Sol S.p.a. MIL:SOL

SOL S p A : Half-yearly financial report of the SOL Group as at June 30th, 2025

Published

Source: MarketScreener



SOL S.p.A. Half-yearly financial report of the SOL Group as at June 30, 2025




TABLE OF CONTENTS
  1. Administrative and controlling bodies

  2. Directors' Interim Report

10. Condensed half-yearly consolidated financial statements as at June 30, 2025

16. Notes to the financial statements

63. Certification of the Condensed half-yearly consolidated financial statements pursuant to Article 154-bis of Italian Legislative Decree 58/98



BOARD OF DIRECTORS

Chairman and Managing Director

ALDO FUMAGALLI ROMARIO

Deputy Chairman and Managing Director

MARCO ANNONI

Director with special powers

GIOVANNI ANNONI

Director with special powers

GIULIO FUMAGALLI ROMARIO

Director with special powers

ANDREA MONTI

Directors

BOARD OF STATUTORY AUDITORS

FEDERICA ANNONI Chairman

MARGHERITA TRONCONI GIOVANNI MARIA

CRISTINA GRIECO ALESSANDRO ANGELO GAREGNANI

(Independent) Regular auditors

ANNA GERVASONI GIUSEPPE MARINO

(Independent) PAOLA DE MARTINI

ANTONELLA MANSI Alternate Auditors

(Independent) ANNALISA RANDAZZO

ELLI MELETI LUCIA FOTI BELLIGAMBI

(Independent)

FRANCESCO GIAMMARIA

(Independent)

GENERAL MANAGERS

DANIELE FORNI CLAUDIO GARBELLINI

AUDITING COMPANY

EY S.P.A.

Via Meravigli n. 12 20123 Milan

Powers granted to the Directors

(CONSOB Communication No. 97001574 dated February 20, 1997)

To the Chairman and Deputy Chairman: legal representation before third parties and the court; several powers of ordinary administration; joint powers of extraordinary administration, it being understood that for the implementation of the relevant acts the signature of one of the two is sufficient with written authorisation from the other; without prejudice to some specific acts of particular importance that are reserved to the competence of the Board of Directors.

To Directors with special appointments: powers of ordinary administration relevant to Legal and Corporate Business (Giulio Fumagalli Romario) and the Organisation of Information Systems (Giovanni Annoni) with single signature.

Condensed half-yearly financial report of the SOL Group as at June 30, 2025 Directors' Interim Report Introduction

This Condensed Half-yearly financial report as at June 30, 2025, was drawn up pursuant to Italian Legislative Decree 58/1998 as amended, as well as with the Issuers' Regulation issued by Consob.

This Condensed half-yearly financial report was prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, and was drawn up according to IAS 34 - Interim Financial Reporting, applying the same accounting standards adopted to prepare the consolidated financial statements as at December 31, 2024, with the exception of those illustrated in the Notes to the financial statements.

It has been prepared on a going concern basis in that it has been checked that there are no indicators that the SOL Group will not be able to meet its obligations in the next 12 months.

Alternative performance indicators and definitions

The Directors' Interim Report and the condensed half-yearly consolidated financial statements include economic and financial indicators used by Management to monitor the Group's economic and financial performance. These indicators are not defined or specified in the applicable financial reporting regulations. As the composition of these measures is not regulated by the reference accounting standards, the calculation criterion used by Management may not be consistent with the criterion used by other groups and may therefore not be comparable. The Alternative Performance Measures are constructed exclusively from the historical accounting data and are determined in accordance with the provisions of the Guidelines on Alternative Performance Measures issued by ESMA on October 5, 2015, (2015/1415) as per CONSOB Communication no. 92543 of December 3, 2015, and ESMA on April 17, 2020, are not audited "ESMA Guidelines on Alternative Performance Measures (APMs)".

The following Alternative Performance Measures are presented in this Management Report:

  • Gross Operating Margin (EBITDA): It is the difference between "Revenues", "Total Costs" and "Payroll and related costs" and can be derived directly from the consolidated Income Statement. However, this measure is not defined in IFRS accounting standards; as a result, it may not be homogeneous and therefore not comparable with that of other groups.

  • EBITDA margin: It is calculated as the ratio of EBITDA to "Revenues from sales and services".

  • Operating result: It represents the "Operating result" that can be derived directly from the Consolidated income statement.

  • Operating result margin: It is calculated as the ratio of the Operating result to "Revenues from sales and services".

  • Investments: They represent the sum of the investments shown in the explanatory notes to the consolidated financial statements under "Tangible Fixed Assets" less "Other changes" of the item "Other assets under construction and advances.

  • Net financial position (net financial indebtedness): It is determined, in accordance with ESMA Guideline 32-382-1138, as the sum of net current borrowing and non-current borrowing, both of which include financial payables arising from lease agreements in accordance with IFRS 16. "Net current borrowing" is the algebraic sum of cash and cash equivalents, current financial assets (such as securities held for trading) and current borrowing.

General context

The SOL Group is mainly engaged in production, applied research and distribution activities pertaining to industrial, pure and medicinal gases, in door-to-door medical care, as well as in the sector for related medical equipment in Europe, Turkey, Morocco, India, Brazil, China, Ecuador and Peru.

The products and services of companies belonging to the Group are used in the chemical, electronics, iron and steel, engineering and foodstuff industries, as well as in sectors such as environmental protection, research and health.

During the first half of 2025, the global economy continued to face a complex environment marked by moderate growth, a slowdown in international trade and uncertain geopolitical developments.

The Eurozone experienced a modest recovery, driven by a gradual decline in inflation and a slight easing of monetary policies, although the industrial sector showed signs of widespread stagnation.

It is reasonable to assume that the general climate of uncertainty will persist in the second half of 2025, albeit with a slight economic recovery.

Highlights of SOL Group results

Net sales achieved by the SOL Group in the first half of 2025 amounted to Euro 874.1 million, up by 12.1% when compared to Euro 779.6 million in the first half of 2024.

On a like-for-like basis, sales increased by 10.5%.

The gross operating margin was Euro 220.8 million, equating to 25.3% of sales, up by 9.7% when compared with the first half of 2024 (Euro 201.3 million, or 25.8% of sales).

The operating result came to Euro 134.9 million, equating to 15.4% of sales, up by 10.4 million compared to the figure for the same period of 2024 (Euro 122.2 million, or 15.7% of sales).

Net profit, net of estimated taxes, amounted to Euro 83.5 million, compared with Euro 74.9 million in the first half of 2024.

Cash flow amounted to Euro 169.8 million, up compared to the first half of 2024 (Euro 154.0 million).

Capital expenditure recorded in the financial statements totalled Euro 116.3 million (Euro 96.1 million in the same period of 2024).

The average number of staff employed as at June 30, 2025, totalled 7,412 (7,015 in the first half of 2024).

The Group's net financial indebtedness was equal to Euro 516.8 million (Euro 439.3 million as at December 31, 2024). Net of payables recognised in application of IFRS16 (Leases), net financial indebtedness was Euro 424.2 million (Euro 356.3 million as at December 31, 2024).

Operating performance and significant events during the half-year

The SOL Group achieved an increase in sales of 12.1% (11.0% on a like-for-like basis and net of exchange rate effects) compared to the first half of 2024.

The half-yearly result was positive both in Italy, where sales grew by 9.7%, and abroad, where there was an increase of 13.7%.

The Technical Gas Division achieved sales of Euro 425.3 million, up 9.5% compared to the first half of 2024, mainly due to higher prices related to increases in the main production and transport costs, as well as inflation, compared to the first half of 2024.

The Home Healthcare Service Division, in which the Group operates through Vivisol, experienced significant organic growth thanks to an increase in new patient prescriptions. Sales for this division amounted to Euro 448.8 million, an increase of 14.7% compared to the same period in 2024.

Compared to the first half of 2024, the Gross Operating Margin increased by 9.7% in absolute terms, representing 25.3% of sales (25.8% as at June 30, 2024), while the operating result increased by 10.4% and amounted to 15.4% of sales (15.7% as at June 30, 2024).

Consolidated net profit amounted to Euro 83.5 million, equal to 9.6% of turnover, up 11.5% compared to Euro 74.9 million as at June 30, 2024. Consolidated operating cash flow increased to Euro 169.8 million, equal to 19.4% of turnover, compared to Euro 154.0 million as at June 30, 2024.

The focus of M&A continued to be on regional development of the offer in relevant markets and consolidation of the market position. During the half-year, the subsidiary Airsol Srl acquired 100% of the share capital of "Freyсо Kohlensäure Service GmbH", a German company involved in the production and distribution of technical gases. Further M&A transactions took place after the end of the first half of 2025, as described in the section "Major events occurred after the end of the first half-year".

Intra-group transactions and transactions with related parties

Transactions carried out with related parties, including intra-group transactions, cannot be considered as atypical or unusual, as they are part of the normal activities of Group companies. These transactions are settled at arm's length, taking into account the characteristics of the supplied goods and services.

Information on transactions with related parties, including those required by the Consob communication of July 28, 2006, are shown in the Notes to the Financial Statements of this Condensed half-yearly financial report as at June 30, 2025.

Main risks and uncertainties to which the SOL Group is exposed

Risks related to the general economic trend

The Group performance is affected by the increase or decrease of the gross national product, industrial production, cost of energy products and health expense policies adopted in the different European countries in which the Group works.

The uncertain evolution of geopolitical trends and the introduction of import duties could result in a slowdown in certain industrial sectors in the countries where the SOL Group operates.

Risks related to the Group's results

The SOL Group partially operates in sectors considerably regulated by economic cycles related to the trend in industrial production, such as the steel, metal working, engineering, chemical and glass manufacturing industries. In the case of an extended decline in business, the growth and profitability of the Group could be partially affected.

Moreover, government policies for reducing healthcare expenses could reduce margins in the home-care and medical gas and service sectors.

Risks related to the supply chain

The Group is exposed to the risk of an unintentional and sudden interruption in the supply of a specific good, which may depend on factors exogenous or endogenous to the supplier with whom a supply contract exists.

Therefore, if all or part of the supply under some of the existing production agreements were to cease for any reason, there can be no certainty as to the ability of the remaining producers to absorb the production quota of the defaulting or terminated producer, nor can there be any certainty as to the immediate availability of alternative producers in the market.

To minimise this risk, the Group diversifies its sources of supply where possible and subjects all its suppliers to an assessment of their economic and financial soundness, as well as their ethical and reputational compliance, which is updated regularly in order to avoid relationships with unsuitable parties.

Risks related to fund requirements

The SOL Group carries out activities that involve significant investments primarily aimed at increasing production and sales, modernising plants and maintaining existing assets. The financial requirements are generated through cash flows from operating activities and supplemented by access to new loans.

While operational management is expected to continue generating appropriate financial resources for the regular development of the business and organic growth, the use of new loans for extraordinary activities may have more favourable interest rates and spreads than in the recent past.

Other financial risks

The Group is exposed to financial risks associated with its business operations:

  • credit risk in relation to normal trade transactions with customers;

  • liquidity risk, with particular reference to the raising of financial resources associated with investments and with the financing of working capital;

  • market risks (mainly relating to exchange and interest rates and to commodity costs), in that the Group operates internationally in different currency areas and uses interest-bearing financial instruments.

Credit risk

The granting of credit to end customers is subject to specific assessments by means of structured credit facility systems.

Positions amongst trade receivables (if individually significant) for which objective partial or total non-recoverability is ascertained, are subject to individual write-down. Provisions are made on a collective basis for receivables that are not subject to individual write-down, taking into account the historic experience, the statistical data and, as a result of the introduction of the accounting standard IFRS 9, on the basis of a predictive approach, based on the counterparty's probability of default, the ability to recover in case of loss given default and also of expected future losses.

Liquidity risk

The liquidity risk may arise from the inability to obtain, under good financial conditions, the financial resources necessary for the anticipated investments and the financing of working capital.

The Group has adopted a series of policies and processes aimed at optimising the management of financial resources, reducing liquidity risk, such as the maintenance of an adequate level of available liquidity, the obtaining of appropriate credit facilities and the systematic monitoring of the forecast liquidity conditions, in relation to the corporate planning process.

Management believes that the funds and the credit facilities currently available, in addition to those that will be generated by operating and financing activities, will permit the Group to satisfy its requirements resulting from investment activities, working capital management and debt repayments on their natural maturity dates.

Exchange rate risk and commodity cost risk

In relation to sales activities, the Group companies may find themselves with trade receivables or payables denominated in currencies other than the reporting currency of the company that holds them.

A number of Group subsidiary companies are located in countries outside the Eurozone, in particular Switzerland, Bosnia, Serbia, Albania, North Macedonia, Bulgaria, Hungary, Romania, the UK, Morocco, Poland, Czech Republic, India, Turkey, Brazil, China, Ecuador and Peru. Since the reference currency for the Group is the Euro, the income statements of these companies are translated into Euro using the average exchange rate for the period and, revenues and margins in local currency being equal, changes in interest rates may have an effect on the equivalent value in Euro of revenues, costs and economic results.

Assets and liabilities of the consolidated companies whose reporting currency is not the Euro can adopt equivalent values in Euro that differ depending on the exchange rate trend. As envisaged by the accounting standards adopted, the effects of these changes are booked directly to shareholders' equity, under the item "Other reserves".

Some Group companies purchase electricity that is used for the primary production of technical gasses. The price of electricity is affected by the Euro/dollar exchange rate and by the price trend of energy commodities. The risk related to their fluctuations is mitigated by signing, if possible and convenient, fixed price purchase contracts or with a variation measured over a longer time period. Moreover, almost all long-term technical gas supply contracts to customers are index-linked in such a way as to cover the fluctuation risks shown above.

With regard to the currency weakness involving the Turkish lira, note that Group companies resident in Turkey operate only within the country, but there could be a negative effect on their profitability as a result of the higher cost of products purchased from third countries.

As the conditions were met, IAS 29 - Financial Reporting in Hyperinflationary Economies was applied to the financial statements of Turkish companies as from 2022.

Interest rate risk

The interest rate risk is managed by the Parent Company by centralising most of the medium/long-term debt and by appropriately dividing the loans between fixed rate and floating rate, favouring, when possible and convenient, medium/long-term debt with fixed rates, also through specific Interest Rate Swap agreements.

The Parent Company has stipulated Interest Rate Swap agreements linked to floating rate medium-term loans with the aim of ensuring itself a fixed rate on said loans. The notional value as at June 30, 2025, was Euro 131,428 thousand and the positive fair value was equal to Euro 1,201 thousand.

Risks related to personnel

In various countries in which the Group operates, employees are protected by different laws and/or collective labour contracts that guarantee them the right to be consulted on specific issues - including the downsizing and closing of departments and the reduction of staff numbers - through representations. This could affect the Group's flexibility in strategically redefining its own organisations and activities.

The management of the Group consists of persons of proven expertise who normally have long-standing experience in the sectors in which the Group operates. The replacement of any person in management may require a long period of time.

There are potential risks to the health and safety of workers as well as to compliance with occupational health and safety regulations that are mitigated by the adoption of an integrated management system compliant with ISO 45001.

Risks related to the environment and climate change

The products and the activities of the SOL Group are subject to increasingly complex and strict authorisation and environmental rules and regulations. This concerns manufacturing plants subject to regulations on atmospheric emissions, waste disposal and waste water disposal and the ban on land contamination.

High charges should be shouldered in order to observe such regulations.

During the first few months of 2025, the Group further deepened its previous assessments of the significance of climate change-related risks, both physical and transitional, and their economic/financial implications.

With particular reference to transition risks, which depend on an overall scenario of change in the economic context with a view to limiting the increase in global temperature to 1.5-2°C, as per the agreement signed in Paris, the Board considers that factors related to changes in market demand (increased sensitivity of customers and, more generally, of the Group's stakeholders to sustainability issues), technological evolution (risks related to the necessary technological innovations) and regulatory evolution (i.e. risks arising from legislative or political impositions aimed at triggering change) are of greater importance to the Group.

In this context, in the industrial gas sector, which is characterised by a high energy content in production costs, the Group is constantly monitoring possible regulatory changes in order to meet the expectations of the market and the Group's stakeholders, and has planned investments in photovoltaic and wind power plants in order to increase the share of energy from renewable sources. Although there are currently no circumstances in which the Group's production processes are at risk of becoming obsolete as a result of the transition to a low-carbon economy, the Group intends to reaffirm its commitment to continue with the planned renewal and rationalisation of its plants, taking advantage of the opportunities offered by technological developments to reduce energy consumption and greenhouse gas emissions.

On the other hand, the Group is already active in the home care sector, continuously streamlining equipment and introducing new, less polluting technologies.

The common objective of both activities is to limit the fuel consumption and related greenhouse gas emissions generated directly and indirectly by the Group in connection with transport, which is mainly carried out by third-party suppliers.

It should also be noted that all of the above initiatives to limit energy consumption and emissions, as well as the procurement of energy from renewable sources, are outlined in the Group Sustainability Plan.

With regard to the exposure of tangible assets (plants, buildings) to physical risks related to climate change and the business continuity risk resulting from these factors, the Group considers that the overall risk is medium/low and has not identified any need for urgent action or significant investment.

Please refer to the Consolidated sustainability report prepared as at December 31, 2024, for a more detailed discussion of the initiatives implemented by the Group.

Risks related to IT management and data security

The increasing use of IT tools in the management of company activities and the interconnection of company systems with external IT infrastructures expose these systems to potential risks with regard to the availability, integrity and confidentiality of data, as well as the efficiency of the IT tools themselves.

To ensure effective business continuity, the Group adopted a disaster recovery and business continuity system to ensure immediate replication of the main legacy system workstations.

The choice of these systems to be managed in business continuity was made on the basis of a thorough analysis of the related risk.

Moreover, multiple levels of physical and logical protection, at the level of servers and at the level of clients, ensure the active security of data and business applications.

The SOL Group also has innovative artificial intelligence-based products to protect the digital identity of its employees.

Vulnerability analyses and audits on the security of information systems are periodically carried out by independent technicians to check the adequacy of the company's IT systems.

Finally, with regard to the problem of fraud through the use of IT resources by external parties, all employees are periodically informed and trained on the correct use of the resources and IT applications available to them.

Tax risks

The SOL Group is subject to taxation in Italy and in several other foreign jurisdictions.

The various companies of the Group are subject to the assessment of the income tax returns by the competent tax authorities of the countries in which they operate.

As already occurred in the past, any findings reported in the tax audits are carefully assessed and, when necessary, challenged in the appropriate venues.

At present, a dispute is in progress in Italy for findings - considered groundless - on transfer pricing. The opening of the MAP (Mutual Agreement Procedure) between Italy and four other European countries has been requested and is nearing completion.

However, at Group level, this should not have a significant effect on profitability, given that the level of taxation in the countries involved is very similar.

Risks deriving from the war in Ukraine and in the Middle East crisis

The risks to which the SOL Group is exposed in connection with the war between Russia and Ukraine that broke out in February 2022 and the war in the Middle East in October 2023 are essentially indirect, in that there are no activities carried out directly by subsidiaries in the areas involved.

In fact, the likely negative effects caused by the current conflict on the economic growth of European countries could lead to a lower rate of development of the sales of the SOL Group.

Moreover, the wars contribute to create difficulties in maritime transport and keeping the high volatility of the cost of energy products, which is reflected in the cost of purchasing electricity and fuel; this means the risk of not being able to fully transfer cost increases to the sales prices of technical gases and services on the market, with a consequent negative effect on the Group's margins.

The continuation of the wars is also contributing to the inflationary effects of high energy commodity prices, with the consequent negative impact on investment costs and operating expenses, albeit decreasing in the first few months of the year.

In particular, a significant effect on home care activities is on the supply chain of medical equipment, for which there can be delays and difficulties in deliveries and consequent shortages to meet growing demand, as well as an increase in purchase prices.

Other risks

It is stated that the criminal proceedings (No. 6036/2022 GEN. CRIM. REG. - No. 4500/2022) are still pending before the Court of Palermo involving several natural and legal persons, including two former managers of the Subsidiary Company Vivisol Srl, and the latter pursuant to Italian Legislative Decree 231/2001 - are under investigation for offences provided for and punished by Articles 319 and 321 of the Italian Penal Code, allegedly committed in connection with a tender dating back to 2017 called by the ASP of Palermo and from which, inter alia, no profit was made by the company.

In July 2024, the Public Prosecutors in charge of the investigation requested to the G.U.P. that all the persons under investigation be committed for trial. Subsequently, the ASP of Palermo brought civil action. On June 11, 2025, the Preliminary Hearing Judge (G.U.P.) reserved the right to consider the preliminary objections raised by the Parties and postponed the preliminary hearing to September 17, 2025.

It should also be noted that the Public Prosecutor's Office in Enna has also opened proceedings for the same charges and set the preliminary hearing for October 14, 2025.

As already stated in the press releases issued by the Company at the time to report on the matter, Vivisol reaffirms its stance of non-involvement in the matter and the validity of its Organisation, Management and Control Model, which has been in place since 2006 in accordance with Italian Legislative Decree 231 and maintains its confidence in the judicial system's recognition of its innocence.

Management and co-ordination activities (pursuant to Article 37, subparagraph 2, Market Regulation issued by Consob)

The shareholding structure of SOL S.p.A. consists of a controlling shareholder, Gas and Technologies World B.V., (in turn controlled by Stichting Airvision, a Dutch foundation), which holds 59.978 % of the share capital.

Neither Gas and Technologies World B.V. nor Stichting Airvision manage and co-ordinate SOL S.p.A. pursuant to Article 2497 of the Italian Civil Code in that the majority shareholder, the holding company, only asserts the rights and privileges of each shareholder and does not deal with the management of the Company (fully entrusted to the independent decisions of the Board of Directors of SOL S.p.A.).

Major events occurred after the end of the first half-year and outlook for the current year

With reference to the period after June 30, 2025, the Swiss subsidiary Sitex S.A. acquired 100% of the share capital of CSAIR Sàrl, the subsidiary Behringer S.r.l. acquired a 70% stake in the share capital of BERMAN S.r.l., AIRSOL S.r.l., a wholly owned subsidiary of SOL S.p.A., acquired an 80% stake in the share capital of Aenduo S.r.l. and a 20% stake in BIOMETHAN GREEN 1 - SOCIETÀ AGRICOLA S.r.l.

Aldo Fumagalli Romario, Chairman of SOL S.p.A., concluded that, in line with the evolution of the international economic and geopolitical situation, with the trend in energy costs and with the resilience of the European economy and industrial production, the SOL Group will continue its growth path in the second half of 2025 through new investments in production and distribution, considering further acquisition opportunities and developing innovative and diversification projects. We confirm our objective of consolidating the good sales performance of the first half-year and maintaining profitability at good levels throughout the year.

The Chairman of the Board of Directors Aldo Fumagalli Romario

Monza, September 11, 2025

Condensed half-yearly consolidated financial statements as at June 30, 2025

Consolidated income statement

(amounts in thousands of Euro)

Notes

06.30.2025

%

06.30.2024

%

Revenues from sales and services

1

874,083

100.0%

779,564

100.0%

Other revenues and income

2

16,157

1.8%

14,166

1.8%

Revenues

890,240

101.8%

793,730

101.8%

Purchase of materials

223,516

25.6%

196,542

25.2%

Services rendered

234,909

26.9%

217,970

28.0%

Change in inventories

385

0.0%

(6,760)

-0.9%

Other costs

21,222

2.4%

17,787

2.3%

Total costs

3

480,033

54.9%

425,539

54.6%

Added value

410,207

46.9%

368,191

47.2%

Payroll and related costs

4

189,442

21.7%

166,890

21.4%

Gross operating margin

220,765

25.3%

201,300

25.8%

Depreciation/amortisation

5

81,842

9.4%

75,538

9.7%

Provisions and write-downs

5

4,073

0.5%

3,604

0.5%

Operating result

134,850

15.4%

122,158

15.7%

Financial income

2,902

0.3%

3,278

0.4%

Financial expense

(15,235)

-1.7%

(13,438)

-1.7%

Results from equity investments

(166)

0.0%

(215)

0.0%

Total financial income/(expense)

6

(12,499)

-1.4%

(10,375)

-1.3%

Profit (Loss) before income taxes

122,351

14.0%

111,783

14.3%

Income taxes

7

34,393

3.9%

33,306

4.3%

Net result from business activities

87,958

10.1%

78,477

10.1%

Net result from discontinued operations

0.0%

0.0%

(Profit)/Loss pertaining to minority interests

(4,435)

-0.5%

(3,553)

-0.5%

Net Profit/(Loss)

83,523

9.6%

74,924

9.6%

Earnings per share

0.921

0.826

Consolidated income statement - data for the quarter *

(amounts in thousands of Euro)

2Q 2025

%

2Q 2024

%

Revenues from sales and services

440,141

100.0%

394,648

100.0%

Other revenues and income

7,573

1.7%

7,923

2.0%

Revenues

447,713

101.7%

402,572

102.0%

Purchase of materials

109,341

24.8%

99,266

25.2%

Services rendered

119,614

27.2%

112,282

28.5%

Change in inventories

(257)

-0.1%

(3,641)

-0.9%

Other costs

10,980

2.5%

8,869

2.2%

Total costs

239,679

54.5%

216,776

54.9%

Added value

208,035

47.3%

185,796

47.1%

Payroll and related costs

97,517

22.2%

86,488

21.9%

Gross operating margin

110,518

25.1%

99,308

25.2%

Depreciation/amortisation

41,295

9.4%

37,780

9.6%

Provisions and write-downs

1,813

0.4%

1,211

0.3%

Operating result

67,410

15.3%

60,317

15.3%

Financial income

580

0.1%

1,427

0.4%

Financial expense

(7,125)

-1.6%

(6,371)

-1.6%

Results from equity investments

(153)

0.0%

(243)

-0.1%

Total financial income/(expense)

(6,698)

-1.5%

(5,187)

-1.3%

Profit (Loss) before income taxes

60,712

13.8%

55,130

14.0%

Income taxes

17,069

3.9%

16,133

4.1%

Net result from business activities

43,643

9.9%

38,997

9.9%

Net result from discontinued operations

0.0%

0.0%

(Profit)/Loss pertaining to minority interests

(2,216)

-0.5%

(1,576)

-0.4%

Net Profit/(Loss)

41,427

9.4%

37,422

9.5%

Earnings per share

0.457

0.413

* Data for the second quarter of 2025 and 2024 are not subject to limited audit.

Consolidated statement of comprehensive income

(amounts in thousands of Euro)

06.30.2025

06.30.2024

Profit/(Loss) for the year (A)

87,958

78,477

Components that will never be reclassified to the Income Statement

Actuarial gains/(losses)

55

412

Tax effect

(13)

(99)

Total components that will never be reclassified to the Income Statement (B1)

42

313

Components that may be reclassified to the Income Statement

Profits/(losses) on cash flow hedging instruments

(1,795)

(1,284)

Profits/(losses) deriving from conversion of financial statements of foreign

companies

(11,126)

1,558

Tax effect related to other profits (losses)

431

308

Total components that may be reclassified to the Income Statement (B2)

(12,490)

582

Total other profits/(losses) net of the tax effect (B1) + (B2) = (B)

(12,448)

895

Overall result for the period (A+B)

75,510

79,372

Attributable to:

- shareholders of the parent company

71,103

75,819

- minority interest

4,407

3,553

Consolidated statement of financial position

(amounts in thousands of Euro)

Notes

06.30.2025

12.31.2024

Tangible fixed assets

8

898,194

846,751

Goodwill

9

264,221

264,395

Other intangible fixed assets

10

52,848

50,187

Equity investments

11

26,712

27,233

Other financial assets

12

11,552

13,999

Deferred tax assets

13

21,570

18,145

NON-CURRENT ASSETS

1,275,096

1,220,710

Non-current assets held for sale

Inventories

14

110,754

112,001

Trade receivables

15

537,806

491,437

Other current assets

16

77,052

61,792

Current financial assets

17

20,341

21,411

Cash and cash equivalents

18

245,332

231,590

CURRENT ASSETS

991,286

918,231

TOTAL ASSETS

2,266,382

2,138,942

Share capital

47,164

47,164

Share premium reserve

63,335

63,335

Legal reserve

10,459

10,459

Reserve for treasury shares in portfolio

0

0

Other reserves

853,610

757,589

Retained earnings (accumulated loss)

1,317

1,319

Net Profit

83,524

147,698

Shareholders' equity - Group

1,059,409

1,027,563

Shareholders' equity - Minority interests

43,014

44,028

Profit pertaining to minority interests

4,435

7,259

Shareholders' equity - Minority interests

47,449

51,287

SHAREHOLDERS' EQUITY

19

1,106,858

1,078,851

Employee severance indemnities and benefits

20

20,283

19,939

Provision for deferred taxes

21

17,570

14,380

Provisions for risks and charges

22

11,316

10,860

Payables and other financial liabilities

23

678,119

594,350

NON-CURRENT LIABILITIES

727,288

639,530

Non-current liabilities held for sale

Amounts due to banks

6,289

4,199

Trade accounts payable

189,578

193,541

Other financial liabilities

99,030

97,301

Tax payables

38,741

33,961

Other current liabilities

98,597

91,561

CURRENT LIABILITIES

24

432,236

420,561

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

2,266,382

2,138,942

Consolidated cash flow statement

(amounts in thousands of Euro)

Notes

30.6.2025

30.6.2024

CASH FLOWS GENERATED BY OPERATING ACTIVITIES

Profit for the year

83,523

74,924

Minority interests in profit/loss

4,435

3,553

Adjustments to items not affecting liquidity

Depreciation/amortisation

5

81,842

75,538

Results from equity investments

6

166

215

Interest on loans and on bonds

6

9,181

8,466

Employee severance indemnities and benefits accrued

4

2,008

1,526

Provisions for risks and charges

22

4,073

(2,917)

Taxes for the period

7

34,393

33,306

Cash flow before changes in nwc

219,621

194,611

Changes in current assets and liabilities

Inventories

14

1,406

(6,752)

Trade receivables

15

(46,246)

(7,692)

Other assets

13 - 17

(19,194)

(18,742)

Suppliers

24

(4,306)

13,477

Other liabilities

4,847

16,197

Tax payables

(6,250)

(4,594)

Total changes in current assets and liabilities

(69,743)

(8,106)

Other adjustments for non-monetary items

(9,061)

(5,936)

Taxes paid

(22,663)

(13,290)

Cash flow generated by operating activities

118,154

167,279

CASH FLOWS GENERATED BY INVESTMENT ACTIVITIES

Acquisition of tangible fixed assets

8

(115,781)

(96,093)

Changes in right of use and other changes in tangible fixed assets

10

(12,071)

(18,388)

Increases in intangible assets

(5,586)

(13,668)

(Increase) decrease in non-current financial assets

13

2,493

7,399

(Increase) decrease of equity investments and business units

(1,798)

(11,432)

Total cash flow from investment activities

(132,743)

(132,182)

CASH FLOWS GENERATED BY FINANCING ACTIVITIES

Repayment of loans

(30,691)

(29,215)

Raising of new loans

115,796

53,101

Redemption of bonds

(7,147)

(11,936)

Undertaking bonds

0

0

Change in leases

9,643

4,618

Raising (repayment) of shareholders' loans

0

(30)

Dividends

19

(37,780)

(37,925)

Interest on loans and on bonds paid

(9,289)

(8,529)

Total cash flow from financing activities

40,532

(29,916)

Effect of exchange rate fluctuations

20

(14,292)

2,065

INCREASE (DECREASE) IN CASH IN HAND AND AT BANK

11,651

7,246

CASH IN HAND AND AT BANK AT BEGINNING OF YEAR

18-24

227,392

202,437

CASH IN HAND AND AT BANK AT END OF YEAR

18-24

239,043

209,683

Statement of changes in consolidated shareholders' equity

(amounts in thousands of Euro)

Share Share premium Legal

capital reserve reserve

Other Total Group Total Total

reserves Net Profit shareholders' minority shareholders'

equity interests equity

Balance as at 12.31.2023

47,164

63,335

10,459

661,920

145,732

928,611

46,515

975,126

Allocation of 2023 profit

-

-

-

112,173

(112,173)

-

-

Dividend distribution

(33,559)

(33,559)

(4,366)

(37,925)

Other consolidation changes

(4,250)

(4,250)

2,416

(1,834)

Profit (loss) for the financial year

894

74,924

75,819

3,553

79,372

Balance as at 06.30.2024

47,164

63,335

10,459

770,738

74,924

966,621

48,118

1,014,738

(amounts in thousands of Euro)

Share Share premium Legal

capital reserve reserve

Other Total Group Total Total

reserves Net Profit shareholders' minority shareholders'

equity interests equity

Balance as at 12.31.2024

47,164

63,335

10,459

758,907

147,698

1,027,563

51,287

1,078,851

Allocation of 2024 profit

-

-

-

112,325

(112,325)

-

-

Dividend distribution

(35,373)

(35,373)

(2,407)

(37,780)

Other consolidation changes

(3,884)

(3,884)

(5,839)

(9,723)

Profit (loss) for the financial year

(12,420)

83,523

71,103

4,407

75,510

Balance as at 06.30.2025

47,164

63,335

10,459

854,928

83,523

1,059,409

47,448

1,106,858

Notes to the Financial Statements

These condensed half-yearly consolidated financial statements have been drawn up in accordance with the International Accounting Principles (IFRS) established by the International Accounting Standards Board and approved by the European Union. The IFRS are understood to also be all the international accounting standards reviewed (IAS), all the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), previously known as the Standard Interpretations Committee ("SIC").

The Condensed half-yearly consolidated financial statements consist of Consolidated outline accounts accompanied by notes to the financial statements. The income statement has been drawn up with the allocation of the costs by nature; the Balance Sheet has been prepared in accordance with the format that highlights the separation of the "current/non-current" assets and liabilities, while the indirect method was adopted for the statement of cash flows, adjusting the profit for the period of non-monetary components. Statement of changes in shareholders' equity shows comprehensive income (expenses) for the year and other changes in Shareholders' Equity. The condensed half-yearly consolidated financial statements have been prepared on a going concern basis in that the Group's Directors have assessed that, despite the difficult economic and financial context, there are no significant uncertainties (as defined by IAS 1) as to the Company's ability to continue as a going concern.

In preparing these condensed half-yearly consolidated financial statements, drawn up in accordance with IAS 34 -Interim Financial Reporting, the accounting standards, valuation and consolidation criteria applied were those adopted in preparing the consolidated financial statements as at December 31, 2024, to which reference is made for a more extensive discussion. Moreover, this condensed consolidated half-yearly financial report was prepared in accordance with the International Accounting Standards applicable as from January 1, 2025, for which reference should be made to the following paragraph "Accounting standards, amendments and interpretations of the IFRS applied as from January 1, 2025".

The analysis of the income statement and the consolidated statement of financial position and cash flow statement has also been carried out, in accordance with the matters anticipated by IFRS 8, highlighting the contribution of the "Technical gases" and "Home-care service" activity sectors taken as primary sectors and providing the most important data relating to the activities by geographic area, Italy and the Rest of the world, identified as secondary sectors.

All the amounts are expressed in thousands of Euro unless otherwise specified.

Group composition and scope of consolidation

The condensed half-yearly consolidated financial statements comprise the financial statements as at June 30, 2025, of the SOL S.p.A. Parent Company and of the following companies, pursuant to Article 38, paragraph 2 of Italian Legislative Decree No. 127/91 as amended by the provisions of Italian legislative decree no. 139 of August 18, 2015 "Implementation of directive 2013/34/EU related to the financial statements, consolidated financial statements and related reports of certain types of companies, amending directive 2006/43/EC and repealing directives 78/660/EEC and 83/349/EEC, for the part related to the regulations of the financial statements and consolidated financial statements".

  1. directly or indirectly controlled subsidiaries, consolidated on a line-by-line basis (amounts of share capital expressed in currency units):

    Company name and registered office

    Notes

    Share capital

    Ownership percentage

    Direct

    Indirect

    Total

    AIRSOL S.r.l. - Monza

    EUR

    7,750,000

    100.00%

    100.00%

    ALLERSHAUSEN CARE GmbH - Neufahrn bei Freising

    EUR

    25,000

    100.00%

    100.00%

    BEHRINGER France S.a.r.l. - Saint Andre Lez Lille

    EUR

    10,000

    51.00%

    51.00%

    BEHRINGER S.r.l. - Genoa

    EUR

    102,000

    2.00%

    49.00%

    51.00%

    Bhoruka Specialty Gases Private Limited - Bangalore

    1

    INR

    204,080

    51.00%

    51.00%

    BiotechSol S.r.l. - Monza

    EUR

    110,000

    51.00%

    49.00%

    100.00%

    BLA SERVICOS HOSPITALARES LTDA. - San Paolo

    BRL

    15,708,333

    55.50%

    55.50%

    C.T.S. S.r.l. - Monza

    EUR

    156,000

    100.00%

    100.00%

    Centro Ortopedico Ferranti - Gruppo Vivitop Srl -Palermo

    EUR

    132,000

    33.15%

    33.15%

    Cryolab S.r.l. - Rome

    EUR

    509,021

    85.00%

    85.00%

    CRYOS S.r.l. - Peveragno

    EUR

    40,000

    100.00%

    100.00%

    DIATHEVA S.r.l. - Cartoceto

    EUR

    260,000

    95.00%

    95.00%

    Direct Medical Limited Company - Athlone

    EUR

    100

    100.00%

    100.00%

    DN GLOBAL HOMECARE LTDA. - Salvador

    BRL

    3,734,543

    74.00%

    74.00%

    Dolby Healthcare Limited - Stirling

    GBP

    300,100

    100.00%

    100.00%

    Dolby Medical Home Respiratory Care Limited -Stirling

    GBP

    15,100

    100.00%

    100.00%

    Energetika Z.J. d.o.o. - Jesenice

    EUR

    999,602

    100.00%

    100.00%

    FLOSIT S.A.S. - Casablanca

    MAD

    12,000,000

    99.97%

    0.03%

    100.00%

    France Oxygene Sarl - Templemars

    EUR

    1,300,000

    100.00%

    100.00%

    Freyco Kohlensäure Service GmbH - Gelsenkirchen

    EUR

    127,823

    100.00%

    100.00%

    GEBZE GAZ A.S. - Gebze

    TRY

    48,047,507

    85.00%

    85.00%

    GLOBAL CARE ASSISTENCIA DOMICILIAR LTDA. - San

    Paolo

    BRL

    10,736,528

    92.50%

    92.50%

    Green ASU Plant Private Limited - Bangalore

    2

    INR

    10,000,000

    100.00%

    100.00%

    GTH GAZE INDUSTRIALE S.A. - Bucharest

    RON

    14,228,583

    99.99%

    99.99%

    GTS Sh.p.K. - Tirana

    ALL

    292,164,000

    100.00%

    100.00%

    HYDROENERGY Sh.p.K. - Tirana

    ALL

    1,444,108,950

    96.04%

    96.04%

    I.C.O.A. S.r.l. - Vibo Valentia

    EUR

    45,760

    97.60%

    97.60%

    Il Point S.r.l. - Verona

    EUR

    98,800

    100.00%

    100.00%

    Industrias Criogenica Del Peru S.A.C. - Lima

    PEN

    1,610,000

    50.01%

    50.01%

    Intensivpflegedienst Kompass GmbH - Munich

    EUR

    25,000

    100.00%

    100.00%

    Irish Oxygen Company Limited - Cork

    EUR

    697,802

    50.01%

    50.01%

    ITOP ORTOPEDIE ASSOCIATE Srl - Palestrina

    EUR

    10,400

    51.00%

    51.00%

    ITOP SERVIZI Srl - Palestrina

    EUR

    10,000

    51.00%

    51.00%

    ITOP SpA Officine Ortopediche - Palestrina

    EUR

    400,000

    51.00%

    51.00%

    JML SERVICOS HOSPITALARES LTDA. - San Paolo

    BRL

    24,797,590

    55.50%

    55.50%

    KSD KOHLENSAURE-DIENST GmbH - Bretzfeld

    EUR

    30,000

    100.00%

    100.00%

    MBAR Assistance Respiratoire S.a.s. - Ballan Mire

    EUR

    7,622

    100.00%

    100.00%

    Medair Oxygen Solution S.r.l. - Slatina

    RON

    600

    70.01%

    70.01%

    MEDES Srl - Giussago

    EUR

    10,400

    51.00%

    51.00%

    MEDSEVEN sp.zo.o. - Osielsko

    PLN

    646,000

    100.00%

    100.00%

    Medtek Medizintechnik GmbH - Grunstadt

    EUR

    85,000

    100.00%

    100.00%

    MEL a.d. - Trn

    BAM

    2,005,830

    80.00%

    80.00%

    Midiperf Sante LR - Vendargues

    EUR

    21,000

    100.00%

    100.00%

    Midiperf Sante France SAS - Vendargues

    EUR

    632,500

    100.00%

    100.00%

    MTE Medical Technology and Engineering S.r.l. -Surbo

    EUR

    66,489

    75.00%

    25.00%

    100.00%

    ORTHOHUB Srl - Palestrina

    EUR

    10,000

    51.00%

    51.00%

    P PAR PARTICIPACOES LTDA. - San Paolo

    BRL

    39,450,845

    92.50%

    92.50%

    p.a.c. Gasservice GmbH - Herne

    EUR

    52,000

    100.00%

    100.00%

    PALLMED sp.zo.o. - Bydgoszcz

    PLN

    800,802

    100.00%

    100.00%

    Personal Genomics S.r.l. - Verona

    EUR

    112,149

    100.00%

    100.00%

    Pielmeier Medizintechnik GmbH - Taufkirchen

    EUR

    25,000

    100.00%

    100.00%

    Polar Ice Limited - Portarlington

    EUR

    3,672

    61.00%

    61.00%

    POR GROUP Srl - Rome

    EUR

    30,000

    51.00%

    51.00%

    Portare Distribuidora de Produtos e Servicos Medico-Hospitalar Ltda. - San Paolo

    BRL

    2,000,000

    92.50%

    92.50%

    Profi Gesundheits - Service GmbH - Weiler bei Bingen

    EUR

    25,000

    100.00%

    100.00%

    PRONEP LAR INTERNACAO DOMICILIAR S.A. - Rio de

    Janeiro

    BRL

    67,918,209

    85.00%

    85.00%

    PRONEP SAO PAULO - SERVICOS ESPECIALIZADOS

    DOMICILIARES E HOSPITALARES LTDA. - San Paolo

    BRL

    1,181,200

    85.00%

    85.00%

    RESPITEK A.S. - Istanbul

    TRY

    76,667,653

    70.00%

    70.00%

    Shanghai BoHao Health Service Co., Ltd. - Shanghai

    CNY

    10,000,000

    59.29%

    59.29%

    Shanghai Jiawei Medical Gas Co. Ltd. - Shanghai

    CNY

    1,000,000

    70.00%

    70.00%

    Shanghai Mu Kang Medical Device Distribution Service Co. Ltd. - Shanghai

    CNY

    5,000,000

    90.00%

    90.00%

    Shanghai Shenwei Medical Gas Co. Ltd - Shanghai

    CNY

    10,000,000

    90.00%

    90.00%

    Servicios Integrales de Soporte a la Electromedicina

    S.L. - Barcelona

    EUR

    150,000

    51.00%

    51.00%

    Sisemed Unipessoal Lda. - Lisbon

    EUR

    3,000

    51.00%

    51.00%

    SITEX MAD Sa - Plan-les-Ouates

    CHF

    110,000

    100.00%

    100.00%

    SITEX SA - Plan-les-Ouates

    CHF

    400,000

    100.00%

    100.00%

    SOL B S.r.l. - Lessines

    EUR

    5,508,625

    100.00%

    100.00%

    SOL Bulgaria E.A.D. - Sofia

    BGN

    19,305,720

    100.00%

    100.00%

    SOL CROATIA d.o.o. - Pula

    EUR

    2,328,440

    100.00%

    100.00%

    SOL Deutschland GmbH - Krefeld

    EUR

    7,000,000

    100.00%

    100.00%

    SOL France S.a.s. - Eragny

    EUR

    13,000,000

    100.00%

    100.00%

    SOL Gas Primari S.r.l. - Monza

    EUR

    500,000

    100.00%

    100.00%

    SOL GROUP LAB S.r.l. - Costabissara

    EUR

    100,000

    100.00%

    100.00%

    SOL HELLAS S.A. - Maroussi

    EUR

    12,126,063

    99.81%

    99.81%

    SOL HUNGARY KFT - Dunaharaszti

    HUF

    50,020,000

    100.00%

    100.00%

    SOL Hydropower d.o.o. - Skopje

    MKD

    2,460,200

    100.00%

    100.00%

    SOL India Private Limited - Chennai

    INR

    703,991,650

    100.00%

    100.00%

    SOL Kohlensaure GmbH & Co. KG - Burgbrohl

    EUR

    20,000

    100.00%

    100.00%

    SOL Kohlensaure Verwaltungs GmbH - Burgbrohl

    EUR

    25,000

    100.00%

    100.00%

    SOL Kohlensaure Werk GmbH & Co. KG - Burgbrohl

    EUR

    10,000

    100.00%

    100.00%

    SOL Nederland B.V. - Tilburg

    EUR

    2,295,000

    100.00%

    100.00%

    SOL Real Estate Deutschland GmbH - Neufahrn bei Freising

    EUR

    25,000

    100.00%

    100.00%

    SOL SEE d.o.o. - Skopje

    MKD

    497,554,300

    97.16%

    2.84%

    100.00%

    SOL Slovakia s.r.o. - Bratislava

    EUR

    75,000

    100.00%

    100.00%

    SOL Srbija d.o.o. - Nova Pazova

    RSD

    317,193,834

    67.16%

    32.84%

    100.00%

    SOL T.G. GmbH - Wiener Neustadt

    EUR

    5,726,728

    100.00%

    100.00%

    SOL TK A.S. - Istanbul

    TRY

    331,812,103

    100.00%

    100.00%

    SoleoMed GmbH - Merklingen

    EUR

    26,000

    80.00%

    80.00%

    SOL-K Sh.p.K. - Gracanica

    EUR

    2,010,000

    99.72%

    0.28%

    100.00%

    SPG - SOL Plin Gorenjska d.o.o. - Jesenice

    EUR

    8,220,664

    54.85%

    45.15%

    100.00%

    SpitexAloha GmbH - Basel

    CHF

    20,000

    100.00%

    100.00%

    SPITEX PERSPECTA AG - Basel

    CHF

    100,000

    100.00%

    100.00%

    Sterimed S.r.l. - Surbo

    EUR

    100,000

    100.00%

    100.00%

    Swissgas Del Ecuador S.A.S. - Guayaquil

    USD

    13,200,000

    50.01%

    50.01%

    T.P.J. d.o.o. - Jesenice

    EUR

    2,643,487

    64.11%

    35.89%

    100.00%

    TGP A.D. - Petrovo

    BAM

    1,177,999

    61.45%

    26.04%

    87.49%

    TGS d.o.o. - Skopje

    MKD

    419,220,422

    100.00%

    100.00%

    TGT A.D. - Trn

    BAM

    970,081

    75.18%

    75.18%

    UNIT CARE SERVICOS MEDICOS LTDA. - San Paolo

    BRL

    2,084,000

    94.75%

    94.75%

    VITORIA MEDICINA DOMICILIAR LTDA. - Vitoria

    BRL

    2,092,845

    85.00%

    85.00%

    Vivicare GmbH - Neufahrn bei Freising

    EUR

    25,000

    100.00%

    100.00%

    Vivicare Holding GmbH - Neufahrn bei Freising

    EUR

    25,000

    100.00%

    100.00%

    VIVISOL Adria d.o.o. - Mengeš

    EUR

    7,500

    100.00%

    100.00%

    VIVISOL B Srl - Lessines

    EUR

    162,500

    0.08%

    99.92%

    100.00%

    VIVISOL Brasil Ltda. - San Paolo

    BRL

    18,159,000

    100.00%

    100.00%

    Vivisol Calabria S.r.l. - Vibo Valentia

    EUR

    10,400

    98.32%

    98.32%

    VIVISOL Czechia s.r.o. - Praga

    CZK

    100,000

    100.00%

    100.00%

    VIVISOL Deutschland GmbH - Neufahrn bei Freising

    EUR

    2,500,000

    100.00%

    100.00%

    VIVISOL France Sarl - Vaux Le Penil

    EUR

    3,503,600

    100.00%

    100.00%

    VIVISOL GULF MEDICAL EQUIPMENT RENTAL L.L.C -

    Dubai

    AED

    300,000

    100.00%

    100.00%

    VIVISOL Heimbehandlungsgeräte GmbH - Vienna

    EUR

    726,728

    100.00%

    100.00%

    VIVISOL Hellas S.A. - Athens

    EUR

    1,879,716

    99.95%

    99.95%

    VIVISOL Iberica S.L.U. - Arganda del Rey

    EUR

    5,500,000

    100.00%

    100.00%

    VIVISOL Intensivservice GmbH - Regensburg

    EUR

    40,000

    100.00%

    100.00%

    VIVISOL Napoli S.r.l. - Marcianise

    EUR

    98,800

    87.00%

    87.00%

    VIVISOL Nederland B.V. - Tilburg

    EUR

    500,000

    100.00%

    100.00%

    VIVISOL Portugal Unipessoal LDA - Condeixa-a-Nova

    EUR

    100,000

    100.00%

    100.00%

    VIVISOL Silarus Srl - Battipaglia

    EUR

    18,200

    60.90%

    60.90%

    VIVISOL Srl - Monza

    EUR

    2,600,000

    51.00%

    49.00%

    100.00%

    WIP Weiterbildung in der Pflege GmbH - Neufahrn

    bei Freising

    EUR

    25,000

    100.00%

    100.00%

    WonsakKohlensaure-Service GmbH - Hamburg

    EUR

    25,000

    55.00%

    55.00%

    1. The Group's share as at June 30, 2025, includes a 5.40 % equity investment of Simest SpA; under an agreement entered into between Sol SpA and SIMEST SpA on November 25, 2022, SOL SpA is under obligation to repurchase the entire Simest SpA share by November 30, 2030.

    2. The Group's share as at June 30, 2025, includes a 47.44 % equity investment of Simest SpA; under an agreement entered into between Sol SpA and SIMEST SpA on November 25, 2022, SOL SpA is under obligation to repurchase the entire Simest SpA share by November 30, 2030.

  2. jointly controlled companies, consolidated by adopting the equity method (amounts of share capital expressed in currency units):

    Company Name and Registered Office

    Share capital

    Ownership

    percentage

    Consorzio EcoDue - Monza

    EUR

    800,000

    50.00%

    CT Biocarbonic GmbH - Zeitz

    EUR

    50,000

    49.80%

  3. non-consolidated subsidiary and associated companies, carried at cost (amounts of share capital expressed in currency units):

    Company Name and Registered Office

    Share capital

    Ownership

    percentage

    FLOSIT PHARMA S.A.S. - Casablanca

    MAD

    5,000,000

    100.00%

    GTE sl - Barcelona

    EUR

    12,020

    100.00%

    SOMNOmedics GmbH - Randersacker

    EUR

    30,000

    15.00%

    ZDS JESENICE d.o.o. - Jesenice

    EUR

    10,000

    75.00%

    FLOSIT PHARMA S.A. and G.T.E. Sl were not consolidated in that they were inactive and not relevant for the purposes of giving a true and fair view of the financial position, the results of the operations and the cash flows of the Group.

    The company SOMNOmedics GmbH has not been consolidated since it is a non-controlling interest. ZDS Jesenice d.o.o. was not consolidated since it is administered by a minority shareholder.

  4. associated companies, consolidated by adopting the equity method (amounts of share capital expressed in currency units):

Company Name and Registered Office

Share capital

Ownership

percentage

CONSORGAS Srl - Milan

EUR

500,000

25.79%

NEMO LAB Srl - Milan

EUR

14,286

30.00%

Nippon Sanso Shenwei Gases Co. Ltd - Shanghai

CNY

18,224,460

31.62%

OXY TECHNICAL GASES d.o.o. - Karlovac

EUR

13,500,000

40.00%

Shanghai ShenWei Gas Filling Co. Ltd - Shanghai

CNY

1,000,000

36.50%

Finally, equity investments in other companies were carried at fair value through profit and loss, as they cannot be included among subsidiary and associated companies.

The scope of consolidation between June 30, 2025, and December 31, 2024, underwent the following changes:

  • with the inclusion of Freyco Kohlensäure Service GmbH, acquired in September 2025,

  • with the increase in the shareholdings in CRYOS S.r.l. from 85.00% to 100.00%,

  • with the increase in the shareholdings in DIATHEVA S.r.l. from 91.68 % to 95.00%,

  • with the increase in the shareholdings in IL POINT S.r.l. from 81.00 % to 100.00%,

  • with the increase in shareholdings in SOL HELLAS S.A. from 99.76% to 99.81%,

  • with the increase in shareholdings in VIVISOL NAPOLI S.r.l. from 81.00% to 87.00%,

  • with the decrease in shareholdings in CT Biocarbonic GmbH from 50.00% a 49.80%,

  • with the inclusion of Shanghai BoHao Health Service Co., Ltd. following an increase in shareholdings from 49.00% to 84.70%,

  • with the exclusion of ANAPNOI MONOPROSOPI IKE, which merged with VIVISOL Hellas S.A. on January 1, 2025.

Accounting and consolidation principles

General principles

Further to the enforcement of Legislative Decree no. 38 of February 28, 2005, implementing in the Italian regulations the European Regulation No. 1606 of July 19, 2002, starting from January 1, 2005, the SOL Group adopted the international accounting standards (IAS/IFRS) issued by the International Accounting Standard Board (IASB), as approved by the European Union.

Use of estimates

The preparation of the financial statements and the related notes in accordance with the IFRS requires management to make estimates and assumptions that have an effect on the values of the financial statement revenues, costs, assets and liabilities and on the disclosures relating to the potential assets and liabilities as of the reporting date.

In general, the use of estimates is particularly relevant for provisions for bad debts, impairment tests, employee benefits, taxation, provisions for risks, determining the lease term.

The SOL Group does not carry on activities characterised by significant seasonal or cyclical changes in total sales for the year.

Income taxes are calculated based on the best estimate of the expected rate for the whole financial year.

Consolidation of foreign companies

All the assets and liabilities of foreign companies denominated in currency other than the Euro that are included within the scope of consolidation are converted using the exchange rates in force at the reporting date (current exchange rate method). Income and costs are translated using the average rate for the year. The exchange differences emerging from the application of this method are classified as an equity account until the equity investment is disposed of.

Goodwill and adjustments to the fair value generated by the acquisition of a foreign company are stated in the relevant currency and translated using the period-end exchange rate.

The exchange rates used for converting the financial statements not expressed in Euro are indicated in the table below:

Currency

Exchange rate on

06.30.2025

Average exchange rate

1st half of 2025

Exchange rate on

12.31.2024

Average exchange rate

2024

Exchange rate on

06.30.2024

Average exchange rate

1st half of 2024

Czech Koruna

Euro

0.04041

Euro

0.04000

Euro

0.03971

Euro

0.03981

Euro

0.03996

Euro

0.03997

Macedonian dinar

Euro

0.01624

Euro

0.01624

Euro

0.01628

Euro

0.01624

Euro

0.01623

Euro

0.01624

Serbian dinar

Euro

0.00853

Euro

0.00853

Euro

0.00856

Euro

0.00854

Euro

0.00854

Euro

0.00854

Emirates Dirham

Euro

0.23233

Euro

0.24912

Euro

0.26210

Euro

0.25157

Euro

-

Euro

-

Moroccan dirham

Euro

0.09450

Euro

0.09560

Euro

0.09511

Euro

0.09297

Euro

0.09385

Euro

0.09232

US Dollar

Euro

0.85324

Euro

0.91489

Euro

0.96256

Euro

0.92387

Euro

0.93414

Euro

0.92491

Hungarian forint

Euro

0.00250

Euro

0.00247

Euro

0.00243

Euro

0.00253

Euro

0.00253

Euro

0.00256

Swiss franc

Euro

1.06986

Euro

1.06230

Euro

1.06247

Euro

1.04976

Euro

1.03799

Euro

1.03999

Albanian lek

Euro

0.01020

Euro

0.01013

Euro

0.01020

Euro

0.00993

Euro

0.00996

Euro

0.00978

Bulgarian lev

Euro

0.51130

Euro

0.51130

Euro

0.51130

Euro

0.51130

Euro

0.51130

Euro

0.51130

Turkish Lira

Euro

0.02147

Euro

0.02432

Euro

0.02722

Euro

0.02811

Euro

0.02842

Euro

0.02842

Convertible mark

Euro

0.51129

Euro

0.51129

Euro

0.51129

Euro

0.51129

Euro

0.51129

Euro

0.51129

New Romanian leu

Euro

0.19691

Euro

0.19984

Euro

0.20103

Euro

0.20102

Euro

0.20091

Euro

0.20104

Nuevo Sol

Euro

0.24039

Euro

0.24887

Euro

0.25606

Euro

0.24615

Euro

0.24377

Euro

0.24657

Brazilian real

Euro

0.15532

Euro

0.15896

Euro

0.15563

Euro

0.17158

Euro

0.16974

Euro

0.18200

Indian rupee

Euro

0.00994

Euro

0.01063

Euro

0.01124

Euro

0.01104

Euro

0.01120

Euro

0.01111

British pound

Euro

1.16891

Euro

1.18720

Euro

1.20601

Euro

1.18117

Euro

1.18150

Euro

1.17021

Yuan Renminbi

Euro

0.11909

Euro

0.12617

Euro

0.13187

Euro

0.12841

Euro

0.12862

Euro

0.12819

Polish Zloty

Euro

0.23572

Euro

0.23635

Euro

0.23392

Euro

0.23224

Euro

0.23207

Euro

0.23166

Hyperinflationary economies

The SOL Group controls companies based in Turkey, a country that has been defined as having high inflation in 2022, as the cumulative inflation rate over the last three years has exceeded 100 %. According to the accounting standard IAS 29 Financial Reporting in Hyperinflationary Economies, the financial statements of Turkish companies must be restated according to specific procedures and a valuation process, in order to eliminate the distorting effects of the loss of the purchasing power of money.

In the income statement, costs and revenues are revalued by applying the change in the general consumer price index. With regard to the balance sheet, monetary items are not revalued as they are already expressed in the current unit of measurement at the end of the reporting period; On the other hand, non-monetary assets and liabilities are revalued from the date of initial recognition to the end of the reporting period.

The financial statements are translated into Euro by applying the period-end exchange rate for both balance sheet and income statement items.

Accounting standards, amendments and interpretations of the IFRS applied as from January 1, 2025

The Group applied the following accounting standards, amendments and interpretations of the IFRS for the first time as from January 1, 2025:

  • On August 15, 2023, the IASB published the document called "Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability". The amendments to IAS 21 specify how an entity should consider whether a currency is convertible and how it should determine the spot exchange rate when convertibility is absent. The amendments also require the disclosure of information that enables users of the financial statements to understand how the currency that is not convertible into another currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows. The amendments shall take effect for financial years beginning on or after January 1, 2025. These amendments had no significant impact on the Group's financial statements for the period under review.

    IFRS and IFRIC accounting standards, amendments and Interpretations applicable to financial statements for financial years beginning after January 1, 2025, and/or documents not yet approved by the EU as at June 30, 2025

    At the end of the reporting period, the competent bodies of the European Union have not yet completed the approval process required to adopt the amendments and standards described below:

    • IFRS 18 Presentation and Disclosure in Financial Statements

      On April 9, 2024, the IASB published a new standard IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1 Presentation of Financial Statements. The new standard aims to improve the presentation of the main financial statements and introduces significant changes with regard to the income statement. The new standard will become effective beginning on January 1, 2027, but earlier application is permitted. The directors are currently assessing the possible effects of the introduction of their new standard on the Group's consolidated financial statements.

    • Amendments to the Classification and Measurement of Financial Instruments-Amendments to IFRS 9 and IFRS 7

      On May 30, 2024, the IASB published the document "Amendments to the Classification and Measurement of Financial Instruments-Amendments to IFRS 9 and IFRS 7″. The paper clarifies a number of problematic issues that have emerged from the post-implementation review of IFRS 9, including the accounting treatment of financial assets whose returns vary when ESG objectives are met (i.e. green bonds). With these amendments, the IASB also introduced additional disclosure requirements for investments in equity instruments designated as FVOCI. The amendments will apply as from the financial statements for financial years beginning on or after January 1, 2026. The directors do not expect a significant effect on the Group's consolidated financial statements through the adoption of this amendment.

    • IFRS 19 Subsidiaries without Public Accountability: Disclosures

      In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to reduce their disclosure requirements while continuing to apply the recognition, measurement and presentation requirements in other IFRS accounting standards. To be eligible, an entity must be a subsidiary as defined in IFRS 19 at the end of the financial year, it must not have "public accountability" and it must have a parent company (ultimate or intermediate) that presents consolidated financial statements that are publicly available and prepared in accordance with IFRS accounting standards. IFRS 19 will become effective for financial years beginning on or after January 1, 2027, with early application permitted.

    • Annual improvements Volume 11

The IASB's annual improvement project provides a simplified process for efficiently managing a series of amendments to IFRS. The main objective of the process is to improve the quality of the standards by amending existing IFRSs to clarify guidelines and wording, or to correct relatively minor unintended consequences, conflicts or oversights. The Group will adopt these new standards, amendments and interpretations, based on

the expected date of application, once they have been approved by the European Union. At present, the assessment of the possible effects of introducing these amendments on the consolidated financial statements is being verified.

Notes

Income statement

1. Net sales

Balance as at

06.30.2025

874,083

Balance as at

06.30.2024

779,564

Change

94,519

Revenues by type of business break down as follows:

Description

06.30.2025

06.30.2024

Change

Technical gases

425,298

388,462

36,836

Home care

448,785

391,102

57,683

Total

874,083

779,564

94,519

Reference should be made to the "Operating performance" section and to the analysis of the results by type of business for the relevant comments.

The effect of applying IAS 29 "Financial Reporting in Hyperinflationary Economies" to companies in Turkey was insignificant.

2. Other revenues and income

Balance as at

06.30.2025

16,157

Balance as at

06.30.2024

14,166

Change

1,991

The item "Other revenues and income" breaks down as follows:

Description

06.30.2025

06.30.2024

Change

Capital gains on disposal

1,571

634

937

Grants received

696

346

350

Real estate rentals

583

256

327

Other

13,307

12,929

2,261

Total

16,157

14,166

1,991

3. Total costs

Balance as at

06.30.2025

480,033

Balance as at

06.30.2024

425,539

Change

54,493

The breakdown of the item is as follows:

Description

06.30.2025

06.30.2024

Change

Purchase of materials

223,516

196,542

26,974

Services rendered

234,909

217,970

16,939

Change in inventories

385

(6,760)

7,145

Other costs

21,222

17,787

3,435

Total

480,033

425,539

54,493

The item "Purchases of materials" includes purchases of gas and materials, electricity, water, diesel and methane for production, subject to price fluctuations in line with market trends.

The item "Services rendered" includes costs of transports, maintenance, third-party services, consultancy and insurances.

The item "Other costs" includes rentals, taxes other than income tax, contingent liabilities and capital losses.

  1. Payroll and related costs

    Balance as at

    06.30.2025

    189,442

    Balance as at

    06.30.2024

    166,890

    Change

    22,552

    The breakdown of the item is as follows:

    Description

    06.30.2025

    06.30.2024

    Change

    Wages and salaries

    148,192

    131,338

    16,854

    Social security charges

    39,242

    34,027

    5,216

    Employee severance indemnities

    2,008

    1,526

    483

    Total

    189,442

    166,890

    22,552

  2. Amortisation/depreciations, provisions and write-downs, non-recurring expenses

    Balance as at

    06.30.2025

    85,915

    Balance as at

    06.30.2024

    79,142

    Change

    6,773

    The breakdown of the item is as follows:

    Description

    06.30.2025

    06.30.2024

    Change

    Depreciation/amortisation

    81,842

    75,538

    6,304

    Provisions and write-downs

    4,073

    3,604

    469

    Total

    85,915

    79,142

    6,773

    The breakdown of the item "Amortisation and depreciation" of intangible and tangible fixed assets and rights of use by asset category is presented below:

    Depreciation of tangible fixed assets and Rights of use

    Description

    06.30.2025

    06.30.2024

    Change

    Land

    245

    215

    30

    Buildings

    9,860

    9,155

    705

    Plant and machinery

    11,175

    11,616

    (441)

    Industrial and commercial equipment

    44,272

    40,788

    3,485

    Other assets

    10,986

    9,751

    1,235

    Total

    76,538

    71,525

    5,013

    The increase in depreciation is linked to investments made during the period, amounting to Euro 116.3 million.

    Depreciation of tangible fixed assets

    Description

    06.30.2025

    06.30.2024

    Change

    Buildings

    3,458

    3,095

    363

    Plant and machinery

    11,150

    11,596

    (446)

    Industrial and commercial equipment

    44,246

    40,751

    3,495

    Other assets

    4,997

    4,491

    505

    Total

    63,851

    59,934

    3,916

    Right-of-use depreciation

    Description

    06.30.2025

    06.30.2024

    Change

    Land

    245

    215

    30

    Buildings

    6,402

    6,060

    342

    Plant and machinery

    25

    19

    5

    Industrial and commercial equipment

    26

    37

    (10)

    Other assets

    5,990

    5,260

    730

    Total

    12,688

    11,591

    1,097

    Amortisation of other intangible fixed assets

    Description

    06.30.2025

    06.30.2024 Change

    Development costs

    844

    133

    711

    Patents and rights to use patents of others

    76

    71

    5

    Concessions, licences and trademarks

    4,030

    3,357

    673

    Other

    353

    452

    (99)

    Total

    5,304

    4,013

    1,290

    The breakdown of the item "Provisions and write-downs" is as follows:

    Description

    30.6.2025

    30.6.2024

    Change

    Provisions for bad debts

    2,677

    3,372

    (695)

    Provisions for risks

    832

    232

    600

    Write-downs of tangible fixed assets and ROU

    564

    564

    Total

    4,073

    3,604

    469

  3. Financial income / (expenses)

Balance as at

06.30.2025

(12,499)

Balance as at

06.30.2024

(10,375)

Change

(2,124)

The breakdown of the item is as follows:

Description

06.30.2025

06.30.2024

Change

Financial income

2,902

3,278

(376)

Financial expense

(15,235)

(13,438)

(1,798)

Results from equity investments

(166)

(215)

50

Total

(12,499)

(10,375)

(2,124)

The breakdown of the item "Financial income" is as follows:

Description

06.30.2025

06.30.2024

Change

From equity investments in other companies

8

0

7

From long-term receivables

23

289

(266)

Interest on investment securities

1

1

1

Interests on securities not held as fixed assets

72

61

10

Interest on banks and postal accounts

801

1,117

(316)

Interest from customers

491

138

353

Exchange rate gains

910

1,122

(212)

Other financial income

596

550

47

Total

2,902

3,278

(376)

For further information on derivatives, see paragraph "Payables and other financial liabilities".

The breakdown of the item "Financial expense" is as follows: