Tinexta Stock

Good afternoon, everyone, and welcome to Tinexta 1H 2026 Financial Results Presentation. Before I hand over to your host today, [Operator Instructions] I now have pleasure handing over to Josef Mastragostino, Chief Investor Relations Officer.

Please go ahead, Josef, the floor to you.

Thank you, operator. Good afternoon to all of you that joined Tinexta's first half financial results presentation. Here with me today, the Group Financial Officer, Oddone Pozzi.

Good afternoon, everybody.

As usual, I will go over some highlights and updates. So Oddone then will deep dive into 1H results as well as the business unit dynamics and updates. And then we will be closing with some closing remarks. The last part of the call will be dedicated to Q&A. And as a reminder, all the recording and the necessary documentation such as the press release as well as the presentations are already available on the company website.

So let's turn to Page 5, so we can go over some of the key group financial data. Revenues came in at EUR 214 million, pretty much in line with previous year. EBITDA adjusted was EUR 34 million with a small decline of 3% versus the prior year. EBITDA on a reported basis was EUR 28 million. Net profit on an adjusted basis was EUR 2 million, and the net financial position was EUR 343 million versus the EUR 240 million of the fiscal year '25. Very strong, came in, in terms of cash flow results, EUR 52 million, plus 39% versus the prior year and even an LTM number, which we'll discuss later, was very, very strong.

Let's please turn to Page 6 of the presentation, so we can go over some of the key highlights. Revenues, as we said, are EUR 214 million, pretty much flat versus the prior year, reflecting growth both in Digital Trust, which grew 3.8% and Business Innovation business units growing 2.9%, which were offset, unfortunately, by Tinexta Cybersecurity's performance, which declined by 17%. EBITDA adjusted was EUR 33 million, dragged down by a significant decrease, both in the Cybersecurity and Business Innovation business lines despite a double-digit growth instead in the Digital Trust business unit.

EBITDA on a reported basis was EUR 28 million. The margin was EUR 15.7 million (sic) [ 15.7% ] when we're looking at EBITDA adjusted margin, the reported margin was 13%. EBIT reported instead was negative EUR 41 million. This was related to ABF, but Oddone will go over the impairments in detail. Net profit on an adjusted basis from continuing operations was EUR 2 million, while on a reported basis, it was a negative EUR 43 million. Net debt we discussed and maybe it's worthwhile mentioning that the change in the net financial debt mainly reflects the estimated value of the exercise of the call option on Bregal Milestone, but this is a known fact.

Free cash flow from continuing operation, again, was EUR 53 million versus EUR 38 million of prior year. And kudos to, I think, the entire finance department because EUR 85 million of free cash flow on an LTM basis was a great result, specifically in the last 12 months. That was reflecting favorable net working capital dynamics.

Lastly, net financial position over LTM EBITDA adjusted was 3.36x. In the center part of the slide, you can see already the KPIs from a business unit perspective, very good top line, I would say, in terms of revenues for Digital Trust, even though it was shy of 4%. EBITDA was much stronger at 13% growth versus prior year. EBITDA margin was at another historical high, 30.2%. Cybersecurity instead was deeply impacted with revenues declining 17% and EBITDA declining 59%. The margin was really mid double -- mid-single digit at 5%. Business unit Business Innovation grew 3%, while EBITDA declined 36% versus the prior year.

The bottom part of the slide, instead, we are recapping some of the recent events. As you all have been aware, as of June 10, there was a launch of a voluntary tender offer by Zinc BidCo. And by July 22, the final results of the VTO, again, voluntary tender offer showed an overall 90.34% of the share capital of Tinexta. Relatively to the last couple of days between July 24 to July 29, the offer continued to purchase Tinexta's shares, reaching a total as of July 30 of 90.36%. I think the major takeaway here is that the consideration due to -- for the shares remaining will be determined by CONSOB. So you will obviously be informed by all means.

Turning to Page 7. I think most of these numbers have been commented and highlighted. So the revenues were flat. EBITDA declined 3%. And at this point, I will leave it to Oddone turning to Page 9 of the presentation.

Okay. Thank you, Josef, and good afternoon again to everybody. Here, we had the results of overall group by business unit, as you may have seen in the press release, we are delivering now sharing the results of H1, while the results of Q2 has been improving compared to last year with basically same revenues, but increased about 9% of EBITDA following an expected trend from our side.

Overall, still the revenue is flat compared to previous year and also on LTM basis, we are basically flat with the end of the year. On the EBITDA, like I said, we recovered a bit despite results of Cybersecurity that unfortunately was definitely much lower than currently we expected, but already some actions have been put in place in order to restore partially the situation by the end of the year. Digital Trust went well in terms of revenues, we have a growth of 4%. But in terms of EBITDA, we are up of 13.4% as we were able to handle the cost that affected negatively the last year in terms of third-party costs and cloud, as we shared with the market here, the company is back to delivering a higher than double-digit result in first half.

Cybersecurity is facing a tough H1. The revenue continued to go down basically aligned to the performance of H1, definitely the pressure on the market of system integration is heavily impacting the results of our division, but also in Cybersecurity, despite reasonable profitability in terms of EBITDA margin, still the revenue are weaker than expected, I would say, mostly driven by internal effect. Our capability to drop cost has been there because we left EUR 7 million of revenue, but we dropped only EUR 2.5 million of profitability. We were able to cut quickly some costs, but not enough to restore the situation.

Definitely, the aggressive action we have taken over Q2 on cost will start to deliver back in Q3 and Q4, and we do expect to partially recover compared to in H2, even though also for H2, we are not planning a recovery in terms of revenue as the trend in this moment is what we have seen.

For Business Innovation, I would say that if we are going to take out the impact of ABF, the results of Business Innovation are finally back to positive. So, let's say, growth despite the number in this -- looking at the numbers, basically, we are growing the revenue, but not in terms of profitability of H1, but I will deep dive later on. In terms of P&L, as you may see already commented in terms of EBITDA, as you can see here, we were able to drop the cost of third-party and services cost. As like I mentioned, in terms of personnel cost, we are slightly going up compared to previous year, but with a trend that is basically declining driven by the action we have put in place.

On nonrecurring cost, we are facing couple of million costs related to the public offer. The company has been involved in many, many legal matters as well as fairness opinion for the Board, for the independent Board member. And so this has been a burden of cost and activity for our group over the last 6 months that is carrying some costs. We had also some cost of layoffs here as well as some costs from consultancy in order to speed up cost out program here on the business unit that are facing more difficulties.

Depreciation and amortization includes EUR 30.5 million that then net deferred tax liability went down to EUR 31 million related to ABF business. Basically here, the trend in terms of success rate went down to the minimum level ever just before the France entered into a very different dynamics compared to the past where the success rate of the filing was 71% in H1, the success rate at the end was 24%. So definitely, we are reacting in terms of -- again here in terms of cost cutting and not replacement of resources and probably we will accelerate further, but the situation as of today is this.

Financial charges, overall, the cost of debt is over

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Just the -- we accounted the put and the call for the minority of Tinexta Innovation Hub and Infocert, but not yet, we had the cash out. So overall, the financial cost is the same. While obviously, last year, we got benefit as financial income that came from the cancellation of put Ascertia in ABF. Overall, the result has been impacted, like I mentioned before, by the depreciation of -- the depreciation from ABF. In nonrecurring results, the nonrecurring impact is quite detailed over here. I would say the main point is related -- the main difference compared to the past is related to ABF. Not, I would say, no major other impact that I have not yet commented like the nonrecurring service cost that we had on the past.

Net capital invested decreased compared to the end of the year. Obviously, we benefit as already Josef shared with you. We had a strong organic decrease in net working capital that helped us to deliver a very strong cash generation and despite of the overall results. So it means that we further improve our DSOs down the road. Obviously, we have amortization on top of the, let's say, depreciation of ABF. Net financial position went up as we accounted already in Q1, the potential debt for the payment of the call -- the exercise of the call over the minority of ABF still the process is ongoing following the shareholder agreement and the contract with the minority.

We do expect in the following quarters to be completely set up. No other major point on total shareholder equity. Obviously, here, we have 2 impact. Definitely the main impact is related to the decrease by the estimated value of the acquisition of the shares of Bregal in Tinexta Infocert as well as the impact of the loss of the period. If we go on an LTM basis, I would say I have nothing major to share here with you.

And while if we jump to Page 14, yes, to Page 14. Like I said before, we had a very strong -- another strong quarter in terms of cash generation, strong improvement over the previous year that was less positive than the past, driven by the Infocert that now is fully recovering. So we add up to EUR 52 million in 1H and LTM basis, we are up to EUR 85 million. That is a very strong performance in terms of cash generation.

Page 15, you can see here how we do -- we have the test of covenant on the net financial position over the EBITDA. As planned, we are below the 3.5x despite we are including both the debt for Intesa and acquisition of the minority stake in direct generation from Intesa and the minority stake from Bregal. So it means that the very strong cash generation allowed us to keep a well-balanced ratio and well-controlled financial situation. Like I said, we have more nonrecurring free cash flow components driven by the cost that I have already mentioned. And obviously, the net financial item is a very small portion. I would say, I would jump to the business unit in order to give you more color around our operations.

Infocert went up to 3.8% compared to previous year. I would say that all the different legal entities performed reasonably as we expected. We had no major variances. Finally, also Ascertia that has not been mentioned up to now means that went finally well. We had a strong Q2, and this is an encouraging situation. The positive development of this activity and combined with a tight cost management control, allows to jump up already above 30% in H1 while generally, we will achieve this percentage at the end of the year where we have a little bit more revenue there. So I think we are glad of the results and the potential of the company is there.

CapEx has been managed accordingly to previous year. And so we had -- as you can see here, we had -- we lowered the production cost by 5%, G&A cost by 8%. So we had a combination of revenue growth as well as cost, strong -- addressing strong actions on the cost side. Cybersecurity, unfortunately, is down quite significantly the system integration activities that from one side are bringing lower contribution. From the other side, we have a range

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of fixed cost, I would say, immediately to the structure of the revenue and this is heavily impacting our results.

Nevertheless, we were able to basically absorb EUR 5 million out of the EUR 7 million of revenue decline, but still many actions already put in place that will deliver a best situation, best results over the second part of the year, although we are not expecting actually a recovery in total revenue.

If we go to Business Innovation, like I said, we are overall glad of the results delivered because unfortunately, we need to taking out ABF from this picture. And ABF, we know that we have a tough situation there, mainly driven from the market, although the company is trying to address this shortfall in terms of revenue. For the rest of the business, we are in a situation where financing grants overall are improving over the previous year. We are in the middle of the campaign for the iper-ammortamento. The level of incoming orders is satisfactory.

We have a challenge in front of us, but so we have a target by the end of October to collect orders. And we are -- as of now perfectly on the trajectory, and this will help us to deliver a very strong Q4 because most of the revenue will be delivered when the investment of our customer will be finalized and put on working. And at that time, we will be able to deliver a very strong result. We do expect to fully achieve the results of the plan -- the initial plan of the business unit by the end of the year, excluding obviously what is happening relating to ABF. But this is -- I think it's very important. It's a step there. Also, we are trying to implement streamlining activities that we -- for which we will benefit in the second half of the year.

I'll leave now to Josef for the final comments.

Yes. So closing remarks on Page 22. Following the first stage financial results, the Board of Directors updated the group targets. You can find them on this slide. Revenues are now expected to be anywhere between 0% to 2% growth versus the prior year versus the 3% to 4% growth that we had disclosed back in March '26. The EBITDA adjusted is now expected to grow between 2% and 4% versus the 6% and 7% that we had disclosed in March. And lastly, the net financial position over EBITDA adjusted or leverage ratio is expected to be anywhere between 3.3 to 3.4x versus the 3.1 and 3.3x we had discussed back in March.

Like I said, in order to complete, so basically, we do expect a good year from Digital Trust and Business Innovation and this is really key to us because they are the most important contributor of the results, both in terms of revenue and EBITDA. Unfortunately, the situation on the Cybersecurity is affecting for the portion for which we are missing this result, but several actions has been put in place and will deliver full capability later on in Q4 and next year.

Net financial position EBITDA will be slightly above what was planned, but not for a weakness in terms of extraordinary cost that we incurred already driven by the public cost -- public tender and all the related activities we have strict management of the cash flow will be continuously in place.

At this point, we are done with our prepared remarks. We can please ask the operator to open the Q&A. If there are any questions, please go ahead.

We have now an opportunity for questions. [Operator Instructions] There are currently no questions. So we'll wait just a few moments to give everyone the opportunity to ask a question if they have any.

As there are no questions, I will now give the word back to the speakers for any final comments before bringing this presentation to a close. Thank you.

Thank you very much for your attention. And if you have any questions, we're always available.

Thank you again, everybody.

Thank you. This presentation will now come

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Good afternoon. This is the Chorus Call conference operator. Welcome, and thank you for joining the Tinexta Group consolidated results as of the 31st of March 2026 Presentation. [Operator Instructions] At this time, I would like to turn the conference over to Mr. Josef Mastragostino, Chief Investor Relations Officer. Please go ahead, sir.

Thank you, operator. Good afternoon, and good morning to the folks connecting from abroad. Thank you for joining Tinexta's First Quarter 2026 Results Presentation. Here with me today, Oddone Pozzi, Group Chief Financial Officer.

Good afternoon, and good morning.

As a reminder, all the relevant documentation of the first quarter results can be downloaded from the company website in the Investor Relations section. For the purpose of this call, I will cover some key highlights and updates of the call. Oddone, instead, will go over the first quarter financial results as well as the business unit's performance, providing us with a deep dive.

The last part of the call will be dedicated to Q&A. A recording of this conference call will also be available on the company website and will be posted upon completion of this call. Without further ado, let me turn to Page 5 of the presentation, which is available on the website. Let's go directly to the KPIs. Revenues came in, in line with prior year at around EUR 106 million.

EBITDA adjusted was EUR 15 million, declining 14% versus the prior year. EBITDA on a reported basis was EUR 14 million and net profit adjusted was EUR 1 million for the quarter. Net financial position came in at EUR 351 million versus the EUR 240 million of the fiscal year '25, with a very strong performance from free cash flow on an adjusted basis, growing 12% to EUR 35 million for the quarter.

Let's turn to Page 6. Again, let me just deep dive on the non-counted numbers. So we said the net profit on an adjusted basis from continuing operations came in at around EUR 1 million, while net profit on a reported basis was negative EUR 5 million. The change in net financial position, which is important, mainly reflects the estimated value of the exercise of the call option on Bregal Milestone’s stake, which is at around EUR 137 million.

The free cash flow on an adjusted basis from continuing operation was EUR 35 million compared to EUR 31 million in the prior year, reflecting strong cash generation from net working capital and provisions. NFP over last 12 months EBITDA adjusted was 3.49x.

The middle part of the slide, we give you some key highlights of the single divisions and namely Digital Trust grew 0.4% versus the prior year. In terms of top line, EBITDA grew 1.3% and the EBITDA margin was still very strong at around 29.4%. Cyber had a challenging quarter with revenues declining 16% versus the prior year and EBITDA plummeted 61% versus the prior year with margins at around 5.4% for the quarter. Business Innovation grew on the top line 7.6%, while EBITDA declined a bit more than 40% with margins in the mid-single-digit range at around 6%. On the bottom section of the slide, you can see some of the recent events and updates, in particular, let us give the market some updates.

This is all public information available on the website. Between March.. February 23 and March 20, the first window of acceptance period for the mandatory takeover on Tinextas shares promoted by private equity funds, Advent and Nextalia was obviously carried out. Between March 30 and April 7, 2026, the reopening of the terms of the MTO on Tinexta shares was again promoted by the offer.

Even though the results were just shy of the 90% threshold, which were necessary to trigger the mandatory takeover and therefore, delisting procedure. In terms of the recent acquisitions, you can see in terms of purchases actually between April 8 and April 30, the offer diligently with all the requirements from Borsa Italiana purchases various shares on the market, in particular, in accordance with MAR in order to reach the threshold of around 90%, again, which will trigger the delisting process. You can find all the official documentation on the website.

Turning to Page 7. I think most of the comments the numbers have been commented here. Maybe it's worth noticing again that the free cash flow is very strong at around 35%, but Oddone will definitely give you more color on that. In fact, for that matter, I will leave the floor to him.

Thank you, Josef. Good afternoon again, everybody. As anticipated here by Josef, you have seen that the quarter was almost basically aligned with the prior year results, while the group suffered a little bit on the margin side. Entering into different business units at Page 9, we are seeing that Digital Trust went up both in revenues and EBITDA, while definitely was less expected to have revenue falling down in cybersecurity by 16%, driving obviously an impact on the profitability.

On Business Innovation, we had some good news in terms of revenue, especially on the completion of the 5.0 long walk through 3 different years. And, but on the other side, we suffer a bit, we suffered in France on AD. If we move to Page 10 to the P&L, we have seen that the revenue is basically flat and also that the personnel cost has been kept at basically flat compared to previous year, in some way anticipated the situation.

The revenue mix and especially also the 5.0 in zero acceleration brought a higher utilization of third-party services that moved up from 38% incidents to close to 40% incident that is driving basically the erosion of a couple of points of the EBITDA. We have to consider as usual that the Q1 represent a portion well below 1/4 of the total year EBITDA. We are talking basically below 15%.

So this is something that can be managed through the year where the group has already put in place some actions in order to confirm and achieve the year-end projections. In terms of depreciation basically flat compared to previous year. Financial income and charges, the only difference is related to last year, we got a profit on the cancellation of the put on Ascertia drew the gross to EUR 7 million profit that did not occur this year.

For the rest, as anticipated by Josef, the net profit was basically negative by EUR 5 million compared to EUR 4 million of the previous year. Also this year, we had some no recurring specially costs Definitely this has been driven mostly by all the activities we incurred both on some M&A activity, but also on all the listing activities that the company has carried out during the process. If we go to the balance sheet at Page 12, the net invested capital went down quite significantly, definitely as expected. We had an organic decrease in terms of working capital of almost EUR 30 million. The higher level of billing that occurs in Q4 has been during the Q1 as usual.

And we were able, as we will see during the presentation to deliver a very strong cash generation. So the invested capital went down, while the net financial position went up as the group decided to exercise the call on the 16% of the stake in Infocert by the private equity Bregal this brought basically to book that like item basically in the net financial position that is EUR 351 would say that almost 50% of this debt is related to future put and calls to be executed. It's not all financial debt bearing interest and cost.

As a reverse of this, we have seen the shareholder equity going down to EUR 200. I think we on the LTM basis, obviously, the net investment capital went down to almost EUR 200 million. Obviously, half of this has been driven by the impairment that has been implemented at Q4 and the shareholder equity as both as part of the previous mentioned as well as obviously the loss of the previous year. On the if we move to Page 14, on the net on the basically the free cash flow from continue operation obviously, has been extremely positive. Basically, the free cash flow from continuing operations went up from EUR 31 million to almost EUR 35 million in the first quarter, significant growth at double digit.

And if we look at LTM basis, basically, we are talking about more than EUR 74 million that is -- that again, is a confirmation of the strict financial policy and financial discipline, I would say, that we are able to put in place, especially on net working capital, improving year-on-year the capability of collect our receivable and the revenue we produce and a very strict control in the CapEx to confirm the financial discipline we have in place.

Also if we -- again, if we move to Page 15. Again, you have seen that we do not have a major issue around the Q1, excluding basically the booking an estimate of potential cash out coming from the exercise of the put on the stake of Bregal as well as small addition to our portfolio of activity that we delivered during Q1, we acquired a couple of small company who complete our offer in basically in Digital Trust and business as well as we disposed business in the sixtema business that is part of Digital Trust cashing in one booking EUR 1.6 million cash. On the LTM basis, we have seen here the picture is more wide. I would say we have an important part of cash generation of the last 12 months. And obviously, last year, we distributed dividends for almost EUR 17 million.

And obviously, the net between acquisition and disposal has been EUR 110 million debt because late last year, basically, we deconsolidated as a financial credit the deconsolidation of defense. I think it's very important to go to deep dive into the business unit. I would say if we deep dive in Digital Trust, we have to say that all went well if we exclude the performance of ABF and Ascertia. Ascertia had a not positive Q1 especially in terms of revenue and obviously also in terms of EBITDA.

So basically, we had a quarter with no one-time sale of licenses that are generally fueling the growth on top of the traditional EUR 1 million recurring revenue that we have each month. Apart of Ascertia, we may say that the online sales grew almost 20%. This is very important and encouraging achievement we delivered as well as we were able to confirm the positive trend in other part of the business and still confirming the importance of the growth and the results of this area. CapEx has been aligned with previous year, confirming our capability to manage them. And again, the EBITDA is growing just 1.3%. But if we exclude Ascertia, I would say the revenue and the profitability would have been much more positive. On cybersecurity, I have to say this year is the level of drop of the revenue was definitely quite significant because we are talking about more than 15%. Security solution services, especially were down 20%, 24%, especially in lower sales in advisory as well as in managed security services.

So we were definitely in this area weak in terms of especially on sales. On Technology Solutions, obviously, we are suffering about all the portion of the business mostly related to project and system integration is suffering. This is a situation of the segment.

Especially we are suffering on activities in primary client in the banking sector that is also putting under pressure our profitability. We will continue in this area to recover profitability through to immediate cost cutting rebalancing of the cost with the revenue. At the same time, we are pumping up our portfolio trying to accelerate the recovery of Business Innovation, I would say business innovation,

the situation some extent could be analyzed as the Digital Trust. So basically here, we suffered quite significantly because we deliver EUR 2 million less EBITDA in ABF than previous year, and this has been the major impact that we have. The situation in the market of subsidized financing in France is really tough and difficult.

Basically, the level of the success rate went down quite significantly, basically has been half than previous year. And this is not related to our capability to provide service to companies.

Definitely, the level of project accepted by the relevant public bodies has been severely reduced and this is driving, obviously, on one side, some issues in getting orders from the clients because in front of a potential lower probability of getting the project accepted by the relevant public bodies, sometimes difficult to get orders.

On the other side, we may say that the level of positive responses for the relevant bodies are dropped. If you take out ABF and this situation, we have to say that at the end, we got a positive, finally a positive impact. So basically, what has been missed in Q4 last year on 5.0 has been recovered in Q1. In Q1, we booked a better results compared to previous year. So basically, the company was finally able to get the revenue or all the activity performed on the 5.0. We are now waiting starting from Q2 an acceleration on the new measure that we have, that is the [indiscernible] for which sales have already started. And we do expect that some major clarification that should occur over the next weeks will put our sales force in the position to collect all the orders that are expected by from this new measure.

So overall, this is the situation. The revenues went up 7%. There's been some pressure on the mix of the revenue we deliver also because the 5.0 has been requested to deliver in a very small amount of time, and this required additional effort from external resources being able to perform all the activities until the expiring of the measure. so basically, this is the situation, then I leave to Josef that will complete talking about the guidance.

Yeah, As you all know, the Board of Directors convened today, and they obviously confirmed, as you have read on the official documents, press releases and presentation, the guidance, which includes revenues growing 3% to 4% versus the prior year in terms of top line, EBITDA adjusted growing 6% to 7% versus the prior year and leverage ratio to end around that is NFP over adjusted EBITDA to end around 3.1 to 3.3x. Obviously, there are key initiatives being already put in place in terms of implementation and action plans that containing operating costs as extensively underlined. At this point, I would open the call for...

Sorry, your last word just cut out just to let you know, but we have the first question from Aleksandra Arsova of Equita.

A couple of questions from my side. The first one, just a follow-up on what you said at the very beginning on the delay of the postponing of the reverse merger since you're aiming to reach the 90% without threshold, which is the new threshold according to the updated to regulation. But since this new regulation came into effect after the end of the original tender offer period. So I was wondering if you have received a sort of formal confirmation by CONSOB that you can apply this new rule also retroactively to this, let's say, to this deal to the tender offer. And the second one is on the call you recorded for Infocert for the 16% stake. If I read it correctly, you booked EUR 137 million for the 16%. So I was wondering if you can share with us what is the implied valuation in terms of multiples in this EUR 137 million.

Hi Aleksandra, I'll take the first one and Oddone will take the second one. So in terms of the information that you're asking, first of all, obviously, it's the offerer who is acting in terms of the mandatory takeover.

We know about the new, but that I think will be approved in June or something like that. In terms of the information that you see on the public press release, what has been mentioned is basically that the reverse merger has already been put in place or at least the initial works have been put in place and that accordingly, we basically the offer has almost reached the 90% threshold. I think that pretty much is the information that you guys need. In terms of retroactively, I cannot confirm if that is the case. We know that the TUFA was obviously amended and will make the processes easier. But let's keep it factual. Let's keep and stick to what is on the press release. So I will just say that we confirm what the press release is actually saying, and we also confirm all the already and public information in terms of the purchases made by the offer to reach the 90% threshold. Just give us a second for the second question.

Okay. Yes, going to the second question. So basically, we applied our view on the calculation of the value of the acquisition of the 16%. so basically, this has been internally calculated based on the information and on our view how this is going to be calculated. So the process is currently ongoing as a normal M&A deal. And we are dialoguing with the counterpart and the process is following. There is no -- definitely is a complete calculation of -- based on the agreement between the 2 parties.

[Operator Instructions] Gentlemen, at this time, there are no questions registered.

All right. Thank you very much, operator, and thank you.

Thank you.

Bye.

Ladies and gentlemen, thank you for joining. The conference is now over, and you may disconnect your telephones.

Good afternoon. This is the Chorus Call conference operator. Welcome, and thank you for joining the Tinexta Group consolidated results at the 31st December 2025 presentation. [Operator Instructions]

At this time, I would like to turn the conference over to Mr. Josef Mastragostino, Chief Investor Relations Officer. Please go ahead, sir.

Thank you, operator. Good afternoon, everyone, and good morning to the folks connected from overseas. This is Tinexta's fiscal year '25 results. Here with me today are, Oddone Pozzi, Group Chief Financial Officer. As a reminder, all documents related to the 2025 financial results are available for download on the Investor Relations section of our company website, and you can connect to this call and to all other documents via QR code at the end of this presentation.

Let's now turn to Page 3. For the purpose of this call, I will kick it off with the executive summary and business highlights. Oddone will review the fiscal year '25 financial results. I then will follow up with the BU outlook, and Oddone will wrap it up with 2026-2028 business plan targets. At the end of the call, we will be available for a Q&A session upon completion of this call. An audio recording will be available on our company website.

Let us turn to Page 5 of the presentation, which recaps the brief history and timeline of the MTO or mandatory takeover promoted by private equity funds, Advent and Nextalia on Tinexta's shares. In August, as you all know, Tecno Holding and the 2 private equity funds signed binding agreements for the transfer of a controlling stake equal to 38.74% of the share capital, subject to the 2 conditions precedents, namely Antitrust as well as the Golden Power, which respectively came in, in October and December of the prior year.

The latter, which was granted on December 24 with the issuance of a Prime Ministerial Decree requiring, among other conditions for the disposal of the stake in the Tinexta Defence in favor of an entity deemed by the government capable of safeguarding the essential interest of national security and defense with reference to Defence Group. From the closing date of December 30, 2025, all information flows from Tinexta Defence to the parent company have been segregated and the stake has been transferred to a blind trust established in early January.

At the same time, the closing of the transactions triggering the launch of a mandatory takeover at a price of EUR 15 cum dividend per share as well as the renewal of the Board of Directors, which was appointed by the shareholders' meeting back in December of '25.

At this point, maybe some of the most important elements for your information, they're all highlighted on this slide, and they're all available on the website. The offer document has been approved by CONSOB on February 19 with an acceptance period starting on February 23. And just as a reminder, the accepted period will last for 20 trading days and will end on March 20, 2026.

Let's turn to Page 6. Before I go over fiscal year 2025 figures, I would like to remind you that in accordance with IFRS, the Defence Group's contribution as of December 31, '25 is classified in the income statement and balance sheet under discontinued operations and assets held for sale. This reclassification is also reflected in fiscal year '24 comparative data, Oddone will give you a more detailed explanation of the deconsolidation process while giving you an in-depth analysis of the financial results for the year.

2025 revenue grew by 4% to EUR 457 million, while EBITDA adjusted landed at EUR 103 million, a 3% decrease. Net profit adjusted from continuing operation came in at EUR 36 million with a 3% decrease, actually, while falling to a negative EUR 58 million on a reported basis, mainly due to some noncurrent impairment, which will be discussed more in that later during the presentation.

Free cash flow on an adjusted basis from continuing operation was EUR 70 million, growing 60% versus fiscal year '24. Cash generation was reflected in the decrease in the net debt, which came in at EUR 240 million versus the EUR 322 million recorded in fiscal year '24. Net debt in fiscal year '25 also includes positive effects of Tinexta Defence debt consolidation of around EUR 89 million in accordance with IFRS. Leverage ratio sits at 2.33x at the end of the year. It is important to note that results came in line with the preview already issued on January 22, 2026.

Turning to Page 7. Slide 7 shows the growth trends of Tinexta's key indicators over the last decade with revenues growing on a CAGR base to around '14-'25 at around 18%; EBITDA adjusted growing on a CAGR base, again, '14-'25 at over 20%.

Turning to Page 8. Results were in line with the preview as we just said. Revenues were EUR 457 million, growing close to 4% and EBITDA adjusted was EUR 103 million or declining around 3% with a margin of 22.6%. The growth shown in Digital Trust was more than offset by slowdowns in cybersecurity and business innovation.

EBITDA on a reported basis came in at EUR 90.8 million with a 19.9% margin. EBIT adjusted came in at EUR 63 million, negative -- by EUR 68 million on a reported basis due to impairment of goodwill related to acquisition. Again, Oddone will provide much more color on this later.

As mentioned a few slides ago, net profit adjusted from continuing operations came in at EUR 35.5 million, negative EUR 57.9 million on a reported basis. Net profit attributable to discontinued operations was equal to positive EUR 12.1 million. The change in net financial debt to around EUR 240 million is mainly attributable to cash flow generation as well as positive impacts from Put adjustments and as previously mentioned, the deconsolidation of the Defence Group. Free cash flow adjusted from continuing operation was EUR 70.4 million versus the EUR 43.7 million recorded in the prior year due to lower CapEx and cash taxes paid during the period.

On a divisional basis, on the center part of the slide, Digital Trust revenues grew by 7% with EBITDA adjusted coming in at 5.6% and a margin of 31.2%, extremely healthy margin. mostly in line with the prior year. Cybersecurity revenues fell by 3% with EBITDA adjusted decreasing by 4% and EBITDA margin at 13.9%. In terms of BI, revenues grew by 3% with a significant decrease both in EBITDA adjusted, minus 15% as well as marginality, which came in at 24%.

Finally, I would like to provide a brief overview of some of the key updates on the bottom. As we said, maybe it's worthy of mention the fact that the Board unanimously approved the issuer statements regarding the MTO and deemed also on a unanimous basis, the offered price fair from a financial standpoint.

I will now leave the floor to Oddone to provide more details on fiscal year '25 results.

Hello. Good afternoon, everybody. And as already mentioned by Josef, let's move now to Page 10 before entering into the analysis of '25 results. As mentioned by Josef, following the DPCM of December 24, we went through a different accounting for Tinexta Defence following the IFRS 10.

So basically, the company has been deconsolidated since day 1. It also has been restated the financial figures of the year to -- at the end of '24. Basically, at the end of '24, you will see as an asset available for sale, while at the end of '25, these assets available for sale has been accounted at short-term cash. So this means that it's an asset held for sale, but following the prescription of the DPCM that was stating that the company would put on sale immediately in the short term after the move out from the control of Tinexta. So basically, the current accounting is reporting this within the net financial position as a positive asset.

When the company will be definitely sold, we will cash in, we will move from credit financial receivable short term to directly to cash. So this is very important. So everything has been restated. All figures are really comparable. So the new perimeter as already shared with the market is the full perimeter without Defence Tech.

As already mentioned by Josef, the year ended with revenue growing around 3%, so below our expectation, but still positive on an organic basis, while the EBITDA went down almost 3% and also the adjusted EBITDA and also net profit before adjustment has declined compared to previous year. Overall, the EBITDA adjusted closed at EUR 103 million with an EBITDA -- adjusted EBITDA margin at 22.6% reducing compared to previous year. And the net profit reported is negative by EUR 45.8 million. I would say EUR 70 million of this driven by impairment related adjusted on the put and earnout position.

Very positive has been the free cash flow during the year, the extreme discipline in working capital management as well as, as already anticipated to the market of a much more rigorous management of the CapEx allow the company to deliver -- without the contribution of Defence Tech, more than EUR 70 million from continued operation of adjusted free cash flow in very important growth compared to EUR 44 million of the previous year.

What happens to the P&L? We can walk through at Page 12. Basically, as I stated, the revenues went up mainly, I would say, in 2 of the 3 divisions, with a pace lower than one expected, but still growing, while we recorded a decline in revenue in Cybersecurity.

In terms of costs, overall, the cost of services and labor cost was handled more online, aligned with previous year, also with an improvement in terms of cost on the revenue, but this occurred mainly in commercial and G&A cost, while the third-party cost related to delivery of the business has increased quite significantly as well as the increase of cost of salaries and personnel costs went up quite significantly at 9%, and this was occurred especially in Digital Trust and in Business Innovation activity. And this has been mainly -- it has been mainly the driver of the decline in terms of EBITDA that impacted the results.

Other nonrecurring costs were aligned with previous year, while in the depreciation, amortization and impairment, you have here a significant increase. As during the year, already in June and September, some impairment has been recorded following the weak development of activities in basically 3 companies that are all foreign companies like ABF primarily, and then CertEurope and Ascertia in Digital Trust.

During Q4, we had a shortfall in success rate of activity of ABF that led us at the end of the day to the decision to develop a much more prudent plan compared to the previous one as the continuous decline of the success rate driven by the very difficult financial situation in France, where the contribution to innovation to the companies has been significantly reduced has driven to, like I said, to deliver a much more prudent plan, and this obviously has impacted the fair value of the company. This is the reason why we had to run a full impairment of around EUR 70 million in ABF.

Further, let's say, impairment occurred in Ascertia, also here driven by a weak Q4 that again led us to produce a much more prudent plan. We also saw a minor adjustment also on fair value. The company is still increasing the performance compared to previous year. But again, also here, the level of the plan that has been developed drove to a minor -- to an adjustment of EUR 6 million.

On the other side, we had EUR 23 million of positive impact in financial charges -- between financial charges and financial income because basically, while we were reducing the level of the fair value of the company, also the level of the put and earnout has been reduced by EUR 23 million. So overall, we can say that all the adjustment to the balance sheet of the group has recorded -- has driven an impact of EUR 70 million, and this is exactly different from the positive of EUR 35 million compared to the negative of EUR 40 million. These are the main drivers of the results.

You may see also that the net profit of discontinued operation of Defence Tech has been recorded here. This is the combination of 2 different things as stated in our Relazioni. And so basically, EUR 3.6 billion is the result of the current -- the 25 year of Defence Tech, while the remaining portion is a recovery of the previous devaluation that we run when we were during the public offer. So this is the results of the company.

And so in the following page, Page 13, you have here basically the adjusted figures taking out all the nonrecurring operation. And I would say that the level of EBITDA has been already explained. The level of amortization of other intangible assets from consolidation means from PPA has been aligned with the previous year. I also went through the commentary of the EUR 93 million of impairment as well as 2.1% combined to the 21.4% that is the benefit that we get on puts and earnouts.

If we move to Page 14, you may see here in one single page, basically the trend that I already anticipated to you before working into much more details. Digital Trust has a growth in the range of 7% in terms of revenue, only 6% in terms of margin. Cybersecurity went down 3% of revenue, being able to keep the decline of the EBITDA at 4%, while Business Innovation had a very, very weak year, mainly driven by cost management, cost and personnel cost management.

Digital Trust, overall, if we move to Page 15, Digital Trust mainly delivered a revenue of 7% growth that is slightly below our original expectation. But overall, we may say that this has been mainly driven by the performance -- not positive performance from Ascertia. If we take out Ascertia, we may say that overall, the company was able to grow in terms of revenue and profitability compared to the previous year, not at all far from the expectation.

Very important is also looking at our business to the third bullet, in line with our expectation, as previously announced, the business unit dropped materially the CapEx that were extraordinarily higher in 2024 to less than EUR 14 million. So like I said, we have more or less the same marginality. EBITDA went up around 6%, mainly driven by the performance of Ascertia and that we delivered during the year.

In Cybersecurity, the performance has been not aligned at all with the expectations. The company was not able to keep the level of revenue of the previous year. Especially we were facing in security solution area, a lack of capability to penetrate the customer and the market and also we have some lack of profitability in some area of the activity. We were able more or less to keep the level of revenue in the digital portion, mainly helped by some sales in proprietary product, basically the [ email ] that is one of the most specific part of this business. But at the end, in combination of the 2, the company was not able to achieve the revenue targets and still not even achieve the same level of revenue of the previous year.

The company worked quite a lot on costs, especially on labor cost that went down compared to the previous year, a couple of million. We are talking about around EUR 45 million of personnel costs. So they went down. So they were also able to recover the natural cost growing of the inflation relating to the personnel cost. But this was not enough to keep the profitability that was missed compared to previous year of around 4%, keeping the same level of EBITDA margin around 14%, but still not achieving what committed at the beginning of the year.

In Business Innovation, we talked several times during the year, even last time when we issued the guidance, the management of the group had knew from a few days that a new issued rules for Industry 5.0 could have been -- could have hit significantly the profitability of the company. At that time, we were all in a position to estimate a potential impact up to 3% of the profitability of the group in terms of EBITDA. And unfortunately, this occurred.

So basically, here, definitely compared to the last projections, we have been hit by the Industry 5.0 last minute changes -- changing of the rule. But it has been clear that overall, the company was able to deliver a slight increase in terms of revenue. But in terms of cost management, the company again, already missed EUR 3 million, EUR 4 million of revenue profitability in last part of the year without any opportunity to react in such a short term. But obviously, this is the result.

In terms of the French market, the situation is difficult. At the end of Q3, the level of the success rate of this kind of business was around 36%. And last year, the Q4 that was extremely positive with 50% of success rate drove the results up to 42% of success rate, enabling the company to deliver a EUR 3 million -- more than EUR 3 million EBITDA.

Q4 this year has been dramatically low in terms of responses, answers from the public bodies entitled to issue the contribution to the investors and the success rate dropped to 31% in the Q4 affecting significantly the results of the year. What we are observing there is that basically the positive -- the files that has been accepted by the public bodies went out last year with 36% fee for us that is linked to the level of investment in innovation this year with 21,000 per project.

It means that basically, the government -- the public bodies are approving only small contracts, and you can imagine that small contracts have, by definition, a much lower profitability, while the largest contract has been refused during this period. So overall, this combined, so we lost EUR 3 million from ABF and the other EUR 4 million from the other part of the business compared to previous year where Industry 5.0 has definitely impacted the result.

In terms of balance sheet, I already explained how we -- has been dropped the net financial position and how much is accounted for the Tinexta Defence Group. So basically, this is already in the positive cash. Nevertheless, the net financial position has been favorably impacted by more than EUR 70 million of free cash flow that is a very important achievement of the company. The company has already distributed EUR 20 million dividends overall during the year. The net invested capital obviously has been declined half of this relating to the write-downs of the goodwill of some companies and the consolidation of the Defence Group that brought the net invested capital below EUR 600 million, while the goodwill now is EUR 370 million.

Obviously, we had also an impact also into the shareholder equity. We have a decline of EUR 34 million in the shareholders' equity that is driven by the exercise of the call -- the put, let's put in this way, of our minority shareholder Banca Intesa in Tinexta Innovation that led us to record a loss, the equity of EUR 34 million, but -- and the single balance sheet of Tinexta Innovation Hub by EUR 22 million, but this has been driven. Again, the low performance of Tinexta Innovation Hub has driven a lower valuation of the group. And therefore, we recorded a loss while we accounted for the put of Intesa that is already in the net financial position as at the end of the year.

If we move to Page 19, I think already commented on the net financial position. If I go to the free cash flow, I may repeat here that we were able to increase significantly the cash generation of the group, very strong discipline in net working capital management, where we improved significantly also in business innovation on top of other businesses. And we reduced invoice to be issued compared to the previous year. And also, we reduced the CapEx by EUR 11 million. Overall, this led us to this result.

I think that all, as already I more or less explained what happened at Page 20, and then I leave the floor again. Thank you.

Thank you, Oddone. I will now go over some key elements regarding the current state of our BU's core market as well as providing some color on the drivers for the future.

Slide 22. Let's start with Digital Trust. Digital Trust division is operating in the ever-evolving digital transaction management market with established presence, as you all know, in primary EU countries. Currently, changes in the DTM segments are mainly driven by developing regulations, both at the EU level and national level. Just to mention some examples, EU wallet, e-invoicing requirements as well as the acceleration of new technologies such as artificial intelligence, which also highlights the need for stricter security measures.

The push for harmonization on a regulatory level as well as the fragmented competitive environment fosters a growing consolidation trend in the market, leading bigger qualified players such as Tinexta Infocert, to acquire potentially small local players. The EU digital trust market is expected to grow on a CAGR base '24-'28 expected of 13.7% with introduction of new EU regulation fostering a growing interest in identity management and identity wallet, which respectively, will grow 15% and 57%, again, CAGR '24-'28 expected, shifting from a previous focus of e-signatures.

In this context, e-invoicing remains a complementary market, also given the push from EU regulation towards mandatory adoption. We all remind the market that the deadline is by 2028, and the CAGR is again very interesting, '24-'28 expected of around 16%. One of the main challenges for players in this space is represented by the asymmetry in the digitalization among EU countries, which all have different levels of digitalization. The matrix on the right-hand side of the slide clearly encapsulates this concept, highlighting the potential for penetration in markets that showcase low digital maturity and higher potential market size, such as Germany and the U.K., just to mention a few.

In the next few years, DTM market expansion is well -- is going to be led by the aforementioned technology and regulatory standardization as well as by stronger operational requirements and evolving regulation unlocking new markets with big players still needing a degree of customization at a local level in terms of geographies. Tinexta Infocert expertise and presence in high potential markets with varying levels of maturity could be instrumental in creating an optimization product offering, and this could actually represent a strong advantage in the fast-developing DT environment.

For Cybersecurity, let's turn to Page 23. In that case, the division mainly operates in the domestic market in this case, providing both security solutions and system integration. The Italian cyber market is expected to grow strongly from the EUR 2.2 billion registered in '24 to around EUR 4-plus-billion in 2030 with CAGRs of around 11%, '24-'30 expected CAGRs that is, supported by more stringent regulatory requirements, in particular, NIS2 and growing risk awareness, leading companies to increase their security budgets in a context where global cyber-attacks are on the rise. I mean, the news of these last few days make this a very strong point.

In this scenario, Tinexta Cyber acts as a very specialized player, mainly focusing on finance segment. navigating a fragmented yet competitive market environment. On the other hand, the system integration market instead is worth approximately EUR 6.4 billion, and that instead is expected to remain stable in the same course of time between '24 and 2030. The market is characterized again by a very fragmented and competitive landscape, and this will represent, obviously, some opportunities in the near future.

Let's now turn to Page 24 and go over some key elements of business innovation. Oddone provided a very, I would say, thorough analysis of what the year represented, but let's give some context here. Tinexta Innovation Hub is positioned regardless of the performance of this year as the leading Italian player in subsidized finance, for example, and that is based on revenue. In particular, aside from subsidized finance, the company provides also advisory on European financing, sustainability and energy, corporate finance, innovation, internationalization and digital marketing.

Looking at the Finance and Grants or F&G segments in Tinexta Innovation Hub market, we can see the normalization of tax incentives and the overall reduction in the number of Subsidized Finance programs at a EU level in the next couple of years. That is for sure. In Italy, the reduction in available funds, which we witnessed this year, combined with the decrease in deductible rates from the 40%/50% in '22 to the 10%/20% in '25 and the procedural complexity lowered the attractiveness of Subsidized Finance programs such as Industry 4.0 and 5.0. The evolving form of the 5.0 or the [Foreign Language] could be though a driver for revenue in the next couple of years, already starting in '26. So definitely a nice look at that.

At the EU level, France continues to be unfortunately very penalized by political and economic instability, hindering public budgets and introducing stringent requirements for approval. Spain, on the other side, sees the expected reduction in RPP for the next few years. In 2024, we decided also to introduce the advisory business line to expand the offering through a complementary product portfolio by diversifying revenue sources, implementing cross-selling and leveraging twin transition. Advisory -- Serviceable Addressable Market, also known as SAM in Italy is expected to grow 9%, and that includes ESG export, temporary expert services and digital marketing.

Let me now turn it to Oddone for the 2026 guidance and '26-'28 business plan targets. Oddone?

Okay. Thank you, Josef. After the view from Josef on markets and activities, let's try to look at the overall picture of how we are shaping our plan for the group and from the different business unit for the next years.

If we look at '26, I will go first by business unit. So overall, I may say that this year, we have taken a much more prudent approach in terms of revenue, but mainly this also in terms of cost. So we were putting together a plan with much more adherence to the previous performance in terms of revenue. So we need to stay aligned with the performance that the group has been able to deliver over the last couple of years in terms of revenue. And we decided, therefore, to adjust our cost basis in order to allow an EBITDA growth compared to the fact that this year, the like-for-like result has been lower than previous year.

So for Digital Trust, the growth expected in '26 is in the range in terms of revenue of 4%, 6%. And we do expect to leverage on this, trying to have much more focus and discipline on the cost basis. And so therefore, we do expect to grow around 7% that is higher than the performance we delivered during -- in terms of growth compared to what we delivered in '25.

In terms of Cybersecurity, we do not expect significant recovery of revenues. Definitely, we do expect to recover some revenue in the area of Cybersecurity because the market is there, the opportunity are there. We were not able to catch them as expected during '24. But still, we are working to achieve a growth in that area that could lead us to deliver a growth revenue more or less in the range of 2%, 4%.

Obviously, further discipline is expected, and we will continue to reduce cost in this area that especially on third-party as well as a much more disciplined management of personnel cost. This could lead us to increase 15%, 17%. But again, we are talking about a significant percentage, but on a significant cost basis because we are talking about EUR 80 million. So if we recover -- to recover EUR 2 million, it needs to grow 15%. So we are not talking about strong increase in terms of absolute value is more a management of costs here.

In terms of Business Innovation, here, the growth is still interesting. We do expect to grow internal revenue 6%, 7%. We do believe that especially being able to grow also in the '25 despite of the negative impact of Industry 5.0 is driving us to think that we could be in a position to grow more than 6% during the year.

Obviously, this revenue growth will be fueled mainly by the new regulation on what we call [Foreign Language] that could allow the Finance and Grant business to recover revenue, but especially margins. As you know the rate, what is called [Foreign Language] here is around 40% despite the fact that this is an [Foreign Language] accelerated depreciation that is taken quite a long period. Nevertheless, here, there is an opportunity.

Also, there is the opportunity on our [Foreign Language] where the positive performance of the subsidiary warrant funding project has already achieved the fixed part of some project. As soon as the project will be completed, we will achieve, and this is expected during the '26, achieve significant term of revenue and profitability. So I would say that half of this growth should be reasonably secured. Obviously, is projected a partial recovery of in '26 of ABF. And if we combine this with a much more disciplined cost management should allow us to recover the profitability not at the level of '24, but much closer to '24 results than to '25 results.

We do expect still a capability of cash generation in the range of 25, if not, even better. And this should lead us to a net financial position -- ratio between net financial position and EBITDA as a group in the range of 3.1%, 3.3%. And at combined level, obviously, the revenues are expected to grow 3%, 4%, while the EBITDA adjusted 7%, 8%.

So this is the projections for the '26. If we move to the 3 years plan, again, we do believe to be able to continue our path of growth profitability a quite interesting pace because we are talking about 7%, 9% on a compound average growth rate, driven obviously, with the help of revenues growing in the range of 3%, 5%, but fueled by a very extensive capability to handle third-party cost and personnel cost. Cash generation is expected to continue very solid over the 3 years, capable to land in the range of 2x the EBITDA.

Finally, at BU level, as you can see, there is no much more movement in the next 2 years, '27, '28 compared to the previous one. But again, this is overall, so basically, we do see Digital Trust capable to start to grow again at a very interesting part in -- especially in profitability, Cybersecurity to recover and to improve 3 points of profitability, so basically to land in the range of 16%, 17% EBITDA and to bring, like I said, not yet back in absolute value to the results of '24, but still very close to '24 results for the business enough.

So this is all, I completed my part 2. And then so I leave to Josef, as I think now we have the Q&A part. Yes, and correct.

If we can, operator, open the Q&A line for any questions, please.

[Operator Instructions] Gentlemen, there are no questions registered at this time. I'll turn the conference back to you for any closing remarks.

Thank you.

Thank you very much, and have a good evening.

Ladies and gentlemen, thank you for joining. The conference is now over, and you may disconnect your telephones.

Good afternoon. This is the Chorus Call conference operator. Welcome, and thank you for joining the Tinexta Group consolidated results at 30th September 2025 presentation. [Operator Instructions]

At this time, I would like to turn the conference over to Mr. Josef Mastragostino, Chief Investor Relations Officer. Please go ahead, sir.

Thank you, operator, and good afternoon to all of you that joined this call. This is Tinexta's 2025 9 months results. Here with me today, Oddone Pozzi, Group Chief Financial Officer.

Good afternoon, everybody.

As a reminder, all the relevant documentation of the 9 months 2025 results can be downloaded from our company website in the Investor Relations section.

For the purpose of this call, I will go over key strategic items of the call. Oddone will go over instead the 9 months 2025 financial results as well as the business unit's deep dive, providing us with all the insight. At the end of the call, we will have the dedicated area for Q&A. A recording of this conference call will also be available on our company website, and it will be posted upon completion of this call.

At this point, I will kick it off by turning to Page 5 of the presentation. So results on a 9-month basis ending September 30, 2025, reported revenue at EUR 347 million, growing 14% versus prior year. Adjusted EBITDA came in at EUR 63 million, growing 12% versus prior year. EBITDA on a reported basis was EUR 55 million, growing 20% versus the prior year and net profit on an adjusted basis was EUR 15 million. Net financial position came in shy of EUR 300 million versus the EUR 322 million registered on the fiscal year '24, while free cash flow on an adjusted basis was very strong, registering EUR 56 million for the 9 months or 47% versus prior year in terms of growth.

Turning to Page 6. So 9 months registered double-digit growth and a very strong cash flow generation. As we mentioned, EBITDA adjusted was EUR 62.7 million, which was mainly driven by the strong growth in Cybersecurity due to Tinexta Defence's contribution. Digital Trust results, while positive, were still impacted by the delays in Ascertia's performance.

Business innovation figures still lagging due to the political unrest impacting subsidiaries in the French market, in particular, ABF. We will give you a very detailed description of what is going on in ABF. And also, we registered during the third quarter of Business Innovation, a strong contribution from Industry 5.0. And even on this item, we will give you an in-depth description of what is going on in that particular side of the market.

EBITDA, on a reported basis, as I said, grew 20% versus prior year, and that growth was due to lower charges related to LTI incentive plans. EBITDA adjusted margin was 18%, mostly in line with prior year and EBITDA reported margin was even better than last year, close to 16% versus the 15% of the prior year.

EBIT on a reported basis instead was negative of EUR 26 million due to some impairments of goodwill related to the acquisitions and EBIT on an adjusted basis was positive EUR 31 million.

Net profit adjusted was already commented, while the net profit on a reported basis was negative EUR 16.5 million.

Net financial position was a little bit shy of EUR 300 million. The decrease in the net financial debt in the first 9 months reflects the solid cash flow generation, positive put adjustments and a lower impact from acquisitions.

Free cash flow of EUR 56 million, very strong versus the prior year, mainly reflects lower CapEx and cash taxes during the period.

Net financial position over LTM EBITDA adjusted came in at 2.55x versus 2.8 on a pro forma basis reported as of December 31, '24, or 2.9x on a reported basis.

In terms of BU, Digital Trust grew mid-single digit at 5%. EBITDA was a bit lower than 4% in terms of growth. Margin was still strong at 29% in terms of EBITDA.

Cybersecurity grew 37% in terms of top line, while EBITDA was very strong, growing 71%, mostly and entirely driven by Tinexta Defence's contribution.

Business Innovation grew 9% in terms of top line, while decreased around 9% in terms of EBITDA.

Maybe the most important part of this slide, aside from the numbers that have been commented are the recent events and updates, in particular, let me draw your attention to a couple of items. Mostly, I would say, in July, we had the purchase of 70% of LextelAI on one side.

And then maybe the most important item, obviously, is the announcement on August of the signing of a binding agreement for the purchase by private equity funds, Nextalia together with Advent of a stake in Tinexta's ownership from Techno Holding. The stake is around 38.74% of the company's share capital at a set price of EUR 15 per share.

Following the announcement of August, let us all recall that in September, we exercised the call option for the remaining 35% of Ascertia, which was paid for around GBP 8 million or EUR 9 million. In October, we received the approval of the EU Commission regarding the above transaction related to the sale of Tinexta shares from (sic) [ to ] Nextalia and Advent in compliance with EU antitrust regulations. And just a couple of days ago, in November, there was the conditional resignation of the majority of Tinexta S.p.A.'s Board of Directors and subsequent calling of the shareholders' meeting for December of 2025.

Let me turn to Page 7. Even though most of these numbers have been commented, maybe it's important to highlight here that net profit on an adjusted basis was around EUR 15 million, and the free cash flow was very strong at EUR 56 million, growing almost 40% versus the prior year.

Let me wrap it there. I think Oddone will go over the financial results, turning to Page 9. Oddone?

Okay. Thank you, Josef. As anticipated by Josef, you may see here the quick overview of the group results, like we said, overall, and then we will deep dive in details. Overall, revenue went up 13% compared to previous year and EBITDA adjusted went up 12%.

If we go in details into the business unit, we have here Digital Trust is continuing to grow 5% in revenue and almost 4% in EBITDA.

Cybersecurity overall has been growing significantly by the contribution of Tinexta Defence, formerly Defence Tech. And overall, the contribution of the business unit went up close to revenue EUR 100 million with 37% increase, while the EBITDA is almost double than the previous year, moving from 8.5% to 14.5%.

In the Business Innovation, we have revenue going up, but EBITDA is going down. We may say that this is a temporary situation driven by the mix of revenue and from the expectation of Q4.

If we go in analyzing in detail the results of basically, the Digital Trust, we may see here very clearly that Digital Trust overall, if we exclude Ascertia, that is not performing accordingly to expectation this year, all the rest of the business, means the vast majority of the business is growing basically at 10% EBITDA, and this is definitely very positive.

In Cybersecurity, Tinexta Cyber is almost flat. Unfortunately, the expectation we had at the beginning of the year has been -- it has been late by the end of Q3, with a flat results both in revenue and EBITDA, while Tinexta Defence, if we compare here only the 2 months, the company was able in just 2 months to improve the EBITDA of almost EUR 1 million.

In Business Innovation, and we will deep dive later on also on the future. The EBITDA is down by EUR 2.1 million in basically in Tinexta Innovation Hub in warrant. We have a higher impact of labor costs while we are expecting a significant growth revenue in the last part of the year.

ABF is performing less than previous year in terms of EBITDA, while Antexis/Lenovys is slightly improving in the comparison with the last -- the 2 months of the previous year. Tinexta is reducing its cost by EUR 0.5 million. And the component of the noncomparable business or I mean the change of perimeter of both Lenovys and Tinexta Defence is significantly improving, and this is driving to the growth of almost 12%.

If we go to the P&L, I will -- basically, we talk about the revenue growth and where the revenue is coming. I would say that overall, the profitability is aligned with the previous year. We are talking about an EBITDA adjustment almost around 18%.

In terms of depreciation, amortization and provision, obviously, here, we had -- we went through some impairments from one side. And from another side, and we may see this in the financial cost and expenses part, some profit. So we had some profit that already occurred during the first 6 months. We released basically some debt related to put of ABF and Ascertia and this brought to a profit in the range of EUR 19 million, while we went through impairment of EUR 25 million in ABF and the remaining part is related to CertEurope and also Ascertia.

Financial charges, net of all not ordinary items are going up from EUR 6.5 million to EUR 9.3 million, but this is mainly related to the higher average exposure that we had as last year, we completed the deal of Tinexta Defence Tech in July 2024. The result is what already Josef mentioned.

On a non-recurring basis -- on a recurring basis, sorry, on adjusted basis, we see here basically the EBITDA going up 12% and the EBIT is going down by 3%.

If we move to the balance sheet, the company has continued in a very positive way, it's deleverage from one side and the proper invested capital management. So basically, the invested capital drop by almost EUR 60 million, obviously, including the goodwill impairment by EUR 20 million. But for the rest, obviously, it's a better management of working capital compared to the position at the beginning of the year as well as the amortization of fixed asset has been lower than the CapEx than during '25 are significantly declining compared to previous year.

Net financial position at the end went down exactly as expected. Here, I would highlight and I will explain in more detail that adjusted free cash flow of the continued operation peaked EUR 56 million cash generation. I would say this is obviously one of the peaks -- historical peaks of the company, perfectly aligned with the company expectation at the beginning of the year.

If we go to the net financial position and in more details of the free cash flow, as you can see here, on an LTM basis, we are almost close to EUR 60 million on a like-for-like basis. So it means a very, very positive results. And obviously, this is as part of the strict financial management, where we basically work on CapEx management, on working capital management despite the growth of the revenue, if you compare with previous year of EUR 40 million, still the working capital has been affected by only EUR 4 million, and we do expect even better results in Q4.

So the free cash flow compared to previous year is going up of 46% as a result of a solid management. The net financial position bridge from the beginning of the year. As you may see here, financial charges are in the range of EUR 9 million. The company has distributed dividends by EUR 19 million. The net between acquisition and put is basically close to 0, and we have no other main items.

So we are at the end of Q3 with a net financial position below EUR 300 million with the net financial position EBITDA that is dropping from 2.8 to 2.55 and is even expected more to drop during Q4.

And if we move to the LTM, overall, the picture is almost the same with a few different details. But overall, the trend is what already highlighted.

Let's go now to deep dive into the business unit. Like I mentioned before, the revenue of Digital Trust is going up by 5%. Like I said, the business is going well. And you see most of the product lines are going up, and we are really glad to the level of growth of the part of online channel that is going up after the renewal of, say, the selling website that occurred at the beginning of the year. After 9 months, we are up 13% compared to previous year and the Q3 only is going up 50%. It means that, obviously, the market in the B2C segment is very positive looking at Infocert product and solution, and this for us is a key indicator. And also the investment that we put last year in the CapEx relating to this project are giving a very interesting payback.

We are -- LegalCert revenues are going down 3%, but this is still basically affected by the delay in sales of Ascertia's proprietary PKI product license in Middle East that probably -- definitely will be lower than compared to what expected. So if overall looking at these figures are lower than what we presented in the past. But again, this is a temporary situation because we expect a strong recovery during Q4. At the end of the day, the core and the business is very solid, it's growing and the only delay is related to Ascertia.

Cybersecurity business. So 2 different situations. If we move to Tinexta Defence, I would say this is a very, very positive result. I may say that Tinexta Defence peaked revenue at EUR 31.1 million on 38% on a pro forma basis. 2/3 of the business are related to defence market and 1/3 to the cyber market. So I would say the very solid plan that was at the base of our investment 1 year ago has been fully confirmed. The company is performing well. The level of the growing revenue is what we do expect.

The EBITDA is growing more than 20%, perfectly accordingly to our expectation. The decline in EBITDA margin is something that was fully factored already in our guidance.

If we move to Tinexta Cyber revenues, I would say that the company, at the end of the day, delivered results fully aligned with the previous year. Obviously, this is not what we expected at the beginning of the year, but still in a market that has been severely under pressure because of the -- in general of the competition and on the pricing pressure.

And the market overall -- we know that the IT market overall is growing by 4%. We are playing -- part of our revenue are coming from a segment of the business that is not growing so much while it is growing the component of the Cybersecurity. Obviously, we are late in some activity like advisory activities, where we are -- we have a decrease of more than 20%, and this is not exactly what we would expect.

For the remaining part of our technology solution, we are growing mainly -- the growth was mainly attributable to proprietary product component.

Overall, I would say the segment -- our segment peaked EUR 14.5 million, that is significantly higher compared to previous year. Also the revenue in 9 months is very close to EUR 100 million.

In Business Innovation, I think basically, we have a situation where we were able to grow in some part of the market. The Italian finance and grant market was up 4.1%, driven by the segment of Industry 4.0, Industry 5.0 and Patent Box. And we have also a growth in digital market business by 22%. Obviously, the digital marketing revenues are delivering a lower percentage compared to finance and grant, and this is driving basically the lower margin compared to previous year.

Very different situation is related to ABF. I think here, I think it's important to share with all of you, which is the state-of-the-art situation. We know that the French political environment has been dramatically changed, unfortunately, since we invested. The company last year struggled because of the change in the market, where -- but the company has been able last year as well as this year to continue to improve its capability to get order from the client.

Unfortunately, the filing of dossier into the relevant commissions has been continued very well. But unfortunately, the success rate of this filing has dropped from 70% of '23 to close to 40% in '24 and 33% in '25.

The change of the market has been dramatic. France, [ the military ] that was basically the key part of the business of the company that accounted for more than 60% of the revenue in 2023 last year accounted for like 20% and this year will account for even less.

So this is basically a very -- a situation that has been -- is obviously very tough in this moment. The company is reacting, continue to produce a very good level of backlog. The company is cutting the cost. And I would say the company is trying to evolve the go-to-market with the new proposition, with a new methodology that allow to still delivering profitability, although the market is under pressure by the political situation. So this is something that obviously was absolutely not expecting even in the size of what happens -- what happened, sorry.

Okay. So we -- on Page 22, Oddone gave us an overview of the ABF situation. I think it's very clear that KPIs, macroeconomic environments, different governments that have succeeded, others that most of them have failed have brought into a very depressed overall macro environment in France, definitely hitting our performance.

For that matter, turning to Page 23, let me walk you through the updated guidance, which was, at this point, a requirement. In fact, with this persistent uncertainty, this led the group, in particular, to the Board of Directors to reexamine the 2025 outlook, confirming on one side, the overall expected consolidated revenue growth between 11% and 13%, with a slight offset in the organic guidance going from 7% to 9% to 6% to 8%. So the prior organic guidance was 7%, 9% and is now expected to be 6% to 8%. So again, a slight offset.

In terms of EBITDA adjusted, parsing out ABF, growth is expected to grow between 12% and 14%, which is in line with the expectation and showcasing also a very strong underlying business growth, again, aside from ABF. If instead, we were to include ABF, the EBITDA adjusted is expected to grow in the range of 8% to 10% or 3% to 5% on an organic basis. And this is necessary also to kind of give you an outlook of where the EBITDA is growing. On the side, you can see what were the expected growth when we gave the guidance back on March 6, 2025, respectively, 15%, 17% growth and 10% to 12% growth in terms of organic.

In this scenario, the leverage ratio for the end of the year is expected to land at around 2.4x, so slightly above the forecast range that we gave in July, but absolutely in line with what we said at the beginning of the year. So this is, I think, a very important highlight.

Now carrying forward, we must say that on November 7, which is just a couple of days ago, a directorate decree was published by the Italian Ministry of Enterprises and Made in Italy, the so-called MIMIT, which drastically changed the scenario for the tax credit plans Industry 4.0 and 5.0 by cutting the ladders, therefore, the Industry 5.0 available funds from EUR 6.3 billion to EUR 2.5 billion in a retroactive way. This resulted in, like I said, a retroactive exhaustion of the planned funds, also considering that the amounts reserved on November 5 were reported EUR 2.52 billion already. This led to a sharp increase in applications related to 4.0, implying as well that the imminent exhaustion of that related fund as well.

According to the latest official updates and statements, the ministry's intention is to refinance the plan with new funds based on the number of reservations currently rolling in the platform. The potential effects of these new developments on the group's results are currently being evaluated, also considering potential mitigation measures which could reduce the impact and may lead to further revisions of the outlook for the year. But I think it is mandatory and necessary for all and everybody to know.

Oddone, please?

Maybe -- okay. Thank you, Josef. I think a little bit of more color to help you audience to better understand. Obviously, very clear, as already stated, we wanted to show you a guidance keeping apart ABF that is impacted by the situation that is really unique. Still, there is a level of ambition in this guidance, but I would say that we do expect a growth of more than 10% compared to Q4 last year in Digital Trust. And honestly, we have almost in our backlog, a very big deal here for which we do expect to deliver it by the end of the year. So this is a reinforcement of our vision of the part of the year.

Defence Tech is expected to grow in Q4 exactly at the same pace of the first 3 quarters on a pro forma basis. So basically more than 20% in terms of EBITDA, and this is obviously very, very reasonable.

Where do we have a little bit of more challenges? Obviously, last year, Cybersecurity delivered EUR 5 million EBITDA in Q4. We do expect it to be above EUR 6 million. But also here, as you have seen, we had some sales of products in the first part of the year higher than previous year. And we do expect the same trend to occur in the last quarter.

As far as concerned, Business Innovation, if you exclude ABF, honestly here, we do expect to grow in the range in terms of EBITDA of 10%. Obviously, we have already all the orders in our end to deliver this result. But what has been issued on -- like Josef mentioned on November 7 is jeopardizing a bit the framework. We are working and accelerating our activity with our clients. We will be ready to file whatever 4.0 or 5.0 opportunity. There has been a lot of media disclaimer on this subject even today in many websites and newspapers. So it's a relevant matter.

You may understand here when they decide to cut as of today, but still we may think that something could happen in the following days. You can imagine that there are some entrepreneurs and company that has already invested millions of euros of hundreds of thousand euro for the PMI companies, basically referring to a law that was expecting to be up to EUR 6 billion to be distributed and then suddenly here. So we are -- we want to share this information that can impact the results of Business Innovation.

Today, we have no exact figure to share and communicate what it is. If we exclude this, obviously, this was, since we told since the beginning of the year, a key point of our growth in the last part of the year. And at the end of the day, we are expecting to grow year-end around 5% in EBITDA compared to previous year in Business Innovation that this is not a very challenging picture, driven by the capability of deliver the 5.0. Unfortunately, this news has been happened and we are dealing with it, and we keep informed.

And last comment, so if we exclude ABF, honestly, the company is delivering basically aligned in terms of EBITDA with the expectation to the ABF. And I would reinforce the focus on the solidity of the company and the capability to delever the company because despite all the leverage, it is expected to drop to 2.4. Today, we are already at 2.5. So this is exactly aligned with the guidance as of the beginning of the year. So it's confirming the solidity and capability to generate cash from the group.

Okay. Thank you. Operator, if there's any questions, I remind everybody that we accept questions from financial analysts. So please, if there's any questions, operator, please let us know.

[Operator Instructions] First question is from Russell Pointon, Edison Group.

First of all, just in terms of the new guidance, can I just check that Digital Trust isn't worse than you thought at the start of the year? Because I think you said in your comments that you're expecting 10% growth in Q4. Based on my numbers, and hope I haven't gotten wrong, but that looks as though that means you come up just short of the 8% you guided at the start of the year.

Yes. We give a range during -- so we give a range at the beginning of the year of where Digital Trust could have landed. So obviously, the Q4 will be a very strong Q4 also with the help of one big deal that we are going to deliver. Obviously, the delay in Ascertia is a reality, is going to happen. So if we look at the range of Digital Trust, we will be on the lower part of the range of revenue and EBITDA, but it's only driven by this Ascertia results.

Okay. And the second question, in Business Innovation, the last point on the slide is contraction in the margin due to an increase in labor cost, but you're expecting that to recover. Is that all going to happen in Q4, do you think? Is that where the backlog comes in?

Yes, correct. Basically, we have -- as the revenue of Industry 5.0 was expected to grow as usual, in the last part of the year, we have a lower absorption, let's say, a higher impact of labor cost in the first 3 quarters that this impact is going to lower in the last part of the year. And so I have to tell you that also the number of people now are flat compared to previous year.

So it means that while in the first 3 quarters, we always had more people in '25 compared to the relevant period in '24, I think this last quarter of '25 will benefit from this. So again, taking apart the potential effect of the news of November 7, we were forecasting an important recovery that at the end, was planning to deliver an increase of profitability, excluding ABF compared to previous year of business innovation.

Mr. Mastragostino, there are no more questions registered at this time.

Thank you very much for connecting, and have a good evening.