Contents
HALF-YEARLY FINANCIAL REPORT 30 JUNE 2025ACTIA 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
CHAIRMAN’S STATEMENT 4
HALF-YEARLY MANAGEMENT REPORT 5
Activity 5
Income 8
Net debt 9
Future prospects 9
Principal related party transactions 9
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10
Condensed statement of the financial situation 10
Condensed income statement 12
Condensed statement of comprehensive income 13
Condensed statement of changes in equity 14
Condensed consolidated cash flow statement 15
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
STATUTORY AUDITORS’ REPORT32
Half-Yearly Financial Report – 30 June 2025
3
Chairman’s statement
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
Half-yearly management report
HALF-YEARLY MANAGEMENT REPORT
- Activity
- 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%
- Group
- Activity
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%
- 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
- 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.
- 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.
- 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
- 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
- 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.
- 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.
- 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
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
- 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
- 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
- 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
- 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
- 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
- Notes to the consolidated financial statements
- Condensed statement of the financial situation
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 | ||||||
L = Loan
O = Overdraft
CA AG = ACTIA Group Consolidated Financial Statements R = Respected
B = Breached
N/A = Not Applicable
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.
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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.
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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
