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TXT E-Solutions Interim / Quarterly Report 2025
4061_rns_2025-11-13_5b9de8b6-6adf-4f72-bb77-249f06aa42c9.pdf
Interim / Quarterly Report
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TXT E-SOLUTIONS S.P.A.
Registered office, management, and administration:
Via Milano, 150 - 20093 Cologno Monzese (MI)
Share capital:
€6,503,125 fully paid-in
Tax code and Milan Business Register No.:
09768170152
BOARD OF DIRECTORS
In office until approval of the financial statements as at 31 December 2025:
ENRICO MAGNI
Chief Executive Officer
MATTEO MAGNI
- (1) Member of the Remuneration and Appointments Committee.
- (2) Member of the Risks and Internal Controls Committee.
- (3) Member of the Related Parties Committee.
- (4) Appointed by the Shareholders' Meeting on 20 April 2023.
- (5) Appointed by the Shareholders' Meeting on 29 April 2025.
BOARD OF STATUTORY AUDITORS
In office until approval of the financial statements as at 31 December 2025:
FRANCESCO MARIA SCORNAJENCHI FRANCO VERGANI
FABIO MARIA ELISABETTA BOMBAGLIO EDDA DELON
Independent Auditors:
Crowe Bompani Assurance Services SpA
Investors relations:
E-mail: [email protected]
Telefono: +39 02 25771.1
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LEADERSHIP TEAM
in different sectors, Enrico joined TXT as a key
+20 years in TXT, with a strong experience in the international development of the business, from mid-2020 holds the position of Group CEO, with strategic responsibilities in defining and executing the TXT Group's international growth strategies.
the sustainable growth of the TXT Group.
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Contents
| TXT e-solutions S.p.A | 2 |
|---|---|
| Leadership Team | 3 |
| TXT Group Organisational Structure | 5 |
| TXT Group - Key data | 7 |
| Directors' report on operations for the year 2025 | 9 |
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TXT GROUP ORGANISATIONAL STRUCTURE
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| TXT GROUP – KEY DATA | |||||
|---|---|---|---|---|---|
| Income data(€ thousand) | 30.09.2025 | % | 30.09.2024 | % | VAR % |
| REVENUES | 281,499 | 100.0 | 219,564 | 100.0 | 28.2 |
| EBITDA | 41,124 | 14.6 | 28,030 | 12.8 | 46.7 |
| Net Profit | 27,078 | 9.6 | 19,311 | 8.8 | 40.2 |
| Net Profit | 15,375 | 5.5 | 11,968 | 5.5 | 28.5 |
| Net Profit | 14,456 | 5.1 | 11,985 | 5.5 | 20.6 |
| Financial data(€ thousand) | 30.09.2025 | 31.12.2024 | Var | ||
| Fixed assetsNet working capitalSeverance & other non-current liabilities | 230,90473,649(11,022) | 214,60155,287(9,200) | 16,30318,362(1,823) | ||
| Capital employedNet Financial Position - CashShareholder's equityShareholders' Equity attributable to minority interests | 293,531129,243161,1513,136 | 260,688108,863149,7642,061 | 32,84320,38011,3871,075 | ||
| Data per share (in € ) | 30.09.2025 | 31.12.2024 | Var | ||
| Number of shares outstandingOperating profit per shareShareholder's equity per shareAdditional information | 12,698,2001.1412.6930.09.2025 | 12,833,6241.2411.6731.12.2024 | (135,424)(0.10)1.02Var | ||
| Number of employees | 3,345 | 3,282 | 63 |
TXT share price 30.20 35.10 (4.90)
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Notes on Alternative Performance Measures
Pursuant to the ESMA guidelines on alternative performance measures ("APMs") (ESMA/2015/1415), endorsed by CONSOB (see CONSOB Communication No. 0092543 dated 3 December 2015), it should be noted that the reclassified statements included in this Directors' Report on Operations show a number of differences from the official statements shown in the accounting tables set out in the following pages and in the notes with regard to the terminology and the level of detail.
Specifically, the reclassified consolidated Income Statement makes use of the following terms:
- EBITDA, which is equivalent to "Total revenues" net of total operating costs in the official consolidated Income Statement;
- EBIT, which is equivalent to "Total revenues" net of total operating costs, depreciation, amortisation and impairment in the official consolidated Income Statement.
The reclassified consolidated Balance Sheet was prepared based on the items recognised as assets or liabilities in the official consolidated Balance Sheet and makes use of the following terms:
- FIXED ASSETS, given by the sum of tangible and intangible assets, goodwill, deferred tax assets/liabilities and other non-current assets;
- NET WORKING CAPITAL, given by the sum of inventories, trade receivables/payables, current provisions, tax receivables/payables and other assets/liabilities and current receivables/payables;
- CAPITAL EMPLOYED, given by the algebraic sum of fixed assets, net working capital and post-employment benefits and other non-current liabilities.
These APMs, in line with the data presented in the consolidated Income Statement and Balance Sheet in accordance with the recommendations outlined above, were deemed to be significant as they represent parameters that succinctly and clearly depict the Company's financial position and economic performance, also by providing comparative data. The APMs adopted are consistent with those used in the previous year.
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DIRECTORS' REPORT ON OPERATIONS FOR THE FIRST NINE MONTH OF 2025
Dear Shareholders,
The third quarter of 2025 confirms the Group's significant growth, also driven by the consolidation of recent acquisitions.
On March 5, 2025, a binding investment agreement was signed for the acquisition of 100% of the capital of IT Values S.r.l. ("IT Values"). The closing of this transaction was completed on April 1, 2025. IT Values was incorporated in Rome in 2022 as an IT company specializing in the creation of innovative software solutions tailored to the enterprise and public markets. The mission of IT Values is to offer cutting-edge solutions for the digitization of processes that emphasize integration and security, thereby responding to the complex and continuously evolving needs of public administrations and modern enterprises.
Currently, IT Values' offering focuses on the development and sale of flexible and integrated applications that evolve alongside customers' businesses, ensuring high performance, advanced security standards, and maximum reliability through enabling technologies integrated into its proprietary Smart Solutions suite, such as cybersecurity and artificial intelligence. IT Values has over 20 specialised in-house professionals, primarily developers and digital innovation experts, with projected revenues exceeding €5.0 million for 2025 and an expected EBITDA margin of over 40%. For 2025 and the following two years, the industrial plan shared with IT Values' management outlines accelerated business growth, with significant revenue expansion targets (CAGR > 25%), driven by an existing order backlog exceeding €5 million and the synergistic integration of IT Values' Smart Solutions and innovative expertise within TXT's ecosystem. Strong synergies are expected within the Public Sector segment, where the Group's companies WebGenesys and HSPI will act as partners for distributing IT Values' innovative solutions and related services. The agreed purchase price for 100% of IT Values, paid at closing, net of earn-outs, claw-back provisions, and the Net Financial Position (which is been settled in cash), has been set at €15.0 million. Of this amount, €12.0 million (80%) will be paid in cash, while €3.0 million (20%) will be paid in TXT e-solutions S.p.A. shares, which will be issued at a price corresponding to the average stock price over the 30 trading days preceding the closing date. At closing, the Enterprise Value multiple recognised for IT Values' shareholders is approximately 6x the 2024 Adjusted EBITDA (excluding earn-outs).
On July 3, 2025, the acquisition of a minority stake in Altilia S.r.l., an Italian deep-tech company and leader in Artificial Intelligence for intelligent automation of document and decision-making processes, was announced. On September 5, 2025, following the fulfillment of the contractual conditions and in line with the previously announced timeline, the acquisition was finalized. The agreement includes options for the progressive acquisition of additional shares in Altilia, which could lead TXT to hold up to 100% of the company's share capital, consistent with the Group's external growth strategy.
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Founded as a spin-off of the National Research Council (CNR) and financed and supported in its growth by CDP Venture Capital, Altilia has developed Altilia Intelligent Automation, a no-code AI platform enabling the automation of complex processes in digital finance, insurance, legal, and public administration. The company is recognized for its ability to combine NLP, machine learning, and knowledge graph technologies into scalable and transparent solutions.
This transaction will allow TXT to integrate Altilia's proprietary technology into its digital transformation projects, accelerating the adoption of AI-based solutions in regulated sectors with high demand for the digitalization of complex processes.
The initial investment by TXT in Altilia consists of a capital increase in favor of Altilia amounting to €1 million, through which TXT holds approximately 10% of Altilia's share capital.
On August 9, 2025, TXT Media was established, with TXT holding a 40% stake. PUT/CALL options have been agreed upon, allowing TXT to increase its ownership up to 100% based on results achieved through 2027.
Headquartered in Dubai, the company is designed to develop innovative solutions in the field of digital advertising and new media, supporting international brands and enterprises. TXT Media will operate as a strategic hub for the MENA region, CIS countries, South Africa, and selected markets in the APAC area, with the goal of strengthening the Group's presence in regions with the highest growth potential.
The main consolidated operating and financial results in the first nine months of 2025 were as follows:
- Revenues: Revenues amounted to € 281.5 million, an increase of 28,2% compared to € 219.6 million in the first nine months of 2024.
- The Software Engineering Division recorded revenues of €169.7 million, representing a 17% increase compared to the first nine months of 2024.
- The Smart Solutions Division achieved revenues of €64.1 million, marking a 46% growth compared to the first nine months of 2024.
- The Digital Advisory Division reported revenues of €47.8 million, reflecting a 55.6% increase compared to the first nine months of 2024.
- The Gross Margin, net of direct costs, increased from €71.5 million to €106.7 million, representing a 49.2% growth. The gross margin as a percentage of revenues reached 37.9%, up from 32.6% in the first nine months of 2024.
- EBITDA amounted to €41.1 million, representing a 46.7% increase compared to the first nine months of 2024 (€28 million), after investments in commercial expenses and research & development. The EBITDA margin on revenue reached 14.6%, up from 12.8% in the first nine months of 2024.
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- Operating Profit (EBIT) amounted to €27.1 million, representing a 40.2% increase compared to the first nine months of 2024 (€19.3 million). Depreciation and amortization totaled €14.0 million, up €5.6 million compared to the first nine months of 2024.
- Financial Expenses net of financial income, were negative for €4.7 million, compared to negative €2.1 million in the first nine months of 2024.
- Net Profit amounted to €15.4 million, up from €12 million in the first nine months of 2024. In the first nine months of 2025, taxes accounted for 30.8% of profit.
- The Consolidated Net Financial debt as of September 30, 2025 was positive at €129.2 million, up from €108.9 million as of December 31, 2024.
- Consolidated Shareholders' Equity as of September 30, 2025 amounted to €161.2 million, compared to €149.8 million as of December 2024. The main movements are attributable to the recognition of net profit (€14.5 million), the net effect of share buybacks and sales (€0.4 million), the distribution of dividends (€3.2 million), the valuation of the Cash Flow Hedge reserve, and the impact of changes in translation reserves related to the consolidation of foreign currency financial statements within the Group.
- Non-Controlling Interests: As of September 30, 2025 amounted to €3.1 million, compared to €2.1 million as of December 2024.
The consolidated economic results of TXT for the first nine months of 2025, compared with those of the same period in 2024, are reported above.
| € thousand | 9m 2025 | % | 9m 2024 | % | Var % |
|---|---|---|---|---|---|
| REVENUES | 281,499 | 100 | 219,564 | 100 | 28.2 |
| Direct costs | 174,781 | 62.1 | 148,048 | 67.4 | 18.1 |
| GROSS MARGIN | 106,718 | 37.9 | 71,516 | 32.6 | 49.2 |
| Research and Development costs | 17,786 | 6.3 | 10,464 | 4.8 | 70.0 |
| Commercial costs | 27,360 | 9.7 | 18,683 | 8.5 | 46.4 |
| General and Administrative costs | 20,448 | 7.3 | 14,339 | 6.5 | 42.6 |
| EBITDA | 41,124 | 14.6 | 28,030 | 12.8 | 46.7 |
| Depreciation | 13,392 | 4.8 | 8,357 | 3.8 | 60.2 |
| Reorganisation charges | 654 | 0.4 | 0 | 0.0 | 0.0 |
| OPERATING PROFIT (EBIT) | 27,078 | 9.6 | 19,311 | 8.8 | 40.2 |
| Financial income (charges) | (4,693) | (1.7) | (2,081) | (0.9) | 125.5 |
| Share of profit (loss) of associates | (171) | (0.1) | (504) | (0.3) | (66.1) |
| EARNINGS BEFORE TAXES (EBT) | 22,214 | 7.9 | 16,726 | 7.6 | 32.8 |
| Taxes | (6,840) | (2.4) | (4,758) | (2.2) | 43.8 |
| NET PROFIT | 15,375 | 5.5 | 11,968 | 5.5 | 28.5 |
| Attributable to: | |||||
| Parent Company shareholders | 14,456 | 11,985 | |||
| Minority interests | 919 | (17) |
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GROUP REVENUES AND GROSS MARGINS
To reflect TXT's new and broader positioning on the digital innovation market, the Group is structured into three divisions representative of the type of offer:
- Smart Solutions: proprietary software and solutions and related services to accelerate the digital transformation of customers' offer;
- Digital Advisory: specialised consulting services for the digital innovation of large enterprise processes and the public segment;
- Software Engineering: software engineering services for the innovation and servitisation of customer products guided by skills on enabling technologies.
The revenues and direct costs for the first nine months of 2025, compared with those of the first nine months of 2024 for each Division, are reported below:
| € thousand | 30.09.2025 | % | 30.09.2024 | % | Var % |
|---|---|---|---|---|---|
| SOFTWARE ENGINEERING | |||||
| Revenues | 169,660 | 100.0 | 144,979 | 100.0 | 17.0 |
| Direct costs | 116,275 | 68.5 | 109,577 | 75.6 | 6.1 |
| Gross margin | 53,384 | 31.5 | 35,402 | 24.4 | 50.8 |
| SMART SOLUTIONS | |||||
| Revenues | 64,077 | 100.0 | 43,883 | 100.0 | 46.0 |
| Direct costs | 25,729 | 40.2 | 17,657 | 40.2 | 45.7 |
| Gross margin | 38,349 | 59.8 | 26,226 | 59.8 | 46.2 |
| DIGITAL ADVISORY | |||||
| Revenues | 47,762 | 100.0 | 30,702 | 100.0 | 55.6 |
| Direct costs | 32,777 | 68.6 | 20,814 | 67.8 | 57.5 |
| Gross margin | 14,985 | 31.4 | 9,888 | 32.2 | 51.5 |
| TOTAL TXT | |||||
| Revenues | 281,499 | 100.0 | 219,564 | 100 | 28.2 |
| Direct costs | 174,780 | 62.1 | 148,048 | 67.4 | 18.1 |
| Gross margin | 106,718 | 37.9 | 71,516 | 32.6 | 49.2 |
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Software Engineering Division
The Software Engineering Division represents TXT Group's offering of software engineering services aimed at product innovation and servitization, driven by expertise in enabling technologies.
The Division recorded revenues of €169.7 million, up 17.0% compared to the first nine months of 2024.
International revenues accounted for approximately 5.2% of the Division's total revenues.
Gross margin for the first nine months of 2025 increased by 50.8% to €53.4 million, compared to €35.4 million in the same period of 2024. The gross margin as a percentage of revenues was 31.5%, up from 24.4% in the first nine months of 2024.
In the Software Engineering Division, new opportunities for accelerated growth are linked to upselling and cross-selling in new markets, as a result of recent acquisitions. In particular, the Telco and Gaming sectors will benefit from TXT Group's innovative expertise in enabling technologies such as AI, Data Analytics, VR/AR/XR, and Quality Assurance, which are experiencing growing demand across an increasingly broad range of industries.
Smart Solutions Division
The Smart Solutions Division represents TXT Group's offering of proprietary software, solutions, and related services aimed at accelerating clients' digital transformation.
The Division recorded revenues of €64.1 million, up 46.0% compared to the first nine months of 2024, of which €15.5 million were attributable to the consolidation of last year's acquisitions. International revenues accounted for 52.9% of the Division's total revenues, amounting to €33.9 million as of September 30, 2025.
Gross margin was €38.3 million, up 46.2% compared to the first nine months of 2024 (€26.2 million). The gross margin as a percentage of revenues stood at 59.8% in the first nine months of 2025, in line with the 59.8% recorded in the same period of 2024.
TXT has historically operated in the financial and banking sector with a growing portfolio of proprietary products and innovative solutions. It is also specialized in the Independent Verification & Validation of the IT systems that support them. At the core of its offering is over twenty years of market process experience gained alongside leading banking institutions, combined with deep expertise in methodologies and tools for managing specialized vertical processes such as NPL, digital payments, factoring, and compliance.
Digital Advisory Division
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The Digital Advisory Division represents TXT Group's specialized consulting offering for the digital innovation of processes within large enterprises and the public sector. It is focused on the digitization of ICT processes through proprietary technologies, certifications, and software.
The Division recorded revenues of €47.8 million, an increase of 55.6% compared to the first nine months of 2024. International revenues account for approximately 3.3% of the Division's total.
The gross margin stood at €15 million, with a margin incidence on revenues of 31.4%.
Group Earnings Performance
Research and development expenses in the first nine months of 2025 amounted to €17.8 million, up from €10.5 million in the first nine months of 2024. TXT continues to invest in new initiatives and in the development of proprietary products such as Faraday, Polaris, the Assiopay platform, and within the Aerospace division, Pacelab Preliminary Design, Pacelab Flight Profile Optimizer, Pacelab Aircraft Configuration Environment, and Pacelab Weavr. The incidence on revenues was 6.3%.
Commercial expenses amounted to €27.4 million, an increase of 46.4% increase compared to the first nine months of 2024 (€18.7 million). As a percentage of revenues, commercial costs increased from 8.5% in the first nine months of 2024 to 9.7% in the first nine months of 2025.
General and administrative expenses amounted to €20.4 million, up 42.6% compared to the first nine months of 2024 (€14.3 million), mainly due to the consolidation of acquisitions and non-recurring expenses related to ongoing acquisition processes. As a percentage on revenues, these costs stood at 7.3% in the first nine months of 2025, compared to 6.5% in the same period of 2024.
Financial expenses amounted to €4.7 million, compared to €2.1 million in the first nine months of 2024.
Net profit was €15.4 million, up from €12 million in the first nine months of 2024. Taxes accounted for 30,8%.
CONSOLIDATED INVESTED CAPITAL
As of September 30, 2025, the Invested Capital amounts to € 293,5 million, an increase of € 32,8 million compared to December 31, 2024 (€260.7 million).
The details are provided in the following table:
| € thousand | 30.09.2025 | 31.12.2024 | Change |
|---|---|---|---|
| Intangible assets | 177,239 | 159,254 | 17,985 |
| Tangible assets | 32,781 | 28,840 | 3,941 |
| Other fixed assets | 20,884 | 26,506 | (5,622) |
| Fixed Assets | 230,904 | 214,601 | 16,303 |
| Inventories | 34,615 | 23,737 | 10,878 |
| Trade receivables | 125,620 | 114,054 | 11,566 |
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| Other short term assets | 22,874 | 20,198 | 2,676 |
|---|---|---|---|
| Trade payables | (40,990) | (43,342) | 2,352 |
| Tax payables | (17,761) | (10,879) | (6,882) |
| Other payables and short term liabilities | (50,710) | (48,481) | (2,229) |
| Net working capital | 73,649 | 55,287 | 18,362 |
| Severance and other non current liabilities | (11,022) | (9,200) | (1,822) |
| Capital employed - Continuing Operations | 293,531 | 260,688 | 32,843 |
| Shareholders' equity | 161,151 | 149,764 | 11,387 |
| Shareholders' equity - minority interest | 3,136 | 2,061 | 1,075 |
| Net financial debt | 129,243 | 108,863 | 20,380 |
Intangible assets increased from €159.3 million to €177.2 million, mainly due to €17.4 million of provisional goodwill allocation arising from acquisitions completed in 2025, partially offset by amortisation for the period (€6.4 million).
Tangible assets, amounting to €32.8 million, up compared to December 31, 2024. Increase during the period (€11.0 million) were partially offset by depreciation charges (€7.0 million).
Other fixed assets, amounting to €20.9 million, decreased compared to December 31, 2024 (€26.5 million). The reduction is mainly attributable to the reclassification of the stake in Banca del Fucino (€7.9 million), currently in the process of disposal, to assets held for sale.
Net working capital amounts to €73.6 million, compared to €55.3 million as of December 31, 2024. The change of €17.4 million reflects, in particular, an increase in inventories related to work in progress for activities not yet invoiced to customers (€10.9 million), as well as the net effect of the increase in trade receivables (€11.6 million).
Liabilities arising from Post-employment benefits and other non-current liabilities amounted to €11.0 million compared to €9.2 million as of December 31, 2024. As at 30 September 2025, an amount of €0.9 million was allocated to the provisions for risks and charges in connection with a tax audit report ("PVC") notified to a subsidiary for the fiscal years 2020 and 2021 (prior to the acquisition by TXT). As of the reporting date, the potential liability is estimated at €0.9 million, inclusive of additional taxes, penalties and interest. Consequently, an appropriate provision for risks has been recognized, together with a receivable of an equivalent amount, pursuant to the guarantees provided by the sellers under the share purchase agreement for the acquisition of the subsidiary.
The Group's consolidated shareholders' equity as of September 30, 2025, stood at €161.2 million, compared to €149.8 million as of December 2024. The movements are mainly attributable to the recognition of net profit (€14.5 million), the net effect of the repurchase of treasury shares (€0.4
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million), the distribution of dividends (€3.2 million), and changes in translation reserves arising from the Group's foreign currency financial statements and fair value swaps.
Non-controlling interests as of September 30, 2025, amount to €3.1 million, up €1.1 million compared to December 31, 2024. The increase is mainly attributable to the recognition of minority profit for the first nine months of 2025.
The European Securities and Markets Authority (ESMA) published on 4 March 2021 the Guidelines on disclosure requirements pursuant to EU Regulation 2017/1129 ("Prospectus Regulation").
With the "Recall of attention no. 5/21" of 29 April 2021, CONSOB declared its intention to bring its supervisory practices in relation to the net financial position into line with the aforementioned ESMA guidelines. In particular, CONSOB has declared that the prospectuses approved by it, starting from 5 May 2021, must comply with the aforementioned ESMA Guidelines.
Therefore, based on the new provisions, listed issuers will have to submit, in the explanatory notes to the annual and half-yearly financial statements, published starting from 5 May 2021, a new prospectus on the subject of debt to be drawn up according to the indications contained in paragraphs 175 and following of the aforementioned ESMA Guidelines.
In this regard, the ESMA Guidelines provide for the following main changes to the debt prospectus:
- o we no longer speak of "Net financial position", but of "Total financial debt";
- o in the context of non-current financial debt, trade payables and other non-current payables must also be included, i.e. payables that are not remunerated, but which have a significant implicit or explicit financing component (for example, payables to suppliers due after 12 months);
- o in the context of current financial debt, the current portion of non-current financial debt must be indicated separately;
- o "financial debt" includes remunerated debt (i.e., interest-bearing debt), which includes, among other things, financial liabilities relating to short- and/or long-term lease contracts. Information on lease payables must be provided separately.
Net financial debt (availability) and cost of debt
Below is a summary of the main phenomena that had an impact on net financial deb, as of September 30, 2025, is structured as follows:
| (€ thousand) | 30.09.2025 | 31.12.2024 | Var |
|---|---|---|---|
| Cash and cash equivalents | (83.014) | (58,250) | (24.764) |
| Financial instruments at fair value | (11.827) | (17,283) | 5.456 |
| Current Financial Asset | (8.225) | (254) | (7.971) |
| Liquid assets | (103.066) | (75,787) | (27.279) |
| Current financial debt (including debt instruments, but excluding thecurrent portion of non-current financial debt) | 27.855 | 32,104 | (4.249) |
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| Current portion of non-current financial debt | 41.696 | 33,554 | 8.142 |
|---|---|---|---|
| Current financial debt | 69.551 | 65,658 | 3.893 |
| Current net financial debt | (33.515) | (10,130) | (23.386) |
| Non-current financial debt (excluding current portion and debt instruments) | 162.206 | 118,993 | 43.213 |
| Debt instruments | - | - | - |
| Non Current Financial Asset | 552 | - | 552 |
| Trade payables and other non-current payables | - | - | - |
| Non-current financial debt | 162.758 | 118,993 | 43.765 |
| Total financial debt | 129.243 | 108,863 | 20.380 |
| Non-monetary debts for adjustment of the | |||
| price of the acquisitions to be paid in TXT shares | - | (380) | 380 |
| Financial investment - Banca Del Fucino | (9.498) | (17,778) | 8.280 |
| Adj. Net Available Financial Resources | 119.745 | 90,705 | 29.039 |
Below is the breakdown of the debt referred to the application of IFRS 16:
| (€ thousand) | 30.09.2025 | 31.12.2024 | Var |
|---|---|---|---|
| Debt referred to IFRS 16 | (18.563) | (15.140) | (3.423) |
The composition of the Net Financial Indebtedness as of September 30, 2025 is structured as follows:
- Cash and cash equivalents: €83.0 million, held primarily in euros at major Italian banks.
- Financial instruments at fair value: €11.8 million, consisting of investments in multi-segment insurance funds with partial guaranteed capital, a bond loan and government and securities and bonds with a medium-low risk profile.
- Current Financial Asset: €8.2 million, of which €7.9 million relate to shares in Banca del Fucino. On June 18, a binding agreement was signed for the disposal of a stake held in Banca del Fucino.
- Current financial debt (including debt instruments but excluding the current portion of noncurrent financial debt) as of September 30, 2025 amounts to €27.9 million, which includes (a) €19.4 million in short-term borrowings (hot money); (b) €6.8 million for the short-term portion of lease liabilities relating to offices, cars, and printers, recognized in accordance with IFRS 16; (c) €0.3 million in financing received from the European Commission; (d) €0.3 million relating to the estimated earn-out payable to the shareholders of FastCode S.p.A.; (e) €0.7 million relating to the estimated earn-out payable to the shareholders of TXT Novigo; (f) €0.2 million for the long-term portion of the Put/Call option related to TXT Risk Solutions S.r.l. following renegotiation; (g) €0.2 million relating to the estimated earn-out payable to the shareholders of Valor Plus S.r.l.
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- The current portion of non-current financial debt of €41.7 million, refers to the short-term component of medium/long term bank loans.
- Non-current financial debt (excluding the current portion and debt instruments) as of September 30, 2025 amounts to €62.2 million, which includes (a) €139.9 million in new medium/long-term loans maturing beyond 12 months; (b) €11.8 million for the medium/longterm portion of lease liabilities relating to offices, cars, and printers, recognized in accordance with IFRS 16; (c) €0.6 million as the estimated outlay for the exercise of the Put/Call option during 2023–2026 for the purchase of the remaining 49% of TXT Arcan S.r.l.; (d) €5.0 million for the estimated earn-out relating to the acquisition of Refine Direct; (e) €1.4 million for the estimated earn-out relating to the acquisition of the Imille Group; (f) €0.3 million for the estimated earn-out relating to the acquisition of Focus PLM; (g) €2.5 million for the estimated earn-out relating to the acquisition of IT Values; (h) for €0.7 million related to other financial liabilities.
- Non-current financial liabilities of €0.6 million, relating to debt for interest rate risk hedging (fair value Interest Rate Swap).
Medium and long-term borrowings are all in Euro,, with a residual amount as of September 30, 2025 of €181.6 million. In particular:
- TXT e-solutions S.p.A. (the parent company) in 2018, 2021, 2022, 2023, 2024, and 2025 for €165.8 million;
- TXT Assioma S.r.l. between 2018 and 2019 for €0.1 million;
- TeraTron GmbH in 2019 for €1.1 million;
- TXT Novigo S.r.l. in 2019 for €0.1 million;
- TXT e-tech S.r.l. in 2024 and 2025 for €4.4 million;
- Ennova S.p.A. in 2021 and 2025 for €8.9 million;
- Soluzioni Prodotti Sistemi S.r.l. in 2019 for €0.5 million;
- Imille Società Benefit S.r.l. for €0.2 million;
- Webgenesys S.p.A. for €0.5 million.
In line with market practice, the loan agreements require compliance with:
-
- financial covenants based on which the company undertakes to comply with certain levels of financial indexes, contractually defined, the most significant of which relate the gross or net financial debt with the gross operating margin (EBITDA) or the Shareholders' equity, measured on the basis of the consolidated scope of the Group according to the definitions agreed upon with the financing counterparties;
-
- negative pledge commitments under which the company cannot create real rights of guarantee or other restrictions on company assets;
{18}------------------------------------------------
-
- "pari passu" clauses, on the basis of which the loans will have the same degree of priority in the repayment with respect to other financial liabilities and change of control clauses, which are activated in the event of disinvestments by the majority shareholder;
-
- limitations to the extraordinary transactions that the company can carry out, if exceeding certain thresholds;
-
- certain obligations for the issuer that limit, inter alia, the ability to pay particular dividends or distribute capital; to merge with or consolidate certain businesses; to dispose of or transfer its assets.
The measurement of financial covenants and other contractual obligations is constantly monitored by the Group. In particular, the financial covenants are measured on an annual basis as provided for contractually.
The non-compliance with the covenants and the other contractual commitments, if not adequately corrected within the agreed upon time frame, may involve the obligation of an early repayment of the residual amount.
THIRD QUARTER 2025 ANALYSIS
The analysis of the operating results for the third quarter of 2025, compared with those of the third quarter of the previous financial year, is presented below:
| € thousand | Q3 2025 | % | Q3 2024 | % | Var % |
|---|---|---|---|---|---|
| REVENUES | 92,404 | 100 | 81,370 | 100 | 13.6 |
| Direct costs | 57,958 | 62.7 | 55,151 | 67.8 | 5.1 |
| GROSS MARGIN | 34,446 | 37.3 | 26,219 | 32.2 | 31.4 |
| Research and Development costs | 6,006 | 6.5 | 3,726 | 4.6 | 61.2 |
| Commercial costs | 8,256 | 8.9 | 7,184 | 8.8 | 14.9 |
| General and Administrative costs | 6,601 | 7.1 | 4,775 | 5.9 | 38.2 |
| EBITDA | 13,583 | 14.7 | 10,534 | 12.9 | 28.9 |
| Depreciation | 6,427 | 7.0 | 3,351 | 4.1 | 91.8 |
| OPERATING PROFIT (EBIT) | 7,157 | 7.7 | 7,183 | 8.8 | (0.4) |
| Financial income (charges) | (883) | (1.0) | (1,239) | (1.5) | (28.7) |
| Non-recurrent financial income (charges) | (42) | (0.1) | - | 0.0 | 0.0 |
| EARNINGS BEFORE TAXES (EBT) | 6,232 | 6.7 | 5,944 | 7.3 | 4.8 |
| Taxes | (1,737) | (1.9) | (1,928) | (2.4) | (9.9) |
| NET PROFIT | 4,495 | 4.9 | 4,016 | 4.9 | 11.9 |
| Attributable to: | |||||
| Parent Company shareholders | 4,408 | 4,031 | |||
| Minority interests | 87 | (15) |
{19}------------------------------------------------
The performance compared to the third quarter of the previous year was as follows:
- Net revenues amounted to €92.4 million, up 13.6% compared to the third quarter of 2024 (€81.4 million).
- Gross margin in the third quarter of 2025 was €34.4 million, up 31.4% compared to the third quarter of 2024 (€26.2 million). The margin on revenues was 37.3% compared to 31.4% in the third quarter of 2024, mainly due to a higher proportion of services in the revenue mix.
- EBITDA in the third quarter of 2025 was €13.6 million, up 28.9% compared to the third quarter of 2024 (€10.5 million). The margin on revenues was 14.7% compared to 12.9% in the third quarter of 2024.
- Operating profit (EBIT) was €7.2 million, down 0.4% compared to the third quarter of 2024 (€7.2 million).
- Pre-Tax profit was €6.3 million, compared to €5.9 million in the third quarter of 2024.
- Net profit was €4.5 million, compared to €4.0 million in the third quarter of 2024.
EMPLOYEES
As of September 30, 2025, the company employed 3,345 people, representing a net increase of 63 employees compared to the workforce of 3,282 at December 31, 2024.
PERFORMANCE OF TXT STOCK, TREASURY SHARES, AND EVOLUTION OF SHAREHOLDERS AND DIRECTORS
During 2025, the TXT e-solutions stock recorded an official maximum price of €41.35 on February 25, 2025, and a minimum price of €28.75 on April 04, 2025. As of September 30, 2025, the stock was trading at €30.20.
The average daily trading volume in 2025 was 25,461 shares, an increase compared to the daily average of 21,948 shares in 2024.
Treasury shares amounted to 308,050 as of September 30, 2025 (compared to 314,435 on December 31, 2024), corresponding to 2.3685% of the issued shares, with an average carrying value of €3.95 per share. During the first nine months of 2025, 88.810 shares were acquired at an average price of €34.17.
On April 1, 2025, 80,857 treasury shares were transferred at the agreed price of €37.10 per share, in execution of the payment commitments undertaken by TXT under the share purchase agreement signed on April 1, 2025, for the acquisition of 100% of IT Values S.r.l.
On April 16, 2025, 14,340 treasury shares were transferred at the agreed price of €26.50 per share, in execution of the payment commitments undertaken by TXT under the share purchase agreement for the acquisition of 100% of Focus PLM S.r.l.
{20}------------------------------------------------
To stay regularly informed on the Company's developments, an email communication channel ([email protected]) is available for subscription, through which, in addition to press releases, specific communications addressed to investors and shareholders are disseminated.
RELATED PARTY TRANSACTIONS DISCLOSURE
During the current period, no transactions outside the normal course of business were carried out with related parties.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD AND OUTLOOK
During the first nine months of the year and in the current quarter, TXT Group successfully continued the implementation of its Industrial Plan presented at the TXT Capital Markets Day on May 27, 2025. The Plan is based on a combined strategy of organic growth and selective investments in high-potential technologies, aimed at strengthening the Group's competitive positioning in highmargin segments.
Revenues for the first nine months were in line with expectations, showing low-to-mid single-digit organic growth, slightly below the average projected across the full duration of the Plan. This trend reflects the termination of certain one-off activities related to 2024 and the repositioning of the digital offering in the Telco segment, which led to the discontinuation of non-strategic, low-margin contracts compared to the Group's average.
TXT is offsetting the discontinued activities through the repositioning and launch of new high-value initiatives, which are expected to drive an acceleration in organic growth starting from the current quarter.
TXT is offsetting the discontinued activities through the repositioning and launch of new high-value initiatives, which are expected to drive an acceleration in organic growth starting from the current quarter.
Within the Smart Solutions Division, promising opportunities are emerging in the two segments with the highest growth potential: Aerospace & Defence and Fintech. In the civil aviation segment, during the fourth quarter, subsidiary PACE is in final negotiations with a leading North American airline for the supply of its flight optimization and fuel-saving software FPO-SR, with expected recurring annual business volumes between USD 3.5 million and USD 6.0 million starting in 2026. In the Training & Simulation segment, also in the fourth quarter, the Division is nearing the closure of its first major contract with a global defence player for the supply of the InstructIQ solution, based on artificial intelligence for evidence-based training, alongside positive developments in the ProSim offering for next-generation simulation software. In Fintech, specifically Digital Payment, following investments made over the past 12 months, subsidiary NewPos Europe has launched delivery activities for its proprietary solution, with volumes exceeding €1 million expected for the quarter and further growth projected from 2026. In other verticals, the Division secured a major contract with a leading global pharmaceutical company for the supply of training solutions based on VR/XR tech-
{21}------------------------------------------------
nology, with strong up-selling prospects in future years. Regarding public sector solutions developed by newly acquired IT Values, after two positive quarters in terms of volumes and margins, new opportunities are emerging in public tenders.
Continuing the trend of the first nine months, the Digital Advisory Division is experiencing accelerated organic growth, supported by a significant increase in activities related to multi-year public contracts, with a public tender backlog exceeding €100 million to be executed over the next three years. In addition to growth in the PAL and PAC segments, the Healthcare segment recorded organic growth above 20% in the first nine months, with this trend expected to continue in the coming months. In 2026, the Division's growth is expected to align with the targets set out in the Industrial Plan. During the third quarter, the Public Sector segment of the Digital Advisory Division completed a reorganization project aimed at establishing a more integrated governance structure to maximize synergies across TXT's public sector ecosystem, consolidating a single tender office and a dedicated support structure for this rapidly expanding segment.
Regarding the Martech consulting offering within the Digital Advisory Division, the companies I MILLE and Uasabi, consolidated since the second half of 2024, after a first half of 2025 with slightly belowbudget performance, are now experiencing business acceleration in the second half of the year thanks to new contracts acquired with clients operating in cross-sector markets.
Growth in the Software Engineering Division during 2025 has been primarily driven by the consolidation of companies acquired in 2024—particularly Webgenesys—while organic business growth has partially offset the termination of low-value one-off activities related to resale and other discontinued operations in the Telco segment. Starting from the fourth quarter of the current year, an acceleration in organic growth is expected, supported by TXT Group's strategic positioning in new cross-sector activities that will reinforce the Division's positive growth trajectory as outlined in the Plan. New activities and contracts, in addition to Telco & Gaming, are mainly focused on the Industrial and Public Sector segments, as well as the continued development of the Aerospace & Defence offering, which continues to show above-average growth rates. In terms of profitability, the replacement of low-value activities with strategic contracts, the successful consolidation and integration of acquired companies, and the technological and commercial synergies within the TXT ecosystem are contributing to a significant improvement in the Division's operating margin, which is now aligning with the medium-term targets defined in the TXT Plan.
With regard to the evolution of the Group's financial structure and capital allocation, it is noted that the binding agreement for the sale of part of TXT's stake in Banca del Fucino, signed on June 23, 2025, has been extended to December 31, 2025, with the terms of the sale remaining unchanged from the previous announcement. The remaining stake to be held by TXT in Banca del Fucino following this transaction, currently carried at €9.5 million, is expected to be sold during 2026 at a value consistent with that defined for the initial sale.
The Group confirms its strategy of selective capital allocation, focused on acquiring complementary technologies and enhancing margin scalability, in a macroeconomic and geopolitical context that remains unstable but currently has limited impact on the Group's operational scope.
{22}------------------------------------------------
In the current global geopolitical scenario—marked by instability due to military conflicts in Ukraine and the Middle East, and the escalation of trade tensions stemming from the protectionist policies of the new U.S. presidency, which recently introduced tariffs on imports from the EU—the TXT Board of Directors currently identifies short-term risks as manageable. These risks are limited due to TXT's marginal and non-strategic exposure in the affected regions, and the nature of the IT services provided by TXT in the United States, which are not currently subject to tariffs.
Manager responsible for preparing Chairman of the Board of Directors corporate accounting documents
Eugenio Forcinito
Enrico Magni
Milan, 13 November 2025
{23}------------------------------------------------
{24}------------------------------------------------
Of which with re-
Of which with re-
BALANCE SHEET
| ASSETS | 30.09.2025 | lated parties | 31.12.2024 | lated parties |
|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||
| Goodwill | 144,467,737 | 137,557,218 | ||
| Intangible assets with a finite useful life | 32,771,451 | 21,696,994 | ||
| Intangibles assets | 177,239,188 | 159,254,211 | ||
| Property, plant and equipment | 32,781,355 | 28,840,400 | ||
| Tangible assets | 32,781,355 | 28,840,400 | ||
| Investments in associates | 7,246,743 | 5,210,147 | ||
| Other non-recurring financial receivables | 12,416,571 | 20,594,454 | ||
| Deferred tax assets | 1,220,674 | 701,868 | ||
| Other non-current assets | 20,883,988 | 26,506,470 | ||
| TOTAL NON-CURRENT ASSETS | 230,904,531 | 214,601,081 | ||
| CURRENT ASSETS | ||||
| Contract assets | 34,615,034 | 23,737,120 | ||
| Trade receivables | 125,620,450 | 138,750 | 114,054,464 | 150,256 |
| Sundry receivables and other current assets | 21,574,735 | 18,549,941 | 802,652 | |
| Other short-term financial receivables | 1,604,453 | 1,276,742 | 1,902,002 | 850,000 |
| HFT securities at fair value | 11,827,145 | 17,283,062 | ||
| Cash and cash equivalents | 83,014,503 | 58,250,199 | ||
| TOTAL CURRENT ASSETS | 278,256,319 | 1,415,492 | 233,776,789 | 1,802,909 |
| Assets available for sale | 7,920,000 | |||
| TOTAL ASSETS | 517,080,849 | 1,415,491 | 448,377,869 | 1,802,908 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | 30.09.2025 | Of which with related parties | 31.12.2024 | Of which with related parties |
| SHAREHOLDERS' EQUITY | ||||
| Share capital | 6,503,125 | 6,503,125 | ||
| Reserves | 34,253,408 | 34,139,868 | ||
| Retained earnings (accumulated losses) | 105,938,064 | 93,224,944 | ||
| Profit(loss) for the period | 14,456,572 | 15,895,883 | ||
| TOTAL SHAREHOLDERS' EQUITY(Group) | 161,151,169 | 149,763,820 | ||
| Shareholders' equity attributable to minority interests | 3,136,370 | 2,061,315 | ||
| TOTAL SHAREHOLDERS' EQUITY | 164,287,540 | 151,825,135 | ||
| NON-CURRENT LIABILITIES | ||||
| Non-current financial liabilities | 162,757,831 | 683,126 | 118,993,250 | 1,234,967 |
| Provision for post-employment benefits and | 10,050,330 | 9,199,824 | ||
| other employee provisions | ||||
| Deferred tax provisions | 8,214,064 | 5,159,352 | ||
| Provision for future risks and charges | 972,098 | - | ||
| TOTAL NON-CURRENT LIABILITIES | 181,994,324 | 683,126 | 133,352,425 | 1,234,967 |
| CURRENT LIABILITIES | ||||
| Current financial liabilities | 69,552,200 | 734,391 | 65,657,602 | 726,058 |
| Trade payabòes | 40,989,512 | 30,920 | 43,341,762 | 13,750 |
| Tax payables | 9,546,892 | 5,719,788 | ||
| Sundry payables and other current liabilities | 50,710,383 | 207,720 | 48,481,158 | 107,916 |
| TOTAL CURRENT LIABILITIES | 170,798,986 | 973,031 | 163,200,310 | 847,724 |
| TOTAL LIABILITIES | 352,793,310 | 1,656,157 | 296,552,735 | 2,082,690 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 517,080,849 | 1,656,157 | 448,377,869 | 2,082,690 |
{25}------------------------------------------------
INCOME STATEMENT
| (Importi in migliaia di Euro) | 30.09.2025 | % | Of whichwith related parties | 30.09.2024 | % | Of whichwith related parties |
|---|---|---|---|---|---|---|
| Revenues and other income | 281,498,755 | 100.0% | 58,442 | 219,563,833 | 100.0% | |
| TOTAL REVENUES AND OTHER INCOME | 281,498,755 | 100.0% | 58,442 | 219,563,833 | 100.0% | |
| Purchases of materials and external services | (108,029,097) | -38.4% | (517,489) | (87,144,035) | -39.7% | (154,317) |
| Personnel costs | (129,237,945) | -45.9% | (102,133,423) | -46.5% | ||
| Other operating costs | (3,612,531) | -1.3% | (32,269) | (2,255,862) | -1.0% | - |
| Depreciation and amortisation/Impairment | (13,540,762) | -4.8% | - | (8,720,416) | -4.0% | - |
| OPERATING RESULT | 27,078,419 | 9.6% | (491,316) | 19,310,097 | 8.8% | (154,317) |
| Financial income (charges) | (4,693,115) | -1.7% | (2,080,749) | -0.9% | ||
| Share of profit (loss) of associates | (170,542) | -0.1% | (504,126) | -0.2% | ||
| EARNINGS BEFORE TAXES (EBT) | 22,214,763 | 7.9% | (491,316) | 16,725,221 | 7.6% | (154,317) |
| Income taxes | (6,839,647) | -2.4% | - | (4,757,771) | -2.2% | - |
| NET PROFIT (LOSS) FOR THE PERIOD | 15,375,116 | 5.5% | (491,316) | 11,967,450 | 5.5% | (154,317) |
Attributable to:
Parent Company shareholders 14,456,572 11,984,944 Minority interests 918,544 (17,494)
{26}------------------------------------------------
COMPREHENSIVE INCOME STATEMENT
| 30.09.2025 | 30.09.2024 | |
|---|---|---|
| NET PROFIT (LOSS) FOR THE PERIOD | 15,375,116 | 11,967,450 |
| Attributable to: | ||
| Minority interests | 918,544 | (17,494) |
| Parent Company shareholders | 14,456,572 | 11,984,944 |
| Profit/(Loss) from foreign currency translation differences | (98,065) | (106,801) |
| Gain/(Loss) on the effective part of hedging instruments (cash flow hedge) | (475,939) | (438,313) |
| Total items of other comprehensive income that will be subsequently reclassified toprofit/(loss) for the year net of taxes | (574,004) | (545,114) |
| Defined-benefit plans actuarial gains (losses) | (90,406) | (23,517) |
| Total items of other comprehensive income that will not be subsequently reclassified toprofit/(loss) for the year net of taxes | (90,406) | (23,517) |
| Total profit/(loss) of Other comprehensive income net of taxes | (664,410) | (568,631) |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 14,710,706 | 11,398,819 |
| Attributable to: | ||
| Minority interests | 918,544 | (17,494) |
| Parent Company shareholders | 13,792,162 | 11,416,313 |
{27}------------------------------------------------
SEGMENT DISCLOSURE
For management purposes, and in accordance with IFRS8 principles, the Group is organized into three Business Units based on the end-use of the products and services provided.
The main economic data segmented by area of activity are as follows:
| € thousand | Software Engineering | Smart Solutions | Digital Advisory | Not allocated | Totale Q32025 |
|---|---|---|---|---|---|
| REVENUES | 169,660 | 64,077 | 47,762 | 281,499 | |
| Direct costs | 116,275 | 25,729 | 32,777 | 174,780 | |
| GROSS MARGIN | 53,384 | 38,349 | 14,985 | 106,718 | |
| Research and Development costs | 6,005 | 11,021 | 760 | 17,786 | |
| Commercial costs | 14,576 | 8,578 | 4,206 | 27,360 | |
| General and Administrative costs | 11,347 | 5,608 | 3,493 | 20,448 | |
| EBITDA | 21,457 | 13,142 | 6,526 | 41,124 | |
| Depreciation | 5,395 | 830 | 803 | 7,028 | |
| Amortization | 2,150 | 2,949 | 1,264 | 6,364 | |
| Riorganization and Non Recurrent Costs | 140 | 9 | 505 | 654 | |
| OPERATING PROFIT (EBIT) | 13,772 | 9,354 | 3,953 | 0 | 27,079 |
| Financial income (charges) | (4,693) | (4,693) | |||
| (171) | (171) | ||||
| EARNINGS BEFORE TAXES (EBT) | 13,772 | 9,354 | 3,953 | (4,864) | 22,215 |
| Taxes | (6,840) | (6,840) | |||
| NET PROFIT | 13,772 | 9,354 | 3,953 | (11,704) | 15,375 |
| Attributable to: | |||||
| Parent Company shareholders | 14,456 | ||||
| Minority interests | 919 |
{28}------------------------------------------------
STATEMENT OF CASH FLOWS
| Net Income (Euro)15,375,11615,914,113409,512413,710Financial interest paid123,300-Variance Fair Value Financial Assets(277,417)(763,792)Current income taxes6,839,6476,626,787Variance in deferred taxes2,535,906(172,880)Amortization, depreciation and write-downs13,391,70112,015,938Other non cash costs-1,634,784Cash flows generated by operations before working capital38,397,765(Increase) / Decrease in trade receivables(9,766,340)(Increase) / Decrease in inventories(10,877,914)(5,004,210)ncrease / (Decrease) in trade payables(3,194,052)8,230,319Increase / (Decrease) in other current assets/liabilities(566,122)1,612,599Increase / (Decrease) in severance and other personnel liabilities689,594875,345Changes in working capital(23,714,834)(3,911,287)Paid income taxes(3,460,422)(4,999,470)CASH FLOW GENERATED BY OPERATIONS11,222,50926,757,903Increase in tangible assets(2,569,176)(6,947,354)Increase in intangible assets(5,655,549)(5,988,944)Capitalization of development costs--Decrease in tangible & intangible assets1,335,7112,145,983Net Cash flow from acquisition(18,148,536)(79,784,337)(Increase) / Decrease in trading securities14,858,342169,827(increase) / Decrease in other financial credits(9,200,000)5,293,558(increase) / Decrease in other financial credits(19,379,209)(85,111,267)Proceeds from borrowings107,500,00091,500,000(Repayment) of borrowings(56,573,026)(28,691,686)(Repayment) of Leasing liabilities(5,366,263)(4,270,898)Increase / (Decrease) in other financial liabilites--Increase / (Decrease) in other financial credits--Dividends paid(3,182,763)(2,941,172)Financial interests paid(4,379,762)(3,548,678)Other changes in shareholders' equity(507,898)(627,794)Net change in financial liabilities(4,938,271)4,085,958(Purchase)/Sale of Treasury Shares368,98623,224,812CASH FLOW GENERATED BY FINANCIAL ACTIVITIES32,921,004INCREASE / (DECREASE) IN CASH24,764,304Difference in Currency Translation-(53,591)CASH AT THE BEGINNING OF THE PERIOD58,250,199CASH AT THE END OF THE PERIOD83,014,503 | 30 settembre 2025 | 31 dicembre 2024 | |
|---|---|---|---|
| Non cash costs for Stock Options | |||
| 35,668,660 | |||
| (9,625,340) | |||
| 78,730,542 | |||
| 20,377,178 | |||
| 37,926,613 | |||
| 58,250,199 | |||
| Assets acquired with no effect on cash flow (first adoption IFRS 16)(8,730,744)(7,801,554) | |||
| Liabilities acquired with no effect on cash flow (first adoption IFRS 16)8,730,7447,801,554 |
{29}------------------------------------------------
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY AS AT 30
SEPTEMBER 2025
Group Structure and Consolidation Scope
{30}------------------------------------------------
The Parent Company TXT e-solutions S.p.A. (hereinafter also "TXT") and its subsidiaries operate both in Italy and abroad in the IT sector and provide software and service solutions in extremely dynamic markets that require advanced technological solutions.
The table below shows the companies included in the scope of consolidation under the line-byline method as at 30 September 2025 (see also the organisational diagram in the section "Organisational structure and scope of consolidation") and the relative share of legal interest in the share capital:
| Company name of the subsidiary | Currency | % holding | Share capital |
|---|---|---|---|
| PACE Gmbh | EUR | 100% | 295,000 |
| PACE America Inc. | USD | 100% | 10 |
| PACE Canada Aerospace&IT Inc. | CAD | 100% | 100 |
| PACE Asia Aerospace&IT PTE Ltd | SGD | 100% | 100 |
| TXT NEXT Sarl | EUR | 100% | 100,000 |
| TXT NEXT Ltd. | GBP | 100% | 100,000 |
| TXT Risk Solutions Srl | EUR | 92% | 250,000 |
| TXT Assioma S.r.l. | EUR | 100% | 100,000 |
| AssioPay S.r.l. | EUR | 100% | 10,000 |
| TXT e-swiss SA | CHF | 100% | 100,000 |
| HSPI S.p.A. | EUR | 100% | 1,000,000 |
| TXT Working Capital Solutions S.r.l. | EUR | 60% | 500,000 |
| TeraTron GmbH | EUR | 100% | 75,000 |
| LBA Consulting S.r.l. | EUR | 100% | 10,000 |
| TXT Novigo S.r.l. | EUR | 100% | 1,000,000 |
| DM Mgmt & Consulting S.r.l. | EUR | 100% | 101,000 |
| Soluzioni Prodotti Sistemi S.r.l. | EUR | 100% | 10,000 |
| Butterfly in liquidation S.r.l. | EUR | 100% | 10,000 |
| PGMD Consulting S.r.l. | EUR | 100% | 20,000 |
| TXT ENNOVA S.p.A. | EUR | 100% | 1,098,900 |
| TXT e-Tech S.r.l. | EUR | 100% | 200,000 |
| Fastcode S.p.A. | EUR | 100% | 100,000 |
{31}------------------------------------------------
| TXT Quence S.r.l. | EUR | 100% | 10,000 |
|---|---|---|---|
| TXT Arcan S.r.l. | EUR | 51% | 20,407 |
| ProSim Training Solutions | EUR | 60% | 1,200 |
| NewPos Europe Srl | EUR | 51% | 100,000 |
| IMille Srl Società Benefit | EUR | 100% | 300,000 |
| Uasabi Srl | EUR | 100% | 10,000 |
| IMille Brasil Agencia LTDA | BRL | 100% | 1,000 |
| IMille Start Spa | CLP | 100% | 300,000 |
| IMille Spain SL | EUR | 100% | 3,000 |
| Refine Direct Srl | EUR | 100% | 50,000 |
| Focus PLM Srl | EUR | 100% | 70,000 |
| Webgenesys S.p.A. | EUR | 84.13% | 1,015,228 |
| IT Values S.r.l. | EUR | 100% | 50.000 |
| Pro20 | EUR | 90% | 10.000 |
| Valor Plus S.r.l. (*) | EUR | 100% | 10.000 |
The consolidated financial statements of the TXT Group are presented in Euro, which is also the functional currency. Here below are the foreign exchange rates used for translating the amounts expressed in foreign currency of the subsidiaries into Euro:
• Income statement (average exchange rate in the year)
| Currency | 30.09.2025 | 30.09.2024 |
|---|---|---|
| British Pound (GBP) | 0,85059 | 0,8513 |
| US Dollar (USD) | 1,11880 | 1,0871 |
| Swiss Franc (CHF) | 0,93930 | 0,9581 |
| Canadian Dollar (CAD) | 1,56380 | 1.,787 |
| Singapore Dollar (SGD) | 1,46460 | 1,4539 |
| Chilean Peso (CLP) | 1.069,960 | 1.018,44 |
| Brazilian Real (BRL) | 6,31870 | 5,6978 |
| United Arab Emirates Dirham (AED) | 4,10870 | 3,9925 |
{32}------------------------------------------------
• Balance sheet (exchange rates as at 30 September 2025 and 31 December 2024)
| Currency | 30.09.2025 | 31.12.2024 |
|---|---|---|
| British Pound (GBP) | 0,87340 | 0,82918 |
| US Dollar (USD) | 1,17410 | 1,03890 |
| Swiss Franc (CHF) | 0,93640 | 0,94120 |
| Canadian Dollar (CAD) | 1,63460 | 1,49480 |
| Singapore Dollar (SGD) | 1,51450 | 1,41640 |
| Chilean Peso (CLP) | 1.133,450 | 1.033,760 |
| Brazilian Real (BRL) | 6,24320 | 6,42530 |
| United Arab Emirates Dirham (AED) | 4,31190 | 4,1117 |
2. Principles for the Preparation of the Consolidated Financial Statements
The Group's annual consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Community as of the date of preparation of these financial statements, as well as the measures issued pursuant to Article 9 of Legislative Decree No. 38/2005 and other applicable legal provisions and Consob regulations regarding financial statements.
This quarterly report has been prepared in the form and content required by IAS 34 "Interim Financial Statements" and has been drafted in compliance with the International Financial Reporting Standards ("IAS – IFRS") issued by the International Accounting Standards Board and adopted by the European Union, including all interpretations issued by the IFRS Interpretations Committee, formerly known as the Standing Interpretations Committee ("SIC").
The report as of September 30, 2025, consists of the consolidated financial statements along with the reclassified consolidated financial schedules, which are consistent in form and content with the financial statements for the fiscal year 2024. Therefore, these financial statements do not include all the information required by the annual financial statements and should be read in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2024. They have been prepared based on the accounting records as of September 30, 2025, under the
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The accounting policies followed in the preparation of the financial statements, as well as the composition and variations of their individual items, are provided below.
Unless otherwise indicated, all amounts are expressed in euros. The euro is also the functional currency.
The publication and issuance of this document were approved by the Board of Directors on November 13, 2025.
3. Accounting Principles and Interpretations Applied from 1st January 2025
The accounting policies adopted for the preparation of the abbreviated quarterly consolidated financial statements are consistent with those used in the preparation of the consolidated financial statements as of December 31, 2024, as described in the Annual Financial Report in Note 4, "Accounting and Consolidation Policies."
As of September 30, 2025, there are no significant effects arising from changes to the International Financial Reporting Standards (IFRS), which were scheduled to be implemented as of January 1, 2025.
4. Risk management
Regarding business risks, the main financial risks identified and monitored by the Group are as follows:
- Currency risk
- Interest rate risk
- Credit risk
- Liquidity and investment risk
- Other risks
The financial risk management objectives and policies of TXT e-solutions Group reflect those outlined in the consolidated financial statements for the fiscal year ended December 31, 2024, to which reference is made.
5. Transactions with related parties
For the Group, related parties are:
a) entities that, directly or indirectly, even through subsidiaries, trustees or third parties:
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- control TXT e-solutions S.p.A.;
- are subject to joint control with TXT e-solutions S.p.A.;
- have an interest in TXT e-solutions S.p.A. such as to exercise a significant influence.
- b) Associates of TXT e-solutions S.p.A.
- c) Joint ventures in which TXT e-solutions S.p.A. participates.
- d) The managers with strategic responsibilities of TXT e-solutions S.p.A. or one of its parent companies.
- e) Close members of the family of parties referred to in the above points a) and d).
- f) Entities controlled or jointly controlled or subject to significant influence by one of the parties as per points d) and e), or in which said parties hold, directly or indirectly, a significant interest, in any case at least 20% of the voting rights.
- g) An occupational, collective or individual pension fund, either Italian or foreign, set up for TXT esolutions S.p.A.'s employees or any other related entity.
The following tables show the overall amounts of the transactions carried out with related parties.
Trade transactions
Trade transactions with related parties of the Group exclusively refer to amounts paid to the directors and to key management personnel:
| As at 30 September 2025 | Receivables | Payables | Costs | Revenues |
|---|---|---|---|---|
| LAS LAB Srl | 18,300 | 17,500 | - | - |
| Paydo | 98,841 | 13,420 | 32,269 | 38,580 |
| Reversal | 16,809 | - | - | 15,062 |
| TXT Media | 4,800 | - | - | 4,800 |
| Directors and key management personnel | - | 207,720 | 517,489 | - |
| Total as at 30.09.2025 | 138,750 | 238,640 | 549,758 | 58,442 |
| As at 31 December 2024 | Receivables | Payables | Costs | Revenues |
|---|---|---|---|---|
| TXT Healthprobe Srl | - | - | - | - |
| LAS LAB Srl | 122,366 | 13,750 | - | - |
| Simplex Srl | - | - | - | 758,498 |
| PayDo Spa | 22,509 | - | - | - |
| Reversal Spa | 5,381 | - | - | 22,181 |
| Directors and key management person | - | 107,916 | 691,162 | - |
| nelTotal as at 31.12.2024 | 150,256 | 121,666 | 691,162 | 780,679 |
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Financial relationships with related parties of the Group refer to loans granted to and received from the parent company of non-controlled subsidiaries. Transactions with Laserfin S.r.l. concern financial liabilities arising from the application of IFRS 16 and represent the future lease payments under the rental contract for the property housing the company's headquarters:
| As at 30 September 2025 | Receivables | Payables | Costs | Revenues |
|---|---|---|---|---|
| TXT Media | 184,090 | - | - | - |
| TXT Healthprobe Srl | 642,652 | - | - | - |
| PayDo | 450,000 | - | - | - |
| Laserfin Srl | - | 1,417,516 | - | - |
| Total as at 30.09.2025 | 1,276,742 | 1,417,516 | - | - |
| As at 31 December 2024 | Receivables | Payables | Costs | Revenues |
|---|---|---|---|---|
| Reversal Spa | 850,000 | - | - | 2,508 |
| TXT Healthprobe Srl | 602,652 | - | - | - |
| PayDo Spa | 200,000 | - | - | - |
| Laserfin Srl | - | 1,961,025 | - | - |
| Total as at 31.12.2024 | 1,652,652 | 1,961,025 | - | 2,508 |
6. Certification of the Interim Management Report pursuant to Article 154-bis of Legislative Decree No. 58/1998
pursuant to Article 81-ter of Consob Regulation No. 11971 of 14 May 1999, as subsequently amended and supplemented
The undersigned Enrico Magni, as Chairman of the Board of Directors, and Eugenio Forcinito, as Manager responsible for preparing corporate accounting documents for TXT e-solutions S.p.A. certify, also pursuant to Art. 154-bis, paragraphs 3 and 4 of Italian Legislative Decree No. 58 dated 24 February 1998:
- the adequacy, in relation to the company's characteristics; and
- the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements as at 30 September 2025.
The assessment of the adequacy of the administrative and accounting procedures for the preparation of the consolidated financial statements as at 30 September 2025 is based on a
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process defined by TXT in line with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission which represents a reference framework that is generally accepted at an international level.
We also certify that the consolidated financial statements as at 30 September 2025:
- correspond to the accounting books and records;
- were prepared in compliance with the International Financial Reporting Standards endorsed by the European Union as well as with the implementing measures for Art. 9 of Italian Legislative Decree No. 38/2005;
- are suitable to provide a true and fair view of the equity, economic and financial position of the issuer.
The interim management report includes a reliable analysis of the significant events that occurred during the first nine months of the fiscal year and their impact on the abbreviated financial statements, along with a description of the main risks and uncertainties for the remaining months of the fiscal year. Additionally, the report provides a reliable analysis of the information regarding significant related party transactions.
Manager responsible for preparing corporate Chairman of the Board of Directors accounting documents
Eugenio Forcinito Enrico Magni
Milan, 13 November 2025
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