Lindbergh S.p.a.MIL: LDB

Consolidated Financial Statements (Lindbergh investor relation 13 04 2026 rev3 EN)

· Issued by Lindbergh S.p.a.
CONSOLIDATED FINANCIAL STATEMENTS AS AT 31/12/2025

Annual Financial Report 2025

(according to IAS/IFRS)

  1. Board of Directors page 3

  2. Board of Statutory Auditors page 3

  3. Independent Auditing Company page 3

  1. MANAGEMENT REPORT TO THE CONSOLIDATED FINANCIAL STATEMENTS OF THE LINDBERGH GROUP AS AT 31 DECEMBER 2025
    1. Introduction page 4

    2. Letter to the Shareholders page 5

    3. Profile page 9

    4. The Lindbergh Group as at 31 December 2025 page 10

    5. Certifications and authorisations page 11

    6. Significant events during the financial year 2025 page 11

    7. Lindbergh on the Stock Exchange page 12

    8. Treasury Shares page 13

    9. The Lindbergh Group's Economic, Financial and Asset Situation page 13

    10. Key Economic and Financial Data page 14

    11. The numbers in detail page 15

    12. Environmental information page 19

    13. Information on risks and uncertainties to which the Group is exposed page 20

    14. Significant events after the end of the financial year page 21

    15. Business outlook page 22

  2. ATTACHMENTS
    1. Consolidated Financial Statements of the Lindbergh Group as at 31 December 2025 page

      24

    2. Notes to the Consolidated Financial Statements page 29

    3. Independent Auditor's Report page 70

  1. Board of Directors

    The Board of Directors of Lindbergh S.p.a. consists of 7 members elected by the Ordinary Shareholders' Meeting on 29 April 2024 (on the basis of the provisions of the Articles of Association in force at the date of the relevant appointment) and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2026.

    The current composition of the Board of Directors is as follows:

    Office

    First and last name

    Place of birth

    Date of birth

    Chairperson with delegated powers (1)

    Marco Pomè

    Bergamo (BG)

    13 June 1965

    Managing Director (1)

    Michele Corradi

    Parma (PR)

    27 November 1975

    Director

    Andrea Allegrini

    San Giovanni Bianco (BG)

    4 February 1986

    Director

    Monica Ricò

    Parma (PR)

    29 May 1980

    Director

    Matteo Vaccari

    Parma (PR)

    15 December 1983

    Director

    Stefano Pioli

    Salsomaggiore Terme (PR)

    23 December 1964

    Independent director (2)

    Carlo Alberto Carnevale Maffè

    Vigevano (PV)

    9 September 1961

    1. Executive Director.

    2. Director meeting the independence requirements

  2. Board of Statutory Auditors

    The Board of Statutory Auditors of Lindbergh S.p.A. was appointed by the Ordinary Sharehold-ers' Meeting of Lindbergh S.p.A. on 29 April 2024 (on the basis of the provisions of the Articles of Association in force at the date of the relevant appointment) and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026.

    The current composition of the Board of Statutory Auditors is as follows:

    Office

    First and last name

    Place of birth

    Date of birth

    Chairperson

    Pietro Pellegri

    Parma (PR)

    19 February 1974

    Standing auditor

    Filippo Fedi

    Cremona (CR)

    1 July 1975

    Standing auditor

    Francesca Masotti

    Milan (MI)

    21 August 1969

    Alternate Auditor

    Lara Rastelli

    Cremona (CR)

    11 February 1981

    Alternate Auditor

    Massimo Magnani

    Riccione (FO)

    1 February 1971

  3. Independent Auditing Company

BDO Audit Services S.r.l.

The Independent Auditing Company was appointed by the Ordinary Shareholders' Meeting of Lindbergh on 29 April 2024 and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2026. The Independent Auditing Company BDO Italia S.p.A., which was appointed by the Shareholders' Meeting to carry out the statutory audit of these financial statements, has transferred to BDO Audit Services S.r.l., with effect from 1 January 2026, a business unit comprising, among other

things, the engagement to carry out the statutory audit of these financial statements. 3

  1. MANAGEMENT REPORT TO THE CONSOLIDATED FINANCIAL STATEMENTS OF THE LINDBERGH GROUP AS AT 31 December 2025
    1. Introduction

      Dear Shareholders,

      these consolidated financial statements as at 31 December 2025 have been prepared on a voluntary basis for inclusion in the admission document prepared as part of this process. It should be noted, in fact, that the group is not obliged to prepare consolidated financial statements pursuant to Legislative Decree 127/1991.

      In accordance with the Euronext Growth Milan Issuers' Regulation, Part One, Article 19, the Group has exercised its option to prepare its financial statements in accordance with International Financial Reporting Standards (hereinafter also referred to as 'IFRS').

      IFRS are all international accounting standards as issued by the International Accounting Standards Board (IASB) and endorsed by the European Union at the date of approval of these financial statements, as well as all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations Committee (SIC).

      The Consolidated Financial Statements reflect the results of the accounting records regularly kept by the parent company and its subsidiaries, adjusted by the eliminations inherent in the consolidation process. The statement of financial position and results of operations of the Group are presented in a clear, true and fair manner in accordance with the provisions of Legislative Decree 127/91; where necessary, the additional information required by Article 29(3) of the aforementioned decree is also provided.

      Pescarolo ed Uniti (CR), 26 March 2026 The Chairperson of the Board of Directors Marco Pomè

    2. Letter to Shareholders

      Pescarolo ed Uniti (CR) - 12 April 2026 Dear shareholders,

      this year Lindbergh turns 20. In each of these years we thought that the best was yet to come, like in a game where you move the finish line further and further, because in the end you never want to arrive. We certainly enjoyed and enjoyed this trip, in the most complicated moments we stayed together and even with a little healthy lightness and recklessness we came out of it. Here, I like to continue to think that there is no goal, because when there is and you get there, it is effectively over. My reluctance to set medium and long-term goals perhaps comes from this way of thinking. We must "simply" find the most economically and financially efficient, effective and sustainable way to increase the value of every single share in circulation, day after day. This is the goal, it is a continuous motion, there is no number that can make us think we have arrived.

      Last year I talked to you about people and values that form the bedrock of everything we do. We are not here to coldly decide in front of numbers what is best to do or not to do. I reiterate that we are interested in the "how", even before the "what". This year, however, I want to focus my thoughts on those very few fixed points that have guided and us will guide us in all future decisions. The more effectively we communicate these concepts within our organization and translate them into daily choices and actions, the greater the likelihood that our group will grow and gain increasing value. Many of you ask me what the greatest challenge in our development project is: I believe it is precisely this - ensuring that everyone is rowing in the same direction.

      Since the company made the first dimensional leap, around 2012, I began to ask myself the problem of cash flow analysis and reporting. Especially in a period of strong expansion like that, I wanted to understand where the money went, since the income statement was good, but at the end of the month we always struggled with liquidity. Not only did I study, but I built my own cash flow statement, which gave me a complete view of cash flows every month. From there it was a crescendo of actions and decisions aimed at improving that situation. Today, the variable component of our managers' salaries is also linked to indices and parameters that measure cash flow performance. I tried to find effective similarities to understand different concepts, such as that of the "sponge" to represent net working capital. I mention this with a certain degree of satisfaction because it is constantly cited in many circumstances; it means it has truly made inroads. When the sponge is squeezed, it releases water (cash) that quenches our thirst and makes us feel good; when it swells, it absorbs water (cash), and that is not a good sign. I don't recall who I 'stole' this metaphor from, but I will always be grateful to them. I mention this simply to reiterate that investing in corporate culture and people's mindset, when done right, can truly take us a long way.

      Here are our few (but good) fixed points, taken directly from the cash flow statement and analysed according to the development of our business.

      Operating cash

      Well before our decision to go public, I had read a large portion of the bibliography available on Warren Buffett. I have always been intrigued by his methodologies for evaluating companies. I wasn't looking to replicate his successes, of course; I simply wanted to understand which key metrics were decisive for him in company valuation, and naturally, to see if our 'little' Lindbergh had a few good cards to play in that regard. I have refined these reflections even further in recent years, thanks to the invaluable dialogue and support from some of you. I return now to our core objective-that 'continuous motion' I mentioned earlier: working to grow our free cash flow per share. We therefore assume that the number of shares outstanding (denominator) is a parameter that interests us and that we consider in our choices. Then there is the numerator, then the formation of free cash flow. Ever since I was a student, I've always been told that companies fail when they run out of money in the bank, true. It is even more true that, on the contrary, companies grow and prosper when they produce cash from their characteristic operations and then know how to reinvest them profitably. This is the mantra that the whole organization must make its own: when even a technician of ours understands that his work is finished not when a boiler has been repaired, but when the money coming from that repair is in the bank, then we will be really on the right track. From this point of view, especially in HVAC, we must do more, what we are doing is not enough, in some cases we have an inefficient management of trade receivables and warehouse stock. We are working on this with precise objectives and concrete operational actions. This approach is also reflected in the choice of potential target companies for our acquisitions. The focus is primarily on analysing the ability of these companies to generate consistent operating cash flows over time. Recurring revenues and steady margins are an excellent starting point; these tend to be more common in companies that offer assistance and maintenance services rather than those focused on installation. This does not mean that over the next few decades we will exclusively acquire maintenance companies. It simply means that today, given the current context in which we operate, we find these companies to be more attractive. Tomorrow, should the scenario change, we will be proudly inconsistent with our current convictions.

      Cash for investments

      Setting aside investments related to extraordinary transactions, I do not believe that a service group like ours should sustain significant annual cash outflows for this line item in the cash flow statement. We must work to reduce recurring capex (software above all), over the years, we have managed them quite poorly. We could have spent much less and obtained better results, we consider them accidents along the way, but now we must learn from the mistakes made and act accordingly. We have purchased two properties: they will remain isolated cases. There is no intention to start committing resources to real estate investments. In one case, having purchased an authorized waste management plant, we could not leave the property in the hands of third parties, as the authorization is inextricably linked to the property. In the other case, within the negotiation for the Alpiclima company, we decided to also proceed with the purchase of the property to close it more easily, to avoid the operating costs of the rent and above all to obtain the disbursement of a long-term mortgage that fully financed the cash paid at closing. In HVAC subsidiaries, no investments are necessary and we are not looking for capital intensive companies.

      Cash from financial assets

      We have a good balance between NFP and EBITDA, this can allow us, if we deem it necessary, to further push on financial leverage, considering that pure bank debt (bank debts net of available cash) is 500,000 Euros. Another aspect that I believe is crucial for constant and sustainable growth through external lines is the possibility of obtaining vendor loans for an average of 3 or 4 years. I have always maintained that purchase multiples are important, but even more important is to negotiate and obtain payment deferrals that allow annual coverage of debts with the generation of new operating cash of the acquired companies.

      Treasury shares

      We have a small "treasury" of treasury shares, about 2.5% of the capital. The temptation to offer part of these shares as a counterpart for the purchase of companies sometimes returns. In these cases, the common and human mistake that tends to be made is to focus on the purchase price and therefore, in good market moments, consider that it is a great deal to sell them to the seller. This means looking at the past rather than the future. Wondering how much this treasure can grow over time is the question we must first ask ourselves. This does not mean excluding payment through shares a priori, which could instead be interesting and convenient for those sellers who remain in the company and can significantly contribute to the success of our project in the medium/long term. Regarding buybacks, we will always be ready to evaluate the benefits according to market conditions and other alternative investment opportunities.

      Compensations, bonuses, dividends

      I close my reflections by touching on these topics, which in many circumstances and legitimately come up during meetings with some of you. We start from the premise that for those of us who founded and built this company year after year, there remains a firm commitment to maintaining direct control over our business trajectory, free from any external constraints. As I always say, our quality of life is inextricably linked to this vision and this approach. Over the years we have always kept our compensation in line with what we could afford and, even if today we could afford more, we continue to be convinced that the biggest bonus we can obtain is the increase in the value of our group and therefore of our shares. This is the most efficient reward remuneration mechanism, I don't know of any better. The reward for us is the return on our capital, which is expressed in the form of a dividend and/or the capital gain of the share and never penalizes the income statement. I do not exclude a priori the possibility of paying dividends, but with the path of growth and development that we have undertaken, I would consider it wrong to commit resources for this purpose at this stage in the face of investment opportunities that, in my opinion, can guarantee us significant growth in value over time.

      Rereading myself, this year I left out the reflections on business, which you can still find in relation. It was not a deliberate choice, probably the need to focus on certain concepts also reflects the metamorphosis of my role in the company.

      On June 13th, we will gather to celebrate our 20th anniversary in a truly magnificent and unique setting: the Violin Museum in Cremona, the city that has adopted us. Unlike the bonuses and the lavish compensation we chose not to take, this event will take a small toll on the income statement. Please be understanding - it only happens once every twenty years, much like a Jubilee.

      I want to greet you this year with a phrase by one of my favourite authors, Nassim Nicholas Taleb from his book "Antifragile".

      "Anyone who makes predictions will be fragile with respect to forecast errors"

      Thank you!

      Michele

      Michele Corradi - (CEO & co-founder of Lindbergh S.p.a.)
    3. Profile

      The Lindbergh Group operates in Italy. It offers unique, value-added logistics services to customers in a variety of industries through networks of technical assistance and 'field operations management'. The services offered are aimed at increasing the productivity of technicians. In addition, the Group operates two other business units: its Waste Management/Circular Economy services manage the entire flow of industrial waste and act as a single point of contact for large customers with special needs and requirements relating to waste disposal and recovery. In 2023, the Group set up a full-fledged Circular Economy service, where the waste produced by customers is isolated, sorted and processed. Finally, each waste material (leather, rubber, plastics, etc.) is sent for true recovery at centres specialised in these processes and in obtaining secondary raw material. The third business unit, launched in 2023, operates in the HVAC (heating, ventilation and air-conditioning) sector. Through its subsidiary SMIT, the Group aims to become the leading player in Italy in servicing and installing HVAC equipment. Through the acquisition of Technical Assistance Centres throughout Italy, SMIT is acting as an aggregator in a market that is extremely fragmentary. The optimisation of structural costs, combined with the provision of logistics services that Lindbergh has always offered its customers, will from now on be the objectives for process standardisation and cost rationalisation. In addition, the combination of all the different competences will yield benefits in terms of business and sales of services.

      Lindbergh was founded in 2006 on the initiative of Marco Pomè (Chairman of the Board of Directors) and Michele Corradi (Managing Director) - both with long careers in the field of industrial logistics - as a company focused on the provision of structured and 'tailor-made' services in the field of micro-collection of special waste, which has now evolved into a broader activity of coordination and organisation of resources and assets aimed at providing a wide range of integrated services mainly addressed to field service engineers.

      Also thanks to the adoption of an extremely flexible, fast, and above all calibrated operating model focused on field service engineers and their needs (the 'field engineer-centric' model), the use of technological tools (such as software, mobile applications, tracking and geolocation systems), the Group is able to offer highly innovative solutions, not available on the market, aimed at replacing the customer in carrying out support activities that are non-core and unprofitable for the customer with respect to its core business, all while complying with policies to reduce energy consumption and carbon dioxide (CO2) emissions and observing contractually agreed service levels.

    4. The Lindbergh Group as at 31 December 2025

      Lindbergh Spa

      (79%)

      Lindbergh France Sas

      (100%)

      Smit Srl (HVAC)

      (100%)

      Gatti Ermanno Srl (MC) + 2

      RCR Srl (VR)

      (100%)

      (88%)

      Idro Calor Srl (PR) + 1

      ITR Srl (RM)

      (100%)

      (100%)

      EPS Srl (LC)

      Eco Manutenzioni Srl (RM)

      (100%)

      (100%)

      Vergottini Srl (SO)

      Termotecnica Monzese Srl (MB)

      (100%)

      (100%)

      Alpiclima Srl (CN)

      1- Alfatermica Srl (PR): business unit transferred to and integrated into Idrocalor as of April 2025 2 - Salvucci Srl (MC): company merged into Gatti Ermanno from January 2026

      Alpiclima Srl: consolidated only in the Balance Sheet, not in the Income Statement (acquisition completed on 27 November 2025)
    5. Certifications and authorisations

      The operational parent company Lindbergh S.p.a. possesses all the necessary authorisations to run the three Business Lines, which represent an important barrier to entry into the relevant sectors, as well as quality certifications issued by accredited bodies.

      In particular, the Company:

      • is registered in the Road Haulage Register maintained by the Ministry of Infrastructure and Sustainable Mobility;

      • is registered in the National Register of Environmental Managers held by the Ministry of Ecological Transition as an authorised entity (i) for the collection and transport of special non-hazardous waste,

        (ii) for the collection and transport of hazardous waste, and (iii) for the intermediation and trade of waste without holding;

      • is authorised by local authorities (Provinces and Metropolitan Cities) to store special waste (in the local units of Opera (MI), Calderara di Reno (BO), Vigonza (PD), Fiano Romano (RM);

      • is certified according to UNI EN ISO 9001:2015 ('Quality Management Systems');

      • is certified according to UNI EN ISO 14001:2015 ('Environmental Management Systems');

      • is certified according to UNI ISO 45001:2018 ('Occupational health and safety management systems');

      • is certified according to UNI EN ISO 27001:2018 ('Information Security Management Sys-tems').

    6. Significant events during the financial year 2025

      On 7 January 2025, the company announced that it had signed, through its subsidiary Idro Calor Srl, a preliminary agreement for the acquisition of the business unit of Alfatermica Srl of Parma (HVAC).

      On 9 January 2025, the company announced the composition of its new fully subscribed and paid-up share capital, following the allocation of 1,243,485 newly issued Lindbergh ordinary shares, resulting from the exercise of 2,486,970 warrants during the third and final exercise period, from 5 December 2024 to 20 December 2024.

      On 28 January 2025, the company announced the closing of the acquisition transaction, through its subsidiary SMIT Srl, of ITR Srl and Eco Manutenzioni Impianti Srl of Rome.

      On 29 April 2025, the Ordinary Shareholders' Meeting approved the Financial Statements as at 31 December 2024.

      On 30 April 2025, the company announced the closing of the acquisition of the Alfatermica Srl business unit, finalised by its subsidiary Idrocalor Srl of Parma.

      On 2 July 2025, the company announced that it had acquired three new major customers in the Network Management BU, including Aprolis Italia (with a potential of around 100 maintenance technicians) and Schneider Electric for the integrated management of the logistics of specialised tools for technicians in the field.

      On 7 July 2025, the company announced that it had signed, through its subsidiary SMIT Srl, a preliminary agreement for the acquisition of Termotecnica Monzese Srl of Monza (HVAC). The closing of the transaction took place on 3 September 2025.

      On 29 September 2025, the company announced that it had signed, through its subsidiary Gatti Ermanno Srl based in Macerata, a preliminary agreement for the acquisition of Salvucci Maurizio e C. Snc (HVAC). The closing of the transaction took place on 15 October 2025.

      On 6 October 2025, the company announced that it had signed, through its subsidiary Smit Srl, a preliminary agreement for the acquisition of Alpiclima Srl of Cuneo (HVAC). The closing of the transaction took place on 27 November 2025.

      On 13 November 2025, the company announced that it had acquired the business unit of SDS Service Srl within the Waste Management/Circular Economy BU.

    7. Lindbergh on the Stock Exchange

      Admission to trading took place following the placement, at an offer price of EUR 1.70 per share, of a total of 2,675,000 ordinary shares, of which 2,499,000 shares as part of a capital increase and 176,000 shares placed as part of the exercise of the over-allotment option on sale granted by the shareholders Pibes S.r.l., Pinvest S.r.l., Livingston S.r.l. to Integrae SIM S.p.A., as Global Coordinator.

      The total value of the funding raised through the placement is EUR 4,547,500, of which EUR 4,248,300 from the capital increase and EUR 299,200 deriving from the exercise of the over-al-lotment option on sale granted by the shareholders Pibes S.r.l., Pinvest S.r.l., Livingston S.r.l.

      The free float of the Company post-listing is 29.74% of the share capital. Based on the offer price, the expected post-money market capitalisation was EUR 14,448,300.

      In addition, as part of the listing transaction, 2,528,000 "Lindbergh Warrants 2021- 2024" were issued, allocated free of charge, based on the ratio of 1 Warrant for every 1 Share, for every ordinary share to all those who subscribed ordinary shares as part of the Offer or who purchased them as part of the exercise of the over-allotment option.

      On 20 December 2024, the Company announced that, during the third and final exercise period of the "Lindbergh Warrants 2021-2024", a total of 2,486,970 Warrants were exercised. As a result, 1,243,485 new Lindbergh ordinary shares were subscribed at a price of EUR 2.21 per share, based on the ratio of 1 bonus share for every 2 Warrants exercised. The newly issued shares, with no indication of nominal value, carry regular dividend rights and have the same characteristics as the Lindbergh ordinary shares already in circulation at the time of issue. The total value of the capital increase amounts to EUR 2,748,101.85.

      The share capital of Lindbergh S.p.A., after the capital increase, consists of a total of 9,742,485 ordinary shares with no par value. The following identification codes have been assigned:

      • Shares (Alphanumeric Code: LDB - ISIN Code: IT0005469272)

      The free float as at 31 December 2025 is 45.79% of the share capital.

    8. Treasury shares

      As at 31 December 2025, the company held 242,865 treasury shares, equal to approx. 2.49% of the share capital.

    9. Lindbergh Group's economic, financial and asset situation Alternative Performance Indicators

      In accordance with the ESMA recommendation on alternative performance indicators (ESMA/2015/1415), the following table highlights the main alternative performance indicators used to monitor the Group's economic and financial performance.

      EBITDA - is a non-GAAP measure used by the Group to measure its performance. EBITDA is calculated as the algebraic sum of the profit for the period before taxes, income (including foreign exchange gains and losses), financial expenses and depreciation, amortisation and write-downs. Please note that EBITDA is not identified as an accounting measure under the IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Company may not be homogeneous with that adopted by other groups and, therefore, the balance obtained by the Company may not be comparable with that determined by the latter. EBIT - is a non-GAAP measure used by the Group to measure its performance. EBIT is calculated as the algebraic sum of the profit for the period before tax, financial income (including foreign exchange gains and losses), and financial expenses. Please note that EBIT is not identified as an accounting measure under the IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Company may not be homogeneous with that adopted by other groups and, therefore, the balance obtained by the Company may not be comparable with that determined by the latter. Net result - is a non-GAAP measure used by the Group to measure its performance. Net profit is calculated as the profit for the period before related costs and tax effects. Net Financial Debt - is a good indicator of the Group's financial structure. It is determined as the result of current and non-current financial liabilities less cash and cash equivalents and current financial assets.
    10. Key Economic and Financial Data

      The following table summarises the Group's results for the financial year 2025 compared to the financial year 2024 in terms of revenue, EBITDA, EBIT, EBT and net profit.

      Consolidated Income Statement as at 31 December 2025
    11. The numbers in detail

      In this section, we will present a series of detailed tables illustrating the performance of the

      31/12/2025

      31/12/2024

      Var.

      Var. %

      Revenues from sales and services

      32,357,718

      23,543,952

      8,813,766

      37%

      of which Network/Warehouse Management BU

      12,471,049

      11,789,618

      681,431

      6%

      of which Waste/Circular Economy BU

      4,810,634

      3,763,587

      1,047,047

      28%

      of which HVAC

      15,076,035

      7,990,747

      7,085,288

      89%

      Other revenues and income

      468,605

      587,681

      (119,077)

      -20%

      Total Revenues

      32,826,323

      24,131,633

      8,694,689

      36%

      Purchase of materials and processing

      (7,350,334)

      (4,846,144)

      (2,504,190)

      52%

      Provision of services

      (8,589,025)

      (7,275,175)

      (1,313,850)

      18%

      Changes in inventories

      314,663

      244,580

      70,083

      29%

      Labour costs

      (10,054,817)

      (7,136,287)

      (2,918,530)

      41%

      Other operating costs

      (929,362)

      (788,096)

      (141,266)

      18%

      Total operating costs

      (26,608,875)

      (19,801,122)

      (6,807,753)

      34%

      Gross operating margin (EBITDA)

      6,217,448

      4,330,512

      1,886,936

      44%

      EBITDA margin

      18.9%

      17.9%

      Amortisation of intangible fixed assets

      (384,253)

      (315,836)

      (68,417)

      22%

      Depreciation of tangible fixed assets

      (635,812)

      (617,097)

      (18,715)

      3%

      Amortisation of rights of use (IFRS16)

      (1,311,081)

      (1,033,554)

      (277,527)

      27%

      Revaluations/write-downs

      (1,500)

      (8,856)

      7,356

      -83%

      Operating profit (EBIT)

      3,884,802

      2,355,169

      1,529,633

      65%

      EBIT margin

      11.8%

      9.7%

      Financial income

      247

      17,959

      (17,712)

      -99%

      Financial expenses

      (355,453)

      (246,005)

      (109,447)

      44%

      Profit/(loss) before tax (EBT)

      3,529,596

      2,127,122

      1,402,474

      66%

      Income taxes for the year

      (918,156)

      (511,823)

      (406,333)

      79%

      Net result

      2,611,440

      1,615,299

      996,141

      62%

      Net Profit Margin

      7.9%

      6.7%

      Net result of ASSETS SOLD

      0

      (1,598,272)

      1,598,272

      n/a

      Result for the year

      2,611,440

      17,027

      2,594,413

      n/a

      Group result for the year

      2,578,201

      327,776

      2,250,425

      n/a

      Operating profit pertaining to minority interests

      33,239

      (310,749)

      343,988

      n/a

      business, with the aim of providing as much information as possible for all the Group's stakeholders.

      EBITDA by Group company (IAS - International Accounting Standards)

      Figures in millions of euro

      2025

      2024

      % change

      Lindbergh Spa

      3.62

      3.08

      17.5%

      EBITDA Margin % - Lindbergh Spa

      20.6%

      19.2%

      Smit Group (HVAC)

      2.59

      1.25

      +107%

      EbitDa Margin % - Smit Group (HVAC)

      16.9%

      15.4%

      Total EBITDA

      6.21

      4.33

      +44%

      EbitDa Margin % - Total Group

      18.9%

      17.9%

      Sales revenues and gross margin by Business Unit

      Figures in millions of euro

      2025

      2024

      % change

      Network + Warehouse Management (core business)

      12.47

      11.79

      +5.7%

      Gross margin % - Network + Warehouse Management

      30%

      30%

      Waste/Circular Economy

      4.81

      3.76

      +27.9%

      Gross margin % - Waste/Circular Economy

      38.9%

      42%

      HVAC

      15.07

      7.99

      +88.6%

      Gross margin % - HVAC

      38.5%

      34.8%

      Total revenues from services

      32.35

      23.54

      +37.4%

      Gross margin % - total

      35.2%

      33.5%

      The gross margin is an internal calculation carried out by the management control team. It is obtained by deducting the direct operating costs of each Business Unit from the revenues-such as operational personnel (drivers, warehouse staff, technicians), and other operating expenses (fuel, tolls, maintenance, third-party services, etc.). Overhead costs-including administrative staff-are not included in the gross margin calculation; they are deducted after the gross margin and before EBITDA.

      Network Management Business Unit: The unit returned to organic growth (+5.7%) compared to the stagnation observed in 2024. Margins were in line with prior year, despite the wage increases resulting from the renewal of collective bargaining agreements. On the commercial side, significant and promising partnerships have been initiated, notably with Schneider Electric and a couple of major players in the forklift industry. We will undoubtedly see increasing revenues from these customers during 2026. The top three customers in terms of revenue for this BU are up by 6.6% compared to 2024. Revenues per technician - Italy (Network Management BU, excl. Warehouse Mng)

      2025

      2024

      % change

      No. of Technicians (annual average)

      2,491

      2,316

      + 7.5%

      Annual revenue per technician (transport services)

      € 2,569

      € 2,623

      - 2%

      Annual revenue per technician (other services)

      € 1,517

      € 1,534

      - 1%

      Total annual revenue per technician

      € 4,086

      € 4,157

      - 1.7%

      Waste/Circular Economy Business Unit: The BU continued to deliver organic growth of over 25% compared to the previous year, further supported by the December revenue contribution from the business unit (SDS Service) acquired at the end of November 2025. Excellent overall growth performance of 27.9%, with a slight decrease in gross margin (from 42% in 2024 to 38.9% in 2025), primarily due to the following factors:
      • Adjustment of CircularItalie's tariffs to enable faster and more cost-effective project implementation;

      • Different service mix: in 2025, scrapping services (forklifts, batteries, other materials) grew by more than 100% (from approximately 500,000 to over 1 million). These services typically have a lower margin than traditional waste collection and disposal services and therefore had a negative impact (in percentage terms) on the BU's gross margin;

      • Reallocation of certain direct costs of the BU: this accounted for approximately 1%. Certain costs that were allocated to central overhead until 2024 (purchases of specific materials and equipment, costs for dedicated IT services) have now been identified and charged to this BU.

        The outlook for 2026 is one of growth, primarily driven by the consolidation of the services and activities of the SDS Service business unit. Scrapping services, which experienced strong growth in 2025, are expected to contract in response to changes in the operational needs of certain customers. However, there are tangible opportunities to establish new partnerships with a couple of major industrial groups, with which we are currently engaging to define the technical and commercial framework of the services.

        HVAC Business Unit: The consolidation of the companies acquired during 2024 and 2025 increased revenues to approximately EUR 15 million, representing an 89% increase compared to 2024. Alpiclima, a company based in Mondovì (CN) acquired at the end of November 2025, has not been consolidated in the Group's Income Statement, but only in the balance sheet and net financial position (NFP). The SMIT Group's EBITDA margin was 16.9%, up from 15.4% in 2024. This growth is mainly attributable to the consolidation in 2025 of the Rome-based companies ITR and Eco Manutenzioni, and, to a certain extent, Termotecnica Monzese, which have higher margins than the average margins of the companies previously consolidated. In addition, several companies acquired in 2023 and 2024 delivered strong margin performance as a result of cost efficiency measures and the streamlining of procurement. The performance of the EBITDA margin will always be influenced by the target companies as they are progressively consolidated, with incoming companies potentially exhibiting below-average or above-average margins. Investment decisions will not be based solely on this metric.

        The table below provides details of the M&A transactions in the HVAC industry completed in 2025 (excluding ITR and Eco Manutenzioni di Roma, as the relevant data were already reported in the 2024 financial report).

        Alfatermica

        Termotecnica M.

        Salvucci

        Alpiclima

        % Ownership

        100%

        100%

        100%

        100%

        Historical EBITDA

        € 95,000

        € 215,000

        € 160,000

        € 800,000

        Net Financial Position - debt

        /(cash positive)

        € 10,000

        (€ 80,000)

        € (60,000)

        € (315,000)

        Enterprise Value - EV

        € 270,000

        € 1,000,000

        € 460,000

        € 3,715,000

        EV/EBITDA

        2.8

        4.6

        2.8

        4.6

        Cash in the company at closing

        -

        € 515,000

        € 60,000

        € 700,000

        Valuations therefore remained at 2024 levels, with higher values for negotiations involving more established companies. In both the Alfatermica and Salvucci transactions, the acquisitions were completed by SMIT Group companies already operating in those areas (Idrocalor in Parma and Gatti Ermanno in Macerata) and consequently directly incorporated. These types of transactions are part of our 'phased geographic expansion' strategy, which involves expanding our scope of operations and/or our customer base locally by acquiring technicians and market share in provincial markets. Such transactions are less costly, less risky and relatively quick to implement, especially in the post-acquisition integration phase. The ongoing search for these opportunities in regions where we are already operating is a key focus of our development strategy.

        The table below shows the (historical and projected) cash flow as at 31 March 2026 for the acquisition transactions completed by the SMIT Group over the period 2023/2025. Cash out (1) shows the exact amount of payments made and planned (vendor loans). Cash in (2) shows the amount of money actually withdrawn from subsidiaries in the form of dividends or cash pooling.

        2023

        2024

        2025

        2026

        2027

        2028

        2029

        1. Cash out

        € -276,400

        € -2,783,073

        € -6,373,671

        € -2,731,250

        € -1,281,500

        -1,214,000

        € -1,095,000

        2. Cash in (from subsidiaries)

        € 3,525,417

        € 819,900

        Cash flow

        € -276,400

        € -2,789,073

        € -2,848,254

        € -1,911,350

        € -1,281,500

        € -1,214,000

        € -1,095,000

        As at 31 December 2025, the cash and cash equivalents of the SMIT Group companies amounted to EUR 2.4 million.

        Net Financial Position and Cash Flow

        The following tables analyse the trend in net financial position (NFP) and cash flow at group level.

        NFP vs EBITDA of the Group (IAS - International Accounting Standards)

        2025

        2024

        NFP

        8,636

        3,421

        +152%

        EBITDA

        6,217

        4,330

        +44%

        NFP/EBITDA

        1.39

        0.79

        Net bank debt - debt/(cash positive)

        532

        (518)

        In absolute terms, net debt has increased significantly compared to 31/12/2024, due to a number of factors:

      • In December 2024, more than EUR 2.7 million was received from the conversion of warrants, resulting in a substantial improvement in available cash as a result of an extraordinary capital increase transaction (approved at the same time as the IPO at the end of 2021). Excluding this amount, the NFP as at 31/12/2024 would have stood at approximately EUR 6.1 million;

      • Indebtedness takes into account all (non-current) vendor loans arising from acquisition transactions and all payables arising from leasing and rental agreements. In particular, the consolidation of Alpiclima's balance sheet resulted in a net debt position of approximately EUR 2 million (the difference between non-current vendor loans and available cash), but did not generate any EBITDA (as the P&L contribution was not consolidated due to the transaction closing in December 2025). As a result of this consolidation, net debt increased, with no corresponding contribution from operating profit in the income statement.

      However, pure bank debt (bank borrowings - cash and cash equivalents) remained very low at EUR 532 thousand. The table below shows the maturity profile of outstanding bank borrowings.

      Figures in thousands of euro

      2026

      2027

      2028

      2029

      2030

      Annual repayment

      1,721

      1,405

      1,344

      353

      234

      However, the overall assessment of the NFP is positive, with the NFP/EBITDA ratio remaining well below 2, thereby leaving room for increased utilisation of financial leverage if necessary.

      Analysis of cash flows and recurring investments (maintenance CAPEX)

      After changes in net working capital, operating cash flow significantly improved compared to 2024. The implementation of dedicated factoring facilities (for Lindbergh Spa), at rates broadly in line with those of short-term receivables, facilitated the early collection of payments one or, in this case, two months ahead of the contractual maturity terms agreed with customers. Group companies, especially those with a greater focus on maintenance activities, also performed well in terms of cash conversion.

      The issue of 'recurring' investments is a highly important factor in understanding cash flow generation dynamics. In accordance with international accounting standards, no lease or rent payments are included in operating cash flow. The table below shows, for the first time, a reclassification of operating cash flow that takes into account both the payments made for leases and rentals and recurring investments (maintenance CAPEX). Within this reclassification, 70% of software investments were considered to be recurring. In this regard, we are taking targeted action to reduce the absolute value of this type of investment, which we consider to be too high for a service company like ours. The remaining investments are aimed at business development (and are therefore non-recurring in nature).

      Free cash flow per share

      Figures in thousands of euro

      2025

      Operating cash flow before changes in NWC

      6,298

      Cash flow from changes in NWC

      55

      Cash flow from interest paid

      (305)

      Cash flow from income taxes paid

      (602)

      Cash flow from other payments

      (293)

      Cash flow from leasing/rental

      (1,325)

      Cash flow from recurring CAPEX (maintenance CAPEX)

      (263)

      Free cash flow

      3,565

      No. of shares

      9,742,485

      Free cash flow per share

      € 0.365

    12. Environmental information

      The Italian Civil Code requires the analysis of the company's situation and performance, in addition to being consistent with the size and complexity of the company's business, to also contain 'to the extent necessary for an understanding of the company's situation, performance and operating result, financial and, where appropriate, non-financial performance indicators relevant to the company's specific business, including information relating to the environment and personnel' (Art. 2428, par.2).

      As can be seen from the rule above, the Italian Civil Code requires directors to assess whether or not additional information on the environment can contribute to an understanding of the company's situation.

      Specifically, the company carries out the activity of managing waste, including special, hazardous and non-hazardous waste, but this management is limited exclusively to placement

      in reserve, collection and storage at its warehouses without any type of waste treatment. This waste is then consigned to parties (whose professional requirements the company verifies) who collect, process and dispose of it.

      The Board of Directors, in light of the foregoing, believes that the information in question can be omitted as it is not, at this time, significant and, therefore, will not contribute to an understanding of the Company's situation and operating result. This information will be disclosed whenever there are concrete, tangible and significant environmental impacts, such as to generate potential financial and income consequences for the company.

      It should be noted that Group companies do not have any pending lawsuits, nor have they been convicted or definitively found guilty for damage caused to the environment. No penalties or fines were imposed for administrative violations, offences or environmental damage.

    13. Information on risks and uncertainties to which the Group is exposed Risks arising from the general context and the war

      The Lindbergh Group's economic, asset and financial situation is potentially affected by the various factors that make up the national and international macroeconomic picture, including the increase or decrease in GDP, the level of consumer and business confidence.

      The ongoing Russia-Ukraine war, continued tensions in the Middle East, and tariff policies have all contributed to global instability. It is believed that if there is no speedy resolution of this conflict, it will continue to create geopolitical instability in terms of an increase/fluctuation in the prices of certain raw materials and the difficulty of procuring them, inflation, lack of stability of energy costs and problems in Italy's economic relations with Russia and neighbouring countries.

      For the HVAC Business Unit, the impact is expected to be very limited, as the reference market is Italian and relatively closed. For the Group's traditional BUs, a potential recession could affect managed volumes. However, as we serve after-sales technicians-a counter-cyclical market by nature-no significant negative impact is currently anticipated.

      Risks associated with acquisition transactions

      External growth exposes the company to the risk of potential liabilities inherent in the investment object. In relation to the acquisition transaction completed in 2025 it is reported that the company acted in accordance with the applicable legal provisions and did not receive any objections from authorities, entities, counterparties or other third parties, including only threatened.

      Risks related to compliance with environmental and safety regulations

      In carrying out its activities, the Lindbergh Group is subject, among other things, to current legislation and regulations on environmental protection and safety in the workplace. If it were unable to comply with the aforementioned regulations, the Group would be exposed to a

      sanction risk as well as a risk of loss of current and future customers and deterioration of its economic, capital and financial results, as well as reputational risks.

      The Lindbergh Group is subject to laws and regulations on environmental protection and safety in the workplace, especially in relation to the activities of transport, storage, warehousing and management of goods (including special and/or hazardous waste), even if such activities are entrusted to third party suppliers (e.g., carriers or contractors) where the existing legislation provides for joint and several liability of the commissioning party.

      The Group operates in full compliance with environmental and occupational health and safety regulations, and there are no serious non-compliance situations. However, it is not possible to rule out violations being committed (also by third parties) or that the system of prevention and protection and management delegations in safety matters is inadequate, which could lead to the application of significant administrative sanctions, of a monetary or prohibitory nature, against the Group, or of a criminal nature against corporate officers and top management figures.

      The occurrence of such circumstances could have an adverse effect on the Group's business and its financial, economic and asset situation.

    14. Significant events occurring after the end of the financial year

      On 26 February 2026, the Company announced a substantial change in its ownership structure. American fund Abdiel Capital has become a new significant shareholder, acquiring a 5.05% stake in Lindbergh Spa's share capital.

    15. Business outlook

      The first quarter of 2026 records the following trends:

      Network/Warehouse Management BU: In the first few months of 2026, we are seeing a positive trend in volumes, driven both by the organic growth of our long-standing customers and the activation of new services for some of them, and by the implementation of some services for a couple of new customers with significant potential. On the cost side, we are seeking to streamline expenditure on the development and maintenance of software systems. The current energy crisis resulting from the conflict in Iran is having a significant impact on fuel costs, which are however recovered on a monthly basis through automatic contractual rate adjustments. In terms of revenue, as previously mentioned, growth will be affected by the decrease in inbound transport turnover due to the strategic decision of one of our major customers, which has relocated its central spare parts warehouse to Italy as of April 2026. Consequently, a significant portion of the revenue from shuttle services from Germany will be lost. However, as these services are purchased from third-party suppliers, we will also see a consequent and immediate reduction in costs. Therefore, the resulting impact on margins is expected to be minimal. Waste Management BU: Throughout 2026, we are seeing a strong growth trend, driven primarily by the consolidation of the SDS Service business acquired at the end of 2025. Traditional waste collection and disposal services remain in line with the previous year, with the exception of scrapping services, which experienced an unexpected boom in 2025 and are returning to historical levels in 2026. Revenue from the CircularItalie project is in line with the previous year, with a reduction in margins due to a new pricing structure designed to encourage greater customer uptake of the project. There are good prospects for initiating partnerships with major customers already served by the Network Management BU. HVAC BU: The consolidation of the acquired companies is progressing apace, particularly Alpiclima and Termotecnica Monzese, which joined the Group at the end of 2025. To date, all companies are operating on the same ERP system, and a number of Group services aimed at streamlining procurement and reducing inventory are gradually being implemented. The system for sharing peripheral stock is already operational: anyone can order a spare part, a machine or a piece of equipment by simply checking whether it is available from a Group company. External growth will continue, supported by ongoing market opportunities and the Group's increasing footprint across the territory..
  2. Attachments
    1. Lindbergh Group Consolidated Financial Statements as at 31 December 2025 Consolidated Balance Sheet

      Consolidated Balance Sheet

      Notes

      31.12.2025

      31.12.2024

      Property, plant and equipment

      1

      3,829,240

      2,625,684

      Rights of Use

      2

      4,240,256

      3,133,055

      Goodwill

      3

      11,558,788

      4,173,475

      Intangible assets

      4

      1,479,562

      1,457,153

      Fixed assets

      21,107,846

      11,389,367

      Non-current financial assets

      5

      18,422

      3,073

      Other non-current financial assets

      5

      58,941

      58,793

      Other non-current assets

      6

      68,592

      72,973

      Deferred tax assets

      7

      0

      0

      Non-current assets

      145,955

      134,839

      Inventories

      8

      2,622,482

      1,363,794

      Trade receivables

      9

      8,249,173

      8,476,189

      Current financial assets

      10

      7,184

      249,443

      Current tax assets

      11

      1,788,692

      1,196,392

      Other current assets

      11

      913,714

      1,624,392

      Accrued income and prepaid expenses

      11

      899,179

      398,618

      Cash and cash equivalents

      12

      4,929,394

      5,038,386

      Current assets

      19,409,818

      18,346,881

      Assets

      40,663,619

      29,871,087

      Share capital

      13

      323,502

      323,502

      Legal reserve

      13

      64,700

      56,493

      Other reserves

      13

      6,330,915

      8,617,782

      OCI reserve

      13

      47,854

      22,656

      FTA RESERVE

      13

      (55,178)

      (55,178)

      Retained earnings/accumulated losses

      13

      1,452,047

      (719,098)

      Result for the period

      13

      2,578,201

      327,776

      Group shareholders' equity

      10,742,041

      8,573,933

      Result for the period pertaining to minority interests

      13

      33,239

      (310,749)

      Shareholders' equity pertaining to minority interests

      13

      (189,544)

      57,028

      Shareholders' equity

      13

      10,585,736

      8,320,212

      Provisions for risks and charges

      14

      2,449

      2,449

      Deferred taxes

      15

      28,456

      6,684

      Post-employment benefits

      16

      2,649,395

      1,547,247

      Payables for non-current rights of use

      17

      2,994,801

      2,018,663

      Non-current financial liabilities

      18

      3,665,535

      3,161,146

      Other non-financial liabilities

      19

      3,698,500

      895,250

      Non-current liabilities

      13,039,136

      7,631,439

      Payables for current rights of use

      17

      1,410,581

      1,029,445

      Current financial liabilities

      18

      1,803,447

      1,607,799

      Trade payables

      20

      6,044,514

      6,282,928

      Current tax liabilities

      21

      1,359,278

      1,126,203

      Other payables

      22

      5,375,448

      3,320,357

      Accrued expenses and deferred income

      22

      1,045,479

      555,704

      Current liabilities

      17,038,747

      13,919,436

      Shareholders' Equity and Liabilities

      40,663,619

      29,871,087

      Consolidated Income Statement

      Consolidated Income Statement

      Notes

      31.12.2025

      31.12.2024*

      Revenues from sales and services

      23

      32,357,718

      23,543,952

      Other revenues and income

      24

      468,605

      587,682

      Total Revenues

      32,826,323

      24,131,634

      Purchase of materials

      25

      (7,350,334)

      (4,846,144)

      Provision of services

      26

      (8,589,025)

      (7,275,175)

      Changes in inventories

      314,663

      244,580

      Labour costs

      27

      (10,054,817)

      (7,136,287)

      Other operating costs

      28

      (929,362)

      (788,096)

      Total Operating Costs

      (26,608,875)

      (19,801,122)

      Gross operating margin (EBITDA)

      6,217,448

      4,330,512

      Amortisation of intangible assets

      29

      (384,253)

      (315,836)

      Amortisation of rights of use (IFRS 16)

      29

      (1,311,081)

      (1,033,554)

      Depreciation of property, plant and equipment

      29

      (635,812)

      (617,097)

      Revaluations/write-downs

      29

      (1,500)

      (8,856)

      Operating profit (EBIT)

      3,884,802

      2,355,169

      Financial income

      30

      247

      17,959

      Financial expenses

      30

      (355,453)

      (246,006)

      Profit/(loss) before tax

      3,529,596

      2,127,122

      Income taxes for the year

      (918,156)

      (511,823)

      Operating result from continuing operations

      2,611,440

      1,615,299

      Profit/(loss) for the year from discontinued operations

      0

      (1,598,272)

      Result for the year

      2,611,440

      17,027

      of which, result for the year attributable to the Group

      2,578,201

      327,776

      of which, result for the year attributable to minority interests

      33,239

      (310,749)

      *Data presented in accordance with IFRS 5

      Statement of Comprehensive Income

      Euro

      Notes

      31.12.2025

      31.12.2024

      Profit (loss) for the year

      2,611,440

      17,027

      Components that cannot be reclassified to the Income Statement

      Actuarial gains (losses) on employee benefit provisions

      17

      34,079

      (40,845)

      Tax effect on other comprehensive income that can be reclassified to the income statement

      (8,881)

      8,840

      Total comprehensive income (loss) for the year

      2,636,638

      (14,978)

      Statement of Changes in Consolidated Shareholders' Equity

      Shareholders' Equity

      Balances as at 31.12.2024

      Allocation of the result for the year

      Purchase of minority shares

      Purchase of treasury shares

      Other changes

      Result

      for the year

      Balances as at 31.12.2024

      Share capital

      323,502

      323,502

      Legal reserve

      56,493

      8,207

      64,700

      Reserves from FTA

      (55,178)

      (55,178)

      OCI reserve

      22,656

      25,198

      47,854

      Other reserves:

      Share premium reserve

      5,970,291

      5,970,291

      Stock option reserve

      28,742

      28,742

      Negative reserve for treasury shares in portfolio

      (443,132)

      (295,558)

      (2)

      (738,692)

      Reserve for future capital increase

      24,740

      (24,740)

      0

      Extraordinary reserve

      3,037,141

      (1,986,681)

      20,114

      1,070,574

      Total Other reserves

      8,617,782

      (2,011,421)

      (295,558)

      20,112

      6,330,915

      Retained earnings/accumulated losses

      (719,098)

      2,330,990

      (175,912)

      16,067

      1,452,047

      Result for the year

      327,776

      (327,776)

      2,578,201

      2,578,201

      Total Shareholders' Equity of the Group

      8,573,933

      0

      (175,912)

      (295,558)

      61,377

      2,578,201

      10,742,041

      Capital and reserves pertaining to minority interests

      57,028

      (310,749)

      64,176

      1

      (189,544)

      Profit (Loss) for the year pertaining to minority interests

      (310,749)

      310,749

      33,239

      33,239

      Total Shareholders' Equity pertaining to minority interests

      (253,721)

      0

      64,176

      1

      33,239

      (156,305)

      Total Shareholders' Equity

      8,320,212

      0

      (111,736)

      (295,558)

      61,376

      2,611,440

      10,585,736

      Shareholders' Equity

      Balances as at 31.12.2025

      Allocation of the result for the year

      Purchase of minority shares

      Purchase of treasury (stock grants)

      Other changes

      Result for the year

      Balances as at

      31.12.2024

      Share capital

      282,467

      41,035

      323,502

      Legal reserve

      56,493

      56,493

      Reserves from FTA

      (55,178)

      (55,178)

      OCI reserve

      54,661

      842

      (32,847)

      22,656

      Other reserves:

      Share premium reserve

      3,263,224

      2,707,067

      5,970,291

      Stock option reserve

      28,742

      28,742

      Negative reserve for treasury shares in portfolio

      (271,095)

      (172,037)

      (443,132)

      Reserve for future capital increase

      24,740

      24,740

      Extraordinary reserve

      2,033,078

      931,130

      72,933

      3,037,141

      Total Other reserves

      5,078,689

      931,130

      (172,037)

      2,780,000

      0

      8,617,782

      Retained earnings/accumulated losses

      (648,617)

      228,436

      (280,322)

      (18,595)

      (719,098)

      Result for the year

      1,159,566

      (1,159,566)

      327,776

      327,776

      Total Group Shareholders' Equity

      5,928,081

      0

      (279,480)

      (172,037)

      (2,769,593)

      327,776

      8,573,933

      Capital and reserves pertaining to minority interests

      64,429

      18,957

      (26,358)

      57,028

      Profit (Loss) for the year pertaining to minority interests

      18,957

      (18,957)

      (310,749)

      (310,749)

      Total Shareholders' Equity pertaining to minority interests

      83,386

      0

      (26,358)

      (310,749)

      (253,721)

      Total Shareholders' Equity

      6,011,467

      0

      (305,838)

      (172,037)

      (2,769,593)

      17,027

      8,320,212

      With regard to the composition of 'Other changes' and the changes during the year, please refer to Note 12_Shareholders' Equity.

      Consolidated Cash Flow Statement

      Cash flow statement, indirect method

      31.12.2025

      31.12.2024

      A. Cash flows from operations (indirect method)

      Profit (loss) for the year

      2,611,440

      17,027

      Income Taxes

      918,156

      511,823

      Interest expenses/(interest income)

      355,206

      228,047

      (Gains)/losses on disposal of assets

      0

      1,598,272

      1. Profit (loss) for the year before income tax, interest, dividends, and capital gains/losses on disposals

      3,884,802

      2,355,169

      Adjustments for non-monetary items that do not have a balancing entry in net working capital

      14,410

      61,438

      Depreciation of fixed assets

      2,331,146

      1,966,487

      Other upward (downward) adjustments for non-monetary items

      68,481

      265,425

      Total adjustments for non-monetary items that did not have a balancing entry in net working capital

      2,414,037

      2,293,350

      2. Cash flow before changes in NWC

      6,298,839

      4,648,519

      Changes in net working capital

      Decrease/(increase) in receivables from customers

      3,129,302

      (1,483,639)

      Decrease/(increase) in inventories

      (309,663)

      (334,230)

      Increase/(decrease) in trade payables

      (2,222,157)

      (9,667)

      Decrease/(increase) in accrued income and prepaid expenses

      (415,858)

      (58,977)

      Increase/(decrease) in accrued expenses and deferred income

      (461,559)

      (343,829)

      Other changes in net working capital

      335,880

      97,685

      3. Cash flow after changes in NWC

      6,354,784

      2,515,862

      Other adjustments

      Interest received/(paid)

      (305,580)

      (189,254)

      (Income taxes paid)

      (602,844)

      (695,725)

      Other receipts/(payments)

      (293,585)

      (240,773)

      Total other adjustments

      (1,202,009)

      (1,125,752)

      Cash flow from operating activities (A)

      5,152,775

      1,390,110

      B) Cash flows from investing activities

      (Investments)/disinvestments in property, plant and equipment

      (1,264,297)

      (293,596)

      (Investments)/disinvestments in intangible assets

      (406,662)

      (407,427)

      (Investments)/disinvestments in right of use

      (2,188,068)

      (1,458,038)

      (Investments)/disinvestments in financial assets

      242,433

      53,799

      Investments for acquisitions net of cash acquired

      (3,308,549)

      (1,046,603)

      Cash flow from investing activities (B)

      (6,925,143)

      (3,151,865)

      Third-party financing

      Increase/(decrease) in current payables for lease and rent right of use

      350,278

      (59,387)

      Contracting of non-current lease and rent financing

      2,056,277

      1,161,348

      Repayment of non-current lease and rent financing

      (993,503)

      (771,780)

      Increase/(decrease) in short-term payables due to banks

      52,169

      619,061

      Financing (non-current part)

      2,150,000

      3,000,000

      Loan repayments (non-current)

      (1,720,464)

      (1,782,582)

      Increase/(decrease) in capital and reserves attributable to minority interests

      64,177

      (26,358)

      Own funds

      Sale (purchase) of treasury shares

      (295,558)

      (172,037)

      Paid-in capital increase

      0

      2,799,427

      Cash flow from financing activities (C)

      1,663,376

      4,767,692

      Increase/(decrease) in cash and cash equivalents (a ± b ± c)

      (108,992)

      3,005,937

      Cash and cash equivalents at the beginning of the year

      5,038,386

      2,032,449

      Cash and cash equivalents at the end of the year

      4,929,394

      5,038,386

    2. Notes to the Consolidated Financial Statements Introduction to the Explanatory Notes Basis of preparation

      The Company has prepared these consolidated financial statements as at 31 December 2025 in accordance with International Financial Reporting Standards (hereinafter also IFRS), as issued by the International Accounting Standard Board (IASB) and endorsed by the European Union at the date of approval of these financial statements.

      The term IFRS also includes all International Accounting Standards (IAS) and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations Committee (SIC).

      The consolidated financial statements as at 31 December 2025 reflect the results of the accounting records regularly kept by the parent company and its subsidiaries, adjusted by the eliminations inherent in the consolidation process. The statement of financial position and results of operations of the Group are presented in a clear, true and fair manner in accordance with the provisions of Legislative Decree 127/91; where necessary, the additional information required by Article 29(3) of the aforementioned decree is also provided.

      In addition to the consolidation criteria, these Explanatory Notes illustrate the measurement principles applied in preparing the Consolidated Financial Statements, in compliance with the relevant statutory law; they also include: the lists of companies included and excluded from consolidation, and the reconciliation statement between the parent company's shareholders' equity as shown in the separate financial statements and shareholders' equity as shown in the consolidated financial statements. For the purpose of preparing financial statements, preference is given to the economic substance of transactions over their legal form.

      It should be noted that the company has decided to adopt the International Financial Reporting Standards (IFRS) as of the financial year ending 31 December 2021.

      With reference to IAS 1 Paragraphs 25 and 26, the Parent Company's Directors confirm that, in view of the Company's economic outlook, capitalisation and financial position, there are no uncertainties regarding the Group's ability to continue as a going concern and that, consequently, it will adopt the typical accounting standards of a going concern when preparing the consolidated financial statements as at 31 December 2025.

      The figures in these consolidated financial statements are comparable with the same figures in the previous year, unless otherwise indicated in the notes to the individual items. When comparing the individual items in the income statement and statement of financial position, the changes in the scope of consolidation reported in the specific section must also be taken into account. Information on the Group's activities and significant events occurring after the end of the financial year are presented in the Management Report. These consolidated financial statements as at 31 December 2025 were prepared by the Board of Directors and approved by it at its meeting on 26 March 2026. They are audited by BDO Italia S.p.A., by virtue of the assignment given to it.

      General criteria and principles for preparing consolidated financial statements

      The Consolidated Financial Statements as at 31 December 2025 comprise the Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Statement of Changes in Shareholders' Equity, Statement of Cash Flows and these Notes.

      They include the financial statements of Lindbergh S.p.A. and those of companies in which it holds, directly or indirectly, a majority of the votes exercisable in the ordinary shareholders' meeting, companies in which it has sufficient votes to exercise a dominant influence in the ordinary shareholders' meeting, and companies over which it has a dominant influence by virtue of a contract or a clause in the articles of association.

      The financial statements used for consolidation are those prepared by the competent corporate bodies of the respective companies in accordance with uniform accounting standards (IAS/IFRS). Unless otherwise specified, the values shown in the Notes to the Financial Statements are expressed in euro units.

      It is hereby certified that, in order to provide a true and fair view of the balance sheet, financial position, and results of operations, it was not necessary to depart from the application of any provisions of Legislative Decree No. 127/91.

      Information on the composition of the corporate group, scope of consolidation and consolidation principles

      As at 31 December 2025, the Lindbergh Group S.p.A. consisted of the following companies:

      Lindbergh Group S.p.A.

      Company name

      Head-quarters

      Share capital

      Company Name Registered Office Share Capital

      Percent direct interest of group leader A)

      Percent indirect shareholding B)

      Total equity interest A+B

      Company holding indirect equity interest

      Consolidation principle

      Lindbergh S.p.A.

      Italy

      EUR 323,502

      Parent Company

      -

      -

      -

      -

      -

      Lindbergh France S.A

      France

      EUR 200,001

      Subsidiary

      79.12%

      -

      79.12%

      .

      Line-by-line

      Smit S.r.l.

      Italy

      EUR 21,335

      Subsidiary

      100%

      -

      100%

      -

      Line-by-line

      Gatti Ermanno S.r.l.

      Italy

      EUR 350,000

      Subsidiary

      -

      100%

      100%

      Smit S.r.l.

      Line-by-line

      Idrocalor S.r.l.

      Italy

      EUR 10,000

      Subsidiary

      -

      87.84%

      87.84%

      Smit S.r.l.

      Line-by-line

      Vergottini S.r.l.

      Italy

      EUR 30,000

      Subsidiary

      -

      100%

      100%

      Smit S.r.l.

      Line-by-line

      Alpiclima S.r.l.

      Italy

      EUR 50,000

      Subsidiary

      -

      100%

      100%

      Smit S.r.l.

      Line-by-line

      Salvucci S.r.l.

      Italy

      EUR 27,000

      Subsidiary

      -

      100%

      100%

      Gatti Ermanno S.r.l.

      Line-by-line

      Termotecnica Monzese S.r.l.

      Italy

      EUR 50,000

      Subsidiary

      -

      100%

      100%

      Smit S.r.l.

      Line-by-line

      Eco Manutenzioni Srl

      Italy

      EUR 20,000

      Subsidiary

      -

      100%

      100%

      Smit S.r.l.

      Line-by-line

      ITR Srl

      Italy

      EUR 10,000

      Subsidiary

      -

      100%

      100%

      Smit S.r.l.

      Line-by-line

      RCR S.r.l.

      Italy

      EUR 10,000

      Subsidiary

      -

      100%

      100%

      Smit S.r.l.

      Line-by-line

      EPS S.r.l.

      Italy

      EUR 50,000

      Subsidiary

      -

      100%

      100%

      Smit S.r.l.

      Line-by-line

      Subsidiaries are consolidated on a line-by-line basis. The main criteria adopted for the application of this method include:

      • the carrying value of the equity investments held by the Parent Company and the other companies included in the scope of consolidation is eliminated against the related share-holders' equity when the assets, liabilities, costs and revenues of the subsidiaries are assumed in their total amount regardless of the size of the equity investment held;

      • transactions giving rise to debit and credit, cost and revenue items, between companies consolidated on a line-by-line basis, are eliminated. In particular, unrealised profits from transactions between group companies included at the balance sheet date in the valuation of inventories are eliminated;

      • the difference between the acquisition cost and the net assets of the investee companies, at the date of first consolidation, is allocated, where possible, to the assets and liabilities of those companies, up to their current value. Any residual portion is recorded in an asset item called 'Goodwill', unless it is to be charged in full to the income statement; the residual portion of the cancellation difference not allocable to the subsidiary's assets and liabilities and goodwill is charged to the income statement;

(d) Dividends from consolidated equity investments recognised as income from equity investments in the income statement of the parent company or other companies holding such equity investments are eliminated against the item 'Retained earnings';

  1. any portions of shareholders' equity and the result for the period pertaining to third parties are shown under appropriate headings in the consolidated balance sheet and income statement;

  2. companies acquired during the period are consolidated from the date on which control was acquired;

  3. capital goods acquired under finance leases are reflected in the consolidated financial statements according to the financial method, which requires the asset to be recognised as a tangible fixed asset, its consequent depreciation, the recognition of the payable to the lessor and the recognition of financial expenses recognised on an accrual basis in the income statement. These assets were recorded at their initial value and depreciated from the date the leasing contract was signed;

  4. the excess of the purchase price over the net assets of the acquired companies is allocated, where possible, to the assets and liabilities of those companies and, for the portion having the nature of goodwill, to the item 'Goodwill'. Goodwill is not amortised, but is tested for impairment annually, or more frequently if specific events or changed circumstances indicate the possibility of impairment, in accordance with IAS 36 - Impairment of Assets. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Upon the disposal of a part or all of a business previously acquired and whose acquisition resulted in goodwill, the corresponding residual value of the goodwill is taken into account in determining the gain or loss on disposal.

  5. the portion of shareholders' equity attributable to non-controlling interests in the consolidated companies is shown separately in a special equity item called 'Shareholders' equity pertaining to minority interests', while the portion of minority interests in the net result of these companies is shown separately in the consolidated income statement under 'Operat-ing profit pertaining to minority interests'.

    Change in the Scope of Consolidation

    Company/branch

    Date of first consolidation

    Alfatermica Srl (business unit)

    Eco Manutenzioni Srl (100% purchase)

    28/01/2025

    ITR Srl (100% purchase)

    28/01/2025

    SDS Srl (business unit)

    Alpiclima Srl (100% purchase)

    27/11/2025

    Termotecnica Monzese Impianti Srl (100% purchase)

    03/09/2025

    Salvucci Snc (100% purchase)

    15/10/2025

    The following table shows the changes in the scope of consolidation in financial year 2025 compared to the consolidated financial statements as at 31 December 2024. It should be noted that on 1 January 2025, Alberti Srl was merged by incorporation into RCR Srl, generating a Merger Reserve in the financial statements of the acquiring company of a value equal to the shareholders' equity as of 31 December 2024 of the merged company.

    Purchase of minority interests

Idrocalor Srl (purchase of a further 28.92% share)

Measurement criteria Intangible assets

Intangible assets acquired separately are recorded at cost, while those acquired through business combinations are recorded at fair value at the date of acquisition. After initial recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, with the exception of development costs, are not capitalised and are recognised in the income statement of the year in which they are incurred. The useful life of intangible assets is assessed as finite or indefinite. Intangible assets with a finite life are amortised over their useful life. The period and method of amortisation applied to them are reviewed at the end of each financial year or more frequently if necessary. Amortisation of intangible assets with a finite life is recognised in the income statement under the specific item amortisation of intangible assets. The useful life attributed to the various asset categories is as follows:

  • concessions, licences and trademarks - for a maximum of five financial years;

  • computer applications - for a minimum of 3 and a maximum of 10 financial years.

    Amortisation begins when the asset is available for use, i.e. when it is in the position and condition necessary for it to be capable of operating in the manner intended by management. Gains or losses from the disposal of an intangible asset are measured as the difference between the net sale proceeds and the carrying amount of the asset and are recognised in the income statement at the time of disposal.

    Development costs

    Development costs are capitalised as intangible assets only if the costs can be reliably determined, the Company has the intention and availability of resources to complete the activity, it is technically feasible to realise the project to make it available for use, and the expected volumes and prices indicate that the costs incurred in the development phase will generate future economic benefits. Capitalised development costs include only those expenses incurred that can be directly attributed to the development process. Capitalised development costs are amortised on a systematic basis, starting from the beginning of production over the estimated life of the product or process, which has been estimated to be five years. All other development costs are recognised in the income statement when incurred. Research costs are charged to the income statement at the time they are incurred.

    Property, plant and equipment

    These assets include land and buildings, plant and machinery, equipment, motor vehicles and other tangible assets. They are recorded at purchase or construction cost. The cost includes directly attributable ancillary charges. Depreciation as required by IFRS 16 is calculated on the basis of homogeneous rates for similar categories of assets and deemed appropriate to spread the carrying value of tangible assets over their useful life.

    The rates adopted in the depreciation process of tangible fixed assets are as follows:

    Description

    Depreciation rate

    Land

    -

    Buildings for instrumental use

    3%

    Plant and machinery

    12%

    Equipment

    15%

    Corporate uniforms

    40%

    Furniture and furnishings

    12%

    Electronic Office Machines

    20%

    Trucks

    20%

    Ordinary maintenance costs are charged to the income statement in the year in which they are incurred; costs that increase the value or useful life of the fixed asset are capitalised and depreciated in relation to the remaining useful life of the fixed asset to which they relate.

    Leased Assets and Rights of Use

    Assets acquired through leasing contracts are recognised as fixed assets in a special item called 'Rights of Use' for an amount equal to the value of the financial liability determined by applying the 'full retrospective approach', under which IFRS 16 is applied retroactively for each previous year, adjusting the opening balance of each asset component, less economic elements. The debt is gradually reduced in accordance with the principal repayment schedule included in the contractually agreed-upon instalments, while the interest portion is recognised in the income statement and classified under financial expenses. The value of the right of use recorded is systematically amortised on the basis of the expiry dates of the lease contracts, also taking into account the probability of renewal of the contract if there is a renewal option.

    Lease payments on leases with a term of 12 months or less and contracts in which the underlying asset is of low value are recognised on a straight-line basis in the income statement over the term of the contract. The non-lease components related to these assets have been unbun-dled and accounted for separately from the lease components.

    Impairment losses

    At each balance sheet date, the Group reviews the carrying value of its tangible and intangible assets to determine whether there is any indication that these assets are impaired (impairment test). Where these indications exist, the recoverable amount of these assets is estimated to determine the amount of the impairment loss. Where it is not possible to estimate the recoverable amount of an asset individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell (if available) and value in use. In assessing value in use, estimated future cash flows are discounted to their present value, using a rate that reflects current market assessments of the present value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to the lower recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the asset is land or buildings other than investment property recognised at revalued amounts, in which case the loss is recognised in the respective revaluation reserve. When an impairment loss no longer exists, the carrying

    amount of the asset (or cash-generating unit), with the exception of goodwill, is increased to the new value resulting from an estimate of its recoverable amount, but not beyond the net carrying amount that the asset would have had if the impairment loss had not been recognised. The reversal of the value is immediately charged to the income statement. An intangible asset with an indefinite useful life is tested for impairment annually, or more frequently whenever there is an indication that the asset may be impaired.

    Financial assets

    IFRS 9 provides a single approach for the analysis and classification of all financial assets, including those containing embedded derivatives. The classification and related valuation is performed considering both the management model of the financial asset and the contractual characteristics of the cash flows obtainable from the asset. Depending on the characteristics of the instrument and the business model adopted for its management, the following three categories can be distinguished:

    1. financial assets measured at amortised cost;

    2. financial assets measured at fair value through other comprehensive income (hereinafter also referred to as OCI);

    3. financial assets measured at fair value through profit or loss.

    A financial asset is measured using the amortised cost method when both of the following conditions are met:

  • the financial asset management model consists of holding the financial asset for the sole purpose of collecting the related cash flows;

  • the financial asset generates, at contractually pre-determined dates, cash flows representing solely the return on the financial asset.

According to the amortised cost method, the initial recognition value is subsequently adjusted for principal repayments, any write-downs and the amortisation of the difference between the repayment value and the initial recognition value.

Amortisation is performed on the basis of the effective internal interest rate, which represents the rate that makes the present value of expected cash flows and the initial recognition value equal at the time of initial recognition. Receivables and other financial assets measured at amortised cost are presented in the balance sheet net of the related allowance for impairment.

Financial assets representing debt instruments whose business model envisages both the possibility of collecting contractual cash flows and the possibility of realising capital gains on disposal (the hold-to-collect and sell business model), are measured at fair value with the effects recognised in OCI. In this case, changes in the fair value of the instrument are recognised in equity, among other components of comprehensive income.

The cumulative amount of changes in fair value, which is recognised in the equity reserve comprising the other components of comprehensive income, is reversed to profit or loss upon derecognition of the instrument. Interest income calculated using the effective interest rate, exchange rate differences and write-downs are recognised in the income statement.

A financial asset representing a debt instrument that is not measured at amortised cost or FVTOCI is measured at fair value with the effects recognised in the income statement.

Receivables

Receivables are initially recorded at fair value, which corresponds to their nominal value, and subsequently measured at amortised cost and reduced in the event of impairment. In addition, they are adjusted to their presumed realisable value through the recognition of an adjustment provision based on the expected loss criterion.

Inventories

Inventories consist of goods intended for sale or used in the company's normal operations and are valued in the financial statements according to the FIFO (First In First Out) method, i.e. assuming that the quantities purchased or produced at an earlier date are the first to be sold or used in production. Inventory turnover is constant and the amount of inventory relative to the value of production is small and insignificant. The cost thus determined does not differ appreciably from the current costs at the end of the financial year.

Cash and cash equivalents

Cash and cash equivalents include bank deposits, cash fund units and other highly marketable securities that can be readily converted into cash and are subject to an insignificant risk of change in value.

Provisions for risks and charges

The Group allocates a provision for risks and charges when the risk of an obligation arising from a past event is deemed probable and a reliable estimate can be made of the amount of the obligation. Provisions are made on the basis of the Directors' best estimate of the costs required to fulfil the obligation at the balance sheet date, and are discounted when the effect is significant. These estimates are characterised by a high degree of complexity and uncertainty, and therefore the value of the provisions for risks and charges is reviewed periodically to reflect the best current estimate of each provision.

Financial liabilities

Financial liabilities include financial payables to credit institutions.

According to IFRS 9, they also include trade and other payables. Financial liabilities are recognised at fair value less transaction costs.

After initial recognition, loans are recognised at amortised cost, calculated by applying the effective interest rate. With the introduction of IFRS 9, in the case of a renegotiation of a financial liability that does not qualify as an 'extinguishment of the original debt', the difference between (i) the carrying amount of the liability prior to modification and (ii) the present value of the cash flows of the modified debt, discounted at the original rate (IRR), is recognised in the income statement.

Financial liabilities hedged by derivative instruments are measured at fair value in accordance with hedge accounting: gains and losses arising from subsequent measurements at fair value are recognised in the income statement and are offset by the effective portion of the loss and

gain arising from subsequent measurements at fair value of the hedging instrument. Upon initial recognition, a liability may be designated at fair value through profit or loss when such designation eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as 'accounting mismatching') that would otherwise result from measuring assets or liabilities or recognising the related gains and losses on different bases. This choice of designation at fair value is exclusively applied to certain financial liabilities in currencies hedged against exchange rate risk.

Payables

Trade and other payables are initially recognised at cost, i.e. at the fair value of the consideration paid in the transaction. Subsequently, payables with a fixed maturity are measured at amortised cost, using the effective interest method, while payables without a fixed maturity are measured at cost. Short-term liabilities, on which the accrual of interest has not been agreed, are valued at nominal value. The fair value of long-term debt was determined by discounting future cash flows: the discount is recognised as a finance cost over the term of the debt until maturity.

Employee benefits

Employee severance indemnity (TFR) and retirement provisions are determined by applying an actuarial method (mortality, foreseeable salary changes, etc.) to express the present value of the benefit, payable at the end of employment, that employees have accrued at the balance sheet date. This amount is charged to the income statement under 'labour costs', while the notional finance charge that the company would incur if it were to seek financing from the market in an amount equal to the severance pay is charged to net financial income (expenses). Actuarial gains and losses that reflect the effects of changes in actuarial assumptions used are recognised in other comprehensive income, taking into account the remaining average working life of employees.

In programmes with defined benefits according to IAS 19R, which also include termination benefits due to employees pursuant to Article 2120 of the Italian Civil Code, the amount of the benefit to be paid to employees can only be quantified after the termination of employment, and is linked to one or more factors such as age, years of service and salary. Therefore, the relevant charge is charged to the income statement on the basis of an actuarial calculation. The liability recognised in the balance sheet for defined benefit plans corresponds to the present value of the obligation at the balance sheet date. Obligations for defined benefit plans are determined annually by an independent actuary using the projected unit credit method. The present value of the defined benefit plan is determined by discounting future cash flows at an interest rate equal to that of (high-quality corporate) bonds issued in Euro and taking into account the duration of the relevant pension plan. Actuarial gains and losses arising from the above adjustments and changes in actuarial assumptions are recognised in the statement of comprehensive income.

Criteria for conversion of foreign currency items

Receivables and payables originally expressed in foreign currency are converted into Euro at the exchange rates of the date of the transactions that originated them. Exchange rate differ-

ences realised on the collection of receivables and the payment of payables in foreign currencies are recorded in the income statement. Income and expenses related to foreign currency transactions are recorded at the exchange rate prevailing on the date on which the transaction is executed. At the end of the financial year, assets and liabilities denominated in foreign currencies, with the exception of non-current assets, are recorded at the spot exchange rate at the end of the financial year, and the related exchange rate gains and losses are charged to the income statement. If the conversion results in a net profit, a corresponding amount is tied up in a non-distributable reserve until its actual realisation.

Recognition of revenues and costs

Revenues and income, expenses and charges are stated net of returns, discounts, allowances and premiums as well as taxes directly related to the sale of goods and rendering of services. Revenues are recognised to the extent that it is probable that economic benefits will accrue to the company and the amount can be reliably determined, and on the basis of contractually defined performance obligations, as defined by IFRS 15. Revenue from services is recognised by reference to the stage of completion of the transaction at the balance sheet date when the outcome of the transaction can be reliably estimated. In particular, all the following conditions are met:

  • the amount of revenue can be reliably assessed;

  • it is likely that the economic benefits of the transaction will flow to the Group;

  • the stage of completion of the transaction at the balance sheet date can be reliably measured;

  • the costs incurred for the transaction and the costs to be incurred to complete it can be reliably calculated.

Financial income

Financial income includes interest income on invested funds and income from financial instruments. Interest income is charged to the income statement as it accrues, taking into account the effective yield.

Financial expenses

Financial expenses include interest expenses on borrowings calculated using the effective interest method and bank charges.

Income taxes for the year

Income taxes include all taxes calculated on the Group's taxable income. Income taxes are recognised in the income statement, except for those relating to items directly debited or credited to equity, in which case the tax effect is recognised directly in equity. Other taxes not related to income, such as taxes other than direct income taxes, are included in operating expenses. Deferred taxes are allocated for using the global liability method. They are calculated on the significant temporary differences that arise between the tax base of an asset or liability and its carrying amount in the balance sheet, with the exception of goodwill that is not deductible for tax purposes. Deferred tax assets are recognised to the extent that it is probable that future taxable income will be available against which they can be recovered. Current and deferred

tax assets and liabilities are offset when income taxes are levied by the same tax authority and when there is a legal right of set-off. Deferred tax assets and liabilities are determined using the tax rates that are expected to apply, under the laws of the country in which the Company operates, in the years in which the temporary differences will be realised or settled.

Use of estimates

The preparation of the financial statements and related notes in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the reporting date. The results to be achieved may differ from these estimates. Estimates are used to assess the useful life of tangible and intangible assets, as described above, as well as to recognise provisions for bad debts, inventory obsolescence, amortisation/depreciation, asset write-downs, employee benefits, taxes and other provisions.

Amendments to accounting standards Accounting standards, amendments and interpretations applied as from 1 January 2025

With reference to the areas relevant to the Group, with effect from 1 January 2025 the following accounting standards and amendments to accounting standards issued by the International Accounting Standards Board (IASB) and transposed by the European Union by means of an EU Regulation are mandatorily applicable:

Amendments to IAS 21 - Effects of Changes in Foreign Exchange Rates: Lack of Exchangea-bility. Document issued by the IASB on 15 August 2023, applicable from 1 January 2025 with early application permitted. The amendments require an entity to apply a methodology consistently over time to ascertain whether one currency can be exchanged for another and, when this is not possible, to define the exchange rate determination method to be used and the disclosures to be made in the notes to the financial statements.

The application of these changes had no impact on the Group's consolidated financial statements.

Accounting standards, amendments and interpretations endorsed by the European Union but not yet applicable and not early adopted by the Group

With reference to the areas relevant to the Group, the following changes in accounting standards will be mandatorily applicable starting from the next years, as the EU endorsement process has already been completed:

IFRS 18 - Presentation and disclosure in financial statements. Document issued by the IASB on 9 April 2024, applicable from 1 January 2027 with early application permitted. The new standard, which will replace IAS 1 'Presentation of Financial Statements', improves the disclosure of corporate performance in terms of comparability, transparency and usefulness of published information, and introduces substantial changes in the structure of financial statements with particular reference to the income statement and, to a lesser extent, the statement of financial

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