Dexelance MIL:DEX

Dexelance S p A : Interim financial information as at 30 September 2025

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Source: MarketScreener



INTERIM FINANCIAL INFORMATION AS AT 30 SEPTEMBER 2025

12 NOVEMBER 2025

DEXELANCE S.p.A.

Registered Office in Milan (MI) - Corso Venezia, 29 Share Capital EUR 26,926,298

Milan Economic and Administrative Index No. 2062252

Tax code and registration no. in the Milan Business and Trade Registry: 09008930969

INTERIM FINANCIAL INFORMATION AS AT 30 SEPTEMBER 2025

Table of contents

General information 3

The Group 3

Information on operations 6

Business combinations 18

Shareholders' equity 20

Strategic business areas 21

Related parties 22

Treasury shares and shares of parent companies 22

Dexelance S.p.A. on the Stock Exchange 23

Consolidated financial statements as at 30 September 2025 25

Main risks and uncertainties to which the Group is exposed 31

Subsequent events 35

Business outlook 36

Declaration of the Director in charge of drawing up the corporate accounting documents pursuant to Article 154-bis, paragraph 2 of Legislative Decree No. 58 of 24 February 1998 37

General information

The Group

Dexelance S.p.A. has its registered office in Milan. It was first listed for trading on the Borsa Italiana stock exchange on 18 May 2023. Dexelance stock forms part of the FTSE Italia Small Cap Index. The Company was established on 10 March 2015 with the aim of promoting an Italian design hub in the furniture and lighting segment. Its scope has also included high-end modular kitchen solutions and systems that can implement dimensional, organisational, managerial, strategic and distribution synergies, which allow Dexelance to compete internationally in a segment where Italy has a competitive advantage and excellent creative and product skills.

The structure of the Dexelance Group as at 30 September 2025 is provided below:

DEXELANCE



100%

00O/O

100% 100%

3B9%

100%

61.1% 100% 55%

100°@

100"@

/1@o

1O0°@

25%

1O0"@

1oo%

100°@

100% /00%

40OO

00% 99% 65%

The financial report as at 30 September 2025 includes the financial statements of the parent company, Dexelance S.p.A., and the companies over which the parent company has the right to exercise control, determining their financial and management decisions and obtaining the related benefits. The fully consolidated companies as at 30 September 2025 are listed below. Please note that the criteria adopted for the consolidation of subsidiaries is consistent with the criteria used for the preparation of the financial statements for the period ended 31 December 2024.

Company name

Registered office

Share capital

SBA

% direct ownership

% indirect ownership

Gervasoni S.p.A.

Pavia di Udine (Udine)

1,000,000

furniture

100%

0%

Meridiani S.r.l.

Misinto (Monza and

Brianza)

120,000

furniture

61.11%

38.89%

Dexelance France SARL

Paris (France)

100,000

furniture

100%

0%

Dexelance UK Ltd.

London (UK)

GBP 779,950

furniture

100%

0%

Cenacchi International S.r.l. (*)

Ozzano dell'Emilia

(Bologna)

10,000

luxury contract

99%

0%

Davide Groppi S.r.l.

Piacenza

20,000

lighting

100%

0%

Saba Italia S.r.l.

S. Martino di Lupari

(Padua)

50,000

furniture

100%

0%

Modar S.p.A.

Barlassina (Monza and

Brianza)

500,000

luxury contract

100%

0%

IDB Suzhou Co. Ltd.

Suzhou (China)

CNY

21,177,351

other

100%

0%

Flexalighting S.r.l.

Pontassieve (Florence)

10,000

lighting

100%

0%

Borman Lighting S.r.l.

Pontassieve (Florence)

10,000

lighting

0%

100%

Dexelance USA Corp.

New York (USA)

USD 10,000

other

100%

0%

Flexalighting North America Ltd. (*)

Surrey (Canada)

CAD 105

lighting

0%

51%

Gamma Arredamenti S.p.A. (*)

Forlì (Forlì-Cesena)

2,000,000

furniture

55%

0%

Gamma Arredamenti Inc. (*)

High Point (USA)

USD 5,000

furniture

0%

55%

Cubo Design S.r.l. (*)

Notaresco (Teramo)

84,000

kitchen &

systems

60%

0%

Axo Light S.r.l.

Scorzè (Venice)

119,000

lighting

100%

0%

Axo Light USA Corp.

New York (USA)

USD 100,000

lighting

0%

100%

Turri S.r.l. (*)

Carugo (Como)

1,000,000

furniture

51%

0%

Turri UK Ltd. (*)

London (UK)

GBP 10,000

furniture

0%

51%

Turri USA Corp. (*)

Miami (USA)

USD 100

furniture

0%

51%

Shanghai Turri Furnitures (*)

Shanghai (China)

CNY 8,576,479

furniture

0%

51%

Mollura & C. S.p.A. (*)

Messina

65,104

omnichannel

65%

0%

(*) Fully consolidated companies due to the put and call agreement with minority shareholders; the outstanding amount of the financial debts arising from these agreements is recognised under Other current and non-current financial liabilities. The Parent Company currently holds the majority of the shares, but based on the agreements signed with the minority shareholders and the put option that they may exercise, it has the obligation to repurchase the remaining shares held under predefined contractual conditions.

With reference to the scope of consolidation, the following transactions took place in 2025:

  1. on 12 June 2025, Meridiani S.r.l. transferred all of the shares of Meridiani France SARL, representing 100% of its capital, to the parent company Dexelance S.p.A. Following the transaction, the proposal to change the company name to Dexelance France SARL was also approved;

  2. on 24 June 2025, Dexelance S.p.A. signed an agreement to acquire an initial 25% stake of the capital of Roda S.r.l., the parent company of the Roda Group, a leader in high-end outdoor furniture. Please note that the transaction was then completed on 17 July 2025.

    The company is valued using the equity method as of its acquisition date;

  3. on 24 September 2025, 65% of the capital of Mollura & C. S.p.A. (Mohd) was acquired, a Made in Italy brand of excellence operating globally with an innovative omnichannel model that includes an online platform with over 12 million annual sessions and a large team of specialised designers. In partnership with over 500 top brands, through showrooms, an online boutique, and a dedicated design service, Mohd manages residential and contract projects worldwide.

The Group has drawn up its interim financial statements as at 30 September 2025 in compliance with the recognition and measurement principles of IFRS and in accordance with the principles applied in the preparation of the annual consolidated financial statements as at 31 December 2024.

The information contained in this financial report regards the nine-month period ended 30 September 2025, which is compared with the same period in 2024 for the income statement, and with the result achieved at 31 December 2024 for the statement of financial position.

The values shown in the accounting statements are in thousands of euros.

Information on operations

This financial information as at 30 September 2025 was approved by the Company's Board of Directors on 12 November 2025 and has not been audited, as this is not required by current legislation. This report on operating performance should be read

in conjunction with the consolidated summary financial statements as at 30 September 2025, which are recorded below.

To gain the best understanding of the Group's situation and operating performance, the tables below show a brief analysis of the consolidated financial statements for the period ended 30 September 2025, made up of the reclassified income statement and the reclassified statement of financial position.

To enable a better assessment of operating performance, the Dexelance Group uses and monitors some alternative performance indicators.

The indicators represented are not identified as accounting measures under IFRS and should therefore not be considered as alternative measures to those provided in the model financial statements for assessing the performance of the Group and its financial position. The Group considers that the financial information set out below is an additional important benchmark for assessing the Group's performance, as it allows for a more analytical monitoring of the Group's economic and financial performance. Since such financial information is not a measure that can be determined by the underlying accounting standards for the preparation of the consolidated financial statements, the criterion applied for its determination may not be consistent with that adopted by other groups, and therefore such data may not be comparable.

The definition of these alternative performance indicators is as follows.

Added value is defined as the sum of revenue for goods and services and other revenue and income less the sum of costs for the purchases of raw materials, changes in inventories, costs for services and use of third-party goods and other operating costs.

EBITDA is defined as the sum of the net profit for the year, plus the profit (loss) of discontinued assets, plus income taxes, financial income and expenses, plus amortisation, depreciation and writedowns of fixed assets.

Adjusted EBITDA is defined as the sum of net profit for the year, plus the profit (loss) of discontinued assets; income taxes; financial income and expenses; amortisation, depreciation and writedowns of fixed assets and excluding non-recurring costs/revenues.

EBIT is defined as the sum of net profit for the year, plus the profit (loss) of discontinued assets, plus income taxes, financial income and expenses.

Adjusted EBIT is defined as the sum of net profit for the year, plus the profit (loss) of discontinued assets, plus income taxes, financial income and expenses, excluding non-recurring costs, amortisation and depreciation of intangible assets with a finite useful life, models and customer lists, recorded during Purchase Price Allocation (PPA), and which will terminate at the end of the relevant depreciation process.

The adjusted net result from operating assets is defined as the net result from operating assets excluding (i) non-recurring costs/revenue; (ii) amortisation of intangible assets with a finite useful life, models and customer lists, recorded during Purchase Price Allocation (PPA), and which will terminate at the end of the relevant amortisation process; (iii) depreciation of intangible assets recorded after the performance of the impairment tests; (iv) the effects of the remeasurements of put and call options and earn-outs; and (v) the related tax effects.

Operating working capital is calculated as the net balance of customer relationships, supplier relationships, inventories and assets and liabilities arising from contracts, customer advances, while net working capital is calculated by adding to operating working capital income tax credits and/or income tax payables and other current assets and liabilities.

Invested capital is calculated as the balance between net working capital, non-current assets, liabilities for employee benefits, and provisions for risks and charges and other non-current liabilities.

The net financial position is represented by financial debts, net of cash and other cash equivalents.

Reclassified income statement

The income statement is reclassified in multiple-step format to show the gross operating profit (EBITDA) generated by the Group, namely the difference between revenue and costs associated with the purchase/transformation/sales cycle, regardless of amortisation, depreciation and writedowns, the financing methods adopted and the level of taxation.

Please note that the income statement does not include the results of Mollura & C.

S.p.A. for the period since the acquisition date because it is not material and, therefore, the figures shown are on a like-for-like basis with respect to the same period last year.

Reclassified income statement

amounts are shown in €/1,000

Nine months 2024

Nine months 2025

Change

amount

%

amount

%

amount

%

Revenue

231,842

100.0%

220,291

100.0%

(11,551)

-5.0%

Other income

3,410

1.5%

2,976

1.4%

(434)

-12.7%

Total revenue and income

235,252

101.5%

223,267

101.4%

(11,985)

-5.1%

External operating costs (*)

(163,483)

-70.5%

(164,924)

-74.9%

(1,441)

0.9%

Added value

71,768

31.0%

58,343

26.5%

(13,426)

-18.7%

Staff costs

(39,785)

-17.2%

(41,899)

-19.0%

(2,114)

5.3%

Provisions and writedowns

(381)

-0.2%

(326)

-0.1%

55

-14.4%

Gross operating profit (EBITDA)

31,602

13.6%

16,117

7.3%

(15,485)

-49.0%

Amortisation, depreciation and

writedowns of fixed assets

(15,890)

-6.9%

(27,465)

-12.5%

(11,575)

72.8%

Operating profit (EBIT)

15,712

6.8%

(11,348)

-5.2%

(27,059)

-172.2%

Financial result

(7,640)

-3.3%

2,432

1.1%

10,072

-131.8%

Gross result

8,072

3.5%

(8,916)

-4.0%

(16,987)

-210.5%

Income tax

(4,066)

-1.8%

(732)

-0.3%

3,335

-82.0%

Group consolidated net result

4,006

1.7%

(9,647)

-4.4%

(13,653)

-340.8%

(*) includes the following income statement items: materials consumption, costs for services and leased assets and other operating costs.

Revenues for the first nine months of 2025 have decreased compared with the same period during the previous year, going from EUR 231.8 million to EUR 220.3 million, a slight decrease of EUR 11.6 million, equal to -5.0%.

The Group's revenue by operating segment or strategic business area (SBA) and by geographic area in the first nine months of 2025 and in the previous nine-month period are broken down as follows:

  • a 12% decrease in the 'Furniture' sector due to the slowdown in the reference market;

  • a 3% increase in the 'Lighting' segment as a result of the ongoing growth trend;

  • a 5% decrease in the 'Luxury Contract' segment compared to the previous period, due to the postponement in the realisation of some projects requested by clients;

  • A 7% increase in the 'Kitchens and Systems' sector, tied to the performance by the company Cubo Design compared with the same period during the previous year.

amounts are shown in €/1,000

Nine months 2024

Nine months 2025

Furniture

101,620

89,070

Lighting

23,747

24,460

Luxury Contract

62,591

59,611

Kitchen & Systems

43,884

47,150

Total

231,842

220,291

amounts are shown in €/1,000

Nine months 2024

Nine months 2025

Italy

61,733

55,223

EU

52,757

53,412

Non-EU

117,351

111,656

Total

231,842

220,291

Considering the impact of some non-recurring economic components on the result for the period, the management also wishes to highlight the following economic values: Adjusted EBITDA, Adjusted EBIT and Adjusted Net Result.

In particular, Adjusted EBITDA is determined without reflecting non-recurring costs and revenues.

Adjusted EBIT was calculated gross of both non-recurring costs and the amortisation and depreciation of intangible assets with a finite useful life (models, order book and customer relations) recorded during the Purchase Price Allocation (PPA) and which will terminate at the end of the relevant amortisation process.

Finally, the Adjusted Net Result is calculated excluding non-recurring costs/revenues and of the aforementioned amortisation of certain intangible assets with a finite useful life and without taking into account the positive and negative economic effects resulting from the restatement of "figurative" financial charges for put and call options and earn-outs of minority shareholders.

amounts are shown in €/1,000

Nine months 2024

Nine months 2025

Effective

data

Adjusted

data

Effective

data

Adjusted

data

Revenue

231,842

231,842

220,291

220,291

Other income

3,410

3,410

2,976

2,976

Total revenue and income

235,252

235,252

223,267

223,267

External operating costs

(163,483)

(162,898)

(164,924)

(163,960)

Added value

71,768

72,354

58,343

59,307

Staff costs

(39,785)

(39,768)

(41,899)

(41,623)

Provisions and writedowns

(381)

(381)

(326)

(326)

Gross operating profit (EBITDA)

31,602

32,204

16,117

17,357

Amortisation, depreciation and writedowns of fixed

assets

(10,343)

(10,343)

(10,517)

(10,517)

Amortisation, depreciation and writedowns of fixed

assets arising from the PPA process

(5,547)

-

(16,948)

-

Operating profit (EBIT)

15,712

21,861

(11,348)

6,841

Financial result

(7,640)

(3,867)

2,432

(3,972)

Gross result

8,072

17,995

(8,916)

2,869

Income tax

(4,066)

(5,572)

(732)

(2,424)

Group consolidated net result

4,006

12,423

(9,647)

445

The reconciliation of the above values is shown below. Starting with the actual amounts, the components taken into account to calculate the adjusted values as at 30 September 2024 and September 2025 are listed below:

amounts are shown in €/1,000

Effective data, nine months 2024

Non-recurring costs/revenues

PPA

depreciation,

amortisation and writedowns

Remeasurement of put and call

options and earn-outs

Adjusted data, nine months 2024

Revenue

231,842

231,842

Other income

3,410

-

3,410

Total revenue and income

235,252

-

-

-

235,252

External operating costs

(163,483)

585

(162,898)

Added value

71,768

585

-

-

72,354

Staff costs

(39,785)

17

(39,768)

Provisions and writedowns

(381)

(381)

Gross operating profit (EBITDA)

31,602

602

-

-

32,204

Amortisation, depreciation and writedowns of

fixed assets

(10,343)

(10,343)

Amortisation, depreciation and writedowns of

fixed assets arising from the PPA process

(5,547)

5,547

-

Operating profit (EBIT)

15,712

602

5,547

-

21,861

Financial result

(7,640)

(369)

4,142

(3,867)

Gross result

8,072

234

5,547

4,142

17,995

Income tax

(4,066)

(77)

(1,428)

(5,572)

Group consolidated net result

4,006

156

4,119

4,142

12,423

amounts are shown in €/1,000

Effective data, nine months 2025

Non-recurring costs/revenues

PPA

depreciation,

amortisation and writedowns

Remeasurement of put and call

options and earn-outs

Adjusted data, nine months 2025

Revenue

220,291

220,291

Other income

2,976

2,976

Total revenue and income

223,267

-

-

-

223,267

External operating costs

(164,924)

964

(163,960)

Added value

58,343

964

-

-

59,307

Staff costs

(41,899)

276

(41,623)

Provisions and writedowns

(326)

(326)

Gross operating profit (EBITDA)

16,117

1,240

-

-

17,357

Amortisation, depreciation and writedowns of

fixed assets

(10,517)

(10,517)

Amortisation, depreciation and writedowns of

fixed assets arising from the PPA process

(16,948)

16,948

-

Operating profit (EBIT)

(11,348)

1,240

16,948

-

6,841

Financial result

2,432

(6,404)

(3,972)

Gross result

(8,916)

1,240

16,948

(6,404)

2,869

Income tax

(732)

(77)

(1,615)

(2,424)

Group consolidated net result

(9,647)

1,163

15,332

(6,404)

445

During the first nine months of the year, the Group incurred non-recurring costs of EUR 1,240 thousand, of which EUR 276 thousand concerned extraordinary staff expenses and EUR 363 thousand, acquisition transactions carried out in the third quarter.

Regarding Group's growth by external lines, a full-year income statement has been prepared assuming that the Mohd acquisition had taken place on 1 January 2025. Please note that, as there were no changes in the scope of consolidation the first nine months of 2024, no further disclosures were necessary as at 30 September 2024.

Full income statement (audited)

amounts are shown in €/1,000

Nine months 2024

Nine months 2025

Change

Change

9M full

9M full

adjusted

9M full

9M full

adjusted

9M full

%

9M full

adjusted

%

Revenue

231,842

231,842

272,835

272,835

40,994

17.7%

40,994

17.7%

Other income

3,410

3,410

3,449

3,449

39

1.1%

39

1.1%

Total revenue and income

235,252

235,252

276,284

276,284

41,033

17.4%

41,033

17.4%

External operating costs

(163,483)

(162,898)

(208,912)

(207,948)

(45,429)

27.8%

(45,050)

27.7%

Added value

71,768

72,354

67,372

68,336

(4,396)

-6.1%

(4,018)

-5.6%

Staff costs

(39,785)

(39,768)

(45,353)

(45,077)

(5,568)

14.0%

(5,309)

13.4%

Provisions and writedowns

(381)

(381)

(326)

(326)

55

-14.4%

55

-14.4%

Gross operating profit (EBITDA)

31,602

32,204

21,692

22,932

(9,910)

-31.4%

(9,272)

-28.8%

Amortisation, depreciation and

writedowns of fixed assets

(10,343)

(10,343)

(12,315)

(12,315)

(1,972)

19.1%

(1,972)

19.1%

Amortisation, depreciation and

writedowns of fixed assets arising from the PPA process

(5,547)

-

(16,948)

-

(11,401)

205.5%

-

Operating profit (EBIT)

15,712

21,861

(7,571)

10,617

(23,283)

-148.2%

(11,244)

-51.4%

Financial result

(7,640)

(3,867)

2,296

(4,108)

9,936

-130.0%

(241)

6.2%

Gross result

8,072

17,995

(5,275)

6,509

(13,347)

-165.4%

(11,485)

-63.8%

Income tax

(4,066)

(5,572)

(1,888)

(3,580)

2,178

-53.6%

1,992

-35.7%

Group consolidated net result

4,006

12,423

(7,163)

2,929

(11,169)

-278.8%

(9,494)

-76.4%

Reclassified statement of financial position

The statement of financial position is reclassified in order to highlight the investment structure and the composition of the financing sources.

Reclassified statement of financial position

amounts are shown in €/1,000

31/12/2024

30/09/2025

amount

%

amount

%

Intangible assets

235,484

87.8%

270,750

77.0%

Right of use

34,427

12.8%

36,677

10.4%

Property, plant and equipment

28,223

10.5%

36,069

10.3%

Holdings and other non-current assets

8,708

3.2%

18,943

5.4%

Non-current assets (A)

306,842

114.5%

362,439

103.0%

Inventories

45,529

17.0%

74,628

21.2%

Trade receivables

41,632

15.5%

38,388

10.9%

Other current assets

8,824

3.3%

12,850

3.7%

Current assets (B)

95,985

35.8%

125,866

35.8%

Trade payables

(53,611)

-20.0%

(47,052)

-13.4%

Other current liabilities

(43,205)

-16.1%

(51,062)

-14.5%

Current liabilities (C)

(96,817)

-36.1%

(98,114)

-27.9%

Net working capital (D = B - C)

(832)

-0.3%

27,752

7.9%

Provisions for risk and severance pay

(12,163)

-4.5%

(13,809)

-3.9%

Other non-current liabilities

(25,748)

-9.6%

(24,656)

-7.0%

Medium/long-term liabilities (E)

(37,911)

-14.1%

(38,465)

-10.9%

Net invested capital (A + D + E)

268,099

100.0%

351,726

100.0%

Shareholders' equity

170,452

63.6%

160,797

45.7%

Net financial position, banks

(5,180)

-1.9%

76,236

21.7%

Net financial position, others

102,827

38.4%

114,693

32.6%

Net financial position

97,647

36.4%

190,929

54.3%

Equity and debt

268,099

100.0%

351,726

100.0%

Net invested capital consists mostly of intangible assets arising from company acquisitions completed since the Company's incorporation; during the period, this increased by EUR 83.6 million due to the effect of:

  • the increase of EUR 55.6 million in non-current assets, mainly attributable to the allocation of the consolidation difference for the new acquisition of Mollura in the amount of EUR 45.4 million and the acquisition of the shareholding in Roda S.r.l. in the amount of EUR 8.5 million. As at 30 June 2025, a partial write-down of the goodwill for the Turri CGU in the amount of EUR 11,200 thousand was recognised in the statement of financial position, taking the performance during the period and the future prospects into account. Please refer to the abbreviated explanatory notes to the Half-Yearly Financial Report for more information.

    The increase in the item 'Shareholdings' is solely attributable to the acquisition of a 25% shareholding in Roda S.r.l. and its valuation using the equity method at the end of the period. Please note that the PPA for the acquisition, prepared in accordance with IAS 28, is still provisional and will be completed within the

    timeframe required by this accounting standard; the allocation of the implicit deficit has been provisionally allocated to the goodwill;

  • the increase of EUR 28.6 million in net working capital, mainly attributable to the organic trend of advances on orders secured by the companies operating in the 'Luxury Contract' operating segment and the reduction in trade payables result from their different composition at the payment terms and conditions;

  • the increase in medium- and long-term liabilities in the amount of EUR 0.6 million. Financing sources consist for 46% of equity and for 54% of third-party, posting an increase in the net financial position of EUR 93.3 million (+95.5%) compared to the previous period. This is attributable mainly to the acquisitions completed during the period and, to a minor extent, to the absorption of the net working capital as recognised in the cash flow statement.

Net financial position

The net financial position, as defined and monitored by the Company's and the Group's management, breaks down as follows:

amounts are shown in €/1,000

Balance at 30/09/2024

Balance at 31/12/2024

Balance at 30/09/2025

Change Sept. 2024 - Sept.

2025

Change Dec. 2024 - Sept.

2025

Short-term bank loans

20,945

23,604

35,972

15,027

12,368

Medium/long-term bank debt

51,691

39,510

87,013

35,322

47,502

Cash and cash equivalents

(32,183)

(33,681)

(38,085)

(5,902)

(4,404)

Other current financial assets

(27,976)

(34,614)

(8,664)

19,313

25,950

NFP, banks

12,476

(5,180)

76,236

63,759

81,415

Current earn-out payable

1,328

4,790

4,379

3,051

(411)

Non-current earn-out payable

11,508

1,780

2,087

(9,422)

307

Current payable for purchase of minority shares

through the exercise of the put option

8,182

9,747

7,174

(1,009)

(2,573)

Non-current payable for purchase of minority

shares through the exercise of the put option

48,951

45,656

57,357

8,407

11,701

NFP, other than banks

69,969

61,972

70,996

1,027

9,024

Current financial payables to lessors

6,451

6,512

7,243

792

731

Non-current financial payables to lessors

27,106

29,430

31,342

4,236

1,912

NFP, payables to lessors (IFRS 16)

33,557

35,942

38,585

5,029

2,644

Other financial payables

791

4,913

5,112

4,321

199

NFP, total

116,793

97,647

190,929

74,136

93,282

Gross bank debt as at 30 September 2025 amounted to EUR 122,984 thousand and the increase over the previous period was mainly due to borrowings of EUR 80.7

million, of which EUR 12 million were for short-term advances, EUR 46 million for a long-term loan for the acquisition of Mollura, and EUR 12.7 million for a long-term loan to cover part of the acquisition of the minority interest in Roda and the exercise of Flexalighting options.

Indebtedness of EUR 76.2 million is expressed net of cash and cash equivalents and other current financial assets of EUR 46.7 million. The change in the net financial position during the period is characterised by (i) a high absorption of operating working capital, due to the timing of receipt of advance payments concerning the progress of open job orders, (ii) net capital expenditures for the period of EUR 7.3 million, (iii) net financial disposals of EUR 25.4 million for the period, and (iv) corporate acquisitions totalling EUR 40.7 million. Please also note that a loan with a nominal value of EUR 6 million was voluntarily repaid early, ahead of the original amortization schedule.

The earn-out debts of EUR 6,465 thousand recognised at 30 September 2025 refers to the debt owed to the sellers of the companies Cubo Design and Turri. It represents the update of the best possible estimate of the earn-out, which was determined at the time of acquisition and accounted for at 30 September 2025. The earn-out is directly linked to the performances of the acquired companies as contractually defined between the parties. Please note that, in 2025, the earn-out payment for the acquisition of SUR (merged into Gervasoni during the 2022 financial year) totalled EUR 527 thousand.

The put options debts amounted to EUR 64.5 million at 30 September 2025 and concern the fair value of the liability for the exercise of the put option (in favour of the seller) and the call option (in favour of the Group) for the acquisition of the residual stake of 1% in Cenacchi International, of 49% in Flexalighting North America, of 45% in Gamma Arredamenti International, of 40% in Cubo Design, of 49% in Turri, and of 35% in Mollura.

The acquisition value of the minority stake through the put option was also subject to a contractual definition that links its value to actual company performance and, for this reason, is periodically reassessed based on a contractually predefined calculation between the parties (usually EBITDA and net financial position).

Please note that the debts for options at 30 September 2025 decreased as a result of:

  • the exercise of the option to acquire the remaining 49% stake in Flexalighting for EUR 9.7 million;

  • the remeasurement of the debt related to the minority interest in Turri S.r.l. against the revised budget approved and used by the directors during the impairment test as at 30 June 2025, which led to the reduction of the debt itself in the amount of EUR 9.3 million.

    The change in bank debts is reported below:

    amounts are shown in €/1,000

    Balance at 31/12/2024

    Business combinations

    Loans taken out

    Capital repayments /

    Interest payments

    Interest payable accrued

    Balance at 30/09/2025

    Bank loans:

    Loans for acquisitions

    45,779

    -

    58,707

    (15,337)

    1,863

    91,013

    Loans pursuant to the Liquidity

    Decree

    3,060

    -

    -

    (1,593)

    56

    1,522

    Other loans to banks

    13,592

    1,880

    22,023

    (7,978)

    226

    29,743

    Financial derivative liabilities

    684

    -

    -

    -

    23

    707

    Total

    63,115

    1,880

    80,731

    (24,908)

    2,167

    122,984

    The increase in debt of EUR 59.9 million was mainly due to long-term loans for a nominal amount of EUR 58.7 million and short-term loans for EUR 22 million, net of repayments of EUR 24.9 million.

    With regard to the Group's net financial debt, the following financial information has been drawn up in accordance with the format required by the CONSOB Communication, updated with the requirements of ESMA Guidance 32-382-1138 of 4 March 2021 as transposed by CONSOB warning notice no. 5/21 of 29 April 2021, indicating the intention to align its supervisory practices with the aforementioned ESMA Guidelines.

    The financial debt of the Dexelance Group according to the format adopted by CONSOB is as follows:

    amounts are shown in €/1,000

    Balance at

    31/12/2024

    Balance at

    30/09/2025

    Change

    A Cash

    33,681

    38,085

    4,404

    B Cash equivalents

    C Other current financial assets

    34,614

    8,664

    (25,950)

    D Cash and cash equivalents (A + B + C)

    68,294

    46,749

    (21,546)

    E Current financial debt (including debt instruments but

    excluding the current portion of non-current financial debt)

    (21,049)

    (18,796)

    2,253

    F Current portion of current financial debt

    (23,604)

    (35,972)

    (12,368)

    G Current financial indebtedness (E + F)

    (44,653)

    (54,767)

    (10,114)

    H Net current financial indebtedness (G - D)

    23,641

    (8,019)

    (31,660)

    I Non-current financial debt (excluding the current portion

    and debt instruments)

    (116,375)

    (177,798)

    (61,423)

    J Debt instruments

    K Non-current trade and other payables

    (4,913)

    (5,112)

    (199)

    L Non-current financial indebtedness (I + J + K)

    (121,288)

    (182,910)

    (61,622)

    M Total financial indebtedness (H + L)

    (97,647)

    (190,929)

    (93,282)

    Business combinations

    Acquisition of Mollura & C. S.p.A.

    On 24 September 2025, Dexelance acquired 65% of the share capital of Mollura & C. S.p.A., a company that, through showrooms, an online platform, and a dedicated design service, manages residential and contract projects worldwide.

    The acquisition price for the shares was EUR 44,283 thousand.

    At the same time as the acquisition, a put and call agreement was signed between Dexelance and the selling shareholders for the transfer of the remaining 35%. Under the agreement, in 2030, after the approval of the 2029 financial statements:

    • the minority shareholders will have the right to sell (put option) to Dexelance -which will have the obligation to acquire - their shares of the company for a consideration calculated on the basis of average EBITDA in the two-year period prior to the exercise of the option, to which a multiplication factor is applied and for which the net financial position at the year-end prior to the exercise of the right is deducted from the result;

    • if the minority shareholders exercise the "accelerated" put option, Dexelance must acquire (the "'accelerated' call option") 10% of the share capital of Mollura & C. S.p.A. from these minority shareholders within 12 months of the transaction

date, for a consideration determined in the same manner as the acquisition price. If this procedure is exercised, the calculation of the consideration for the remaining 25% follows the formula indicated in the preceding paragraph.

On the basis of this combination of put and call options, the shareholding recognized by the Group in the consolidated financial statements is equal to 100% of the subsidiary Mollura. At the same time, the financial liability for the acquisition of the 35% minority interest was recognised at fair value under other financial payables in the amount of EUR 25,832 thousand at the acquisition date.

The consolidated financial statements of the Dexelance Group as at 30 September 2025 do not include the results of the company Mollura & C. S.p.A for the period from the acquisition date, as these were not material.

If the acquisition of the companies had taken place at the start of the 2025 financial year, revenue for goods and services would have totalled EUR 53,182 thousand.

The table below breaks down the information on assets and liabilities, respectively acquired and assumed as at the acquisition date. The difference between the net consideration for the acquisition and the total net assets acquired was provisionally allocated to goodwill:

(amounts in thousands of euros)

Carrying amounts at the acquisition date

Allocation

Overall amounts at fair value

ASSETS

Intangible assets

7,845

-

7,845

Goodwill

7,371

7,371

Other intangible assets

474

474

Right of use

3,897

3,897

Property, plant and equipment

4,567

4,567

Deferred tax assets

347

347

Other non-current assets

1,693

1,693

Inventories

22,353

22,353

Trade receivables

1,984

1,984

Income tax credits

11

11

Other current assets

90

90

Other current financial assets

8,004

8,004

Cash and cash equivalents

3,582

3,582

TOTAL ASSETS

54,373

-

54,373

LIABILITIES

Post-employment benefits

936

936

Provisions for risks and charges

199

199

Financial debts

5,769

5,769

Deferred taxes

11

11

Trade payables

8,064

8,064

Income tax payables

1,191

1,191

Other current liabilities

13,509

13,509

TOTAL LIABILITIES

29,679

-

29,679

TOTAL NET ASSETS ACQUIRED (A)

24,694

CONSIDERATION FOR THE ACQUISITION (B) (*)

70,115

GOODWILL FROM BUSINESS COMBINATION (C = B- A)

45,421

Cash and cash equivalents acquired (D)

3,582

Deferred put and call payments (E)

25,832

PAYMENTS MADE FOR THE ACQUISITION (B- (D + E)) (**) 40,701

(*) Calculated as the sum of the present value of the ownership interest and debts for put and call options.

(**) Calculated as the consideration for the acquisition net of cash and cash equivalents and debts for put and call options.

Shareholders' equity

Please see the statement of changes in shareholders' equity for a description of the change in shareholders' equity at 30 September 2025.

The share capital is fully paid up and subscribed. It totals EUR 26,926 thousand, divided into 26,926,298 ordinary shares with no par value. This is unchanged from 31 December 2024.

The changes that affected the equity reserves in the first nine months of the financial year 2025 are as follows:

  • the purchase of treasury shares for EUR 1.57 million;

  • the effect of the fair value valuation of financial hedging instruments (cash flow hedges) in the negative amount of EUR 135 thousand, net of the tax effect of EUR 32 thousand, which was recognised in the statement of comprehensive income as at 30 September 2025;

  • following the resolution to adopt the 2024-2029 Performance Shares Plan, the sum of EUR 198 thousand was allocated to a reserve for shares granted to directors and employees.

  • the payment to cover losses by minority shareholders in the subsidiary Turri S.r.l. for EUR 1.96 million.

    Strategic business areas

    The Dexelance Group is divided into five operating segments or strategic business areas (SBAs), as defined by management at the operational level by management, and one other residual area (mainly attributable to the Parent Company, which acts as a holding company):

  • Furniture: dedicated to the design, production (both in-house and through third-party manufacturers) and marketing of indoor and outdoor furniture products, mainly dedicated to the living area. At the date of the financial statements, this segment consisted of the companies Gervasoni S.p.A., Meridiani S.r.l., Saba Italia S.r.l., Gamma Arredamenti International S.p.A. S.r.l., and Turri S.r.l., and the related subsidiaries, Dexelance France SARL and Dexelance UK Co. Ltd., Dexelance USA Corp., and IDB Suzhou Co.;

  • Lighting: dedicated to the design, production (both in-house and through third-party manufacturers) and marketing of high-quality designer lighting products. At the date of the financial statements, this segment consisted of Davide Groppi S.r.l., Flexalighting S.r.l., Flexalighting North America Ltd., and Axo Light S.r.l. and the related subsidiaries;

  • Luxury Contract: dedicated to the design and installation of bespoke and commissioned fittings for luxury brand shops and high-end hotels and homes, commissioned and in collaboration with well-known architects and designers. At the date of the financial statements, this SBA consisted of Cenacchi International

    S.r.l. and Modar S.p.A.;

  • Kitchens and Systems: design, production, and sale of modular kitchen solutions and systems. At the reference date, Cubo Design S.r.l. also belonged to this area;

  • Omnichannel go-to-market: following the completion of the acquisition of the majority of the share capital of Mollura & C. S.p.A. in September 2025, which is

    described in greater detail in the section on business combinations, the Group's business now comprises a fifth operating segment, "Omnichannel go-to-market", dedicated to the distribution of high-end products in lighting, design, and furniture, with a unique and highly innovative omnichannel business model;

  • Other: this consists of the Parent Company Dexelance S.p.A.

The strategic business area is typically the reference unit that the Group uses to monitor the performance of its business. It is characterised by the homogeneity of the reference markets, but it is not independently organised.

Related parties

amounts are shown in €/1,000

Related party of

rental costs without the application of IFRS

16

financial income and

expenses

costs for services

Il Castello S.p.A.

Gervasoni S.p.A.

381

AGP 2 S.r.l.

Cubo Design S.r.l.

477

Giaro Components

Cubo Design S.r.l.

60

Olimpia S.r.l.

Turri S.r.l.

81

T Group S.r.l.

Turri S.r.l.

638

IR.MA. S.r.l.

Modar S.p.A.

338

Minority shareholders

85

Directors

4,629

Total

1,974

85

4,629

amounts are shown in €/1,000

Related party of

trade

payables

financial

debts

other

payables

Giaro Componenti S.r.l.

Cubo Design S.r.l.

(329)

T.M.R. S.r.l.

Cubo Design S.r.l.

(128)

Olimpia S.r.l.

Turri S.r.l.

(60)

T Group S.r.l.

Turri S.r.l.

(456)

Minority shareholders

(5,094)

Directors

(1,141)

Total

(913)

(5,094)

(1,201)

The Group companies have leases in place with related parties with rental instalments paid in advance, the cost of which amounted to EUR 1,974 thousand in the first nine months of 2025.

The "Directors" item includes the remuneration and the share of the Long-Term Incentive Plan and Performance Shares estimated for the period.

Treasury shares and shares of parent companies

As at 18 December 2023, the programme aimed at increasing the portfolio of treasury shares of the parent company Italian Dexelance S.p.A. became operative in order to (i) equip itself with a portfolio of treasury shares to be used to service transactions consistent with the Group's strategic development lines in view of or within the scope of agreements with strategic partners, including, but not limited to, transactions involving sales and/or exchanges, swaps, contributions, assignments or other acts that include other extraordinary finance transactions (ii) use treasury shares for transactions to support market liquidity, so as to facilitate trading in the securities themselves at times of low market liquidity and to encourage regular trading, in accordance with the provisions of the law on market abuse and accepted market practices. The aforementioned share buy-back programme was resolved by the Shareholders' Meeting of 17 November 2023.

On 22 April 2024, the Shareholders' Meeting resolved a share buyback programme which, in addition to the above objectives, also provided for the allocation of treasury shares to the implementation of incentive plans based on Company shares for directors and employees in key function roles within the Company.

On 22 April 2025, the Shareholders' Meeting resolved a new share buyback programme up to a maximum number of two million for the above-mentioned purposes after the previous authorisation of 22 April 2024 had been revoked to the extent that it had not been used.

Please note that, from 18 December 2023 to 30 September 2025, 419,981 treasury shares, equal to 1.56% of the share capital, were purchased for a total amount of EUR 3.5 million.

Dexelance S.p.A. on the Stock Exchange

The shares of the parent company Dexelance S.p.A. were listed on the Euronext STAR Milan segment of Borsa Italiana S.p.A. on 18 May 2023 at an IPO price of EUR 10.88. Dexelance stock also forms part of the FTSE Italia Small Cap index.

The chart below shows the price trend of the Dexelance stock and the related trading volumes of the first nine months of 2025, from 1 January to 30 September 2025.

As at 30 September 2025, the stock market capitalisation amounted to EUR 184.7 million, against the Group's consolidated shareholders' equity of EUR 160.8 million.



Source: borsaitaliana.it

Consolidated financial statements as at 30 September 2025

The Group has drawn up its interim financial statements in compliance with the recognition and measurement principles of IFRS and in accordance with the principles applied in the preparation of the annual consolidated financial statements as at 31 December 2024.

Consolidated statement and financial position

(amounts in thousands of euros)

30/09/2025

31/12/2024

NON-CURRENT ASSETS

Intangible assets

270,750

235,484

Goodwill

175,960

134,811

Brands

57,459

57,461

Models

5,102

6,085

Customer relations and order book

30,449

35,211

Other intangible assets

1,780

1,916

Right of use

36,677

34,427

Property, plant and equipment

36,069

28,223

Deferred tax assets

4,773

4,122

Equity investments

8,522

6

Other non-current assets

5,648

4,580

Total non-current assets

362,439

306,842

CURRENT ASSETS

Inventories

62,473

37,096

Contract assets

12,155

8,433

Trade receivables

38,388

41,632

Income tax credits

3,789

1,440

Other current assets

9,061

7,385

Other current financial assets

8,664

34,614

Cash and cash equivalents

38,085

33,681

Total current assets

172,614

164,279

TOTAL ASSETS

535,053

471,121

(amounts in thousands of euros)

30/09/2025

31/12/2024

SHAREHOLDERS' EQUITY

Share capital

26,926

26,926

Other reserves and retained earnings, including profit (loss) for the period

133,871

143,526

Total Group shareholders' equity

160,797

170,452

Shareholders' equity - minority interests

0

0

Total shareholders' equity

160,797

170,452

NON-CURRENT LIABILITIES

Post-employment benefits

8,668

7,363

Provisions for risks and charges

5,142

4,801

Medium/long-term bank loans

87,013

39,510

Other non-current financial liabilities

59,444

47,435

Other medium/long-term loans

5,112

4,913

Non-current financial payables to lessors

31,342

29,430

Other non-current liabilities

1,900

1,858

Deferred taxes

22,756

23,889

Total non-current liabilities

221,375

159,199

CURRENT LIABILITIES

Short-term bank loans

35,972

23,604

Other current financial liabilities

11,552

14,537

Other short-term loans

0

0

Current financial payables to lessors

7,243

6,512

Trade payables

47,052

53,611

Income tax payables

2,582

1,039

Other current liabilities

48,480

42,166

Payables to staff and social security organisations

11,674

10,609

Contract liabilities

8,228

16,557

Other payables

28,578

15,000

Total current liabilities

152,881

141,470

TOTAL LIABILITIES

374,256

300,669

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES

535,053

471,121

Consolidated income statement

(amounts in thousands of euros) Nine months

2025

Nine months 2024

Revenue for goods and services

220,291

231,842

Other income

2,976

3,410

Total revenue and income

223,267

235,252

Purchases of raw materials

(98,297)

(93,914)

Change in inventories

6,253

577

Staff costs

(41,899)

(39,785)

Costs for services and use of third-party assets

(71,088)

(68,502)

Other operating costs

(1,793)

(1,644)

Provisions and writedowns

(326)

(381)

Amortisation, depreciation and writedowns of fixed assets

(27,465)

(15,890)

Operating profit/(loss) (EBIT)

(11,348)

15,712

Financial income

10,367

2,192

Financial expenses

(7,935)

(9,832)

Profit/(loss) before taxes resulting from continuing operations

(8,916)

8,072

Income tax

(732)

(4,066)

Net profit/(loss)

(9,647)

4,006

Attributable to:

Profit/(loss) pertaining to the Group

(9,647)

4,006

Profit/(loss) pertaining to third parties

0

0

Basic earnings loss per share

(0.36)

0.15

Diluted earnings loss per share

(0.36)

0.15

Consolidated statement of comprehensive income

(amounts in thousands of euros) Nine months

2025

Nine months 2024

Profit/(loss) for the year

(9,647)

4,006

Profit/(loss) from cash flow hedge

(135)

(141)

Tax effects

32

34

Total profit/(loss) from cash flow hedges, net of tax

(102)

(107)

Foreign currency translation differences

(498)

(177)

Other movements

7

(14)

Total comprehensive income items that will subsequently be reclassified to profit/(loss) for the year

(593) (298)

Actuarial profits/(losses) - -

Tax effects - -

Total actuarial profit/(loss), net of taxes - -

Comprehensive income items that will not subsequently be reclassified to profit/(loss) for the year

-

-

Comprehensive income statement net of taxes

(593)

(298)

Total comprehensive net profit/(loss) for the period

(10,241)

3,708

Attributable to:

Shareholders of the parent company

(10,241)

3,708

Minority shareholders

-

-

Consolidated Statement of changes in shareholders' equity

(amounts in thousands of euros)

Share capital

Share premium reserve

Cash flow hedging reserve

Actuarial gains/(losses)

Other reserves

Retained earnings

Profit/(loss) for the

period

Total Group shareholders'

equity

Capital and

reserves -

minority interests

Profit -minority interests

Shareholders' equity -minority interests

Total

shareholders' equity

Balance at 1 January 2024

26,926

66,971

(520)

183

(709)

33,521

28,007

154,378

- -

-

154,378

Allocation of result for the year

28,007

(28,007)

-

-

-

Other income statement items

(107)

(190)

(298)

-

(298)

Purchase of treasury shares

(1,334)

(1,334)

-

(1,334)

Share Incentive Plan

60

60

-

60

Profit for the period

4,006

4,006

-

4,006

Balance at 30 September 2024

26,926

66,971

(628)

183

(2,174)

61,528

4,006

156,812

- -

-

156,812

(amounts in thousands of euros)

Share capital

Share premium reserve

Cash flow hedging reserve

Actuarial gains/(losses)

Other reserves

Retained earnings

Profit/(loss) for the

period

Total Group shareholders'

equity

Capital and

reserves -minority

interests

Profit -minority interests

Shareholders' equity -minority interests

Total

shareholders' equity

Balance at 1 January 2025

26,926

66,971

(561)

115

(2,431)

61,528

17,904

170,452

- -

-

170,452

Allocation of result for the year

17,904

(17,904)

-

-

-

Other income statement items

(102)

(491)

(593)

-

(593)

Purchase of treasury shares

(1,572)

(1,572)

-

(1,572)

Payments from third parties

1,960

1,960

1,960

Share Incentive Plan

198

198

-

198

Profit for the period

(9,647)

(9,647)

-

(9,647)

Balance at 30 September 2025

26,926

66,971

(663)

115

(2,336)

79,432

(30,158)

160,797

- -

-

160,797

Consolidated statement of cash flows

(amounts in thousands of euros) Nine months

2025

Nine months 2024

A. Cash flows from operating activities (indirect method)

Profit/(loss) for the period

(9,647)

4,006

Income tax

732

4,066

Interest expense/(interest income)

6,033

7,510

Other non-monetary income and expenses

(8,435)

192

Capital (gains)/losses on disposals

(6)

(162)

1. Profit/(loss) before income taxes, interest, dividends and capital gains/losses from transfer

(11,324)

15,612

Severance Indemnity Provision

962

673

Provisions

634

734

Amortisation of fixed assets

16,265

15,890

Impairment losses

11,176

0

Other adjustments for non-monetary items

(558)

(114)

2. Cash flow before changes in net working capital

17,154

32,796

Decrease/(Increase) in inventories

(3,024)

(3,349)

Decrease/(Increase) in contract assets

(3,722)

(4,638)

Decrease/(Increase) in trade receivables

4,363

(2,588)

Increase/(Decrease) in trade payables

(14,655)

(6,790)

Increase/(Decrease) in contract liabilities

(8,329)

4,534

Decrease/(Increase) in other changes in net working capital

1,103

5,823

Interest received/paid on loans

(2,384)

(2,141)

(Income taxes paid)

(4,606)

(1,682)

Disbursement of severance payments and other provisions

(912)

(922)

3. Cash flow after other adjustments

(32,166)

(11,751)

Cash flow of operating activities (A = 2 + 3)

(15,012)

21,045

B. Cash flows from investment activities

Investments in tangible fixed assets, net of divestments

(7,903)

(4,648)

Investments in intangible assets, net of divestments

645

(300)

Investments in financial fixed assets, net of divestments

(8,514)

349

Investments in other financial assets, net of divestments

33,954

645

Acquisition or sale of subsidiaries or business units, net of cash

(40,701)

0

Exercise of options and earn-out

(10,180)

(7,022)

Cash flow of investment activities (B)

(32,699)

(10,975)

C. Cash flows from financing activities

Third-party financing

Increase (decrease) in short-term bank debts

(593)

(643)

Loans taken out

80,731

2,973

Loan repayment

(22,034)

(14,328)

Payments for lease liabilities

(6,376)

(6,010)

Equity

Payments from third parties

1,960

0

Purchase of treasury shares

(1,572)

(1,334)

Cash flow of financing activities (C)

52,116

(19,343)

Increase (decrease) in cash and cash equivalents (A ± B ± C)

4,404

(9,273)

Cash and cash equivalents at 1 January

33,681

41,457

Cash and cash equivalents at 30 September

38,085

32,183

Change in cash

4,404

(9,273)