Ops Italia Spa Registered Office: Via Ariberto da Intimiano , 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579
PRESS RELEASE
The Board of Directors approved the 2025 Financial Statements project
Milan, July 8, 2026 – The Board of Directors of OPS Italia Spa (“OPS Italia” or the “Company”), an Italian company operating in energy and telephony services, listed on the Euronext Milan market, has approved the draft statutory financial statements and the consolidated financial statements for 2025.
During 2025, the acquisition of 100% of the share capital of Pay Store S.r.l. (hereinafter "Pay Store") was completed. Pay Store is active in commercial activities and resale of telephone products, offering top-up, payment, and multi-service solutions, and the company has entered the Group's consolidation area. Through integration with Pay Store's already operational commercial network, consisting of hundreds of points of sale and operators nationwide, the Group aims to simplify and speed up access to its electricity and gas services, improving the end-customer experience and simplifying its user base. This acquisition further consolidates Ops Italia's position and represents a fundamental step in the evolution from an industrial operator to an integrated provider of consumer-oriented energy solutions.
On October 21, 2025, the Shareholders' Meeting of EEMS Italia S.p.A. resolved to change the company name to OPS Italia S.p.A.
On December 29, 2025, the Board of Directors resolved on the sale of holdings in companies deemed non-strategic and, therefore, on the same date, the total sale of EEMS Renewables (which controls the companies Belanus, IGR Cinque, Abruzzo Energia, respectively) took place.
Regarding the Asian subsidiaries controlled by Ops Italia S.p.A., EEMS China Pte ltd and EEMS Suzhou Co Ltd, a notarial power of attorney was granted to the buyer for the completion of the sale agreement to be registered at the respective Asian companies' registered offices. The sale was completed on June 10, 2026.
The Board of Directors approved the draft statutory and consolidated financial statements for 2025, which show consolidated revenues of Euro 8.1 million (Euro 0.9 million as of December 31, 2024), a negative consolidated EBITDA of Euro 1.2 million (negative Euro 3.1 million as of December 31, 2024), and a negative net result of Euro 2.4 million (negative Euro 3.6 million as of December 31, 2024). Consolidated net equity is negative Euro 0.9 million (positive Euro 0.2 million as of December 31, 2024).
Ops Italia Spa Registered Office: Via Ariberto da Intimiano , 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579 The following tables show the main economic and balance sheet data.
Main Economic Data (Data in thousands of Euro) 2025 2024 Change Var.% Total Revenue 7,788 649 7,139 1100% Total Operating Income 313 243 70 29% Operating Result before Depreciation and Amortization and Impairment/Revaluation of Non-current Assets (EBITDA) (1,157) (3,087) 1,930 (63%) Operating Result (1,281) (3,514) 2,233 (64%) Profit before tax (2,393) (3,558) 1,165 (33%) Net result from continuing operations (2,410) (3,558) 1,147 (32%) Net result from discontinued operations (25) 0 (25) 0% Net Result for the Period (2,435) (3,558) 1,122 (32%)
Main Balance Sheet Data (Data in thousands of Euro) 31/12/2025 31/12/2024 Change
TOTAL NON-CURRENT ASSETS 2,15 5 776 1,379
TOTAL CURRENT ASSETS 5,049 1,163 3,886
TOTAL ASSETS 7,20 3 1,939 5,264
TOTAL EQUITY (888) 242 (1,130)
TOTAL NON-CURRENT LIABILITIES 3,520 158 3,362
TOTAL CURRENT LIABILITIES 4,571 1,539 3,032
TOTAL LIABILITIES 8,091 1,697 6,394
TOTAL EQUITY AND LIABILITIES 7,20 3 1,939 5,264
The Board of Directors has noted that the company has negative net equity. Consequently, a Shareholders' Meeting will be convened for appropriate resolutions. It is noted that to address this situation, on February 4, 2026, the proposal for a capital increase reserved for Ms. Taddia for an amount of Euro 1.4 million and for Mr. Ciro Di Meglio for an amount of Euro 245 thousand was approved. These increases have been suspended following the submission of an application for access to crisis management tools, so-called preliminary application.
It is anticipated that the two operations will be executed upon acceptance of the application for the Debt Restructuring Plan filed with the Court of Milan on June 17, 2026.
Ops Italia Spa Registered Office: Via Ariberto da Intimiano, 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579 Key events after December 31, 2025 On February 4, 2026, the Board of Directors, after obtaining the favorable opinion of the Related Parties Committee, approved the capital increase reserved for Ms. Taddia for an amount of Euro 1,400,000 and for Dr. Ciro Di Meglio for an amount of Euro 245,000, following the conversion of their respective claims against the Company. The capital increase will allow for a substantial recapitalization of the company and a drastic reduction in debt.
On March 2, 2026, the Board of Directors of OPS ITALIA S.P.A. resolved – pursuant to art. 120-bis of the Code of Business Crisis and Insolvency – to file an application with the Court of Milan for access to a crisis and insolvency regulation instrument, with the reservation of depositing the documentation pursuant to art. 44 CCII, and with a simultaneous request for the granting of protective measures pursuant to art. 54 CCII. It is specified that, at the time of filing the application, the Company was not in a state of insolvency within the meaning of art. 2 CCII, but was in a phase of financial tension that made timely access to the instruments provided by the legal system for crisis regulation and resolution necessary. By decree of March 5, 2026, published on March 23, 2026, the Court granted the application, giving the Company sixty days to submit a definitive proposal, and appointed Dr. Mauro Giovanni Benassi as Judicial Commissioner, with supervisory functions over the Company's activities during the procedure.
By subsequent decree of March 10, 2026, published on March 23, 2026, the Court confirmed the protective measures provided for by art. 55 CCII, effective automatically from March 2, 2026, and valid for a maximum period of four months (until July 2, 2026). On March 20, 2026, Fortezza Capital Holding S.r.l. (FCH), the Company's majority shareholder through OPS Holding S.r.l., formalized an irrevocable commitment to financially support OPS Italia by subscribing to a capital increase for a maximum amount of Euro 500,000, to be disbursed in tranches according to operational needs, effective until December 31, 2026.
On June 17, 2026, the request for homologation of the Debt Restructuring Plan was filed with the Court of Milan pursuant to art. 57, paragraph 4 of Legislative Decree no. 12 of January 19, 2019 (Code of Business Crisis and Insolvency). On the same date, the Attestation Report was filed.
The filing of the Plan represents a decisive moment in the Restructuring process initiated with the preliminary application filed with the Court of Milan on March 8, 2026. The Court had granted two successive extensions for the filing, which was definitively set for June 17, 2026.
Ops Italia Spa Registered Office: Via Ariberto da Intimiano, 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579 The Company, after consulting its advisors, has therefore filed the restructuring agreement pursuant to art. 57, which provides for:
- converting debts to shareholders, related lenders, and convertible bonds into Equity for approximately Euro 2.3 million,
- paying tax and social security debts registered in the tax rolls in installments and offsetting current debts with tax credits recorded in the balance sheet,
- paying debts to strategic creditors in installments, approximately Euro 130,000 over 24 installments,
- managing trade payables, amounting to approximately Euro 1.2 million, through write-offs, assumptions, and individual agreements.
The fundamental element of the Restructuring Agreement is the commitment by the majority Shareholder Fortezza Capital Holding S.r.l., which controls the Company through Ops Holding s.r.l., to contribute up to a maximum of Euro 600,000 in capital. This amount will be used to pay trade payables subject to write-off.
A further element supporting the plan are the positive results generated by the subsidiary Paystore S.r.l., which will allow for a constant flow of dividends to Ops Italia S.p.A.
The Homologation and execution of the Debt Restructuring Plan will allow for the substantial write-off of debt and the restoration of the Company's net equity, enabling it to operate in a state of balance sheet equilibrium and overcome all the financial problems highlighted with the request for protective measures filed with the Court of Milan on March 8.
Foreseeable evolution of management The positive outcome of the restructuring plan is the fundamental element for restoring economic and equity balance and completing the cost reduction process at OPS Italia and the development of the subsidiary Pay Store.
To this end, the support of the majority shareholder Fortezza Capital Holding, through its subsidiary Ops Holding, is the key element of the Restructuring Plan, as the Company, upon completion of the Plan, will be completely debt-free and able to direct all resources towards the development of Pay Store, both directly and through the acquisition of complementary companies.
The combined effect of the capital increases and debt write-offs will allow for the recapitalization of the Company.
Ops Italia Spa Registered Office: Via Ariberto da Intimiano, 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579 The Group's resources and investments will therefore be allocated to the development of the mobile sector, the improvement of ARPU, the reduction of churn, and the implementation of complementary services (e.g., eSIM travel, bundled phone + payment offers).
*** The Board of Directors has taken note of the resignation submitted by Dr. Marco Gnecchi from the position of Chairman of the Control Committee and reserves the right to identify a replacement with the same professional and independence characteristics as soon as possible.
The Board of Directors has therefore resolved to convene the Shareholders' Meeting on first call on September 9, 2026, and on second call on September 23, 2026.
The notice of call for the Meeting will be published within the legal deadlines on the Company's website.
The full text of the proposed resolutions and the reports of the Board of Directors relating to the items on the agenda, along with the relevant documentation, will be made available, according to the terms and methods indicated by law, at the registered office of the Company, on its website (www.opsitalia.com) and at the authorized storage mechanism 1Info at www.1Info.it.
DECLARATION PURSUANT TO ART. 154-BIS, PARAGRAPH 2 OF LEGISLATIVE DECREE 24/2/1998 NO. 58
The Manager responsible for preparing the company's accounting documents, Dr. Massimo Cristofori, declares, pursuant to paragraph 2, art. 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documentary results, books, and accounting records of the Company.
* * * This press release is available at the registered office, on the Company's website at www.opsitaliaspa.com, and at the authorized storage mechanism 1Info at www.1Info.it.
Ops Italia Spa Registered Office: Via Ariberto da Intimiano , 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579
CONSOLIDATED INCOME STATEMENT
INCOME STATEMENT (amounts in thousands of euros) 2025 2024 Revenue 7,788 649 Other revenue 313 243 Costs for purchases and change in inventories (4,571) (634) Costs for services (3,874) (2,265) Personnel costs (354) (270) Other operating costs (459) (809) Operating result before depreciation and reversals/impairment of non-current assets (1,157) (3,087) Impairment of trade receivables, sundry and other current and non-current assets 0 (382) Depreciation (23) (43) Other provisions net of releases (100) (0) Operating result (1,281) (3,514) Net financial income (expenses) (712 ) (44) Losses for impairment of intangible assets (400) 0 Result before taxes and non-controlling interests (2,393) (3,558) Taxes (18) 0 Net result from continuing operations (2,410) (3,558) Net result from discontinued operations (25) 0 Profit/loss for the period (2,435 ) (3,558)
Attributable to:
- Net profit/loss for the period of the Group (2,435 ) (3,558)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
STATEMENT OF COMPREHENSIVE INCOME (amounts in thousands of euros) 2025 2024 Net profit/loss before non-controlling interests (2,435 ) (3,558) Other comprehensive income (loss)
- Exchange differences on translation of foreign financial statements 0 (22)
- Actuarial gains (losses) on severance indemnity 0 0
- Tax effect relating to other gains (losses) 0 0
- Gains (losses) recognised in equity reserve 0 0 Total Other comprehensive income (loss) 0 (22) Total comprehensive income (loss) for the period (2,435 ) (3,579)
Ops Italia Spa Registered Office: Via Ariberto da Intimiano , 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
(amounts in thousands of euros) 31/12/2025 31/12/2024
Non-current assets
Intangible assets
Goodwill 1,115 0 Finite-life intangible assets 2 5
Tangible assets
Property, plant and equipment 555 7 Right-of-use assets 17 128 Financial securities and receivables 370 445 Sundry receivables and other non-current assets 96 191
TOTAL NON-CURRENT ASSETS (A) 2,155 776
Current assets
Inventories 268 0 Tax receivables 597 523 Trade receivables, sundry and other current assets 4,064 11 Financial receivables and other current financial assets 9 357 Cash and cash equivalents 111 271
TOTAL CURRENT ASSETS (B) 5,049 1,163
TOTAL ASSETS (A+B+C) 7,20 3 1.939
LIABILITIES
(amounts in thousands of euros) 31/12/2025 31/12/2024
Equity
Parent company's share (888) 242 Third-party share 0 0
TOTAL EQUITY (D) (888) 242
Non-current liabilities
Non-current financial liabilities 3,404 158 Severance indemnity and other employee benefit funds 9 0 Deferred tax liabilities 0 0 Provisions for future risks and charges 100 0 Financial lease liabilities 7 0
TOTAL NON-CURRENT LIABILITIES (E) 3,520 158
Current liabilities
Current financial liabilities 2,010 151 Financial lease liabilities 7 0 Tax payables 204 49 Trade payables, sundry and other current liabilities 2,351 1,339
TOTAL CURRENT LIABILITIES (F) 4,571 1,539
TOTAL LIABILITIES (H=E+F) 8,091 1,697
TOTAL EQUITY AND LIABILITIES (D+H+G) 7,20 3 1.939
Ops Italia Spa Registered Office: Via Ariberto da Intimiano , 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579
OPS ITALIA S.P.A. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025
INCOME STATEMENT
SEPARATE INCOME STATEMENT (amounts in euros) 2025 2024 Revenue 117,950 649,201 Other revenue 313,262 855,010 of which related parties Total revenue and other income 431,211 1,504,211 Costs for purchases (92,327) (634,279) Costs for services (1,094,876) (2,034,825) Personnel costs (271,105) (270,426) Other operating costs (124,185) (1,613,706) Operating result before depreciation and reversals/impairment of non-current assets (1,151,283 ) (3,049,025) Impairment of trade receivables, sundry and other current assets 0 (114,000) Depreciation and provisions net of releases (112,575 ) (40,475) Impairment of financial assets 0 0 Operating result (1,263,858 ) (3,203,500) Financial income (expenses) (757 .586 ) 16,159 Other income and expenses from financial assets and liabilities 0 0 Result before taxes (2,02 1.444) (3,187,341) Taxes 0 0 Profit/loss for the period (2,021 .444 ) (3,187,341)
STATEMENT OF COMPREHENSIVE INCOME
STATEMENT OF COMPREHENSIVE INCOME (amounts in euros) 2025 2024
Net profit/loss before non-controlling interests (2,021 .444 ) (3,187,341) Other comprehensive income (loss)
- Actuarial gains (losses) 0 0
- Exchange differences on translation of foreign financial statements 0 0
- Tax effect relating to items not to be reclassified to profit or loss 0 0 Total Other comprehensive income (loss) 0 0 Total comprehensive income (loss) for the period (2,021 .444 ) (3,187,341)
Ops Italia Spa Registered Office: Via Ariberto da Intimiano , 21 20123 Milan (MI) Tax Code, VAT Number and Company Register: 00822980579
STATEMENT OF FINANCIAL POSITION
ASSETS – STATEMENT OF FINANCIAL POSITION (amounts in euros) 31/12/2025 31/12/2024
Non-current assets
Intangible assets
Finite-life intangible assets 1,888 5,154
Tangible assets
Property, plant and equipment 9,622 7,223 Right-of-use assets 0 128,399 Other non-current assets Investments 2,500,000 461,213 Sundry receivables and other non-current assets 94,714 155,962 Financial securities and receivables 370,000 445,000 Deferred tax assets - -
TOTAL NON-CURRENT ASSETS 2,976,223 1,202,951
Current assets
Tax receivables 267,971 397,843 Trade receivables, sundry and other current assets 112,853 324,460 Investments held for sale 4,000 Financial receivables and other current financial assets 5,417 -
Cash and cash equivalents 12,927 11,537
TOTAL CURRENT ASSETS 408,169 733,840
TOTAL ASSETS 3,384,393 1,936,791
LIABILITIES – STATEMENT OF FINANCIAL POSITION (amounts in euros) 31/12/2025 31/12/2024
Equity (498,937 ) 347,238
TOTAL EQUITY (498,937 ) 347,238
Non-current liabilities
Non-current financial liabilities 0 0 Severance indemnity and other employee benefit funds 7,143 0 Provisions for future risks and charges 100,000 0 Sundry payables and other non-current liabilities 0 158,220
TOTAL NON-CURRENT LIABILITIES 107,143 158,220
Current liabilities
Current financial liabilities 2,201,568 127,956 Tax payables 121,546 32,592 Trade payables, sundry and other current liabilities 1,453,074 1,270,785