Tesmec S p A : Annual Financial Report 2025 - Courtesy copy

Published April 2, 2026 at 4:39 p.m. UTC

Source: MarketScreener

Investor Relator

Fjorela Puce

Tel: +39 035 4232911 - Fax: +39.035.3844606

Tesmec S.p.A.

Registered Office: Piazza Sant'Ambrogio, 16 - 20123 Milan Fully paid-up share capital as at 31 December 2025 Euro 15,702,162

Milan Register of Companies no. 1360673 Tax and VAT code: 10227100152

Website: https://www.tesmec.com Switchboard: +39 035 4232911

TABLE 0F C0NTENTS C0MP0SITI0N 0F THE C0RP0RATE B0DIES 7 GR0UP STRUCTURE 9 HIGHLIGHTS 11 REP0RT 0N 0PERATI0NS 13 Letter to Stakeholders 14 Guide to the document 16

The Tesmec Group 17
1. Energy segment 17
2. Trencher segment 17
3. Rail segment 17
Reference context 18
1. Introduction 18
2. 2025 Results 19
  2.3. Outlook for 2026 21
  1. Tesmec on the Stock Exchange Market 22
  2. Significant events occurred in the period and change in the corporate structure 22
  3. Assets and liabilities held for sale 24
Group economic and financial results and performance 25
1. Alternative performance measures 25
2. Management performance of the main subsidiary companies and Joint Ventures 26
3. Consolidated income statement 27
4. Income Statement by segment 30
5. Balance sheet and financial profile 32
6. Main risks and uncertainties to which the Tesmec Group is exposed 35
7. Parent company management performance 40
Sustainability reporting 43
1. General disclosures 43
2. Environmental topics 84
3. Social issues 134
4. Governance topics 170
  Annex 1 - ESRS content index 184 Annex 2 - EU legislation index 187
0ther information 190
1. Management and co-ordination activities 190
2. Management and co-ordination activities by Tesmec S.p.A. 190
3. Places where the Company operates 190
4. Treasury shares and shares of parent companies 190
5. Equity investments held by Directors and Statutory Auditors 190
6. Directors and Statutory Auditors 190
7. Information on Significant Companies outside the EU 191
8. Related party transactions 191

Significant events occurred after the reporting year 191
1. Business outlook 191

C0NS0LIDATED FINANCIAL STATEMENTS 0F THE TESMEC GR0UP 193

Consolidated statement of financial position 194

Consolidated income statement 196

Consolidated statement of comprehensive income 197

Statement of consolidated cash flows 198

Statement of changes in consolidated shareholders' equity 199

Explanatory Notes 200

Certificate of the Consolidated financial statements pursuant to Article 81-ter of CONSOB Regulation no. 11971 of 14 May 1999 as amended 259

FINANCIAL STATEMENTS 0F TESMEC S.P.A. 261

Statement of financial position 262

Income statement 264

Comprehensive income statement 265

Cash flow statement 266

Statement of changes in shareholders' equity 267

Explanatory Notes 268

Certificate of the Separate financial statements pursuant to Article 81-ter of CONSOB

Regulation no. 11971 of 14 May 1999 as amended 319

ANNEXES 321 N0TICE 0F CALL 323 DRAFT RES0LUTI0N 0F ALL0CATI0N 0F PR0FIT 0R L0SS F0R THE YEAR 329 INDEPENDENT AUDIT0R'S REP0RT 0N THE C0NS0LIDATED SUSTAINABILITY REP0RTING 333 INDEPENDENT AUDIT0R'S REP0RT 0N THE C0NS0LIDATED FINANCIAL STATEMENTS 339 INDEPENDENT AUDIT0R'S REP0RT 0N THE FINANCIAL STATEMENTS 349 REP0RT 0F THE B0ARD 0F STATUT0RY AUDIT0RS T0 THE SHAREH0LDERS' MEETING 359

C0MP0SITI0N 0F THE C0RP0RATE B0DIES

Board of Directors

(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027)

Chairman Ambrogio Caccia Dominioni

Vice Chairman Gianluca Bolelli

Chief Executive Officer Caterina Caccia Dominioni

Chief Executive Officer Carlo Caccia Dominioni Simone Andrea Crolla (*)

Emanuela Teresa Basso Petrino (*)

Anna Casiraghi (*) Nicola Gavazzi (*) Francesca Marino (*)

Antongiulio Marti

(*) Independent Directors

Board of Statutory Auditors

(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027)

Chairman Simone Cavalli

Statutory auditors Attilio Massimo Franco Marcozzi Alice Galimberti

Alternate auditors Alessandra Butini

Adelio Bollini

Members of the Control and Risk, Sustainability and Related Parties Transactions Committee

(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027)

Chairperson Emanuela Teresa Basso Petrino

Members Francesca Marino

Antongiulio Marti

Members of the Remuneration and Appointments Committee

(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027)

Chairperson Nicola Gavazzi

Members Emanuela Teresa Basso Petrino

Gianluca Bolelli

Director in charge of the internal Caterina Caccia Dominioni

control and risk management system

Manager responsible for preparing the Company's Ruggero Gambini

financial statements

Independent Auditors Deloitte & Touche S.p.A.

GR0UP STRUCTURE

(1) The remaining 49% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the equity investment in Tesmec SA is consolidated on a 100% basis.

(2) The remaining 49% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the equity investment in Tesmec Australia (Pty) Ltd. is consolidated on a 100% basis.

(3) The remaining 51% is held by Fusion Middle East Services WLL. By virtue of de facto control for accounting purposes, the equity investment in Tesmec Peninsula WLL is consolidated at 99%.

HIGHLIGHTS

Economic performance (Euro in millions)	2025	2024	2023
Revenues	257.6	239.5	236.0
EBITDA	40.5	41.1	32.8
EBIT	19.5	20.4	13.0
Net result	1.7	(5.2)	(3.0)

Financial performance (Euro in millions)	2025	2024	2023
Net Invested Capital	204.2	224.6	231.7
Net Financial Indebtedness	130.4	147.0	153.5
Shareholders' Equity	73.7	77.6	78.2

Environment	2025	2024	2023
Total energy consumption - MWh	14,503.0	18,979.1	19,386.5
Energy intensity (MWh consumption / Revenues)	0.0563	0.0751	0.0770
Total direct (Scope 1 GHG) and indirect (Scope 2 GHG market-based) 2,991.0 4,152.9 5,531.5
emissions/t CO2e
Sustainability Policy; Health, Safety and Environmental Policy

Human Resources	2025	2024	2023
Number of employees as at 31 December	919	988	1,026
Gender diversity - female gender share (% of total employees)	15.9%	16.4%	15.6%
Training - average hours of training per employee	11.6	7.2	8.6
Health and safety - Accident frequency rate (No. of accidents/hours worked x 1,000,000)	3.00	12.31	12.94
Female presence on the BoD	40%	40%	40%

Quality & supply chain	2025	2024	2023
Suppliers selected on environmental criteria	5.8%	8.0%	5.5%
Products with ISO 14067 Standard Carbon Footprint of products (*)	67	64	61
Supplier Code of Ethics; Management, Quality, Environment and Safety System

(*) ISO obtained by Tesmec S.p.A. and Tesmec Automation S.r.l.

Governance

Code of Ethics; Anti-Corruption Policy; Whistle-blowing Policy; Policy on diversity relating to the formation of the administration and control bodies of Tesmec S.p.A.; Policy for managing dialogue with all the shareholders; Organisation, management and control Model pursuant to Italian Legislative Decree no. 231/2001; Charity Policy

REP0RT 0N 0PERATI0NS

Letter to Stakeholders

Dear Stakeholders,

It is

ith great pleasure that I present the Annual Financial Report of the Tesmec Group, hich offers a comprehensive overvie of the management performance and our model of value creation. This Report is a valuable addition to the Sustainability Report, demonstrating the steps e have taken toards adopting a more structured approach to sustainability that is fully integrated into our corporate strategies.

In 2025,

e continued to pursue solid, sustainable and innovation-driven groth resolutely. Despite a global context characterised by geopolitical uncertainty and uneven market trends, the Group has demonstrated resilience and the ability to adapt quickly, hile maintaining a clear vision: to become a technological benchmark for energy and the digitalisation of strategic infrastructure.

During the year,

e strengthened our governance structure ith the Board of Directors appointing Caterina Caccia Dominioni and Carlo Caccia Dominioni as Chief Executive Officers. Their experience in corporate governance and developing the Energy division, respectively, ensures continuity in the Group's strategic vision and makes operational management even more robust and effective.

Once again, our strength lies in our ability to combine strategic vision

ith an ongoing market focus. High-value sectors such as Energy and Rail continued to gro, driving the Group's expansion and confirming the importance of Tesmec technologies in supporting major infrastructure projects orldide through the energy and digital transition processes. The Energy division recorded groth in both segments: in Energy Stringing, concentrating production activities at our Grassobbio hub enabled us to respond effectively to a significant increase in demand; hile Energy Automation continued to develop, contributing to the creation of increasingly resilient, secure and efficient poer lines, supported by a rapidly expanding multi-year order backlog. The Rail segment has been undergoing a strategic repositioning toards high-tech solutions, particularly in the areas of advanced diagnostics and international projects. The delivery of ne -generation vehicles and participation in strategic programmes abroad confirm the Group's credibility and its ability to extend its expertise beyond the domestic market. Despite operating in a complex geopolitical context and facing specific market challenges, the Trencher division experienced an increase in volumes in the United States and continued to develop its mining activities in West Africa.

A significant strategic decision

as made in 2025: the joint venture in France as finalised and Groupe Marais as deconsolidated. This transaction enabled us to focus our resources more effectively on activities ith greater industrial synergy, hile strengthening the Group's financial structure and aligning the scope more closely ith our strategic priorities. Similarly, I ould like to highlight the significant milestone of completing the refinancing operations. This strengthens the Group's financial structure further and supports its development ambitions.

The global market for energy, connectivity and sustainable mobility infrastructure is evolving significantly. Backed by a long-term industrial vision, strengthened governance and a solid, high-quality order backlog, Tesmec is ready to seize the opportunities arising from this transformation.

At the same time,

e are committed to systematically integrating ESG principles into our business model on a daily basis. These efforts have led to the development of our sustainability approach, hich integrates environmental, social and governance topics into our business activities. This approach has enabled us to successfully navigate the complex economic scenario for years.

Our groth strategy is driven by sustainable innovation and digitalisation:

e provide cutting-edge solutions that are increasingly environmentally friendly and digital, generating value for all stakeholders. In line ith this vision, e are committed to playing an active role in creating strategic infrastructure to support the energy and digital transitions in the years ahead. Our aim is to create modern infrastructure that is safe and has a lo environmental impact. This infrastructure should offer high added value and effectively meet the needs of our reference markets.

At the same time, people are at the heart of our corporate culture and represent the Group's greatest asset. That is

hy e continue to invest in talent development and organisational strengthening as a strategic level of competitiveness. We are also committed to providing a safe, inclusive and stimulating orking environment in hich our employees can realise their full potential and develop professionally. Ethics, transparency and fairness are the core values that define

us, and

e put them into practice every day.

Our commitment to social responsibility and our focus on upholding human rights extend beyond our corporate structure to guide the development of all our economic and commercial relationships. We firmly believe in the synergy bet

een business operations, respect for the environment and social responsibility, and e are committed to ensuring that this

approach extends beyond our on organisation. Bearing this in mind,

e consider our Suppliers as partners, orking together to achieve mutual groth and respond proactively to market trends. Our aim is to ork ith partners ho demonstrate a commitment to and belief in sustainable development, and ho promote and share our Supplier Code of Ethics. This is essential to achieving one of our most strategic objectives: building a responsible supply chain based on stable, long-lasting relationships founded on respect, transparency and integrity.

ould like to express my gratitude to all our stakeholders for their continued support, trust and cooperation. Thanks to this long-standing relationship, Tesmec is able to continue groing, innovating and creating sustainable value for all the communities it serves.

The Chairman: Ambrogio Caccia Dominioni

Guide to the document

This Annual Financial Report consists of:

Report on Operations, which contains the information required by Article 2428 of the Italian Civil Code together with the information required by the applicable regulations, and the Sustainability Reporting prepared pursuant to Italian Legislative Decree no. 125 of 6 September 2024;
Consolidated Financial Statements of the Tesmec Group: consolidated financial statements (statement of financial position, income statement, statement of comprehensive income, statement of changes in shareholders' equity and cash flow statement) and the explanatory notes to the financial statements;
Financial statements of the parent Tesmec S.p.A., which include the separate financial statements (statement of financial position, income statement, statement of comprehensive income, statement of changes in shareholders' equity and cash flow statement) and the explanatory notes to the financial statements.

The Report on Operations provides information on the results and performance of the Tesmec Group and the parent company Tesmec S.p.A., as well as on significant events during 2024.

The Sustainability Report has been prepared, as required by EU Directive 2022/2464 (CSRD), in compliance with the European Sustainability Reporting Standards (ESRS).

The consolidated financial statements of the Tesmec Group and the financial statements of Tesmec S.p.A. have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Commission.

The Tesmec Group
The Parent Company Tesmec S.p.A. (hereinafter "Parent Company" or "Tesmec") is a legal entity organised in accordance with the legal system of the Italian Republic. The ordinary shares of Tesmec are listed on the EURONEXT STAR Milan of the Milan Stock Exchange. The registered office of the Tesmec Group (hereinafter "Group" or "Tesmec Group") is in Milan, Piazza S. Ambrogio 16.
The Tesmec Group is an international industrial group that specialises in developing technologies and solutions for the construction, maintenance and management of strategic infrastructure in the energy, telecommunications, rail and natural resources sectors. Thanks to its tradition of innovation and proven industrial expertise, the Group supports operators and utilities in their transition to more efficient, resilient and sustainable infrastructure.
Listed on the STAR segment of the Italian Stock Exchange since 2010, the Group operates under a robust governance model, with a constant commitment to creating value in the long term.
The Group has over 900 people and a diversified industrial base comprising seven plants across Italy, France and the United States, ensuring production capacity, technological expertise and operational flexibility. The Group's extensive commercial presence across Europe, the United States, the Middle East, Africa and the Asia-Pacific region enables it to remain close to key global markets and meet the needs of its customers.
The Group is led by Chairman Ambrogio Caccia Dominioni and Chief Executive Officers Caterina Caccia Dominioni and Carlo Caccia Dominioni.
Over the course of its seventy-five-year history, Tesmec has established a distinctive position within its sectors of reference, evolving from a manufacturing company into an integrated technology player for strategic infrastructure, through a growth strategy based on the synergistic diversification of its Energy, Rail and Trencher businesses. From the very beginning, Tesmec's journey has been guided by one central theme: using energy to drive technological innovation and sustainable development.
The Group currently operates through three highly specialised Business Units. Each unit focuses on a specific infrastructure sector, and they are all united by a high degree of technological integration and a strong industrial focus:
1. Energy Segment: Integrated solutions for more efficient, secure and digital power lines.
  - Energy-Stringing: integrated stringing equipment solutions for the construction and maintenance of infrastructure for the transport and distribution of energy
  - Energy-Automation: solutions for the automation, streamlining, management and monitoring of power lines and sub-substations (smart grid solutions)
2. Trencher & Surface Miners Segment: a complete range of solutions for the main infrastructure projects worldwide
  - High-power trenchers for in-line excavation of oil pipelines, gas pipelines, water systems; telecommunication networks and installation of fibre optics, underground power lines
  - Surface miners for earthworks and surface mines
  - Specialised excavation services and rental solutions
3. Rail Segment: Technologies for catenary wire system and rail infrastructure diagnostics to support the safety, reliability and efficiency of rail transport
  - Integrated solutions for the installation railway catenary wire system
  - Specialised working vehicles for catenary wire system and track maintenance
  - Vehicles and systems for rail infrastructure diagnostics.
    The Group offers a unique vertically integrated model that combines products, electronics, software and specialised services. From design to commissioning up to maintenance and training activities, it guarantees reliable, high-quality solutions. This integrated approach helps to build long-term relationships with customers, supporting competitive and sustainable growth over time.

Reference context

Introduction

During 2025, the Tesmec Group continued to implement its strategy of:

international and technological development in the highest value-added segments of its markets of reference, which are experiencing a period of sustained growth, adopting an approach that prioritises "value" over "volume";
efficiency recoveries at fixed cost level (SG&A and Technical Offices), compared to turnover;
strategic and business strengthening through partnerships in specific markets and increase in order backlog;
financial strengthening, in terms of both reducing financial indebtedness and increasing financial flexibility.

This strategic approach allowed in 2025:

on the one hand, to offset the adverse performance of the Trencher segment in specific markets (with a gradual recovery expected in 2026) through the structural growth of the Energy and Rail segments, and
on the other hand, starting from an EBITDA essentially in line with that of 2024 and despite a negative impact from exchange rate fluctuations and tariffs, to generate a net profit compared to the loss in 2024, thanks to the successful conclusion of the strategic alliance in France and the resulting capital gain from the deconsolidation of Groupe Marais.

At the same time, as at 31 December 2025, Tesmec had significantly reduced its net financial indebtedness, whilst extending its maturity, and increased its order backlog.

(In millions of Euro)	2025 Balance	2024 Differences Balance
Revenues	257.6	239.5 +7.5%
EBITDA	40.5	41.1 -1.5%
EBITDA margin	15.7%	17.2%
Pre-tax profit/(loss) before changes in exchange rates	3.2	3.5 Euro -0.3 million
Exchange rate fluctuations	(3.4)	0.3
Tax	(2.2)	(3.6)
Groupe Marais IFRS5 effect	4.5	(5.1)
Net result	2.1	(4.8) Euro 6.9 million
Net Financial Position	130.4	147.0 -11.3%

Therefore, the final consolidated financial statements as at 31 December 2025 show:

Revenues up by 7.5% compared to 2024, with a diversified trend depending on the reference segment. In fact, the growth in Revenues was driven by the structural strengthening of the Energy segment (with turnover in the Stinging equipment and Energy Automation segments increasing by 29% and 17%, respectively) and by the progress of the Rail segment (up 6%), which, however, has not yet benefited from the acquisition of new orders, which will play an important role as from 2026. On the other hand, the Trencher segment suffered a decline in sales of approximately 4%, mainly due to low production volumes in the first half of the year, offset by destocking, which, in the face of lower margins, nevertheless made it possible to reduce invested capital; the recovery in repurchases and, consequently, in production volumes began in the second quarter, picking up pace in the second half of the year and, more significantly, at the start of 2026, with growth expected to recover in the current financial year.
EBITDA was slightly below 2024 (40.5 million compared to 41.1 million), with a reduction in margins compared to Revenues (15.7% compared to 17.2%). This trend was due, on the one hand, to higher margins and profitability in the Energy segment and solid progress in the Rail segment, and, on the other hand, to lower margins in the Trencher segment, attributable both to a less favourable product mix (due to destocking) and to an adverse trend in the markets of Australia, Saudi Arabia and South Africa. As mentioned earlier, these effects are temporary and are expected to gradually improve throughout 2026. At the same time, fixed costs (SG&A and expenses related to the Technical Offices) remained stable in 2025 compared to 2024, thereby contributing to an improvement in efficiency.
Pre-tax profit before changes in exchange rates of 3.2 million, close to 3.5 million in 2024.
The Net result was a positive Euro 2.1 million, compared to a loss of Euro -4.8 million in 2024. The net result was negatively affected by exchange rate losses of Euro 3.4 million (compared to gains of Euro 0.3 million in 2024) and, positively affected by the completion of the deconsolidation of Groupe Marais, which in 2025 resulted in a capital gain of Euro 4.5 million (compared to a loss of Euro -5.1 million in the previous financial year).
A Net Financial Position improving by approximately Euro 16.5 million compared to 2024 and equal to Euro 130.4 million as at 31 December 2025, compared to Euro 147.0 million as at 31 December 2024.
An order backlog that reached approximately Euro 416 million, compared to approximately Euro 351 million in 2024, with a 40% increase in the Energy segment and a 9% increase in the Trencher segment, whilst the Rail segment has yet to fully incorporate a number of new orders secured or in the process of being secured in 2026. This level of order backlog provides greater visibility to Revenues for 2026, both for segments with longer-term order backlogs (Automation and Rail) and for those with historically shorter-term order backlogs (Trencher and Stringing equipment).

Overall, the trends described above outline a positive scenario for 2026, with the Energy segment continuing on its structural growth, the Trencher segment recovering, and the Rail segment expanding, thanks to orders already secured and those yet to be secured.

2025 Results

Consolidated revenues in 2025 amounted to Euro 257.6 million, up by 7.5% compared to Euro 239.5 million in 2024, with an EBITDA that stood at Euro 40.6 million, essentially in line at Euro 41.1 in 2024 (-1.2%).

More specifically:

with regard to the Energy segment, Revenues amounted to Euro 96.6 million as at 31 December 2025, up by 25.0% compared to Euro 77.3 million achieved as at 31 December 2024. The positive performance was mainly driven by significant growth in the Stringing equipment segment, supported by robust and expanding demand in a market with favourable prospects - where Tesmec's solutions are well positioned - and by a strong sales pipeline. The Automation segment also made a positive contribution, with an increase in turnover deriving from the progressive implementation of the order backlog. In particular, the Stringing equipment segment recorded revenues of Euro 65.7 million, up by 29.3% compared to Euro 50.8 million as at 31 December 2024, while the Energy-Automation segment recorded revenues of Euro 30.9 million, up by 16.7% compared to Euro 26.5 million as at 31 December 2024. EBITDA for the Energy segment reached Euro 19.4 million (with an EBITDA margin of 20.0%), up by 70.4% compared to Euro 11.4 million in the first nine months of 2024 (when the EBITDA margin was 14.7%). The improvement in margins was mainly driven by the Stringing equipment segment, which recorded 107.2% increase in EBITDA compared to 2024, with an EBITDA margin rising from 12.7% in 2024 to 20.3% in 2025. This result was made possible by (i) an improved product mix, (ii) efficiency measures implemented throughout the supply chain, which contributed to an improvement in operating margins, and (iii) the operating leverage generated by higher volumes, against stable fixed costs. The Automation segment also benefited from a positive impact in terms of operating leverage, whilst it looks forward to reaping in the coming quarters the benefits deriving from the new long-term contracts recently acquired; in particular, the EBITDA of the Energy-Automation segment reached Euro 6.0 million, up 22.5% compared to Euro 4.9 million in 2024, with an EBITDA margin up from 18.6% to 19.5%.
At the same time, the commercial activities of the Energy segment confirm a growing trend, with an order backlog of Euro 227.5 million as at 31 December 2025, compared to Euro 162.6 million as at 31 December 2024, of which Euro 185.7 million refer to the Energy-Automation segment (with a multi-year duration, confirming the expected growth of this segment in the medium term) and Euro 41.8 million relating to the Stringing equipment segment (traditionally with a short-term duration);
with reference to the Trencher segment, Revenues amounted to Euro 107.6 million as at 31 December 2025, down by 3.8% compared to Euro 111.9 million as at 31 December 2024. This change reflects the trends already observed during the financial year, which varied across different markets: on the one hand, there were strong results in Europe, North Africa, West Africa and the Americas, driven in particular by the recovery of the US market and the positive contribution from the LATAM region; on the other hand, there was a downturn in the Australian market (where Revenues were limited in the fourth quarter and a project with insufficient profitability was closed) and signs of a slowdown in Saudi Arabia and South Africa, the latter attributable to delays in the launch of investment projects, with a gradual recovery expected across all three markets in 2026. The combined effect of the decline in volumes and the change in the sales mix, together with pricing trends and exchange rate fluctuations, had a negative impact on margins, determining an EBITDA of Euro 11.0 million (and an EBITDA margin of 10.2%), compared to Euro 20.2 million as at 31 December 2024 (when the EBITDA margin was 18.1%). At the same time, the introduction of measures to streamline planning and procurement/production processes optimised working capital. As at 31 December 2025, the order backlog for the Trencher segment, excluded the order backlog of Groupe Marais activities that were discontinued following the joint venture agreement, which will nevertheless continue to contribute to the development of the Trencher business, stood at Euro 72.1 million, up from Euro 66.2 million as at 31 December 2024;

compared to the Rail segment, Revenues as at 31 December 2025 amounted to Euro 53.4 million, up 6.0% compared to Euro 50.4 million recorded as at 31 December 2024, thanks to the progress of orders already acquired and the impact of the new strategic approach, focused on high-value diagnostic projects and international diversification. Confirming the role of diagnostic vehicles as a key element in the digitalisation of the rail network, Tesmec's bimodal "TIPO 4" vehicle is an integral part of the fleet renewal plan and a symbol of RFI's technological innovation. EBITDA for the segment was Euro 10.2 million as at 31 December 2025, with an EBITDA margin of 19.1% (compared to the corresponding Euro 9.5 million and 18.9% as at 31 December 2024). The multi-year order backlog as at 31 December 2025 amounted to approximately Euro 117 million, compared to approximately Euro 122 million as at 31 December 2024 and does not reflect any additional tenders awarded at the beginning of 2026. Furthermore, Tesmec believes it is likely that the trend towards winning new tenders will gather further momentum during the year.

The 2025 results show a gradual rebalancing of the contribution of the various Divisions to the consolidated results, with the Energy and Rail sectors making a greater contribution than in 2024, and the Energy segment in particular increasing its share of consolidated EBITDA from 28% in 2024 to 48% in 2025.

% Revenues out of the total

% EBITDA out of the total

	2025	2024	2025	2024
Trencher	42%	47%	27%	49%
Energy	37%	32%	48%	28%
Rail	21%	21%	25%	23%
Total	100.0%	100.0%	100.0%	100.0%

With reference to the Operating Income (EBIT) as at 31 December 2025, it amounted to Euro 19.5 million, down 4.5% compared to Euro 20.4 million in 2024, also as a result of higher amortisation/depreciation for the period.

From a financial perspective, in 2025, the Tesmec Group recorded a level of net interest expense slightly down compared to that of 2024 (Euro -16.3 million versus Euro -16.9 million), generating a positive result before exchange rate variations and taxes of approximately 3.2 million euros, not far from the 3.5 million of 2024.

However, at the same time suffered a negative impact from exchange rate differences - largely unrealised - amounting to Euro -3.4 million, compared to the income of Euro 0.3 million as at 31 December 2024. This was due to the recent strengthening of the Euro, mainly against the US Dollar. The Tesmec Group closed the 2025 financial year with a pre-tax profit close to break-even (Euro -0.2 million), compared with a pre-tax profit of Euro 3.8 million in 2024, a change that, in essence, corresponds to the effects of changes in exchange rates.

Finally, the 2025 Income Statement closed with a profit of Euro 2.1 million (including a positive contribution of Euro 4.5 million from the capital gain on the disposal of Groupe Marais), compared with a loss of Euro -4.8 million in 2024 (with a negative contribution of Euro -5.1 million from discontinued operations).

Based on the comments provided on the performance of the individual divisions, it should be noted that the Tesmec Group's total backlog as at 31 December 2025 stood at approximately Euro 416 million, increased significantly compared to approximately Euro 351 million as at 31 December 2024, with a significant increase in the Energy Business Unit (which acquired important contracts both in Italy and abroad, confirming the growth cycle initiated in this segment) segments, growth in the Trencher segment and a slight reduction in the Rail segment, although a recovery is expected in the short term thanks to new tenders, some of which have already been awarded in the first quarter of 2026.

Furthermore, at geographical level, Tesmec is confirmed as a group strongly oriented towards international markets, with approximately 75% of Consolidated Revenues for the period generated outside Italy, with a growing contribution of sales in North America and Africa.

With reference to the financial results as at 31 December 2025, the following changes were noted compared to 31 December 2024:

a reduction in Net invested capital, which was affected by the fact that Groupe Marais was no longer included in consolidation area, falling from Euro 224.6 million in 2024 to Euro 204.2 million as at 31 December 2025. More specifically:
- against an increase of approximately Euro 10 million in Net fixed capital, which increased from 106.9 million to 116.8 million, due to the recognition of the equity investment in Groupe Marais and the investments in the period, including a replenishment of the fleet in the fourth quarter;
- Working capital decreased by Euro 28.0 million compared with 31 December 2024. This decrease was due for Euro 11.0 million to lower inventories (both in terms of warehouses, of Euro 8.5 million, and in terms of SAL, of Euro 2.5 million), partially offset by an increase in trade receivables of Euro 5.7 million and an increase in trade payables of Euro 23.9 million concentrated in the Trencher (which was affected by purchasing programmes that were more concentrated in the second half of the year compared to 2024, resulting in a shift in related due dates, including purchases of materials, capex and fleet replenishment at the end of 2025) and Stringing equipment segments (which historically operates with negative working capital and therefore contributed to the optimisation of the year-end working capital mix);
a further improvement in the Net Financial Position (net debt), from Euro 147.0 million as at 31 December 2024 to Euro 130.4 million as at 31 December 2025, thus confirming the strong discontinuity from past trends already observed during the year. In this regard, it should be noted that the reduction in the cumulative Net Financial Position compared with the peak reached on 30 June 2024 (when it stood at Euro 183.6 million) amounted to approximately Euro 53.2 million as at 31 December 2025.

With reference to Tesmec's financial structure as at 31 December 2025, it should be noted that:

the Net Financial Position consists of:
- Euro 71.8 million (approximately 55% of total NFP) of Operating Debt 1against consolidated Working Capital;
- Euro 27.6 million (approximately 21% of total NFP), against the recognition of a loan relating to IFRS 16, mainly against lease contracts for part of the Group's trenching machines and the value of rents;
- the residual Euro 31.0 million (approximately 24% of total NFP) of Industrial Debt2 for the portion of the fixed assets not directly covered by Equity;
the duration of the Net Financial Position, which includes medium/long-term payables of Euro 83.4 million is positively affected by the Club-Deal operation finalised at the end of September 2025 and maturing in 2031, and IFRS 16 items of Euro 27.6 million, appears more than consistent with the duration of the portion of medium/long-term Assets not covered by Shareholders' Equity, amounting to a total of Euro 57.8 million;
as at 31 December 2025, the Group had liquidity of Euro 40.9 million, which, together with expected cash flows for the year and the negotiation and obtaining of credit lines, net of those due to expire, and guarantees for advance payments, is estimated to guarantee financial continuity for the next 12 months and the implementation of ongoing development programmes.

0utlook for 2026
With reference to 2026, despite the uncertainty caused by the current international geopolitical and macroeconomic context, growth is expected to be driven by opportunities in sectors led by the energy transition, with significant prospects related to the backlog of the Energy Automation segment, the growing demand for Stringing solutions, the internalisation strategy of the Rail segment and the positive outlook for cable laying and surface mining technologies for the Trencher segment. Thanks to its international presence and current production structure with plants in both Italy and the USA, the Company also believes that it will be able to respond with the necessary flexibility to the challenges posed by the current evolving situation in the USA, which is similarly characterised by considerable uncertainty.
Following recent tensions in the Persian Gulf, the highly volatile situation makes it difficult to predict potential impacts on logistics, energy costs, and local investments. It should be noted that the Group has already implemented port diversification to limit delays and is working with customers to share additional logistics costs. On the energy front, Tesmec is not an energy-intensive company and benefits from the 1.8 MW photovoltaic plant in Grassobbio, which reduces its exposure to market prices.
Regarding personnel (just under 60 people in Saudi Arabia and Qatar), no critical issues have been reported: in Qatar, remote working was implemented for a week, with a subsequent return to in-person activities.
‌1 Operating debts are short-term liabilities arising from normal business operations; they do not constitute a direct loan but rather a deferral of payment that serves as an operating source of finance.
‌2 Industrial debt measures the ability of a company to measure its industrial operations (production, investments, working capital) using borrowed capital.
Finally, it should be noted that in 2025, approximately 14% of the Tesmec Group's consolidated revenues and approximately 5% of the backlog will be attributable to the Middle East, primarily Saudi Arabia and Qatar. The Group will continue to closely monitor the situation to protect its staff and ensure operational continuity in the Area.
Furthermore, management remains committed to prioritizing profitability and cash generation over volumes, while continuing to pursue strategic initiatives aimed at strengthening its industrial operations and increasing the efficiency of invested capital. Therefore, for the 2026 financial year, the Tesmec Group expects growth in key income statement indicators and a further reduction in net financial debt compared to 2025.
Tesmec on the Stock Exchange Market
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Tesmec share price
Monthly average
As at 31 December 2025, the reference price of the Tesmec share was equal to Euro 0.16 per share while market capitalisation as at 31 December 2025 amounted to Euro 97.03 million. At the date of this report, the reference price is Euro 0.1734 per share, and the capitalisation is approximately Euro 105.16 million. The following chart shows the listing price trend of the shares of the Parent Company from 1 January 2025 to March 2026:
Reference price as at 31 December 2025 0.160
Reference price as at 11 March 2026 0.1734
Maximum Price (12 February 2026) (1) 0.209
Minimum Price (23 June 2025) (1) 0.051
(1) Intended as minimum and maximum prices recorded during the negotiations of the day, hence not coinciding with the official and reference prices at the same date.
2.5. Significant events occurred in the period and change in the corporate structure
The significant events that occurred during the period are reported below:
- in accordance with the binding contractual agreements entered into in 2024 through the signing of a Binding Termsheet with OT Engineering, a French company belonging to the Comergy Group and headquartered in Meylan (Grenoble), on 7 January 2025, as part of the reorganisation of the French subsidiary Groupe Marais SAS, the latter transferred its business unit related to the production and sale of trenchers to its subsidiary Tesmec France SAS. This business unit also includes all the equity interests held by Groupe Marais SAS in its African subsidiaries as at 31 December 2024. On the same date, Philippe Todesco (previously Chairman of the Board of Directors of OT Engineering) became Chairman of the Board of Directors of Groupe Marais SAS.
  Subsequently, on 7 March 2025, Groupe Marais SAS sold its entire equity investment in Tesmec France SAS to Marais Technologies SAS for a price of Euro 3,747 thousand.
  On 14 May 2025, the Shareholders' Meeting of Groupe Marais SAS approved an initial capital increase reserved for OT Engineering, French company part of the Comergy group, for a total amount of Euro 5,300 thousand, which was paid up through the contribution of the "Greenpose" business unit, operating in the trencher rental sector, for Euro 4,600 thousand, and the remaining Euro 700 thousand in cash. On 6 November 2025, the Shareholders' Meeting of Groupe Marais SAS finalised the share capital increase reserved for OT Engineering, subscribing to a further Euro 2,608 thousand in performance of the agreements entered into between the parties. Pursuant to that shareholders' meeting resolution and the payments made, OT Engineering, which as at 30 September 2025 already held 29.6% of Groupe Marais's share capital, now holds 50.0%. OT Engineering retains, in accordance with the original agreements, an option to increase its stake from 50% to a majority shareholding. As a result of this transaction, the deconsolidation of Groupe Marais has become final, and its effects will be fully reflected in the financial statements as at 31 December 2025;
- on 7 February 2025, the subsidiary Tesmec Automation S.r.l. was awarded one lot of the tender called Enedis, a company belonging to the EDF (Electricitè de France) group that manages the French electricity distribution network, for the supply of new generation equipment for the remote control and automation of the electricity network, for an amount of more than Euro 40 million and a duration of 8 years (of which 3 are optional). After an initial project development phase, in which Tesmec will meet Enedis' technical qualification requirements, a massive and continuous deployment is planned throughout France over the duration of the contract. This award will be managed in coordination with Tesmec France SAS, thereby initiating the aforementioned integration activities;
- on 5 March 2025, in order to strengthen its subsidiary Tesmec Automation S.r.l. in light of significant industrial developments linked to the awarded tenders, the Parent Company Tesmec S.p.A. allocated an existing interest-bearing loan of Euro 3 million as capital contribution, thereby increasing shareholders' equity by the same amount;
- on 29 April 2025, the Shareholders' Meeting of Tesmec Rail S.r.l. approved the distribution of dividends in the amount of Euro 1 million;
- on 30 April 2025, the Ordinary Shareholders' Meeting of Tesmec S.p.A. met electronically in a single call and:
  1. approved the Financial Statements as at 31 December 2024 and the allocation of the Net Profit. During the Shareholders' Meeting, the Consolidated Financial Statements as at 31 December 2024 of the Tesmec Group and the related reports were presented, including the Consolidated Sustainability Report;
  2. appointed the new Board of Directors that will remain in office until the Shareholders' Meeting that will be called to approve the financial statements for the year ended 31 December 2027, composed of Gianluca Bolelli, Caterina Caccia Dominioni, Carlo Caccia Dominioni, Simone Andrea Crolla Emanuela Teresa Basso Petrino, Anna Casiraghi, Nicola Gavazzi, Francesca Marino and Antongiulio Marti, as well as Ambrogio Caccia Dominioni, who was confirmed as Chairperson of the Board of Directors;
  3. appointed the new Board of Statutory Auditors that will also remain in office until the Shareholders' Meeting that will be called to approve the 2027 financial statements, composed of the Statutory Auditors Simone Cavalli (Chairperson), Alice Galimberti and Attilio Massimo Franco Marcozzi and by the Alternate Auditors Alessandra Butini and Adelio Bollini;
- on 30 April 2025, the Board of Directors resolved to appoint:
  - as members of the Control and Risk, Sustainability and Related Party Transactions Committee, the directors Emanuela Teresa Basso Petrino (Chairperson), Francesca Marino and Antongiulio Marti;
  - as members of the new Remuneration and Appointments Committee, the directors Nicola Gavazzi (Chairperson), Emanuela Teresa Basso Petrino and Gianluca Bolelli;
- on 9 May 2025, the Board of Directors resolved to appoint: Caterina Caccia Dominioni and Carlo Caccia Dominioni as Chief Executive Officers with full and separate powers;
- on 14 July 2025, following a qualified tender procedure, the subsidiary Tesmec Automation S.r.l. announced the signing of a framework agreement worth a total of Euro 54 million (Euro 36 million, plus the option of an additional Euro 18 million) with Terna Rete Italia S.p.A., a Terna Group company that operates, maintains and develops the national electricity transmission grid, for the supply and installation of RTN "SAS 2021" Electrical Station Automation Systems;
- on 27 September 2025, the parent company Tesmec S.p.A. finalised the signing of a syndicated loan transaction totalling Euro 55 million, structured as four separate loan agreements with various leading credit institutions. In the context of the transaction, Banca Finint acted as agent bank and SACE agent.
  The loan transaction consists of four lines broken down as follows:
  - Line A1 and Line A2, amortising, of Euro 39,150 thousand and Euro 5,850 thousand, respectively, both aimed at the partial early repayment of the existing medium/long-term debt and to support the Group's needs related to the business plan;
  - Line B and Line C, amortising, of Euro 5 million each, intended to support the Group's business plan and investments.
  The final maturity date is set for 31 December 2031, with principal repayments made on a quarterly basis, commencing on 31 December 2026 for Line A1, Line A2 and Line B, and on 30 September 2028 for Line C. Line A1 and Line A2 are backed by a partial SACE Growth guarantee covering 70% of the amount. The loan agreements contain standard financial commitments and covenants in line with market practices;
- in October 2025, the subsidiary Tesmec Rail S.r.l. successfully completed the commissioning of state-of-the-art technological solutions for the Green Line high-speed railway in Egypt, deploying a fleet of specialised vehicles for the installation and maintenance of aerial lines. Designed to increase safety, improve operational efficiency and reduce intervention times, Tesmec's technologies represent a further step forward in the company's commitment to supporting the country's sustainable, long-term infrastructure development.
  As part of the development of the company structure, the following are of note:
- on 7 January 2025, Groupe Marais SAS transferred to its subsidiary Tesmec France SAS the business unit relating to the production and sale of trenchers. This business unit also includes the entire equity interests held by Groupe Marais SAS in all its African subsidiaries as at 31 December 2024; subsequently, on 7 March 2025, Groupe Marais SAS sold its entire equity interest in Tesmec France SAS to Marais Technologies SAS for Euro 3,747 thousand.
  However, these transactions did not change the consolidation area, but only resulted in a shift within the Group's organisational chart.
- On 10 January 2025, the company MIR SA was sold as it was no longer considered strategic and consequently excluded from the consolidation area;
- on 6 December 2025, the company Loire Sarthe Immobilier was established, 1% owned by Tesmec S.p.A. and 99% by Marais Technologies SAS, with registered office in Durtal (France). The company will be involved in the acquisition, administration and management - through lease, rental or other means - of its own properties, starting with the site in Durtal currently used by Groupe Marais and Tesmec France.
2.6 Assets and liabilities held for sale
As described in the previous paragraph, in December 2024, the Parent Company Tesmec S.p.A. started to develop a series of strategic initiatives in France to further strengthen the Group's competitive position and to increase the synergies between the different divisions for the further development of the local market.
In particular, Tesmec reorganised its French subsidiary, Groupe Marais SAS, to focus its activities on the rental of its fleet of machines as part of its mechanised cable-laying services, while the production and sale of Trenchers was transferred to a new company, Tesmec France SAS, wholly owned by Tesmec, which will also develop the Rail and Automation business in France.
The French subsidiary Groupe Marais SAS, which focuses on the core rental business, also signed an agreement with OT Engineering (a French company of the Comergy group) under which OT Engineering will acquire a 50% stake in the share capital in several stages.
On 6 November 2025, the Shareholders' Meeting of Groupe Marais SAS finalised the share capital increase reserved for OT Engineering, a French company belonging to the Comergy group, in accordance with the agreements entered into between the parties. Pursuant to that shareholders' meeting resolution and the payments made, OT Engineering, which as at 30 September 2025 already held 29.6% of Groupe Marais's share capital, now holds 50.0% again on the basis of the original agreements. OT Engineering retains, in accordance with the original agreements, an option to increase its stake from 50% to a majority shareholding. As a result of this transaction, the deconsolidation of Groupe Marais has become final, and its effects will be fully reflected in the financial statements as at 31 December 2025.
As required by International Financial Reporting Standards (IFRS 5), and as was already done when preparing the financial statements as at 31 December 2024, the Group as at 31 December reclassified the economic and financial elements in the Income statement, Statement of Financial Position and Cash Flow Statement.
As regards the Income Statement, given that the rental business of Groupe Marais SAS constitutes a major line of business, the revenue and costs relating to these activities, up to the date of deconsolidation, were reclassified under the line "Net profit/(loss) for the year of assets held for sale or sold".
With regard to the Statement of financial position, with reference solely to the financial statements as at 31 December 2024, the relevant assets and liabilities were reclassified as "assets held for sale" and "liabilities held for sale".

Group economic and financial results and performance

The consolidated financial statements of Tesmec have been prepared in accordance with the International Financial Reporting Standards (hereinafter the "IFRS" or the "International Accounting Standards"), endorsed by the European Commission, in effect as at 31 December 2025. The following table shows a summary of the profit and loss indicators achieved in 2025 and in 2024 and the main financial position indicators as at 31 December 2025 and as at 31 December 2024.

31 December 2024	0VERVIEW 0F RESULTS Key income statement data (Euro in millions)	31 December 2025
239.5	Operating Revenues	257.6
41.1	EBITDA	40.5
20.4	Operating Income	19.5
(5.2)	Group Net Result	1.7
990	Number of employees	919
31 December 2024	Key financial position data (Euro in millions)	31 December 2025
224.6	Net Invested Capital	204.2
77.6	Shareholders' Equity	73.7
147.0	Group net financial indebtedness	130.4
21.0	Net investments in property, plant and equipment, intangible assets and rights of use	28.1

Alternative performance measures
In this section, a number of Alternative Performance Measures not envisaged by IFRS (non-GAAP measures) and used by the directors in order to allow a better assessment of the Group's operating performance are illustrated. The Alternative Performance Measures are constructed exclusively from the Group's historical accounting data and are
determined in accordance with the provisions of the Guidelines on Alternative Performance Measures issued by ESMA/2015/1415 as per CONSOB Communication no. 92543 of 3 December 2015.
The Alternative Performance Measures shown below are not audited and should not be interpreted as indicators of the Group's future performance:
- EBITDA: it is represented by the operating income including amortisation/depreciation and can be directly inferred from the consolidated income statement.
- Net working capital: it is calculated as current assets net of current liabilities excluding financial assets and financial liabilities, and can be directly inferred from the consolidated statement of financial position.
- Net invested capital: it is calculated as net working capital plus fixed assets and other long-term assets less non-current liabilities and can be directly inferred from the consolidated statement of financial position.
- Group net financial indebtedness: this is a good indicator of the Tesmec Group's financial structure. It is calculated as the sum of cash and cash equivalents, current financial assets, non-current and current financial liabilities (including right-of-use liabilities) and fair value of hedging instruments.
- Net financial indebtedness pursuant to ESMA 32-382-1138 Communication: it corresponds to the Group's net financial indebtedness as defined above and also includes trade payables and other non-current payables, which have a significant implicit or explicit financing component (e.g. trade payables with a maturity of more than 12 months), and any other non-interest-bearing loans (as defined in the "Guidelines on disclosure requirements under the Prospectus Regulation" published by ESMA on 4 March 2021 with the "ESMA 32- 382-1138" document and incorporated by CONSOB in its Communication no. 5/21 of 29 April 2021).
Management performance of the main subsidiary companies and Joint Ventures
The information on the operations of the main subsidiaries and joint ventures in the reference period is shown. In order to provide a clearer picture of the production volume of the individual subsidiaries, the following turnover values are reported at the aggregate level, also including inter-company transactions:
Main subsidiaries:
- Tesmec USA Inc., a company that is 100% owned by Tesmec S.p.A., is based in Alvarado (Texas) and operates in the Trencher segment and in the stringing equipment/rail division. During the 2025 financial year, it generated revenues of Euro 40,020 thousand (Euro 29,211 thousand in 2024).
- Tesmec Rail S.r.l., a 100% subsidiary of Tesmec S.p.A., with registered office in Monopoli (BA), operates in the Rail sector. During the 2025 financial year, it recorded revenues of Euro 52,648 thousand (Euro 50,557 thousand in 2024).
- Tesmec SA (Pty) LTD, with registered office in Johannesburg (South Africa), is 51% owned by Tesmec S.p.A. and 49% owned by Simest S.p.A. (with option to repurchase this interest for Tesmec S.p.A.). During the 2025 financial year, the company generated revenues of Euro 4,613 thousand (Euro 9,720 thousand in 2024).
- Tesmec Australia (Pty) Ltd, with registered office in Sydney (Australia) is 51% owned by Tesmec S.p.A. and 49% owned by Simest S.p.A. (with an option of Tesmec S.p.A. to repurchase this share). During the 2025 financial year, it generated revenues of Euro 8,035 thousand (Euro 8,468 thousand in 2024).
- Tesmec Automation S.r.l., a company 100% owned by Tesmec S.p.A., with registered office in Grassobbio (BG), specialised in the design and sale of integrated fault detectors and measurement sensors and devices for medium voltage power lines. During the 2025 financial year, it recorded revenues of Euro 31,029 thousand (Euro 26,532 thousand in 2024).
- Tesmec Peninsula WLL, a de facto subsidiary (pursuant to the IFRS 10 standard) of Tesmec S.p.A. as from 1 December 2022, based in Doha (Qatar), is active in the business of renting and selling trenchers in the Middle Eastern market. The company has been consolidated on a line-by-line basis and during the 2025 financial year generated revenues totalling Euro 12,924 thousand (Euro 9,945 thousand in 2024).
- Tesmec Saudi Arabia LLC, a 65% owned subsidiary of Tesmec S.p.A. based in Ryad (Saudi Arabia) since 8 September 2022, is active in the business of renting and selling trenchers in the market of the Arabian Peninsula. In 2025, it generated revenues totalling Euro 8,971 thousand (Euro 15,813 thousand in 2024).
  Joint Ventures
- Condux Tesmec Inc, a joint venture that is 50% owned by Tesmec S.p.A. and 50% by American shareholder Condux, based in Mankato (USA), has been active since June 2009 in selling products for the North American stringing equipment market. The company has been consolidated using the equity method and during the 2025 financial year generated revenues totalling Euro 15,964 thousand (Euro 13,784 thousand in 2024).
- Groupe Marais SAS, with registered office in Durtal (France), indirectly jointly controlled by Tesmec S.p.A., through the holding company Marais Technologies SAS, a company 100% owned by Tesmec S.p.A. The French company is a leader in the construction of machines for infrastructures and in services for telecommunications, electricity and gas. During the 2025 financial year, it recorded revenues of Euro 13,068 thousand (Euro 20,382 thousand in 2024).

Consolidated income statement

The Group ended the financial year as at 31 December 2025 with a positive operating income of Euro 19,519 thousand (Euro 20,436 thousand in 2024), with a net profit for the year of continuing operations of Euro -2,406 thousand and with a net profit of Euro 1,691 thousand compared to a net loss of Euro 5,181 thousand as at 31 December 2024. The following table shows the trend of major economic indicators as at 31 December 2025 compared to 31 December 2024.

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Revenues from sales and services	257,606	100.0%	239,546	100.0%	18,060
Cost of raw materials and consumables	(115,988)	-45.0%	(108,978)	-45.5%	(7,010)
Costs for services	(52,370)	-20.3%	(42,687)	-17.8%	(9,683)
Payroll costs	(54,500)	-21.2%	(53,003)	-22.1%	(1,497)
Other net operating costs/revenues	(6,991)	-2.7%	(4,702)	-2.0%	(2,289)
Amortisation/Depreciation	(20,976)	-8.1%	(20,666)	-8.6%	(310)
Development costs capitalised	12,273	4.8%	10,559	4.4%	1,714
Portion of losses/(gains) from operational
Joint Ventures evaluated using the equity	465	0.2%	367	0.2%	98
method
Total operating costs	(238,087)	-92.4%	(219,110)	-91.5%	(18,977)
0perating income	19,519	7.6%	20,436	8.5%	(917)
Financial expenses	(16,685)	-6.5%	(17,886)	-7.5%	1,201
Financial income	357	0.1%	973	0.4%	(616)
Net foreign exchange gains/losses	(3,362)	-1.3%	308	0.1%	(3,670)
Portion of losses/(gains) from the valuation
of equity investments using the equity	(44)	0.0%	4	0.0%	(48)
method
Pre-tax profit/(loss)	(215)	-0.1%	3,835	1.6%	(4,050)
Income tax	(2,191)	-0.9%	(3,599)	-1.5%	1,408
Net profit/(loss) for the year of continuing operations	(2,406)	-0.9%	236	0.1%	(2,642)
Net profit/(loss) for the year of assets held for sale or sold	4,533	1.8%	(5,053)	-2.1%	9,586
Net profit/(loss) for the year	2,127	0.8%	(4,817)	-2.0%	6,944
Profit/(loss) attributable to non-controlling interests	436	0.2%	364	0.2%	72
Group profit/(loss)	1,691	0.7%	(5,181)	-2.2%	6,872

Revenues

Total revenues as at 31 December 2025 increased by 7.5% compared to those recorded in the previous financial year.

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Sales of products	215,338	83.6%	202,103	84.4%	13,235
Services rendered	39,632	15.4%	33,534	14.0%	6,098
Changes in work in progress	2,636	1.0%	3,909	1.6%	(1,273)
Total revenues from sales and services	257,606	100.0%	239,546	100.0%	18,060

Revenues by geographic area

The Group's turnover is mainly produced abroad (by 75,1%) and in particular in non-EU countries. The revenue analysis by area is indicated below, compared with the 2025 financial year and the 2024 financial year. Growth in the North and Central American and African markets was driven by sales in the Trencher segment.

It is emphasised that the segmentation by geographic area is determined by the country where the customer is located, regardless of where project activities/sales are organised.

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Italy	64,066	24.9%	55,413	23.1%	8,653
Europe	44,167	17.1%	54,799	22.9%	(10,632)
Middle East	35,112	13.6%	38,463	16.1%	(3,351)
Africa	34,450	13.4%	26,883	11.2%	7,567
North and Central America	40,258	15.6%	28,786	12.0%	11,472
BRIC and Others	39,553	15.4%	35,202	14.7%	4,351
Total revenues	257,606	100.0%	239,546	100.0%	18,060

0perating costs net of depreciation and amortisation

Operating costs net of depreciation and amortisation as at 31 December 2025 increased by 9.4% compared to those recorded in the previous financial year.

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Cost of raw materials and consumables	(115,988)	-45.0%	(108,978)	-45.5%	(7,010)
Costs for services	(52,370)	-20.3%	(42,687)	-17.8%	(9,683)
Payroll costs	(54,500)	-21.2%	(53,003)	-22.1%	(1,497)
Other net operating costs/revenues	(6,991)	-2.7%	(4,702)	-2.0%	(2,289)
Development costs capitalised	12,273	4.8%	10,559	4.4%	1,714
Portion of losses/(gains) from operational
Joint Ventures evaluated using the equity	465	0.2%	367	0.2%	98
method
Total operating costs net of depreciation and amortisation	(217,111)	-84.3%	(198,444)	-82.8%	(18,667)

The table shows an increase in operating costs of Euro 18,667 thousand (9.4%). This increase in costs reflects:

with regard raw material prices, a change broadly in line with the increase in revenues, with a non-directly proportional effect due to a different product mix;
with regard to costs for services, the impact of higher transport and customs charges incurred mainly in the USA market against a backdrop of tariffs and customs duties, and greater reliance on outsourcing;
with regard to results from Joint Ventures, the positive performance of the associate Condux Tesmec Inc.;

with regard to the increase in fixed assets for development costs, there were higher investments compared with the previous financial year, particularly in the rail segment, which saw the completion of development projects for the new-generation TIPO 4 railway vehicle.

EBITDA

As a result of the foregoing, EBITDA amounted to Euro 40,495 thousand, down by 1.5% compared to the previous year.

A restatement of the income statement figures representing the performance of EBITDA is provided below:

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Operating income	19,519	7.6%	20,436	8.5%	(917)
+ Amortisation/depreciation	20,976	8.1%	20,666	8.6%	310
EBITDA	40,495	15.7%	41,102	17.2%	(607)

EBITDA amounted to Euro 40,495 thousand, which is broadly in line with the figure for the previous financial year of Euro 41,102 thousand.

Financial Management

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Net financial income/expenses	(16,442)	-6.4%	(16,427)	-6.9%	(15)
Net foreign exchange gains/losses	(3,362)	-1.3%	308	0.1%	(3,670)
Fair value adjustment of derivative instruments	114	0.0%	(486)	-0.2%	600
Portion of losses/(gains) from the valuation of equity investments using the equity method	(44)	0.0%	4	0.0%	(48)
Total net financial income/expenses	(19,734)	-7.7%	(16,601)	-6.9%	(3,133)

The net financial management result decreased compared to the same period in the previous financial year by a total of Euro 3.133 thousand, due to:

a negative impact from Foreign exchange gains/losses of Euro 3,670 thousand, resulting from the favourable trend of exchange rates as at 31 December 2025 compared to 31 December 2024, which resulted in net losses totalling Euro 3,362 thousand (largely unrealised) compared to net profit of Euro 308 thousand (also largely unrealised);
a positive impact of the Fair value adjustment of financial instruments of Euro 600 thousand.

Net result of continuing operations

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Net profit/(loss) for the year of continuing operations	(2,406)	-0.9%	236	0.1%	(2,642)
Net profit/(loss) for the year of assets held for sale or sold	4,533	1.8%	(5,053)	-2.1%	9,586
Net profit/(loss) for the year	2,127	0.8%	(4,817)	-2.0%	6,944

The net result for the year of continuing operations amounted to Euro -2,406 thousand (Euro 326 thousand) after reclassification to "Net profit/(net loss) for the year of assets held for sale or sold" relating to Groupe Marais. As described in the table below, in the last two financial years the income statement of discontinued operations contributed negatively to the Group's result in 2024 with Euro -5,053 thousand and positively in 2025 with Euro 4,533 thousand.

Result of assets held for sale or sold

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Revenues from sales and services	10,584	100.0%	13,210	100.0%	(2,626)
Cost of raw materials and consumables	40	0.4%	(2,171)	-16.4%	2,211
Costs for services	(3,166)	-29.9%	(3,751)	-28.4%	585
Payroll costs	(4,394)	-41.5%	(5,558)	-42.1%	1,164
Other net operating costs/revenues	(1,529)	-14.4%	(1,806)	-13.7%	277
Amortisation/Depreciation	-	0.0%	(3,348)	-25.3%	3,348
Total operating costs	(9,049)	-85.5%	(16,634)	-125.9%	7,585
0perating income	1,535	14.5%	(3,424)	-25.9%	4,959
Financial expenses	(1,038)	-9.8%	(1,651)	-12.5%	613
Financial income	24	0.2%	65	0.5%	(41)
Pre-tax profit/(loss)	521	4.9%	(5,010)	-37.9%	5,531
Income tax	(112)	-1.1%	(43)	-0.3%	(69)
Capital gain on disposal	4,124	39.0%	-	0.0%	4,124
Net profit/(loss) for the year of assets held for sale or sold	4,533	42.8%	(5,053)	-38.3%	9,586

Net result

Financial year ended 31 December

(Euro in thousands)	2025	% of revenues	2024	% of revenues	2025 vs 2024
Net profit/(loss)	2,127	0.8%	(4,817)	-2.0%	6,944
Profit/(loss) attributable to non-controlling interests	436	0.2%	364	0.2%	72
Group net profit/(net loss)	1,691	0.7%	(5,181)	-2.2%	6,872

Results for the period amounted to Euro 2,127 thousand (Euro -4,817 thousand in 2024) after deducting taxes of Euro 2,191 thousand (Euro 3,599 thousand in 2024).

Net of the portion attributable to non-controlling interests, the net result is Euro 1.691 thousand.

Profitability ratios

Financial year ended 31 December

Ratio	Composition	2025	2024
Return on sales (R.O.S.)	Operating income/Net revenues	7.6%	8.5%
Return on investment (R.O.I.)	Operating income/Invested capital	9.6%	9.1%
Return on equity (R.O.E.)	Net result/Shareholders' equity	2.3%	-6.7%
Invested capital turnover	Net revenues/Invested capital	1.26	1.07
Working capital turnover	Net revenues/Working capital	3.59	2.40
Debt ratio/EBITDA	Net financial position/EBITDA	3.22	3.58
Debt ratio	Net financial position/Shareholders' equity	1.77	1.89

The table above summarises the main trends that characterised the financial statements of the Group as at 31 December 2025 compared to 31 December 2024.

Income Statement by segment Revenues by segment

The tables below show the income statement figures as at 31 December 2025 compared to those as at 31 December 2024, broken down into the three operating segments.