FINANCIAL REPORT 2026 HALF-YEARLY
Cembre S.p.A.
Head Office: Via Serenissima 9, Brescia, Italy Share Capital: EUR 8,840,000 (fully paid-up).
Registration no: 00541390175 (Commercial Register of Brescia) This document contains translations of the Interim Report drawn up in the Italian language
HALF-YEAR FINANCIAL REPORT 2026 | INTERIM REPORT ON OPERATIONS
CONTENTS
Group Structure 1
Consolidated Interim Report of the Cembre Group for the 1st Half of 2026 2
Annex 1: Comparative Consolidated Income Statement 14
Annex 2: Corporate Boards 15
Condensed half-year consolidated financial statements at 30 June 2026
Consolidated Statement of Financial Position 16 Consolidated Comprehensive Income Statement 18 Consolidated Cash Flow Statement 19 Statement of Changes in the Consolidated Shareholders' Equity 21 Notes to the Condensed Half-year Consolidated Financial Statements 22
Certification of the Condensed Consolidated Financial Statements at 30 June 2026 pursuant to article 81-ter of CONSOB Regulation no.11971/99 and s.m.i. 44
Report of the Independent Auditors on the limited audit 45
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1
Group Structure at 30 June 2026
100% CEMBRE Ltd.
(United Kingdom) CEMBRE S.p.A.
(Italy)
100% CEMBRE S.A.R.L.
(France)
100% CEMBRE S.L.U.
(Spain)
100% CEMBRE GmbH
(Germany)
100% CEMBRE INC.
(US)
100% CEMBRE B.V.
(Netherlands)
100% CEMBRE Electrical Connections Shanghai Ltd
(China)
100% CEMBRE IE Ltd.
(Republic of Ireland)
Manufacturing and
distribution companies Distribution companies
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2 Interim report on operations of the CEMBRE Group for the 1st half of
2026
Operating review
The 1st half of 2026 confirmed the growth of the CEMBRE Group turnover, with consolidated sales in the second quarter reaching €73 million, raising total Group turnover for the first six months to €141.2 million, marking a 13.6% increase over the 1st half of 2025.
The performance of consolidated sales by geographical areas in the 1st half of 2026 shows a 12.1% increase in the Italian market, with sales equal to €59.4 million. Revenues in the European market (excluding Italy) grew by 8.1% reaching €64.1 million, while sales in non-European markets recorded an increase of 47.1%, with revenues equal to €17.6 million.
In the 1st half of 2026, 42.1% of revenues from sales were represented by Italy (42.6% in the 1st half of 2025), 45.4% by the rest of Europe (47.7% in the 1st half of 2025), and the remaining 12.5% by the rest of the World (9.7% in the 1st half of 2025).
The summary table of sales by geographical area is reported below:
(euro ‘000) 1st half of 2026 1st half of 2025 Change 1st half of 2024 1st half of 2023 1st half of 2022 1st half of
2021
Italy 59,407 52,972 12.1% 54,717 52,019 46,387 36,377 Rest of Europe 64,118 59,298 8.1% 53,520 53,946 47,127 39,567 Rest of the World 17,644 11,998 47.1% 11,276 11,677 10,845 8,603 Total 141,169 124,268 13.6% 119,513 117,642 104,359 84,547 Revenues from sales and services (net of intra-group sales), in thousands of Euros, are broken down between the various companies as follows:
(euro ‘000) 1st half of 2026 1st half of 2025 Change 1st half of 2024 1st half of 2023 1st half of 2022 1st half of
2021
CEMBRE S.p.A. (IT) 70,181 63,795 10.0% 66,716 64,251 59,994 46,948
CEMBRE Ltd. (UK) 18,908 16,904 11.9% 14,171 13,412 12,251 10,983
CEMBRE S.A.R.L. (FR) 7,978 8,450 (5.6%) 8,040 7,475 5,772 5,956
CEMBRE S.L.U. (ES) 14,545 12,859 13.1% 11,470 11,318 8,691 6,548
CEMBRE GmbH (DE) 14,456 12,239 18.1% 11,591 13,519 11,191 9,335
CEMBRE INC. (US) 12,114 7,852 54.3% 7,525 7,667 6,460 4,777
CEMBRE B.V. (NL) 2,014 1,625 23.9% - - - -
CEMBRE Shanghai Ltd. (CN) 690 544 26.8% - - - -
CEMBRE IE Ltd. (IE) 283 - n.a. - - - -
Total 141,169 124,268 13.6% 119,513 117,642 104,359 84,547 All Group companies recorded an increase in sales revenues, with the exception of the French company CEMBRE S.A.R.L., which saw its turnover decrease by 5.6%, partly due to the stagnant conditions in its reference market. The increase in revenues of 54.3% recorded by the US company CEMBRE INC. was particularly positive, thanks to the relationships developed with new customers.
It is noted that CEMBRE IE Ltd., incorporated in November 2025 in Dublin (Republic of Ireland), became fully operational in June 2026.
In the 1st half of 2026, Group companies reported the following results, prior to consolidation:
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3 Net result prior to consolidation (euro ‘000) 1st half of 2026 1st half of 2025 Change 1st half of 2024 1st half of 2023 1st half of 2022 1st half
of 2021
CEMBRE S.p.A. (IT) 26,788 21,775 23.0% 19,439 24,175 18,463 14,166
CEMBRE Ltd. (UK) 2,356 1,829 28.8% 903 916 974 1,126
CEMBRE S.A.R.L. (FR) (99) (453) 78.1% 240 302 145 130
CEMBRE S.L.U. (ES) 1,784 1,251 42.6% 1,112 1,197 790 439
CEMBRE GmbH (DE) 1,196 881 35.8% 244 879 757 474
CEMBRE INC. (US) 2,262 678 233.7% 23 167 478 311
CEMBRE B.V. (NL) 174 286 (39.2%) - - - -
CEMBRE Shanghai Ltd. (CN) (267) (322) 17.1% - - - -
CEMBRE IE Ltd. (IE) (104) - n.a. - - - -
For a more direct assessment of the effect of foreign exchange translations, we include below sales figures of Group companies operating outside the euro area in the respective currency:
Currency Net result prior to consolidation (‘000) 1st half of 2026 1st half of 2025 Change 1st half of 2024 1st half of 2023 1st half of 2022 1st half
of 2021
CEMBRE Ltd. (UK) Gbp 2,043 1,540 32.7% 791 802 820 977
CEMBRE INC. (US) US$ 2,639 743 255.2% 25 180 522 375
CEMBRE Shanghai Ltd. (CN) Rmb (2,140) (2,554) 16.2% - - - -
In order to provide a better understanding of the consolidated results for the 1st half of 2026, a Comparative Consolidated Income Statement is provided as Annex “1”, which shows the percentage changes compared to the same period in 2025.
The gross operating result for the half-year, amounting to €47,257 thousand and corresponding to 33.5% of sales revenues, has risen by 22.8% compared to the same period in 2025, amounting to €38,485 thousand, corresponding to 31.0% of sales revenues; this increase is mainly due to the decrease in the incidence of the cost of goods sold on revenues, from 30.2% to 27.7%. The average number of Group employees in the period went from 930 in the 1st half of 2025 to 991 in the 1st half of 2026.
Consolidated operating profit for the period amounted to €39,567 thousand, representing a 28.0% margin on sales revenues, up 25.4% on €31,545 thousand in the 1st half of 2025, when it represented a 25.4% margin on sales revenues.
Consolidated profit prior to taxes amounted to €39,449 thousand, representing a 27.9% margin on sales, up 26.2% from €31,251 thousand in the 1st half of 2025, when it represented a 25.1% margin on sales.
Net profit for the half-year amounted to €28,751 thousand, representing a 20.4% margin on sales, up 27.1% from €22,615 thousand in the 1st half of 2025, when it represented a 18.2% margin on sales.
The net financial position, declined from a negative balance of €0.5 million at 31 December 2025 to a negative value of €31.2 million at 30 June 2026, was affected by the payment of €34.6 million in dividends and by capital expenditure in fixed assets made by the Parent Company, amounting to €11.0 million. At 30 June 2025, the net financial position presented a deficit of €23.8 million; for details of the net financial position, please refer to Note 30 of the "Notes to the condensed half-
year consolidated financial statements".
Capital expenditure
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4 Capital expenditure by the Group in the 1st half of 2026 with regard to fixed assets, gross of amortization and depreciation, is broken down as follows:
(euro ‘000) 1st half of 2026 1st half of 2025 Change Capital expenditure on intangible fixed assets 582 626 (44) Capital expenditure on tangible fixed assets 10,449 10,741 (292) Capital expenditure on financial fixed assets 13 - 13 Total 11,044 11,367 (323) For more information on capital expenditure, please refer to Notes 1 and 3 of the Notes to the condensed half-year consolidated financial statements.
Definition of alternative performance indicators In compliance with CONSOB Communication n. DEM/6064293 dated July 28, 2007, below we define the alternative performance indicators used in the present document to illustrate the financial and operating performance of the Group:
Gross Operating Profit (EBITDA) : defined as the difference between sales revenues and costs for materials, of services received, and the net balance of operating income and charges. It represents the profit prior to depreciation, amortization and write-downs, financial flows and taxes.
Operating Profit (EBIT) : defined as the difference between the Gross Operating Profit and the value of amortization/impairment. It represents the profit before interests and taxes.
Net Financial Position : it represents the algebraic sum of cash and cash equivalents, financial receivables and current and non-current financial debt.
Main risks and uncertainties Risks connected to the economic situation The economic and financial situation of the Group is influenced by macroeconomic factors such as changes in the Gross Domestic Product, consumer and business confidence, changes in interest rates and the cost of raw materials, as well as the repercussions of the various international crises connected to ongoing conflicts.
Major political changes are reshaping the global trading system, creating uncertainty that is testing the resilience of the global economy. The United States has increased tariffs on its trading partners. Despite the tariff agreement reached between the US and the European Union, there are still many elements of uncertainty surrounding trade policy, and many aspects remain unclear regarding the possible future development of these protectionist measures. However, so far, there have been no significant effects of this protectionist policy in relation to the specific market of the CEMBRE Group.
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5
Copper continues to represent the main raw material used in the CEMBRE Group production process and the price of the commodity is thus constantly monitored. In the first months of 2026, the price of copper remained at high levels; furthermore, since October 2025, its upward trend has accelerated. The wide margins of uncertainty on which estimates of future performance are based make it very difficult to have reliable predictions regarding the performance of markets and demand. The CEMBRE Group, thanks to its strong financial position and good competitive hedge, is confident about the future and feels it is in a position to take advantage of the opportunities that may arise and to react to possible changes in the economic scenario that may develop in the next months.
Risks connected with the market The Group defends its market position by pursuing continuous innovation and expanding its product range, introducing cutting-edge methods and machinery into its production process, and implementing competitive policies, also through its foreign subsidiaries.
Credit risk
CEMBRE and its subsidiaries focused over time on a careful selection of customers, managing prudently sales to those that do not possess an adequate credit standing. The Group has accrued a provision for doubtful accounts and their management, constantly monitoring past due amounts and soliciting payment when terms have expired. Some time ago, to further reduce this type of risk, CEMBRE S.p.A., CEMBRE S.L.U. and CEMBRE S.A.R.L. stipulated an insurance policy with a leading insurance company against commercial credit losses.
Exposure to credit risk relates exclusively to trade receivables.
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Liquidity risk
Thanks to its solid financial position, the Group is not currently subject to particular liquidity risk, even in case the cash flow generated by operations should decline drastically.
Interest rate risk At 30 June 2026, almost all of the loans in place, taken out by the Parent Company CEMBRE S.p.A., have a cost equal to the 1-month Euribor plus a spread of 0.10%. Owing to the nature and duration of the contracts, the interest rate risk can be considered zero.
Currency risk
Despite its strong international presence, the CEMBRE Group does not have a significant exposure to currency risk, as it operates almost entirely in the euro area, the currency in which the majority of its trade transactions are mainly denominated. Exposure to currency risk is basically limited to sales in US Dollars, British Pounds and Chinese Renminbi; however, the volumes are not such as to significantly impact the Group's equity, financial and economic results.
Integrity and reputation risk Possible illicit behaviour of employees, aimed at obtaining benefits for themselves and for the Group, can imply the risk of a loss of reputation and of sanctions against the Group. To prevent the risk of these occurrences and in line with Legislative Decree 231/2001, the Parent Company CEMBRE S.p.A. adopted an organisational, management and control model that identifies processes that are subject to risk and establishes the conduct that the various persons are to engage in while carrying out their tasks. The model was illustrated to employees through specific training sessions. The Parent Company constantly integrates and upgrades the model. The Code of Ethics was adopted at Group level, containing the values and principles that all Group companies must be inspired by in carrying out their activities.
CEMBRE S.p.A. has adopted an anti-corruption policy and an anti-corruption management system in accordance with ISO 37001.
IT risk and cybersecurity CEMBRE recognises the importance of IT security as a fundamental element for business continuity, the protection of the company's information assets and the safeguarding of data. The increasing digitalisation of processes and dependence on information technology expose the Group to risks arising from cyberattacks, unauthorised access to systems, loss or compromise of data, interruptions to IT services and breaches of information confidentiality. These increasingly widespread and sophisticated threats represent a risk that is constantly monitored by the Group.
In order to mitigate these risks, CEMBRE adopts technical and organisational measures aimed at ensuring adequate levels of protection, including access control systems, data backup and recovery tools, security monitoring tools, risk assessment and updating of protection measures, as well as periodic staff training and awareness-raising initiatives. The continuous strengthening of IT security safeguards is aimed at supporting business continuity, preventing the loss of data and information and reducing the risk of economic and operational impacts.
In the first half of the year, there were no significant events that could compromise the company's
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7 continuity or have a significant impact on the Company's economic, equity and financial situation.
Risks and effects linked to climate change Climate change is one of the biggest challenges that companies and institutions will have to face in the coming years. At present, it is very complex to estimate the effects that this process may bring in the long run; however, it is possible to begin to make a rough assessment of what may be the critical areas of the Group business and what may be the possible solutions to be put in place, in order to prevent the most onerous effects of climate change and possible restrictions imposed by Governments to try to reverse this dangerous process.
Geographically, as also highlighted in the risk map published by SACE on its website, a company specialising in credit and investment insurance controlled by the Ministry of Economy and Finance, the Group companies are not located in areas that may be subject to extreme weather events, such as to jeopardise the continuation of business. The CEMBRE Group has always paid particular attention to the safety and maintenance of its buildings, with an eye also to environmentally friendly solutions.
In particular, CEMBRE has focused on the following climate change mitigation projects:
• sustainable mobility: CEMBRE confirms its commitment in favour of sustainable mobility. In the first six months of 2026, thanks to the measures implemented, more than 18 tonnes of CO ₂ equivalent were avoided, demonstrating that investments in this sector result in concrete and quantifiable gains.
• energy efficiency: CEMBRE has already achieved significant milestones in this area and will continue to work to reduce its energy consumption. An energy efficiency programme has been initiated within the Group. This programme will reduce energy consumption and save costs.
During 2026, the new production halls, covering a total of 15,000 square metres, came into operation. They were designed and built according to criteria of energy efficiency and environmental sustainability, with solutions aimed at reducing energy consumption and improving the overall performance of the buildings.
• reduction of greenhouse gas emissions: Cembre is actively engaged in this direction and has started a process to measure the carbon footprint of its products according to UNI EN ISO 14067:2018 standard. This process, based on life cycle assessment, makes it possible to analyse product environmental impact throughout the entire production and consumption chain. In June 2026, the certification process of the Carbon Footprint calculation model by the independent body Bureau Veritas was successfully completed, attesting to its compliance with the applicable methodological requirements and reference standards.
• photovoltaic energy: in the first half of 2026, the photovoltaic plant installed at the Brescia site generated over 1.34 GWh of electricity, contributing to reducing dependency on the energy market and covering about 18% of the facility’s overall energy requirements. The remaining share relating to the central Brescia headquarters was fully met through the purchase of energy from renewable sources certified through "Guarantees of Origin", thus guaranteeing an energy supply that allows the indirect CO2 emissions attributable to Scope 2 (market-based) to be eliminated.
• technological innovations: innovation is a fundamental pillar of the CEMBRE business model and a strategic driver for company growth. Technological innovations can make a
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8 significant contribution to sustainability. CEMBRE invests in new technologies to improve the energy efficiency of its operations. These technologies will reduce energy consumption and contribute to combating climate change. CEMBRE also invests in research and development to develop products with a lower environmental impact.
The Group production process has an extremely limited impact on the environment, as evidenced by the analyses carried out periodically by external bodies. Furthermore, fixed assets and plants are cyclically renewed, thus ensuring compliance with the latest standards and regulations.
The electrical connection segment, in which the Group operates, could be positively affected by the increasing use of electricity as a driving force.
In recent years, the range of battery-powered tools has been increasingly expanding, which now provide performance comparable to endothermic-powered machinery, but with the absence of combustion emissions. This focus on innovation, which is also aimed at respecting the sustainability of the Group offer, makes the risk of a loss of value that would jeopardise the Group operations extremely remote.
The Group believes that its business model and products will still be attractive following the transition to a low-emission economy.
Climate change entails a broad spectrum of possible impacts for the Group arising from both physical and transition risks. When making new investments, the Group takes into account the possible future impacts that climate change may have on their usability and useful life. It also closely monitors regulatory developments and changes, such as new climate-related regulations and standards.
Climate-related issues may increase in the future the uncertainty of the estimates and assumptions regarding certain elements or items of the financial statements.
Environmental management and protection of occupational health and safety CEMBRE relies its internal control system on company procedures relevant to the prevention and monitoring of operational risks for the environmental part according to the orientation and line of UNI EN ISO 14001:2015 and for the workplace health and safety part, according to the orientation and line of the UNI EN ISO 45001:2018 standard.
The certification of the Environmental and Safety Management System of the Group's production sites allows us to ensure the application of common, shared and respectful behavioural guidelines towards the environment where they are based, and towards the protection of their workers.
This management system is monitored through internal and external audits and through the Management Review.
Through the implementation of operating procedures strictly in line with regulations regarding environmental protection, workplace safety and the application of principles for sustainable development CEMBRE can:
create opportunities to protect the environment by preventing or mitigating environmental impacts, in which it is present;
fulfil its compliance obligations;
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9 improve environmental performance;
design and manufacture products using materials and processes that ensure the protection of the environment throughout the life of the product, from manufacturing to disposal;
reduce as much as possible the risk of injuries and accidents during working activities and while using its products;
guarantee occupational well-being;
create new and important opportunities for growth by developing synergy between values, economy and productive development.
Research, development and technological innovation Research and development is carried out by the technical office with the support of the industrialization office, the prototype department, and the laboratory. In the first half of 2026, 42 people worked in these offices and departments, generating personnel costs of €1.75 million.
CEMBRE S.p.A. personnel costs dedicated to product research and development incurred in the first half of 2026 amounted to a total of €357 thousand, of which €193 thousand for research activities and €164 thousand relating to development activities. Costs for external supplies and the provision of services amounted to €66 thousand for research and €59 thousand for development.
As provided by the reference principles, the development costs related to the most significant projects, provided they meet the relevant requirements, are capitalised and recorded under intangible assets.
Below we include a brief description of the projects undertaken in the 1st half of the year. The description, in some cases, will be deliberately lacking in details, because some products are not yet in production and in some cases they are the subject of patent applications still pending.
Cable lugs and cable glands During the first half-year, 54 projects focused on the development of new products were undertaken, using an integrated approach involving both the study of new connectors and cable glands, along with the design of the equipment needed for their industrial production.
The design and testing of new special rubber grommets is underway, which will complete and expand the range of EWO cable glands. During the first half of the year, 8 multi-range rubber grommets and 2 adapter rubber grommets were introduced; by the end of the year, a further 13 new codes will be designed, manufactured, certified and put into stock.
The development of a new family of rubber cable glands, without a rigid frame, continued and was completed during the first half of the year, expanding the Cembre range with 36 new sales codes that allow use with different combinations of non-terminated cables.
The design and production of the pre-series of the pilot cable gland for special uses was completed during the 1st half of the year. The project solved a well-known problem for the operator that affects products with a similar architecture: the solution is in the patent filing phase.
In the first half of next year, the remaining products will be put into stock, for a total of 8 sizes needed to complete the new range.
The development of the new family of mechanical connectors for terminating and splicing cables of different cross-sections continued throughout the first half of the year. Both the splice and the terminal for cross-sections from 50 to 240 mm2 have entered the production phase, which takes
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10 place internally at Cembre and involves several newly acquired production facilities, which will enable the manufacture of products that are competitive from both a technical and economic point of view. Certifications have begun for other connectors in the same family but of different sizes.
The production of the pre-series of a family of Cembre connectors dedicated to the French market was completed, re-designed to be able to be made in larger quantities. The UL certification of the last 2 sizes out of a total of 32 is nearing completion, covering about half of the range, which will be completed by the middle of next year with the remaining 33 codes.
A new technology was introduced at Cembre thanks to the acquisition of a new production machine installed in the first half of the year. This technology will make it possible to optimise the production costs of certain product families already in the catalogue and will be used for a new family of connectors dedicated to the Spanish market. The particular shape of these connectors made it necessary to design new forming equipment that will be built in the next few months and will allow the pre-series to be produced in the first half of next year.
Lastly, the design and prototyping of a new connection system for the railway sector has been completed; the patent protecting the innovations introduced in this product is in the process of being filed and, in the coming months, field tests will be carried out with selected customers.
Railway tools and equipment There were 56 projects prepared for equipment related to the maintenance of railway systems and tools in the industrial sector.
The development of an innovative battery-powered machine for railway section maintenance was completed; improvements that emerged during field tests with selected customers were introduced. The pre-series production phase has therefore begun so that it can be sold on the market at the beginning of next year. Two patents were filed to protect the intellectual property accrued during development.
The design of a new electro-hydraulic tool continued throughout the half-year, aiming to position itself as one of the market benchmarks in terms of performance, lightness and ergonomics. The testing and pre-series production phase will be completed in the first half of next year. One patent has been filed to protect the intellectual property.
A new manual clamp for connectors is under development and will complete the Cembre catalogue. The tool has a high level of ergonomics and features all the technical features developed on previous pliers made by Cembre. The product will be launched next year.
A new battery-powered electromechanical press for crimping small connectors is being tested by customers; the tool is equipped with an adaptive system for recognising the crimped connector that can minimise the energy used to perform the work, a feature that is in the patent phase.
Lastly, a screwdriver for railway applications dedicated to the US market is in the industrialisation phase, and pre-series production is about to begin. It will be introduced to the market at the beginning of the next year. One patent has been filed for this machine to protect intellectual property.
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Cable marking
There were 22 projects prepared for new products for industrial marking. Studies also included the related manufacturing tools.
The study has continued of a new type of tags for cable marking, emphasizing speed and ease of use. Dedicated equipment has been created for the production of prototypes in sufficient quantities to be tested at selected customers' premises in the coming months. A new production machine has also been introduced that will make it possible to manufacture this product, as well as others already in the catalogue, in less time, thereby optimising production costs. One patent has been filed for this product to protect intellectual property rights.
Tests were carried out on a new marking system for cable marking, which were successful. The production of the equipment necessary to create the entire range of products sufficient to cover customer needs has therefore begun. One patent has been filed for this product.
Finally, energy and resources are constantly invested in the research and testing of new materials with better technical features, as well as in the development of consumable material for particular customer needs.
Transactions with related parties For a description of transactions with related parties, please refer to the notes to the condensed half-year consolidated financial statements.
Absence of management and coordination Despite the fact that article 2497-sexies of the Italian Civil Code states that "it is presumed that, unless otherwise proved, the management and coordination activities of companies is exercised by the company or entity that is required to consolidate the same in its accounts or that, in any case, controls the former company pursuant to article 2359 of the Italian Civil Code", CEMBRE S.p.A. believes that it operates in full autonomy with respect to its parent company Lysne S.p.A..
In particular, as a non-exhaustive example, the Company manages autonomously its own treasury and the relationships with its customers and suppliers, and it does not make use of any service provided by its parent company.
The relationships with Lysne S.p.A. are limited to the normal exercise of shareholders rights on the part of the parent company.
Companies incorporated under the laws of States that are not part of the European Union During the first half of 2026, CEMBRE S.p.A. controlled three companies incorporated and regulated under the laws of non-EU countries: CEMBRE INC., HQ in the USA; CEMBRE Ltd., HQ in the United Kingdom; and CEMBRE Electrical Connections Shanghai Ltd., HQ in China.
The company deems the administrative, accounting and reporting systems currently in use to be adequate in supplying regularly its Management and the Parent company independent auditors with the operating and financial information necessary for the preparation of the consolidated financial statements.
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12 The financial statements prepared by CEMBRE INC. and CEMBRE Ltd., for the purposes of preparing the annual consolidated financial statements at 31 December 2025, were audited by the parent company's auditor. The financial statements prepared by CEMBRE Electrical Connections Shanghai Ltd., for the purposes of preparing the annual consolidated financial statements at 31 December 2025, were subject to limited audit procedures by the parent company's auditor.
CEMBRE S.p.A. is active in ensuring an adequate flow of information from CEMBRE Ltd., CEMBRE INC. and CEMBRE Electrical Connections Shanghai Ltd. to the Parent company independent auditors and it believes the current communication process in place with the independent auditors to be effective.
CEMBRE S.p.A. already has the Articles of Association, composition, and powers of the corporate bodies of CEMBRE Ltd., CEMBRE INC., and CEMBRE Electrical Connections Shanghai Ltd.; directives have been issued to ensure timely communication regarding the updating of these elements.
Treasury shares and shares of parent companies At 30 June 2026, the number of own shares held by CEMBRE S.p.A. was 185,041, corresponding to 1.09% of its capital stock. No treasury shares were purchased or sold in the 1st half of 2026. The shareholders’ meeting of CEMBRE S.p.A. held on 29 April 2026 approved the authorisation to purchase treasury shares, effective for the 18 months subsequent to the date of the meeting.
Report on corporate governance and ownership structure In compliance with the regulatory obligations contained in article 123-bis of Legislative Decree 58, dated February 24, 1998 (Testo Unico della Finanza - Consolidated Law on Finance), we refer to the "Report on corporate governance and ownership structure" which, in addition to providing a general description of corporate governance and of risk management and internal control procedures, contains information regarding the ownership structure of the Company, the adoption of the code of conduct and the observance of the resulting commitments. Said Report is available in the Investor Relations section of the Group’s institutional web site www.cembre.it .
Subsequent events
No event having significant effects on the Group financial position or on the operating performance occurred after the end of the 1st half of the year.
Outlook
In consideration of the uncertainty of the current economic situation, with persistent geopolitical tensions, making forecasts is extremely difficult. In any case, the Cembre Group consolidated turnover is expected to grow in 2026 and the consolidated economic result is expected to be positive.
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Annexes
This document includes the following annexes:
Annex 1 Comparative consolidated income statement at 30 June 2026.
Annex 2 Composition of corporate boards.
Brescia, 11 September 2026
FOR THE BOARD OF DIRECTORS OF THE PARENT
COMPANY CEMBRE S.P.A.
Chair and Chief Executive Officer
Giovanni Rosani
HALF-YEAR FINANCIAL REPORT 2026 | INTERIM REPORT ON OPERATIONS
14 Annex 1 to the Report on Operations of the CEMBRE Group for the 1st half of 2026 Comparative Consolidated Income Statement at 30 June 2026 (euro ‘000) 1st half of 2026 % 1st half of 2025 % Change Revenue from contracts with customers 141,169 100.0% 124,268 100.0% 13.6% Other revenues and income 502 668 Total Revenues and Income 141,671 124,936 13.4% Cost of goods and merchandise (49,996) -35.4% (43,927) -35.3% 13.8% Change in inventories 10,903 7.7% 6,434 5.2% 69.5% Cost of sales (39,093) -27.7% (37,493) -30.2% 4.3% Cost for services (18,027) -12.8% (15,506) -12.5% 16.3% Lease and rental costs (177) -0.1% (277) -0.2% -36.1% Personnel costs (35,929) -25.5% (32,527) -26.2% 10.5% Other operating costs (1,329) -0.9% (946) -0.8% 40.5% Increases in fixed assets for internal work 412 0.3% 495 0.4% -16.8% Write-down of receivables (255) -0.2% (170) -0.1% 50.0% Accruals to provisions for risks and charges (16) 0.0% (27) 0.0% -40.7% Gross operating profit 47,257 33.5% 38,485 31.0% 22.8% Depreciation of property, plant and equipment and investment property (5,656) -4.0% (5,117) -4.1% 10.5% Amortisation of intangible fixed assets (686) -0.5% (593) -0.5% 15.7% Amortisation of rights of use on leased assets (1,348) -1.0% (1,230) -1.0% 9.6% Operating profit 39,567 28.0% 31,545 25.4% 25.4% Financial income 116 0.1% 284 0.2% -59.2% Financial expenses (333) -0.2% (232) -0.2% 43.5% Foreign exchange gains (losses) 99 0.1% (346) -0.3% -128.6% Pre-tax result 39,449 27.9% 31,251 25.1% 26.2% Income taxes (10,698) -7.6% (8,636) -6.9% 23.9% Net profit for the period 28,751 20.4% 22,615 18.2% 27.1%
HALF-YEAR FINANCIAL REPORT 2026 | INTERIM REPORT ON OPERATIONS
15 Annex 2 to the Interim report on operations of the CEMBRE Group for the 1st half of 2026 Composition of Corporate Boards Board of Directors Chair and CEO Giovanni Rosani Vice Chair Aldo Bottini Bongrani Director Anna Maria Onofri Director Sara Rosani Director Felice Albertazzi Director Franco Celli Independent Director Paola Carrara Independent Director Elisabetta Ceretti Board of Statutory Auditors Chair Stefano Colpani Permanent Auditor Riccardo Astori Permanent Auditor Rosanna Angela Pilenga Substitute Statutory Auditor Maria Grazia Lizzini Substitute Statutory Auditor Alessandra Biggi
Independent Auditors
EY S.p.A.
The above list is updated at 11 September 2026.
The Board of Directors and the Board of Statutory Auditor term expires with the approval of the Financial Statements at 31 December 2026.
The Chair holds by statute (article 18) powers of legal representation of the Company; the Board of Directors conferred to the Chairman and Managing Director Giovanni Rosani all the ordinary management powers not specifically reserved to it by law, including exclusive powers over the organization, management and monitoring of the internal control system.
In case of absence or impediment of the Chair and CEO Giovanni Rosani, Deputy Chair Aldo Bottini Bongrani holds all ordinary management powers not reserved to the Board by law. All Managing Directors must keep the Board of Directors informed of all the relevant transactions concluded in the context of their mandate. The Board of Directors has approved rules that define which particularly relevant transactions may be concluded exclusively by the same.
HALF-YEAR FINANCIAL REPORT 2026 | FINANCIAL STATEMENTS
16 Consolidated Financial Statements at 30 June 2026 Consolidated Statement of Financial Position (euro ‘000) Notes 30.06.2026 31.12.2025 ASSETS of which
related
parties of which
related
parties
NON-CURRENT ASSETS
Property, plant and equipment 1 125,225 120,299 Investment property 2 683 706 Intangible assets 3 4,763 4,865 Goodwill 4 4,608 4,608 Right of use assets 5 11,083 5,429 10,392 5,746 Other investments 5 5 Other non-current assets 6 137 124 Deferred tax assets 15 4,357 3,646
TOTAL NON-CURRENT ASSETS 150,861 144,645
CURRENT ASSETS
Inventories 7 88,361 76,506 Trade receivables 8 64,572 48,665 Tax receivables 9 5,049 9,324 Other current assets 10 1,449 945 Cash and cash equivalents 13,014 20,443
TOTAL CURRENT ASSETS 172,445 155,883
NON-CURRENT ASSETS HELD FOR DISPOSAL - -
TOTAL ASSETS 323,306 300,528
HALF-YEAR FINANCIAL REPORT 2026 | FINANCIAL STATEMENTS
17 (euro ‘000) Notes 30.06.2026 31.12.2025
LIABILITIES AND SHAREHOLDERS’ EQUITY of which
related
parties of which
related
parties
SHAREHOLDERS’ EQUITY
Capital stock 11 8,840 8,840 Reserves 11 190,528 177,597 Net profit 28,751 46,645
TOTAL SHAREHOLDERS’ EQUITY 228,119 233,082
NON-CURRENT LIABILITIES
Non-current financial liabilities 12 19,105 4,944 8,457 5,237 Employee Termination Indemnity and other personnel indemnities 14 1,474 15 1,480 11 Provisions for risks and charges 15 642 150 499 120 Deferred tax liabilities 16 3,898 3,695
TOTAL NON-CURRENT LIABILITIES 25,119 14,131
CURRENT LIABILITIES
Current financial liabilities 13 25,116 625 12,496 610 Trade payables 17 23,272 235 22,754 227 Tax payables 9 5,191 2,118 Other payables 18 16,489 173 15,947 194
TOTAL CURRENT LIABILITIES 70,068 53,315
LIABILITIES ON ASSETS HELD FOR DISPOSAL - -
TOTAL LIABILITIES 95,187 67,446
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 323,306 300,528
HALF-YEAR FINANCIAL REPORT 2026 | FINANCIAL STATEMENTS
18 Consolidated Financial Statements at 30 June 2026 Consolidated Statement of Comprehensive Income (euro ‘000) Notes 1st half of 2026 1st half of 2025
of which
related
parties of which
related
parties
Revenue from contracts with customers 19 141,169 124,268 Other revenues 20 502 668
TOTAL REVENUES 141,671 124,936
Cost for material and good (49,996) (43,927) Change in inventories 7 10,903 6,434 Cost of services received 21 (18,027) (468) (15,506) (454) Lease and rental costs 5 (177) (277) Personnel costs 22 (35,929) (156) (32,527) (194) Other operating costs 23 (1,329) (946) Increases in assets due to internal construction 24 412 495 Write-down of receivables 8 (255) (170) Accruals to provisions for risks and charges 25 (16) (27)
GROSS OPERATING PROFIT 47,257 38,485
Tangible asset and investment property depreciation 1-2 (5,656) (5,117) Intangible assets amortization 3 (686) (593) Depreciation of right of use assets 5 (1,348) (341) (1,230) (390)
OPERATING PROFIT 39,567 31,545
Financial income 26 116 284 Financial expenses 26 (333) (113) (232) (59) Foreign exchange gains (losses) 99 (346)
PROFIT BEFORE TAXES 39,449 31,251
Income taxes 27 (10,698) (8,636)
NET PROFIT FROM ORDINARY ACTIVITIES 28,751 22,615
NET PROFIT FROM ASSETS HELD FOR DISPOSAL - -
NET PROFIT 28,751 22,615
Items of the other comprehensive income that will be reclassified subsequently to profit or loss Conversion difference included in equity 532 (1,671)
COMPREHENSIVE INCOME 28 29,283 20,944
BASIC EARNINGS PER SHARE 29 1.71 1.34
DILUTED EARNINGS PER SHARE 29 1.71 1.34
HALF-YEAR FINANCIAL REPORT 2026 | FINANCIAL STATEMENTS
19 Consolidated Financial Statements at 30 June 2026 - Consolidated Cash Flow Statement (euro ‘000) 1st half of 2026 1st half of
2025 *
A) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 20,443 13,471
B) CASH FLOW FROM OPERATING ACTIVITIES
Net profit for the period 28,751 22,615 Income taxes 10,698 8,636 Financial charges/(financial profits) 217 (52) (Gains)/Losses on disposal of assets (21) (89) Depreciation/amortization 7,690 6,939 Net change in Employee Termination Indemnity (6) 30 Net change in provisions for risks and charges 142 40 Stock option plan IFRS2 remeasurement 393 (54)
Operating profit (loss) before changes in working capital 47,864 38,066 (Increase) Decrease in trade receivables (15,907) (10,975) (Increase) Decrease in inventories (11,855) (5,260) Increase (Decrease) in trade payables 518 809 Increase (Decrease) other components of working capital 276 527
(Increase) Decrease in working capital (26,968) (14,899) Other changes 175 (1,161) Interest received/(Interest paid) (217) 52 (Paid income taxes) (4,136) (4,052)
NET CASH FLOW GENERATED BY (USED IN) OPERATING ACTIVITIES 16,718 18,006
C) CASH FLOW FROM INVESTING ACTIVITIES
Investment in fixed assets:
- intangible (582) (626)
- tangible (10,449) (10,741)
- financial (13) -
Proceeds from disposal of tangible, intangible, available-for-sale fixed assets:
- intangible - 11
- tangible 188 102
- financial - 34
NET CASH FLOW GENERATED BY (USED IN) INVESTMENT ACTIVITIES (10,856) (11,220)
D) CASH FLOW FROM FINANCING ACTIVITIES
(Increase) Decrease in other financial assets - -
Increase (Decrease) in bank debts 22,503 29,261 Repayment of leasing liabilities (1,275) (1,218) Dividend distributed (34,639) (31,612)
NET CASH FLOW GENERATED BY (USED IN)/FROM FINANCING ACTIVITIES (13,411) (3,569)
E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D) (7,549) 3,217
F) Foreign exchange conversion differences on cash 120 (304)
G) CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+E+F) 13,014 16,384
Of which: assets held for disposal - -
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 13,014 16,384
* for the purposes of improved comparability with the 2026 data, certain reclassifications have been made. Reference is made to the "Preparation Criteria" in the notes.
HALF-YEAR FINANCIAL REPORT 2026 | FINANCIAL STATEMENTS
20
1st half of 2026 1st half of
2025
NET CONSOLIDATED FINANCIAL POSITION
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 13,014 16,384
Current financial liabilities (25,116) (34,373) Non-current financial liabilities (19,105) (5,772)
NET CONSOLIDATED FINANCIAL POSITION (31,207) (23,761)
BREAKDOWN OF CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
Cash 9 9 Bank deposits 13,005 16,375
13,014 16,384
HALF-YEAR FINANCIAL REPORT 2026 | FINANCIAL STATEMENTS
21 Statement of Changes in the Consolidated Shareholders' Equity (euro ‘000) Balance at
31.12.2025 Allocation
of profits to
reserves Allocation
of profits to
dividends Valuation
of stock
option plan
- IFRS2 Assignment
of shares
under stock
option plan Compr.
Income for
the period Balance at
30.06.2026
Capital Stock 8,840 8,840 Share premium reserve 12,245 12,245 Legal reserve 1,768 1,768 Reserve for own shares (3,512) (3,512) Suspended -tax revaluation reserves 585 585 Other suspended -tax reserves 68 68 Reserve for previous years’ profit 37,221 4,246 41,467 Conversion differences (2,054) 532 (1,522) Extraordinary reserve 122,187 7,760 129,947 Reserve for FTA 3,715 3,715 Reserve for discounting of
employee termination
indemnities 442 442 Merger surplus reserve 4,397 4,397 Stock options reserve 535 393 928 Net profit 46,645 (12,006) (34,639) 28,751 28,751 Total Shareholders’ Equity 233,082 - (34,639) 393 - 29,283 228,119
(euro ‘000) Balance at
31.12.2024 Allocation
of profits to
reserves Allocation
of profits to
dividends Valuation
of stock
option plan
- IFRS2 Assignment
of shares
under stock
options plan Compr.
Income for
the period Balance at
30.06.2025
Capital Stock 8,840 8,840 Share premium reserve 12,245 12,245 Legal reserve 1,768 1,768 Reserve for own shares (3,512) (3,512) Suspended -tax revaluation reserves 585 585 Other suspended -tax reserves 68 68 Reserve for previous years’ profit 31,678 6,638 38,316 Conversion differences 41 3 (1,671) (1,627) Extraordinary reserve 116,752 4,337 121,089 Reserve for FTA 3,715 3,715 Reserve for d iscounting of
employee termination
indemnities 388 388 Merger surplus reserve 4,397 4,397 Stock options reserve 189 (54) 135 Net profit 42,590 (10,978) (31,612) 22,615 22,615 Total Shareholders’ Equity 219,743 - (31,612) - (54) 20,944 209,021
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
22 Notes to the Condensed Half-year Consolidated Financial Statements at 30 June 2026
I. CORPORATE INFORMATION
CEMBRE S.p.A. is a joint-stock company with registered office in Brescia, Via Serenissima 9. The company is listed on the MTA (screen-based equities market) managed by Borsa Italiana S.p.A.
CEMBRE S.p.A. and its subsidiaries (hereinafter referred to jointly as the "CEMBRE Group" or "the Group") are active primarily in the manufacturing and sale of electrical connectors, cable accessories and tools.
The publication of the Half-year Financial Report, including these condensed half-year consolidated financial statements, was authorised by a resolution of the Board of Directors dated 11 September 2026.
CEMBRE S.p.A. is controlled by Lysne S.p.A., a holding company with registered office in Brescia, that does not carry out management and coordination activities.
The following table summarizes the key information:
Company: CEMBRE S.p.A.
Domicile: Brescia (Italy), via Serenissima n. 9 Corporate Form: Joint Stock Company
Country: Italy
Registered Office: Brescia (Italy), via Serenissima n. 9 Headquarters: Brescia (Italy), via Serenissima 9 Activity performed: Production and marketing of electrical connectors, cable accessories and tools Parent company: Lysne S.p.A.
II. PREPARATION CRITERIA AND ACCOUNTING STANDARDS
Preparation criteria
The condensed half-year consolidated financial statements at 30 June 2026 were prepared in accordance with the provisions of IAS 34 “Interim financial reporting”. The condensed half-year consolidated financial statements do not include all the economic and financial information required in the annual financial statements and it must be read in conjunction with the Group annual financial statements as at 31 December 2025. Unless otherwise indicated, the figures reported in the financial statements and the in the related explanatory notes are expressed in thousands of euro. The scope of consolidation did not change with respect to 31 December 2025.
For the purposes of comparability with the figures for the 2026 financial year, the items "foreign exchange conversion differences on cash" and "other changes" in working capital have been restated in the Consolidated Cash Flow Statement.
Relevant accounting standards The accounting standards adopted in the preparation of these condensed half-year consolidated financial statements are those formally approved by the European Union and in force at 30 June 2026 and they are consistent with those adopted in the preparation of the Group Financial Statements at 31 December 2025.
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
23 Amendments to accounting standards With reference to the description of recently issued accounting standards, in addition to what is indicated in the last Annual Financial Report, which should be referred to for the details, please take note of the following.
Accounting standards and interpretations issued by the IASB and approved by the European
Commission
In the 1st half of 2026, the amendments to IFRS 9 and IFRS 7 entered into force relating to the Classification and Measurement of Financial Instruments, endorsed by the European Commission with Regulation (EU) No 2025/1047 of 27 May 2025. These amendments introduce clarifications on, among other things, the timing of the derecognition of financial liabilities settled through electronic payment systems and the classification of financial assets with environmental, social and governance (ESG) characteristics. The amendments are effective for financial years beginning on or after 1 January 2026.
Starting from 1 January 2026, the amendments to IFRS 9 and IFRS 7 called Contracts Referencing Nature-dependent Electricity are also effective, as approved by Regulation (EU) no. 2025/1266 of 30 June 2025. The amendments clarify the application of the so-called own-use exemption to contracts for the purchase of electricity from renewable sources and introduce specific provisions on hedge accounting and financial statement disclosures.
In the same period, the document “Annual Improvements to IFRS Standards – Volume 11”, endorsed by Regulation (EU) no. 2025/1331 of 9 July 2025, also became applicable. It contains mainly technical and editorial amendments to various international accounting standards, effective for financial years beginning on or after 1 January 2026.
With reference to the standards and amendments already issued by the IASB and endorsed by the European Union, but not yet mandatorily applicable, we note IFRS 18 “Presentation and Disclosure in Financial Statements”, endorsed by Regulation (EU) 2026/338 of 18 February 2026 and applicable to financial years beginning on or after 1 January 2027. The new standard will replace IAS 1 by introducing new rules for the presentation of the income statement and specific disclosure requirements aimed at improving the comparability of financial statements.
As of 30 June 2026, also issued by the IASB, but not yet endorsed by the European Commission are IFRS 19 “Subsidiaries without Public Accountability: Disclosures” and the related amendments, as well as some further specific amendments to the IFRS, including those to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency” and IAS 28 “Investments in Associates and Joint Ventures”.
The application of the amendments and improvements that came into force from 1 January 2026 did not have any significant effects on the condensed half-year consolidated financial statements of the Group at 30 June 2026. Furthermore, based on the preliminary analyses carried out, the Group does not expect significant impacts deriving from the adoption of the standards and amendments already issued but not yet mandatorily applicable.
Translation of financial statements expressed in currencies other than the euro The functional and reporting currency of the Group is the euro.
Financial statements denominated in functional currencies other than the euro are translated
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
24 according to the following criteria:
– assets and liabilities are translated at the exchange rate applicable at the date of the
financial statements;
– income statement items are translated at the average exchange rate for the period;
– foreign-exchange translation differences are recorded in a specific shareholders’ equity reserve.
Upon the disposal of an investment in a foreign company, the related cumulative translation adjustments recognised in equity are recorded in the income statement.
Exchange rates applied in the translation of financial statements of subsidiaries, drawn from the foreign exchange section of the Bank of Italy's website, are shown in the table below (expressed in currency/€).
III. SEASONAL FACTORS
The Group activity is not subject to cyclical or seasonal swings with the exception of the slowdown registered in August for the summer holidays, and in December for the Christmas holidays.
IV. SEGMENT DISCLOSURE
IFRS 8 requires segment disclosure to be supplied using the same elements on which management bases internal reporting.
For its analyses, the CEMBRE Group adopted a disclosure scheme by geographical area based on the location in which the operations of the Company are based or the production process takes place. As the CEMBRE Group operates in a single segment denominated "Electric connectors and related tools", items based on this element are not usually utilized for the purposes of internal reporting.
1st half of 2026 ITALY EUROPE REST OF THE
WORLD Intragroup
elimination TOTAL
Revenues from contracts with customers 107,784 59,942 12,807 (39,364) 141,169
Operating result by sector 29,539 7,317 2,711 - 39,567 Net financial charges (118) Income taxes (10,698) Net profit for the period 28,751
1st half of 2025 ITALY EUROPE REST OF THE
WORLD Intragroup
elimination TOTAL
Revenues from contracts with customers 93,623 53,960 8,447 (31,762) 124,268
Operating result by sector 25,616 5,362 567 31,545 Currency Exchange rate at 30 June 2026 Average exchange rate for the 1st Half
of 2026
British pound 0.8618 0.8672 US dollar 1.1394 1.1666 Chinese Renminbi 7.7314 8.0073
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
25 Net financial charges (294) Income taxes (8,636) Net profit for the period 22,615 As the distribution of sales by geographical area is different from that of the related Group activities, a breakdown of sales by geographical area of customers is shown below.
1st half of 2026 1st half of 2025 Italy 59,407 52,972 Europe 64,118 59,298 Rest of the world 17,644 11,998
141,169 124,268
The breakdown of assets and liabilities is shown below:
30/06/2026 ITALY EUROPE REST OF THE
WORLD TOTAL
Assets and Liabilities Segment assets 230,054 86,067 13,623 329,744 Consolidation adjustments (6,438) Total assets 323,306 Segment liabilities 77,715 16,663 1,250 95,628 Consolidation adjustments (441) Total liabilities 95,187
31/12/2025 ITALY EUROPE REST OF THE
WORLD TOTAL
Assets and Liabilities Segment assets 216,787 77,887 10,987 305,661 Consolidation adjustments (5,133) Total assets 300,528 Segment liabilities 52,226 15,462 1,039 68,727 Consolidation adjustments (1,281) Total liabilities 67,446
1st Half of 2026 - Other segment information ITALY EUROPE REST OF THE
WORLD TOTAL
Capital expenditure:
- Tangible fixed assets 8,829 1,519 101 10,449
- Intangible fixed assets 567 15 - 582
- Financial fixed assets 8 5 - 13 Total capital expenditure 11,044 Depreciation and amortisation:
- Property, plant and equipment and investment property (4,634) (899) (123) (5,656)
- Intangible fixed assets (552) (133) (1) (686)
- leased assets (529) (683) (136) (1,348) Total amortisation (7,690)
Accruals to provision for employee benefits 861 47 - 908
Average number of employees 657 288 46 991
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
26 1st Half of 2025 - Other segment information ITALY EUROPE REST OF THE
WORLD TOTAL
Capital expenditure:
- Tangible fixed assets 9,512 1,035 194 10,741
- Intangible fixed assets 623 3 - 626
- Financial fixed assets - - - -
Total capital expenditure 11,367 Depreciation and amortisation:
- Property, plant and equipment and investment property (4,124) (878) (115) (5,117)
- Intangible fixed assets (458) (135) - (593)
- leased assets (559) (514) (157) (1,230) Total amortisation (6,940)
Accruals to provision for employee benefits 830 120 950
Average number of employees 595 291 44 930
V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. TANGIBLE FIXED ASSETS
Land and
buildings Plant and Machinery Equipment Other assets Work in progress and advances Total Historical cost 75,538 115,295 20,662 13,356 12,667 237,518 Reassessments pursuant to law 934 32 - - - 966 Accumulated amortisation (22,517) (72,627) (13,837) (9,204) - (118,185) Balance at 31/12/2025 53,955 42,701 6,825 4,152 12,667 120,299 Capital expenditure 184 2,804 1,164 641 5,657 10,449
Currency translation
differences 45 50 - 23 3 122 Amortisation (930) (3,445) (538) (720) - (5,633) Net divestments - (6) - (6) - (12) Reclassifications 4,308 9,415 664 1 (14,388) -
Balance at 30/06/2026 57,562 51,519 8,115 4,091 3,939 125,225
Land and
buildings Plant and Machinery Equipment Other assets Work in progress and advances Total Historical cost 73,280 100,933 18,637 13,066 13,101 219,017 Reassessments pursuant to law 934 32 - - - 966 Accumulated amortisation (21,484) (67,831) (12,963) (9,073) - (111,351) Balance at 31/12/2024 52,730 33,134 5,674 3,993 13,101 108,632 Capital expenditure 621 3,030 417 1,084 5,589 10,741
Currency translation
differences (116) (126) - (85) (7) (334) Amortisation (851) (3,043) (493) (709) - (5,096) Net divestments - (1) - (11) - (12) Reclassifications 124 1,561 296 91 (2,072) -
Balance at 30/06/2025 52,508 34,555 5,894 4,363 16,611 113,931 In the first half of 2026, the Group's tangible fixed asset increases reached a total of €10,449 thousand, largely borne by the Parent Company.
Capital expenditure in Plant and Machinery, amounting to €2,804 thousand, represents the biggest item of expenditure and it is related primarily to the expansion and upgrade of production lines.
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
27 The item "Work in progress and advances" includes the advance paid by CEMBRE S.L.U. for the construction of an automated logistics system, amounting to €559 thousand, as well as, for the remaining amount, advances relating to the acquisition of plant, machinery and equipment intended for the renewal and upgrading of the Parent Company's production departments.
During the first half of the year, two new industrial buildings came into operation at the Parent Company's headquarters, together with the related plant and machinery. These investments were consequently reclassified as operating fixed assets and subject to the related depreciation process.
In 2026, grants for the purchase of plant and equipment totalling €1,450 thousand were recognised, recorded as a direct reduction in the carrying amount of the specific assets to which they relate.
2. INVESTMENT PROPERTY
Land and buildings Plant and Machinery Other assets Total Historical cost 1,626 292 5 1,923
Accumulated
amortisation (945) (267) (5) (1,217) Balance at 31/12/2025 681 25 - 706 Capital expenditure - - - -
Amortisation (21) (2) - (23) Balance at 30/06/2026 660 23 - 683 The item includes only the property in Calcinate (BG), owned by CEMBRE S.p.A., which is no longer used for the Group activities and is leased to third parties.
3. INTANGIBLE FIXED ASSETS
Developm
ent costs Patents Software Tradem arks Other Work in progress and advances Total Historical cost 5,560 1,447 7,782 495 2,228 280 17,792
Accumulated
amortisation (3,219) (1,247) (6,413) (379) (1,669) - (12,927) Balance at 31/12/2025 2,341 200 1,369 116 559 280 4,865 Capital expenditure 187 151 50 0 0 194 582
Currency translation
differences 1 1 - - - - 2 Amortisation (249) (91) (204) (25) (117) (686) Net divestments - - - - - - -
Reclassifications - - 86 - - (86) -
Balance at 30/06/2026 2,279 261 1,301 91 442 388 4,763 Intangible assets refer almost entirely to the Parent Company Cembre S.p.A.. Development costs mainly concern the capitalisation of the hours dedicated by the technical office staff to product development; for more details on this asset, reference is made to the first part of this report.
Investments in software mainly concerned upgrades or purchases of new licenses for existing applications.
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
28
4. GOODWILL
30/06/2026 31/12/2025 Change in Goodwill 4,608 4,608 -
In May 2018, the German company CEMBRE GmbH acquired the entire capital of the compatriot IKUMA, identifying, after allocating the amount paid for the acquisition, a residual goodwill value of €4,608 thousand.
In the first half of 2026, there were no external or internal indicators of impairment that made it necessary to analyse the consistency of goodwill in advance of the testing normally carried out on the annual results. In fact, despite the difficulties encountered in the German market as a result of the generally stagnant economic situation, an examination of the results achieved in the first half of the year by the ‘Germany CGU’ showed a satisfactory net profit and cash flows, which guarantee good financial balance; such results, also considering the estimates for the next few years set forth in the plan, guarantee the sustainability of the value recorded in the financial statements.
5. RIGHT OF USE - LEASED ASSETS
Buildings Motor vehicles Total Historical cost 14,604 5,613 20,217 Accumulated amortisation (6,449) (3,376) (9,825) Balance at 31/12/2025 8,155 2,237 10,392 Increases 950 1,055 2,005 Currency translation differences 30 8 38 Amortisation (652) (696) (1,348) Divestments - (4) (4) Balance at 30/06/2026 8,483 2,600 11,083 The increase in the item buildings mainly refers to the lease of the headquarters of the subsidiary CEMBRE IE Ltd, while the increase in the item motor vehicles is due to the signing of new contracts to replace expired ones.
6. OTHER NON-CURRENT ASSETS
30/06/2026 31/12/2025 Change in Guarantee deposits 137 124 13 Total 137 124 13
7. INVENTORIES
30/06/2026 31/12/2025 Change in Raw materials 24,220 20,410 3,810 Work in progress and semi-finished goods 9,479 10,844 (1,365) Finished goods 52,396 43,641 8,755 Advances to goods suppliers 2,266 1,611 655 Total 88,361 76,506 11,855 The increase in inventories is due both to the increase in stocks of finished products, in order to allow a prompt response to customer requests, and to the increase in stocks of raw materials to meet the growing volume of production activity.
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
29 Payments on account to goods suppliers are the result of large orders placed to ensure adequate availability of raw materials and products.
The value of the inventory is adjusted by an inventory depreciation provision amounting to €5,896 thousand, recognised to align the cost with the estimated realisable value. Changes in the provision in 2026 are shown in the table that follows:
30/06/2026 31/12/2025
Balance at 1 January 5,314 5,131 Accruals 543 806 Uses - (471) Releases - -
Currency translation differences 39 (152) Provision at end of the period 5,896 5,314 The impairment logic and procedures used to determine the inventory write-down provision did not change from the previous year.
8. TRADE RECEIVABLES
30/06/2026 31/12/2025 Change in Nominal receivables due from customers 65,685 49,747 15,938 Provision for doubtful accounts (1,113) (1,082) (31) Total 64,572 48,665 15,907 Nominal trade receivables by geographical area are shown in the following table.
30/06/2026 31/12/2025 Change in Italy 37,066 25,481 11,585 Europe 23,590 21,034 2,556 North America 3,918 2,149 1,769 Oceania 574 590 (16) Middle East 214 203 11 Asia 197 168 29 Africa 126 122 5 Total 65,685 49,747 15,938 The average collection period increased from 67 days in the financial year 2025 to 75 days. From the payment schedule published at the end of this section, it appears that most receivables were not yet overdue at 30 June 2026.
The increase in the absolute value of receivables at June 30 compared to December 31 is mainly due to the higher volume of business in June 2026 compared to December 2025.
Changes in the provision for doubtful accounts are shown in the table that follows:
30/06/2026 31/12/2025
Balance at 1 January 1,082 821 Accruals 255 416 Uses (210) (148) Releases (17) -
Currency translation differences 3 (7) Provision at end of the period 1,113 1,082
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
30 As at 30 June 2026 and 31 December 2025, the overdue situation was as follows:
Year Not past
due 0-90
days 91-180
days 181-365
days Over one
year Under
litigation Total
30/06/2026 59,564 5,045 347 393 245 91 65,685 31/12/2025 42,091 6,501 414 210 211 320 49,747
9. TAX RECEIVABLES and PAYABLES
30/06/2026 31/12/2025 Change Tax receivables 5,044 9,076 (4,032) Credit for advance tax 5 248 (243) Total 5,049 9,324 (4,275) The item Tax receivables mainly includes those of CEMBRE S.p.A., and in particular the ‘Patent Box credit’, amounting to €3.0 million at 30 June 2026. For further information, reference is made to Note 27, “Income Taxes”.
The item Tax payables exclusively includes tax payables, net of advances already paid.
10. OTHER ASSETS
30/06/2026 31/12/2025 Change Receivables from employees 33 24 9 Advances to suppliers 105 233 (128) Accrued income and prepaid expenses 822 430 392 Other 489 258 231 Total 1,449 945 504 The increase in the item accrued income and prepaid expenses is mainly attributable to the increase in costs incurred in advance for software fees and consultancy services.
11. SHAREHOLDERS’ EQUITY
The share capital of the Parent Company amounts to €8,840 thousand, and is made up of 17 million ordinary shares with a par value of €0.52 each, fully subscribed and paid-up.
At 30 June 2026, CEMBRE S.p.A. held 185,041 treasury shares, corresponding to 1.09% of its capital stock. Against these shares the Company recorded €3,512 thousand in a specific shareholders' equity reserve under liabilities.
CEMBRE S.p.A. established the incentive plan known as “Carlo Rosani Prize 2025 – 2029”, intended for executives and middle managers who have an employment contract with the company. The plan, approved by the Shareholders’ Meeting on 29 April 2025, provides for the attribution, by the company, of rights to acquire ordinary CEMBRE shares, and will last until 2030. Following the adoption of this plan, in compliance with the provisions of IFRS 2, a Stock Options Reserve was recognised, representative of the debt to beneficiaries of the plan itself. At 30 June 2026, this reserve amounted to €928 thousand, the effect of which in the income statement for the part relating to the period is included under personnel costs.
The “Consolidated statement of changes in equity” included in the half-year consolidated financial statements analyses all the changes that have occurred in the various items that make
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
31 up equity.
12. NON-CURRENT FINANCIAL LIABILITIES
Effective
interest rate
% Term ending 30/06/2026 31/12/2025 Leasing liabilities - Non-current portion
CEMBRE S.p.A. 3,629 3,802
CEMBRE Ltd. 2,163 2,207
CEMBRE S.A.R.L. 1,735 1,659
CEMBRE S.L.U. 162 221
CEMBRE GmbH 230 108
CEMBRE INC. 41 65
CEMBRE B.V. 251 258
CEMBRE Shanghai Ltd. 6 7
CEMBRE IE Ltd. 758 -
Total non-current portion 8,975 8,327
Bank loans
CEMBRE S.p.A.
non-current portion of loan SIMEST 0.37 Oct-31 130 130 non-current portion of loan INTESA 2.07 Apr-28 10,000 -
NON-CURRENT FINANCIAL LIABILITIES 19,105 8,457
13. CURRENT FINANCIAL LIABILITIES
Effective
interest rate
% Term ending 30/06/2026 31/12/2025
Leasing liabilities - Current portion
CEMBRE S.p.A. 885 913
CEMBRE Ltd. 495 444
CEMBRE S.A.R.L. 310 261
CEMBRE S.L.U. 119 117
CEMBRE GmbH 241 197
CEMBRE INC. 158 246
CEMBRE BV. 65 53
CEMBRE Shanghai Ltd. 2 2
CEMBRE IE Ltd. 77 -
Total current portion 2,352 2,233
Bank loans
CEMBRE S.p.A.
current portion of loan INTESA 2.07 Apr-28 5,000 -
current portion of loan BPER Hot money 1.92 Oct-26 3,500 5,000 current portion of loan INTESA 2.05 Feb-26 - 5,000
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
32 current portion of loan BNL 2.06 Apr-27 7,000 -
current portion of loan BPER 2.06 Aug-26 3,500 -
Total current portion 19,000 10,000
Bank overdrafts
CEMBRE S.p.A. 3,722 183
Total 3,722 183
Liabilities for bank fees and interest payable 42 80
CURRENT FINANCIAL LIABILITIES 25,116 12,496
The loan with maturity August 2026 was renewed with a maturity date of September 2026.
14. EMPLOYEE TERMINATION INDEMNITY AND OTHER PERSONNEL INDEMNITIES
The item includes the Employee Termination Indemnity accrued for employees of the Italian company. Special retirement benefits, due in accordance with French regulations to persons employed in France at the time of retirement, are also included in the provision.
30/06/2026 31/12/2025
Opening balance 1,480 1,617 Accruals 699 1,118 Uses (557) (794) Social security (INPS) treasury provision (148) (437) Actuarial effect - (24) Closing balance 1,474 1,480
As a rule, the actuarial effect is only updated annually, when preparing the annual financial statements. In fact, it is considered that this calculation has little effect in the preparation of the interim report.
15. PROVISIONS FOR RISKS AND CHARGES
Changes in provisions for risks and charges in the half-year are shown in the table below.
Supplementary
customer
allowances Directors
variable
compensation Personnel
incentives Other provisions Total At 31 December 2025 178 120 127 74 499 Accruals 16 30 32 65 143 Use - - - - -
At 30 June 2026 194 150 159 139 642 In line with the remuneration policy of CEMBRE S.p.A., a variable compensation based on the achievement of medium-long term targets was introduced in favour of the Chair and CEO. This compensation will be paid in 2027 following the achievement of the objectives set for the 2024-
2026 period by the Board of Directors. The amount of the accrual against the variable compensation of Directors is recorded among the cost of services.
The provision for personnel benefits includes amounts accrued for sales personnel that will be paid
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
33 out upon the achievement of performance targets set in the sales development plan defined by the management.
Other provisions include allocations for possible obligations arising from disputes with former employees, amounting to €108 thousand, and for potential disputes with customers, amounting to €31 thousand. Given the residual value, all amounts set aside, in the various funds, have not been discounted.
16. DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities as at 30 June 2026 are summarised as follows:
30/06/2026 31/12/2025
Deferred tax assets Reversal of unrealised intra-group profits in stock 2,384 1,887 Write-down of inventories 706 671 Provision for doubtful accounts of the Parent Company 164 131 Differences on amortisation and depreciation of the Parent Company 403 358 Other 700 599 Gross deferred tax assets 4,357 3,646
Deferred tax liabilities Average cost assessment of inventories by the Parent Company (801) (600) Amortisation and depreciation CEMBRE Ltd. (1,254) (1,193) Reassessment of land (1,652) (1,652) Allocation of IKUMA purchase price (150) (172) Other (41) (78) Gross deferred tax liabilities (3,898) (3,695)
Net deferred tax assets (liabilities) 459 (49)
17. TRADE PAYABLES
30/06/2026 31/12/2025 Change in Trade payables 23,089 22,651 438 Advances 183 103 80 Total 23,272 22,754 518 The following table shows the distribution of payables to suppliers by geographical area.
30/06/2026 31/12/2025 Change in Italy 15,201 19,493 (4,292) Europe 7,260 2,739 4,521 Far East 579 412 167 North America 35 (2) 37 Other 14 9 5 Total 23,089 22,651 438 Average payment days decreased significantly, from 62 days in 2025 to 53 days in the first half of 2026.
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
34
18. OTHER PAYABLES
The item "Other payables" may be broken down as follows:
30/06/2026 31/12/2025 Change in Payables to employees 6,586 4,554 2,032 Employee withholding taxes payable 884 1,853 (969) VAT and similar foreign taxes payable 2,839 2,377 462 Commissions payable 332 458 (126) Payables to Statutory Auditors and similar foreign boards 49 35 14 Payables to directors 124 158 (34) Social security payables 2,815 3,823 (1,008) Payables for sundry taxes 89 19 70 Deferrals 2,106 2,310 (204) Sundry items 665 360 305 Total 16,489 15,947 542
The increase in payables to employees, compared to 31 December 2025, is due to the accrual of amounts for holidays, thirteenth month pay and year-end bonuses that have already matured, but which will be paid in the coming months. The increase in VAT payables is due to the higher sales volume in June compared to December.
19. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from contracts with customers by geographical area is broken down as follows:
(euro ‘000) 1st half of 2026 1st half of 2025 Change in Italy 59,407 52,972 6,435 Rest of Europe 64,118 59,298 4,820 Rest of the World 17,644 11,998 5,646 Total 141,169 124,268 16,901 In the 1st half of 2026, revenues rose by 13.6% on the corresponding period in the previous financial year. Of the sales, 42.1% were made to Italian customers, i.e. 12.1% more than in 2025, while sales in Europe (excluding Italy) accounted for 45.4% of the revenue, i.e. 8.1% more than in the first half of 2025. Turnover from non-European countries, equal to 12.5% of sales, increased by 47.1% compared to the first half of 2025. In accordance with the relevant accounting standards, revenues are recognised net of discounts, allowances and premiums to customers.
20. OTHER REVENUES AND INCOME
The breakdown of the item "Other revenues" and income is as follows:
1st half of 2026 1st half of 2025 Change in Capital gains 27 113 (86) Release of provisions - - -
Insurance damages 9 36 (27) Reimbursements 194 179 15 Operating grants 10 20 (10) Capital grants 207 209 (2) Other 55 111 (56) Total 502 668 (166)
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
35 Reimbursements relate primarily to transport costs charged to customers. The operating grants, as in 2025, pertain to amounts received as contributions for staff training.
With regard to capital grants, it should be noted that these represent the portion of grants relating to facilitations for investments made by the Company in previous financial years, since, as of the 2025 financial year, these grants are recognised as a direct reduction of the asset to which they relate.
21. COST OF SERVICES RECEIVED
The item "costs for services received" is broken down as follows:
1st half of 2026 1st half of 2025 Change in Subcontracted work 3,377 2,528 849 Electricity, heating and water 1,569 1,347 222 Transport of goods sold 2,331 1,896 435 Fuel 406 360 46 Travelling expenses 1,098 1,091 7 Maintenance and repair 2,354 1,878 476 Consulting 1,573 1,241 332 Advertising, promotion and trade fairs 446 856 (410) Insurance 735 619 116 Compensation of corporate boards 562 526 36 Postage and telephone 206 229 (23) Commissions 797 854 (57) Security and cleaning 576 457 119 Bank services 88 76 12 Software licence fees 960 767 193 Refresher courses 245 200 45 Personnel search 232 389 (157) Sundry items 472 192 280 Total 18,027 15,506 2,521 Costs for services, and in particular the item external processing, increased due to the higher sales volume achieved by the Group in the 1st half of the year.
The residual item "Sundry items" includes mainly entertainment and hospitality costs.
22. PERSONNEL COSTS
Personnel costs are broken down as follows:
1st half of 2026 1st half of 2025 Change in Wages and Salaries 27,563 25,032 2,531 Social security charges 6,351 5,895 456 Employee Severance Indemnity 909 950 (41) Retirement benefits 157 60 97 Other costs 949 590 359 Total 35,929 32,527 3,402 The item "Wages and salaries" includes €3,100 thousand related to the cost of temporary employment in the first half of 2026, incurred mainly by the Parent Company (€2,908 thousand); in the first half of 2025, this component amounted to €2,558 thousand.
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
36 The item ‘Other costs’ includes the provision for the Stock Option Reserve, amounting to €393 thousand.
Average number of employees by category:
1st half of 2026 1st half of 2025 Change in Executives 13 13 -
White collars 499 474 25 Blue collars 355 339 16 Temporary workers 124 104 20 Total 991 930 61 Average numbers of employees by company are as follows:
Executives White
collars Blue
collars Temporary
workers Total
1st half of
2026 Total
1st half of 2025 Change in
CEMBRE S.p.A. 8 280 254 115 657 595 62
CEMBRE Ltd. 1 66 57 7 131 134 (3)
CEMBRE S.A.R.L. 1 30 7 - 38 41 (3)
CEMBRE S.L.U. 1 35 14 2 52 53 (1)
CEMBRE INC. 1 35 4 - 40 39 1
CEMBRE GmbH 1 41 18 - 60 61 (1)
CEMBRE B.V. - 3 - - 3 2 1
CEMBRE Shanghai Ltd. - 6 - - 6 5 1
CEMBRE IE. Ltd. - 3 1 - 4 - 4
Total 13 499 355 124 991 930 61
23. OTHER OPERATING COSTS
The item is broken down as follows:
1st half of 2026 1st half of 2025 Change in Sundry taxes 494 462 32 Losses on receivables 27 69 (42) Capital losses 6 23 (17) Donations 78 53 25 Membership fees 44 43 1 Ancillary expenses for production 306 33 273 Accessory administrative expenses 40 34 6 Ancillary trade expenses 43 36 7 Other 291 193 98 Total 1,329 946 383 The residual item "Other" consists primarily of sundry expenses not otherwise classifiable.
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
37
24. INCREASES IN ASSETS DUE TO INTERNAL CONSTRUCTION
1st half of 2026 1st half of 2025 Change in External supplies of components 118 213 (95) External processing and treatment 3 13 (10) Internal design and processing 212 245 (33) Other 79 24 55 Total 412 495 (83) This item represents the amount of costs capitalised by the Parent Company for the construction of equipment and dies built internally, as well as costs relating to development activities.
25. ACCRUALS TO PROVISIONS FOR RISKS AND CHARGES
The item is broken down as follows:
1st half of 2026 1st half of 2025 Change Customer allowances 16 16 -
Other provisions - 11 (11) Total 16 27 (11)
26. FINANCIAL INCOME AND CHARGES
1st half of 2026 1st half of 2025 Change Interest earned on bank account balances 61 47 14 Other financial income 55 237 (182) Total financial income 116 284 (168) Loans and bank overdrafts (139) (92) (47) Lease financial charges (194) (140) (54) Total financial charges (333) (232) (101) Total financial income and charges (217) 52 (269)
27. INCOME TAXES
Income taxes are composed as follows:
1st half of 2026 1st half of 2025 Change Current taxes (11,301) (8,741) (2,560) Deferred taxes 547 105 442 Extraordinary income 56 - 56 Total (10,698) (8,636) (2,062) The difference between the effective tax rate and the theoretical tax rate is as follows:
1st half of 2026 1st half of 2025 Profit prior to taxes 39,449 31,251 Taxes (10,698) (8,636) Effective tax rate 27.12% 27.63% Theoretical tax rate (*) 27.90% 27.90% (*)Tax rate of the Parent Company (IRES + IRAP)
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
38 On 18 December 2023, Cembre S.p.A. renewed the agreement with the Revenue Agency that defines the methods and criteria for calculation of the economic contribution to the production of business income by intangible fixed assets for the purposes of the so-called "Patent Box", with regard to tax years 2020-2024.
The agreement allowed CEMBRE S.p.A. to obtain a tax benefit for 2020 of approximately €1,103 thousand, accounted for in 2023, determined according to the methods and criteria defined in the agreement.
Similarly, this agreement enabled the recognition in 2024 of a tax benefit related to the 2021 financial year amounting to €1.88 million and a tax benefit related to the 2022 financial year amounting to €2.06 million. The tax benefit relating to the 2023 financial year, recognised in 2025, amounts to €2.99 million. With regard to the tax benefit relating to the 2024 financial year, the income will be accounted for when it can be determined with the required certainty.
Deferred tax assets and liabilities are made up as follows:
1st half of 2026 1st half of 2025 Reversal of unrealised intra-group profits in stock 516 (80) Average cost assessment of inventories by the Parent Company (201) 50 Write-down of inventories 35 71 Differences on depreciation 45 38 Allocation of IKUMA purchase price 49 37 Other 103 (11) Prepaid/deferred taxes for the financial year 547 105
28. COMPREHENSIVE INCOME
The CEMBRE Group uses a single table to report its comprehensive income. In particular, the economic effects recorded directly under Shareholders’ Equity are reported separately and result in an increase or decrease of net profit for the period. At June 30 2026, the only difference relates to foreign exchange translation differences, arising upon consolidation, on the translation into euro of the financial statements of companies whose functional currency is not the euro. As indicated in Note 14, at the time of preparation of the Interim Report, in view of the modest effects, the discounting of employee termination indemnity was not updated.
29. EARNINGS PER SHARE (BASIC AND DILUTED)
Basic earnings per share are calculated by dividing the net profit by the weighted average number of shares in circulation for the financial year, excluding treasury shares held at the end of the period, equal to 185,041. Diluted earnings per share are determined by dividing the net profit by the weighted average number of shares in circulation in the period, excluding treasury shares, increased by the weighted number of shares that potentially could be added to those in circulation due to the stock option plan.
1st half of 2026 1st half of 2025 Consolidated net profit 28,751 22,615 No. of ordinary shares (‘000) 16,815 16,815 Basic earnings per share 1.71 1.34 Weighted number of shares potentially eligible for allocation (Euro ‘000) 13 18 Diluted earnings per share 1.71 1.34
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
39
30. NET FINANCIAL POSITION
At the end of the period the Net Financial Position of the Group amounted to a negative value of €31,207 thousand, down from 31 December 2025 due to capital expenditure in the period and to the payment of dividends on the profit for the 2025 financial year.
At the financial statement date, the Group had no outstanding debt involving covenants, negative pledges or secured by collateral.
In respect of the "Guidelines on disclosure obligations pursuant to the prospectus regulation" set forth by ESMA, details of the Group Net Financial Position are provided below:
30/06/2026 31/12/2025
A Cash 9 11 B Bank deposits 13,005 20,432 C Other financial assets - -
D Cash and cash equivalents (A+B+C) 13,014 20,443 E Current bank payables (22,764) (10,262) F Current financial leasing liabilities (2,352) (2,234) G Current financial indebtedness (E+F) (25,116) (12,496) H Net current financial position (G+D) (12,102) 7,947 I Non-current bank payables (10,130) (130) J Non-current financial leasing liabilities (8,975) (8,327) K Non-current financial indebtedness (I+J) (19,105) (8,457) L Net financial position (H+K) (31,207) (510)
31. DISCLOSURE ON RELATED PARTIES
Among the assets leased to CEMBRE S.p.A. by third parties are an industrial building adjacent to the Company registered office measuring a total of 5,960 sqm on three floors, in addition to the Monza, Padua and Bologna sales offices. These properties are owned by "Tha Immobiliare S.p.A.", a company with registered office in Brescia, whose capital is held by Anna Maria Onofri, Giovanni Rosani, and Sara Rosani, members of the Board of Directors of the Parent Company CEMBRE S.p.A.; the interest for the company can be seen in the prospect of continuity and in the reduction of the risks of termination of the lease contract.
CEMBRE Ltd. leases an industrial building, composed of several units, from Borno Ltd., a company controlled by Lysne S.p.A. (parent company of CEMBRE S.p.A).
At 30 June 2026, the following payable positions were outstanding: €184 thousand for Tha Immobiliare S.p.A. and €52 thousand for Borno Ltd.
A summary of the amounts reported in the financial statements relating to the above-mentioned contracts is provided below:
Assets Non-current
liabilities Current
liabilities Amortisation Interest
expense
Leased assets from THA - CEMBRE
S.p.A. 3,518 3,185 354 199 70
Leased assets from Borno - CEMBRE Ltd 1,911 1,759 271 142 43 CEMBRE S.p.A. does not have direct relationships with the parent company Lysne S.p.A. of any
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
40 other nature than that of the exercise of shareholders rights on the part of the parent company.
Lysne S.p.A. does not carry out any management or coordination activity with respect to Cembre S.p.A.
Boards’ compensation
During the first half of 2026, the compensation of the members of the board of directors and the board of statutory auditors, net of contributions, is as follows:
Board of Statutory Auditors Directors Emoluments as directors and auditors of CEMBRE S.p.A. 49 413 Remuneration as employees - 117 Other compensation - 6 Non-monetary benefits - 12 The item “Remuneration as employees” does not include contributions borne by the Company, amounting to €39 thousand.
Other fees relate to the function performed within the Supervisory Body.
Non-monetary benefits relate to the use of a company car and insurance policies underwritten on their behalf.
The item Emoluments also includes the short-term variable remuneration provided for executive directors, allocated in the amount of €100 thousand.
The remuneration policy of CEMBRE S.p.A. includes a variable compensation linked to the achievement of medium-long term targets in favour of the Chair and Managing Director. Such compensation will be paid out in case the targets set by the Board of Directors, upon proposal of the Remuneration Committee, are achieved. The provision for this remuneration under the item emoluments, for the first half of 2026, was estimated at €30 thousand.
On 24 June 2026, CEMBRE S.p.A. signed a purchase and sale agreement with the related party THA Immobiliare S.p.A. concerning the purchase by CEMBRE S.p.A. of a property located in Brescia, adjacent to the Company’s registered office, for a consideration of €1.65 million. The transaction was approved by the Board of Directors after receiving the positive opinion of the Committee for Related-Party Transactions.
The transaction was subject to a condition precedent, which was fulfilled in early September 2026.
Consequently, the transfer of ownership took place after 30 June 2026 and, therefore, the half-
yearly situation does not reflect the equity effects of the purchase.
32. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
The Group does not use derivative instruments to hedge against interest risk and currency exposure.
The short-term maturity of a large part of the financial instruments held is such that their carrying value is in line with their fair value of the same.
Risks connected with the market
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
41 The Group faces this risk with ongoing innovation, the widening of the product range, high automation and the upgrade of its production process, implementing focused marketing policies also with the help of its foreign subsidiaries.
Interest rate risk At 30 June 2026, as shown in detail in Notes 11 and 12, the Parent Company CEMBRE S.p.A. has loans outstanding. The nature of the rate applied and the relatively short-term maturity protect the Group from any fluctuations in interest rates.
Currency risk
Despite a strong international presence, the CEMBRE Group does not have a significant exposure to currency risk (on an operating or equity basis), as it operates mainly in the Euro area, the currency in which its trade transactions are mainly denominated.
Exposure to currency risk is mainly determined by some sales components in the following currencies: US dollars, British pounds and Chinese renminbi. The entity and volumes are not such as to have a significant impact on the Group results.
In addition to currency risk, the Group is also exposed to currency translation risk. In fact, as described in the section on consolidation principles, the financial statements of subsidiaries drawn up in currencies other than the euro are converted at the rates in the foreign exchange section of the Bank of Italy website.
In the table that follows we report the economic effect of possible fluctuations in exchange rates for the main financial items of consolidated companies operating outside the euro area.
Curre
ncy Change in
exchange
rate Change in Equity Change in Turnover Change in pre-tax
profit
CEMBRE Ltd. GBP 5% / -5% 1,182/(1,182) 1,026/(1,026) 159/(159)
CEMBRE INC. USD 5% / -5% 536/(536) 606/(606) 150/(150)
CEMBRE Shanghai Ltd. RMB 5% / -5% 6/(6) 34/(34) 13/(13)
In the income statement at 30 June 2026, the item “Exchange gains (losses)” is a positive €99 thousand.
Liquidity risk
The exposure of the Group to liquidity risk is not material as its financial position is balanced. The collection and payment cycle is also balanced, as shown by the ratio of current assets to current liabilities.
Credit risk
The Group exposure to credit risk relates exclusively to trade receivables.
As shown in Note 8, none of the areas in which the CEMBRE Group operates poses relevant credit risks.
Operating procedures limit the sale of products or services to customers who do not possess an
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
42 adequate credit rating or provide secured guarantees. The receivables matured over 12 months and those under litigation are widely covered by the provision for doubtful accounts accrued.
Moreover, several Group companies have stipulated an insurance policy against commercial credit risk, allowing them to reduce further exposure to this kind of risk.
IT risk and cybersecurity CEMBRE recognises the importance of IT security as a fundamental element for business continuity, the protection of the company's information assets and the safeguarding of data. The increasing digitalisation of processes and dependence on information technology expose the Group to risks arising from cyberattacks, unauthorised access to systems, loss or compromise of data, interruptions to IT services and breaches of information confidentiality. These increasingly widespread and sophisticated threats represent a risk that is constantly monitored by the Group.
In order to mitigate these risks, CEMBRE adopts technical and organisational measures aimed at ensuring adequate levels of protection, including access control systems, data backup and recovery tools, security monitoring tools, risk assessment and updating of protection measures, as well as periodic staff training and awareness-raising initiatives. The continuous strengthening of IT security safeguards is aimed at supporting business continuity, preventing the loss of data and information and reducing the risk of economic and operational impacts.
In the first half of the year, there were no significant events that could compromise the company's continuity or have a significant impact on the Company's economic, equity and financial situation.
Risks linked to climate change Climate change entails a broad spectrum of possible impacts for the Group arising from both physical and transition risks. When making new investments, the Group takes into account the possible future impacts that climate change may have on their usability and useful life. It also closely monitors regulatory developments and changes, such as new climate-related regulations and standards.
The Group believes that its business model and products will still be attractive following the transition to a low-emission economy.
Climate-related issues may increase the uncertainty of the estimates and assumptions regarding certain elements or items of the financial statements. For further discussion of this aspect, please refer to the section "Effects of Climate Change" in the sub-chapter "Use of estimates" of the chapter "ACCOUNTING STANDARDS AND VALUATION CRITERIA” in the explanatory notes to the consolidated financial statements at 31 December 2025. Reference is also made to the "Risks and effects linked to climate change" section in the Interim Report on Operations.
33. SUBSEQUENT EVENTS
No event having significant effects on the Group financial position or on the operating performance occurred after the end of the 1st half of the year.
34. CONSOLIDATED COMPANIES
The scope of consolidation did not change during the 1st half of 2026.
HALF-YEAR FINANCIAL REPORT 2026 | EXPLANATORY NOTES
43
Companies consolidated line-by-line are:
Company Registered office Share capital Share held as at 30/06/2026 Share held as at
31/12/2025
CEMBRE Ltd. Sutton Coldfield (Birmingham-UK) GBP 1,700,000 100% 100%
CEMBRE S.A.R.L. Lyon
(France) EURO 1,071,000 100% 100% CEMBRE S.L.U. Torrejón de Ardoz (Madrid -Spain) EURO 2,902,000 100% 100% CEMBRE GmbH Monaco (Germany) EURO 10,112,000 100% 100%
CEMBRE INC. Edison
(New Jersey - Usa) US$ 1,440,000 100% 100% CEMBRE B.V. Eindhoven (Netherlands) EURO 300,000 100% 100%
CEMBRE Electrical
Connections Shanghai Ltd Shanghai (China) EURO 1,000,000 100% 100% CEMBRE IE. Ltd. Dublin (Ireland) EURO 650,000 100% 100%
Brescia, 11 September 2026
FOR THE BOARD OF DIRECTORS OF THE PARENT
COMPANY CEMBRE S.P.A.
Chair and Chief Executive Officer
Giovanni Rosani
Attestation of the Half-year Condensed Financial Statements pursuant to Article 81-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended and supplemented (Translation from the original Italian text)
The undersigned Giovanni Rosani and Claudio Bornati in their capacity respectively of, Managing Director and Manager responsible for preparing the financial reports of Cembre S.p.A., attest, pursuant to article 154-bis, paragraphs 3 and 4 of Legislative Decree no.58 dated February 24, 1998, as amended and integrated:
• the adequacy in relation to the characteristics of the company, and
• the application of
administrative and accounting procedures used in the preparation of the Half-year Condensed Financial Statements for the 1st Half of 2026.
It is furthermore attested that the Half-year Condensed Financial Statements for the 1st Half
of 2026:
• have been prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union through Regulation (EC) 1606/2002 of the European Parliament and Counsel dated July 19, 2002;
• correspond to the document results, books and accounting records;
• provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.
It is furthermore attested that the Report on Operations includes reference to important events that occurred in the first six months of the year and their impact on the condensed consolidated interim financial statements, along with a description of the main risks and uncertainties for the six remaining months of the year, in addition to information on significant related-party transactions. The interim management statement also contains a reliable analysis of the information on significant transactions with related parties.
Brescia, September 11, 2026
Manager responsible for the Chairman and preparation of financial reports Managing Director
signed by: Claudio Bornati signed by: Giovanni Rosani
EY S.p.A.
Sede Legale: Via Meravigli, 12 – 20123 Milano Sede Secondaria: Via Lombardia, 31 – 00187 Roma Capitale Sociale Euro 3.000.000 i.v.
Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998
A member firm of Ernst & Young Global Limited
EY S.p.A.
Via Rodolfo Vantini, 38 25126 Brescia Tel: +39 030 2896111 | +39 030
226326
ey.com
Review report on the interim condensed consolidated financial
statements
(Translation from the original Italian text)
To the Shareholders of Cembre S.p.A.
Introduction
We have reviewed the accompany ing half -yearly condensed consolidated financial statements of Cembre S.p.A. and subsidiaries (the “ Cembre Group”), which comprise the consolidated statement of financial position as of June 30, 2026, the consolidated comprehensive income statement , statement of changes in the consolidated shareholders’ equity and the consolidated statement of cash flow statement for the six month period then ended , and the related explanatory notes . The Directors are responsible for the preparation of the half-year ly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34 ) as issued by the International Accounting Standards Board and adopted by the European Union. Our responsibility is to express a conclusion on the half -yearly condensed consolidated financial statements based on our review .
Scope of Review We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange (“Consob”) for the review of the half -yearly financial statements under Resolution n ° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit con ducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying half -yearly condensed consolidated financial statements of the Cembre Group as of June 30 , 202 6 are not prepared , in all material respects , in accordance with the International Accounting Standard applicable to the interim financial reporting ( IAS 34 ) as issued by the International Accounting Standards Board and adopted by the European Union .
Brescia, 1 1 September 2026
EY S.p.A.
Signed by: Andrea Barchi , Statutory Auditor
This report has been translated into the English language solely for the convenience of international readers . Accordingly, only the original text in Italian language is authoritativ e
CEMBRE SpA
Via Serenissima, 9 • 25135 Brescia ITALY Ph +39 030 3692.1 • Fax +39 030 3365766 www.cembre.com • info@cembre.com