Investor Presentation • Mar 24, 2025
Investor Presentation
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Milan – March 25, 2025

This company presentation includes:
➢ forward-looking data based on internal management assumptions that are subject to material changes, including changes due to external factors beyond the Group's control
➢ management data, when presented, are identified as such
Business unit data are divisional and include intra-BU items, which are instead eliminated at a Group level
For detailed information on Tinexta S.p.A., it is recommended to refer to the company's documentation, including the latest interim reports and the Company's financial statements


1

Tinexta is an industrial Group that offers innovative solutions for the digital transformation and the growth of companies, professionals, and institutions. The Group is active in the strategic sectors of Digital Trust, Cybersecurity, and Business Innovation
Headquartered in Italy and listed on the STAR segment of the Euronext Milan stock exchange, Tinexta is part of the European Tech Leader Index as a high-growth tech Group





Company Overview

NFP/EBITDA ADJ. 2.79x

(1) Includes DTH's proforma EBITDA Adj. contribution from January 1, 2024
1
| Company Overview | Revenues1 EBITDA Adj.1 NFP/EBITDA Adj.1 |
|
|---|---|---|
| FY'24 | € 455M € 111M 2.79x2 |
|
| Business Units at a glance | vs PY | + 8% + 15% |
| Digital Trust | Cybersecurity | Business Innovation |
| PROVIDES innovative products and certified solutions to ensure security and reliability of digital transactions as well as dematerialization of business processes, meeting all applicable national and international regulatory requirements |
PROTECTS clients by offering custom proprietary solutions and consulting services for the mitigation of risks in the digital industry, as well as the safekeeping of data and information, with the aim to create a unique national cybersecurity hub |
ADVISES companies through their business development phases, digital marketing, and expansion of commercial activities – even abroad – as well as providing targeted consultancy on subsidized and corporate finance solutions, innovation, and access to EU funds |
| CERTIFIED E-MAIL DIGITAL ARCHIVING |
IMPLEMENTATION ADVISORY SERVICES |
SUBSIDIZED TRAINING FINANCE |
| TRUSTED ONBOARDING DIGITAL IDENTITY PLATFORM ELECTRONIC E-SIGNATURE INVOICING & GOSIGN |
DIGITAL MANAGED SECURITY PRODUCTS SERVICES |
DIGITAL EUROPEAN & INNOVATION FUNDING DIGITAL SUSTAINABILITY MARKETING & ENERGY CORPORATE INTERNATIONALIZATION FINANCE SERVICES |
| Revenues1 1 Margin1 EBITDA Adj. |
Revenues1 1 Margin1 EBITDA Adj. |
Revenues1 1 Margin1 EBITDA Adj. |
| € 207M € 65M 32% FY'24 |
€ 106M € 18M 17% FY'24 |
€ 152M € 44M 29% FY'24 |
| Margin still at + 14% + 19% vs PY historical high |
Significant + 19% + 19% vs PY margin |
+ 16% - 10% vs PY Lower on mix |

(1) FY 2024 results include contribution from the acquisitions of: Ascerta Ltd and its subsidiaries ("Ascertia"), consolidated from August 1, 2023; Studio Fieschi consolidated from December 31, 2023; ABF Group SAS and ABF Décisions ("ABF") consolidated from January 1, 2024; Lenovys consolidated from April 1, 2024; Camerfirma Colombia SA consolidated from April 1, 2024; Warrant Funding Project consolidated from June 30, 2024; Defence Tech Holding ("DTH") consolidated from August 1, 2024
7
(2) Includes DTH's proforma EBITDA Adj. contribution from January 1, 2024
| Foundation | Consolidation | Cybersecurity | M&A development | Further growth | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 9 0 0 2 |
> TecnoHolding as main institutional shareholder 1 (Italian Chambers of Commerce) > Acquisition of InfoCert 2 |
> Acquisition of Visura, 6 0 Innolva, Revaluta, and 2 WarrantHub 0 0 > Entrance in the STAR segment of Euronext 2 Milan (Borsa Italiana) |
> Acquisition of Yoroi, 2 Corvallis, and Swascan 2 > Start-up of Tinexta 0 Cyber 2 |
4 > Acquisition of Evalue, Enhancers, Plannet, Lan&Wan 2 > Disposal of the CIM division 0 > Intesa Sanpaolo enters 2 WarrantHub's share capital > Signing for 20% of Defence Tech |
> Incorporation of Yoroi, Corvallis, Swascan under Tinexta Cyber > Acquisition of Lenovys > Full completion of Defence Tech acquisition |
||||||||
| 2014 EBITDA: € 11M Leverage: 5.1x Employees: 584 |
2015 EBITDA: € 25M Leverage: 1.9x Employees: 612 |
2017 EBITDA: € 41M Leverage: 2.6x Employees: 1,187 |
2020 EBITDA: € 78M Leverage: 1.2x Employees: 1,403 |
2021 EBITDA Adj.: € 99M Leverage: 1.97x Employees: 2,393 |
2022 EBITDA Adj.: € 95M Leverage: 0.82x Employees: 2,354 |
2023 EBITDA Adj.: € 103M Leverage: 0.99x Employees: 2,583 |
2024 EBITDA Adj.: € 111M 1 Leverage: 2.79x Employees: 3,168 |
||||||
| 4 1 0 2 |
Financial markets > Listing on the Euronext Growth (formerly «AIM») segment of Euronext Milan (Borsa Italiana) |
Internationalization 7 > Acquisition of Camerfirma > Integration of companies 1 in key European markets 0 2 |
1 2 0 2 |
European expansion > Acquisition ForValue, and > Partnership with Leonardo > Bregal InfoCert's |
of Queryo CertEurope Milestone enters share capital |
Evolution 3 Advance, > Acquisition of Ascertia > Closing of 20% of Defence Tech 2 0 CertEurope's 2 ownership |
and ABF Group > Acquisition of the remaining portion of capital, reaching 100% |

Company Overview
35 SUBSIDIARIES
COUNTRIES 12
EMPLOYEES, OF WHICH 2,500+ IN ITALY 3,000 +
International 17% 2024 REVENUES

Company Overview
321.8
2.79x 1
€ M


77.6
102.0



| M&A in France | |
|---|---|
Closing of acquisition of the 73.9% of French Group ABF (Business Innovation BU)
Renewal of Corporate Bodies (Board of Directors and Board of Statutory Auditors) until FY 2027
Government changes, significant budget revisions, and overall political unrest in France affecting ABF's performance
Introduction of a new business line Acquisition of Lenovys (60%) and launch of a new advisory business line in the Business Innovation BU
Completion of Mandatory Tender Offer on Defence Tech with subsequent delisting of the company
Drawing the base for NIS2 and DORA regulation, as well as Industry 5.0, as drivers for future growth
Cybersecurity BU Integration
Acquisition of remaining shares of Corvallis, Yoroi, and Swascan, with subsequent integration under Tinexta Cyber
Focus on the integration and reorganization of recent M&As within Tinexta Cyber, leading to changes in leadership
Centralization of Key Business Activities Parent Company Tinexta S.p.A. acting as a provider of shared services for subsidiaries (e.g., HR, AFC, Innovation, M&A, etc.)
Dividend proposal: € 0.30 per share

FY 2024 Highlights & Financials

ABF was strongly impacted by macroeconomic and country-specific downturns, leading to a very low performance

In-depth analysis of the order book, customer base, and clientele projects, with a close scrutiny of process application, cost analysis, and resource allocation

Slowdowns in Cybersecurity caused by the merger by incorporation of three acquired companies (Corvallis, Yoroi, Swascan), the different revenue mix, as well as lower operational efficiency in services

Improvement of services integration, optimization of proprietary vs third-party related services, and reorganization of the Sales and Operations departments

Business Innovation was mainly affected by delays in the implementation of Industry 5.0, lower deductible rates for Industry 4.0, and increase in revenues from lower margin activities

Integration of all business lines in a unique, leaner advisory framework, simplified organizational model focused on improved delivery, higher efficiency on employee responsibilities

FY 2024 Highlights & Financials





FY 2024 results show Revenues at 455.0 million euros, EBITDA Adj. at 110.8 million euros, and Net Profit at 24.9 million euros
EBITDAAdjusted at 110.8 million euros
EBITDAAdjusted margin at 24.4% (vs 26.0% in PY)
EBITDA reported at 99.0 million euros (+ 5.5% vs PY)
EBITDA reported margin at 21.8%
Net Profit from continuing ops. came in at 24.9 million euros
Adjusted Free Cash Flow at 41.9 million euros
NFP/EBITDAAdj. at 2.79x on a proforma basis1


| € M | % | FY'23 | % | FY 2024 on 2023 |
% | with Acquisitions | LFL2023 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| FY'24 | Δ | Δ% | Δ | Δ% | ||||||
| Revenues | 455.0 | 100% | 395.8 | 100% | 404.2 | 100% | 59.3 | 15.0% | 8.4 | 2.1% |
| Total Operating Costs | (344.2) | (75.6%) | (292.8) | (74.0%) | (307.2) | (76.0%) | (51.4) | 17.5% | (14.4) | 4.9% |
| Service & Other Costs | (172.3) | (37.9%) | (138.4) | (35.0%) | (154.8) | (38.3%) | (33.9) | 24.5% | (16.4) | 11.8% |
| Personnel Costs |
(171.9) | (37.8%) | (154.4) | (39.0%) | (152.3) | (37.7%) | (17.5) | 11.3% | 2.0 | (1.3%) |
| EBITDA Adjusted | 110.8 | 24.4% | 103.0 | 26.0% | 97.0 | 24.0% | 7.9 | 7.7% | (6.0) | (5.8%) |
| Share Based Payments & Other non-recurring costs | (11.8) | (2.6%) | (9.1) | (2.3%) | (11.6) | (2.9%) | (2.7) | 29.4% | (2.5) | 26.9% |
| EBITDA | 99.0 | 21.8% | 93.8 | 23.7% | 85.4 | 21.1% | 5.2 | 5.5% | (8.4) | (9.0%) |
| Depreciation, amortization, provisions, and impairment | (59.9) | (13.2%) | (42.0) | (10.6%) | (50.0) | (12.4%) | (17.9) | 42.6% | (8.0) | 19.1% |
| Operating Profit | 39.1 | 8.6% | 51.8 | 13.1% | 35.4 | 8.8% | (12.7) | (24.5%) | (16.4) | (31.7%) |
| Financial Income | 9.0 | 2.0% | 7.8 | 2.0% | 7.3 | 1.8% | 1.2 | 15.1% | (0.4) | (5.8%) |
| Financial Charges | (22.7) | (5.0%) | (9.4) | (2.4%) | (19.3) | (4.8%) | (13.4) | 142.4% | (9.9) | 105.9% |
| Net financial Charges | (13.8) | (3.0%) | (1.6) | (0.4%) | (12.0) | (3.0%) | (12.2) | NM | (10.4) | NM |
| Profit of equity-accounted investments |
1.3 | 0.3% | (0.2) | 0.0% | 1.3 | 0.3% | 1.5 | NM | 1.5 | NM |
| Profit Before Taxes |
26.6 | 5.8% | 50.0 | 12.6% | 24.7 | 6.1% | (23.4) | (46.8%) | (25.4) | (50.7%) |
| Income Taxes |
(1.7) | (0.4%) | (16.2) | (4.1%) | (2.1) | (0.5%) | 14.5 | (89.3%) | 14.1 | (87.2%) |
| Net Profit of Continuing Operations | 24.9 | 5.5% | 33.8 | 8.5% | 22.6 | 5.6% | (9.0) | (26.5%) | (11.2) | (33.2%) |
| Profit of Discontinued Operations |
0.0 | N/A | 35.6 | N/A | 0.0 | N/A | (35.6) | N/A | (35.6) | N/A |
| Net Profit | 24.9 | 5.5% | 69.4 | N/A | 22.6 | 5.6% | (44.6) | (64.2%) | (46.9) | (67.5%) |


| € M | EBITDA | Operating profit | Net profit from continuing operations |
||||
|---|---|---|---|---|---|---|---|
| FY 2024 | FY 2023 | FY 2024 | FY 2023 | FY 2024 | FY 2023 | ||
| Reported income statement results | 99.0 | 93.8 | 39.1 | 51.8 | 24.9 | 33.8 | |
| Non-recurring service costs | 5.4 | 3.3 | 5.4 | 3.3 | 5.4 | 3.3 | |
| LTI incentive plans | 2.5 | 4.2 | 2.5 | 4.2 | 2.5 | 4.2 | |
| Non-recurring personnel costs | 3.5 | 0.9 | 3.5 | 0.9 | 3.5 | 0.9 | |
| Other non-recurring operating costs | 0.4 | 0.7 | 0.4 | 0.7 | 0.4 | 0.7 | |
| Amortisation of other intangible assets from consolidation | 24.4 | 18.5 | 24.4 | 18.5 | |||
| Non-recurring provisions | 0.8 | 0.1 | 0.8 | 0.1 | |||
| Non-recurring financial income | (0.2) | (1.3) | |||||
| Contingent Consideration | (0.3) | 0.2 | |||||
| Non-recurring financial charges | 5.4 | 1.3 | |||||
| Tax effect on adjustments | (9.3) | (7.3) | |||||
| Non-recurring taxes |
(7.2) | 0.0 | |||||
| Adjusted income statement results | 110.8 | 103.0 | 76.1 | 79.6 | 50.3 | 54.5 | |
| Change from previous year | + 7.7% | (4.3%) | (7.7%) |

FY 2024 Highlights & Financials
€ M


GROUP
FY 2024 – Business Unit Overview1

FY 2023 FY 2024 FY 2023 FY 2024 Revenues EBITDA Adj.
15.0 17.8

(1) FY 2024 results include contribution from the acquisitions of: Ascerta Ltd and its subsidiaries ("Ascertia"), consolidated from August 1, 2023; Studio Fieschi consolidated from December 31, 2023; ABF Group SAS and ABF Décisions ("ABF") consolidated from January 1, 2024; Lenovys consolidated from April 1, 2024; Camerfirma Colombia SA consolidated from April 1, 2024; Warrant Funding Project consolidated from June 30, 2024; Defence Tech Holding ("DTH") consolidated from August 1, 2024
€ M


LFL 2023 Δ Acquisitions

• EBITDA Adj. at 65.1 million euros, up 19.4% (+ 14.0% on a 2023 basis), with EBITDA Adj. margin reaching its historical high (31.5%), confirming the BU's ability to increase operating leverage due to an efficient operating costs management, striving for continuous improvement

LFL 2023 Δ Acquisitions

€ M


LFL 2023 Δ Acquisitions
22 Net Invested Capital Net Financial Position Total Shareholders' Equity Net Invested Capital increased by € 225.3 million vs FY 2023 mainly due to: • Acquisitions: ABF (€ 134.5 million); DTH (€ 51.9 million); Lenovys (€ 17.4 million); Warrant Funding Project and Camerfirma Colombia (€ 2.0 million) • Organic increase in Net Working Capital and Provisions for € 24.1 million mainly driven by tax and deferred tax assets • Organic decrease of Net Fixed Assets for € 4.7 million Increase in Net Financial Position of € 219.8 million vs FY 2023 reflects: • Adj. Free Cash Flow continuing operations + € 41.9 million • Non-recurring FCF components - € 10.7 million • Dividends - € 29.1 million • Acquisitions - € 221.7 million • Put Adjustment + € 18.9 million • Treasury Shares + € 4.6 million • Contingent Consideration (Earn-out) + € 0.6 million • Adjustments to leasing contracts on NFP - € 7.0 million • OCI Derivatives - € 4.5 million Main changes in Shareholders' Equity are: • Total comprehensive income for the period + € 22.3 million • Dividends - € 29.1 million • Put Adjustment + € 18.9 million • Acquisition of Minorities of DTH - € 12.6 million • Share-based Payment Reserve + € 2.1 million • Treasury Shares + € 4.6 million +40.5% + 215.3% € M 557.0 782.4 FY 2023 FY 2024 102.0 321.8 FY 2023 FY 2024 455.0 460.6 FY 2023 FY 2024 + 1.2%
FY 2024 Highlights & Financials
€ M

Total Put Adjustment -18.9


(41.9)
NFP/EBITDA1 0.99x 2.79x
31.1
10.7
41.9
FY 2024 Highlights & Financials


Treasury Shares + € 4.6 million Acquisitions - € 221.7 million
Adjustments to leasing contracts - € 7.0 million
OCI hedging derivatives - € 4.5 million

52.3
4.6
56.9
Non-recurring components Free Cash Flow from Continuing Operations
MAIN CHANGES IN 2024
CapEx increasing by € 13.2 million (of which € 0.1 million attributable to ABF and € 2.9 million related to Defence Tech)
FY 2023 FY 2024
Net Working Capital: € 3.6 million attributable to Defence Tech and € 1.2 million to ABF





Tinexta boasts the largest European Qualified Trust Service Provider (InfoCert), with Group companies across all the main growing markets in Europe

Global Digital Transaction Management (DTM) market still a greenfield opportunity with expected double-digit growth in the medium term1

2022A 2026E
26
BUs – Strategy Pillars


Tinexta's Cybersecurity BU mainly addresses the Italian market, worthing € 3B in value in 2024, with a CAGR '23-'28E of 13%

Products segment driven by demand for specialized cyber-software
Services segment driven by demand for Managed Security Services




Strong Core and Large client base across all business lines, with a high potential for expansion in the Mid-Corp, Industrials, and Public Administration sectors; opportunity for meaningful synergies after the acquisition of DTH
| Implementation Services |
Advisory | MSS | Digital Products | Tech Solutions | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| on pti escri D |
Installation, configuration, and customization of cyber products |
Offensive security, Governance Risk & Compliance, Training |
Cybersecurity Defence Center, h24 Security Operations Center |
Suite Anti-Money Laundering, Finance & Payments |
Application maintenance and evolutive cyber solutions |
Established presence in the Finance sector with possibility of expansion in |
||||||
| Large Strategic | Mid Business | Large Core | Mid Business | the Mid-Corp segment and | ||||||||
| ectors S |
Sectors | Various sectors |
Various sectors |
Sectors | Finance | Various sectors |
the Large Strategic Clientele |
|||||
| & ents Cli |
Channels | Direct Network Telco Channels |
Direct Network Telco Channels |
Channels | Direct Network | Direct Network Telco Channels |
| ITEM | DTH'S CONTRIBUTION | TINEXTA'S CONTRIBUTION |
|---|---|---|
| Corporate products | Commercial proprietary products | Established client network and scale-up potential |
| Data Intelligence skills | Data intelligence technology | Proprietary Anti-Money Laundering ("AML") software suite |
| Access to the PA sector | Brand awareness and accreditation | Professional cybersecurity services |
| Synergies with Digital Trust | Skills and R&D investment capacity | Access to InfoCert's sales network |

SUBSIDIZED FINANCE EUROPEAN FUNDING SUSTAINABILITY & ENERGY CORPORATE FINANCE TRAINING DIGITAL & INNOVATION DIGITAL MARKETING INTERNATIONALIZATION SERVICES (1) Source: Kearney (June 2024) Revenues EBITDA Adj. Margin € 44M 29% + 16% - 10% Lower on mix FY'24 vs PY € 152M
Tinexta's Warrant Hub is part of the Italian Register of Certifiers for R&D Tax Credit, and it has been able to expand in different EU countries where its business model is more replicable
Italian consulting market turnover1



Full implementation of the Industry 5.0 tax incentive plan and Twin Transition trend boosting demand in Italy

Cross-fertilization of capabilities within subsidiaries in different countries, boosting EU positioning
Leverage Warrant Hub's access to SMEs as a platform for Cyber and Digital Trust offer

30
BUs – Strategy Pillars





2009 – 2014
Foundation and definition of product portfolio
First admission to the financial market (AIM)
Initial acquisition of key subsidiaries (InfoCert)
Consolidation of leadership
positioning in existing markets
Translisting on the STAR segment
Launch of Tinexta Cyber and entrance in the Italian cybersecurity market
EXPANSION 2021 – 2024
International expansion through M&A in foreign markets (UK, France, Spain)
Partnerships with leading companies in key sectors
Re-definition and rationalization of product portfolio (disposal of CIM)
Integration of previous acquisitions, and new M&A with strategic and synergic targets

Unified value proposition and integrated strategy across business units and subsidiaries, directed by the Parent Company
Leadership positioning in the Italian market to support companies in their transformation and value creation processes, with a focus on Mid-Corps

Direct presence in foreign markets with the potential to become a pan-European aggregator in the ICT business

Synergies between business units across products and business verticals, with an advisory-centric model

Responsibility towards employees, environment, and our community as key priorities within all elements of the corporate strategy

Parent Company Tinexta acts as a provider of shared services for the Group's subsidiaries, steering away from the concept of "simple holding company"
Fostering innovation and leveraging on capabilities across all business units, as well as monitoring market trends and opportunities
Developing an advisory-based ecosystem under the Tinexta brand to satisfy the evolving needs of corporate customers of all sizes
Monitoring the market and leveraging on cross-Group synergies to reach segments with high growth potential (e.g., Public Administration)
Expanding into new markets to replicate Tinexta's business model, taking advantage of regulatory tailwinds and digital maturity stages across countries (especially in EU)
Focusing on subsidiaries' integration and the rationalization of the single BUs to eliminate overlap and optimize efficiency, leveraging on synergies across businesses
Creating a unique identity as a leading player in the industry, with cross-functional business activities and an integrated strategy






Total initiatives: 7
100% completion
Business Innovation
Total initiatives: 19
99% completion2

Strategy Pillars & 2025 Outlook
| REVENUES | EBITDA ADJ. | |
|---|---|---|
| Digital Trust + 7-9% vs PY |
Digital Trust + 7-9% vs PY |
Digital Trust to keep up its outstanding and steady levels of organic growth, both in Italy and abroad Momentary operational decrease is driven by the launch of LextelAI |
| Cybersecurity1 > + 20% vs PY |
Cybersecurity1 > + 50% vs PY |
Cybersecurity revenues expected to increase following market trends, with focus on efficiency recovery plan after weak '24 DTH revenue acceleration and margin growth supported by solid backlog portfolio |
| Business Innovation + 10-12% vs PY |
Business Innovation > + 15% vs PY |
Warrant Hub to fully exploit the opportunity of Industry 5.0 expecting ~ € 5 M in terms of margin vs no contribution whatsoever in 2024. Focus will also concentrate on improving operational efficiency and growth will be supported by the expansion of the Digital and Sustainability segments ABF to benefit from filings delayed from '24 to '25 and an expected stabilization of the political environment, though not yet comparable to 2023 levels |



2.2x-2.4x
€ 0.30per share or 55% of FY 2024 Net Profit

Strong underlying business driving reasonable and healthy organic growth, demand supported by the digital transformation trend

Regulatory tailwinds at a national and EU level (NIS2, eIDAS, Industry 5.0) supporting business recovery as well as expansion and penetration opportunities in new segments (e.g., PA)
| C | 2 |
|---|---|
Cybersecurity and Business Innovation BUs focused on improving operational efficiency as key element for successful achievement of targets

Expected reduction of CapEx levels and significant decrease in cash taxes to support a healthy level of cash conversion

Attractive policy for shareholders' remuneration, supported by a solid financial structure

Strategy Pillars & 2025 Outlook
NFP/EBITDA Adj.


• Dividend policy continues to signal an attractive level of return for shareholders, with a payout of 55% on 2024 Net Profit

0
0,6



Focusing on recovery of operational efficiency and achievable goalsetting, with clear building blocks for 2025 targets

Integrating of recently acquired companies as a key priority, potential M&A only on strategic targets/markets and at reasonable valuations

Leveraging on regulatory tailwinds and momentum in relevant markets to establish positioning as pan-European ICT leader

Nurturing a "One Group" identity and corporate culture, fostering synergies and collaboration between BUs and subsidiaries



Piazzale Flaminio 1/B Roma, 00196, Italy Tel. +39.06.42012631 E-mail: [email protected] [email protected] LinkedIn: Tinexta
Josef Mastragostino Chief Investor Relations Officer [email protected]
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