Business
Kaleon S p A : The board of directors has approved the separate financial statements and the consolidated financial statements as of December 31, 2025
Kaleon S p A : The board of directors has approved the separate financial statements and the consolidated financial statements as of December 31,
About this update from Kaleon S.p.a.
KALEON: THE BOARD OF DIRECTORS HAS APPROVED THE SEPARATE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 Consolidated revenues of €23.2 million (+6.8% year-on-year; +9.2% at current perimeter) Adjusted EBITDA of €6.1 million (+10.7% year-on-year), Adjusted EBITDA margin of 26.3% Net profit of €1.6 million, broadly in line with 2024 (€2.1 million excluding the impact of extraordinary costs related to the IPO attributable to the period) Net cash of €3.2 million Ordinary and extraordinary Shareholders' Meeting convened for April 29, 2026 Transformational year: completion of the dual-listing on Euronext Growth Milan (KLN) and Euronext Growth Paris (ALKLN), with first day of trading on December 1, 2025, and inauguration of the Castelli di Cannero (June 2025) following more than ten years of investment and restoration *** Milan, March 30, 2026 - The Board of Directors of Kaleon S.p.A. (" Kaleon " or the " Company "), a company linked to the Borromeo family specializing in the management and enhancement of important artistic, natural and museum assets for tourism purposes, listed on Euronext Growth Milan (Ticker: KLN) and Euronext Growth Paris (Ticker: ALKLN), has reviewed and approved the separate financial statements and the consolidated financial statements for the year ended December 31, 2025, which have not yet been audited, to be submitted to the Shareholders' Meeting to be held on 29 April 2026 in first call and, if necessary, on 5 May 2026 in second call. Vitaliano Borromeo Arese Borromeo, Chairman of the Board of Directors of Kaleon , commented: " 2025 was a particularly eventful and transformational year for the Group. We successfully completed the dual listing on Euronext Growth Milan and Euronext Growth Paris, strengthening the Group's capital structure, enhancing its international visibility and laying the foundations to support our development plan. At the same time, we inaugurated the Castelli di Cannero, thereby expanding our portfolio of premium destinations on Lake Maggiore. The results for the year confirm the strength of our business model, with simultaneous growth in revenues and adjusted EBITDA margin. We approach 2026 with confidence, ready to continue our growth trajectory and to pursue new opportunities in the management of high-quality cultural assets, further expanding our portfolio of managed assets". BUSINESS PERFORMANCE Key Financial Highlights The Kaleon Group's consolidated revenues as at December 31, 2025 amounted to €23.2 million , representing an increase of +6.8% compared to €21.7 million in 2024. Revenue growth at current perimeter (excluding revenues from administrative management services subject to spin-off in February 2025) stood at +9.2%. The breakdown of revenues by service category and by location had already been disclosed to the market in the press release dated February 16, 2026; it is worth noting that the main growth drivers were Ticketing (+10%) and Food & Beverage (+12%), while among locations, Isola Bella (+11%) and Isola Madre (+7%) performed particularly well. Adjusted EBITDA for FY 2025 amounted to €6.1 million (+10.7%), compared to €5.5 million in 2024, with an Adjusted EBITDA margin of 26.3% (25.4% in 2024). Adjusted EBITDA is calculated excluding non-recurring income of €0.5 million (capital gain from the contribution of a business unit) and non-recurring costs of €0.4 million (management incentive bonuses related to the IPO). Operating profit (EBIT) post non-recurring items, amounted to €2.6 million , compared to €3.1 million in 2024. The decrease is entirely attributable to higher depreciation and amortization (+47.2%, equal to approximately +€1.1 million), of which approximately €0.5 million relates to extraordinary costs incurred and capitalized in connection with the IPO. Net profit amounted to €1.6 million , slightly up compared to €1.5 million in 2024 (+1.2%), confirming the Group's solid profitability even in a year characterized by significant non-recurring charges. Excluding the impact of amortization of capitalized costs related to the IPO attributable to the period, net profit would have amounted to approximately €2.1 million . Financial results Cash flow from operating activities was positive at €5.2 million (€6.0 million in 2024), confirming the Group's ability to generate cash on a recurring basis. Investments in intangible assets, amounting to €7.7 million, mainly relate to capitalized costs associated with the listing process. The most significant financial development is the marked improvement in the Net Financial Position , which turned positive at €3.2 million as of December 31, 2025, compared to -€12.7 million as of December 31, 2024. This positive change is primarily attributable to the cash proceeds from capital increases resolved in the context of the listing, amounting to €16.5 million. Key Economic and Financial Indicators Key indicators (€ mln) FY 2025 FY 2024 Change % Consolidated revenue 23.2 21.7 +6.8% of which current perimeter 23.1 21.2 +9.2% EBITDA Adjusted 6.1 5.5 +10.7% EBITDA Adjusted Margin (%) 26.3% 25.4% +0.9 pp EBIT post non-recurring items 2.6 3.1 (15.1%) Net profit 1.6 1.5 +1.2% Net profit, excluding the impact of listing costs for the period 2.1 1.5 +33.7% Net Financial Position 3.2 (12.7) n.m. Cash flow from operating activities 5.2 6.0 (13.7%) SIGNIFICANT EVENTS DURING THE YEAR During 2025, the Group carried out several strategically significant transactions Completion of the implementation of the new ERP system and related management and monitoring interfaces; With effect from February 1, 2025, spin-off of administrative and management services activities to the former subsidiary Vigilo RE S.r.l. (disposed of on July 29, 2025), with the aim of focusing on the core business; Opening to the public of the Castelli di Cannero on June 28, 2025, following a restoration project lasting approximately ten years, with approximately 10,000 visitors during the initial partial season; Change of corporate name to Kaleon S.r.l. (formerly SAG S.r.l.) in July 2025 and subsequent transformation into Kaleon S.p.A. following the extraordinary shareholders' meeting held on October 20, 2025; Paid-in capital increase resolved on October 31, 2025, for a total amount of €16.5 million, through the issuance of 4,125,000 new ordinary shares at a price of €4.00 per share; Admission of the ordinary shares to trading on Euronext Growth Milan (Ticker: KLN) and Euronext Growth Paris (Ticker: ALKLN), with trading commencing on December 1, 2025. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD On February 18, 2026, in order to expand its food & beverage operations on Isola Bella, the Parent Company acquired Lago Alto S.r.l. and took the management - through a business lease agreement - of the "Caffè Lago" bar, assuming the relevant lease for the premises where the business is carried out. OUTLOOK Management expects 2026 to be another positive year, both in terms of tourism flows and from an economic and financial standpoint. The Group will continue to innovate and invest in the sites currently under management and is actively pursuing new cultural and artistic sites to be integrated into its innovative business model, based on the separation between asset ownership and management. In this regard, the Company is engaged in advanced discussions with several counterparties to further expand its portfolio of managed assets. The Group continuously monitors international geopolitical developments - in particular the conflict in the Middle East - and the related potential impacts on the free movement of people, which, to date, do not give rise to particular concerns. ALLOCATION OF NET PROFIT The Board of Directors of Kaleon S.p.A. has proposed to allocate the net profit for the year, amounting to € 1,323,494, as follows: €66,175 to the legal reserve; the remaining amount, equal to €1,257,319, entirely to retained earnings. *** PROPOSAL TO THE SHAREHOLDERS' MEETING TO AUTHORISE THE PURCHASE AND DISPOSAL OF TREASURY SHARES PURSUANT TO ARTICLES 2357 ET SEQ. OF THE ITALIAN CIVIL CODE The Board of Directors of Kaleon has resolved to submit to the approval of the Shareholders' Meeting a proposal to authorise the purchase and disposal of treasury shares. The proposal is aimed at providing the Company with a useful strategic investment opportunity for any purposes permitted under applicable European and national regulations, including the purposes set out in Article 5 of Regulation (EU) No. 596/2014 (Market Abuse Regulation, " MAR ") and its implementing provisions, where applicable, as well as in market practices permitted under Article 13 MAR, including, by way of example and without limitation: (i) supporting the liquidity of the shares; (ii) enabling efficient use of the Company's liquidity from a medium- to long-term investment perspective; (iii) using the shares in transactions related to the Company's ordinary business or in projects consistent with its strategic guidelines; (iv) making treasury shares available for incentive plans; (v) using treasury shares, in line with the Company's strategic objectives, as consideration in potential extraordinary transactions. The authorisation is requested in order to grant the Board of Directors the power to carry out purchases, in one or more tranches, in an amount to be freely determined by the Board, up to a maximum number not exceeding 20% of the Company's share capital. The Board of Directors has resolved to propose to the Shareholders' Meeting that treasury share purchase transactions be carried out on the multilateral trading facilities Euronext Growth Milan and Paris, at a price not lower or higher than 15% of the reference price recorded by the shares in the trading session preceding each individual transaction, in compliance with the trading conditions set out in Article 3(2) of Commission Delegated Regulation (EU) 2016/1052 implementing MAR, and in particular: (i) shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent bid price on the trading venue where the purchase is carried out; (ii) it will not be possible to purchase, on any trading day, a volume of shares exceeding 25% of the average daily trading volume of Kaleon shares over the 20 trading days preceding the purchase dates. It is further specified that purchases may be carried out according to the methods identified from time to time by the Board of Directors, using any method permitted by applicable regulations (Article 144-bis of the Issuers' Regulation), including public tender offers. The authorisation will be granted for a period of 18 months from the date of the Shareholders' Meeting convened to approve the proposal. Within the period of the authorisation, if granted, the Board of Directors may proceed with purchases on one or more occasions and at any time, in amounts and at times freely determined in compliance with applicable regulations, with the degree of graduality deemed appropriate in the Company's interest. With regard to acts of disposal and/or use of treasury shares acquired pursuant to this proposal or otherwise held in the Company's portfolio, such acts may be carried out, within the limits and conditions set by law, pursuant to Article 2357-ter of the Italian Civil Code, at any time and without time limits, in whole or in part, through disposal on the market, in block trades or otherwise off-market, or through the transfer of any real and/or personal rights relating thereto, even prior to having completed the maximum number of treasury shares that may be purchased. For further information regarding the proposal to authorise the purchase and disposal of treasury shares, reference should be made to the Explanatory Report of the Directors to the Ordinary and Extraordinary Shareholders' Meeting, which will be published on the Company's website https://www.kaleon.com , in the Investor Relations/Shareholders' Meetings section, within the time limits required by law. As of today, the Company does not hold any treasury shares. ***