TXT E -SOLUTIONS GROUP
HALF -YEARLY FINANCIAL
REPORT
As at 30 June 202 6
2 Half-year financial report as of June 30, 2026 TXT e -solutions S.p.A. – Corporate Bodies Registered office, management, and administration:
Via Milano, No. 150 - 20093 Cologno Monzese (MI)
Share capital:
€6,503,125 fully paid -in Tax code and Milan Business Register No.:
09768170152
In office until the approval of the financial statements as of December 31, 2028 _
(1) Member of the Remuneration and Appointments Committee.
(2) Member of the Risks and Internal Controls Committee.
(3) Member of the Related Parties Committee.
(4) Appointed by the Shareholders' Meeting on 20 April 2026.
In office until the approval of the financial statements as of December 31, 2028 :
Independent Auditors:
Crowe Bompani Assurance Services S.p.A.
Investors relations:
E-mail: infofinance@txtgroup.com
Tel: +39 02 25771.1
FRANCESCO MARIA SCORNAJENCHI
FRANCO VERGANI
ELISABETTA BOMBAGLIO
FABIO MARIA PALMIERI
EDDA DELON
ENRICO MAGNI
MATTEO MAGNI
Chief Executive Officer
3 Half-year financial report as of June 30, 2026 Leadership Team
+20 years in TXT, with a strong experience in the international develop-
ment of the business, from mid -2020 holds the position of Group CEO, with strategic responsibilities in defining and executing the TXT Group's international growth strategies.
A manager with extensive experience in M&A, Private Equity and strategic finance, he has built a strong track record in structuring and executing ac-
quisitions, leveraged buyouts and exit strategies, supporting investment funds and international industrial groups in their growth, reorganisation and capital enhancement strategies.
He has held the position of Group CFO since 2026.
4 Half-year financial report as of June 30, 2026 Summary TXT e -solutions S.p.A. – Corporate Bodies ................................ ................................ .............. 2 Leadership Team ................................ ................................ ................................ ........................... 3 TXT Group Organisational Structure ................................ ................................ ........................ 6 TXT Group – Key data ................................ ................................ ................................ ................... 8 Directors’ Report on operations for H1 2026 ................................ ................................ ........ 10 Balance Sheet ................................ ................................ ................................ ............................... 22 Income Statement ................................ ................................ ................................ ....................... 23 Consolidated Statement of Comprehensive Income ................................ ..................... 24 Consolidated Statement of Cash Flows ................................ ................................ ............... 25 Statement of Changes in Consolidated Equity as of 30 June 2026 ........................... 26 1. Group Structure ................................ ................................ ................................ .................... 27 2. Basis of Preparation of the Consolidated Financial Statements ......................... 28 3. Accounting Standards and Interpretations Applied from 1 January 2026 ....... 29 4. Financial Risk Management ................................ ................................ .............................. 29 5. Use of Estimates ................................ ................................ ................................ ................... 30 6. Statement of Financial Position ................................ ................................ ....................... 32 6.1. Goodwill ................................ ................................ ................................ ............................... 32 6.2. Intangible assets with a finite useful life ................................ ................................ ... 36 6.3. Tangible Assets ................................ ................................ ................................ ................. 39 6.4. Investments in Associates ................................ ................................ ............................. 40 6.5. Other Non -Current Financial Assets ................................ ................................ .......... 40 6.6. Deferred Tax Assets and Liabilities ................................ ................................ ............. 40 6.7. Contract Assets ................................ ................................ ................................ ................ 41 6.8. Trade Receivables ................................ ................................ ................................ ........... 41 6.9. Other Receivables and Current Assets ................................ ................................ ..... 42 6.10. Other Short -Term Financial Receivables ................................ ................................ .. 42 6.11. Financial Instruments Measured at Fair Value ................................ ....................... 42 6.12. Cash and Equivalents ................................ ................................ ................................ ..... 43 6.13. Equity ................................ ................................ ................................ ................................ .... 43 6.14. Non-current Financial Liabilities ................................ ................................ .................. 45
5 Half-year financial report as of June 30, 2026 6.15. Employee Severance Indemnities (TFR) and Other Personnel -related Provisions ................................ ................................ ................................ ................................ ........ 49 6.16. Provisions for Risks and Future Charges ................................ ................................ ... 50 6.17. Current Financial Liabilities ................................ ................................ ........................... 51 6.18. Trade Payables ................................ ................................ ................................ ................. 52 6.19. Tax Payables ................................ ................................ ................................ ...................... 52 6.20. Other Payables and Current Liabilities ................................ ................................ .. 52 7. Income Statement ................................ ................................ ................................ ............... 53 7.1. Total revenues and other income ................................ ................................ .............. 53 7.2. Purchases of materials and external service ................................ ......................... 53 7.3. Personnel costs ................................ ................................ ................................ ................. 54 7.4. Other operating costs ................................ ................................ ................................ .... 54 7.5. Amortisation ................................ ................................ ................................ ...................... 54 7.6. Impairment of receivables included in current assets ................................ ....... 54 7.7. Provisions for risks and charges ................................ ................................ .................. 55 7.8. Financial income and expenses ................................ ................................ ................. 55 7.9. Share of results of associated companies ................................ .............................. 55 7.10. Income taxes ................................ ................................ ................................ ..................... 56 8. Seasonality of operating segments ................................ ................................ .............. 56 9. Related -party transactions ................................ ................................ .............................. 56 10. Segment Reporting ................................ ................................ ................................ ......... 57 11. Total financial indebtedness ................................ ................................ ............................ 58 12. Other significant events of the period and subsequent events ....................... 59 13. Attestazione sul bilancio consolidato semestrale abbreviato ......................... 59
6 Half-year financial report as of June 30, 2026 TXT Group Organisational Structure
7 Half-year financial report as of June 30, 2026
KEY DATA AND
DIRECTORS'
REPORT
ON OPERATIONS
AS AT 30 JUNE 202 6 TXT E -SOLUTIONS GROUP
8 Half-year financial report as of June 30, 2026 TXT Group – Key data
INCOME DATA
30.06.2026 % 30.06.2025 % VAR %
(€ thousand)
REVENUES 228,045 100,0 189,095 100.0 20.6
EBITDA 34,201 15,0 27,541 14.6 24.2
OPERATING PROFIT (EBIT) 8,888 3,9 19,923 10.5 (55.4)
PROFIT (LOSS) FOR THE YEAR (1,022) (0,4) 10,881 5.8 (109.4)
NET PROFIT ATTRIBUTABLE TO TXT SHAREHOLDERS (1,309) (0,6) 10,048 5.3 (113.0)
NET PROFIT ADJ. 11,681 5,1 10,881 5.8 7.4
(€)
FINANCIAL DATA
30.06.2026 31.12.2025 Var
(€ thousand)
Fixed assets 254,854 243,823 11,031 Net working capital 54,706 55,761 (1,056) Post -employment benefits and other non -current li-
abilities (20,824) (9,599) (11,226) Capital employed 288,736 289,986 (1,250) Net financial debt 123,234 116,253 6,980 Group shareholders' equity 161,116 169,581 (8,465) Shareholders’ equity attributable to minority interests 4,386 4,152 233
DATA PER SHARE 30.06.2026 31.12.2025 Var
Average number of shares outstanding 12,590,764 12,697,954 (107,190) Net earnings per share (0.10) 1.83 (1.93) Shareholders’ equity per share 12.80 13.35 (0.56)
ADDITIONAL INFORMATION 30.06.2026 31.12.2025 Var
Number of employees 3,493 3,387 106 TXT share price 37.25 30.45 6.80
9 Half-year financial report as of June 30, 2026 Notes on Alternative Performance Measures
Pursuant to the ESMA guidelines on alternative performance measures ("APMs") (ESMA/2015/1415), endorsed by CONSOB (see CONSOB Communication No. 0092543 dated 3 December 2015), it should be noted that the reclassified statements included in this Directors’ Report on Operations show a number of differences from the official statements shown in the accounting tables set out in the following pages and in the notes with regard to the terminology and the level of detail.
Specifically, the reclassified consolidated Income Statement makes use of the following terms:
• EBITDA , which is equivalent to "Total revenues" net of total operating costs in the official consoli -
dated Income Statement;
• EBIT, which is equivalent to "Total revenues" net of total operating costs, depreciation, amortisation and impairment in the official consolidated Income Statement.
The reclassified consolidated Balance Sheet was prepared based on the items recognised as as -
sets or liabilities in the official consolidated Balance Sheet and makes use of the following terms:
• FIXED ASSETS , given by the sum of tangible and intangible assets, goodwill, deferred tax assets/li -
abilities and other non -current assets;
• NET WORKING CAPITAL , given by the sum of inventories, trade receivables/payables, current pro -
visions, tax receivables/payables and other assets/liabilities and current receivables/payables;
• CAPITAL EMPLOYED , given by the algebraic sum of fixed assets, net working capital and post -em-
ployment benefits and other non -current liabilities.
These APMs, in line with the data presented in the consolidated Income Statement and Balance Sheet in accordance with the recommendations outlined above, were deemed to be significant as they represent parameters that succinctly and clearly depict the Comp any’s financial position and economic performance, also by providing comparative data. The APMs adopted are con -
sistent with those used in the previous year.
10 Half-year financial report as of June 30, 2026 Directors’ Report on operations for H1 202 6
Dear Shareholders,
The first half of 2026 closes with results that confirm the significant growth of the Group, supported by the strengthening of its offering through acquisition transactions and technological develop-
ment initiatives.
On 2 March 2026 , the subsidiary TXT PACE America completed the acquisition of the SmartRoutes® division of Nexteon Technologies, specialized in real -time flight route optimization solutions aimed at reducing fuel consumption, emissions, and operating costs for airlines. In 2025, the division gen-
erated approximately USD 2 million in annual recurring revenues, with an Adjusted EBITDA margin close to 35%. The integration of SmartRoutes technology into PACE’s FPO offering, together with two new contracts signed with major U.S. airlines, is expected to enable the achievement of subscrip-
tion-based recurring revenues of approximately USD 20 million by 2027.
On 27 March 2026 , TXT InfraWise S.r.l. was established as a spin -off startup of the Politecnico di Milano, dedicated to the development of advanced technologies for monitoring, predictive anal-
ysis, and management of critical infrastructure. The initiative strengthens the Group’s positioning in the IoT/OT solutions segment, integrating into TXT’s proprietary platform algorithmic models de-
veloped by the Politecnico di Milano.
On 1 April 2026 , the Group completed the acquisition of 100% of FasThink S.r.l., whose results have been consolidated within the Smart Solutions division as of the same date. FasThink S.r.l. specializes in the digitalization of production processes, IT/OT system integration, and hardware and software solutions for industrial a utomation. In 2025, the company recorded revenues of € 4.4 million and an operating margin of approximately 20%. The transaction strengthens the Group’s end -to-end offering for the industrial sector and presents significant commercial and technological develop-
ment opportunities.
On 4 May 2026 , the Group signed the agreement for the acquisition of 100% of NetMediaClick S.r.l., consolidated within the Smart Solutions division as of 1 May 2026. The company operates in Perfor-
mance Marketing and Retail Media through proprietary data -driven solution s, including the pa-
tented ADBox technology. In 2025, NetMediaClick S.r.l. recorded revenues of € 4.6 million and an EBITDA margin of approximately 20%. Integration with the subsidiary Refine Direct S.r.l. will enable the development of commercial and operational synergies, cross -selling opportunities, and the internation al expansion of Retail Media and Lead Generation solutions.
On 15 May 2026 , TXT e -solutions S.p.A. completed the disposal of 3,600,000 shares of Banca del Fucino, generating total proceeds of € 7.9 million. The sale price, equal to € 2.20 per share, was substantially aligned with the carrying amount of the investment. Following the transaction, the Group holds 4,129,729 shares, recognized in the financia l statements for a total value of € 9.5 mil-
lion.
11 Half-year financial report as of June 30, 2026 The m ain consolidated operating and financial results for the first half of 2026 were as follows:
• Revenues amounted to € 228 million, up 20.6% compared to € 189.1 million in the first half of 2025. International revenues overall represent 14.8% of total revenues for the first half of 2026.
• Gross margin , net of direct costs, increased from € 72.3 million to € 83.5 million, up 15.5%.
The gross margin incidence on revenues in the first half of 2026 was 36.6%.
• EBITDA amounted to € 34.2 million, up 24.2% compared to € 27.5 million in the first half of 2025, after significant investments in commercial activities and research and development.
The EBITDA margin was 15%, compared to 14.6% in the first half of 2025.
• Operating profit (EBIT) amounted to € 8.9 million. The decrease is attributable to the recog-
nition of a non -recurring extraordinary charge of € 12.7 million, related to the regularization of the tax position of the subsidiary TXT Assioma S.r.l., including taxes, reduced penalties, interest, and the write -down of the tax credit.
• Adjusted operating profit (EBIT adjusted) amounted to € 21.6 million, up 8.4% compared to the first half of 2025. This indicator excludes the aforementioned non -recurring charge of € 12.7 million.
• The net balance of financial charges in the first half of 2026 was negative for € 4.4 million, compared to € 3.8 million in the same period of the previous year. The change is mainly attributable to the positive balance of € 0.4 million from financial instruments measured at fair value (comp ared to a negative € 0.2 million in the first half of 2025), as well as € 3.6 million in bank interest expenses, € 0.1 million in negative exchange differences, and € 0.1 million in losses from associates.
• Consolidated net result was negative for € 1 million.
• Adjusted net result amounted to € 11.7 million, up from € 10.9 million in the first half of 2025.
• Net financial debt as of 30 June 2026 amounted to € 123.2 million.
• Consolidated equity as of 30 June 2026 amounted to € 161.1 million, compared to € 169.6 million as of 31 December 2025. The changes during the period mainly reflect the Group’s share of the loss for the period (€ 1.3 million) and the distribution of dividends (€ 4.4 million).
The difference compared to the consolidated net result (negative € 1 million) is attributable to the portion of the result attributable to minority interests.
The consolidated economic results of TXT for the first half of 2026, compared with those of the corresponding period of the previous year, are presented below.
(€ thousand) 30.06.2026 % 30.06.2025 % Var %
REVENUES 228 ,045 100 189.095 100 20.6
Direct costs 144,556 63,4 116.823 61.8 23.7
GROSS MARGIN 83,489 36,6 72.272 38.2 15.5
Research and development costs 12,506 5,5 11.780 6.2 6.2 Commercial costs 21,892 9,6 19.104 10.1 14.6 General and administrative costs 14,890 6,5 13.847 7.3 7.5
GROSS OPERATING PROFIT (EBITDA) 34,201 15,0 27.541 14.6 24.2
Depreciation, amortisation and impairment 25,313 11,1 7.618 4.0 232.3
OPERATING PROFIT (EBIT) 8,888 3,9 19.923 10.5 (55 .4)
OPERATING PROFIT ADJ (EBIT ADJ) 21,591 9,5 19.923 10.5 8.4
Extraordinary/Financial income (charges) (4,300) (1,9) (3.810) (2.0) 12.9 Share attributable to associated companies (151) (0,1) (129) (0.1) 16.8
12 Half-year financial report as of June 30, 2026 EARNINGS BEFORE TAXES (EBT) 4,437 1,9 15.984 8.5 (72.2)
EARNINGS BEFORE TAXES ADJ. (EBT ADJ.) 17,140 7,5 15.984 8.5 7.2
Imposte (5,459) (2,4) (5.103) (2.7) 7.0
NET PROFIT (1,022) (0,4) 10.881 5.8 (109 .4)
NET PROFIT ADJ 11,681 5,1 10.881 5.8 7.4
Attributable to:
Parent Company shareholders (1,309) 10.048 Minority interests 287 832
GROUP REVENUES AND GROSS MARGINS
To reflect TXT's new and broader positioning on the digital innovation market, the Group is struc -
tured into three divisions representative of the type of offer:
• Smart Solutions: proprietary software and solutions and related services to accelerate the digital transformation of customers’ offer;
• Digital Advisory: specialised consulting services for the digital innovation of large enterprise processes and the public segment;
• Software Engineering: software engineering services for the innovation and servitisation of customer products guided by skills on enabling technologies.
Revenues and direct costs in the first six months of 202 6, compared with the first six months of the previous year, are presented below for each Division.
(€ thousand) 30.06.2026 % 30.06.2025 % Var %
SOFTWARE ENGINEERING
REVENUES 137,289 100.0 114,052 100.0 20.4
DIRECT COSTS 96,804 70.5 77,262 67.7 25.3
GROSS MARGIN 40,485 29.5 36,790 32.3 10.0
SMART SOLUTIONS
REVENUES 50,448 100.0 44,104 100.0 14.4
DIRECT COSTS 19,771 39.2 18,860 42.8 4.8
GROSS MARGIN 30,677 60.8 25,244 57.2 21.5
DIGITAL ADVISORY
REVENUES 40,308 100.0 30,939 100.0 30.3
DIRECT COSTS 27,981 69.4 20,700 66.9 35.2
13 Half-year financial report as of June 30, 2026
GROSS MARGIN 12,327 30.6 10,239 33.1 20.4
TOTAL TXT
REVENUES 228,045 100.0 189,095 100 20.6
DIRECT COSTS 144,556 63.4 116,822 61.8 23.7
GROSS MARGIN 83,489 36.6 72,273 38.2 15.5
Software Engineering Division
The Software Engineering Division represents the Group’s offering in software engineering services, aimed at supporting product innovation and the servitization of clients’ products through special-
ized expertise in enabling technologies. In the first half of 2026, the Division recorded revenues of € 137.3 million, an increase of 20.4% compared to the corresponding period of the previous year.
Gross margin amounte d to € 40.5 million, up 10% compared to the first six months of 2025. The gross margin as a percentage of revenues was 29.5%, compared to 32.3% in the first half of 2025.
Smart Solutions Division
The Smart Solutions Division represents the Group’s offering of software, proprietary solutions, and related services aimed at accelerating clients’ digital transformation. In the first half of 2026, the Division recorded revenues of € 50.4 million, an inc rease of 14.4% compared to the corresponding period of the previous year, of which € 3.4 million related to the consolidation of newly acquired companies. Gross margin amounted to € 30.7 million. The gross margin as a percentage of reve-
nues was 60.8%, comp ared to 57.2% in the first half of 2025.
Digital Advisory Division
The Digital Advisory Division represents the Group’s offering of specialized consulting services sup-
porting the digital innovation of processes in large enterprises and the public sector. The offering focuses on the digitalization of ICT processes and is based on technological expertise, certifica-
tions, and proprietary software. In the first half of 2026, the Division recorded revenues of € 40.3 million, an increase of 30.3% compared to the correspondi ng period of the previous year. Gross margin amounted to € 12.3 million. The gross margin as a percentage of revenues was 30.6%.
GROUP PROFITABILITY PERFORMANCE
Research and development costs in the first six months of 2026 amounted to € 12.5 million, an increase of 6.2% compared to € 11.8 million in the first six months of 2025. Their incidence on reve-
nues decreased from 6.2% to 5.5%.
Commercial costs amounted to € 21.9 million, up 14.6% compared to € 19.1 million in the first six months of 2025. Their incidence on revenues decreased from 10.1% to 9.6%.
General and administrative costs amounted to € 14.9 million, an increase of 7.5% compared to € 13.8 million in the first six months of 2025. Their incidence on revenues decreased from 7.3% to 6.5%.
14 Half-year financial report as of June 30, 2026 Depreciation, amortization, impairment and provisions amounted to € 25.3 million in the first six months of 2026, compared to € 7.6 million in the corresponding period of 2025. The increase is mainly attributable to the aforementioned extraordinary and non -recurring charge of € 12.7 million related to the regularization of the tax position of the subsidiary TXT Assioma S.r.l., including taxes, reduced penalties, interest, and the write -down of the tax credit.
.
CONSOLIDATED CAPITAL EMPLOYED
Consolidated capital employed as of 30 June 2026 amounted to € 288.7 million, slightly decreas-
ing compared to € 290 million as of 31 December 2025.
The details are presented in the following table:
(€ thousand) 30.06.2026 31.12.2025 Change Intangible assets 199,624 181,473 18,151 Net tangible assets 32,926 33,911 (985) Other fixed assets 22,304 28,439 (6,135) Fixed assets 254,854 243,823 11,031 Inventories 37,619 28,638 8,982 Trade receivables 133,940 127,493 6,447 Sundry receivables and other short -term assets 23,248 22,136 1,112 Trade payables (53,141) (43,985) (9,156) Tax payables (24,440) (20,379) (4,061) Sundry payables and other short -term liabilities (62,521) (58,140) (4,381) Net working capital 54,706 55,761 (1,056)
Post -employment benefits and other non -current liabilities (20,824) (9,599) (11,226)
Capital employed 288,736 289,986 (1,250)
Group shareholders' equity 161,116 169,581 (8,465) Shareholders’ equity attributable to minority interests 4,386 4,152 233 Net financial debt 123,234 116,253 6,980 Financing of capital employed 288,736 289,986 (1,250)
Intangible assets increased from € 181.5 million to € 199.6 million, mainly due to the provisional recognition of goodwill amounting to € 15.9 million arising from the acquisitions completed in 2026.
This increase was partially offset by amortization for the period, amount ing to € 6.7 million.
Tangible assets , amounting to € 32.9 million, remained substantially in line with the value as of 31 December 2025. Additions for the period, amounting to € 8.3 million, were partially offset by amor-
tization of € 5.7 million.
Other non -current assets , amounting to € 22.3 million, decreased mainly due to the disposal of part of the investment held in Banca del Fucino, which generated proceeds of € 7.9 million.
Net working capital amounted to € 54.7 million, compared to € 55.8 million as of 31 December 2025, decreasing by € 1.1 million. During the period, an increase was recorded in inventories related to work in progress and activities not yet invoiced to customers, amounting to € 9 million, and an increase in trade receivables , amounting to € 6.4 million. These dynamics were offset by the trend of the other components of working capital and by significant credit -recovery activities carried out with the Group’s main customers.
15 Half-year financial report as of June 30, 2026 Employee severance indemnities and other non -current liabilities amounted to € 20.8 million, in-
creasing compared to 31 December 2025, mainly due to the provision to a risk fund related to the charge arising from the regularization of the tax position of the subsidiary TXT Assioma S.r.l., includ-
ing taxes, reduced penalt ies, interest , and the write -down of the tax credit.
Group equity as of 30 June 2026 amounted to € 161.1 million, compared to € 169.6 million as of 31 December 2025. Changes during the period mainly reflect the recognition of the Group’s share of the loss , amounting to € 1.3 million, the purchase of treasury shares intended to be used in acqui-
sition transactions for € 3.4 million, the disposal of treasury shares for € 1.1 million in connection with acquisitions, and the distribution of dividends for € 4.4 million.
Minority interests’ equity as of 30 June 2026 amounted to € 4.4 million, compared to € 4.2 million as of 31 December 2025. The change during the period mainly reflects the recognition of the profit attributable to minority interests, amounting to € 0.3 million.
The European Securities and Markets Authority (ESMA) published on 4 March 2021 the Guidelines on disclosure requirements under Regulation (EU) 2017/1129 (“Prospectus Regulation”).
With “Attention Notice No. 5/21” dated 29 April 2021, CONSOB announced its intention to align its supervisory practices on net financial position with the aforementioned ESMA Guidelines. In partic-
ular, CONSOB stated that prospectuses approved from 5 May 20 21 onwards must comply with these ESMA Guidelines.
Therefore, under the new provisions, listed issuers must present, in the explanatory notes to annual and semi -annual financial statements published from 5 May 2021, a new schedule on indebted-
ness prepared in accordance with the indications set out in paragraphs 175 and following of the ESMA Guidelines.
In this regard, the ESMA Guidelines introduce the following main changes to the indebtedness
schedule:
• the term “Net financial position” is replaced by “Total financial indebtedness”;
• within non -current financial indebtedness, trade payables and other non -current payables must also be included, meaning non -interest -bearing debts that nonetheless contain a significant im-
plicit or explicit financing component (for example, trade payables with maturities exceeding 12
months);
• within current financial indebtedness, the current portion of non -current financial indebtedness must be presented separately; • “financial debt” includes interest -bearing debt, which comprises, among other items, financial liabilities related to short -term and/or long -term lease contracts.
Disclosure on lease liabilities must be provided separately.
Net financial debt (availabilty ) and cost of debt
A summary of the main factors that affected net financial debt , amounting to € 123.2 million as of 30 June 2026 compared to € 116.3 million as of 31 December 2025, is presented below.
(Importi in migliaia di €) 30.06.2026 31.12.2025 Var
16 Half-year financial report as of June 30, 2026 Cash and cash equivalents (102,769) (102,739) (30) Financial instruments at fair value (16,685) (11,433) (5,252) Short -term financial receivables (320) (320) 0 Long -term financial receivables (533) 0 (533) Liquid assets (120,306) (114,492) (5,814) Current financial debt (including debt instruments, but excluding the current portion of non -current financial debt) 26,042 22,874 3,168 Current portion of non -current financial debt 52,497 46,196 6,301 Current financial debt 78,539 69,070 9,469
Current net financial debt (41,767) (45,423) 3,655 Non-current financial debt (excluding current portion and debt instru-
ments) 165,001 161,676 3,325 Non-current financial debt 165,001 161,676 3,325
Total financial debt 123,234 116,253 6,980 Non-monetary debts for adjustment of the (1,125) - (1,125) price of the acquisitions to be paid in TXT shares Financial investment - Banca Del Fucino (9,498) (17,418) 7,920 Adj. Net Available Financial Resources (41,767) (45,423) 3,655 Below is the breakdown of the indebtedness related to the application of IFRS 16.
(€ thousand) 30.06.2026 31.12.2025 Var Debt referred to IFRS 16 (17,539) (18,076) 537
The composition of Net Financial debt as of 30 June 2026 is as follows:
Cash and cash equivalents of € 102.8 million consist mainly of euro balances held with leading Italian banks.
Financial instruments measured at fair value amounting to € 16.7 million consist of investments in multi -branch insurance funds with partially guaranteed capital and a bond loan.
Short -term financial receivables amount to € 0.3 million.
Long -term financial receivables , amounting to € 0.5 million, refer to the mark -to-market valuation of financing arrangements.
Current financial debt (including debt instruments and excluding the current portion of non -cur-
rent financial debt) as of 30 June 2026 amounts to € 26 million and refers to: (a) € 14.4 million in short -term financing; (b) € 6.7 million as the short -term portion of lease liabilities for offices, vehi-
cles and printers under IFRS 16; (c) € 0.3 million estimated earn -out payable to the shareholders of TXT Novigo S.r.l.; (d) € 0.3 million estimated earn -out payable to the shareholders of FastCode S.p.A.;
(e) € 0.3 million relating to funded project payables ; (f) € 1.1 million in payables to banks ; (g) € 0.2 million estimated earn -out payable to the shareholders of Fasthink S.r.l.; (h) € 1 million estimated earn -out payable to the shareholders of Pro20 S.r.l.; (i) € 1.7 million estimated outlay to complete the acquisition of NetMediaClick S.r.l.; (j) € 0.1 million estimated price adjustment payable for Focus PLM S.r.l.
17 Half-year financial report as of June 30, 2026 The current portion of non -current financial debt , amounting to € 52.5 million, refers to the short -term portion of medium -long -term bank loans.
Non-current financial debt (excluding the current portion and debt instruments) as of 30 June 2026 amounts to € 165 million and refers to: (a) € 135.6 million as the medium -long -term portion of bank loans maturing beyond 12 months; (b) € 10.8 million as the medium -long -term portion of lease liabilities under IFRS 16; (c) € 1.3 million estimated earn -out payable to the shareholders of the Imille Group; (d) € 0.2 million estimated earn -out payable to the shareholders of TXT Arcan S.r.l.;
(e) € 8.1 million estimated earn -out relating to the acquisition of Nexteon; (f) € 5 million estimated earn -out relating to the acquisition of Refine Direct; (g) € 0.3 million estimated earn -out relating to Focus PLM; (h) € 2.5 million estimated earn -out relating to the acquisition of IT Values; (i) € 0.2 million estimated earn -out relating to TXT Risk Solutions S.r.l.; (j) € 0.4 million in other financial pay-
ables; (k) € 0.4 million estimated earn -out rel ating to Fasthink S.r.l.; (l) € 0.2 million estimated earn -out relating to NetMediaClick S.r.l.
Medium -long -term loans were entered into by the parent company TXT e -solutions S.p.A. in 2018, 2021, 2022, 2023, 2024, 2025 and 2026; by the subsidiary TeraTron GmbH in 2019; by the subsidiary TXT Novigo in 2019; by the subsidiaries TXT e -tech S.r.l., TXT Ennova S.p.A., Imille S.r.l., and WebGenesys S.p.A., all denominated in euro and unsecured. For further details, reference should be made to notes 6.13 and 6.16.
In line with market practice, the financing agreements require compliance with:
1. financial covenants under which the company undertakes to maintain certain contractu-
ally defined financial ratios, the most significant of which relate gross or net financial in-
debtedness to EBITDA or Equity, measured on the Group’s consolidated perimeter accord-
ing to definitions agreed with the lenders;
2. negative pledge commitments under which the company may not create security inter-
ests or other encumbrances over corporate assets;
3. pari passu clauses ensuring equal ranking of the financing with other financial liabilities, and change -of-control clauses triggered in the event of divestments by the majority
shareholder;
4. limitations on extraordinary transactions exceeding certain thresholds;
5. certain issuer obligations that limit, inter alia, the ability to pay specific dividends or distrib-
ute capital, merge or consolidate certain entities, or dispose of or transfer assets.
The measurement of financial covenants and other contractual commitments is constantly mon-
itored by the Group. In particular, the measurement of financial covenants is performed annually as required by the agreements.
Q2 2026 ANALYSIS
The analysis of the operating results for the second quarter of 2026, compared with those of the second quarter of the previous financial year, is presented below.
(Importi in migliaia di €) Q2 2026 % Q2 2025 % Var %
REVENUES 118,862 100 96,941 100
22.6
Direct costs 74,603 62.8 55,409 57.2 34.6
GROSS MARGIN 44,259 37.2 41,532 42.8 6.6
Research and development costs 6,237 5.2 6,721 6.9 (7.2)
18 Half-year financial report as of June 30, 2026 Commercial costs 12,228 10.3 13,035 13.4 (6.2) General and administrative costs 7,371 6.2 7,578 7.8 (2.7)
GROSS OPERATING PROFIT (EBITDA) 18,423 15.5 14,198 14.6 29.8
Depreciation, amortisation and impairment 20,338 17.1 4,023 4.1 405.5
OPERATING PROFIT (EBIT) (1,915) (1.6) 10,175 10.5 (118.8)
OPERATING PROFIT ADJ.(EBIT ADJ) 10,787 9.1 10,175 10.5 6.0
Financial income (charges) (1,653) (1.4) (2,025) (2.1) n.a.
EARNINGS BEFORE TAXES (EBT) (3,568) (3.0) 8,150 8.4 (143.8)
EARNINGS BEFORE TAXES ADJ. (EBT ADJ.) 9,134 7.7 8,150 8.4 12.1
Taxes (3,185) (2.7) (2,802) (2.9) 13.7
NET PROFIT (6,753) (5.7) 5,348 5.5 (226.3)
NET PROFIT ADJ. 5,949 5.0 5,348 5.5 11.2
Attributable to:
Parent Company shareholders (6,657) 5,004 Minority interests (95) 343
The performance compared with the second quarter of the previous financial year was as follows:
Revenues amounted to € 118.9 million, up 22.6% compared to € 96.9 million in the second quarter of 2025.
Gross margin in the second quarter of 2026 amounted to € 44.3 million, up 6.6% compared to € 41.5 million in the second quarter of 2025. The gross margin as a percentage of revenues was 37.2%, compared to 42.8% in the second quarter of 2025, due to a higher share of s ervices in the revenue mix.
EBITDA in the second quarter of 2026 amounted to € 18.4 million, up 29.8% compared to € 14.2 million in the second quarter of 2025. EBITDA as a percentage of revenues was 15.5%, compared to 14.6% in the second quarter of 2025.
Adjusted operating profit (EBIT adjusted) amounted to € 10.8 million, up 6% compared to € 10.2 million in the second quarter of 2025.
Adjusted profit before tax amounted to € 9.1 million, compared to € 8.2 million in the second quar-
ter of 2025.
Adjusted net profit amounted to € 5.9 million, compared to € 5.3 million in the second quarter of 2025.
EMPLOYEES
As of June 30, 2026, employees numbered 3,493 (3,412 as of June 30, 2025).
PERFORMANCE OF TXT STOCK , TREASURY SHARES AND EVOLUTION OF SHAREHOLDERS AND DIRECTORS
In the first six months of 2026, the TXT e -solutions share recorded a maximum official price of € 38 on 8 June 2026 and a minimum official price of € 23.85 on 16 February 2026. As of 30 June 2026, the share was trading at € 37.25.
The average daily trading volume on the stock exchange in the first six months of 2026 was 45,712 shares, an increase compared to the 27,536 shares recorded in the corresponding period of 2025.
As of 30 June 2026, the treasury shares held by the Company amounted to 415,486, compared to 333,854 as of 31 December 2025, corresponding to 3.195% of the shares issued, with an average
19 Half-year financial report as of June 30, 2026 carrying value of € 11.56 per share. During the first six months of 2026, 120,177 treasury shares were purchased at an average price of € 28.73 per share.
On 12 May 2026 , 38,515 treasury shares were transferred at the agreed price of € 27.91 per share, in fulfilment of the payment obligations undertaken by TXT under the purchase agreement signed on 1 April 2026 for the acquisition of 100% of the share capital of FasThink S.r.l.
To ensure regular updates on the Company’s developments, an email communication channel is available at txtinvestor@txtgroup.com , where it is possible to subscribe to receive, in addition to press releases, specific communications addressed to investors and shareholders.
DISCLOSURE ON TRANSACTIONS WITH RELATED PARTIES
No transactions outside the normal course of business were carried out with related parties.
SIGNIFICANT EVENTS AFTER THE END OF THE PERIOD AND EXPECTED FUTURE DEVELOPMENTS OF OPERA-
TIONS
In light of the strong organic growth recorded in the first half of the year, the TXT Group confirms its positive expectations for the remainder of the year, supported by strong visibility on further busi-
ness development, underpinned by a significant backl og and strengthened competitive position-
ing, particularly in the Aerospace & Defence and Public Sector verticals. These factors will be com-
plemented, starting from 1 July 2026, by the contribution of TXT Digital Edge, for which the Group expects to consoli date approximately €30 million of revenues and €3.0 million of EBITDA in the second half of the year, progressively benefiting from commercial synergies and the integration of capabilities and complementary offerings with those already developed by the Gro up.
Based on these factors and considering the current consolidation perimeter, TXT confirms its target of closing 2026 with consolidated revenues exceeding €470 million and an EBITDA margin target of 15%. The achievement of the profitability target will be su pported by operating efficiencies, syn-
ergies arising from the integration of TXT Digital Edge and the positive performance of Smart So-
lutions.
With regard to the ongoing development of the M&A plan, on 1 July 2026 TXT acquired 100% of the share capital of GCI System Integrator S.p.A., a company specializing in networking, data centers and cybersecurity, active in the Energy & Utilities, Banking & Fi -nance and Telco markets. The com-
pany was renamed TXT Digital Edge S.p.A. (“TXT Digital Edge”) upon closing. The acquisition is ex-
pected to contribute approximately €30 million of revenues and €3.0 million of EBITDA in H2 2026, while TXT Digital Edge’s 2027 business plan envisages, at full run -rate and including commercial synergies, revenues of approximately €80 million and EBITDA of approximately €8 million. Link to the press release .
The TXT Group confirms its selective capital allocation strategy, consistent with the external growth objectives set out in the 2025 –2027 Business Plan. The Group’s strategy remains focused on ac-
quiring complementary technologies, strengthening its competi tive positioning in strategic mar-
kets and expanding its proprietary high -value -added offering.
Although the macroeconomic and geopolitical environment continues to present elements of un-
certainty, management believes that the impact on the Group’s business remains limited to date
20 Half-year financial report as of June 30, 2026 and that the market continues to offer attractive opportunities for growth and consolidation in the Group’s main reference sectors.
Finally, on 28 July 2026, TXT announced that its subsidiary TXT Assioma S.r.l. had been subject to a tax audit by the Italian Revenue Agency, initiated in February 2026 with reference to FY2024 and subsequently extended to FY2021, FY2022 and FY2023. The au dit re -lates to certain transactions carried out with two suppliers as part of an international business development initiative under-
taken by the subsidiary, launched at the end of 2021 and definitively concluded in 2024. As a pre-
cautionary measure, the Bo ard of Directors of TXT authorized the subsidiary to proceed with a vol-
untary tax settlement ( ravvedimento operoso ) for the relevant financial years, estimating a total charge of ap -proximately €12.7 million, including additional taxes, reduced penalties and interest.
This amount was recognized in the Half -Year Financial Report as of 30 June 2026 as a non -recur-
ring it em. On 28 July 2026, the subsidiary completed the voluntary settlement relating to FY2024, making a payment of €5.0 million and recognizing a €1.5 million write -down of the VAT receivable.
The cash outflow relating to the remaining amount of the charge, es timated at €6.2 million, is ex-
pected to occur during the second half of the current year. Given that the initiative was concluded in 2024, there is no risk of recurrence of similar circumstances with regard to subsequent financial years.
The manager responsible for preparing The Chairman of the Board of Directors corporate accounting documents
Marcello Bussolin Enrico Magni
Cologno Monzese , 6 August 2026
21 Half-year financial report as of June 30, 2026
CONDENSED CONSOLI-
DATED HALF -YEARLY
FINANCIAL STATEMENTS
AS OF 30 JUNE 2026 TXT E -SOLUTIONS GROUP
22 Half-year financial report as of June 30, 2026 Balance Sheet ASSETS Note 30.06.2026 Of which with re-
lated parties 31.12.2025 Of which with re-
lated parties
NON -CURRENT ASSETS
Goodwill 6.1 140,639,784 130,060,185 Intangible assets with a finite useful life 6.2 58,984,427 51,413,219 Intangible assets 199,624,211 181,473,404 Property, plant and equipment 6.3 32,926,106 33,911,134 Tangible assets 32,926,106 33,911,134 Investments in associates 6.4 8,525,612 7,086,963 Other non -recurring financial receivables 6.5 12,974,875 20,348,346 Deferred tax assets 6.6 1,335,974 1,003,476 Other non -current assets 22,836,461 28,438,785
TOTAL NON -CURRENT ASSETS 255,386,778 243,823,323
CURRENT ASSETS
Contractual assets 6.7 37,619,471 28,637,706 Trade receivables 6.8 133,940,115 28,234 127,492,736 38,284 Sundry receivables and other current assets 6.9 21,931,381 20,512,325 Other short -term financial receivables 6.10 1,636,580 1,316,742 1,943,239 1,623,401 HFT securities at fair value 6.11 16,684,621 11,433,394 Cash and cash equivalents 6.12 102,768,845 102,738,578
TOTAL CURRENT ASSETS 314,581,012 1,344,976 292,757,978 1,661,686
TOTAL ASSETS 569,967,789 1,344,976 536,581,300 1,661,686
LIABILITIES AND SHAREHOLDERS' EQUITY Note 30.06.2026 Of which with re-
lated parties 31.12.2025 Of which with re-
lated parties
SHAREHOLDERS' EQUITY
Share capital 6,503,125 6,503,125 Reserves 32,542,822 33,855,054 Retained earnings (accumulated losses) 123,378,441 105,934,727 Profit (loss) for the period -1,308,660 23,287,820
TOTAL SHAREHOLDERS' EQUITY (Group) 6.13 161,115,728 169,580,726
Shareholders’ equity attributable to minority inter-
ests 4,385,549 4,152,437
TOTAL SHAREHOLDERS' EQUITY 6.13 165,501,276 173,733,163
NON -CURRENT LIABILITIES
Non-current financial liabilities 6.14 165,000,861 143,661 161,675,899 497,769 Provision for post -employment benefits and other employee provisions 6.15 9,634,161 9,598,478 Deferred tax provision 6.6 13,662,472 13,037,008 Provisions for future risks and charges 6.16 12,162,098 972,098
TOTAL NON -CURRENT LIABILITIES 200,459,593 143,661 185,283,483 497,769
CURRENT LIABILITIES
Current financial liabilities 6.17 78,539,378 738,135 69,069,049 737,198 Trade payables 6.18 53,140,910 43,985,262 9,493 Tax payables 6.19 10,777,576 7,342,106 Sundry payables and other current liabilities 6.20 61,549,056 249,179 57,168,238 707,179
TOTAL CURRENT LIABILITIES 204,006,921 987,314 177,564,655 1,453,870
TOTAL LIABILITIES 404,466,513 1,130,975 362,848,138 1,951,639
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 569,967,789 1,130,975 536,581,300 1,951,639
23 Half-year financial report as of June 30, 2026 Income Statement
(€ thousand) Note 30.06.2026 % Of which
with re-
lated
parties 30.06.2025 % Of which
with re-
lated
parties
Revenues and other income 228,044,332 100.0% 218 189,095,092 100.0% 36,727
TOTAL REVENUES AND OTHER INCOME 7.1 228,044,332 100% 218 189,095,092 ### 36,727
Purchases of materials and external ser-
vices 7.2 (98,616,402) -43.2% (222,106) (71,635,118) -37.9% (349,242) Personnel costs 7.3 (92,232,884) -40.4% (87,094,421) -46.1% -
Other operating costs 7.4 (2,993,860) -1.3% - (2,823,795) -1.5% (30,209) Depreciation and amortisation/Impairment 7.5 (12,414,659) -5.4% (7,489,188) -4.0% Impairment of receivables included in cur-
rent assets 7.6 (1,708,179) -0.7%
-129,666 -0.1%
Provisions for risks and charges 7.7 (11,190,000) -4.9% - - 0.0% -
OPERATING RESULT 8,888,348 3.9% (221,888) 19,922,904 10.5% (342,724)
Financial income (charges) 7.8 (4,299,954) -1.9% 4,807 (3,810,165) -2.0% -
Share of profit (loss) of associates (150.733) (150,733) -0.1% (129,378) -0.1%
EARNINGS BEFORE TAXES (EBT) 4,437,661 1.9% (217,081) 15,983,361 8.5% (342,724)
Income taxes 7.9 (5,459,449) -2.4% - (5,102,644) -2.7% -
NET PROFIT (LOSS) FOR THE PERIOD (1,021,788) -0.4% (217,081) 10,880,717 5.8% (342,724)
Attributable to:
Parent Company Shareholders (1,308,660) 10,048,489
Non‑controlling Interests 286,872 832,230
24 Half-year financial report as of June 30, 2026 Consolidated Statement of Comprehensive Income 30.06. 2026 30.06.2025
NET PROFIT (LOSS) FOR THE PERIOD (1,021,788) 10,880,719
Attributable to:
Minority interests 286,872 832,230 Parent Company shareholders (1,308,660) 10,048,489 Profit/(Loss) from foreign currency translation differences (65,231) (70,728) Gain/( Loss) on the effective part of hedging instruments (cash flow hedge) (444,190) (687 ,853) Total items of other comprehensive income that will be subsequently reclassified to profit/(loss) for the year net of taxes (509,421) (758 ,581) Defined -benefit plans actuarial gains (losses) 232,257 (206 ,368) Total items of other comprehensive income that will not be subsequently reclassi-
fied to profit/(loss) for the year net of taxes 232,257 (206 ,368)
Total profit/( loss) of Other comprehensive income net of taxes (277,164) (964 ,949)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (1,298,952) 9,915,770
Attributable to:
Minority interests 286,872 832,230 Parent Company shareholders (1,585,824) 9,083,540
25 Half-year financial report as of June 30, 2026 Consolidated Statement of Cash Flows
30 June 2026 31 December 2025
Net Income (Euro) (1,021,788) 25,276,264 Non cash costs for Stock Options 210,597 546,016 Financial interest paid 176,849 (253,277) Variance Fair Value Financial Assets - -
Current income taxes 5,459,450 6,988,224 Variance in deferred taxes 292,967 7,576,049 Amortization, depreciation and write -downs 23,604,658 19,826,411 Other non cash costs 12,090 Cash flows generated by operations before working capital 28,734,823 59,959,686 (Increase) / Decrease in trade receivables (3,534,083) (11,638,626) (Increase) / Decrease in inventories (8,644,486) (4,900,586) ncrease / (Decrease) in trade payables 7,595,334 (198,304) Increase / (Decrease) in other current assets/liabilities 140,096 7,431,603 Increase / (Decrease) in severance and other personnel liabilities (437,424) 614,319 Changes in working capital (4,880,563) (8,691,594) Paid income taxes - (5,813,785)
CASH FLOW GENERATED BY OPERATIONS 23,854,260 45,454,307
of which related parties (168,528) (787,361) Increase in tangible assets (1,756,962) (5,694,100) Increase in intangible assets (8,682,644) (13,796,140) Capitalization of development costs - -
Decrease in tangible & intangible assets 665,806 1,043,895 Net Cash flow from acquisition (12,293,928) (18,141,012) (Increase) / Decrease in trading securities 7,849,727 14,605,879 (increase) / Decrease in other financial credits (5,166,139) (9,200,000) (increase) / Decrease in other financial credits (19,384,140) (31,181,478) of which related parties -
Proceeds from borrowings 30,000,000 125,500,000 (Repayment) of borrowings (24,437,036) (77,364,169) (Repayment) of Leasing liabilities (3,658,460) (6,706,714) Increase / (Decrease) in other financial liabilites - -
Increase / (Decrease) in other financial credits - -
Dividends paid (4,409,186) (3,186,100) Financial interests paid (225,363) (6,142,562) Other changes in shareholders' equity (647,973) (179,420) Net change in financial liabilities (2,347,257) (957,678) (Purchase)/Sale of Treasury Shares 1,285,426 (747,810)
CASH FLOW GENERATED BY FINANCIAL ACTIVITIES (4,439,849) 30,215,547
of which related parties - (755,309)
INCREASE / (DECREASE) IN CASH 30,271 44,488,376
Difference in Currency Translation -
CASH AT THE BEGINNING OF THE PERIOD 102,738,578 58,250,199
CASH AT THE END OF THE PERIOD 102,768,845 102,738,578
Assets acquired with no effect on cash flow (first adoption IFRS 16) (3,242,468) (9,787,089) Liabilities acquired with no effect on cash flow (first adoption IFRS 16) 3,242,468 9,787,089
26 Half-year financial report as of June 30, 2026 Statement of Changes in Consolidated Equity as of 30 June
2026
di consolidamento
Share Capital
Legal Reserve
Share Premium
Reserve
Merger Plus
First time
application
Stock options
Actuarial
Differences on
post-employment
benefits
Cash flow hedge
reserve
Translation
Reserve
Retained earnings
Profit(Loss) of the
period
Total shareholders
equity
Total shareholders
equity (minority
interests)
Total shareholders
equity
Balances as at 31 december 2025 6,503,125 1,300,625 30,419,813 1,911,444 0 1,050,469 (1,088,250) (503,252) 764,205 105,934,727 23,287,820 169,580,725 4,152,437 173,733,162 Profit as at 31 december 2023 23,287,820 (23,287,820) 0 0 Acquisition 210,597 18,552 (20,693) 208,456 125,800 334,256 Increase/purchase 750,097 (1,414,227) (664,130) (179,560) (843,690) Distribution of dividends (4,409,186) (4,409,186) (4,409,186) Free capital increase 0 0 Sale of treasury shares 1,076,031 1,076,031 1,076,031 Purchase of treasury shares (3,439,566) (3,439,566) (3,439,566) Discouting of post-employment benefits (91,314) (91,314) (91,314) Exchange differences 163,371 163,371 163,371 Profit as at 31 december 2024 (1,308,660) (1,308,660) 286,872 (1,021,788) Balances as at 30 June 2026 6,503,125 1,300,625 28,056,278 1,911,444 0 1,261,066 (1,161,012) 246,845 927,576 123,378,441 (1,308,660) 161,115,728 4,385,549 165,501,276
Share Capital
Legal Reserve
Share Premium
Reserve
Merger Plus
Stock options
Actuarial
Differences on
post-employment
benefits
Cash flow hedge
reserve
Translation
Reserve
Retained earnings
Profit(Loss) of the
period
Total
shareholders
equity
Total
shareholders
equity (minority
interests)
Total
shareholders
equity
Balances as at 31 december 2023 6.503.125 1.300.625 30.968.545 1.911.444 0 504.453 (1.315.573) (59.062) 829.436 93.224.944 15.895.883 149.763.820 2.061.315 151.825.135 Profit as at 31 december 2023 15.895.883 (15.895.883) 0 0 Acquisition 0 102.678 102.678 Increase/purchase 546.016 (4.934) (444.190) 96.892 96.892 Distribution of dividends (3.186.100) (3.186.100) (3.186.100) Free capital increase 0 0 Sale of treasury shares 3.379.731 3.379.731 3.379.731 Purchase of treasury shares (3.928.463) (3.928.463) (3.928.463) Discouting of post-employment benefits 232.257 232.257 232.257 Exchange differences (65.231) (65.231) (65.231) Profit as at 31 december 2024 23.287.820 23.287.820 1.988.444 25.276.264 Balances as at 31 december 2024 6.503.125 1.300.625 30.419.813 1.911.444 0 1.050.469 (1.088.250) (503.252) 764.205 105.934.727 23.287.820 169.580.725 4.152.437 173.733.162
27 Half-year financial report as of June 30, 2026 1. Group Structure
TXT e -solutions S.p.A., the Parent Company, and its subsidiaries operate both in Italy and abroad in the IT sector, offering solutions consisting of software and services in highly dynamic markets that require cutting -edge technological solutions. The table below shows the companies included in the consolidation area using the full integration method as of 30 June 2026 (see also the organi-
zational chart in the section “Organizational Structure”) and the related legal ow nership interest in the share capital:
Name of Subsidiary Currency % Ownership Share Capital (in thousands of €)
PACE Gmbh EUR 100% 295
PACE America Inc. USD 100% 0 PACE Canada Aerospace&IT Inc, CAD 100% 0 PACE Asia Aerospace&IT PTE Ltd. SGD 100% 0 Consorzio TXT EUR 100% 22
TXT NEXT Sarl EUR 100% 100
TXT NEXT Ltd. GBP 100% 115
TXT Risk Solutions S.r.l. EUR 100% 250 TXT Assioma S.r.l. EUR 100% 100 AssioPay S.r.l. EUR 100% 10 TXT e -swiss SA CHF 100% 94
HSPI S.p.A. EUR 100% 1,000
TeraTron GmbH EUR 100% 75 LBA Consulting S.r.l. EUR 100% 10 TXT Novigo S.r.l. EUR 100% 1,000 Soluzioni Prodotti Sistemi S.r.l. EUR 100% 10 Butterfly in liquidazione S.r.l. EUR 100% 10
ENNOVA S.p.A. EUR 100% 1,099
TXT e -Tech S.r.l. EUR 100% 200 ProSim Training Solutions EUR 60% 1 Fastcode S.p.A. EUR 100% 100 TXT Quence S.r.l. EUR 100% 10 NewPos Europe S.r.l. EUR 51% 100 IMille S.r.l. Società Benefit EUR 100% 300 Uasabi S.r.l. EUR 100% 10 IMille Brasil Agencia LTDA BRL 100% 0 IMille Start Spa CLP 100% 0 IMille Spain SL EUR 100% 3 Refine Direct S.r.l. EUR 100% 50 Focus PLM S.r.l. EUR 100% 70 Webgenesys S.p.A. EUR 84.13% 1,015 IT Values S.r.l. EUR 100% 50 Pro20 S.r.l.(*) EUR 100% 0 TXT Infrawise S.r.l. EUR 67% 10 Fasthink S.r.l. EUR 100% 62 NetMediaClick S.r.l. EUR 100% 100 Haiku S.r.l. EUR 100% 58
28 Half-year financial report as of June 30, 2026 The consolidated financial statements of the TXT e -solutions S.p.A. Group (the “Group”) are pre-
sented in euro, which is also the functional currency. The exchange rates used to determine the euro equivalent of the foreign -currency figures of the subsidiari es are as follows:
• Income Statement (average annual exchange rate) Currency 30.06.2026 30.06.2025 Sterlina Gran Bretagna (GBP) 0.867200 0.84229 Dollaro USA (USD) 1.166800 1.09270 Franco Svizzero (CHF) 0.917900 0.9414 Dollaro Canadese (CAD) 1.607360 1.5400 Singapore Dollar (SGD) 1.490660 1.4461 Peso Cileno (CLP) 1,41.57 1,043.28 Real Brasiliano (BRL) 6.012690 6.2913 Dirham Emirati Arabi Uniti (AED) 4.284300 4.0131
• Statement of Financial Position (exchange rate as of 30 June 2026 and 31 December 2025)
Currency 30.06.2026 31.12.202 5 Sterlina Gran Bretagna (GBP) 0.86178 0.87260 Dollaro USA (USD) 1.13940 1.17500 Franco Svizzero (CHF) 0.92240 0.93140 Dollaro Canadese (CAD) 1.62200 1.60880 Singapore Dollar (SGD) 1.47540 1.51050 Peso Cileno (CLP) 1,050.740 1,058.130 Real Brasiliano (BRL) 5.90030 6.43640 Dirham Emirati Arabi Uniti (AED) 4.184400 4.31520
2. Basis of Preparation of the Consolidated Financial State-
ments
The annual consolidated financial statements of the TXT e -solutions S.p.A. Group (the “Group”) are prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Community at the date of preparation of t hese financial statements, as well as with the measures issued pursu-
ant to Article 9 of Legislative Decree No. 38/2005 and other applicable legal provisions and Consob regulations on financial reporting. This half -year report has been prepared in the form and content required by IAS 34 “Interim Financial Reporting” and has been drawn up in compliance with the international accounting standards (“IAS -IFRS”) issued by the International Accounting Standards Board and a dopted by the European Union, including all interpretations of the IFRS Interpretations Committee, previously known as the Standing Interpretations Committee (“SIC”).
The half -year report as of 30 June 2026 consists of the consolidated financial statements and the reclassified consolidated schedules, consistent in form and content with the financial statements for the year 2025. Consequently, this condensed half -year financial r eport does not include all the disclosures required for the annual financial statements and must be read together with the con-
solidated financial statements for the year ended 31 December 2025. It has been prepared on the
29 Half-year financial report as of June 30, 2026 basis of the accounting records as of 30 June 2026 under the assumption of going concern. For further information regarding the nature of the Group’s business, its business areas, performance and expected developments, reference is made to the management report pr epared by the Di-
rectors.
The accounting policies applied in preparing these financial statements, as well as the content and changes in the individual items, are described below and have not changed compared with those adopted in the financial statements for the year ended 31 Dece mber 2025, thereby ensuring data comparability.
The publication and issuance of this document were approved by the Board of Directors on 6 Au-
gust 2026.
3. Accounting Standards and Interpretations Applied from 1
January 2026
The accounting standards applied in preparing the condensed quarterly consolidated financial statements are consistent with those used in preparing the consolidated financial statements as of 31 December 2025 and described in the Annual Financial Report un der Note 4, “Accounting and Consolidation Policies”. As of 30 June 2026, there are no significant effects arising from amend-
ments to international accounting standards (IFRS) whose application was scheduled to begin on 1 January 2026.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET MANDATORILY APPLICA-
BLE AND NOT EARLY ADOPTED BY THE GROUP AS OF 30 JUNE 2026
At the reporting date of this document, the following new accounting standards, amendments and interpretations have been issued but are not yet in force and have not been early adopted by the
Group:
• IFRS 18 Presentation and Disclosure in Financial Statements , which will replace IAS 1 Presentation of Financial Statements . The new standard will be effective from 1 January 2027, although early application is permitted. The Directors are currently assessing the potential effects of introducing this new standard on the financial statements of TXT S.p.A.
4. Financial Risk Management
Within the Group’s enterprise risks, the main financial risks identified and monitored are as follows:
• Foreign exchange risk • Interest rate risk • Credit risk • Liquidity and investment risk • Other risks o Military conflict in Ukraine
30 Half-year financial report as of June 30, 2026 o Military conflict in the Middle East The objectives and financial risk management policies of the TXT e -solutions Group are consistent with those described in the consolidated financial statements for the year ended 31 December 2025, to which reference is made.
5. Use of Estimates
The preparation of the condensed consolidated half -year financial statements and the related notes in accordance with IFRS requires Management to make estimates and assumptions that affect the carrying amounts of assets and liabilities and the disclosures relating to contingent as-
sets and liabilities at th e reporting date. The actual results may differ from these estimates. Esti-
mates and assumptions are reviewed periodically, and the effects of any changes are recognized immediately in the income statement. The assumptions concerning the future and the othe r main sources of estimation uncertainty that, at the reporting date, involve a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next financial year are described below.
Revenue from Contracts with Customers
The Group has made the following assessments that significantly affect the determination of the amount and timing of revenue recognition arising from contracts with customers:
Identification of the performance obligation in a combined sale The Group provides maintenance and support services to customers, which are sold either separately or together with the right -of-use licences, as well as professional services. The Group has determined that, for the types of products offered for which it is reasonable to expect that the customer will require a more con-
tinuous involvement of the Group over a period of time, and which require a certain implementa-
tion period by the customer, the maintenance and support service contract cannot be considered separately from the licence contract, even when the latter provides solely for an up -front fee. The fact that the Group does not regularly grant the right to use its licences separately from the signing of an initial maintenance contract, together with the consideration that maintenance services cannot reasonably be provided by other suppl iers, are indicators that the customer cannot gen-
erally benefit from both products independently.
The Group has instead determined that professional services are distinct within the context of the contract and that the price can be allocated to them separately.
Determination of the method for estimating the amount of variable consideration In estimating any variable consideration, the Group must use either the expected value method or the most likely amount method, depending on which better predicts the amount of consideration to which it will be entitled. Before including any variable conside ration in the transaction price, the Group assesses whether any portion of the variable consideration is subject to constraints on recognition.
The Group has determined that, based on its historical experience, economic forecasts and cur-
rent economic condi tions, the variable consideration is not subject to uncertainties that would limit its recognisability. Furthermore, the uncertainty affecting the variable consideration will be re-
solved within a short period of time.
Considerations on the existence of a significant financing component in a contract
31 Half-year financial report as of June 30, 2026 The Group generally does not sell with formal or expected payment deferrals longer than one year;
therefore, it considers that commercial transactions do not contain significant financing compo-
nents.
Determination of the timing of satisfaction of project -related services The Group has determined that the input -based method is the most appropriate for measuring the progress of services pro-
vided for projects (e.g., development of technological solutions, consulting, integration services, training), as there is a direct relationship between the Group’s activities ( e.g., capitalised working hours and costs incurred) and the transfer of the service to the customer. The Group recognises revenue based on the costs incurred relative to the total estimated costs required to complete the service.
Depending on contractual terms, project management may be “Time & Material” or “Fixed Price”.
Under the Time & Material model, revenue is recognised based on the actual hours spent on the project, capitalised and accepted by the customer. The agreement wit h the customer is essentially based on a number of hours to be invested in the project, which may be revised —also upward — depending on the actual use of resources.
Revenue for Fixed Price projects, for which a predetermined price is established (subject to subse-
quent adjustments), is determined by applying the percentage of completion to the project con-
sideration. In calculating the percentage of completion, determin ed using the Cost -to-Cost method (i.e., the ratio of costs incurred to total estimated costs), the Group considers the capital-
ised personnel hours recorded on the project at the reporting date and any other direct costs.
Impairment of Non -Financial Assets An impairment occurs when the carrying amount of an asset or a cash -generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use.
The calculation of fair value less costs of disposal is based on available data from binding sale transactions between independent and knowledgeable parties involving similar assets, or on ob-
servable market prices, net of the additional costs directly attr ibutable to the disposal of the asset.
The calculation of value in use is based on a discounted cash flow model. Cash flows are derived from the plan for the subsequent five years and do not include restructuring activities for which the Group does not already have a present obligation, nor sig nificant future investments that would increase the returns of the assets forming the cash -generating unit under assessment. The recoverable amount is highly sensitive to the discount rate used in the discounted cash flow model, as well as to the expected future cash inflows and the growth rate applied for extrapolation pur-
poses.
Taxes
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that future taxable profit will be available against which the losses can be utilised. Significant estimation activity is required from management to determine the amount of deferred tax assets that can be recognised, based on the level of future taxable profits, the timing of their generation, and tax-planning strategies.
Pension Funds
The cost of defined benefit pension plans and other post -employment medical benefits is deter-
mined using actuarial valuations. Actuarial valuation requires the development of assumptions regarding discount rates, expected rates of return on plan assets, future salary increases, mortality rates, and future pensio n increases. Due to the long -term nature of these plans, such estimates
32 Half-year financial report as of June 30, 2026 are subject to a significant degree of uncertainty. All assumptions are reviewed annually. In deter-
mining the appropriate discount rate, the Directors refer to the interest rate of corporate bonds with maturities approximating the expected duration of the defined benefit obligation. The bonds are subject to further qualitative analysis, and those with an excessively high credit spread are excluded from the population used to determine the discount rate, as they are not considered representative of high -quality bonds. Mortality rates are based on country -specific mortality ta-
bles. Future salary increases and pension increases are based on expected inflation rates for each country.
Measurement of the fair value of contingent consideration for business combinations Contingent consideration related to business combinations is measured at fair value at the ac-
quisition date as part of the overall business combination. When the contingent consideration is a financial liability, its value is subsequently remeasured at each reporting date. The determination of fair value is based on discounted cash flows. Key assumptions take into account the probability of achieving each performance target and the discount factor.
6. Statement of Financial Position
6.1. Goodwill
The composition of the item as of June 30, 2026, compared with the balance as of December 31, 2025, is presented below :
Goodwill Amount as at 30 June 2026 Amount as at 31 December
2025
Acquisition of TeraTron 2,749,313 2,749,313 Acquisition of Risk Solutions 116,389 116,389 Acquisition of Pace 5,369,231 5,369,231 Acquisition of TXT e ‑swiss 1,891,867 1,891,867 Acquisition of TXT Novigo (formerly TXT Working Capital) - 1,996,056 Acquisition of HSPI 11,260,728 8,693,470 Acquisition of TXT NOVIGO 12,608,452 10,612,396 Acquisition of QUENCE 3,846,642 3,244,497 Acquisition of LBA 2,848,205 2,848,205 Acquisition of Reversal 240,167 240,167 Acquisition of Prosim 680,579 680,579 Acquisition of HSPI (formerly PGMD) - 2,094,727 Acquisition of SPS 2,058,784 2,058,784 Acquisition of ENNOVA 14,197,903 13,197,903 Acquisition of TXT e ‑tech (formerly DM) 1,014,737 1,014,737 Goodwill PACE Canada 2,992,793 3,021,034 Acquisition of FastCode 3,391,384 3,391,384 Acquisition of TXT Quence (formerly TXT Arcan) - 602,145 Goodwill FastCode - 8,600
33 Half-year financial report as of June 30, 2026 Acquisition of Imille 4,903,475 4,903,475 Acquisition of Refine 14,507,778 14,507,778 Acquisition of Focus PLM 1,767,481 1,767,481 Acquisition of Webgenesys 27,672,710 27,672,710 Acquisition of ITVALUES 11,660,795 16,904,726 Acquisition of Valor Plus - 472,532 Acquisition of Fasthink 4,083,069 -
Acquisition of NetMediaClick 4,665,294 -
Goodwill Nexteon 6,112,008 -
TOTAL GOODWILL 140,639,784 130,060,185
The goodwill item derives from the acquisition of PACE GmbH (“PACE”), completed in 2016; from the two acquisitions carried out in 2018 of Cheleo S.r.l. (now TXT Novigo) and TXT Risk Solutions S.r.l.; from the acquisition of the Assioma group in 2019; of TX T Working Capital Solutions S.r.l., Mac Solutions SA (now TXT e -swiss) and HSPI S.p.A. in 2020; of TeraTron GmbH, LBA Consulting, TXT Novigo, TXT Quence in 2021; of DM Management & Consulting (now TXT e -tech), TXT Ennova, Soluzioni Prodotti Sistemi, PGMD and Tlogos (now HSPI) in 2022; of FastCode, Arcan (now TXT Quence) and PACE Canada in 2023; of the Imille group, Refine Direct, WebGenesys in 2024; IT Values and Valor Plus (now HSPI) in 2025; and Fasthin k, NetMediaClick and Nexteon in 2026.
Goodwill has been determined, for the various components, as follows:
• The goodwill relating to PACE of €5,369 thousand derives from the acquisition price of €9,097 thousand, net of the fair value of the identifiable net assets at the acquisition date of €1,352 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €1,112 tho usand and “Software Intellectual Property” of €1,350 thousand, and deferred tax assets and liabilities of €86 thousand. The acquisition price had been determined by in-
cluding the fixed price agreed in the contract, the earn -outs linked to the performance of variables such as revenues and EBITDA and the application of related multiples, as well as other variable components linked to the higher liquidity available at PACE at the acquisition date compared to the threshold indicated in the contract. For the purposes of preparing the Consolidated Financial Statements, the Directors also considered the subscription of the put/call option agreement with the minority shareholder s of PACE as the acquisition of a present ownership interest also in the remaining 21% of the share capital of PACE , and consequently measured the liability for the exercise of such option at fair value at initial recognition (obtained through a maturity -based estimate using forecast data and dis-
counting to reflect the time factor). This liability was extinguished during the 2020 financial year.
• The goodwill of TXT Risk Solutions S.r.l. was impaired during the 2020 financial year by €1,296 thousand, reducing its value to €116 thousand. The original goodwill of €1,413 thousand de-
rived from the acquisition price of €1,599 thousand, net of the fair value of the identifiable net assets at th e acquisition date, which was negative by €21 thousand, the valuation of finite -life intangible assets “Intellectual Property” of €287 thousand, and deferred tax assets and liabilities of €80 thousand.
34 Half-year financial report as of June 30, 2026 • The goodwill of TXT e -swiss SA of €1,892 thousand derives from the acquisition price of €6,382 thousand, net of the fair value of the identifiable net assets at the acquisition date of €2,015 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €3,432 tho usand, and deferred tax liabilities of €958 thousand.
• The goodwill of HSPI S.p.A. of €5,891 thousand derives from the acquisition price of €12,064 thousand, net of the fair value of the identifiable net assets at the acquisition date of €4,592 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €2,193 thousand, and deferred tax liabilities of €612 thousand. Following the merger of Tlogos Srl on 1 January 2025 and the mergers of P.G.M.D. Consulting and Valor Plus S.r.l. , the goodwill amount was re -determined at €11,261 thousand.
• The goodwill of TeraTron of €2,749 thousand derives from the acquisition price of €10,214 thousand, net of the fair value of the identifiable net assets at the acquisition date of €5,468 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €2,769 thousand, and deferred tax liabilities of €773 thousand.
• The goodwill of LBA Consulting of €2,848 thousand derives from the acquisition price of €4,622 thousand, net of the fair value of the identifiable net assets at the acquisition date of €837 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €1,367 thous and, deferred tax liabilities of €381 thousand, and a risk provision of €49 thou-
sand.
• The goodwill of TXT Novigo of €10,612 thousand derives from the acquisition price (ex-Cheleo) of €10,951 thousand, net of the fair value of the identifiable net assets at the acquisition date of €2,613 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €3,239 thousand, and deferred tax liabilities of €904 th ousand. During the year, this goodwill was reduced by €598 thousand following the outcome of the impair-
ment test. The goodwill arising from the acquisition of Novigo Consulting of €5,919 thousand derives from the acquisition price of €9,208 thousand, net of the fair value of the identifiable net assets at the acquisition date of €1,070 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €3,076 tho usand, and deferred tax liabilities of €858 thousand. On 1 January 2026, following the merger of TXT Working Capital Solutions , the goodwill amount was re -determined at €12,608 thousand.
• The goodwill of TXT Quence S.r.l. of €1,137 thousand derives from the acquisition price of €2,963 thousand, net of the fair value of the identifiable net assets at the acquisition date of €1,272 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €766 thous and, and deferred tax liabilities of €214 thousand. Following the transfer of the TEST business unit from TXT Assioma on 1 January 2024 and the merger of Arcan S.r.l. on 1 January 2026, the goodwill amount was re -determined at €3,847 thousand.
• The goodwill of DM Consulting , merged into TXT e -tech on 1 January 2026, of €1,014 thousand derives from the acquisition price of €2,331 thousand, net of the fair value of the identifiable net assets at the acquisition date of €153 thousand, the valuation of finite -life intangible assets “Intellectual Proper ty” of €745 thousand and deferred tax liabilities of €208 thou-
35 Half-year financial report as of June 30, 2026 sand, and the valuation of finite -life intangible assets “Customer Relationship” of €191 thou-
sand and deferred tax liabilities of €53 thousand. During 2024, it was impaired by €488 thousand.
• The total goodwill of Ennova amounts to €9,402 thousand and derives mainly from the ac-
quisition price net of the fair value of the identifiable net assets at the acquisition date of €9,609 thousand, and the valuation of finite -life intangible assets “Intellectual Property” of €1,157 thousand (net of related deferred tax liabilities of €323 thousand) and “Customer Relationship” of €3,881 thousand (net of related deferred tax liabilities of €1,083 thousand).
During 2026, the goodw ill of TXT Assioma S.r.l. of €3,804 thousand was reclassified within the Ennova CGU; for comparability purposes, the 2025 figures were reclassified accordingly.
• The goodwill of SPS of €2,059 thousand derives from the acquisition price of €7,674 thou-
sand, net of the fair value of the identifiable net assets at the acquisition date of €3,748 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €1,811 thousand, and deferred tax liabilities of €505 thousand.
• The goodwill of PACE Canada of €3,045 thousand derives from the acquisition price of CAD 4,966 thousand, net of the fair value of the identifiable net assets of CAD 116 thousand and the valuation of intangible assets. The acquisition price was determined by including the fixed price agreed in the contract and the earn -outs linked to revenue performance and the application of related multiples.
• The goodwill of FastCode of €3,391 thousand derives from the acquisition price of €8,007 thousand, net of the fair value of the identifiable net assets at the acquisition date of €1,526 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €4,284 thousand, and deferred tax liabilities of €1,195 thousand.
• The goodwill of the Imille group of €4,903 thousand derives from the acquisition price of €8,167 thousand, net of the fair value of the identifiable net assets at the acquisition date of €534 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €3,787 thousand, and deferred tax liabilities of €1,057 thousand.
• The goodwill of Refine Direct of €23,920 thousand derives from the acquisition price of €26,800 thousand, net of the fair value of the identifiable net assets at the acquisition date of €2,880 thousand.
• The goodwill of WebGenesys of €27,762 thousand derives from the acquisition price of €53,000 thousand, net of the fair value of the identifiable net assets at the acquisition date of €11,292 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €19,466 thousand, and deferred tax liabilities of €5,341 thousand.
• The goodwill of Focus PLM of €1,767 thousand derives from the acquisition price of €3,076 thousand, net of the fair value of the identifiable net assets at the acquisition date of €689 thousand, the valuation of finite -life intangible assets “Customer Relationship” of €1,145 thous and, and deferred tax liabilities of €319 thousand.
• The goodwill of IT Values of €11,661 thousand derives from the acquisition price of €20,693 thousand, net of the fair value of the identifiable net assets at the acquisition date of €3,788 thousand, the valuation of indefinite -life intangible assets “Customer Relationship” of €7,2 73 thousand, and deferred tax liabilities of €2,029 thousand.
36 Half-year financial report as of June 30, 2026 • The goodwill of Fasthink of €4,083 thousand derives from the acquisition price of €6,320 thousand, net of the fair value of the identifiable net assets at the acquisition date of €2,237 thousand.
• The goodwill of NetMediaClick of €4,665 thousand derives from the acquisition price of €6,455 thousand, net of the fair value of the identifiable net assets at the acquisition date of €1,789 thousand.
• The goodwill arising from the acquisition of the SmartRoutes business of Nexteon of €6,112 thousand derives from the acquisition price of €12,633 thousand, net of the allocation to “Intellectual Property” of €6,553 thousand.
The Group performs the impairment test annually (as at 31 December) and whenever circum-
stances indicate the possibility of a reduction in the recoverable amount of goodwill. The impair-
ment test for goodwill and intangible assets with an indefinite useful life was based on the calcu-
lation of value in use. The variables used to determine the recoverable amount of the various cash‑generating units (CGUs) were presented in the consolidated financial statements as at 31 December 2025, to which reference is made for further details.
In reviewing its impairment indicators, the Group considers, among other factors, the ratio between its market capitalization and its carrying amount of equity. As at 30 June 2026, the Group’s market capitalization was not lower than the carrying amount of its equity.
Considering the economic performance observed and the expected evolution of operations, as described in the “Directors’ Commentary on the performance in the first half of 2025” accompa-
nying these financial statements, no impairment test was performed as at 30 June 2026, since no impairment indicators were identified that would highlight significant risks regarding the possible existence of lasting losses in value related to the goodwill recognized in the financial statements.
6.2. Intangible assets with a finite useful life Intangible assets with a finite useful life , net of amortisation, amount to €58,984,427 as at 30 June 2026. The movements that occurred during the semester are presented below.
Immobilizzazioni immateriali Software
licences Research
and deve-
lopment Intellectual
Property Customer
Relationship Other fixed as-
sets TOTAL
Balances as at 31 December 2025
3,221,822
353,872
5,602,812
41,001,662
1,233,049
51,413,218
Acquisitions 1,623,924 64,586 6,543,180 7,273,136 13,441 15,518,267 Disposals (40,000) - - - (1,220,000) (1,260,000) Amortisation and depreciation (364,243) (149,313) (892,088) (5,274,744) (2,853) (6,683,241) Other Changes (3,817) - - - - (3,817) Balances as at 30 June 2026
4,437,686
269,146
11,253,904
43,000,054
23,637
58,984,427
The composition of the item is presented below:
37 Half-year financial report as of June 30, 2026 - Software licences: these refer to the software licences acquired by the Group to enhance software programmes and to develop advanced technologies supporting the business.
- Development costs: these refer to the design and feasibility studies of the Bari project (i-MOLE) and of the Ennova and SPS Group.
- The Research & Development project titled “i -MOLE: Innovative – Mobile Logistic Ecosystem” provides innovative systems and specific support services for the logistics sector. Intellectual Property and Customer Relationship: these intangible assets were acquired as part of ex-
traordinary transactions i nvolving the purchase of companies.
- The value of the assets relating to Pace was allocated in 2016 by the Directors with the sup-
port of an independent expert. Intellectual Property represents the intellectual property of the software developed by PACE GmbH and owned by the latter; the Custom er Relationship of PACE was also measured as part of the allocation of the excess purchase price. As at 30 June 2026, the value of the Intellectual Property has been fully amortised. The value of the Cus-
tomer Relationship as at 30 June 2026 has also been fully amortised.
- The value of the Customer Relationship of Cheleo (now TXT Novigo) was allocated in 2018 with the support of an independent expert. The Customer Relationship was measured as part of the allocation of the excess purchase price. As at 30 June 2026, the Custom er Relationship has been fully amortised.
- The value of the Intellectual Property of TXT Risk Solutions S.r.l. was allocated in 2018. The Intel-
lectual Property was measured as part of the allocation of the excess purchase price. As at 30 June 2026, the residual value of the Intellectual Property ha s been fully amortised.
- The value of the Customer Relationship of TXT Assioma S.r.l. was allocated in 2019 with the support of an independent expert. The Customer Relationship was measured as part of the allocation of the excess purchase price. As at 30 June 2026, the Customer Relationship has been fully amortised.
- The value of the Customer Relationship of TXT e -swiss SA was allocated in the 2020 financial year with the support of an independent expert, and its useful life for amortisation purposes was estimated at 9 years. The Customer Relationship was measured as p art of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €1,144,039, net of 2026 amortisation of €190,673.
- The value of the Customer Relationship of HSPI S.p.A. was allocated in 2021 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 8 years.
The Customer Relationship was measured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €639,755, net of 2026 amortisation of €137,090.
- The value of the Customer Relationship of TeraTron was allocated in 2021 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 8 years.
The Customer Relationship was measured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €499,958, net of 2026 amortisation of €230,750.
- The value of the Customer Relationship of LBA Consulting S.r.l. was allocated during the cur-
rent financial year with the support of an independent expert, and its useful life for amortisa-
tion purposes was estimated at 6 years. The Customer Relationship was measured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €322,830, net of 2026 amortisation of €113,940.
- The value of the Customer Relationship of TXT Novigo S.r.l. was allocated during the current financial year with the support of an independent expert, and its useful life for amortisation purposes was estimated at 9 years. The Customer Relationship was mea sured as part of the
38 Half-year financial report as of June 30, 2026 allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €1,509,620, net of 2026 amortisation of €170,900.
- The value of the Customer Relationship of TXT Quence S.r.l. was allocated during the current financial year with the support of an independent expert, and its useful life for amortisation purposes was estimated at 6 years. The Customer Relationship was mea sured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €191,582, net of 2026 amortisation of €63,861.
- The value of the Intellectual Property and Customer Relationship of DM Management & Con-
sulting (now TXT e -tech) was allocated in 2023 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 10 years. Intell ectual Property and Customer Relationship were measured as part of the allocation of the excess purchase price. The residual value of the Intellectual Property as at 30 June 2026 amounts to €453,643 (net of 2026 amortisation of €37,286). The residual value of the Customer Relationship as at 30 June 2026 amounts to €116,221 (net of 2026 amortisation of €9,552).
- The value of the Intellectual Property and Customer Relationship of Ennova was allocated in 2023 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 7 years. Intellectual Property and Customer Relations hip were measured as part of the allocation of the excess purchase price. The residual value of the Intellectual Prop-
erty as at 30 June 2026 amounts to €536,960 (net of 2026 amortisation of €82,609). The re-
sidual value of the Customer Relationship as at 30 June 2026 amounts to €1,801,688 (net of 2026 amortisation of €277,183).
- The value of the Customer Relationship of SPS was allocated in 2023 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 7 years.
The Customer Relationship was measured as part of the allocation of the e xcess purchase price. The residual value as at 30 June 2026 amounts to €840,789 (net of 2026 amortisation of €129,352).
- The value of the Customer Relationship of PGMD Consulting (now HSPI) was allocated in 2023 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 7 years. The Customer Relationship was measured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €552,729 (net of 2026 amortisation of €81,986).
- The value of the Customer Relationship of TLogos (now HSPI) was allocated in 2023 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 7 years. The Customer Relationship was measured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €694,271 (net of 2026 amortisation of €101,248).
- The value of the Customer Relationship of FastCode was allocated in 2024 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 12 years.
The Customer Relationship was measured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €3,391,491 (net of 2026 amortisation of €178,500).
- The value of the Customer Relationship of the Imille Group was allocated in 2025 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 7 years. The Customer Relationship was measured as part of the alloca tion of the excess purchase price. The residual value as at 30 June 2026 amounts to €2,705,000 (net of 2026 amortisation of €270,500).
- The value of the Intellectual Property and Customer Relationship of Refine Direct was allo-
cated in 2025 with the support of an independent expert, and its useful life for amortisation
39 Half-year financial report as of June 30, 2026 purposes was estimated at 8 years. Intellectual Property and Customer Relationship were measured as part of the allocation of the excess purchase price. The residual value of the In-
tellectual Property as at 30 June 2026 amounts to €4,146,750 (net of 2026 amortisation of €345,563). The residual value of the Customer Relationship as at 30 June 2026 amounts to €5,644,500 (net of 2026 amortisation of €470,375).
- The value of the Customer Relationship of Focus PLM was allocated in 2025 with the support of an independent expert, and its useful life for amortisation purposes was estimated at 10 years. The Customer Relationship was measured as part of the allocation o f the excess pur-
chase price. The residual value as at 30 June 2026 amounts to €944,625 (net of 2026 amorti-
sation of €57,250).
- The value of the Customer Relationship of WebGenesys was allocated in 2025 with the sup-
port of an independent expert, and its useful life for amortisation purposes was estimated at 10 years. The Customer Relationship was measured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €16,546,100 (net of 2026 amortisation of €973,300).
- The value of the Customer Relationship of IT Values was allocated during the current financial year with the support of an independent expert, and its useful life for amortisation purposes was estimated at 5 years. The Customer Relationship was measured as part of the allocation of the excess purchase price. The residual value as at 30 June 2026 amounts to €5,454,852 (net of 2026 amortisation of €1,818,284).
- The value of the Intellectual Property of Nexteon was allocated during the current financial year with the support of an independent expert, and its useful life for amortisation purposes was estimated at 5 years. The Intellectual Property was measured as part of the allocation of the excess purchase pric e. The residual value as at 30 June 2026 amounts to €6,116,549 (net of 2026 amortisation of €436,891).
-
6.3. Tangible Assets
Tangible assets as at 30 June 2026 amount to €32,926,106, net of depreciation. The movements that occurred during the semester are presented below :
Tangible assets Buildings
(lease) Vehicles
(lease) Electronic
machinery
(lease) Buildings Electronic
machinery Furniture
and fixtu-
res Other tan-
gible as-
sets Tangibles
under
construc-
tion TOTAL
Balances as at 31 De-
cember 2025
13,730,160
5,258,471
38,489
3,874,948
2,870,860
1,296,949
3,790,283
3,050,972
33,911,132
Acquisitions 1,978,662 1,384,015 71,263 0 1,210,431 330,958 3,075,100 254,103 8,304,532 Disposals (67,908) (97,259) 0 0 (3,787) 0 (447,524) (2,960,903) (3,577,381) Amortisation and depre-
ciation (2,563,107) (1,377,603) (26,559) (66,151) (661,125) (126,555) (885,565) (5,706,665) Other Changes 1,087 1,145 0 (5,116) 0 (2,786) 159 (5,511) Balances as at 30 June
2026
13,078,894
5,168,768
83,193
3,803,681
3,416,379
1,498,566
5,532,453
344,171
32,926,106
40 Half-year financial report as of June 30, 2026 7. The increases in the “Buildings under lease” category are mainly attributable to the recogni-
tion of the effect arising from the lease contract relating to the property of the subsidiary Imille.
8. Investments in the “Electronic equipment” category mainly refer to the purchase of IT systems and hardware equipment aimed at increasing production capacity.
9. The increases in the “Cars under lease” category are attributable to the renewal/expansion of the Group’s company car fleet during the financial year.
10. The increase in the “Other tangible fixed assets” category is mainly attributable to the reclas-
sification of the ISM4Italy project, which had been recognised among assets under construc-
tion in 2025 and entered into operation, with the consequent start of amortisation, during 2026.
6.4. Investments in Associates
This line item includes the value of the investments in the associated companies ReVersal S.p.A., TXT Healthprobe S.r.l., Simplex Human Tech S.r.l. and TXT MEDIA.
6.5. Other Non -Current Financial Assets
The item “Other non -current financial assets” amounts to €12,974,875 as at 30 June 2026, com-
pared with €20,348,346 as at 31 December 2025.
This item mainly includes the financial investment in the share capital of Banca del Fucino, car-
ried out in the first quarter of 2021 for €9,498,377. During the first half of 2026, a portion amounting to €7,920,000 was sold.
6.6. Deferred Tax Assets and Liabilities Below is the composition of deferred tax assets and liabilities as at 30 June 2026, compared with the figures at the end of the 2025 financial year :
Balances as at 3 0 June 2026 Balances as at 31 December 2025 Change Deferred tax assets 1,335,974 1,003,476 332,498 Deferred tax provision (13,662,472) (13,037,008) (625,464) Total (12,326,498) (12,033,532) (292,966)
Deferred tax assets mainly refer to the revenue recognition under IFRS 15 of the Boeing and Amer-
ican Airlines licences, compared with the criteria adopted for tax purposes in the relevant foreign jurisdiction.
The deferred tax liabilities mainly refer to the recognition of deferred taxation on the assets ac-
quired in the 2016 financial year with the acquisition of Pace GmbH (Customer List and Intellec-
tual Property), in 2018 with the acquisition of Cheleo (Custome r List), with the acquisition of TXT Risk Solutions (Intellectual Property), with the 2019 acquisition of the Assioma.Net Group and the 2020 acquisition of HSPI and Mac Solutions SA (Customer List), in 2021 of TeraTron, TXT Quence, LBA and TXT Novigo, in 2 022 of DM, Ennova, PGMD, Soluzioni Prodotti e Sistemi, Tlogos, in 2023 of
41 Half-year financial report as of June 30, 2026 FastCode, in 2024 of the Imille Group, Refine Direct, Focus PLM and WebGenesys, and in 2025 of IT Values.
The total net negative change of €292,966 results from different movements: a) the recognition of deferred tax assets on revenues arising from the application of the new international account-
ing standard IFRS 15; b) deferred taxation on assets acquired dur ing the financial year.
6.7. Contract Assets Contract Assets as at 30 June 2026 amount to €37,619,471 and show an increase of €8,981,763 compared with 31 December 2025.
Work in progress is recognised using the percentage -of-completion method (over -time crite-
rion), applying the cost -incurred method for each contract.
6.8. Trade Receivables
Trade receivables as at 30 June 2026, net of the allowance for doubtful accounts, amount to €133,940,115 and show an increase of €6,447,379 compared with 31 December 2025.
The average DSO for the first half of 2026 shows an improvement compared with the end of the previous financial year, as a result of effective credit -recovery actions.
The following table provides the detailed breakdown of this item:
Trade receivables 30 June 2026 31 December 2025 Change Gross value 136,360,580 129,654,339 6,706,241 Provision for bad debts (2,420,465) (2,161,603) (258,862) Net value 133,940,115 127,492,736 6,447,379 The allowance for doubtful accounts recorded the following movements during the period:
Provision for bad debts 30.06.202 6 Opening balance (2,161,604) IFRS 3 acquisitions (64,015)
Allocation (194,847)
Use -
Closing balance as at 30.06.2026 (2,420,466)
The breakdown of trade receivables between amounts not yet due and past due as at 30 June 2026, compared with 31 December 2025, is presented below:
Aging 30.06.2026 Total Coming due Past due 0-90 days More than 90 days 30 June 2026 136,360,580 102,870,060 23,846,336 9,644,184 31 December 2025 129,654,339 103,421,616 15,040,077 11,192,646
Given the composition of the receivables portfolio, and in particular the concentration of receiva-
bles with major customers, Management considers the allowance for doubtful accounts to be ad-
equate as at 30 June 2026.
42 Half-year financial report as of June 30, 2026 6.9. Other Receivables and Current Assets
The item “Other receivables and current assets”, which includes receivables for funded research projects, tax receivables and other receivables, together with accrued income and prepaid ex-
penses, shows a balance of €21,931,381 as at 30 June 2026, compared with €20,512,325 as at 31 December 2025. The related breakdown is presented below.
Sundry receivables and other current assets 30 June 2026 31 December 2025 Change Receivables for research grants 2,540,228 2,313,196 227,032 Tax receivables 6,149,862 7,340,408 -1,190,546 Other receivables 6,087,904 5,322,234 765,670 Other current assets 7,153,387 5,536,487 1,616,900 Total 21,931,381 20,512,325 1,419,056
The item “Receivables for funded research” includes receivables relating to research activities fi-
nanced by various institutions, referring to contributions to expenditure incurred to support re-
search and development activities covered by specific grant pr ogrammes; such contributions will be disbursed upon completion of the development phases of the related projects.
The item “Tax receivables” refers to advance payments relating to direct taxes.
“Other receivables” include heterogeneous receivables, mainly attributable to advances to sup-
pliers and to receivables from former shareholders arising from guarantees provided by the sellers under the share purchase agreement.
Other current assets, amounting to €7,153,387, include accrued income and prepaid expenses (adjustments for costs paid in advance that do not pertain to the period) and other contract as-
sets.
6.10. Other Short -Term Financial Receivables As at 30 June 2026, this item includes short -term financial receivables from associated compa-
nies.
6.11. Financial Instruments Measured at Fair Value
As at 30 June 2026, the item includes “Financial instruments measured at Fair Value” amounting to €16,684,621.
These consist of investments in multi -branch life insurance contracts with partially guaranteed capital, bond loans, and treasury asset management portfolios.
The Fair Value has been confirmed using the value communicated by the issuer, comparing it — where available (Level 1 instruments) —with market quotations.
43 Half-year financial report as of June 30, 2026 6.12. Cash and Equivalents
The Group’s cash and cash equivalents amount to €102,768,845 (€102,738,578 as at 31 December 2025). Reference should be made to the statement of cash flows for details regarding the gener-
ation and movements of cash flows.
The main impacts, in addition to the operating cash flow for the period, relate to:
• new financing arrangements entered into during the semester (note 6.15);
• treasury share transactions (note 6.14) and investments in insurance funds.
Cash and cash equivalents relate to ordinary current accounts held with Italian banks for €92,136,409 and foreign banks for €10,604,446.
There are no restrictions on cash and cash equivalents, nor are there any currency or other limita-
tions on their transferability to Italy.
6.13. Equity
Equity amounts to €165,501,276.
The Company’s share capital as at 30 June 2026 consists of 13,006,250 ordinary shares with a nom-
inal value of €0.5 each, for a total amount of €6,503,125.
Reserves and retained earnings include the legal reserve (€1,300,625), share premium reserve (€28,056,278), merger surplus reserve (€1,911,444), actuarial gains and losses reserve on employee severance indemnities (negative for €1,161,012), Cash Flow Hedge reserve (€246,845 net of the re-
lated tax effect), translation reserve (€927,576), stock option reserve (€1,261,066) and retained earnings (€123,378,440).
Descrizione Free Required Established by
TOTAL
Law Shareholders’ Meeting Share premium reserve 28,056,278 - - 28,056,278 Legal reserve - 1,300,625 - 1,300,625 Merger surplus - - 1,911,444 1,911,444 Reserve for actuarial differences on post -employment benefits - - (1,161,012) (1,161,012) IRS Fair Value 246,845 - - 246,845 Reserve for retained earnings - - 123,378,440 123,378,440 Stock option reserve - - 1,261,066 1,261,066 Translation reserve - - 927,576 927,576 Total 28,303,123 1,300,625 126,317,514 155,921,262
Incentive Plans
44 Half-year financial report as of June 30, 2026 The Shareholders’ Meeting held on 20 April 2023 approved a stock option plan for executive direc-
tors and senior managers of the Group, for the subscription of up to 600,000 shares, subject to the achievement of specific performance targets such as revenue trends, profitability, or individual performance objectives.
On 14 December 2023, the Board of Directors, with the favourable opinion of the Remuneration Committee, granted 180,000 options for the purchase of an equal number of the Company’s shares to seven individuals among executive directors, managers with strate gic responsibilities, and other senior managers of the Group for the 2023 –2025 period, at an exercise price of €16.55.
The Shareholders’ Meeting held on 29 April 2024 approved a stock option plan for executive direc-
tors and senior managers of the Group, for the subscription of up to 600,000 shares, subject to the achievement of specific performance targets such as revenue trends, profitability, or individual performance objectives.
On 25 June 2024, the Board of Directors, with the favourable opinion of the Remuneration Commit-
tee, granted 130,000 options to Group employees for the purchase of an equal number of the Com-
pany’s shares to five individuals among executive directors, manage rs with strategic responsibili-
ties, and other senior managers of the Group for the 2024 –2026 period, at an exercise price of €24.26. .
S.G. PLAN
Options 2019 2020 2021 2022 2023 2024 2025 2026 (i) Outstanding at the start of the year/period - 135,000 108,000 54,000 18,000 180,000 310,000 310,000 (ii) granted during the year/period 135,000 - - - 180,000 130,000 - -
(iii) forfeited during the year/period - (27,000) (54,000) - - - - (20,000) (iv) exercised during the year/period - - - (36,000) (18,000) - - -
(v) expired during the year/period (vi) outstanding at the end of the year/period 135,000 108,000 54,000 18,000 180,000 310,000 310,000 290,000 (vii) exercisable at the end of year/period - - 54,000 18,000 180,000 310,000 310,000 290,000
Treasury Shares
During the first six months of 2026, the TXT e -solutions share recorded a maximum official price of €38 on 8 June 2026 and a minimum official price of €23.85 on 16 February 2026. As at 30 June 2026, the share was trading at €37.25.
The average daily trading volume on the stock exchange in the first six months of 2026 was 45,712 shares, an increase compared with the 27,536 shares recorded in the corresponding period of 2025.
As at 30 June 2026, the Company held 415,486 treasury shares, compared with 333,854 as at 31 December 2025, corresponding to 3.195% of the shares issued, with an average carrying amount of €11.56 per share. During the first six months of 2026, 120,177 treasury shares were purchased at an average price of €28.73 per share.
45 Half-year financial report as of June 30, 2026 On 12 May 2026, 38,515 treasury shares were transferred at the agreed price of €27.91 per share, in fulfilment of the payment obligations undertaken by TXT under the share purchase agreement signed on 1 April 2026 for the acquisition of 100% of the share c apital of FasThink S.r.l.
6.14. Non-current Financial Liabilities
Non-current financial liabilities amount to €165,000,861 (€161,675,899 as at 31 December 2025).
Non-current financial liabilities 30 June 2026 31 December 2025 Change Payable for Earn -Out 18,242,834 9,554,084 8,688,750 Other financial payables 367,500 490,000 (122,500) Non-current monetary flow swaps 0 454,613 (454 ,613) Bank loans 135,562,082 139,206,787 (3,644,705) Non-current payables to suppliers for leases 10,828,445 11,970,414 (1,141,968) Totale Passività finanziarie non correnti 165,000,862 161,675,899 3,324,963
This item includes: a) the non -current portion of bank loans entered into over the years, amounting to €135,562,082; b) the non -current portion of financial liabilities recognised under IFRS 16, amount-
ing to €10,828,445; c) the liability of €18,242,834 rel ating to Earn -Outs payable to the shareholders of PACE Canada, Imille, Refine, Focus PLM, TXT Arcan (now TXT Quence), TXT Risk Solutions, IT Values, Nexteon, Fasthink and NetMediaClick upon the occurrence of the contractual conditions.
For the determination of the present value of lease liabilities falling within the scope of IFRS 16, in the absence of a readily available implicit interest rate, the Group adopted its incremental bor-
rowing rate, taking into account —depending on the type of contract —its duration, the financed amount and the underlying asset. The Group has determined that differences between the rates applied to the various categories of contracts do not result in significant impacts.
The loans referred to under point (c) consist of the following:
• Loan of €15,000,000 at variable interest rate EURIBOR 3 months (360) + 1.60% spread, granted to the parent company on 29/06/2022 by Crédit Agricole Italia S.p.A. As at 30 June, the out-
standing amount is €3,150,565, with a non -current portion of €0.
• Loan of €15,000,000 granted to the parent company on 25/03/2024 by Credito Emiliano. As at 30 June, the outstanding amount is €925,079, with a non -current portion of €0.
• Loan of €6,000,000 granted to the parent company on 29/09/2023 by Crédit Agricole. As at 30 June, the outstanding amount is €2,482,759, with a non -current portion of €1,241,379.
• Loan of €3,000,000 granted to the parent company on 30/09/2024 by Banco BPM. As at 30 June, the outstanding amount is €1,294,993, with a non -current portion of €263,429.
• Loan of €50,000,000 granted to the parent company on 31/10/2024 by Crédit Agricole. As at 30 June, the outstanding amount is €43,750,000, with a non -current portion of €31,250,000.
46 Half-year financial report as of June 30, 2026 • Loan of €40,000,000 granted to the parent company on 20/01/2025 by UniCredit. As at 30 June, the outstanding amount is €32,000,000, with a non -current portion of €24,000,000.
• Loan of €20,000,000 granted to the parent company on 17/06/2025 by Banca Nazionale del Lavoro. As at 30 June, the outstanding amount is €17,777,778, with a non -current portion of €13,333,333.
• Loan of €10,000,000 granted to the parent company on 26/06/2025 by Credito Emiliano. As at 30 June, the outstanding amount is €8,524,673, with a non -current portion of €6,497,554.
• Loan of €25,000,000 granted to the parent company on 31/07/2025 by Intesa Sanpaolo. As at 30 June, the outstanding amount is €25,000,000, with a non -current portion of €20,312,500.
• Loan of €18,000,000 granted to the parent company on 30/10/2025 by BPER. As at 30 June, the outstanding amount is €15,867,048, with a non -current portion of €11,503,340.
• Loan of €25,000,000 granted to the parent company on 20/02/2026 by UniCredit. As at 30 June, the outstanding amount is €23,750,000, with a non -current portion of €18,750,000.
• Loan of €1,800,000 at fixed interest rate granted to TeraTron GmbH by Sparkasse Bank. As at 30 June, the outstanding amount is €1,032,341, with a non -current portion of €926,456.
• Loan of €5,000,000 granted to TXT e -tech. As at 30 June, the outstanding amount is €3,437,500, with a non -current portion of €2,187,500.
• The Ennova Group has entered into loans with various financial institutions. The outstanding amount is €8,118,649, with a non -current portion of €4,813,756.
• Loan of €510,000 granted by UniCredit to Imille Srl. As at 30 June, the outstanding amount is €148,358, with a non -current portion of €56,092.
• WebGenesys S.p.A. has entered into loans with various financial institutions. The outstand-
ing amount is €329,521, with a non -current portion of €249,715.
• Loan granted to the subsidiary Fasthink S.r.l. As at 30 June, the outstanding amount is €167,883, with a non -current portion of €117,518.
• Loan granted to the subsidiary NetMediaClick S.r.l. As at 30 June, the outstanding amount is €198,056, with a non -current portion of €92,029.
• Loan granted to the subsidiary Haiku S.r.l. As at 30 June, the outstanding amount is €99,014, with a non -current portion of €62,546.
In line with market practice, the financing agreements include:
• financial covenants , under which the Company undertakes to comply with specific finan-
cial ratios, the most significant of which relate gross or net financial debt to EBITDA or Equity, measured on the Group’s consolidated perimeter according to definitions agreed with the
lenders;
• negative pledge commitments , under which the Company may not create security inter-
ests or other encumbrances over corporate assets;
• pari passu clauses , ensuring that the loans rank equally with other financial liabilities, and change -of-control clauses , triggered in the event of divestments by the majority share-
holder;
• limitations on extraordinary transactions exceeding certain thresholds;
47 Half-year financial report as of June 30, 2026 • issuer obligations , which may require prior notification to and approval by the lender for, inter alia, the distribution of reserves or capital, certain extraordinary transactions, or certain disposals or transfers of assets.
A detailed breakdown is presented below:
Mutuo CREDIT AGRICOLE (TXT) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 1,241,379 1,862,069 -620,690 Maturity more than 5 years - - -
Total 1,241,379 1,862,069 -620,690
Mutuo CREDEM (TXT) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years - 312,738 -312,738 Maturity more than 5 years - - -
Total 312,738 312,738 -
Mutuo BANCA POPOLARE DI MILANO (TXT) 30.06.2026 31.12.2025 Variazioni
Maturity 1 -5 years 263,429 785,996 -522,567 Maturity more than 5 years - - -
Total 263,429 785,996 -522,567
Mutuo CREDIT AGRICOLE (TXT) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 31,250,000 37,500,000 -6,250,000 Maturity more than 5 years - - -
Total 31,250,000 37,500,000 -6,250,000
Mutuo UNICREDIT (TXT) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 24,000,000 28,000,000 -4,000,000 Maturity more than 5 years - - -
Total 24,000,000 28,000,000 -4,000,000
Loan BANCA NAZIONALE DEL LAVORO SPA (TXT) 30.06.2026 31.12.2025 Variazioni
Maturity 1-5 years 13,333,333 15,555,556 -2,222,222 Maturity more than 5 years - - -
Total 13,333,333 15,555,556 -2,222,222
Loan CREDEM (TXT) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 6,497,554 7,517,401 -1,019,847 Maturity more than 5 years - - -
Total 6,497,554 7,517,401 -1,019,847
Loan INTESA SAN PAOLO SPA (TXT) 30.06.2026 31.12.2025 Variazioni
48 Half-year financial report as of June 30, 2026 Maturity 1 -5 years 20,312,500 23,437,500 -3,125,000 Maturity more than 5 years - - -
Total 20,312,500 23,437,500 -3,125,000
Loan BPER (TXT) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 11,503,340 13,701,658 -2,198,319 Maturity more than 5 years - - -
Total 11,503,340 13,701,658 -2,198,319
Loan UNICREDIT (TXT) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 18,750,000 - 18,750,000 Maturity more than 5 years - - -
Total 18,750,000 - 18,750,000
Loan SPARKASSE BANK (TERATRON) 30.06.2026 31.12.2025 Variazioni
Maturity 1 -5 years 423,536 423,536 -
Maturity more than 5 years 476,450 529,392 -52,942 Total 899,986 952,928 -52,942
Loan BPM (TXT e -Tech) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 2,187,500 2,812,500 -625,000 Maturity more than 5 years - - -
Total 2,187,500 2,812,500 -625,000
Loan (ENNOVA) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 4,813,756 4,559,912 253,844 Maturity more than 5 years - - -
Total 4,813,756 4,559,912 253,844
Loan (Imille) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 56,092 102,456 -46,364 Maturity more than 5 years -
Total 56,092 102,456 -46,364
Loan (Webgenesys) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 249,715 290,939 -41,224 Maturity more than 5 years -
Total 249,715 290,939 -41,224
Loan (Fasthink) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 117,518 - 117,518
49 Half-year financial report as of June 30, 2026 Maturity more than 5 years -
Total 117,518 - 117,518
Loan (NetMediaClick) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 92,029 - 92,029 Maturity more than 5 years -
Total 92,029 - 92,029
Loan (Haiku) 30.06.2026 31.12.2025 Variazioni Maturity 1 -5 years 62,546 - 62,546 Maturity more than 5 years -
Total 62,546 - 62,546
6.15. Employee Severance Indemnities (TFR) and Other Personnel -related Provisions
The item “Employee severance indemnities (TFR) and other personnel -related provisions” amounts to €9,634,161 as at 30 June 2026, mainly relating to liabilities towards employees of the Italian com-
panies within the Group.
The composition and movements of the TFR and Directors’ Severance Indemnity during the period were as follows:
Provision for post -employment benefits and other employee provi-
sions 31 December
2025 Allocations
and IAS Provi-
sion Uses / Pay-
ments Actuarial gains / losses and
other Financial
income /
charges Other changes
(Post -employ-
ment benefits for new companies) 30 June
2026
Post -employment benefits 9,598,478 240,225 (417,559) (72,762) 176,849 108,930 9,634,161 Total non -current provisions relat-
ing to employees 9,598,478 240,225 (417,559) (72,762) 176,849 108,930 9,634,161
The employee severance indemnity (TFR), amounting to €9,634,161 as at 30 June 2026 (€9,598,478 as at 31 December 2025), has been measured as a defined benefit plan.
The reconciliation between the TFR provision calculated in accordance with Italian civil law and the amount recognised in the financial statements under IAS 19 is presented below:
giu-26 dic-25
Provision for post -employment benefits 10,301,589 10,103,583 Current cost (266,409) (388,619) Financial charges 176,849 253,277 Actuarial differences (72,762) (227,455) Actuarial differences following acquisitions 0 (4,934) Retained earnings (505,105) (137,374) Total 9,634,161 9,598,478
50 Half-year financial report as of June 30, 2026 For the calculation of the present value of the Employee Severance Indemnity (TFR), the following assumptions were used regarding the future trend of the variables included in the calculation al-
gorithm:
• Mortality probabilities were derived from the Italian population, broken down by age and gender, as recorded by ISTAT in 2000, and reduced by 25%.
• For the probability of elimination due to absolute and permanent disability of the employee —i.e., becoming disabled and leaving the company population —disability tables currently used in rein-
surance practice were applied, broken down by age and gender.
• For the retirement date of the generic active employee, it was assumed that the first of the pen-
sion requirements valid for the General Mandatory Insurance scheme would be reached, assum-
ing that employees began contributing to INPS no later than at age 2 8. This valuation incorporates the changes to retirement age introduced by the Monti reform at the end of 2011.
• For the probabilities of leaving employment due to resignations and dismissals, a turnover rate of 8% per year was observed for the employee population at the valuation date.
• For the probability of requesting an advance in the companies under review, an annual frequency of advances equal to 2.00% was estimated, with the amount of the advance equal to 70% of the residual TFR held by the company.
The estimated salary growth rate, equal to 2.00% per year on a nominal all ‑inclusive basis, affects the valuation of all companies that do not transfer accrued TFR to the INPS Treasury Fund. A 2.00% annual inflation rate was used as the estimated inflation rate for the valuations.
A discount rate of 4.0216% per year was used for the valuations, as determined at June 30, 2026, based on bonds issued by European companies with AA rating and maturities of 10+. The average duration of the liability was calculated at 13.3 years.
The table below shows the potential effects on the TFR resulting from an increase or decrease in certain “key” variables used in the actuarial calculation, and the corresponding absolute values that the liability would assume under the different alternativ e scenarios compared with the base
scenario:
Sensitivity analysis as at 30 June 2026 % Change in liabilities
(DBO)
Type of change for the specific assumption Decrease Increase Decrease Increase Decrease or increase of 50% in company staff turnover -1.09% 0.72% 9,529,149
9,703,527
Decrease or increase of 50% in frequency of ad-
vance payments -0.88% 1.10% 9,549,380
9,740,137
Decrease or increase of inflation by one percent-
age point -0.73% 0.75% 9,563,832
9,706,417
Decrease or increase of discount rate by one percentage point 1.73% -1.68% 9,800,832
9,472,307
6.16. Provisions for Risks and Future Charges
The provision for risks and future charges amounts to €12,162,098 (€972,098 as at 31 December
51 Half-year financial report as of June 30, 2026 2025). The increase is due to an accrual of €11,190,000 arising from a tax audit conducted by the Italian Revenue Agency on the subsidiary TXT Assioma, initially concerning the 2024 tax year and subsequently extended to the 2021, 2022 and 2023 tax years. T he audit focused on transactions carried out during the years under review with two suppliers, who were later found to have en-
gaged in activities detrimental to the tax authorities and to the subsidiary itself. The estimated amount includes additional taxe s, reduced penalties and interest.
For further details, reference is made to the press release published on 28 July 2026 on the Com-
pany’s website.
6.17. Current Financial Liabilities
Current financial liabilities amount to €78,539,378 (€69,069,049 as at 31 December 2025).
Current financial liabilities 30 June 2026 31 December 2025 Change Bank loans 66,896,629 57,595,508 9,301,121 IFRS 16 loans 6,710,259 6,105,351 604,908 Earn - Out NOVIGO 300,000 500,000 (200 ,000) Earn -Out FastCode 299,604 299,604 0 Earn -Out Fasthink 200,000 - 200,000
Earn -Out FOCUS PLM 92,000 92,000 0
Earn -Out ValorPlus - 150,000 (150,000)
Earn -Out NETMEDIACLICK 1,694,703 - 1,694,703
Earn -Out PRO20 1,000,000 - 1,000,000 Payables to EU partners 237,342 379,577 (142,235) Invoices advances 1,108,842 3,947,009 (2,838,167) Total current financial liabilities 78,539,378 69,069,049 9,470,329
Short -term portion of medium/long -term loans, mainly composed of:
• €3,150,565 on the loan granted by Crédit Agricole Italia S.p.A.
• €1,241,379 on the loan granted by Crédit Agricole Italia S.p.A.
• €925,079 on the loan granted by Credem • €1,031,563 on the loan granted by Banco BPM S.p.A.
• €12,500,000 on the loan granted by Crédit Agricole • €8,000,000 on the loan granted by UniCredit • €4,444,444 on the loan granted by Banca Nazionale del Lavoro • €2,027,119 on the loan granted by Credito Emiliano • €4,687,500 on the loan granted by Intesa Sanpaolo • €4,363,708 on the loan granted by BPER • €5,000,000 on the loan granted by UniCredit • Short -term bank borrowings / Denaro Caldo amounting to €14,400,000 • €105,884 on the loan granted by Sparkasse Bank to TeraTron GmbH • €1,250,000 on the loan granted by Banco BPM to TXT e -tech • €3,304,893 on loans granted to Ennova Group • €92,266 on the loan granted by UniCredit S.p.A. to Imille Srl • €79,806 on loans granted to WebGenesys
52 Half-year financial report as of June 30, 2026 • €50,364 on the loan granted to Fasthink • €106,027 on the loan granted to NetMediaClick • €36,468 on the loan granted to Haiku Other Current Financial Liabilities Current financial liabilities also include:
• Earn -Outs related to acquisitions amounting to €3,586,307 • IFRS 16 lease liabilities amounting to €6,710,259 , representing the portion falling due within
12 months
• The item Payables to EU partners , which includes financial liabilities payable to EU Partners
6.18. Trade Payables
Trade payables as at 30 June 2026 amount to €53,140,910, increasing compared with the balance as at 31 December 2025. Payables to suppliers are non -interest -bearing, entirely commercial in nature, and fall due within twelve months.
6.19. Tax Payables
Tax payables as at 30 June 2026 amount to €10,777,576, mainly referring to income tax liabilities of the Parent Company and the other Group companies.
6.20. Other Payables and Current Liabilities
Other payables and current liabilities as at 30 June 2026 amount to €61,549,056, compared with €57,168,239 as at 31 December 2025, and are detailed in the table below:
Sundry payables and other current liabilities 30 June 2026 31 December 2025 Change Other payables 6,344,540 5,415,804 928,736 Accrued expenses and deferred income 12,099,384 10,214,979 1,884,405 Advance payments for multi -year orders 10,611,990 12,227,206 (1,615,216) Payables due to social security institutions 7,734,199 8,569,550 (835,351) Payables due to employees and external staff 24,758,943 20,740,700 4,018,243 Sundry payables and other current liabilities 61,549,056 57,168,239 4,380,817
The item “Other payables” mainly includes payables to the tax authorities for withholdings on em-
ployees and contractors, VAT payables, as well as payables relating to the reporting of costs for ongoing projects and funded research projects.
The item “Accrued expenses and deferred income” essentially refers to adjustments of mainte-
nance and service invoices, made in order to recognise only the revenues pertaining to the period.
The item “Advances on multi -year contracts” includes advances received from customers for con-
tracts currently in progress.
53 Half-year financial report as of June 30, 2026 The item “Payables to employees and contractors” includes payables for salaries and wages re-
lating to June 2026, as well as payables for accrued but unused vacation.
7. Income Statement 7.1. Total revenues and other income
Consolidated revenues and other income for the first half of 2026 amount to €228,044,332, an in-
crease of 20.6% compared with the first half of the previous year, as detailed below:
30 June 2026 30 June 2025 Change Change % Revenues and other income 228,044,332 189,095,092 38,949,239 20.6% Total 228,044,332 189,095,092 38,949,239 20.6%
A disaggregation of revenues into categories that substantially reflect how the nature, amount, timing and any uncertainties affect the recognition of revenues and related cash flows, as well as an analysis of the changes and trends compared with the first half of the previous year, is provided in the “Management commentary on performance in the first half of 2026”, to which reference is made for further details.
7.2. Purchases of materials and external service
Purchases of materials and external services for the first half of 2026 amounted to €98,616,402, increasing compared with the first half of 2025, when they totalled €71,635,118.
The breakdown of this item is presented below:
30 June 2026 30 June 2025 Change Consumables and resale items 17,895,218 14,967,617 2,927,601 Technical consulting 31,401,605 24,833,246 6,568,359 Travel expenses 2,537,797 2,171,721 366,076 Utilities 890,774 889,737 1,037 Media & marketing services 1,041,803 1,379,653 (337,850) Maintenance and repair 992,913 786,409 206,504 Canteen and ticket services 1,423,031 1,239,978 183,053 Administrative and legal services 24,102,517 16,196,941 7,905,576 Directors' fees 1,930,133 1,363,151 566,982 Subcontractors 16,400,611 7,806,665 8,593,946 Total 98,616,402 71,635,118 26,981,284
In relation to consolidated revenues, the incidence of purchases of materials and external services amounts to 32.38%.
54 Half-year financial report as of June 30, 2026 7.3. Personnel costs
Personnel costs for the first six months of 2026 amount to €92,232,884, increasing by €5,138,462 compared with the first half of 2025. The Group’s employees as at 30 June 2026, excluding directors and external contractors, total 3,493 units (3,412 units as at 30 June 2025).
7.4. Other operating costs
Other operating costs for the first half of 2026 amount to €2,993,861, increasing by €170,066 com-
pared with the corresponding period of 2025. This item mainly includes expenses for various rentals not subject to recognition under IFRS 16, as well as miscel laneous operating charges (this latter category includes contingent liabilities and deductible taxes).
30 June 2026 30 June 2025 Change Passive charges and non ‑existent items 935,958 1,270,418 -334,460 Vehicle lease expenses 250,039 152,009 98,030 Other taxes (non ‑income taxes) 130,803 192,139 -61,336 Other rents and rentals 335,272 356,363 -21,091 Contingent liabilities 1,236,753 760,052 476,701 Fines and penalties 58,099 35,500 22,599 Magazine and subscription expenses 46,937 57,314 -10,377 Total 2,993,861 2,823,795 170,066
7.5. Amortisation
Amortisation of intangible and tangible assets as at 30 June 2026 amounts to €12,414,658, showing an increase of €4,925,470 compared with the same period of the previous year. The increase is mainly attributable, for €2,244,915, to the amortisation of Customer Relationship and Intellectual Property assets r ecognised following the Purchase Price Allocation (PPA) process related to the acquisitions carried out.
These amortisation charges have been calculated on the basis of the useful life of the asset or the capitalised cost and its utilisation during the production phase.
7.6. Impairment of receivables included in current assets The impairment of receivables included in current assets amounts, as of June 30, 2026, to €1,708,179 (€129,666 as of June 30, 2025). The increase in this item derives from the impairment of the VAT credit of the subsidiary TXT Assioma for €1,512,488. As pa rt of the tax audit to which the company was subjected, as communicated on July 28, 2026, the Group reassessed the recoverability pro-
spects of the residual tax credit accrued in 2024, proceeding with its impairment in accordance
55 Half-year financial report as of June 30, 2026 with the expected credit loss (ECL) model required by IFRS 9, consistent with the Group’s policies on financial impairment.
In the absence of a specific accounting standard applicable to this case — as it falls outside the scope of both IAS 12 and IAS 20 — the Group applied the hierarchy set out in IAS 8, identifying IFRS 9 as the relevant accounting standard and therefore clas sifying such tax credits within the cate-
gory of financial assets.
7.7. Provisions for risks and charges Provisions for risks and charges amount to €11,190,000 as at 30 June 2026 (€0 as at 30 June 2025).
For further details, reference is made to note 6.16 “Provision for risks and charges”.
7.8. Financial income and expenses
The negative balance between financial income and financial expenses as of June 30, 2026 amounts to €4,450,687, compared with a negative balance of €3,939,534 at the end of the first half of 2025. This change is mainly due to bank interest expenses, equal to €3.6 million as of June 30, 2026, and other financial expenses, amounting to €1 milli on, net of the positive balance of in-
struments measured at fair value (€0.1 million as of June 30, 2026) and other income (€0.4 million), mainly attributable to the reversal of earn -outs related to acquisitions.
The breakdown of financial income and expenses as at 30 June 2026 is summarised below:
30.06.2026 30.06.2025 Change Interest income from banks 29,693 - 29,693 Gains from instruments measured at fair value 52,227 189,841 (137,614) Other financial income 416,791 373,138 43,653 Total financial income 498,710 562,979 (64,269) (3,648,961) (2,356,713) (1,292,248) Interest expenses to banks - (360,000) 360,000 Losses on the Banca del Fucino investment (1,015,808) (718,046) (297,762) Other financial expenses (176,849) (123,300) (53,549) TFR discounting interest expense (150,733) (129,378) (21,355) Share of results of associates 42,954 (815,076) 858,030 Foreign exchange gains (losses) (4,949,398) (4,502,513) (446,885) Total financial expenses (4,450,687) (3,939,534) (511,153)
7.9. Share of results of associated companies
The negative balance of €150,733 refers to the share of the results attributable to the companies Reversal SIM, TXT Healthprobe and TXT Media .
56 Half-year financial report as of June 30, 2026 7.10. Income taxes
Income taxes as at 30 June 2026 amount to €5,459,450, detailed as follows:
30 June 2026 30 June 2025
Change
Total current taxes 7,072,596 6,708,721 363,875 Previous years' taxes 75,035 267,477 (192,442) Total deferred tax assets (49,678) (1,151,550) 1,101,872 Total deferred tax liabilities (1,638,503) (722,004) (916,499) Total taxes 5,459,450 5,102,644 356,806
Deferred and prepaid taxes correspond to the change in the related balance sheet items, except for those that had no impact on the income statement, such as taxes on the value of hedging instruments for cash flows linked to mortgage interest.
8. Seasonality of operating segments
The sectors in which the TXT e -solutions Group operates are not subject to seasonality in opera-
tions .
9. Related -party transactions
The following are considered related parties for the TXT e -solutions Group:
a) Entities that, directly or indirectly, including through subsidiaries, trusts or intermediaries:
• control TXT e -solutions S.p.A.; • are under common control with TXT e -solutions S.p.A.;
• hold an interest in TXT e -solutions S.p.A. such as to exercise significant influence.
b) Companies associated with TXT e -solutions S.p.A.
c) Joint ventures in which TXT e -solutions S.p.A. participates.
d) Key management personnel of TXT e -solutions S.p.A. or of its parent company.
e) Close family members of the parties referred to in points a) and d).
f) Entities controlled, jointly controlled or significantly influenced by any of the parties referred to in points d) and e), or in which such parties hold, directly or indirectly, a significant interest, in any case not less than 20% of voting rights.
g) A supplementary pension fund, collective or individual, Italian or foreign, established for the ben-
efit of employees of TXT e -solutions S.p.A. or any other related entity.
The following tables show the total values of transactions carried out with related parties.
Commercial relationships
Commercial relationships with related parties of the Group refer exclusively to the remuneration paid to directors and key personnel.
As of 30 June 2026 Receivables Payables Costs Revenues
TXT MEDIA 9,937
57 Half-year financial report as of June 30, 2026 Paydo 870 436 Reversal 17,426 1,926 Amministratori e personale rilevante 249,179 565,863 Total as of 30.06.2026 28,234 249,179 565,863 2,362
As at 31 December 2025 Receivables Payables Costs Revenues TXT Healthprobe S .r.l.
LAS LAB S .r.l.
Simplex S .r.l.
PayDo S .r.l. 14,976 1,101 277 Reversal S .p.A. 23,308 8,392 10,456 Amministratori e personale rilevante 707,179 1,445,135 Total as at 31.12.2025 38,284 716,672 1,445,135 10,733
Rapporti di natura finanziaria
Financial relationships with related parties as at 30 June 2026 are reported below, showing the amounts connected to financial transactions with related entities.
As of 30 June 2026 Receivables Payables Costs Revenues
TXT MEDIA 634,090 9,937
TXT Healthprobe S .r.l. 682,652 Laserfin S .r.l. 881,796 Total as of 30.06.2026 1,316,742 881,796 - 9,937
As at 31 December 2025 Receivables Payables Costs Revenues TXT Healthprobe S .r.l. 652,652 -
PayDo S .r.l. 586,659 - - 13,297
TXT M EDIA 384,090 -
Laserfin S .r.l. - 1,234,967 - -
Total as at 31.12.2025 1,623,401 1,234,967 - 13,297
10. Segment Reporting
For financial ‑reporting purposes, the text can be rendered in English with a tone fully aligned to a half‑year financial report:
For management purposes, the Group is organized into three Business Units, based on the final application of the products and services provided.
The main economic figures broken down by business segment are as follows:
(Amounts in thousands of €) Software En-
gineering Smart Solu-
tions Digital Advi-
sory Not allo-
cated Total H1 2026
58 Half-year financial report as of June 30, 2026
REVENUES 137,289 50,448 40,308 228,045
Direct costs 96,804 19,771 27,981 144,556
GROSS MARGIN 40,485 30,677 12,327 83,489
Research & Development costs 4,044 7,639 823 12,506 Sales costs 12,195 6,049 3,648 21,892 General & Administrative costs 8,073 4,363 2,454 14,890
GROSS OPERATING RESULT (EBITDA) 16,173 12,626 5,402 34,201
Depreciation of tangible assets 4,020 799 888 5,707 Amortization of intangible assets 2,339 3,778 591 6,708 Impairments 1,601 41 66 1,708 Provisions 11,190 0 0 11,190
OPERATING PROFIT (EBIT) (2,977) 8,009 3,857 0 8,888
Extraordinary / financial income (expenses) (4,300) (4,300) Share of profit (loss) of associates (151) (151)
PROFIT BEFORE TAXES (EBT) (2,977) 8,009 3,857 (4,451) 4,438
Taxes (5,459) (5,459)
NET PROFIT (2,977) 8,009 3,857 (9,910) (1,021)
During the six ‑month period ended June 30, 2026, the Group’s consolidated revenues included transactions with a customer operating in the Aerospace sector that exceeded the 10% threshold required by IFRS 8.34. Revenues from this customer accounted for approximately 12% o f consoli-
dated revenues for the period, attributable mainly to the Software Engineering segment and, to a lesser extent, to the other two segments.
International revenues overall represent 14.8% of total revenues for the first half of 2026.
11. Total financial indebtedness
The European Securities and Markets Authority (ESMA) published on 4 March 2021 the Guidelines on disclosure requirements under EU Regulation 2017/1129 (“Prospectus Regulation”). With “Richiamo di attenzione n. 5/21” dated 29 April 2021, CONSOB announced it s intention to align its supervisory practices on net financial position with the ESMA Guidelines. In particular, CONSOB stated that prospectuses approved from 5 May 2021 onwards must comply with these ESMA Guide-
lines.
Accordingly, under the new provisions, listed issuers must present, in the notes to annual and half-year financial statements published from 5 May 2021, a new schedule on indebtedness pre-
pared in accordance with paragraphs 175 and following of the ESMA Gui delines.
The ESMA Guidelines introduce the following main changes to the indebtedness schedule:
• the term “Net financial position” is replaced by “Total financial indebtedness”; • non -current finan-
cial indebtedness must also include trade payables and other non -current payables, i.e. non -in-
terest -bearing liabilities that nonetheless contain a signif icant implicit or explicit financing com-
ponent (for example, payables to suppliers with maturities exceeding 12 months); • within current
59 Half-year financial report as of June 30, 2026 financial indebtedness, the current portion of non -current financial indebtedness must be pre-
sented separately; • “financial debt” includes interest -bearing debt, which also comprises financial liabilities relating to short -term and/or long -term lease contracts. Disclosure on lease liabilities must be prov ided separately.
For further details regarding changes in the Group’s net financial position, reference is made to the “Management commentary for the first half of 2026”.
12. Other significant events of the period and subsequent
events
Reference is made to the section “Significant events after the end of the period and foreseeable developments in operations” included in the Directors’ Report. .
13. Attestazione sul bilancio consolidato semestrale abbre-
viato
pursuant to Article 81 -ter of Consob Regulation no. 11971 of 14 May 1999, as subsequently
amended
The undersigned Enrico Magni, as Chairman of the Board of Directors, and Marcello Bussolin, as Manager responsible for preparing the corporate accounting documents of TXT e -solutions S.p.A., certify, also taking into account the provisions of Article 154 -bis, paragraphs 3 and 4, of Legislative Decree no. 58 of 24 February 1998:
• the adequacy, in relation to the characteristics of the company, and • the effective application of the administrative and accounting procedures for the preparation of the condensed consolidated half-year financial statements as at 30 June 2026.
The assessment of the adequacy of the administrative and accounting procedures for the prep-
aration of the condensed consolidated half -year financial statements as at 30 June 2026 was based on a process defined by TXT in accordance with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents a generally accepted international reference framework.
It is also certified that the condensed consolidated half -year financial statements as at 30 June
2026:
• correspond to the results of the books and accounting records; • are prepared in accordance with the International Financial Reporting Standards adopted by the European Union and with the measures issued pursuant to Article 9 of Legislative Decree no. 38 /2005; • are suitable to provide a true and fair representation of the financial position, results of operations and cash flows of the issuer.
60 Half-year financial report as of June 30, 2026 The interim management report includes a reliable analysis of the significant events that occurred in the first six months of the year and their impact on the condensed half -year financial state-
ments, together with a description of the main risks and uncer tainties for the remaining six months of the year. The interim management report also includes a reliable analysis of information on significant related -party transactions.
The manager responsible for preparing The Chairman of the Board of Directors corporate accounting documents
Marcello Bussolin Enrico Magni
Cologno Monzese , 6 August 2026
61 Half-year financial report as of June 30, 2026
TXT e -solutions S.p.A.
Report on review of the half -yearly condensed consolidated financial statements at 30.06.202 6
Crowe Bompani Assurance Services SpA Member Crowe Global Via Leone XIII, 14
20145 Milano
Tel. +39 02 45391500
info@crowebompani.it
www.crowe.com/it/crowebompani
REPORT ON REVIEW OF THE HALF-YEARLY CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
To the Shareholders of TXT e -Solutions S.p.A.
Introduction
We have reviewed the accompanying half -yearly condensed consolidated financial statements of TXT e -solutions S.p.A. and subsidiaries (TXT e -solutions Group), which comprise the statement of financial position as of June 30 ,2026and the income statement, statement of comprehensive income, statement of changes in equity and 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-yearl y 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 re view 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 conducted in accordance with International Standards on Auditing (ISA Italia) and consequen tly 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.
Conclusio ns
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 TXT e -solutions Group as at June 30 ,2026are 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.
Milan , August 6, 202 6 Crowe Bompani Assurance Services SpA
Alessandro Rebora
(Partner )
This review report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative