesmec S.p.A. (hereinafter "Parent Company" or "Tesmec") is a legal entity organised in accordance with the legal system of the Italian Republic. The ordinary shares of Tesmec are listed on the MTA (screen-based share market) STAR Segment of the Milan Stock Exchange. The registered office of the Tesmec Group (hereinafter "Group" or "Tesmec Group") is in Milan, Piazza S. Ambrogio 16.
The Tesmec Group is a leader in the design, production and marketing of special products and integrated solutions for the construction, maintenance and streamlining of infrastructures relating to the transmission of electrical power, data and material transport.
Founded in Italy in 1951 and managed by the Chairman Ambrogio Caccia Dominioni, the Group, as from its listing on the Stock Exchange on 1 July 2010, has pursued the stated objective of diversification of the types of products in order to offer a complete range of integrated solutions grouped into three main areas of business: Energy, Trencher and Rail. The structure has more than 900 employees and has production plants located in Grassobbio (Bergamo), Sirone (Lecco) and Monopoli (Bari) in Italy, Alvarado (Texas) in the USA and Durtal in France. Furthermore, after the reorganisation of the Automation segment, Tesmec Automation has 3 additional operating units available in Fidenza, Padua and Patrica (Frosinone). The Group has a global commercial structure, with a direct presence on different continents, through foreign companies and sales offices in the USA, South Africa, Russia, Qatar, China, France, Australia, New Zealand, Côte d'Ivoire and Saudi Arabia.
Through the different types of product, the Group is able to offer:
1.1 Energy segment
- Machines and integrated systems for overhead and underground powerlines stringing works and fibre optic cables.
- Integrated solutions for the streamlining, management and monitoring of medium and high voltage power lines (smart grid solutions).
1.2 Trencher segment
- High-efficiency crawler trenching machines for excavation with a set section for the construction of infrastructures for the transport of data, raw materials and gaseous and liquid products in the various segments: energy, farming, chemical and public utilities.
- Crawler trenching machines for works on surface mines and earth moving works (Rock Hawg).
- Rental of said trenching machines.
- Specialised consultancy and excavation services on customer request.
- The Trencher segment also includes the excavation services for power networks and fibre optic cables.
1.3 Rail segment
- Works vehicles and integrated solutions for the installation, renewal and maintenance of the railway catenary wire system.
- Vehicles and systems for rail infrastructure diagnostics.
The know-how achieved in the development of specific technologies and innovative solutions and the presence of a team of highly-skilled engineers and technicians allow the Tesmec Group to directly manage the entire production chain: from the design, production and marketing or rental of machinery to the supply of know-how relating to the use of systems and optimisation of work, to all pre- and post-sales services related to machinery and the increase in site efficiency.
2 Reference context
2.1 Tesmec Group in the first quarter of 2025
A. Introduction
During the first quarter of 2025, the Tesmec Group continued to implement its international development strategy, seizing growth opportunities in its reference markets while also pursuing management actions aimed at improving efficiency.
The figures for the first quarter of 2025 have been prepared in accordance with IFRS 5, which has entailed the line-byline deconsolidation — both in the Income Statement and the Balance Sheet — of the results of the Rental business of Groupe Marais. This business, starting from the end of 2024, has been the subject of a capital increase by OT Engineering, a recognised player in the French market, which during the current financial year will come to hold a 50% stake in Groupe Marais. These results have therefore been reclassified under specific headings related to Assets held for sale. In line with IFRS 5 requirements, and to allow for more effective comparison, the Income Statement figures for the first quarter of 2024 have been appropriately reclassified to ensure comparability with those for the first quarter of 2025.
It should be noted that, as part of its international growth strategy, Tesmec seeks strategic opportunities aimed at attracting industrial partners to individual markets or Group companies through dedicated capital increases in those specific entities. The transaction related to the French market represents the first of such initiatives. These transactions are aimed at: (i) developing local businesses by leveraging synergies brought by the partner; (ii) strengthening the capital structure through the aforementioned capital increases in the individual entities, in order to fund further growth initiatives; and (iii) the potential recognition of capital gains, due to the difference between the fair value of the individual entities and their book value as recorded in the consolidated assets of the Tesmec Group.
For ease of comparison, the final figures for the first quarter of 2025 are summarised below and compared with both the actual and IFRS 5-reclassified figures for the same period of the previous year. It is also noted that the reclassification of comparative figures under IFRS 5 only affects the Income Statement figures, as required by the relevant accounting standard.
| (In millions of Euro) | First Quarter 2025 IFRS 5 |
First Quarter 2024 Actual |
First Quarter 2024 Restated IFRS 5 |
|---|---|---|---|
| Revenues | 61.4 | 59.3 | 55.8 |
| EBITDA | 9.5 | 9.0 | 9.1 |
| EBITDA margin | 15.5% | 15.2% | 16.4% |
| Net result from continuing operations | 0.1 | n/a | 0.1 |
| Net result from discontinued operations | (1.5) | n/a | (1.2) |
| Net result | (1.4) | (1.1) | (1.1) |
| Net Financial Indebtedness | 152.6 | 167.1 | N/A |
The following comments relate to the comparison of the Income Statement figures for the first quarter of 2025 with the corresponding figures for the first quarter of 2024, reclassified in accordance with IFRS 5, unless otherwise specified.
From an overall perspective, in the first quarter of 2025, the Tesmec Group:
- achieved revenue growth of approximately 10% compared to the first quarter of 2024, with industrial margins increasing in absolute terms compared to 2024, although slightly lower in percentage terms as of 31 March 2024. This was due to a different mix for the period and destocking activities, with a normalisation expected in the remainder of the year;
- continued to implement management actions aimed at containing operating costs, which led to a further reduction in these costs compared to 2024. More importantly, their incidence as a percentage of revenue also decreased, thus contributing to continued efficiency gains through the use of operating leverage.
As a result of the above, EBITDA for the first quarter of 2025 increased by around 4% compared to 2024, with improved profitability relative to revenue.
B. Results of the first quarter of 2025
Consolidated Revenues for the first quarter of 2025 amounted to Euro 61.4 million, up 10% compared to Euro 55.8 million in the first quarter of 2024 restated, with EBITDA which reached Euro 9.5 million, up Euro 0.4 million compared to EBITDA for the same period in 2024 (+3.9%).
More precisely:
▪ as regards the Energy sector, Revenues for the first quarter of 2025 amounted to Euro 20.0 million, up 13.7% compared to Euro 17.6 million in the first quarter of 2024, thanks to a significant acceleration in volumes in the Stringing segment and a less marked increase in the Energy Automation segment. Specifically, the Stringing segment recorded Revenues of Euro 12.7 million, a considerable increase
compared to Euro 10.6 million in the first quarter of 2024, while the Energy Automation segment recorded Revenues of Euro 7.3 million, also up compared to Euro 7.0 million in the same period of the previous year.
EBITDA for the Energy sector in the first quarter of 2025 reached Euro 3.2 million (with an EBITDA margin of 15.8%), up from Euro 2.9 million in the first quarter of 2024 (when the EBITDA margin was 16.4%). These results were influenced by:
- for the Energy Automation segment, a product mix that does not yet reflect the impact of new orders, the contribution of which is expected to increase progressively over the coming quarters;
- for the Stringing segment, growth in the performance of the Condux joint venture, alongside a reduction in operating costs.
As at 31 March 2025, the order backlog for the Energy business stood at approximately Euro 177 million (compared to around Euro 163 million as at 31 December 2024), of which approximately Euro 31 million related to the Stringing segment (up from Euro 26 million at the end of 2024) and Euro 146 million to the Energy Automation segment (up from approximately Euro 121 million in December 2024);
▪ as regards the Trencher segment, Revenues in the first quarter of 2025 amounted to Euro 31.8 million, up by 3.3% compared to Euro 30.7 million in the first quarter of 2024 restated. This moderate revenue growth was primarily due to higher volumes in the United States (showing a strong recovery compared to 2024), Africa and Australia, which more than offset lower volumes in Middle Eastern markets — though the latter region is expected to recover over the course of the year.
EBITDA for the Trencher division in the first quarter of 2025 reached Euro 5.5 million, an increase of approximately 13% compared to the same period in 2024, with the EBITDA margin also rising from 15.7% to 17.2%. This improvement was driven by ongoing efforts to reduce operating costs, which more than offset a slightly less favourable product mix (also influenced by destocking activities).
As at 31 March 2025, the order backlog for the Trencher sector stood at approximately Euro 68 million, in line with the level recorded in 2023;
▪ as for the Rail segment, Revenues for the first quarter of 2025 amounted to Euro 9.6 million, up from Euro 7.5 million in the first quarter of 2024, thanks to progress on contracts awarded in the past, albeit with delays due to the late definition of certain technical aspects by the contracting authority. As at 31 March 2025, the sector's EBITDA amounted to Euro 0.9 million, with an EBITDA margin of 9.1%, down from Euro 1.4 million in the first quarter of 2024 (when the EBITDA margin stood at 19.0%). This decrease was mainly due to a product mix for the period that did not align with that of the first quarter of 2024. A recovery is expected over the course of the year.
The order backlog for the Rail division as at 31 March 2025 — which, it should be noted, is multi-year in nature — stood at approximately Euro 114 million, compared to around Euro 122 million as at 31 December 2024. This decrease appears to be temporary and linked to tenders currently in progress. As a result, the Group expects to realise its full potential in the coming quarters through the acquisition of new work orders.
Excluding approximately Euro 0.9 million in lower depreciation and amortisation, the Operating Result (EBIT) for the first quarter of 2025 was Euro 4.3 million, an improvement of 9.4% compared to Euro 4.0 million in the restated 2024 figures.
From a financial perspective, in the first quarter of 2025, the Tesmec Group recorded a level of net interest expense broadly in line with that of the restated 2024 figures (Euro -4.1 million versus Euro -4.0 million). However, there was a negative impact from exchange rate differences — largely unrealised — amounting to Euro -0.9 million, compared to a positive contribution of Euro 0.2 million as at 31 March 2024. This was due to the recent strengthening of the Euro, mainly against the US Dollar.
As a result of the above, the Tesmec Group closed the first quarter of 2025 with a pre-tax loss of Euro -0.7 million, compared to a pre-tax profit of Euro 0.2 million in the restated first quarter of 2024. It should be noted that this level of pre-tax result was significantly affected by exchange rate differences, for a combined negative impact of approximately Euro 2 million.
Finally, the Income Statement for the first quarter of 2025 closed with:
- a Net Result from continuing operations showing a marginal profit (Euro 0.1 million), substantially in line with that of 2024 restated;
- a negative Net Result from discontinued operations of approximately Euro -1.5 million,
which, together, resulted in a negative Net Result for the period of Euro 1.4 million.
Based on the comments provided on the performance of the individual divisions, it should be noted that the Tesmec Group's total backlog at 31 March 2025 stood at approximately Euro 359 million, compared to approximately Euro 351 million at 31 December 2024, with a significant increase in the Energy Business Unit (which acquired important contracts both in Italy and abroad, confirming the growth cycle initiated in this segment) and Trencher segments, and a reduction in the Rail segment, which is expected to recover later in the year.
Furthermore, at geographical level, Tesmec is confirmed as a group strongly oriented towards international markets, with approximately 82% of Consolidated Revenues for the period generated outside Italy, with a growing contribution of sales in North America and Africa.
With reference to the financial results as at 31 March 2025, the following changes were noted:
- compared to 31 March 2024:
- a sharp reduction in invested capital, from Euro 245.7 million in 2024 to Euro 225.9 million as at 31 March 2025, benefiting from the deconsolidation of the rental business unit of Groupe Marais;
- a significant decrease in the Net Financial Position, from Euro 167.1 million in 2024 to Euro 152.6 million as at 31 March 2025, thus confirming the strong discontinuity already observed as at 31 December 2024 compared to the previous quarters;
- compared to 31 December 2024:
- an increase in invested capital of Euro 1.3 million to Euro 225.9 million, compared to Euro 224.6 million as at 31 December 2025, due to the usual infra-annual increase in working capital;
- a Net Financial Position of Euro 152.6 million, an increase of approximately Euro 5.6 million compared to that as at 31 December 2024.
With reference to Tesmec's financial structure as at 31 March 2025, it should be noted that:
-
- the Net financial position consists of:
- Euro 103.0 million (approximately 67% of total NFP) of operating debt against consolidated Working Capital;
- Euro 30.5 million (approximately 20% of total NFP) of the recognition of a loan relating to IFRS 16, largely against leasing contracts for part of the Group's trenching machines and the value of rents;
- the residual Euro 19.1 million (approximately 13% of total NFP) of Industrial Debt for the portion of the fixed assets not directly covered by Equity;
-
- the duration of the Net Financial Position, which includes medium/long-term payables of Euro 70.7 million and IFRS 16 items of Euro 30.5 million, appears more than consistent with the duration of the portion of medium/long-term Assets not covered by Shareholders' Equity, amounting to a total of Euro 49.6 million.
-
- As at 31 March 2025, the Group had liquidity of Euro 26.1 million, which, together with expected cash flows for the year and the negotiation and obtaining of medium/long-term credit lines, net of those due to expire, is estimated to guarantee financial continuity for the next 12 months and the implementation of ongoing development programmes.
C. Outlook for 2025
With reference to 2025, despite the uncertainty caused by the current international geopolitical and macroeconomic context, the Company expects growth to be driven by opportunities in sectors led by the energy transition, with significant prospects related to the backlog of the Energy Automation segment, the growing demand for Stringing solutions, the internalisation strategy of the Rail segment and the positive outlook for cable laying and surface mining technologies for the Trencher segment. Thanks to its international presence and current production structure with plants in both Italy and the USA, the Company also believes that it will be able to respond with the necessary flexibility to the challenges posed by the current external scenario, which is characterised by considerable uncertainty. Management remains committed to prioritising profitability and cash generation over volume, while continuing to pursue strategic initiatives to strengthen the industrial base and increase the efficiency of invested capital.
3 Significant events during the period
The significant events that occurred during the period are reported below:
▪ in accordance with the binding contractual agreements entered into in 2024 through the signing of a Binding Termsheet with OT Engineering, a French company belonging to the Comergy Group and headquartered in Meylan (Grenoble), on 7 January 2025, as part of the reorganisation of the French subsidiary Groupe Marais SAS, the latter transferred its business unit related to the production and sale of trenchers to its subsidiary
Tesmec France SAS. This business unit also includes all the equity interests held by Groupe Marais SAS in its African subsidiaries as at 31 December 2024. On the same date, Philippe Todesco (previously Chairman of the Board of OT Engineering) became Chairman of the Board of Directors of Groupe Marais SAS.
Subsequently, on 7 March 2025, Groupe Marais SAS sold its entire shareholding in Tesmec France SAS to Marais Technologies SAS for a price of Euro 3,747 thousand.
On 27 March 2025, OT Engineering filed a plan for the transfer of its "Greenpose" business unit — operating in the trencher rental sector — into Groupe Marais SAS, thereby establishing a specialised hub focused on this specific business area. The transfer will take effect on 12 May 2025. As a result, the French company Groupe Marais SAS will remain focused on its core rental business, having already transferred its trencher production and sales operations to Tesmec France SAS as previously mentioned. Further activities are underway to increase OT Engineering's stake in Groupe Marais SAS to 50%. It is noted that advance payments totalling Euro 700 thousand have already been made in view of a future capital increase.
- On 7 February 2025, the subsidiary Tesmec Automation S.r.l. was awarded one lot of the tender called Enedis, a company belonging to the EDF (Electricitè de France) group that manages the French electricity distribution network, for the supply of new generation equipment for the remote control and automation of the electricity network, for an amount of more than Euro 40 million and a duration of 8 years (of which 3 are optional). After an initial project development phase, in which Tesmec will meet Enedis' technical qualification requirements, a massive and continuous deployment is planned throughout France over the duration of the contract. This award will be managed in coordination with Tesmec France SAS, thereby initiating the aforementioned integration activities.
- On 5 March 2025, in order to strengthen its subsidiary Tesmec Automation S.r.l. in light of significant industrial developments linked to the awarded tenders, the parent company Tesmec S.p.A. waived a Euro 3 million interest-bearing loan in favour of a capital contribution, thereby increasing shareholders' equity by the same amount.
3.1 Assets and liabilities held for sale
As described in the previous paragraph, in December 2024, the Parent Company Tesmec S.p.A. started to develop a series of strategic initiatives in France to further strengthen the Group's competitive position and to increase the synergies between the different divisions for the further development of the local market.
Indeed, the French subsidiary Groupe Marais SAS, which focuses on the core rental business, signed an agreement with OT Engineering (a French company of the Comergy group) to acquire 50% of its share capital.
In particular, Tesmec reorganised its French subsidiary, Groupe Marais SAS, to focus its activities on the rental of its fleet of machines as part of its mechanised cable-laying services, while the production and sale of Trenchers was transferred to a new company, Tesmec France SAS, wholly owned by Tesmec, which will also develop the Rail and Automation business in France.
As required by International Financial Reporting Standards (IFRS 5), since the assets in question are classified as held for sale as at 31 March 2025 - in view of the binding nature of the termsheet signed in December 2024, which provides for the finalisation of the transaction by 2025 - the Group reclassified the economic and financial items in the Income Statement, Statement of Financial Position and Cash Flow Statement.
With regard to the Income Statement, in particular, the revenues and costs pertaining to the activities in question were reclassified as "Net loss for the year of assets held for sale".
With regard to the Balance Sheet, the relevant assets and liabilities were reclassified as "assets held for sale" and "liabilities held for sale".
Similar reclassifications were made to the items of both the Income Statement for the quarter 2024 and the Balance Sheet for 31 December 2024.
4 Activities, reference market and operating performance for the first three months of 2025
The consolidated financial statements of Tesmec have been prepared in accordance with the International Financial Reporting Standards (hereinafter the "IFRS" or the "International Accounting Standards"), endorsed by the European Commission, in effect as at 31 December 2024. The following table shows the Group's major economic and financial indicators for the first three months of 2025 and the financial indicators as at 31 March 2025 compared with the same period of 2024 and as at 31 December 2024.
| OVERVIEW OF RESULTS | ||||||
|---|---|---|---|---|---|---|
| 31 March 2024 Key income statement data (Euro in millions) restated |
||||||
| 55.8 | Operating Revenues | 61.4 | ||||
| 9.1 | EBITDA | 9.5 | ||||
| 4.0 | Operating Income | 4.3 | ||||
| 0.2 | Net foreign exchange gains/losses | (0.9) | ||||
| (1.1) | Group Net Result | (1.5) | ||||
| 957 | Number of employees | 901 | ||||
| 31 December 2024 |
Key financial position data (Euro in millions) | 31 March 2025 | ||||
| 224.6 | Net Invested Capital | 225.9 | ||||
| 77.6 | Shareholders' Equity | 73.3 | ||||
| 147.0 | Group net financial indebtedness | 152.6 | ||||
| 21.0 | Net investments in property, plant and equipment, intangible assets and rights of use | (3.7) |
The information on the operations of the main subsidiary and associated companies in the reference period is shown. In order to provide a clearer picture of the production volume of the individual associated companies, the following turnover values are reported at the aggregate level, also including intercompany transactions.
Main subsidiaries:
- Tesmec USA Inc., a company that is 100% owned by Tesmec S.p.A., is based in Alvarado (Texas) and operates in the Trencher segment and in the stringing equipment/rail division. During the quarter of 2025, it generated revenues of Euro 15,442 thousand (Euro 10,751 thousand in the quarter of 2024). The presence in the United States is completed through the subsidiary 4 Service USA, Inc., also based in Alvarado (Texas) and operating in the trencher rental business. During the 2025 quarter, the two companies generated revenues of Euro 13,444 thousand (Euro 10,751 thousand in the 2024 quarter).
- Tesmec Rail S.r.l., a 100% subsidiary of Tesmec S.p.A., with registered office in Monopoli (BA), operates in the Rail sector. During the quarter of 2024, it generated revenues of Euro 9,621 thousand (Euro 7,491 thousand in the quarter of 2024).
- Groupe Marais SAS, with registered office in Durtal (France), indirectly controlled by Tesmec S.p.A., through the holding company Marais Technologies SAS, a company 100% owned by Tesmec S.p.A. The French company is a leader in the construction of machines for infrastructures and in services for telecommunications, electricity and gas. During the quarter of 2025, it generated revenues of Euro 3,056 thousand (Euro 4,526 thousand in the quarter of 2024). It should be noted that this company was subject to a spin-off of its trencher production activities to Tesmec France and a joint venture with OT Engineering is being created.
- Tesmec Automation S.r.l., a company 100% owned by Tesmec S.p.A., with registered office in Grassobbio (BG), specialised in the design and sale of integrated fault detectors and measurement sensors and devices for medium voltage power lines. During the quarter of 2025, it generated revenues of Euro 7,245 thousand (Euro 7,031 thousand in the quarter of 2024).
Joint Ventures
▪ Condux Tesmec Inc, a joint venture that is 50% owned by Tesmec S.p.A. and 50% by American shareholder Condux, based in Mankato (USA), has been active since June 2009 in selling products for the North American stringing equipment market. The company is consolidated using the equity method and generated total revenues of Euro 4,557 thousand in the 2025 quarter (Euro 2,775 thousand in the 2024 quarter).
5 Summary of income statement and balance sheet situation as at 31 March 2025
5.1 Alternative performance measures
In this section, a number of Alternative Performance Measures not envisaged by IFRS (non-GAAP measures) and used by the directors in order to allow a better assessment of the Group's operating performance are illustrated. The Alternative Performance Measures are constructed exclusively from the Group's historical accounting data and are determined in accordance with the provisions of the Guidelines on Alternative Performance Measures issued by ESMA/2015/1415 as per CONSOB Communication no. 92543 of 3 December 2015.
The Alternative Performance Measures shown below are not audited and should not be interpreted as indicators of the Group's future performance:
- EBITDA: it is represented by the operating income including amortisation/depreciation and can be directly inferred from the consolidated income statement.
- Net working capital: it is calculated as current assets net of current liabilities excluding financial assets and financial liabilities, and can be directly inferred from the consolidated statement of financial position.
- Net invested capital: it is calculated as net working capital plus fixed assets and other long-term assets less non-current liabilities and can be directly inferred from the consolidated statement of financial position.
- Group net financial indebtedness: this is a good indicator of the Tesmec Group's financial structure. It is calculated as the sum of cash and cash equivalents, current financial assets, non-current financial liabilities (including right-of-use liabilities) and fair value of hedging instruments.
- Net financial indebtedness pursuant to ESMA 32-382-1138 communication: it corresponds to the Group's net financial indebtedness as defined above and also includes trade payables and other non-current payables, which have a significant implicit or explicit financing component (e.g. trade payables with a maturity of more than 12 months), and any other non-interest-bearing loans (as defined in the "Guidelines on disclosure requirements under the Prospectus Regulation" published by ESMA on 4 March 2021 with the "ESMA 32- 382-1138" document and incorporated by CONSOB in its communication 5/21 of 29 April 2021).
5.2 Income from operations
Consolidated income statement
The comments provided below refer to the comparison of the consolidated income statement figures as at 31 March 2025 with those as at 31 March 2024.
The main accounting figures for the first three months of 2025 and 2024 are presented in the table below:
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| (Euro in thousands) | 2025 | % of revenues |
2024 restated |
% of revenues |
2025 vs 2024 |
| Revenues from sales and services | 61,378 | 100.0% | 55,833 | 100.0% | 5,545 |
| Cost of raw materials and consumables | (28,642) | -46.7% | (25,013) | -44.8% | (3,629) |
| Costs for services | (11,041) | -18.0% | (9,992) | -17.9% | (1,049) |
| Payroll costs | (13,646) | -22.2% | (13,886) | -24.9% | 240 |
| Other net operating costs/revenues | (1,490) | -2.4% | (1,319) | -2.4% | (171) |
| Depreciation | (5,166) | -8.4% | (5,184) | -9.3% | 18 |
| Development costs capitalised | 2,617 | 4.3% | 3,520 | 6.3% | (903) |
| Portion of losses/(gains) from operational Joint Ventures evaluated using the equity method |
315 | 0.5% | (7) | 0.0% | 322 |
| (57,053) | -93.0% | (51,881) | -92.9% | (5,172) |
|---|---|---|---|---|
| 4,325 | 7.0% | 3,952 | 7.1% | 373 |
| (4,098) | -6.7% | (3,957) | -7.1% | (141) |
| (868) | -1.4% | 171 | 0.3% | (1,039) |
| (35) | -0.1% | - | 0.0% | (35) |
| (676) | -1.1% | 166 | 0.3% | (842) |
| 795 | 1.3% | (23) | 0.0% | 818 |
| 119 | 0.2% | 143 | 0.3% | (24) |
| (1,566) | -2.6% | (1,231) | -2.2% | (335) |
| (1,447) | -2.4% | (1,088) | -1.9% | (359) |
| 21 | 0.0% | 53 | 0.1% | (32) |
| (1,468) | -2.4% | (1,141) | -2.0% | (327) |
Revenues
Total revenues as at 31 March 2025, compared to the corresponding period of the previous year, recorded an increase of 9.9%.
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| 2025 | % of | 2024 | % of | 2025 vs 2024 | |
| (Euro in thousands) | revenues | restated | revenues | ||
| Sales of products | 43,256 | 70.5% | 40,758 | 73.0% | 2,498 |
| Services rendered | 9,152 | 14.9% | 2,823 | 5.1% | 6,329 |
| Changes in work in progress | 8,970 | 14.6% | 12,252 | 21.9% | (3,282) |
| Total revenues from sales and services | 61,378 | 100.0% | 55,833 | 100.0% | 5,545 |
Services rendered mainly concern the trencher segment and are represented by the machine rental business carried out in the United States, France, Africa and Oceania.
Revenues by geographic area
The Group's turnover is mainly produced abroad (81,6%) and in particular in non-EU countries. The revenue analysis by area is indicated below with the comparison of the figures for the first quarter of 2025 with those for the first quarter of 2024. Growth in North and Central America and Africa was driven by sales in the Trencher sector, while Railways and Energy-Automation remain the key sectors on the Italian market, although development is underway on foreign markets.
It is emphasised that the segmentation by geographic area is determined by the country where the customer is located, regardless of where project activities/sales are organised.
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| (Euro in thousands) | 2025 | % of revenues |
2024 restated |
% of revenues |
2025 vs 2024 |
| Italy | 11,295 | 18.4% | 11,895 | 21.3% | (600) |
| Europe | 14,286 | 23.3% | 12,707 | 22.8% | 1,579 |
| Middle East | 4,866 | 7.9% | 8,489 | 15.2% | (3,623) |
| Africa | 8,313 | 13.5% | 5,208 | 9.3% | 3,105 |
| North and Central America | 13,762 | 22.4% | 9,616 | 17.2% | 4,146 |
| BRIC and Others | 8,856 | 14.4% | 7,918 | 14.2% | 938 |
| Total revenues | 61,378 | 100.0% | 55,833 | 100.0% | 5,545 |
Operating costs net of depreciation and amortisation
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| (Euro in thousands) | 2025 | % of revenues |
2024 restated |
% of revenues |
2025 vs 2024 |
| Cost of raw materials and consumables | (28,642) | -46.7% | (25,013) | -44.8% | (3,629) |
| Costs for services | (11,041) | -18.0% | (9,992) | -17.9% | (1,049) |
| Payroll costs | (13,646) | -22.2% | (13,886) | -24.9% | 240 |
| Other net operating costs/revenues | (1,490) | -2.4% | (1,319) | -2.4% | (171) |
| Development costs capitalised | 2,617 | 4.3% | 3,520 | 6.3% | (903) |
| Portion of losses/(gains) from operational Joint Ventures evaluated using the equity method |
315 | 0.5% | (7) | 0.0% | 322 |
| Operating costs net of depreciation and amortisation | (51,887) | -84.5% | (46,697) | -83.6% | (5,190) |
The table shows an increase in operating costs of Euro 5,190 thousand (11.1%). This increase in cost reflects:
- with regard to raw materials, consumables and services, the increase in sales, with different product mixes;
- with regard to results from Joint Ventures, the positive performance of the associate Condux Tesmec Inc..
EBITDA
As a result of the foregoing, EBITDA amounted to Euro 9,491 thousand, up compared to the figure recorded in the first quarter of 2024 when it was equal to Euro 9,136 thousand.
A restatement of the income statement figures representing the performance of EBITDA is provided below:
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| 2025 | % of | 2024 | % of | 2025 vs 2024 | |
| (Euro in thousands) | revenues | restated | revenues | ||
| Operating income | 4,325 | 7.0% | 3,952 | 7.1% | 373 |
| + Amortisation/depreciation | 5,166 | 8.4% | 5,184 | 9.3% | (18) |
| EBITDA | 9,491 | 15.5% | 9,136 | 16.4% | 355 |
The increase in gross operating margin was generated by the combined effect, on the one hand, of industrial margins, which were affected by a different mix, also influenced by destocking activities but expected to improve during the year, on the other hand, by a lower incidence of operating expenses, thanks to the continuation of the management efficiency initiatives launched at the end of 2023.
Financial Management
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| (Euro in thousands) | 2025 | % of revenues |
2024 restated |
% of revenues |
2025 vs 2024 |
| Net financial income/expenses | (4,100) | -6.7% | (3,984) | -7.1% | (116) |
| Net foreign exchange gains/losses | (868) | -1.4% | 171 | 0.3% | (1,039) |
| Fair value adjustment of derivative instruments | 2 | 0.0% | 27 | 0.0% | (25) |
| Portion of losses/(gains) from the valuation of equity investments using the equity method |
(35) | -0.1% | - | 0.0% | (35) |
| Total net financial income/expenses | (5,001) | -8.1% | (3,786) | -6.8% | (1,215) |
The net financial management result decreased compared to the same period in the previous financial year by a total of Euro 1,215 thousand, due to:
▪ a negative impact from Foreign exchange gains/losses of Euro 1,039 thousand, resulting from the unfavourable trend of exchange rates as at 31 March 2025 compared to 31 December 2024, which resulted in net losses totalling Euro 868 thousand (largely unrealised) compared to net profit of Euro 171 thousand (also largely unrealised).
▪ the negative impact of net financial income/expense of Euro 116 thousand due to the increase in rates applied to a higher level of indebtedness.
5.3 Income Statement by segment
Revenues by segment
The tables below show the income statement figures as at 31 March 2025 compared to those as at 31 March 2024, broken down by the three operating segments.
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| 2025 | % of | 2024 | % of | 2025 vs 2024 | |
| (Euro in thousands) | revenues | restated | revenues | ||
| Energy | 20,022 | 32.6% | 17,606 | 31.5% | 2,416 |
| Trencher | 31,764 | 51.8% | 30,744 | 55.1% | 1,020 |
| Rail | 9,592 | 15.6% | 7,483 | 13.4% | 2,109 |
| Total Revenues | 61,378 | 100.0% | 55,833 | 100.0% | 5,545 |
In the first three months of 2025, the Group recorded consolidated revenues of Euro 61,378 thousand, an increase of Euro 5,545 thousand (9.9%) compared to Euro 55,833 thousand in the same period of the previous year.
As regards the Energy sector, revenues amounted to Euro 20,022 thousand, an increase of approximately 13.7% compared to Euro 17,606 thousand recorded as at 31 March 2024 thanks to a significant acceleration in volumes in the Energy-Stringing segment and growth in the Energy-Automation segment. More specifically, it should be noted that the Energy-Stringing segment achieved Revenues of Euro 12,733 thousand in the first quarter of 2025 compared to Euro 10,583 thousand in the same period of 2024 (+20.3%), while the Energy-Automation segment achieved Revenues of Euro 7,289 thousand, compared to Euro 7,023 thousand as at 31 March 2024 (+3.8%).
In detail, the turnover of the Trencher segment as at 31 March 2025 was Euro 31,764 thousand, up compared to Euro 30,744 thousand as at 31 March 2024. The change is mainly attributable to the positive contribution of African markets and the recovery of the US market compared to the same quarter of the previous year, which offset lower volumes in the Middle East market.
The Rail segment recorded revenues of Euro 9,592 thousand, up compared to Euro 7,483 thousand as at 31 March 2024. This result is mainly attributable to progress on contracts awarded, which were launched with delays due to the late definition of technical aspects by the contracting authority.
EBITDA by segment
The tables below show the income statement figures as at 31 March 2025 compared to those as at 31 March 2024, broken down by the three operating segments:
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| 2025 | % of | 2024 | % of | 2025 vs 2024 | |
| (Euro in thousands) | revenues | restated | revenues | ||
| Energy | 3,168 | 15.8% | 2,889 | 16.4% | 279 |
| Trencher | 5,450 | 17.2% | 4,822 | 15.7% | 628 |
| Rail | 873 | 9.1% | 1,425 | 19.0% | (552) |
| EBITDA | 9,491 | 15.5% | 9,136 | 16.4% | 355 |
This result is the combined effect of different trends in the three segments:
▪ Energy: EBITDA rose from Euro 2,889 thousand at 31 March 2024 to Euro 3,168 thousand at 31 March 2025. This increase was made possible, on the one hand, for Energy-Automation, by a mix that does not yet reflect the new orders for Energy-Automation (whose contribution is expected in the coming quarters), while the Energy-Stringing segment showed an increase in gross operating margin compared to the first quarter of 2024, thanks to the reduction in operating costs and the positive contribution of the joint venture in the USA;
- Trencher: EBITDA rose from Euro 4,822 thousand at 31 March 2024 to Euro 5,450 thousand at 31 March 2025, despite despite de-stocking activities that impacted the industrial margin, thanks also to the containment of operating costs;
- Rail: reduction in EBITDA, from Euro 1,425 thousand in the first quarter of 2024 to Euro 873 thousand in 2025. The change is mainly due to a period mix not in line with that of the first quarter of 2024, with normalization expected during the year.
5.4 Balance sheet and financial profile
Information is provided below on the Group's main equity indicators as at 31 March 2025 compared to 31 December 2024. In particular, the following table shows the reclassified funding sources and uses of the consolidated balance sheet as at 31 March 2025 and as at 31 December 2024:
| As at 31 March 2025 | As at 31 December 2024 | 2025 vs 2024 | |
|---|---|---|---|
| (Euro in thousands) | |||
| USES | |||
| Net working capital | 102,966 | 99,817 | 3,149 |
| Fixed assets | 105,201 | 106,880 | (1,679) |
| Other long-term assets and liabilities | 22,811 | 21,941 | 870 |
| Assets and liabilities held for sale | (5,089) | (4,075) | (1,014) |
| Net invested capital | 225,889 | 224,563 | 1,326 |
| SOURCES | |||
| Net financial indebtedness | 152,602 | 146,951 | 5,651 |
| Shareholders' equity | 73,287 | 77,612 | (4,325) |
| Total sources of funding | 225,889 | 224,563 | 1,326 |
A) Net working capital
The table below shows the breakdown of "Net Working Capital" as at 31 March 2025 and 31 December 2024:
| (Euro in thousands) | As at 31 March 2025 | As at 31 December 2024 | 2025 vs 2024 |
|---|---|---|---|
| Trade receivables | 61,172 | 55,429 | 5,743 |
| Work in progress contracts | 40,641 | 36,734 | 3,907 |
| Inventories | 94,200 | 96,134 | (1,934) |
| Trade payables | (86,276) | (79,905) | (6,371) |
| Other current assets/(liabilities) | (6,771) | (8,575) | 1,804 |
| Net working capital | 102,966 | 99,817 | 3,149 |
Net working capital amounted to Euro 102,966 thousand, marking an increase of Euro 3,149 thousand (equal to 3.2%) compared to 31 December 2024. This performance is mainly due to the increase in the item "Trade receivables" for Euro 5.743 thousand, mainly due to sales in March.
B) Fixed assets
The table below shows the breakdown of "Fixed assets" as at 31 March 2025 and 31 December 2024:
| (Euro in thousands) | As at 31 March 2025 | As at 31 December 2024 | 2025 vs 2024 |
|---|---|---|---|
| Intangible assets | 42,577 | 42,238 | 339 |
| Property, plant and equipment | 33,803 | 34,160 | (357) |
| Rights of use | 21,656 | 23,373 | (1,717) |
| Equity investments in associates | 7,122 | 7,066 | 56 |
| Other equity investments | 43 | 43 | - |
| Fixed assets | 105,201 | 106,880 | (1,679) |
Total fixed assets recorded a net decrease of Euro 1,679 thousand compared to 31 December 2024, mainly due to the decrease in Rights of use of Euro 1,717 thousand.
C) Net financial indebtedness
The table below shows the breakdown of "Net financial indebtedness" as at 31 March 2025 and 31 December 2024:
| (Euro in thousands) | As at 31 March 2025 |
of which with related parties and group |
As at 31 December 2024 |
of which with related parties and group |
|---|---|---|---|---|
| Cash and cash equivalents | (26,053) | (29,559) | ||
| Current financial assets | (31,580) | (1,595) | (35,740) | (1,496) |
| Current financial liabilities | 108,822 | 1,081 | 98,135 | 1,081 |
| Current financial liabilities from rights of use | 9,293 | 2,951 | 10,454 | 2,714 |
| Current portion of derivative financial instruments | (2) | 47 | ||
| Current financial indebtedness | 60,480 | 2,437 | 43,337 | 2,299 |
| Non-current financial liabilities | 70,730 | 1,899 | 80,124 | 1,899 |
| Non-current financial liabilities from rights of use | 21,236 | 2,784 | 23,314 | 3,781 |
| Non-current portion of derivative financial instruments |
156 | 176 | ||
| Trade payables and other non-current payables | - | - | ||
| Non-current financial indebtedness | 92,122 | 4,683 | 103,614 | 5,680 |
| Net financial indebtedness pursuant to ESMA 32- 382-1138 Communication |
152,602 | 7,120 | 146,951 | 7,979 |
| Trade payables and other non-current payables | - | - | ||
| Group net financial indebtedness | 152,602 | 7,120 | 146,951 | 7,979 |
The net financial indebtedness prior to the application of IFRS 16, as at 31 March 2025, is equal to Euro 122,073 thousand with an increase of Euro 8,890 thousand compared to the end of 2024.
The net financial indebtedness of the Group as at 31 March 2025 increased by Euro 5,651 thousand compared to the end of 2024 (3.8%).
The table below shows the breakdown of the changes:
- increase in current financial indebtedness of Euro 17.143 thousand due to the:
- decrease in cash and cash equivalents and current financial assets of Euro 7.666 thousand;
- increase in current financial liabilities of Euro 10,687 thousand due to the effect of the short-term reclassification of the portions to be reimbursed in 2025 offset by the reimbursement of portions in the period;
- decrease in medium/long-term financial indebtedness of Euro 11,492 relating to the short-term reclassification mentioned in the previous point.
Some existing loan agreements and bond issues contractually provide for the annual calculation of the financial covenants based on net financial indebtedness calculated on the consolidated financial statements as at 31 December and prior to the application of IFRS 16.
6 Management and types of financial risk
For the management of financial risks, please see the paragraph "Financial risk management policy" contained in the Explanatory Notes to the Annual Financial Report for 2024, where the Group's policies in relation to the management of financial risks are presented.
7 Atypical and/or unusual and non-recurring transactions with related parties
In compliance with the CONSOB communications of 20 February 1997, 27 February 1998, 30 September 1998, 30 September 2002 and 27 July 2006, it should be noted that during the first quarter of the 2025 financial year, no transactions took place with related parties of a atypical or unusual nature, outside of normal company operations or such as to harm the profits, balance sheet or financial results of the Group.
For significant intercompany and related party information, please see the paragraph "Related party transactions" in the Explanatory Notes.
8 Group employees
The number of Group employees in the first quarter of 2025, including the employees of companies that are fully consolidated, is 901 persons compared to 957 in 2024.
9 Other information
Events occurring after the end of the reporting period
In particular, the effects occurring after the close of the quarter include the following:
- on 29 April 2025, the Shareholders' Meeting of Tesmec Rail S.r.l. approved the distribution of dividends in the amount of Euro 1 million;
- on 30 April 2025, the Ordinary Shareholders' Meeting of Tesmec S.p.A. met electronically in a single call and:
- 1) approved the Financial Statements as at 31 December 2024 and the allocation of the Net Profit. During the Shareholders' Meeting, the Consolidated Financial Statements as at 31 December 2024 of the Tesmec Group and the related reports were presented, including the Consolidated Sustainability Report;
- 2) appointed the new Board of Directors that will remain in office until the shareholders' meeting that will be called to approve the financial statements for the year ended 31 December 2027, composed of Gianluca Bolelli, Caterina Caccia Dominioni, Carlo Caccia Dominioni, Simone Andrea Crolla, Emanuela Teresa Basso Petrino, Anna Casiraghi, Nicola Gavazzi, Francesca Marino and Antongiulio Marti, as well as Ambrogio Caccia Dominioni, who was confirmed as Chairman of the Board of Directors;
- 3) appointed the new Board of Statutory Auditors that will also remain in office until the shareholders' meeting that will be called to approve the 2027 financial statements, composed of the Statutory Auditors Simone Cavalli (Chairman), Alice Galimberti and Attilio Massimo Franco Marcozzi and by the Alternate Auditors Alessandra Butini and Adelio Bollini;
- on 30 April 2025, the Board of Directors resolved to appoint:
- as members of the Control and Risk, Sustainability and Related Party Transactions Committee, the directors Emanuela Teresa Basso Petrino (Chairman), Francesca Marino and Antongiulio Marti;
- as members of the new Remuneration and Appointments Committee, the directors Nicola Gavazzi (Chairman), Emanuela Teresa Basso Petrino and Gianluca Bolelli;
- on 9 May 2025, the Board of Directors resolved to appoint Caterina Caccia Dominioni and Carlo Caccia Dominioni as chief executive officers.
Business outlook
In the first quarter of 2025, Tesmec continued its strategy of development in highly dynamic markets with significant growth prospects, offering solutions for digitalization and the creation of telecommunications networks, as well as for the development of the mining segment. In the Trencher segment, investments in infrastructure, electrical networks, and Fiber to the Home projects are still growing, driven by government incentives and the increasing demand for connectivity. The railway segment looks to the future with confidence, thanks to substantial investments
aimed at reducing road traffic congestion, promoting sustainable mobility, and improving railway transport safety through diagnostic and maintenance interventions on the lines. Finally, the energy transition still represents an important opportunity for Tesmec, with a growing focus on adapting electrical networks to the new needs generated by the use of renewable energy.
Regarding 2025, in light of the uncertainty posed by the current geopolitical and macroeconomic context and in continuity with the managerial and strategic change initiated in 2024, the Company expects growth driven by opportunities in segments led by the energy transition, with significant prospects related to the backlog of the Energy-Automation segment, the growing demand for Stringing solutions, the internalization strategy of the Railway segment, and the positive prospects of cable laying and surface mining technologies for the Trencher segment. Thanks to its international presence and current production setup with plants both in Italy and the USA, the Company also believes it has the necessary flexibility to face the challenges posed by the current external scenario. Furthermore, the management's commitment continues to prioritize profitability and cash generation over volumes, while simultaneously pursuing strategic opportunities aimed at industrial strengthening and capital efficiency.
Therefore, for the entire 2025 fiscal year, the Tesmec Group expects growth in the main income statement indicators and a reduction of net financial position compared to 2024.
CONSOLIDATED FINANCIAL STATEMENTS
(Not audited by the Independent Auditors)
Consolidated statement of financial position as at 31 March 2025 and as at 31 December 2024
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| (Euro in thousands) | ||
| NON-CURRENT ASSETS | ||
| Intangible assets | 42,577 | 42,238 |
| Property, plant and equipment | 33,803 | 34,160 |
| Rights of use | 21,656 | 23,373 |
| Equity investments in associates evaluated using the equity method | 7,122 | 7,066 |
| Other equity investments | 43 | 43 |
| Financial receivables and other non-current financial assets | 10,205 | 9,731 |
| Derivative financial instruments Deferred tax assets |
58 | 72 14,748 |
| Non-current trade receivables | 15,661 | 2,912 |
| Other non-current assets | 2,389 | 8 |
| TOTAL NON-CURRENT ASSETS | 7 133,521 |
134,351 |
| CURRENT ASSETS | 36,734 | |
| Work in progress contracts | 40,641 | 96,134 |
| Inventories | 94,200 | 55,429 |
| Trade receivables of which with related parties: |
61,172 743 |
1,830 |
| Tax receivables | 2,659 | 2,666 |
| Financial receivables and other current financial assets | 31,580 | 35,740 |
| of which with related parties: | 1,595 | 1,496 |
| Other current assets | 13,519 | 13,728 |
| Derivative financial instruments | 2 | 13 |
| Cash and cash equivalents | 26,053 | 29,559 |
| TOTAL CURRENT ASSETS | 269,826 | 270,003 |
| TOTAL ASSETS HELD FOR SALE | 16,736 | 19,597 |
| TOTAL ASSETS | 420,083 | 423,951 |
| SHAREHOLDERS' EQUITY | ||
| GROUP SHAREHOLDERS' EQUITY | ||
| Share capital | 15,702 | 15,702 |
| Reserves/(deficit) | 56,070 | 64,007 |
| Group net profit/(loss) | (1,468) | (5,181) |
| TOTAL GROUP SHAREHOLDERS' EQUITY | 70,304 | 74,528 |
| Capital and reserves/(deficit) attributable to non-controlling interests | 2,962 | 2,720 |
| Net profit/(loss) for the period attributable to non-controlling interests | 21 | 364 |
| TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO NON-CONTROLLING | ||
| INTERESTS | 2,983 | 3,084 |
| TOTAL SHAREHOLDERS' EQUITY | 73,287 | 77,612 |
| NON-CURRENT LIABILITIES | ||
| Medium/long-term loans | 63,154 | 72,548 |
| of which with related parties: | 1,899 | 1,899 |
| Non-current bond issue | 7,576 | 7,576 |
| Non-current financial liabilities from rights of use | 21,236 | 23,314 |
| of which with related parties: | 2,784 | 3,781 |
| Derivative financial instruments | 156 | 176 |
| Employee benefit liability | 3,947 | 3,915 |
| Deferred tax liabilities | 1,562 | 1,615 |
| TOTAL NON-CURRENT LIABILITIES | 97,631 | 109,144 |
| CURRENT LIABILITIES | ||
| Interest-bearing financial payables (current portion) | 108,822 | 98,135 |
| of which with related parties: | 1,081 | 1,081 |
| Current financial liabilities from rights of use | 9,293 | 10,454 |
| of which with related parties: | 2,951 | 2,714 |
| Derivative financial instruments | - | 60 |
| Trade payables | 86,276 | 79,905 |
|---|---|---|
| of which with related parties: | 3,190 | 2,630 |
| Advances from customers | 4,772 | 3,247 |
| Income taxes payable | 3,409 | 3,190 |
| Provisions for risks and charges | 2,557 | 2,609 |
| Other current liabilities | 12,211 | 15,923 |
| TOTAL CURRENT LIABILITIES | 227,340 | 213,523 |
| TOTAL LIABILITIES HELD FOR SALE | 21,825 | 23,672 |
| TOTAL LIABILITIES | 346,796 | 346,339 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 420,083 | 423,951 |
Consolidated income statement for the quarter ended 31 March 2025 and 2024
| Quarter ended 31 March | |||
|---|---|---|---|
| 2025 | 2024 | ||
| (Euro in thousands) | restated | ||
| Revenues from sales and services | 61,378 | 55,833 | |
| of which with related parties: | 2,261 | 1,255 | |
| Cost of raw materials and consumables | (28,642) | (25,013) | |
| of which with related parties: | (7) | (203) | |
| Costs for services | (11,041) | (9,992) | |
| of which with related parties: | (28) | (34) | |
| Payroll costs | (13,646) | (13,886) | |
| Other net operating costs/revenues | (1,490) | (1,319) | |
| of which with related parties: | 59 | (39) | |
| Depreciation | (5,166) | (5,184) | |
| Development costs capitalised | 2,617 | 3,520 | |
| Portion of losses/(gains) from operational Joint Ventures evaluated using the | |||
| equity method | 315 | (7) | |
| Total operating costs | (57,053) | (51,881) | |
| Operating income | 4,325 | 3,952 | |
| Financial expenses | (5,822) | (4,798) | |
| of which with related parties: | (92) | (150) | |
| Financial income | 856 | 1,012 | |
| of which with related parties: | 6 | 30 | |
| Portion of losses/(gains) from valuation of the associated companies and non | |||
| operational Joint Ventures evaluated using the equity method | (35) | - | |
| Pre-tax profit/(loss) | (676) | 166 | |
| Income tax | 795 | (23) | |
| Net profit/(loss) for the period of continuing operations | 119 | 143 | |
| Net loss for the period of assets held for sale | (1,566) | (1,231) | |
| Net profit/(net loss) for the period | (1,447) | (1,088) | |
| Profit/(loss) attributable to non-controlling interests | 21 | 53 | |
| Group profit/(loss) | (1,468) | (1,141) | |
| Basic and diluted earnings/(losses) per share | (0.0024) | (0.0019) |
Consolidated statement of comprehensive income for the quarter ended 31 March 2025 and 2024
| Quarter ended 31 March | ||||
|---|---|---|---|---|
| (Euro in thousands) | 2025 | 2024 | ||
| NET PROFIT/(LOSS) FOR THE PERIOD | (1,447) | (1,088) | ||
| Other components of comprehensive income: | ||||
| Exchange differences on conversion of foreign financial statements | (4,242) | 1,060 | ||
| Other changes | 1,305 | 401 | ||
| Total other profit/(loss) after tax | (2,937) | 1,461 | ||
| Total comprehensive income (loss) after tax | (4,384) | 373 | ||
| Attributable to: | ||||
| Shareholders of Parent Company | (4,283) | 266 | ||
| Non-controlling interests | (101) | 107 |
Statement of consolidated cash flows for the quarters ended 31 March 2025 and 2024
| Quarter ended 31 March | ||||
|---|---|---|---|---|
| (Euro in thousands) | 2025 | 2024 restated |
||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||
| Net profit/(loss) for the period of continuing operations | 119 | 143 | ||
| Adjustments to reconcile net income for the period with the cash flows generated | ||||
| by (used in) operating activities: | ||||
| Depreciation | 5,166 | 5,966 | ||
| Provisions for employee benefit liability | 479 | 459 | ||
| Allocations for risks and charges/inventory obsolescence/doubtful account | ||||
| provisions | 414 | 586 | ||
| Employee benefit payments | (447) | (411) | ||
| Payments for provisions for risks and charges | (13) | (5) | ||
| Net change in deferred tax assets and liabilities | (1,061) | (726) | ||
| Change in fair value of financial instruments | (56) | (27) | ||
| Change in current assets and liabilities: | ||||
| Trade receivables | (4,573) | (12,735) | ||
| of which with related parties: | 1,087 | 1,962 | ||
| Inventories and work in progress contracts | (3,825) | 1,544 | ||
| Trade payables | 8,220 | 7,892 | ||
| of which with related parties: | 560 | 307 | ||
| Other current assets and liabilities | (3,225) | (3,143) | ||
| NET CASH FLOW GENERATED BY OPERATING ACTIVITIES (A) | 1,198 | (457) | ||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||
| Investments in property, plant and equipment | (3,436) | (1,650) | ||
| Investments in intangible assets | (2,856) | (3,728) | ||
| Investments in rights of use | (975) | (10,934) | ||
| (Investments)/disposals of financial assets | 2,766 | (1,739) | ||
| of which with related parties: | (99) | (625) | ||
| Assets held for sale | (443) | - | ||
| Sale of property, plant and equipment, intangible assets and rights of use | 3,551 | 3,356 | ||
| NET CASH FLOW USED IN INVESTING ACTIVITIES (B) | (1,393) | (14,695) | ||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||
| Disbursement of medium/long-term loans | - | - | ||
| of which with related parties: | - | - | ||
| Recognition of financial liabilities from rights of use | 1,819 | 12,897 | ||
| of which with related parties: | (997) | 1,982 | ||
| Repayment of medium/long-term loans | (10,600) | (8,265) | ||
| Repayment of financial liabilities from rights of use | (5,039) | (5,904) | ||
| Net change in short-term financial debt | 12,491 | (9,801) | ||
| of which with related parties: | 237 | 1,235 | ||
| Other changes | (1,246) | 401 | ||
| NET CASH FLOW GENERATED BY/(USED IN) FINANCING ACTIVITIES (C) | (2,575) | (10,672) | ||
| NET CASH FLOW GENERATED BY/(USED IN) ASSETS/LIABILITIES HELD FOR SALE (D) |
(552) | (1,231) | ||
| TOTAL CASH FLOW FOR THE YEAR (E=A+B+C+D) | (3,322) | (27,055) | ||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (F) | (184) | 56 | ||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR (G) | 29,559 | 53,680 | ||
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR (H=E+F+G) | 26,053 | 26,681 | ||
| Additional information: | ||||
| Interest paid | 4,452 | 4,010 | ||
| Income tax paid | 72 | 58 |
Statement of changes in consolidated shareholders' equity for the quarters ended 31 March 2025 and 2024
| (Euro in thousands) | Share capital |
Legal reserve |
Share premium reserve |
Reserve of treasury shares |
Translation reserve |
Other reserves |
Profit/(loss) for the period |
Total Group shareholders' equity |
Total shareholders' equity attributable to non controlling interests |
Total shareholders' equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 | ||||||||||
| January 2025 | 15,702 | 2,516 | 39,215 | (2,341) | 6,293 | 18,324 | (5,181) | 74,528 | 3,084 | 77,612 |
| Profit/(loss) for the | ||||||||||
| period | - | - | - | - | - | - | (1,468) | (1,468) | 21 | (1,447) |
| Other | ||||||||||
| profits/(losses) Total |
- | - | - | - | (2,815) | - | - | (2,815) | (122) | (2,937) |
| comprehensive | ||||||||||
| income/(loss) | (1,468) | (4,283) | (101) | (4,384) | ||||||
| Allocation of the | ||||||||||
| result for the period | - | - | - | - | - | (5,181) | 5,181 | - | - | - |
| Other changes | - | - | - | - | - | 59 | - | 59 | - | 59 |
| Balance as at 31 March 2025 |
15,702 | 2,516 | 39,215 | (2,341) | 3,478 | 13,202 | (1,468) | 70,304 | 2,983 | 73,287 |
| (Euro in thousands) | Share capital |
Legal reserve |
Share premium reserve |
Reserve of treasury shares |
Translation reserve |
Other reserves |
Profit/(loss) for the period |
Total Group shareholders' equity |
Total shareholders' equity attributable to non controlling interests |
Total shareholders' equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2024 |
15,702 | 2,348 | 39,215 | (2,341) | 2,132 | 21,614 | (2,969) | 75,701 | 2,543 | 78,244 |
| Profit/(loss) for the period Other |
- | - | - | - | - | - | (1,141) | (1,141) | 53 | (1,088) |
| profits/(losses) Total |
- | - | - | - | 1,407 | - | - | 1,407 | 54 | 1,461 |
| comprehensive income/(loss) Allocation of the |
(1,141) | 266 | 107 | 373 | ||||||
| result for the period | - | - | - | - | - | (2,969) | 2,969 | - | - | - |
| Balance as at 31 March 2024 |
15,702 | 2,348 | 39,215 | (2,341) | 3,539 | 18,645 | (1,141) | 75,967 | 2,650 | 78,617 |
Accounting policies adopted in preparing the consolidated financial statements as at 31 March 2025
1 Company information
The Parent Company Tesmec S.p.A. (hereinafter "Parent Company" or "Tesmec") is a legal entity organised in accordance with the legal system of the Italian Republic. The ordinary shares of Tesmec have been listed on the MTA STAR Segment of the Milan Stock Exchange since 1 July 2010. The registered office of the Tesmec Group (hereinafter "Group" or "Tesmec Group") is in Milan, Piazza S. Ambrogio 16.
2 Reporting standards
The interim consolidated report on operations as at 31 March 2025 was prepared in condensed form. Since the interim consolidated report on operations does not disclose all the information required in preparing the consolidated annual financial statements or interim financial statements in accordance with IAS 34, it must be read together with the consolidated financial statements as at 31 December 2024.
The accounting standards adopted in preparing this interim consolidated report on operations as at 31 March 2025 are those adopted for preparing the consolidated financial statements as at 31 December 2024 in compliance with IFRS, to which reference is made for full details. Note that the standards and interpretations approved by the European Union and that came into force for the first time on 1 January 2025 have no particular relevance for the Group. Moreover, the Group has not adopted in advance any other principle, interpretation or modification published but not yet in force.
The interim consolidated report on operations as at 31 March 2025 comprises the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, statement of changes in consolidated shareholders' equity and statement of consolidated cash flows. The presentation of these statements report, as comparative figures, the figures as at 31 December 2024 for the statement of financial position and the first quarter of 2024 for the consolidated income statement, consolidated statement of comprehensive income, statement of changes in shareholders' equity and cash flow statement.
More precisely, the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in shareholders' equity and the consolidated statement of cash flows are drawn up in extended form and are in the same format adopted for the consolidated financial statements as at 31 December 2024.
The interim consolidated report on operations is presented in Euro. The balances in the financial statements and notes to the financial statements are expressed in thousands of Euro, unless specifically indicated.
Disclosure of the interim consolidated report on operations of the Tesmec Group for the period ended 31 March 2025 was authorised by the Board of Directors on 9 May 2025.
3 Consolidation methods and area
The interim consolidated report on operations comprises the interim reports on operations of Tesmec S.p.A. and its subsidiaries as at 31 March 2025. The accounting standards and consolidation methods adopted in preparing this interim consolidated report on operations as at 31 March 2025 are those adopted for preparing the consolidated financial statements as at 31 December 2024 to which reference is made for full details.
As at 31 March 2025, the scope of consolidation changed as follows compared to 31 December 2024:
- on 7 January 2025, Groupe Marais SAS transferred to its subsidiary Tesmec France SAS the business unit relating to the production and sale of trenchers. This unit also includes all of the equity interests held by Groupe Marais SAS in all of its African subsidiaries as of 31 December 2024.
- subsequently, on 7 March 2025, the company Groupe Marais SAS sold its entire shareholding in Tesmec France SAS to Marais Technologies SAS at the price of Euro 3,747 thousand;
However, these transactions did not change the scope of consolidation, but only resulted in a shift within the Group's organisational chart.
▪ on 10 January 2025, the company MIR SA was sold as it was no longer considered strategic and consequently excluded from the scope of consolidation.
Translation of foreign currency financial statements and of foreign currency items
The exchange rates used to determine the value in Euros of the financial statements of subsidiary companies expressed in foreign currency (exchange rate to Euro 1) are shown below:
| Average exchange rates for the | End-of-period exchange rate | |||||
|---|---|---|---|---|---|---|
| quarter ended 31 March | as at 31 March | |||||
| 2025 | 2024 | 2025 | 2024 | |||
| US Dollar | 1.0523 | 1.0858 | 1.0815 | 1.0811 | ||
| Russian Rouble | 97.3500 | 98.4985 | 89.6553 | 99.5299 | ||
| Qatari Riyal | 3.8305 | 3.9523 | 3.9367 | 3.9352 | ||
| South African Rand | 19.4580 | 20.5069 | 19.8782 | 20.5226 | ||
| Renminbi | 7.6551 | 7.8048 | 7.8442 | 7.8144 | ||
| Australian Dollar | 1.6772 | 1.6511 | 1.7318 | 1.6607 | ||
| Algerian Dinar | 141.7726 | 146.0107 | 144.7616 | 145.6456 | ||
| New Zealand Dollar | 1.8537 | 1.7717 | 1.9035 | 1.8092 | ||
| Tunisian Dinar | 3.3250 | 3.3802 | 3.3620 | 3.3798 | ||
| CFA Franc | 655.957 | 655.957 | 655.957 | 655.957 | ||
| GNF Franc | 9,057.8376 | 9,236.2540 | 9,308.0525 | 9,193.6512 | ||
| Saudi Riyal | 3.9463 | 4.0717 | 4.0556 | 4.0541 | ||
| Moroccan Dinar | 10.426 | 10.884 | 10.417 | 10.965 |
4 Segment Reporting
For management purposes, the Tesmec Group is organised into strategic business units identified based on the goods and services provided, and presents three operating segments for disclosure purposes:
Energy segment
- Machines and integrated systems for overhead and underground powerlines stringing works and fibre optic cables.
- Integrated solutions for the streamlining, management, monitoring and automation of low, medium and high voltage power lines (smart grid solutions).
Trencher segment
- High-efficiency crawler trenching machines for excavation with a set section for the construction of infrastructures for the transport of data, raw materials and gaseous and liquid products in the various segments: energy, farming, chemical and public utilities.
- Crawler trenching machines for works on surface mines and earth moving works (Rock Hawg);
- Rental of the trenching machines:
- Specialised consultancy and excavation services on customer request.
- The Trencher segment also includes the excavation services for power networks and fibre optic cables.
Rail segment
- Works vehicles and integrated solutions for the installation, renewal and maintenance of the railway catenary wire system.
- Vehicles and systems for rail infrastructure diagnostics.
No operating segment has been aggregated in order to determine the indicated operating segments that are the subject of the reporting.
| Quarter ended 31 March | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 restated | ||||||||||
| (Euro in thousands) | Energy | Trencher | Rail | Consolidated | Energy | Trencher | Rail | Consolidated | |||
| Revenues from sales and services |
20,022 | 31,764 | 9,592 | 61,378 | 17,606 | 30,744 | 7,483 | 55,833 | |||
| Operating costs net of | |||||||||||
| depreciation and amortisation |
(16,854) | (26,314) | (8,719) | (51,887) | (14,717) | (25,922) | (6,058) | (46,697) | |||
| EBITDA | 3,168 | 5,450 | 873 | 9,491 | 2,889 | 4,822 | 1,425 | 9,136 | |||
| Depreciation | (1,539) | (2,354) | (1,273) | (5,166) | (1,345) | (2,926) | (913) | (5,184) | |||
| Total operating costs | (18,393) | (28,668) | (9,992) | (57,053) | (16,062) | (28,848) | (6,971) | (51,881) | |||
| Operating income | 1,629 | 3,096 | (400) | 4,325 | 1,544 | 1,896 | 512 | 3,952 | |||
| Net financial | (5,001) | (3,786) | |||||||||
| income/(expenses) | |||||||||||
| Pre-tax profit/(loss) | (676) | 166 | |||||||||
| Income tax Net profit/(loss) for the |
795 | (23) | |||||||||
| period of continuing | 119 | 143 | |||||||||
| operations | |||||||||||
| Net profit/(loss) for the | |||||||||||
| period of assets held for | (1,566) | (1,231) | |||||||||
| sale | |||||||||||
| Net profit/(loss) for the | (1,447) | (1,088) | |||||||||
| period | |||||||||||
| Profit/(loss) attributable to non-controlling interests |
21 | 53 | |||||||||
| Group profit/(loss) | (1,468) | (1,141) |
The directors monitor separately the results achieved by the business units in order to make decisions on resources, allocation and performance assessment. Segment performance is assessed based on operating income. Group financial management (including financial income and charges) and income tax are managed at Group level and are not allocated to the individual operating segments.
The following table shows the consolidated statement of financial position by business segment as at 31 March 2025 and as at 31 December 2024:
| As at 31 March 2025 | As at 31 December 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Euro in thousands) | Energy | Trencher | Rail | Not allocated |
Consolidated | Energy | Trencher | Rail | Not allocated |
Consolidated | ||||
| Intangible assets | 15,996 | 11,708 | 14,873 | - | 42,577 | 15,590 | 11,707 | 14,941 | - | 42,238 | ||||
| Property, plant and equipment |
3,610 | 23,238 | 6,955 | - | 33,803 | 3,641 | 23,428 | 7,091 | - | 34,160 | ||||
| Rights of use | 2,439 | 16,520 | 2,697 | - | 21,656 | 2,761 | 17,942 | 2,670 | - | 23,373 | ||||
| Financial assets | 6,442 | 8,705 | 2,281 | - | 17,428 | 6,334 | 8,297 | 2,281 | - | 16,912 | ||||
| Other non-current assets | 1,065 | 16,165 | 827 | - | 18,057 | 1,045 | 16,006 | 617 | - | 17,668 | ||||
| Total non-current assets | 29,552 | 76,336 | 27,633 | - | 133,521 | 29,371 | 77,380 | 27,600 | - | 134,351 | ||||
| Work in progress contracts | 5,356 | - | 35,285 | - | 40,641 | 5,284 | - | 31,450 | - | 36,734 | ||||
| Inventories | 25,143 | 60,666 | 8,391 | - | 94,200 | 24,112 | 63,762 | 8,260 | - | 96,134 | ||||
| Trade receivables | 13,097 | 41,789 | 6,286 | - | 61,172 | 8,899 | 39,636 | 6,894 | - | 55,429 | ||||
| Other current assets | 1,139 | 35,753 | 10,868 | - | 47,760 | 1,438 | 36,702 | 14,007 | - | 52,147 | ||||
| Cash and cash equivalents | 3,845 | 13,494 | 5,777 | 2,937 | 26,053 | 3,099 | 21,375 | 3,317 | 1,768 | 29,559 | ||||
| Total current assets | 48,580 | 151,702 | 66,607 | 2,937 | 269,826 | 42,832 | 161,475 | 63,928 | 1,768 | 270,003 | ||||
| Total assets held for sale | - | 16,736 | - | - | 16,736 | - | 19,597 | - | - | 19,597 |
| Total assets | 78,132 | 244,774 | 94,240 | 2,937 | 420,083 | 72,203 | 258,452 | 91,528 | 1,768 | 423,951 |
|---|---|---|---|---|---|---|---|---|---|---|
| Group shareholders' equity | - | - | - | 70,304 | 70,304 | - | - | - | 74,528 | 74,528 |
| Shareholders' equity attributable to non controlling interests |
- | - | - | 2,983 | 2,983 | - | - | - | 3,084 | 3,084 |
| Total shareholders' equity | - | - | - | 73,287 | 73,287 | - | - | - | 77,612 | 77,612 |
| Non-current financial liabilities |
568 | 432 | 9,805 | 60,081 | 70,886 | 660 | 838 | 10,560 | 68,242 | 80,300 |
| Non-current financial liabilities from rights of use |
579 | 12,849 | 2,886 | 4,922 | 21,236 | 706 | 13,774 | 3,054 | 5,780 | 23,314 |
| Other non-current liabilities | 1,460 | 1,902 | 2,147 | - | 5,509 | 1,437 | 2,007 | 2,086 | - | 5,530 |
| Non-current liabilities | 2,607 | 15,183 | 14,838 | 65,003 | 97,631 | 2,803 | 16,619 | 15,700 | 74,022 | 109,144 |
| Current financial liabilities | 8,194 | 2,378 | 21,755 | 76,495 | 108,822 | 10,261 | 2,628 | 14,838 | 70,468 | 98,195 |
| Current financial liabilities from rights of use |
276 | 4,192 | 1,041 | 3,784 | 9,293 | 334 | 4,855 | 1,488 | 3,777 | 10,454 |
| Trade payables | 21,721 | 45,611 | 18,944 | - | 86,276 | 21,512 | 40,797 | 17,596 | - | 79,905 |
| Other current liabilities | 6,331 | 10,784 | 5,834 | - | 22,949 | 5,257 | 12,984 | 6,728 | - | 24,969 |
| Total current liabilities | 36,522 | 62,965 | 47,574 | 80,279 | 227,340 | 37,364 | 61,264 | 40,650 | 74,245 | 213,523 |
| Total liabilities held for sale |
- | 21,825 | - | - | 21,825 | - | 23,672 | - | - | 23,672 |
| Total liabilities | 39,129 | 99,973 | 62,412 | 145,282 | 346,796 | 40,167 | 101,555 | 56,350 | 148,267 | 346,339 |
| Total shareholders' equity and liabilities |
39,129 | 99,973 | 62,412 | 218,569 | 420,083 | 40,167 | 101,555 | 56,350 | 225,879 | 423,951 |
5 Related party transactions
The following tables give details of economic and equity transactions with related parties. The companies listed below have been identified as related parties as they are linked directly or indirectly to the applicable shareholders:
| Quarter ended 31 March 2025 | Quarter ended 31 March 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Euro in thousands) | Revenues | Cost of raw materials |
Costs for services |
Other operating (costs)/ revenues, net |
Financial income and expenses |
Revenues | Cost of raw materials |
Costs for services |
Other operating (costs)/ revenues, net |
Financial income and expense |
|
| Associates: | |||||||||||
| Locavert S.A. | 10 | - | - | - | - | 21 | - | - | (24) | - | |
| Subtotal | 10 | - | - | - | - | 21 | - | - | (24) | - | |
| Joint Ventures: | |||||||||||
| Condux Tesmec Inc. | 1,996 | (2) | - | 69 | 1 | 911 | (203) | - | 69 | 30 | |
| Subtotal | 1,996 | (2) | - | 69 | 1 | 911 | (203) | - | 69 | 30 | |
| Related parties: | |||||||||||
| Ambrosio S.r.l. | - | - | - | (1) | - | - | - | - | (1) | - | |
| Dream Immobiliare S.r.l. | - | - | - | (13) | (59) | - | - | - | (84) | (117) | |
| TTC S.r.l. | - | - | (26) | - | - | - | - | (30) | - | - | |
| M.T.S. Officine meccaniche S.p.A. |
255 | (5) | (2) | 4 | (23) | 323 | - | (2) | 1 | (28) | |
| RX S.r.l. | - | - | - | - | (5) | - | - | - | - | (5) | |
| TCB Sport S.r.l. | - | - | - | - | - | - | - | (2) | - | - | |
| Subtotal | 255 | (5) | (28) | (10) | (87) | 323 | - | (34) | (84) | (150) | |
| Total | 2,261 | (7) | (28) | 59 | (86) | 1,255 | (203) | (34) | (39) | (120) |
| 31 March 2025 | 31 December 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Euro in thousands) | Trade receiv. |
Current financial receiv. |
Financial payables Non current |
Non current liabilities from rights of use |
Current financial payables |
Current liabilities from rights of use |
Trade payables |
Trade receiv. |
Current financial receiv. |
Financial payables Non current |
Non current liabilities from rights of use |
Current financial payables |
Current liabilities from rights of use |
Trade payables |
| Associates: | ||||||||||||||
| Locavert S.A. | 45 | - | - | - | - | - | - | 35 | - | - | - | - | - | - |
| Subtotal | 45 | - | - | - | - | - | - | 35 | - | - | - | - | - | - |
| Joint Ventures: | ||||||||||||||
| Condux Tesmec Inc. | 357 | 3 | - | - | - | - | - | 1,222 | 310 | - | - | - | - | 86 |
| Marais Lucas | - | 794 | - | - | - | - | - | - | 794 | - | - | - | - | - |
| Subtotal | 357 | 797 | - | - | - | - | - | 1,222 | 1,104 | - | - | - | - | 86 |
| Relates parties: | ||||||||||||||
| Dream Immobiliare S.r.l. |
- | 77 | - | 2,784 | - | 2,951 | 2,935 | - | 77 | - | 3,781 | - | 2,714 | 2,199 |
| Ambrosio S.r.l. | - | - | - | - | - | - | 24 | - | - | - | - | - | - | 39 |
| Fi.ind. | 12 | - | - | - | - | - | - | 12 | - | - | - | - | - | - |
| TTC S.r.l. | - | - | - | - | - | - | 75 | - | - | - | - | - | - | 75 |
| M.T.S. Officine meccaniche S.p.A. |
320 | 721 | 1,686 | - | 200 | - | 36 | 552 | 315 | 1,686 | - | 200 | - | 117 |
| RX S.r.l. | 9 | - | 213 | - | 881 | - | 120 | 9 | - | 213 | - | 881 | - | 114 |
| Subtotal | 341 | 798 | 1,899 | 2,784 | 1,081 | 2,951 | 3,190 | 573 | 392 | 1,899 | 3,781 | 1,081 | 2,714 | 2,544 |
| Total | 743 | 1,595 | 1,899 | 2,784 | 1,081 | 2,951 | 3,190 | 1,830 | 1,496 | 1,899 | 3,781 | 1,081 | 2,714 | 2,630 |
Certification pursuant to Article 154-bis of Italian Legislative Decree no. 58/98
-
- The undersigned Ambrogio Caccia Dominioni and Ruggero Gambini, as the Chairman of the Board of Directors and the Manager responsible for preparing the Company's financial statements of Tesmec S.p.A., respectively, hereby certify, also taking into consideration the provisions of Article 154-bis, paragraphs 3 and 4, of Italian Legislative Decree no. 58 of 24 February 1998:
- the adequacy in relation to the characteristics of the business and
- the actual application
of the administrative and accounting procedures adopted to prepare the Interim consolidated report on operations as at 31 March 2025.
-
- We also certify that:
- 2.1 the Interim consolidated report on operations as at 31 March 2025:
- corresponds to the amounts shown in the Company's accounts, books and records;
- gives a current view of the financial position, the results of the operations and of the cash flows of the issuer and of its consolidated companies.
- 2.2 the interim report on operations refers to the important events that took place during the first three months of the financial period and their impact on the Interim consolidated report on operations, together with a description of the main risks and uncertainties for the nine remaining months of the financial period. The interim report on operations also includes a reliable analysis of information on significant transactions with related parties.
Grassobbio, 9 May 2025
Mr Ambrogio Caccia Dominioni Mr Ruggero Gambini
Chairman Manager responsible for of the Board of Directors preparing the Company's
financial statements
