Actia GroupEURONEXT: ALATI

2025 Half-yearly financial report

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HALF-YEARLY FINANCIAL REPORT 30 JUNE 2025

ACTIA Group

French limited liability company with a Board of Directors

with Share Capital of €15,074,955.75 Registered Office: 5, rue Jorge Semprun 31400 Toulouse

Toulouse Trade and Companies Register: 542 080 791

We present herein the interim financial report covering the six-month period ended 30 June 2025, drawn up in compliance with the provisions of Article 4.2 of the EURONEXT Growth Markets Rule Book.

Half-Yearly Financial Report – 30 June 2025

2

This report is distributed in compliance with the provisions of Article 4.1.4 of the EURONEXT Growth Markets Rule Book. It is also available on our company site - https://www.actia.com.

Contents

CONTENTS

  1. CHAIRMAN’S STATEMENT 4

  2. HALF-YEARLY MANAGEMENT REPORT 5

    1. Activity 5

    2. Income 8

    3. Net debt 9

    4. Future prospects 9

    5. Principal related party transactions 9

  3. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10

    1. Condensed statement of the financial situation 10

    2. Condensed income statement 12

    3. Condensed statement of comprehensive income 13

    4. Condensed statement of changes in equity 14

    5. Condensed consolidated cash flow statement 15

    6. Notes to the consolidated financial statements 16

      Note 1. Information about the Group – Entity presenting the financial statements 16

      Note 2. Accounting principles 16

      Note 3. Consolidated companies 17

      Note 4. Goodwill 18

      Note 5. Intangible assets 18

      Note 6. Tangible assets 18

      Note 7. Stocks and work in progress 19

      Note 8. Trade receivables, Other current receivables and Current tax credit 19

      Note 9. Order book 20

      Note 10. Cash, cash equivalents and financial instruments at fair value through profit and loss 21

      Note 11. Deferred taxation 22

      Note 12. Financial assets and liabilities 22

      Note 13. Financial liabilities 23

      Note 14. Equity 25

      Note 15. Provisions 25

      Note 16. Personnel benefits 25

      Note 17. Trade payables, Other current liabilities, Corporate taxes (IS) 25

      Note 18. Assets and liabilities held for sale 26

      Note 19. Operating segments 26

      Note 20. Income taxes 29

      Note 21. Financial Result 29

      Note 22. Transactions with related parties 29

      Note 23. Off-balance-sheet commitments and encumbered assets 30

      Note 24. Risk factors 30

      Note 25. Post-balance sheet events 31

  4. STATUTORY AUDITORS’ REPORT32

Half-Yearly Financial Report – 30 June 2025

3

  1. Chairman’s statement

    1. ‌CHAIRMAN’S STATEMENT

      I hereby certify, to the best of my knowledge, that the condensed interim financial statements have been drawn up in compliance with the applicable accounting standards and give a true and fair view of the assets, financial health and results of all the companies included in the scope of consolidation and that the half-yearly management report in Section 2 “Half-yearly Management Report” gives a true and fair view of the important events that have occurred during the six months under review and of their effect on the interim accounts, the principal related party transactions, and a description of the principal risks and areas of uncertainty for the remaining six months of the financial year.

      17 September 2025

      Jean-Louis Pech

      Chairman and CEO

      Half-Yearly Financial Report – 30 June 2025

      4

  2. Half-yearly management report

  1. ‌HALF-YEARLY MANAGEMENT REPORT

    1. ‌Activity
      1. Group

        The Group’s consolidated financial statements show turnover of €266.4 million for the first half of 2025, down

        by 4.7%.

        Consolidated turnover in €M, IFRS

        2025

        2024

        Variation (in €M and as %)

        Q1

        125.8

        139.8

        -14.0

        -10.0%

        of which total sales (1)

        138.1

        151.6

        -13.5

        -8.9%

        of which intra-group sales

        -12.3

        -11.8

        +0.5

        +4.4%

        Q2

        140.6

        139.7

        +0.9

        +0.7%

        of which total sales (1)

        151.5

        150.2

        +1.3

        +0.9%

        of which intra-group sales

        -10.8

        -10.5

        +0.4

        +3.4%

        H1

        266.4

        279.5

        -13.1

        -4.7%

        of which total sales (1)

        289.6

        301.8

        -12.2

        -4.0%

        of which intra-group sales

        -23.2

        -22.3

        +0.9

        +3.9%

        (1) Consolidated turnover corresponds to sales from which intra-group invoices are deducted.

        France

        Europe (hors France) Asie

        Amériques Afrique & Océanie

        S1 2025

        266,4 M€

        S1 2024

        279,5 M€

        13,6%

        9,1%

        2,8%

        41,8%

        12,5%

        7,4%

        2,7%

        39,8%

        58.2% of consolidated turnover generated internationally.

        9.1%

        41.8%

32.7%

H1 2025

€266.4 million

13.6%

2.8%

39.8%

37.5%

H1 2024

€279.5 million

12.5%

7.4%

2.7%

France

Europe (excl. France) Asia

Americas

Africa & Oceania

32,7%

37,5%

      1. Mobility Division

        The Mobility division designs and produces on-board electronic equipment and systems to address the various challenges faced by terrestrial mobility in the areas of road and rail transport, goods and passenger transport, and agriculture and construction machinery. Smart and upgradeable technologies are integrated into the wide range of solutions and associated services in order to improve the user experience, encourage the energy transition and contribute to the sustainability of vehicles, while also accelerating progress towards new generations of vehicles, such as software-defined, electric and autonomous vehicles, etc.

        For the first half of 2025, the division’s sales fell by 9.6% (-€22.8 million) to €215.5 million, and can be broken

        down as follows:

        Mobility Division, Sales in €M

        2025

        2024

        Variation (in €M and as %)

        Q1

        Q2

        103.4

        112.2

        122.8

        115.5

        -19.5

        -3.3

        -15.9%

        -2.9%

        H1

        215.5

        238.3

        -22.8

        -9.6%

        Half-Yearly Financial Report – 30 June 2025

        5

        In €M

        H1 2025

        H1 2024

        Variation in Variation as

        €M

        %

        2. Half-yearly management report

        Light vehicles

        31.7

        42.4

        -10.7

        -25.2%

        HGVs

        47.2

        53.6

        -6.4

        -11.9%

        Buses & Coaches

        47.0

        40.7

        6.3

        15.5%

        Off highway (1)

        33.8

        34.4

        -0.6

        -1.7%

        Rail

        21.6

        31.3

        -9.7

        -31.0%

        Other

        34.2

        35.9

        -1.7

        -4.7%

        Mobility Division

        215.5

        238.3

        -22.8

        -9.6%

        (1) Off highway: agricultural machinery, construction machinery

        In Q2 2025, the Mobility Division generated sales of €112.2 million, representing 74.0% of Group sales, compared to 76.9% a year earlier. Although the difficulties in the European Automotive sector continue, the division has benefited from the introduction of new regulatory requirements (RED II), which have led some customers, particularly in the HGV sector, to shift their orders to older generations of products. This trend temporarily underpinned business in Q2, to the detriment of Q3, which should reflect a lag in demand for new generations of products developed by ACTIA. Major technical milestones were achieved in the development of new centralised electronic architectures (zonal computers and HPC*), notably for applications in the key HGV and Specialist Vehicle segments. Business in the Buses & Coaches sector continued to be driven by contracts won in China, where the vehicles are enjoying growing international success. In the Rail sector, sales fell back significantly, due to the completion in Q2 2024 of programmes (for the Olympic Games in particular) that had made a strong contribution to business a year earlier. Most of the new contracts, particularly with Alstom outside France, are currently in the engineering phase, with no significant deliveries expected before mid-2026. There are still many commercial successes in this segment, and ACTIA is continuing to reconfigure this Rail business, particularly at Millau, to take better advantage of opportunities in this market and maximise performance when future programmes come on stream.

        The division’s EBITDA stood at €6.8 million, compared to €29.3 million at 30 June 2024 (-€22.5 million). The downturn in business recorded since the first months of 2024, reaching its low point in late 2024/early 2025, is impacting the profitability of the division, particularly the plants, and therefore affecting its operating income. It should be noted that the division did not benefit this year from the proceeds from the transfer of an ACTIA software solution for on-board systems for vehicles, as part of the technological collaboration with Ampere (March 2024), which had offset the collapse in operating profitability in 2024. In addition, the changes implemented in the organisation of the production sites have resulted in exceptional personnel costs for the year, for which provision is being made as of 30 June (around €3 million).

        *HPC: High Performance Computing

      2. Aerospace Division

        The Aerospace Division designs and produces on-board electronic systems for aeronautics and space, as well as complete, integrated solutions for satellite telecommunications.

        Aerospace Division, Sales in €M

        2025

        2024

        Variation (in €M and as %)

        Q1

        Q2

        15.8

        20.6

        13.2

        18.1

        +2.7

        +2.5

        +20.1%

        +13.7%

        H1

        36.5

        31.3

        5.1

        16.4%

        The division generated sales of €36.5 million in the first half of 2025 (+16.4%). In Q2 2025, the Aerospace Division once again posted sustained sales growth, up 13.7% to €20.6 million. This performance reflects growth in France and Sweden, stronger momentum from major European Defence customers, and the impact of the integration of STEEL Electronique, which has been consolidated since 1 June 2024. The Aerospace Division has confirmed its position as a systems manufacturer with a global offering that includes turnkey solutions, attracting strong interest from export markets.

        Half-Yearly Financial Report – 30 June 2025

        6

        2. Half-yearly management report

        The division’s EBITDA stood at €1.8 million compared to €1.3 million at 30 June 2024 (+€0.6 million).

        In addition, in accordance with the contracts signed in May 2024, DIADEM Industries exercised its put option on 3.75% of ACTIA Aerospace's capital. At 30 June 2025, ACTIA Group now holds 88.75% of its subsidiary's capital.

      3. Energy Division

        The Energy Division develops, integrates and implements innovative solutions for the management, transmission and distribution of electric power for major energy players.

        Energy Division, Sales in €M

        2025

        2024

        Variation (in €M and as %)

        Q1

        Q2

        8.2

        7.5

        6.0

        6.0

        +2.2

        +1.4

        +36.9%

        +23.7%

        H1

        15.7

        12.1

        3.7

        30.3%

        The division’s sales were €15.7 million in the first half of 2025. In Q2 2025, the Energy Division recorded growth of 23.7% to €7.5 million, in line with its development trajectory, driven in particular by the success of its solutions and equipment for smart grid management. This increase reflects the successful roll-out of solutions for energy networks in France, as well as the pursuance of the contracts won in Africa for the optimisation of electricity distribution infrastructure and smart grids.

        The division's EBITDA stood at break-even (~€0.0 million) compared to €0.7 million at 30 June 2024 (-€0.7 million). The strong growth in the business is generating substantial external costs at this stage, as it takes time to find the teams and organisation needed to sustain the business.

      4. Engineering Services Division

        The Engineering Services Division designs and develops on-board products and systems, augmented with software services for the mobility and industrial sectors. This division includes technological collaborations in the field of on-board systems for vehicles.

        Engineering Division, Sales in €M

        2025

        2024

        Variation (in €M and as %)

        Q1

        Q2

        9.2

        9.7

        8.7

        9.7

        0.5

        0.0

        +5.9%

        0.0%

        H1

        18.9

        18.3

        0.5

        +2.8%

        The division generated sales of €18.9 million in the first half of 2025, up 2.8%. In Q2 2025, the Engineering Division generated turnover of €9.7 million, stable compared to the same period in 2024. ACTIA's expertise continues to be acclaimed, particularly in the field of on-board systems for vehicles and Software Defined Vehicles (SDV), and also for major European accounts in the electronics sector.

        The division’s EBITDA stood at €3.9 million, compared to €4.1 million at 30 June 2024 (-€0.3 million). Business growth has led to the development of a skilled R&D team in France, resulting in a slight increase in personnel costs.

        Half-Yearly Financial Report – 30 June 2025

        7

    1. ‌Income

      The consolidated results were as follows:

      2. Half-yearly management report

      In €K

      H1 2025

      H1 2024

      Variation %

      in €K variation

      Revenue

      266,419

      279,471

      -13,052

      -4.7%

      Operating income

      -3,209

      21,577

      -24,786

      -114.9%

      Financial Result

      -10,985

      -2,548

      -8,438

      331.2%

      Income for the period

      -13,380

      12,547

      -25,927

      -206.6%

      In conjunction with the decline in business and the reduction in inventoried production, the material consumption rate stood at 49.5% compared to 51.8% at 30 June 2024. Purchases also benefited from a sharp appreciation of the euro over the period, with the average US dollar exchange rate at 1.113 compared to 1.093 in the first half of 2024.

      Personnel expenses rose to €86.8 million from €83.2 million at 30 June 2024 (+€3.6 million). This increase is due to reorganisation costs, which were incurred or committed (provisions) to take account of production level and the challenges of digitalisation and robotisation to maintain our capacity to produce to the highest international standards. The workforce stands at 3,990, compared to 4,210 a year earlier (-220 people), taking into account the disposal of our subsidiary ATAL (45 people - February 2025) and the transfer of the team for Ampere (85 people compared to 30 June 2024 - October 2024). As a result of changes in our markets, recruitment to keep pace with requirements is now strictly controlled.

      External expenses were kept under control at €34.4 million, compared to €36.2 million at 30 June 2024

      (-5.1%), mainly due to lower maintenance and transport costs.

      Provisions for depreciation increased slightly to €14.5 million from €13.4 million at 30 June 2024.

      In a persistently difficult environment, R&D expenditure was devoted to developments linked to commercial successes, and reached €46.4 million in the first half of 2025, a decrease of €1.3 million compared to 30 June 2024. R&D expenditure corresponded to 17.4% of turnover, compared to 17.1 % at 30 June 2024. The re-invoicing rate was 51.2% (compared to 49.0% a year earlier) and the capitalisation rate fell slightly to 11.3% of expenditure, compared to 13.3% at 30 June 2024.

      As a result, the Group's current operating income fell to -€3.3 million, compared to €1.9 million at 30 June 2024 (-€5.2 million), reflecting the impact of the decline in sales from medium and large production runs (HGVs and off-highway) on the absorption of fixed costs, and the efforts made to adapt ACTIA's organisation to meet the challenges of international competition and improve its profitability.

      The operating income stood at -€3.2 million, compared to €21.6 million at the end of June 2024, with the inclusion of the proceeds from the transfer of an ACTIA software solution for on-board systems for vehicles, as part of the technological collaboration with Ampere (end of March 2024).

      EBITDA for the period stood at €11.5 million, compared to €35.2 million at 30 June 2024.

      The financial result stood at -€11.0 million compared to -€2.5 million at 30 June 2024 (-€8.4 million). It includes interest charges of -€4.6 million, compared to -€4.4 million at 30 June 2024. Despite the reduction in debt, this represents an additional charge of €0.2 million, linked to the rise in interest rates affecting the cost of short-term variable-rate borrowings and new medium-term credit lines. In this way, the average interest rate of the debt stood at 4.53% compared to 4.00% at 30 June 2024.

      Other financial income includes the -€6.6 million change in fair value of financial instruments at 30 June 2025, compared to €1.8 million for the same period last year, a difference of -€8.4 million. The purpose of hedging instruments is to ensure that the average purchase price of US dollars is equal to the price sold when customer contracts are signed.

      After income tax of +€0.7 million at 30 June 2025, compared to -€6.5 million a year earlier, income for the period fell to -€13.4 million, compared to €12.5 million at 30 June 2024 (-€25.9 million).

      Half-Yearly Financial Report – 30 June 2025

      8

    2. ‌Net debt

      2. Half-yearly management report

      ACTIA generated cash flow from operations of €18.6 million over the period, including a €14.4 million reduction in WCR, reflecting the action taken to continue reducing inventories (down €9.4 million compared to 31 December 2024), which had risen abnormally following component shortages (February 2021 - June 2023).

      Cash flow from investment activities consumed €11.0 million, compared to a generation of €13.3 million last year, with the proceeds from the transfer of an ACTIA software solution for on-board systems for vehicles, as part of the technological collaboration with Ampere, and the cash flow from STEEL Electronique, acquired in May 2024. Apart from factors specific to the 2024 financial year, this level is slightly lower than in the past, reflecting the choices made to maintain investment in a constrained environment.

      As a result, net debt stood at €147.6 million at 30 June 2025, compared to €150.1 million at 31 December 2024, down by €2.5 million.

    3. ‌Future prospects

      The contrasting performance of the various divisions in the first half of 2025 reflects the different dynamics of the markets addressed by ACTIA, but confirms the strength of its technological and industrial positioning. In the current economic climate, ACTIA Group remains cautious about the momentum of its Mobility Division, whose mass production markets are not recovering after a sharp erosion in 2024. Continued growth in the other 3 divisions (Aerospace, Energy and Engineering Services) should nevertheless enable turnover in 2025 to stabilise at the 2024 level of around €535 million.

      In response to this environment, ACTIA is continuing to adapt its industrial facilities as part of an overall rationalisation programme designed to bring its organisation and production capacity into line with current market realities, while preserving room for manoeuvre to enable a swift rebound if necessary. The various sites and their organisation continue to evolve to become more competitive, keep pace with technological developments and preserve the Group's expertise over time. This programme is also accompanied by increased efforts to preserve cash and reduce inventories, following on from the successful initiatives launched the previous year.

      As a driver of innovation, ACTIA Group is naturally moving towards Software-Defined Vehicle technologies, artificial intelligence and eco-design, which is the Group’s main lever in its contribution to decarbonisation. In 2026, the launch of new product families will reinforce ACTIA Group’s growth trajectory towards its target of €700 million in revenue by 2028.

      Consequently, the ACTIA Group Board of Directors approved the financial statements on 30 June 2025 according to the going concern principle.

    4. ‌Principal related party transactions

      The principal transactions between related parties are described in Note 22 “Transactions with related parties”

      in the notes to the condensed consolidated financial statements at 30 June 2025.

      Half-Yearly Financial Report – 30 June 2025

      9

      3. Condensed consolidated interim financial statements

  1. ‌CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    1. ‌Condensed statement of the financial situation

      Consolidated assets in €K

      Notes

      30/06/2025

      31/12/2024

      Goodwill Note 4

      25,583

      25,583

      Development costs Note 5

      50,234

      51,063

      Other intangible assets Note 5

      4,612

      5,232

      Total intangible assets Note 4 and 5

      80,429

      81,877

      Land Note 6

      3,100

      3,202

      Buildings Note 6

      33,370

      33,452

      Technical equipment Note 6

      11,641

      12,549

      Other tangible assets Note 6

      12,837

      15,383

      Total tangible assets Note 6

      60,949

      64,585

      Equity method investments

      1,045

      991

      Other non-current financial assets

      1,823

      1,975

      Deferred taxation Note 11

      15,137

      14,669

      Non-current tax credit

      18,987

      16,151

      TOTAL NON-CURRENT ASSETS

      178,370

      180,248

      Inventory and work-in-process Note 7

      177,001

      186,384

      Trade receivables Note 8

      150,210

      150,749

      Other current receivables Note 8

      23,933

      22,937

      Current tax credit Note 8

      10,385

      10,575

      Fair value of financial asset instruments Note 10.2

      0

      2,978

      Cash and cash equivalents Note 10.1

      56,777

      71,024

      TOTAL CURRENT ASSETS

      418,305

      444,647

      Assets held for sale Note 18

      0

      1,294

      TOTAL ASSETS

      596,676

      626,190

      Half-Yearly Financial Report – 30 June 2025

      10

      3. Condensed consolidated interim financial statements

      Consolidated Equity Capital and Liabilities in €K

      Notes

      30/06/2025

      31/12/2024

      Capital Note 14

      15,075

      15,075

      Premiums Note 14

      17,561

      17,561

      Reserves Note 14

      118,642

      105,910

      Translation reserve Note 14

      (7,230)

      (4,878)

      Treasury shares Note 14

      (162)

      (162)

      Income for the period Note 14

      (12,911)

      13,932

      Group common shareholders’ equity Note 14

      130,974

      147,437

      Non-controlling interests Note 14

      3,097

      5,450

      EQUITY Note 14

      134,071

      152,887

      Borrowings from credit institutions Note 13

      96,320

      107,680

      Finance lease financial liabilities Note 13

      11,642

      12,582

      Other financial liabilities Note 13

      6,826

      8,611

      Total non-current debt Note 13

      114,788

      128,872

      Deferred tax liabilities Note 11

      612

      584

      Pension liabilities and other long-term benefits Note 16

      7,428

      7,666

      TOTAL NON-CURRENT LIABILITIES

      122,827

      137,123

      Provisions Note 15

      11,827

      10,577

      Borrowings from credit institutions - current share Note 13

      42,099

      42,737

      Finance lease financial liabilities - current share Note 13

      5,324

      5,248

      Other financial liabilities - current share Note 13

      3,050

      3,302

      Short-term bank borrowings Note 13

      39,168

      40,979

      Fair value of financial liability instruments Note 10.2

      3,641

      0

      Total current debt

      93,282

      92,266

      Trade payables Note 17

      85,255

      79,298

      Other liabilities Note 17

      126,840

      123,362

      Corporate taxes (IS) Note 17

      2,235

      8,258

      Deferred income

      20,337

      22,128

      TOTAL CURRENT LIABILITIES

      339,777

      335,888

      Liabilities held for sale Note 18

      0

      292

      TOTAL EQUITY AND LIABILITIES

      596,676

      626,190

      Half-Yearly Financial Report – 30 June 2025

      11

    2. ‌Condensed income statement

      3. Condensed consolidated interim financial statements

      Consolidated income in €K

      Notes

      H1 2025

      H1 2024

      Revenue from ordinary activities (Turnover)

      Note 19

      266,419

      279,471

      - Materials and supplies

      (132,467)

      (144,305)

      - Personnel expenses

      (86,762)

      (83,216)

      - External expenses

      (34,396)

      (36,228)

      - Taxes

      (2,739)

      (2,644)

      - Provisions for depreciation

      Note 19

      (14,545)

      (13,437)

      +/- Changes in stocks of finished goods and work in progress

      1,025

      (660)

      +/- Exchange gains / losses on operating activities

      (2,943)

      865

      + Research tax credit

      3,107

      2,059

      Current operating income

      Note 19

      (3,301)

      1,904

      + Other operating revenue and expenses

      92

      19,673

      - Impairment of goodwill

      Note 4

      0

      0

      Operating income

      Note 19

      (3,209)

      21,577

      + Income from cash and cash equivalents

      155

      3

      - Interest and financial costs

      Note 19

      (4,626)

      (4,421)

      + Other financial income / (costs)

      (6,515)

      1,870

      Financial Result

      Note 21

      (10,985)

      (2,548)

      + Net income Group share equity method consolidated companies

      85

      59

      + Income tax

      Note 19 and

      20

      729

      (6,542)

      Net income from continuing operations

      Note 19

      (13,380)

      12,547

      Net income from discontinued operations

      0

      0

      Income for the period

      Note 19

      (13,380)

      12,547

      * attributable to Group shareholders

      Net income from continuing operations

      (12,911)

      0

      (12,911)

      (469)

      0

      (469)

      12,196

      Net income from discontinued operations

      0

      Net income for the period

      12,196

      * non-controlling interests

      Net income from continuing operations

      351

      Net income from discontinued operations

      0

      Net income for the period

      351

      Basic and diluted net earnings per share from continuing

      operations (in €) - Group share

      (0.64)

      0.61

      Basic and diluted net earnings per share from discontinued

      operations (in €) - Group share

      0.00

      0.00

      Basic and diluted earnings per share (in €) - Group share

      (0.64)

      0.61

      Half-Yearly Financial Report – 30 June 2025

      12

      3. Condensed consolidated interim financial statements

    3. ‌Condensed statement of comprehensive income

      Statement of comprehensive income in €K

      H1 2025

      H1 2024

      Income for the period (13,380) 12,547

      Items that will not be reclassified to profit or loss

      400

      187

      Defined benefit pension plans – Actuarial differences

      530

      246

      Deferred taxation on defined benefit pension plans – Actuarial differences

      (129)

      (59)

      Items that may subsequently be reclassified to profit or loss

      (2,132)

      (662)

      Cumulative translation differences

      (2,132)

      (662)

      Other comprehensive income, net of tax (1,732) (476)

      Comprehensive income for the period (15,112) 12,071

      Attributable:

      * to Group shareholders

      (14,613)

      11,721

      * to non-controlling interests

      (499)

      350

      Consolidated comprehensive income attributable to Group shareholders and coming from:

      * Continuing operations

      (14,613)

      11,721

      * Discontinued operations

      0

      0

      Consolidated comprehensive income attributable to non-controlling interests and coming from:

      * Continuing operations

      (499)

      350

      * Discontinued operations

      0

      0

      Half-Yearly Financial Report – 30 June 2025

      13

      3. Condensed consolidated interim financial statements

    4. ‌Condensed statement of changes in equity

      In €K

      Capital

      Treasury shares

      Premiums

      Consolidated reserves, retained earnings

      Translation reserve

      Total attributable to the Group

      Non-controlling interests

      Total

      Shareholders’

      funds

      At 01/01/2024

      15,075

      (162)

      17,561

      110,231

      (4,122)

      138,583

      3,236

      141,819

      Consolidated income 0

      0

      0

      12,196

      0

      12,196

      351

      12,547

      Other comprehensive income 0

      0

      0

      179

      (654)

      (475)

      (0)

      (476)

      Comprehensive income for the period 0

      0

      0

      12,375

      (654)

      11,721

      350

      12,071

      Transactions with shareholders

      Distributions to shareholders 0

      0

      0

      (2,412)

      0

      (2,412)

      (372)

      (2,784)

      Capital increases 0

      0

      0

      0

      0

      9,200

      9,200

      Minority interests

      0

      from business combinations

      0

      0

      6,088

      0

      6,088

      (6,088)

      0

      Cross call and put options on minority 0

      0

      0

      (8,282)

      0

      (8,282)

      0

      (8,282)

      Other 0

      0

      0

      153

      0

      153

      (175)

      (22)

      Comprehensive income

      interests

      At 30/06/2024

      15,075

      (162)

      17,561

      118,153

      (4,776)

      145,850

      6,153

      152,003

      At 01/01/2025

      15,075

      (162)

      17,561

      119,842

      (4,878)

      147,437

      5,450

      152,887

      Consolidated income 0

      0

      0

      (12,911)

      0

      (12,911)

      (469)

      (13,380)

      Other comprehensive income 0

      0

      0

      391

      (2,093)

      (1,702)

      (30)

      (1,732)

      Comprehensive income for the period 0

      0

      0

      (12,520)

      (2,093)

      (14,613)

      (499)

      (15,112)

      Transactions with shareholders

      Distributions to shareholders 0

      0

      0

      (2,424)

      0

      (2,424)

      (246)

      (2,670)

      Capital increases 0

      0

      0

      0

      0

      0

      Minority interests

      0

      from business combinations

      0

      0

      812

      0

      812

      (812)

      0

      Cross call and put options on minority 0

      0

      0

      (180)

      0

      (180)

      (180)

      Changes in scope 0

      0

      0

      260

      (260)

      0

      (794)

      (794)

      Other 0

      0

      0

      (58)

      0

      (58)

      (2)

      (60)

      At 30/06/2025 15,075

      (162)

      17,561

      105,731

      (7,231)

      130,974

      3,097

      134,071

      Comprehensive income

      interests

      Half-Yearly Financial Report – 30 June 2025

      14

      3. Condensed consolidated interim financial statements

    5. ‌Condensed consolidated cash flow statement

      Consolidated cash flow statement in €K

      Notes

      H1 2025

      H1 2024

      Income for the period

      Note 3.2

      (13,380)

      12,547

      Adjustments for:

      Depreciation and provisions

      14,997

      13,943

      Profit / loss from disposal of assets

      899

      (19,942)

      Interest charges

      Note 3.2

      4,626

      4,421

      Current tax charge (excl. research tax credit)

      362

      3,263

      Changes to deferred taxation

      (1,091)

      3,279

      Research tax credit

      (3,107)

      (2,059)

      Other income / expense

      7,390

      (2,179)

      Share of the profit / loss of associates

      Note 3.2

      (85)

      (59)

      Operating cash flow before changes to working capital requirements

      10,610

      13,212

      Changes to working capital requirements related to the business

      14,448

      3,686

      Income tax paid (excluding research tax credit)

      (6,722)

      (1,470)

      Research tax credit collected

      292

      4,020

      Net cash flow from operating activities

      18,629

      19,448

      Capital purchases

      (8,409)

      (10,521)

      Dividends received from associates

      31

      27

      Income from disposal of assets

      52

      20,012

      Changes in loans and advances

      150

      91

      Cash flow from changes in scope

      Note 1

      (2,832)

      3,698

      Net cash flow from investing activities

      (11,007)

      13,306

      Dividends paid to the owners of the parent company

      0

      (2,412)

      Dividends paid to non-controlling interests in consolidated companies

      0

      (372)

      New borrowings

      Note 13

      9,601

      1,665

      Repayment of borrowings

      Note 13

      (21,824)

      (22,492)

      Reimbursement of lease liabilities

      Note 13

      (2,971)

      (3,446)

      Interest paid

      (4,626)

      (4,421)

      Net cash flow from financing activities

      (19,819)

      (31,477)

      Effect of exchange rate changes

      (999)

      (119)

      Cash and cash equivalents - opening balance

      Note 10.1

      30,804

      (1,217)

      Cash and cash equivalents - closing balance

      Note 10.1

      17,609

      (58)

      Changes in cash and cash equivalents

      (13,195)

      1,159

      Half-Yearly Financial Report – 30 June 2025

      15

      3. Condensed consolidated interim financial statements

    6. ‌Notes to the consolidated financial statements

‌Note 1. Information about the Group – Entity presenting the financial statements

ACTIA Group is domiciled in France. The Company’s registered head office is located at 5, Rue Jorge Semprun -31400 Toulouse. The Company’s condensed consolidated financial statements include the Company and its subsidiaries (jointly referred to as the “Group”). The principal business areas of the Group are high-added-value, onboard electronic systems for the automotive and telecommunications markets.

The condensed consolidated financial statements at 30 June 2025 were approved by the Board of Directors on 17 September 2025.

The condensed consolidated financial statements at 30 June 2025 were subject to a limited review by the statutory auditors.

Significant events of the period

ACTIA Railway implemented a reorganisation plan to safeguard the company's competitiveness and secure its future. Negotiations with the Works Council led to agreement on the implementation of a new organisational structure that limits forced redundancies and on support measures to minimise the plan’s social impact.

The final plan involves the elimination of 30 positions and received positive feedback from the Regional Directorate for the Economy, Employment, Labour, and Solidarity (DREETS) on 24 June. Provisions have been made for all related costs in the company's accounts at 30 June 2025.

A provision of €2,232 thousand has been recorded to cover the company's commitments (Note 15).

In accordance with the contracts signed in May 2024, DIADEM Industries exercised its €2.3 million put option on 3.75% of ACTIA Aerospace's capital. At 30 June 2025, ACTIA Group now holds 88.75% of its subsidiary's capital. The buyback undertaking recognised under miscellaneous liabilities has been adjusted accordingly to reflect this transaction (Note 13).

Following the exercise in November 2024 by ATAL's minority shareholder of its option to purchase the 59.98% of shares held by the Group, the actual sale was completed in February 2025. This transaction led to the deconsolidation of the subsidiary in the consolidated accounts at 30 June 2025 (Note 3).

‌Note 2. Accounting principles

Note 2.1 Basis for the preparation of the financial statements

The accounting methods and means of calculation have been applied in an identical manner for all the periods presented.

The sums stated in these financial statements are expressed in thousands of euros (€K).

The condensed consolidated interim financial statements are drawn up in accordance with the IAS 34 standard, Interim financial reporting. They do not include all the information required for the annual financial statements and should be read in conjunction with the Group’s financial statements for the financial period ended 31 December 2024, presented in the 2024 Annual Report.

Note 2.2 Use of estimates and judgements

The preparation of financial statements in accordance with IFRS requires management to exercise judgement, and make estimates and assumptions that have an impact on the application of the accounting methods and on the value of assets, liabilities, income and expenditure. These underlying estimates and assumptions are made on the basis of past experience and other factors considered to be reasonable in view of the circumstances. They therefore serve as the basis for exercising the judgement needed to determine the book value of certain assets and liabilities that cannot otherwise be determined directly from other sources. The actual value may differ from the estimated value.

These underlying estimates and assumptions are constantly re-examined. The impact of changes to accounting estimates is recognised during the period in which the change occurs if they only affect that period, or in the period in which the change occurs and the subsequent periods if these are also affected by the change.

The principal line items in the balance sheet that are affected by these estimates are deferred tax assets (see Note 11 “Deferred taxation”), goodwill (see Note 4 “Goodwill”), capitalised development costs (see Note 5 “Intangible assets”), and provisions (see Note 15 “Provisions”).

Half-Yearly Financial Report – 30 June 2025

16

3. Condensed consolidated interim financial statements

Note 2.3 Changes to IFRS

The new IAS/IFRS texts and interpretations that became effective on 1 January 2025 and have been applied by the Group when preparing these consolidated financial statements at 30 June 2025 are as follows:

IASB date of application

EU date of adoption

EU date of application

Amendment to IAS 21 “The Effects of Changes in Foreign Exchange Rates” - Lack of Exchangeability.

01/01/2025

12/11/2024

01/01/2025

The application of these texts had no impact on the Group’s consolidated financial statements.

New standards, interpretations and amendments to IFRS standards published and applied early by the Group as of 1 January 2025: none.

The new IAS/IFRS texts and interpretations in issue but pending adoption by the European Union and not yet applicable are:

IASB date of application

EU date of adoption

EU date of application

Amendments to classification and measurement of financial instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

01/01/2026

27/05/2025

01/01/2026

Amendments to IFRS 9 and IFRS 7 for nature-dependent electricity contracts

01/01/2026

30/06/2025

01/01/2026

Annual improvements volume 11

01/01/2026

09/07/2025

01/01/2026

IFRS 18 “Presentation and Disclosure in Financial Statements”.

01/01/2027

Not yet announced

Not yet announced

IFRS 19 “Subsidiaries without public accountability: disclosures”

01/01/2027

Not yet announced

Not yet announced

‌Note 3. Consolidated companies

As mentioned in Note 1 “Significant events of the period”, ATAL was deconsolidated following the sale of the shares

held by the Group to minority shareholders.

During the first half of the year, ACTIA Aeronautic Services, a company wholly-owned by the Group, was set up in Tunisia. It will be mainly in charge of R&D activities for the aerospace sector.

Half-Yearly Financial Report – 30 June 2025

17

3. Condensed consolidated interim financial statements

‌Note 4. Goodwill

In €K

Country

Net balance sheet amounts at 30/06/2025

Net balance sheet amounts at 31/12/2024

ACTIA Corp.

USA

7,501

7,501

ACTIA Aerospace

France

6,850

6,850

STEEL Electronique

France

3,176

3,176

ACTIA Energy

France

3,174

3,174

ACTIA Telematics Services

Belgium

2,480

2,480

ACTIA Railway

France

1,391

1,391

ACTIA Nordic

Sweden

0

0

CIPI ACTIA

Tunisia

922

922

ACTIA PCs

France

0

0

SODIMOB

France

88

88

Total

25,583 25,583

Impairment tests are conducted each year at closing on 31 December, or in the event of indications of loss of value (quantified or non-quantified indicators).

No indication of loss of value was detected at 30 June 2025.

‌Note 5. Intangible assets

During the first half of 2025, capitalised development costs amounted to €5.3 million compared to €6.3 million for the

first half of 2024.

Details of acquisitions of intangible assets are given in the following table:

In €K

30/06/2025

30/06/2024

Development costs

Mobility Division

2,916

4,828

Aerospace Division

730

88

Energy Division

1,620

1,430

Total

5,266

6,347

Other intangible assets

Mobility Division

159

197

Aerospace Division

0

1,079

Energy Division

0

18

Engineering Division

9

23

Other Divisions

0

0

Total

167

1,317

‌Note 6. Tangible assets

During the first half of 2025, acquisitions of tangible assets amounted to €5.4 million (compared to €7.3 million for the

first half of 2024); all were acquired from outside suppliers. Details of these acquisitions are given in the following table:

Half-Yearly Financial Report – 30 June 2025

18

3. Condensed consolidated interim financial statements

In €K

30/06/2025

30/06/2024

Land

Mobility Division

0

0

Aerospace Division

0

0

Energy Division

0

0

Engineering Division

0

300

Sub-total

0

300

Buildings

Mobility Division

1,027

2,652

Aerospace Division

130

167

Energy Division

3

37

Engineering Division

46

16

Other (incl. Holding company)

13

224

Sub-total

1,219

3,095

Technical equipment

Mobility Division

1,117

833

Aerospace Division

704

112

Energy Division

90

7

Engineering Division

14

52

Sub-total

1,924

1,004

Other tangible assets

Mobility Division

1,471

1,494

Aerospace Division

138

98

Energy Division

368

10

Engineering Division

213

1,278

Other (incl. Holding company)

20

0

Sub-total

2,211

2,880

Total

5,354

7,278

‌Note 7. Stocks and work in progress

The net realisable value of stocks was as follows:

In €K

30/06/2025

31/12/2024

30/06/2024

Raw materials

81,605

83,686

86,805

R&D costs pursuant to the execution of contracts

46,704

43,492

43,012

Intermediate and finished products

35,602

44,574

48,214

Goods

13,090

14,633

14,489

Total

177,001

186,384

192,521

During the first half of 2025, stocks fell overall by €9.4 million.

Pledged inventories are set out in Note 23 “Off-balance-sheet commitments and encumbered assets”.

‌Note 8. Trade receivables, Other current receivables and Current tax credit

The details of trade receivables are given in the following table:

In €K

Net value at 31/12/2024

Changes over the period

Depreciation

/ reversals

Changes in scope

Effect of exchange rates

IFRS 5

Net value at 30/06/2025

Trade receivables

150,749

1,120

44

0

(1,704)

0

150,210

Half-Yearly Financial Report – 30 June 2025

19

3. Condensed consolidated interim financial statements

Receivables assignment programmes are in place within the Group (reverse factoring and non-recourse factoring) at ACTIA Automotive, ACTIA Aerospace, ACTIA Railway, ACTIA Energy, ACTIA Italia, ACTIA Nordic, ACTIA Systems, ACTIA de Mexico and ACTIA do Brasil.

The Group analysed the main characteristics of these programmes. With regard to deconsolidated receivables, the Group concluded that almost all the risks and rewards associated with the assigned receivables have been transferred to the assignees.

The total amount used by the Group (reverse factoring and factoring) was €48.1 million, including €41.3 million in deconsolidated non-recourse factoring, €4.7 million in non-deconsolidated non-recourse factoring and €2.2 million in deconsolidated reverse factoring at 30 June 2025.

At 31 December 2024, the total amount used was €57.5 million, including €42.9 million in deconsolidated non-recourse factoring, €5.3 million in non-deconsolidated non-recourse factoring and €9.3 million in deconsolidated reverse factoring.

At 30 June 2025, the schedule for gross trade receivables not yet due and past due (aged balance) was as follows:

In €K

Not yet due

Past due by 0 to 30 days

Past due by 31 to 60 days

Past due by 61 to 90 days

Past due by more than 91

days

Total trade receivables (Gross)

Gross at 30/06/2025

123,706

12,583

3,973

3,398

10,948

154,608

Gross at 31/12/2024 120,547 12,231 6,749 4,419 11,524 155,470

No significant uncollectable debt was recognised at 30 June 2025 or at 30 June 2024.

The details of other current receivables and current tax credit are given in the following table:

In €K

Net value at 31/12/2024

Changes over the period

Depreciation

/ reversals

Changes in scope

Effect of exchange rates

IFRS 5

Net value at 30/06/2025

Other current receivables

22,937

1,273

(10)

8

(275)

0

23,933

Current tax credit

10,575

(167)

0

0

(23)

0

10,385

‌Note 9. Order book

The Group applies IFRS 15 “Revenue from contracts with customers”, which introduces the notion of a financial order book (“revenue still to be recognised for service obligations that are either as yet unexecuted or partially executed at the date of closing”).

Therefore, the total order book for the Group stood at €432,868 thousand at 30 June 2025, of which 74.4% was expected

to generate revenues within one year. The order book is defined as follows:

  • Firm notified contracts, including R&D and/or products;

  • Non-firm contracts:

    • R&D orders secured by a firm financing clause;

    • Delivery schedules communicated by the customer for the product part;

    • Forecast delivery schedules under multi-year contracts.

  • Services: firm subscriptions.

In €K

30/06/2025

30/06/2024

Order book 432,868 428,361

Half-Yearly Financial Report – 30 June 2025

20

3. Condensed consolidated interim financial statements

‌Note 10. Cash, cash equivalents and financial instruments at fair value through profit and loss Note 10.1 Cash and cash equivalents

These changed as follows:

In €K

30/06/2025

31/12/2024

Change

Cash equivalents

1,160

82

1,078

Cash

55,618

70,943

(15,325)

Cash and cash equivalents

56,777

71,024

(14,247)

(39,168)

(40,979)

1,811

Total

17,609

30,045

(12,436)

Cash presented in the Assets/Liabilities held for sale 0

760

(760)

Cash and cash equivalents - closing balance 17,609

30,804

(13,195)

lines

presented in the Cash flow statement

Short-term bank borrowings are included in “Short-term debt” under Current liabilities.

Cash equivalents are very liquid short-term investments comprised of marketable securities readily convertible into a known amount of cash and subject to an insignificant risk of a change in value. They are recognised at the market value at the balance sheet date, with the investment bonus recognised in income.

The change of €1,078 thousand consists of new cash equivalents for €1,100 thousand.

‌Note 10.2 Financial instruments at fair value through profit and loss

These include:

  • Interest rate hedging instruments

    ACTIA no longer has any interest rate hedging instruments;

  • Currency hedging instruments

    At 30 June 2025, ACTIA Automotive held currency hedging contracts. Details of these hedges are given in the following table:

    In currency

    Maximum amount remaining to be acquired at

    30/06/2025

    Maturity

    Currency purchases

    EUR/USD Accumulator $62,068,996 < 1 year

    EUR/USD Accumulator $30,560,000 < 2 years

    Total $92,628,996

    The Group recognises these currency hedging instruments at fair value through profit and loss. They are presented in

    the “Financial result” on the “Other financial income / (costs)” line of the Condensed income statement.

    The impact of this treatment on the financial statements is shown in the following table:

    In €K

    30/06/2025

    31/12/2024

    Fair value

    Impact

    Fair value

    Impact

    ASSET (LIABILITY) Derivatives

    EUR/USD Hedges

    (3,641)

    (6,618)

    2,978

    4,069

    Total

    (3,641)

    (6,618)

    2,978

    4,069

    Half-Yearly Financial Report – 30 June 2025

    21

    3. Condensed consolidated interim financial statements

    ‌Note 11. Deferred taxation

    In €K

    30/06/2025

    31/12/2024

    Tax assets recognised under:

    Timing differences

    8,076

    6,640

    Of which provision for pension benefits

    1,350

    1,405

    Of which profits on stocks

    690

    681

    Of which other adjustments

    6,037

    4,555

    Losses carried forward

    7,061

    8,029

    Net total tax assets

    15,137

    14,669

    Tax liabilities recognised under:

    Deferred tax liabilities

    612

    584

    Net total tax liabilities

    612

    584

    Net total deferred tax assets and liabilities

    14,526

    14,085

    ‌Note 12. Financial assets and liabilities

    The Group distinguishes between three categories of financial instruments according to the consequences of their characteristics in terms of their valuation method, and uses this classification to present some of the types of information required by the standard IFRS 13:

  • Level 1 “market value”: financial instruments quoted on an active market;

  • Level 2 “model with observable inputs”: financial instruments valued using valuation techniques based on

    observable inputs;

  • Level 3 “model with unobservable inputs.”

At 30 June 2025, financial assets measured at fair value were classified as follows:

In €K

Level 1 Market value

Level 2 With observable

inputs

Level 3 With

unobservable

inputs

Derivatives

Cash equivalents

1,160

Total

1,160

0

0

At 30 June 2025, financial liabilities measured at fair value were classified as follows:

In €K

Level 1 Market value

Level 2 With observable

inputs

Level 3 With

unobservable

inputs

Non-current liabilities

Miscellaneous liabilities

4,732

Current liabilities

Short-term debt

2,517

Derivatives

3,641

Total 0 3,641 7,249

Half-Yearly Financial Report – 30 June 2025

22

3. Condensed consolidated interim financial statements

‌Note 13. Financial liabilities

Financial liabilities by type and by maturity break down as follows:

In €K

30/06/2025

31/12/2024

< 1 year

From 1

to 5 years

> 5

years

Total

< 1 year

From 1

to 5 years

> 5

years

Total

Bond issues

833 18,833 0 19,667

833 833 18,000 19,667

Borrowings from credit institutions

41,266 72,517 4,970 118,752

41,904 82,699 6,147 130,750

Miscellaneous liabilities

3,050 6,750 76 9,875

3,302 8,525 86 11,913

Debt – lease financing

5,324 10,347 1,295 16,966

5,248 10,743 1,839 17,830

Short-term bank borrowings and overdrafts

39,168 0 0 39,168

40,979 0 0 40,979

Total 89,641 108,447 6,340 204,429 92,266 102,800 26,073 221,139

During the first half of 2025, financial debt changed as follows:

In €K

01/01/20

25

New borrowi ngs

Repaym ent of borrowi ngs

Change s in scope

IFRS 16

Change in fair value

Cumula tive translati on differen

ces

Other

30/06/20

25

Bond issues 19,667 0 0 0 0 0 0 0

19,667

Borrowings from credit 130,750 9,343 (21,340) 0 0 0 0 0

institutions

118,752

Miscellaneous liabilities 11,913 259 (307) 0 0 0 0 (1,990)

(1)

9,875

Debt – lease financing 17,830 0 (2,971) 0 2,363 0 (257) 0

16,965

Short-term bank

borrowings and 40,979 0 (1,708) 0 0 0 (103) 0

overdrafts

39,168

Total 221,139 9,601 (26,326) 0 2,363 0 (360) (1,990) 204,427

(1)As part of the acquisition of STEEL Electronique, the Group and DIADEM Industries (former shareholder of STEEL Electronique) signed promissory purchase and sale agreements aimed at providing a framework for the purchase of minority interests in ACTIA Aerospace.

The Group recognised these call options under “Other financial liabilities”, with a corresponding reduction in

shareholders' equity.

During the first half of 2025, DIADEM Industries exercised a put option on 108,531 shares, representing 3.75% of the share capital. As a result, the Group's commitment has been reduced by €2.3 million, with a corresponding entry to shareholders' equity. In addition, the remaining commitment was remeasured at 30 June 2025, with a corresponding entry to shareholders' equity.

At 30 June 2025, the schedule for financial liabilities, including interest not yet accrued, breaks down as follows:

In €K

< 1 year

From 1 to 5 years

> 5 years

Total

Nominal

Interest

Nominal

Interest

Nominal

Interest

Nominal

Interest

Nominal + Interest

Bond issues 833 1,048 18,833 3,989 0 0

19,667 5,038 24,704

Borrowings from credit 41,266 2,868 72,517 4,715 4,970 117

institutions

118,752 7,699 126,452

Miscellaneous liabilities 3,050 0 6,750 0 76 0

9,875 0 9,875

Debt – lease financing 5,324 157 10,347 289 1,295 33

16,966 479 17,445

Short-term bank

borrowings and 39,168 1,572 0 0 0 0

overdrafts

39,168 1,572 40,741

Total 89,641 5,645 108,447 8,993 6,340 150 204,429 14,788 219,217

Half-Yearly Financial Report – 30 June 2025

23

3. Condensed consolidated interim financial statements

Financial debt by currency breaks down as follows:

In €K

EUR

USD

Other

Total

Bond issues

19,667

0

0

19,667

Borrowings from credit institutions

108,814

0

9,938

118,752

Miscellaneous liabilities

9,875

0

0

9,875

Debt – lease financing

9,763

18

7,186

16,966

Short-term bank borrowings and overdrafts

37,582

0

1,587

39,168

Total

185,701

18

18,711

204,429

The breakdown between fixed and variable rate debt was as follows:

In €K

30/06/2025

31/12/2024

Fixed rate

Variable rate

Total

Fixed rate

Variable rate

Total

Bond issues

19,667

0

19,667

19,667

0

19,667

Borrowings from credit institutions

113,970

4,782

118,752

129,871

879

130,750

Miscellaneous liabilities

9,875

0

9,875

11,913

0

11,913

Debt – lease financing

16,311

656

16,966

17,097

733

17,830

Short-term bank borrowings and overdrafts

2,443

36,725

39,168

2,350

38,629

40,979

Total

162,266

42,163

204,429

180,897

40,241

221,139

Percentage breakdown

79.4%

20.6%

100.0%

81.8%

18.2%

100.0%

All covenants on borrowings and bank credits must be reviewed annually at the end of each financial year (31 December), with the exception of one covenant on borrowing which is subject to an additional review at 30 June each year.

Debt subject to a covenant

Covenant / Restrictive clause

Respected (3)

Consequence of noncompliance with covenants: reclassification

under current borrowings (4)

Level (1)

Year of inception

Balance at 30/06/2025

€K

Final maturity

Ratios

Basis of calculation (2)

At 31/12/2024

At 30/06/2025

At 31/12/2024

At 30/06/2025

Borrowing

L

2017

1,667

Nov 2026

Net debt to EBITDA < 4.0

CA AG

R

N/A

0

0

L

2020

51

Jan 2026

Net debt to equity ≤ 1.20

CA AG

R

N/A

0

0

Net financial expense to EBITDA < CA AG R N/A 30%

Net debt to EBITDA ≤ 4.50 CA AG R N/A

L 2020

51

Dec. 2025

Net debt to equity ≤ 1.20

CA AG

R

N/A

0

0

Net financial expense to EBITDA < 30%

CA AG

R

N/A

Net debt to EBITDA ≤ 4.50

CA AG

R

N/A

L

2022

1,202

August 2027

Net debt to EBITDA < 4.50

CA AG

R

N/A

0

0

L

2022

18,000

April 2030

Net debt to EBITDA ≤ 5

CA AG

R

R

0

0

Net debt to equity ≤ 5

CA AG

R

R

L

2022

240

August 2027

Net debt to EBITDA < 4.50

CA AG

R

N/A

0

0

L

2023

2,026

Sept. 2028

Net debt to EBITDA ≤ 4.50

CA AG

R

N/A

0

0

L

2023

1,441

Dec. 2028

Net debt to equity ≤ 1.20

CA AG

R

N/A

0

0

Half-Yearly Financial Report – 30 June 2025

24

3. Condensed consolidated interim financial statements

Net debt to EBITDA ≤ 4.50

CA AG

R

N/A

L

2024

1,340

Jan 2030

Net debt to equity ≤ 1.20

CA AG

R

N/A

0

0

L

2024

2,587

Sept. 2029

Net debt to EBITDA ≤ 4.00

CA AG

R

N/A

0

0

L

2024

447

Jan 2030

Net debt to equity ≤ 1.20

CA AG

R

N/A

0

0

Total

29,051

0

0

  1. L = Loan

    O = Overdraft

  2. CA AG = ACTIA Group Consolidated Financial Statements R = Respected

  3. B = Breached

    N/A = Not Applicable

  4. Long-term portion of debt reclassified under “Short-term debt”

At 31 December 2024, the leverage and gearing covenants had been respected on all borrowings.

The guarantees given for borrowings and financial debts are listed in Note 23 “Off-balance-sheet commitments and

encumbered assets”.

In connection with the loan agreements obtained by the Group, certain banks include in these agreements general provisions relating to the right to use assets or obtain new loans and, sometimes, a requirement to maintain the composition of the capital, with any changes requiring prior information of the partners.

Based on the information available to the Group on the date this document was published, at least one of the two ratios would not be respected at 31 December 2025.

‌Note 14. Equity

The breakdown of the changes in numbers of shares over the period is as follows:

In units

31/12/2024

Capital increase

30/06/2025

ACTIA Group shares - ISIN FR 0000076655 20,099,941 None

20,099,941

‌Note 15. Provisions

The increase in this item over the first half is mainly due to the implementation of a reorganisation plan at ACTIA Railway.

Provisions for this amounted to €2,232 thousand at 30 June 2025 (see Note 1).

‌Note 16. Personnel benefits

During the first half of 2025, provisions for pension and other long-term benefits fell by €238 thousand to

€7,428 thousand at 30 June 2025. The actuarial difference recognised under Other Comprehensive Income corresponds to a decrease in the provision of €530 thousand. The assumptions underlying the calculation at 30 June 2025 changed as follows:

  • Discount rate of 3.35% (3.35% at 31 December 2024) for the French companies, 9.98% (9.98% at 31 December 2024) for the Tunisian companies.

    The other assumptions underlying the calculation did not change. They may be adjusted on the basis of internal analyses of the payroll.

    ‌Note 17. Trade payables, Other current liabilities, Corporate taxes (IS)

    Details of Trade payables, Other current liabilities and Corporate taxes (IS) are given below:

    In €K

    Net value at 31/12/2024

    Changes over the period

    IFRS 5

    Effect of exchange rates

    Changes in scope

    Net value at 30/06/2025

    Suppliers of goods and services

    79,298

    6,575

    0

    (618)

    0

    85,255

    Half-Yearly Financial Report – 30 June 2025

    25

    3. Condensed consolidated interim financial statements

    In €K

    Net value at 31/12/2024

    Changes over the period

    IFRS 5

    Effect of exchange rates

    Changes in scope

    Net value at 30/06/2025

    Other operating liabilities

    123,362

    3,732

    0

    (253)

    0

    126,840

    Corporate taxes (IS)

    8,258

    (5,878)

    0

    (145)

    0

    2,235

    ‌Note 18. Assets and liabilities held for sale

    In 2021, the Group launched a project to sell the Vehicle Inspection & Garage Equipment business including:

    • The sale of its Garage Equipment and Vehicle Inspection business;

    • The real estate site in Chartres, France;

    • And the shares of its subsidiary ACTIA CZ.

      The Vehicle Inspection & Garage Equipment business had been presented in “Assets and liabilities held for sale” at

      31 December 2021.

      The operation had been finalised on 21 April 2022 for €12 million, but with only 30% of ACTIA CZ shares, as the buyer did not have sufficient funds for the entire acquisition. The remaining 60% (ACTIA investments) was to be sold by early 2023 at the latest. The net impact of the operation was recognised in “Other operating revenue and expenses” for a negligible amount. At 31 December 2022, assets and liabilities of the ATAL subsidiary (formerly ACTIA CZ) remained in view of the upcoming sale.

      At 31 December 2023, the Group considered that the conditions for recording under “Assets and liabilities held for sale” were no longer met on the date when the financial statements were approved, as the buyer no longer expressed interest in acquiring the remaining 60%.

      On 29 November 2024, the minority shareholder holding 30% of ATAL’s capital exercised its option to purchase the 59.98% of shares held by the Group. ATAL’s assets and liabilities were classified as “Assets and liabilities held for sale”.

      ATAL’s assets and liabilities were measured at the lower of net book value and fair value. At 31 December 2024, an impairment loss of €928 thousand was recognised and classified under “Other operating revenue and expenses” in the consolidated income statement.

      ATAL was sold on 18 February 2025.

      30/06/2025

      31/12/2024

      In €K

      Book value Fair value Impairment

      loss

      Book value Fair value Impairment

      loss

      Non-current assets

      0 0 0 439 236 203

      0 0 0 1,784 1,058 726

      Current assets

      Assets held for sale 0 0 0 2,223 1,294 929

      Non-current liabilities

      0 0 0 0 0 0

      0 0 0 292 292 0

      Current liabilities

      Liabilities held for sale 0 0 0 292 292 0

      ‌Note 19. Operating segments

      In accordance with the provisions of IFRS 8, the information by operating segment is based on the approach taken by management, meaning the way in which management allocates resources depending on the performance of the different segments. Within the Group, the Chairman of the Board of Directors and CEO is the chief operating decision maker.

      The Group segments its activities into 4 Divisions (Mobility, Energy, Aerospace and Engineering Services). The types of activities conducted by each segment presented may be summarised as follows:

  • The Mobility Division designs and produces on-board electronic equipment and systems to address the various challenges faced by terrestrial mobility in the areas of road and rail transport, goods and passenger transport, and agriculture and construction machinery. The wide range of solutions and associated services incorporates smart,

    Half-Yearly Financial Report – 30 June 2025

    26

    3. Condensed consolidated interim financial statements

    scalable technologies to enhance the user experience, promote the energy transition, contribute to the sustainability of vehicles, and accelerate the shift towards new generations of vehicles (software-defined vehicles, electric vehicles, autonomous vehicles, etc.).

  • The Aerospace Division designs and produces on-board electronic systems for aeronautics and space, as well as complete, integrated solutions for satellite telecommunications.

  • The Energy Division develops, integrates and implements innovative solutions for the management, transmission and distribution of electric power for major energy players.

  • The Engineering Services Division designs and develops on-board products and systems, augmented with software services for the mobility and industrial sectors.

    In addition to these four operating divisions there is also:

  • An “Others” heading that includes the holding company ACTIA Group S.A. and the SCI Les Coteaux de Pouvourville

    property management company (both accounted for by the equity method).

    During the first half of 2025, the key indicators by operating segment were as follows:

    30/06/2025

    In €K Mobility Aerospace Energy Engineering Other Inter- Total Division Division Division Services Divisions segments

    Division (*)

    Revenue

    215,517

    36,463

    15,713

    18,856

    3,055

    (23,186)

    266,419

    Provisions for depreciation

    (11,806)

    (908)

    (1,053)

    (706)

    (73)

    0

    (14,545)

    Current operating income

    (4,744)

    1,097

    (861)

    2,873

    (1,500)

    (167)

    (3,301)

    Impairment of goodwill

    0

    0

    0

    0

    0

    0

    0

    Operating income

    (4,676)

    1,072

    (929)

    2,868

    (1,504)

    (39)

    (3,209)

    Interest and financial costs

    (3,604)

    (556)

    (302)

    (93)

    (976)

    906

    (4,626)

    Financial instruments

    (6,618)

    0

    0

    0

    0

    0

    (6,618)

    Income tax

    (4)

    (16)

    47

    830

    (127)

    0

    729

    Net income for the period

    (14,689)

    544

    (1,194)

    3,852

    (1,893)

    0

    (13,380)

    EBITDA from continuing operations

    6,774

    1,846

    (45)

    3,812

    (910)

    0

    11,477

    TOTAL SEGMENT ASSETS

    389,801

    141,812

    52,631

    42,209

    62,691

    (92,468)

    596,676

    INVESTMENTS

    Intangible

    3,075

    730

    1,620

    9

    0

    0

    5,434

    Tangible

    3,615

    972

    462

    273

    32

    0

    5,354

    Financial

    (301)

    (169)

    1

    0

    0

    (469)

    TOTAL INVESTMENTS

    6,389

    1,533

    2,082

    283

    33

    0

    10,319

    TOTAL SEGMENT LIABILITIES

    312,772

    122,891

    32,825

    16,450

    70,133

    (92,468)

    462,604

    (*) Including €14,237 thousand in inter-segment revenue for the Mobility Division.

    Half-Yearly Financial Report – 30 June 2025

    27

    3. Condensed consolidated interim financial statements

    The information at 30 June 2024 has been restated as per the new segmentation of activities:

    30/06/2024

    In €K Mobility Aerospace Energy Engineering Other Inter- Total Division Division Division Services Divisions segments

    Division (*)

    Revenue

    238,323

    31,325

    12,057

    18,345

    1,736

    (22,315)

    279,471

    Provisions for depreciation

    (11,049)

    (745)

    (1,042)

    (545)

    (57)

    0

    (13,437)

    Current operating income

    (905)

    753

    (100)

    3,579

    (1,119)

    (303)

    1,904

    Impairment of goodwill

    0

    0

    0

    0

    0

    0

    0

    Operating income

    18,706

    633

    (166)

    3,579

    (1,150)

    (25)

    21,577

    Interest and financial costs

    (3,819)

    (552)

    (239)

    (40)

    (837)

    1,065

    (4,421)

    Financial instruments

    1,779

    0

    0

    0

    0

    0

    1,779

    Income tax

    (3,849)

    62

    23

    (542)

    (2,236)

    0

    (6,542)

    Net income for the period

    13,020

    170

    (394)

    2,991

    (3,241)

    0

    12,547

    EBITDA from continuing operations

    29,277

    1,253

    694

    4,109

    (165)

    0

    35,168

    TOTAL SEGMENT ASSETS

    426,884

    140,920

    52,979

    22,035

    40,517

    (60,995)

    622,339

    INVESTMENTS

    Intangible

    5,025

    1,167

    1,448

    23

    0

    0

    7,664

    Tangible

    4,979

    376

    54

    1,646

    224

    0

    7,278

    Financial

    (174)

    (0)

    0

    83

    100

    0

    9

    TOTAL INVESTMENTS

    9,830

    1,543

    1,501

    1,752

    324

    0

    14,951

    TOTAL SEGMENT LIABILITIES

    309,834

    123,517

    32,682

    15,377

    49,921

    (60,995)

    470,336

    (*) Including €13,658 thousand in inter-segment revenue for the Mobility Division.

    Half-Yearly Financial Report – 30 June 2025

    28

    3. Condensed consolidated interim financial statements

    ‌Note 20. Income taxes

    The details of the Group’s income taxes are as follows:

    In €K

    H1 2025

    H1 2024

    Income from consolidated companies

    (13,465)

    12,487

    Current taxation (debit)

    362

    3,263

    Deferred taxation (credit)

    (1,090)

    3,280

    Of which Deferred taxation on temporary differences

    (1,090)

    3,279

    Deferred taxation on changes in tax rates

    0

    1

    Income from consolidated companies before tax

    (14,193) 19,029

    ‌Note 21. Financial Result

    There has been no material change to the type of financial result since 31 December 2024. The impact of financial instruments at fair value through profit and loss is given in Note 10.2.

    ‌Note 22. Transactions with related parties

    The details of transactions with parties related to the Group that occurred during the first half of 2025 are presented below.

    Note 22.1 With the holding company: LP2C S.A.

    There has been no material change to the type or amount of transactions with LP2C S.A. since 31 December 2024.

    Note 22.2 With investments consolidated by the equity method

    There has been no material change to the type or amount of transactions with SCI Los Olivos and SCI Pouvourville since 31 December 2024.

    Note 22.3 With subsidiaries

    These are the companies included in the scope of consolidation of the Group (see Note 3 - Notes to the consolidated financial statements of the 2024 Annual Report).

    Note 22.4 With members of management bodies

    This is the compensation paid to individuals who are corporate officers of ACTIA Group S.A. :

  • By ACTIA Group: Chairman and CEO and Directors;

  • By LP2C, controlling company: Chairman and CEO and the Deputy CEOs There has been no material change to the compensation and benefits principles.

    Half-Yearly Financial Report – 30 June 2025

    29

    3. Condensed consolidated interim financial statements

    ‌Note 23. Off-balance-sheet commitments and encumbered assets

    The off-balance-sheet commitments break down as follows:

    In €K

    30/06/2025

    31/12/2024

    Commitments received

    Bank guarantees

    8,511

    12,743

    Total commitments received 8,511 12,743

    The above information does not include:

  • Lease financing balances that are covered under Note 13 “Financial liabilities”,

  • Lease financing commitments and operating leases,

  • Interest on borrowings that are covered under Note 13 “Financial liabilities”,

  • Foreign currency term sales commitments that are covered under Note 10.2 “Financial instruments at fair value through profit and loss”.

Encumbered assets corresponds to assets serving as security against debts recognised under liabilities. They break down as follows:

In €K

30/06/2025

31/12/2024

Assignment of trade receivables

4,638

5,448

Pledged research tax credit

9,979

9,979

Non-possessory pledge of stocks

3,000

3,000

Assignment of equipment

1,392

1,557

Mortgages/Security (land & buildings)

10,949

11,347

Total 29,957 31,331

‌Note 24. Risk factors

The Group undertakes reviews of risks that may have a material adverse effect on its business, its financial health, its results, and its ability to achieve its objectives.

The principal risks to which Group is exposed have been identified and are described in the 2024 Annual Report (Chapter 5).

The most relevant and material risk factors identified at the date of publication of this Half-yearly Report are presented in this section.

Other than the risks presented below, the Group considers that there are no other significant risks.

Note 24.1 Liquidity risks

The Company has undertaken a specific review of its liquidity risk and considers that it is in a position to meet its future commitments. Such reviews are undertaken on a regular basis in order to be prepared for any eventualities and to be able to provide a rapid response if necessary.

A detailed study of financial debt, the cash position, net debt and debt including interest is provided under Note 13

“Financial liabilities”.

Generally, the half-yearly accounts do not allow for the presentation of the medium-term financing required for investments in R&D for the year because these will be put in place mainly during the second half year, since the ACTIA file is processed after publication of the annual accounts.

In 2025, the various partners had been contacted, but the processing times did not allow us to record the first financing agreements at 30 June. As this document went to press, we had received some initial favourable responses.

For the Group, an entity’s risk of experiencing difficulties in meeting its financial obligations is linked to the level of

amounts invoiced and the collection of receivables. In this respect, there are no difficulties to be reported.

Half-Yearly Financial Report – 30 June 2025

30

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