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Tinexta

Earnings Release Jul 31, 2025

4493_rns_2025-07-31_3476e675-90d1-4dc0-b93c-acdbca3c63c1.pdf

Earnings Release

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Informazione
Regolamentata n.
20053-34-2025
Data/Ora Inizio Diffusione
31 Luglio 2025 13:39:43
Euronext Star Milan
Societa' : TINEXTA
Identificativo Informazione
Regolamentata
: 208622
Utenza - referente : TINEXTANSS01 - MASTRAGOSTINO JOSEF
Tipologia : 1.2
Data/Ora Ricezione : 31 Luglio 2025 13:39:43
Data/Ora Inizio Diffusione : 31 Luglio 2025 13:39:43
Oggetto : The Board of Directors has approved the
results as at 30 June 2025
Testo
del
comunicato

Vedi allegato

PRESS RELEASE

The Board of Directors has approved the results as at 30 June 2025

TINEXTA: REVENUES AND EBITDA SHOW DOUBLE-DIGIT GROWTH, STRONG ACCELERATION EXPECTED IN THE SECOND HALF OF THE YEAR

GUIDANCE 2025 CONFIRMED, EXPECTED IMPROVEMENT IN DEBT RATIO

Results 1H 2025

  • Revenues: €235.6 million, + 16.1%
  • Adjusted EBITDA: €39.0 million, +13.3%
  • EBITDA: €32.9 million, +29.2%
  • Adjusted Operating Profit: €18.3 million
  • Operating Profit: € -19.0 million
  • Net Profit: € -7.5 million vs € -6.4 million as at 30 June 2024
  • Adjusted Net Profit from continuing operations: €8.4 million
  • Adjusted Free Cash Flow from continuing operations: €47.8 million vs €25.8 million as at 30 June 2024 (€63.9 million in the last twelve months as at 30 June 2025)
  • Net financial indebtedness: €301.0 million (vs €321.8 million as at 31 December 2024)

Guidance confirmed

2025

  • Consolidated revenues: +11-13% vs 2024 (7-9% on an organic basis)
  • Adjusted EBITDA: + 15-17% vs 2024 (10-12 % on an organic basis)
  • The debt ratio (NFP/EBITDA Adjusted) is estimated to fall between 2.1x and 2.3x (improving from a leverage ratio estimated between 2.2x and 2.4x as communicated on March 6, 2025, during the approval of the FY 2024 Financial Statements)

31 July 2025 – The Board of Directors of Tinexta S.p.A., a leading provider of Digital Trust, Cybersecurity and Business Innovation services, listed on the Euronext Star Milan segment, organised and managed by Borsa Italiana, which met today under the chairmanship of Mr Enrico Salza, has approved the Interim Financial Report as at 30 June 2025.

During the first half of the year, Revenues amounted to €235.6 million (+16.1%), Adjusted EBITDA to €39.0 million (+13.3%) and Net Adjusted Profit from continuing operations was €8.4 million.

The Chairman Enrico Salza stated: "The positive results achieved, despite a context of general uncertainty and instability, confirm the operational capabilities of our Group and the validity of the strategic choices at the heart of its development, factors that will allow us to further consolidate our growth in the reference markets."

The Chief Executive Officer Pier Andrea Chevallard commented: "The 2025 financial year has shown significant growth compared to the previous year. During the first half of the year, not only did revenues increase, but there was also an increase in gross operating margin. The solid cash generation deriving from operations, which continues to support the gradual reduction in debt, is also significant. Through all its business units, Tinexta works in a constantly expanding sector, and as a Group it has all the potential to strengthen its role as a leading player in the markets in which it operates."

CONSOLIDATED GROUP RESULTS AS AT 30 JUNE 20251

Summary income statement results
(Amounts in thousands of Euro)
1st half
2025
1st half
2024
Restated2
Change Change
%
Revenues 235,643 203,021 32,621 16.1%
Adjusted EBITDA 39,007 34,442 4,564 13.3%
EBITDA 32,938 25,492 7,446 29.2%
Adjusted operating profit (loss) 18,329 19,489 (1,160) -6.0%
Operating profit (loss) (18,963) (1,877) (17,086) -910.4%
Adjusted net profit (loss) from continuing operations 8,390 11,206 (2,816) -25.1%
Net profit (loss) from continuing operations (7,523) (6,421) (1,103) -17.2%
Profit (loss) from discontinued operations 0 0 0 N/A
Net profit (7,523) (6,421) (1,103) -17.2%
Adjusted free cash flow from continuing operations 47,779 25,759 22,020 85.5%
Free cash flow from continuing operations 42,589 14,248 28,340 198.9%
Free cash flow 42,589 14,248 28,340 198.9%
Earnings (Loss) per share (in Euro) (0.19) (0.17) (0.02) -12.7%
Earnings (Loss) per share from continuing operations (in Euro) (0.19) (0.17) (0.02) -12.7%

Revenues for the first half of 2025 amounted to €235.6 million, up by 16.1% compared to the same period of the previous year. The increase in revenues attributable to organic growth was 5.0%, with the change in scope 11.1%.

As at 30 June 2025, EBITDA — including non-recurring costs — amounted to €32.9 million, an increase of 29.2% compared to the same period of the previous year, 8.7% attributable to the organic component, while the change in scope was 20.5%, having recorded lower costs for acquisitions of target companies during the first half of 2025.

Adjusted EBITDA3 for the first half of 2025 amounted to €39.0 million, up 13.3% compared to the

3Adjusted EBITDA excludes non-recurring components amounting to €5.2 million, and Long-Term Incentive Plan (LTIP) costs of €0.9 million.

1 The results for the period include the contribution of the following acquisitions: (i) Lenovys S.r.l., consolidated since 1 April 2024; (ii) Camerfirma Colombia S.A., consolidated since 1 April 2024; (iii) Warrant Funding Project S.r.l., consolidated since 30 June 2024; (iv) Tinexta Defence S.p.A. Società Benefit ("Tinexta Defence", formerly Defence Tech Holding S.p.A. Società Benefit), consolidated since 1 August 2024. The contribution of the Lenovys and Tinexta Defence acquisitions is reported as a change in scope; for Lenovys, the change in scope relates to the first 3 months of 2025.

2 The comparative data for the first half of 2024 have been restated in relation to:

the completion, during the fourth quarter of 2024, of the fair value measurement of the assets and liabilities of Studio Fieschi S.r.l., fully consolidated since 31 December 2023; the completion, during the fourth quarter of 2024, of the fair value measurement of the assets and liabilities of ABF Group S.A.S. and its subsidiary ABF Décisions, fully consolidated since 1 January 2024; the completion, during the first quarter of 2025, of the fair value measurement of the assets and liabilities of Lenovys S.r.l., fully consolidated since 1 April 2024;

the amendment of the Accounting Policy linked to the recognition of the adjustments of Liabilities for the purchase of minority shares recognised among the quota of PUT options granted to minority shareholders of subsidiaries.

same period of the previous year. The change in Adjusted EBITDA attributable to organic contraction was 2.2%, while the remaining 15.5% was due to the change in the scope of consolidation.

The Operating Result was negative and equal to €19.0 million, compared to a negative Operating Result of €1.9 million recorded during the first half of last year. The item Amortisation, depreciation, write-downs and provisions amounts to a total of €51.9 million (€27.4 million during the first half of 2024) and includes Amortisation of other intangible assets from consolidation totalling €12.6 million. The amortisation that could arise from completion of the Tinexta Defence S.p.A. Società Benefit ("Tinexta Defence", formerly Defence Tech S.p.A. Società Benefit) Business Combination, the recognition of which may result in a restatement of the balances after the date of first consolidation, is not included.

Write-downs equal to €19.6 million and include €17.9 million for non-recurring impairment of Goodwill allocated to the ABF and CertEurope CGUs.

The Net Loss from continuing operations in the first quarter of 2025 amounted to €7.5 million (compared to the Net Loss from continuing operations of €6.4 million in the same period of 2024).

Net financial income amounted to €10.7 million (compared to Net financial charges of €8.1 million during the first half of 2024). The increase of €13.9 million in Financial income relates for €13.7 million to Financial income from Acquisitions for positive adjustments of liabilities for the acquisition of minority interests.

The decrease of €4.9 million in Financial charges reflects the decrease in Financial charges for Acquisitions of €7.5 million: this item includes Charges for negative adjustments of liabilities for the acquisition of minority interests for €1.5 million and Charges for negative adjustments of potential considerations of €1.1 million.

During the first half of 2024, non-recurring charges of €2.8 million were recognised on equity investments consolidated using the equity method.

The balance of Interest Income/Expenses during the first half of the year was negative for €6.1 million (€2.8 million in the same period in 2024), mainly due to higher interest expense on bank loans, net of income from related hedging derivatives, for the use of liquidity to support acquisitions made since the first half of 2024 (especially Cybersecurity and Tinexta Defence minority interests).

Taxes were positive and amounted to €0.7 million, compared to a negative pre-tax result of €8.2 million. The tax rate for the first half of 2025 was 8.0%, lower than the theoretical rate, mainly due to:

  • Impariment of non-deductible goodwill for €17.9 million
  • Non-recurring and non-deductible provisions of €0.8 million
  • Negative taxable result for IRAP purposes of holding companies within the scope and for non-deductibility for IRAP purposes of the negative balance of Interest Income/Liabilities
  • Partial offsetting due to the non-tax relevance of the positive balance of Income and Charges for acquisitions of €16.5 million.

Adjusted Free Cash Flow from continuing operations generated during the first half of 2025 amounts to €47.8 million, up from €25.8 million during the first half of the previous year. The Free

Cash Flow from continuing operations generated during the first half of 2025 amounted to €42.6 million. The cash flow for non-recurring items during the first half of 2025 amounted to €5.2 million.

RESULTS BY BUSINESS SEGMENT

The table below shows the economic results of the Business Units, adjusted for the non-recurring items.

Adjusted condensed Income Statement by
business segment
1st half EBITDA
MARGIN
1st half EBITDA
MARGIN
Change %
(In thousands of Euro) 2025 First half
2025
2024 1st half
2024
Change Total Organic Scope of
consolidation
Adjusted revenues
Digital Trust 107,851 102,298 5,552 5.4% 5.4% 0.0%
Cybersecurity 66,163 45,312 20,851 46.0% 0.0% 46.1%
Business Innovation 66,758 59,866 6,892 11.5% 8.1% 3.4%
Other segments (Parent Company) 4,548 3,134 1,415 45.1% 45.1% 0.0%
Intra-segment -9,677 -7,589 -2,088 27.5% 23.1% 4.4%
Total adjusted revenues 235,643 203,021 32,621 16.1% 5.0% 11.1%
Adjusted EBITDA
Digital Trust 29,863 27.7% 29,424 28.8% 439 1.5% 1.5% 0.0%
Cybersecurity 9,377 14.2% 4,078 9.0% 5,299 129.9% 17.6% 112.3%
Business Innovation 8,837 13.2% 10,264 17.1% -1,427 -13.9% -22.2% 8.3%
Other segments (Parent Company) -7,873 N/A -8,395 N/A 522 6.2% 6.2% 0.0%
Intra-segment -1,196 N/A -928 N/A -268 28.9% 18.0% 10.9%
Total Adjusted EBITDA 39,007 16.6% 34,442 17.0% 4,564 13.3% -2.2% 15.5%

Digital Trust

During the first half of 2025, the BU recorded Revenues of €107.9 million, an increase of 5.4% compared to the same period of the previous year, attributable to the organic component. This growth was driven by LegalInvoice (+12%), LegalDoc (+5%) and LegalMail (+4%) solutions, also thanks to the significant growth in sales through e-commerce channels (+10%).

For the Enterprise market, Trusted Onboarding Platform solutions saw an 8% increase thanks to recurring revenues from fees and consumption by loyal customers, who increase the use of the platforms year after year.

The revenues of the LegalCert segment decreased by 7% due to the delay in revenues of the subsidiary Ascertia relating to licence sales of the proprietary product PKI in the Middle-East/North Africa market ("MENA"). A recovery of these revenues is expected during the second half year of the year.

During the first half of 2025, the BU made investments of €6.2 million, down — as expected compared to €9.9 million recorded during the same period of the previous year.

The Adjusted EBITDA of the BU amounted to €29.9 million, up 1.5% compared to the previous year. This limited growth, attributable entirely to the organic component, was determined by the aforementioned postponement of some high-margin revenues of the subsidiary Ascertia.

Cybersecurity

During the first half of 2025, the BU recorded revenues of €66.2 million, an increase of 46.0% compared to the same period of the previous year, entirely attributable to the change in the scope of consolidation from 1 August 2024 of Tinexta Defence, a subsidiary of Tinexta Defence Holding S.r.l. ("Tinexta Defence Group").

The Adjusted EBITDA of the BU amounted to €9.4 million, up 129.9% compared to the same period of the previous year. This growth is attributable for 17.6% to the organic component and for the remainder to the change in scope, due to the consolidation of Tinexta Defence since 1 August 2024.

Tinexta Cyber

Revenues of Tinexta Cyber amounted to €45.3 million, in line with the first half of 2024.

Growth in the Technology Solutions area (+6.0%) was driven by the Services component (+3.6%), mainly thanks to the execution of important projects on proprietary assets; the performance of the Products component was in line with the previous year.

The Security Solutions area saw a decrease of 8.9% during the half-year period, attributable to the decline in the Resale component (-22%), typically characterised by lower margins.

The semester was also characterised by significant participation in Public Administration tenders, obtaining the awarding of some important contracts, the contribution of which will become evident during the second part of the year.

The Adjusted EBITDA of Tinexta Cyber as at 30 June 2025 amounted to €4.8 million, up by 17.6% compared to the same period in 2024 and with a margin on revenues of 10.6% (compared to 9.0% during the first half of 2024).

The improvement in margins is mainly attributable to the positive mix of revenues and the operational efficiency strategy, which led to a decrease in SMG&A costs of 9%.

Tinexta Defence

The Revenues of the Tinexta Defence Group (consolidated since 1 August 2024) amounted to €20.9 million as at 30 June 2025, of which 63% relating to the Defence business and the remaining 37% to the Cyber business.

Tinexta Defence operates at national level in the Cybersecurity, Defence, and Space sectors and is a group recognised as strategic for national security (Italian Prime Ministerial Decree of 7 June 2018).

During the first half year of 2025, the Communication & Control Systems division grew by 68% compared to the previous year thanks to the expansion of the business developed for large national Defence players thanks to several newly activated national and international programmes.

The Cyber Security & Technology division grew by 15% through the sale of data intelligence and cybersecurity solutions and products, as well as the provision of cybersecurity services linked to public tenders for the improvement of the cybersecurity posture of administrations (through the National Recovery and Resilience Plan).

In this area, the first half of 2025 saw the first concrete results of the Group synergies for Cybersecurity services through public tenders; the group composed of Next Ingegneria dei Sistemi (Tinexta Defence Group) and Tinexta Cyber came first in the tender issued by the European Union Agency for Cybersecurity ("ENISA") for the supply of cybersecurity services in Italy (ENISA/2024/OP/0005).

During the first half of 2025, Tinexta Defence's Adjusted EBITDA stood at €4.6 million, with a margin on revenues of 21.9%.

Business Innovation

During the first half of 2025, the BU's revenues amounted to €66.8 million, an increase of 11.5% compared to the same period in the previous year, mainly attributable to the organic component and to a lesser extent to the change in the scope due to the effect of the consolidation of Lenovys (1 April 2024).

The organic growth (+8.1%) is mainly attributable to the Subsidised Services segment: (i) on the French market (+25.8%) largely attributable to ABF from the approval of a number of dossiers initially expected in 2024; (ii) on the Italian market (+4.5%), thanks to the contribution of Automatic Subsidised Finance instruments (Industry 4.0 and 5.0, Patent Box), consulting activities for European Funds and the financing of large, strategic projects.

Revenues from Digital Marketing also increased (+26.1%), mainly relating to the advertising component, while the ESG, Export, and Digital & Innovation business lines collectively recorded a slightly better performance than the previous year (+1.8%).

Despite the delays in the implementation of the new Industry 5.0 plan and the application complexities, which have affected the growth trend in revenues, the orders portfolio of the BU relating to this investment programme is in line with expectations. The difficulties in the application process and the slower-than-expected start meant that, in July 2025, resources of around €1.4 billion were reserved (against a total allocation of €6.3 billion); this led the Government to assess the reallocation of unused resources for approximately €3-3.5 billion.

Discussions are currently underway with the European Community for the granting of a possible extension of the terms for the conclusion of the investments.

With reference to Industry 4.0, on 17 June 2025 the platform for the booking of the €2.2 billion

allocated was activated; at the application deadline (17 July 2025) there were €1.3 billion resources booked (with €932.5 million still available). .

In France, a climate of political uncertainty persists, which still affects the performance of the subsidiaries in the area. The considerable public debt (112% of GDP) forced the new Prime Minister François Bayrou to introduce, via the Budget Law, spending restraint measures, including the temporary "freezing" of some appropriations also provided for in the France 2030 plan and the review of the eligibility criteria for projects eligible for funding.

This context has led to a further slowdown in the awarding of public tenders (in particular France 2030) and the delay in the launch of new project calls (e.g., decarbonisation), with consequent uncertainty on the maintenance of existing budgets, a reduction in the success rate, and growing caution on the part of investors.

The Adjusted EBITDA of the BU amounted to €8.8 million during the first half of 2025, down by 13.9% compared to the previous year, with a margin on revenues of 13.2% (compared to 17.1% during the same period of 2024).

This trend is mainly attributable to the increase in labour costs, which, at the end of the second quarter, had not yet been matched by an increase in revenues expected in the second half of the year.

SUMMARY OF SECOND QUARTER 2025 RESULTS

The Group achieved Revenues of €120,4 million. EBITDA amounted to €15,9 million. Adjusted EBITDA equal to €20.3 million (corresponding to 16.9% of Revenues).

The Operating Result was negative for €19.4 million due to the effect of non-recurring impairment of goodwill recorded during the quarter. The Net Loss from continuing operations is equal to €11.1 million.

Summary income statement results
(Amounts in thousands of Euro)
2nd
Quarter
2025
2nd
Quarter
2024
Restated4
Change Change
%
Revenues 120,107 104,587 15,520 14.8%
Adjusted EBITDA 20,300 19,328 972 5.0%
EBITDA 15,852 17,096 (1,244) -7.3%
Adjusted operating profit (loss) 9,858 11,593 (1,735) -15.0%
Operating profit (loss) (19,402) 3,044 (22,446) -737.4%
Adjusted net profit (loss) from continuing operations 4,619 5,979 (1,360) -22.8%
Net profit (loss) from continuing operations (11,063) 2,145 (13,207) -615.8%
Profit (loss) from discontinued operations 0 0 0 N/A
Net profit (11,063) 2,145 (13,207) -615.8%
Adjusted free cash flow from continuing operations 14,146 (1,482) 15,628 -1054.5%
Free cash flow from continuing operations 9,959 (7,124) 17,083 -239.8%
Free cash flow 9,959 (7,124) 17,083 -239.8%
Earnings (Loss) per share (in Euro) (0.24) 0.05 (0.29) -615.8%
Earnings (Loss) per share from continuing operations (in Euro) (0.24) 0.05 (0.29) -615.8%

Revenues grew by 15.2% compared to the second half of 2024. The increase in Revenues attributable to the organic growth was 3.6%, with the change in scope contributing 11.6%.

GROUP NET FINANCIAL INDEBTEDNESS

Net Financial Indebtedness as at 30 June 2025 amounted to €301.0 million, a decrease of €20.8 million compared to 31 December 2024. The change in net financial indebtedness compared to the first half of 2024 and the last twelve months (to 30 June) is shown below.

4 The comparative data for the second quarter of 2024 have been restated in relation to:

the completion, during the fourth quarter of 2024, of the fair value measurement of the assets and liabilities of Studio Fieschi S.r.l., fully consolidated since 31 December 2023; the completion, during the fourth quarter of 2024, of the fair value measurement of the assets and liabilities of ABF Group S.A.S. and its subsidiary ABF Décisions, fully consolidated since 1 January 2024; the completion, during the first quarter of 2025, of the fair value measurement of the assets and liabilities of Lenovys S.r.l., fully consolidated since 1 April 2024;

the amendment of the Accounting Policy linked to the recognition of the adjustments of Liabilities for the purchase of minority shares recognised among the quota of PUT options granted to minority shareholders of subsidiaries.

In thousands of Euro First half 2025 1st half
2024
Restated
Last 12 months to 30 June
2025
Total financial indebtedness - opening balance 321,809 102,047 277,417
Adjusted free cash flow from continuing operations (47,779) (25,759) (63,898)
Non-recurring components of Free cash flow from continuing operations 5,191 11,511 4,420
Free cash flow from discontinued operations 0 0 0
Net financial (income) charges 5,469 2,938 12,068
Approved dividends 18,899 26,956 18,899
New leases and adjustments to existing contracts 3,467 5,694 4,784
Acquisitions 8,312 153,945 76,064
Adjustment of Put options (16,707) 6,073 (40,279)
Adjustment of contingent considerations 237 (3,473) 3,098
Non-ordinary investments in Tangible and intangible Assets 0 0 2,761
Treasury shares 0 (4,106) (510)
OCI derivatives 908 974 4,447
Other residual 1,217 616 1,752
Total financial indebtedness - closing balance 301,021 277,417 301,021

Adjusted Free Cash Flow from continuing operations amounted to €47.8 million (€25.8 million in the same period of the previous year). Free Cash Flow from continuing operations came to €42.6 million: €55.1 million of Net Cash Flow generated by operating activities gross of €12.5 million of investments in Property, plant and equipment and Intangible assets (compared with €16.1 the previous year).

In thousands of Euro First half
2025
First half
2024
Last 12 months
to 30 June
2025
Cash and cash equivalents generated by continuing operations 56,955 45,311 104,229
Income taxes paid on continuing operations (1,817) (14,933) (9,278)
Net cash and cash equivalents generated by continuing operations 55,138 30,378 94,951
Investments in Property, plant and equipment and Intangible assets for continuing operations (12,549) (16,130) (38,233)
Non-ordinary investments in Property, plant and equipment and Intangible assets 2,761
Free cash flow from continuing operations 42,589 14,248 59,479
Cash flow from non-recurring components 5,191 11,511 4,420
Adjusted Free cash flow from continuing operations 47,779 25,759 63,898

New leases and adjustments to existing contracts during the first half of 2025 resulted in an increase in financial indebtedness of €3.5 million.

Acquisitions are equal to €8.3 million and reflect the cash-out linked to the acquisition of the Linkverse S.r.l. Digital Trust division (€7.9 million) by Tinexta Infocert. The completion of the transaction saw the recognition of an Enterprise Value of € 8.3 million.

The item "Put option adjustment" amounted to €16.7 million and reflects the change in the results

of the companies concerned, the revaluation due to the passage of time, and the change in the discount rate.

Outlook

In light of the results of the first half of 2025, the Board of Directors confirms its expectations for the current financial year5 of consolidated Revenue growth in 2025, between 11% and 13% compared to 2024 (7-9% on an organic basis), with Adjusted EBITDA growing between 15% and 17% compared to 2024.

At the end of 2025 the debt ratio (NFP/EBITDA Adjusted) is estimated to fall between 2.1x and 2.3x (improving from a leverage ratio estimated between 2.2x and 2.4x communicated on March 6, 2025, during the approval of the FY 2024 Financial Statements).

****

The Manager responsible for preparing the company's financial reports, Oddone Pozzi, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

The Half-Yearly Financial Report at 30 June 2025 will be made available to the public within the legal deadlines, at the Company's registered office (Piazzale Flaminio, 1/B - 00196 Rome), on the e-Market storage authorised storage mechanism () and on the Company's website: https://tinexta.com/en/investor-relations/calendario-e-dati-finanziari.

CONFERENCE CALL

The Company will present the Results of the first half of 2025 in the Conference Call to be held on today's date, at 3:00 p.m.

Investors and analysts interested in participating are invited to register at the following link: Call link

For further information please contact the Investor Relations Office: [email protected].

The Company announces that Silvia Marinari, Group Chief Human Resources and Organisation Officer, has resigned with effect from 12 September 2025.

****

Following this circumstance, the Company will take the necessary organisational measures. The Company thanks Silvia Marinari for her fruitful work and wishes her well for her career.

To the best of Tinexta's knowledge, Silvia Marinari does not hold any ordinary shares in the Company.

5It is important to note that these forecasts are based on different assumptions, expectations, projections and provisional data relating to future events and are subject to a number of uncertainties and other factors that are out of the control of the Tinexta Group. There are numerous factors, which may generate results and performances that are notably different with respect to the implicit or explicit contents of the provisional information and, therefore, this information is not a reliable guarantee of future performances.

TINEXTA S.p.A.

Tinexta is an industrial Group that offers innovative solutions for the digital transformation and growth of companies, professionals and institutions. Listed on the Euronext STAR Milan (MIC: MTAA), it is included in the European Tech Leader index as a high-growth tech company. Based in Italy with representatives in 12 countries spread across Europe and Latin America and over 3,000 employees, Tinexta is active in the strategic Digital Trust, Cybersecurity and Business Innovation sectors. As at 31 December 2024, the Group reported consolidated revenues of €455 million, Adjusted EBITDA of €111 million and Net profit of €25 million.

www.tinexta.com | Stock ticker: TNXT, ISIN Code IT0005037210

Corporate Communication

Alessandra Ruzzu Tel. +39 06 42 01 26 31 [email protected] Press Office

Carla Piro Mander Tel. +39 06 42 01 26 31 [email protected]

Barabino & Partners Stefania Bassi Tel. +39 335 6282 667 [email protected]

Investor Relations

Josef Mastragostino Tel. +39 06 42 01 26 31 [email protected]

STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Six months ended 30 June
2024
Amounts in thousands of Euro 2025 Restated6
Revenues 235,643 203,021
of which vs. related parties 1,546 88
Costs of raw materials (14,415) (12,274)
Service costs (74,315) (64,384)
of which vs. related parties (1,273) (550)
of which non-recurring (2,521) (3,766)
Personnel costs (104,666) (94,217)
of which non-recurring (2,178) (2,739)
Contract costs (6,898) (4,271)
Other operating costs (2,411) (2,383)
of which vs. related parties 0 (4)
of which non-recurring (451) (24)
Amortisation and depreciation (31,449) (25,000)
Provisions (837) (186)
of which non-recurring (770) 0
Impairment (19,615) (2,183)
of which non-recurring (17,857) 0
Total Costs (254,606) (204,898)
OPERATING PROFIT (18,963) (1,877)
Financial income 20,673 6,809
of which vs. related parties 30 32
of which non-recurring 0 202
Financial charges (9,946) (14,861)
of which vs. related parties (16) (7)
of which non-recurring (293) (2,778)
Net financial income (charges) 10,727 (8,053)
Share of profit of equity-accounted investments, net of tax effects 58 299
PROFIT BEFORE TAX (8,179) (9,631)
Income taxes 655 3,210
of which non-recurring (1,522) 4,490
NET PROFIT FROM CONTINUING OPERATIONS (7,523) (6,421)
NET PROFIT (7,523) (6,421)

6 The comparative data for the first half of 2024 have been restated in relation to:

the completion, during the fourth quarter of 2024, of the fair value measurement of the assets and liabilities of Studio Fieschi S.r.l., fully consolidated since 31 December 2023; the completion, during the fourth quarter of 2024, of the fair value measurement of the assets and liabilities of ABF Group S.A.S. and its subsidiary ABF Décisions, fully consolidated since 1 January 2024; the completion, during the first quarter of 2025, of the fair value measurement of the assets and liabilities of Lenovys S.r.l., fully consolidated since 1 April 2024.

the amendment of the Accounting Policy linked to the recognition of the adjustments of Liabilities for the purchase of minority shares recognised among the quota of PUT options granted to minority shareholders of subsidiaries.

Six months ended 30 June
Amounts in thousands of Euro 2025 2024
Other components of the comprehensive income statement
Components that will never be reclassified to profit or loss
Change in fair value of equity investments measured at fair value through OCI 6 0
Total components that will never be reclassified to profit or loss 6 0
Components that may be later reclassified to profit or loss:
Exchange rate differences from the translation of foreign financial statements (1,489) 374
Profits (losses) from measurement at fair value of derivative financial instruments (908) (974)
Tax effect 218 233
Total components that may be later reclassified to profit or loss (2,178) (366)
Total other components of comprehensive income for the period, net of tax effects (2,172) (366)
Total comprehensive income for the period (9,695) (6,787)
Net profit attributable to:
Group (8,747) (7,730)
Minority interests 1,224 1,309
Total comprehensive income for the period attributable to:
Group (10,655) (8,168)
Minority interests 959 1,382
Earnings per share
Basic earnings per share (in Euro) (0.19) (0.17)
- of which from continuing operations (0.19) (0.17)
- of which from discontinued operations 0.00 0.00
Diluted earnings per share (in Euro) (0.19) (0.17)
- of which from continuing operations (0.19) (0.17)
- of which from discontinued operations 0.00 0.00

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Amounts in thousands of Euro 30/06/2025 31/12/2024
Restated7
ASSETS
Property, plant and equipment 64,403 67,452
Intangible assets and goodwill 704,951 727,016
Equity-accounted investments 1,981 1,923
Other equity investments 2,916 2,807
Other financial assets, excluding derivative financial instruments 3,661 3,458
of which vs. related parties 968 738
Derivative financial instruments 454 1,275
Deferred tax assets 8,109 7,424
Trade and other receivables 3,467 3,846
Contract cost assets 6,954 9,548
NON-CURRENT ASSETS 796,896 824,749
Inventories 1,792 2,294
Other financial assets, excluding derivative financial instruments 21,317 21,345
of which vs. related parties 2,069 2,100
Derivative financial instruments 372 358
Current tax assets 8,117 8,833
Trade and other receivables 157,414 179,965
of which vs. related parties 760 700
Contract assets 51,366 50,032
of which vs. related parties 1 0
Contract cost assets 8,577 6,102
Cash and cash equivalents 46,560 72,765
of which vs. related parties 8 2,292
CURRENT ASSETS 295,515 341,693
TOTAL ASSETS 1,092,411 1,166,442

7 The comparative figures as at 31 December 2024 have been restated in relation to the completion in the first quarter of 2025 of the fair value measurement of the assets and liabilities of Lenovys S.r.l. and Camerfirma Colombia S.A.S., which have been fully consolidated since 1 April 2024.

Amounts in thousands of Euro 30/06/2025 31/12/2024
Restated
SHAREHOLDERS' EQUITY AND LIABILITIES
Share capital 47,207 47,207
Treasury shares (22,775) (22,775)
Share premium reserve 55,439 55,439
Other reserves 303,857 327,623
Shareholders' equity attributable to the Group 383,727 407,493
Minority interests 48,461 52,608
TOTAL SHAREHOLDERS' EQUITY 432,188 460,101
LIABILITIES
Provisions 3,439 3,390
Employee benefits 24,348 23,023
Financial liabilities, excluding derivative financial instruments 205,610 281,897
of which vs. related parties 262 867
Derivative financial instruments 1,730 1,525
Deferred tax liabilities 25,725 28,050
Contract liabilities 18,400 19,141
of which vs. related parties 2 3
Deferred income 316 595
NON-CURRENT LIABILITIES 279,568 357,620
Provisions 1,241 1,316
Employee benefits 171 186
Financial liabilities, excluding derivative financial instruments 162,344 134,124
of which vs. related parties 524 233
Derivative financial instruments 41 5
Trade and other payables 126,684 122,643
of which vs. related parties 950 495
Contract liabilities 84,020 83,085
of which vs. related parties 76 98
Deferred income 3,376 4,161
Current tax liabilities 2,779 3,201
CURRENT LIABILITIES 380,656 348,721
TOTAL LIABILITIES 660,223 706,340
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,092,411 1,166,442

CONSOLIDATED STATEMENT OF CASH FLOWS

Six months ended 30 June
2024
Amounts in thousands of Euro 2025 Restated8
Cash flows from operations
Net profit (7,523) (6,421)
Adjustments for:
- Amortisation and depreciation 31,449 25,000
- Impairment (Revaluations) 19,615 2,183
- Provisions 837 186
- Provisions for share-based benefit plans 616 2,117
- Net financial charges (10,727) 8,053
-
of which vs. related parties
(14) (25)
- Share of profit of equity-accounted investments (58) (299)
- Losses (Profit) from the sale of fixed assets (23) 15
- Income taxes (655) (3,210)
Changes in:
- Inventories 501 103
- Contract cost assets 120 (2,048)
- Trade and other receivables and Contract assets 18,444 15,433
-
of which vs. related parties
(61) 612
- Trade and other payables 4,116 (2,532)
-
of which vs. related parties
455 (330)
- Provisions and employee benefits 342 615
- Contract liabilities and deferred income, including public contributions (98) 6,115
-
of which vs. related parties
(22) (61)
Cash and cash equivalents generated by operations 56,955 45,311
Income taxes paid (1,839) (14,933)
Net cash and cash equivalents generated by operations 55,116 30,378
of which discontinued operations 0 0
Cash flows from investments
Interest collected
632 1,335
-
of which vs. related parties
61 0
Collections from sale or repayment of financial assets 1,142 22,049
Disinvestments from equity-accounted investments 24 (0)
Investments in unconsolidated equity investments (172) (128)
Divestments in unconsolidated equity investments 65 0
Investments in other financial assets (1,817) (3,045)
-
of which vs. related parties
(230) 0
Investments in property, plant and equipment (1,205) (3,466)
Investments in intangible assets (11,346) (12,664)
Increases in the scope of consolidation, net of liquidity acquired (7,911) (74,036)
Net cash and cash equivalents generated/(absorbed) by investments (20,589) (69,955)
of which discontinued operations 0 0

8 The comparative data for the first half of 2024 have been restated in relation to:

the completion, during the fourth quarter of 2024, of the fair value measurement of the assets and liabilities of Studio Fieschi S.r.l., fully consolidated since 31 December 2023; the completion, during the fourth quarter of 2024, of the fair value measurement of the assets and liabilities of ABF Group S.A.S. and its subsidiary ABF Décisions, fully consolidated since 1 January 2024; the completion, during the first quarter of 2025, of the fair value measurement of the assets and liabilities of Lenovys S.r.l., fully consolidated since 1 April 2024.

the amendment of the Accounting Policy linked to the recognition of the adjustments of Liabilities for the purchase of minority shares recognised among the quota of PUT options granted to minority shareholders of subsidiaries.

Six months ended 30 June
Amounts in thousands of Euro 2025 2024
Restated
Cash flows from financing
Purchase of minority interests in subsidiaries (34) (54,475)
Interest paid (5,630) (3,334)
-
of which vs. related parties
3 (10)
MLT bank loans taken out 0 69,577
Repayment of MLT bank loans (30,324) (41,782)
ST bank loans taken out 12,000 0
Repayment of ST bank loans (2,000) 0
Repayment of price deferment liabilities on acquisitions of equity investments (1,444) (874)
Repayment of contingent consideration liabilities (4,550) (1,153)
Change in other current bank payables (4,847) 4,341
-
of which vs. related parties
262 (42)
Change in other financial payables (499) 879
-
of which vs. related parties
35 0
Repayment of lease payables (4,244) (3,316)
-
of which vs. related parties
(107) (185)
Sale (Purchase) of treasury shares 0 4,106
Dividends paid (18,617) (28,599)
Net cash and cash equivalents generated/(absorbed) by financing (60,190) (54,632)
of which discontinued operations 0 0
Net increase (decrease) in cash and cash equivalents (25,662) (94,209)
Cash and cash equivalents as at 1 January 72,765 161,678
Exchange rate effect on cash and cash equivalents (543) 117
Cash and cash equivalents at the end of the period 46,560 67,586

TOTAL FINANCIAL INDEBTEDNESS OF THE GROUP

In thousands of Euro 30/06/2025 Comparison as at 31 December
2024
Comparison as at 30 June 2024
31/12/2024 Δ % Δ 30/06/2024 Δ % Δ
A Cash 46,560 70,748 (24,188) -34.2% 61,086 (14,526) -23.8%
B Cash equivalents 0 2,017 (2,017) -100.0% 6,500 (6,500) -100.0%
C Other current financial assets 21,317 21,345 (27) -0.1% 5,223 16,095 308.1%
D Liquidity (A+B+C) 67,877 94,109 (26,232) -27.9% 72,809 (4,932) -6.8%
E Current financial debt 65,349 59,893 5,457 9.1% 38,336 27,013 70.5%
F Current portion of non-current financial debt 96,663 73,878 22,785 30.8% 61,093 35,570 58.2%
G Current financial indebtedness (E+F) 162,013 133,771 28,242 21.1% 99,429 62,584 62.9%
H Net current financial indebtedness (G-D) 94,136 39,662 54,474 137.3% 26,620 67,515 253.6%
I Non-current financial debt 206,885 282,147 (75,262) -26.7% 250,797 (43,912) -17.5%
L Non-current financial indebtedness (I+J+K) 206,885 282,147 (75,262) -26.7% 250,797 (43,912) -17.5%
M Total financial indebtedness (H+L) (*) 301,021 321,809 (20,788) -6.5% 277,417 23,604 8.5%
N Other non-current financial assets 3,661 3,458 203 5.9% 2,888 773 26.8%
O Total adjusted financial indebtedness (M-N) 297,360 318,351 (20,991) -6.6% 274,529 22,831 8.3%

(*) Total financial indebtedness calculated in accordance with the provisions of CONSOB Communication no. 6064293 of 28 July 2006 and in compliance with the Warning Notice no. 5/21 issued by CONSOB on 29 April 2021 with reference to the Guideline ESMA32-382-1138 dated 4 March 2021.

Fine Comunicato n.20053-34-2025 Numero di Pagine: 20
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