Tinexta SpA

Tinexta SpA

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Q4 FY2025 · Earnings Call TranscriptMarch 5, 2026

Operator

Good afternoon. This is the Chorus Call conference operator.

Welcome, and thank you for joining the Tinexta Group Consolidated Results at 31st December 2025 Presentation. As a reminder, all participants are in a listen-only mode.

After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone.

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

Please go ahead, sir.

Josef Mastragostino

Thank you, operator. Good afternoon, everyone, and good morning to the folks connected from overseas.

This is Tinexta's fiscal year '25 results. Here with me today, Oddone Pozzi, Group Chief Financial Officer.

As a reminder, all documents related to the 2025 financial results are available for download on the Investor Relations sections of our company website. You can connect to this call and to all other documents via QR code at the end of this presentation.

Let's now turn to page three. For the purpose of this call, I will kick it off with the executive summary and business highlights.

Oddone will review the fiscal year '25 financial results. I then will follow up with the BU outlook, and Oddone will wrap it up with 2026-2028 business plan targets.

At the end of the call, we will be available for a Q&A session. Upon completion of this call, an audio recording will be available on our company website.

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

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

At the same time of the closing of the transactions, triggering the launch of a mandatory takeover at a price of €15 cum-dividend per share, as well as the renewal of the Board of Directors, which was appointed by the shareholders' meeting back in December of '25. At this point, maybe some of the most important elements for your information, they're all highlighted on this slide, and they're all available on the website.

The offer document has been approved by Consob on February the 19th with an acceptance period starting on February the 23rd. Just as a reminder, the accepting period will last for 20 trading days and will end on March the 20th, 2026.

Let's turn to page six. Before I go over fiscal year 2025 figures, I would like to remind you that, in accordance with IFRS, the Defence Group's contribution, as of December 31st, 2025, is classified in the income statement and balance sheet under discontinued operations and assets held for sale.

This reclassification is also reflected in fiscal year '24 comparative data. Oddone will give you more detailed explanation of the deconsolidation process, while giving you an in-depth analysis of the financial results for the year.

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

Free cash flow on an adjusted basis from continuing operation was €70 million, growing 60% versus fiscal year '24. Cash generation was reflected in the decrease in the net debt, which came in at €240 million versus the €322 million recorded in fiscal year '24.

Net debt in fiscal year '25 also includes positive effects of Tinexta Defence deconsolidation, around €89 million in accordance IFRS. Leverage ratio sits at 2.33 times at the end of the year.

It is important to note that results came in line with the preview already issued on January the 22nd of 2026. Turning to page seven.

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

Results were in line with the preview, as we just said. Revenues were €457 million, growing close to 4%, and EBITDA adjusted was €103 million, or declining around 3%, with a margin of 22.6%.

The growth shown in Digital Trust was more than offset by slowdowns in Cybersecurity and Business Innovation. EBITDA on a reported basis came in at €90.8 million with a 19.9% margin.

EBIT adjusted came in at €63 million, negative fit by €68 million on a reported basis due to impairment of goodwill related to acquisition. Again, Oddone will provide much more color on this later.

As mentioned a few slides ago, net profit adjusted from continuing operations came in at €35.5 million, negative €57.9 million on a reported basis. Net profit attributable to discontinued operations was equal to positive €12.1 million.

The change in net financial debt to around €240 million is mainly attributable to cash flow generation, as well as positive impacts from put adjustments, and as previously mentioned, the deconsolidation of Defence Group. Free cash flow adjusted from continuing operation was €70.4 million versus the €43.7 million recorded in the prior year, due to lower capex and cash taxes paid during the period.

On a divisional basis, on the center part of the slide, Digital Trust revenues grew by 7%, with EBITDA adjusted coming in at 5.6% and a margin of 31.2%, extremely healthy margin, mostly in line with the prior year. Cybersecurity revenues fell by 3%, with EBITDA adjusted decreasing by 4% and EBITDA margin at 13.9%.

In terms of BI, revenues grew by 3%, with a significant decrease both in EBITDA adjusted, minus 15, as well as marginality, which came in at 24%. Finally, I would like to provide a brief overview of some of the key updates on the bottom.

As we said, maybe it's worthy of mention the fact that the board unanimously approved the issuer's statements regarding the MTO and deemed, also on a unanimous basis, the offered price fair from a financial standpoint. I will now leave the floor to Oddone to provide more details on fiscal year '25 results.

Oddone Pozzi

Hello. Good afternoon, everybody.

As already mentioned by Joseph, let's move now to page 10 before entering into the analysis of '25 results. As mentioned by Joseph, following the DPCM of December 24th, we went through a different accounting for Tinexta Defence following the IFRS 10.

Basically, the company has been deconsolidated since Day 1 and also has been restated the financial figures of the year 20 at the end of '24. Basically, at the end of '24, you will see as an asset available for sale, while at the end of '25, this asset available for sale has been accounted at short-term cash.

It means that is an asset held for sale, but following the prescription of the DPCM that was stating that the company would have put on sale immediately, in a short term after the move out from the control of Tinexta, basically, the correct accounting is reporting this within the net financial position as a positive asset. When the company will be definitely sold and we will cash in, we will move from credit financial receivable short-term directly to cash.

This is very important. Everything has been restated, all figures are really comparable, the new perimeter, as already shared with the market, is the full perimeter without Defence Tech.

As already mentioned by Joseph, the year ended with a revenue growing around 3%, below our expectation, but still positive on organic basis, while the EBITDA went down almost 3% and also the adjusted EBITDA, and also that net profit before adjustment has declined compared to previous year. Overall, the EBITDA adjusted closed at €103 million with an adjusted EBITDA margin at 22.6%, reducing compared to previous year.

The net profit reported is negative by 48 €45.8 million, I would say 70 of this driven by impairment and related adjusted on the put and the earn-out position. Very positive has been the free cash flow during the year, the extreme discipline in working capital management, as well as already anticipated to the market of a much more rigorous management of the capex allow the company to deliver 70 without the contribution of Defence Tech, seven more than €70 million from continued operation of adjusted free cash flow, in very important growth compared to the €44 million of the previous year.

What happens to the P&L? We can walk through at page 12.

Basically, as I stated, the revenues went up mainly I would say in two of the three divisions, with the pace lower than one expected, but still growing, while we recorded a declining revenue in Cybersecurity. In term of costs, overall, the costs of service and our cost was handled more aligned with previous year, also with an improvement in term of cost on the revenue, but this occurred mainly in commercial and G&A cost, while the third-party cost related to delivery of the business has increased quite significantly, as well as the increase, of course, of salaries and personal cost went up quite significantly at 9%, and this was occurred especially in Digital Trust and in Business Innovation activity.

This has been mainly the driver of the decline in term of EBITDA that impacted the results. Other non-recurring cost were aligned with previous year, while in the depreciation, amortization, and impairment, you have seen here a significant increase.

As during the year, already in June and September, some impairment has been recorded, following the weak development of activities in basically three companies that are all foreign companies, like ABF primarily, and then also Certis Europe and Ascertia in Digital Trust. During Q4, we had a shortfall in success rate of activity of ABF that led us, at the end of the day, to the decision to develop a much more prudent plan compared to the previous one, as the continuous decline of the success rate, driven by the very difficult financial situation in France, where the contribution to innovation to the companies has been significantly reduced, has driven to, like I said, to deliver a much more prudent plan, and this obviously has impacted the fair value of the company.

This is the reason why we had to run a full impairment of around €70 million in ABF. Further, let's say, impairment occurred in Ascertia, also here driven by a weak Q4 that, again, led us to produce a much more prudent plan.

We had also a minor adjustment also on fair value. The company is still increasing the performance compared to previous year, but again, also here, the level of the plan that has been developed drove to an adjustment of €6 million.

On the other side, we had €23 million of positive impact in financial charges between financial charges and financial income, because basically, while we were reducing the level of the fair value of the company, also the level of the put and earn-outs has been reduced by €23 million. Overall, we can say that all the adjustment to the balance sheet of the group has driven an impact of €70 million, and this is the exactly the difference from the positive of 30 of €35 million compared to the negative of €40 million.

These are the main drivers of the results. You may see also that the net profit of discontinued operation of Defence Tech has been recorded here.

This is the combination of two different things stated in our relazione. Basically, 3.6 is the results of the '25 year of Defence Tech, while the remaining portion is recovery of the previous devaluation that we ran when we were during the public offer.

This is the results of the company. In the following page, at page 13, you have here basically the adjusted figures, taking out all the non-recurring operation, and I would say that at level of EBITDA has been already explained.

The level of amortization of other intangible assets from consolidation, it means from PPA, has been aligned with the previous year. I also went through the commentary of the €93 million of impairment, as well as the 2.1 combined to the 20 the 2.1 combined to the 21.4, that is the benefit that we get on puts and earn.

If we move to page 14, you may see here in one single page basically the trends that I already anticipated to you before working into much more details. Digital Trust has a growth in the range of 7% in term of revenue, only 6% in term of margin.

Cybersecurity went down 2% in the revenue, being able to keep the decline of the EBITDA at 4%, while Business Innovation had a very, very weak year, mainly driven by cost management, cost and personal costs management. Digital Trust, overall, if we move to page 15, Digital Trust mainly delivered a revenue of 7% growth, that is slightly below our original expectation.

Overall, we may say that this has been mainly driven by the not positive performance from Ascertia. If we take out Ascertia, we may say that overall, the company was able to grow in term of revenue, in profitability compared to the previous year, not at all far from the expectation.

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

In Cybersecurity, the performance has been not aligned at all with the expectations. The company was not able to keep the level of revenue of the previous year, especially we were facing in Security Solution area a lack of capability to penetrate the customer and the market, and also, we had a lack of profitability in some area of the activity.

We were able more or less to keep the level of revenue in the digital portion, mainly helped by some sales in proprietary product, basically the email that is one of the most specific part of this business. At the end, in combination of the two, the company was not able to achieve their revenue targets and still not even achieved the same level of revenue of the previous year.

The company worked quite a lot on costs, especially on labor costs, that went down compared to the previous year a couple of million. Here, talking about around €45 million of personnel costs, they went down, they were also able to recover the natural cost growing of the inflation related to the personnel cost.

This was not enough to keep the profitability that was missed compared to previous year of around 4%, keeping the same level of EBITDA margin, around 14%, but still not achieving what committed at the beginning of the year. In Business Innovation, we talked several times during the year, even last time when we issued the guidance, the management of the group had knew from few days that a new issued rules for Industry 5.0 could have hitted significantly the profitability of the company.

At that time, we were only in a position to estimate a potential impact up to 3% of the profitability of the group, in term of EBITDA. Unfortunately, this occurred.

Basically, here definitely compared to the last projections, we have been hitted by the Industry 5.0 last-minute changing of the rule, but it has been clear that, overall, the company was able to deliver a slight increase in term of revenue, but in term of cost management, the company, that again, already missed €3 million-€4 million of revenue and profitability in last part of the year, without any opportunity to react in such a short term, but obviously, this is the results. In term of the French market, the situation is difficult.

At the end of Q3, the level of the success rate in this kind of business was around 36%. Last year, the Q4, that was extremely positive, with 50% of success rate, drove the results up to 42% of success rate, enabling the company to deliver €3 million, more than €3 million EBITDA.

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

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

In term of balance sheet, I already explained how has been dropped the net financial position, and how much is accounted for Tinexta Defence Group. Basically, this is already in the positive cash.

Nevertheless, the net financial position has been favorably impacted by the more than €70 million free cash flow, that is a very important achievement of the company. The company that has already distributed €20 million dividends overall during the year.

The net invested capital, obviously, has been declined, half of this relating to the write-downs of the goodwill of some companies, and the deconsolidation of the Defence Group, that brought the net invested capital below €600 million, while the goodwill now is €370 million. Obviously, we had also an impacted also into the shareholders' equity.

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

If we move to page 19, I think already commented on the net financial position. If I go to the free cash flow, I may repeat here that we were able to increase significantly the cash generation of the group, very strong discipline in net working capital management, where we improved significantly also in Business Innovation on top of other businesses.

We reduced invoice to be issued compared to the previous year. Also, we reduced the capex by €11 million.

Overall, this led us to this results. I think that's all.

I more or less explained what happened at page 20, and then I leave the floor again. Thank you.

Josef Mastragostino

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

Slide 22, let's start with Digital Trust. Digital Trust division is operating in the ever-evolving digital transaction management market, with established presence, as you all know, in primary EU countries.

Currently, changes in the DTM segments are mainly driven by developing regulations, both at EU level and national level. Just to mention some examples: EU wallet, e-invoicing requirements, as well as the acceleration of new technology such as artificial intelligence, which also highlights a need for stricter security measures.

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

In this context, e-invoicing remains a complementary market, also given the push from EU regulation towards mandatory adoption. We all remind the market that the deadline is by 2028, and the CAGR is, again, very interesting, '24-'28 expected, of around 16%.

One of the main challenges for players in this space is represented by the asymmetry in the digitalization among EU countries, which all have different levels of digitalization. The matrix on the right-hand side of the slide clearly encapsulates this concept, highlighting the potential for penetration in markets that showcase low digital maturity and higher potential market size, such as Germany and the UK, just to mention a few.

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

For Cybersecurity, let's turn to page 23. In that case, the division mainly operates in the domestic market in this case, providing both security solutions and system integration.

The Italian cyber market is expected to grow strongly from the €2.2 billion registered in '24 to around €4-plus billion in 2030, with CAGRs of around 11% '24-'30 expected CAGRs, that is, supported by more stringent regulatory requirements, in particular NIS 2, and growing risk awareness, leading companies to increase their security budgets in a context where global cyberattacks are on the rise. The news of these last few days make this a very strong point.

In this scenario, Tinexta Cyber acts as a very specialized player, mainly focusing on finance segments, navigating a fragmented yet competitive market environment. On the other hand, the system integration market instead is worth approximately €6.4 billion, and that instead is expected to remain stable in the same portion of time between '24 and 2030.

The market is characterized, again, by a very fragmented and competitive landscape, and this will represent obviously some opportunities in the near future. Let's now turn to page 24 and go over some key elements of Business Innovation.

Oddone provided a very, I would say, thorough analysis of what the year represented, but let's give some context here. Tinexta Innovation Hub is positioned, regardless of the performance of this year, as the leading Italian player in subsidized finance, for example, and that is based on revenue.

In particular, aside from subsidized finance, the company provides also advisory on European financing, sustainability and energy, corporate finance, innovation, internationalization, and digital marketing. Looking at the finance and grants, or F&G, segments in Tinexta Innovation Hub market, we can see the normalization of tax incentives and an overall reduction in the number of subsidized finance programs at a EU level in the next couple of years.

That is for sure. In Italy, the reduction in available funds, which we witnessed this year, combined with a decrease in deductable rates from the 40%-50% in '22 to the 10%/20% in '25, and the procedural complexity lowered the attractiveness of subsidized finance programs, such as Industry 4.0 and 5.0.

The evolving form of the 5.0, or the iperammortamento, could be, though, a driver for revenue in the next couple of years, already starting in '26. Definitely a nice look at that.

At a EU level, France continues to be unfortunately very penalized by political and economic instability, hindering public budgets and introducing stringent requirements for approval. Spain, on the other side, sees the expected reduction in RPP for the next few years.

In 2024, we decided also to introduce the advisory business line to expand the offering through a complementary product portfolio by diversifying revenues sources, implementing cross-selling, and leveraging twin transition. The advisory serviceable addressable market, also known as SAM, in Italy is expected to grow 9%, and that includes ESG, export, temporary export services, and digital marketing.

Let me now turn it to Oddone for the 2026 guidance and 2026-2028 business plan targets. Oddone?

Oddone Pozzi

Okay. Thank you, Joseph.

After the view from Joseph on markets and activities, let's try to look at the overall picture how we are shaping our plan for the group and from the different business unit for the next years. If we look at '26, I will go first by business unit.

Overall, I may say that this year we have taken a much more prudent approach in term of revenue, but mainly this also in term of costs. We are putting together a plan with much more adherence to the previous performance in term of revenue.

We need to stay aligned with the performance that the group has been able to deliver over the last couple of year in term of revenue. We decided, therefore, to adjust our cost basis in order to allow an EBITDA growth compared to the fact that this year, the like-for-like results has been lower than previous year.

For Digital Trust, the growth expected in '26 is in the range, in term of revenue, of 4%-6%. We do expect to leverage on this trying to have much more focus and discipline on the cost basis.

Therefore, we do expect to grow around 7%, that is higher than the performance we delivered, in term of growth, compared to what we delivered in '25. In term of Cybersecurity, we do not expect significant recovery of revenues.

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

Obviously, further discipline is expected, and we will continue to reduce cost in this area, that especially on third party, as well as a much more disciplined management of personnel costs. This could lead us to increase 15%-17%.

Again, we are talking about a significant percentage, but on a significant cost basis, because we are talking about €8 million. If we recover €2 million, it means to grow 50%.

We are not talking about a strong increase in term of absolute value, it's more a management of costs here. In term of Business Innovation, here the growth is still interesting.

We do expect to grow in term of revenue 6% 6%-7%. We do believe that, especially being able to grow also in the '25 despite of the negative impact of Industry 5.0, is driving us to think that we could be in the position to grow more than the 6% during the year.

Obviously, this revenue growth would be fueled mainly by the new regulation on what we call the iperammortamento that could allow the finance and grant business to recover revenue, but especially margins, as you know the rate, what is called aliquota here, is around 40%, despite the fact that this is an iperammortamento, an accelerated depreciation that is taken quite a long period. Nevertheless, here there is an opportunity.

Also, there is the opportunity on our finanza agevolata valutativa, where the positive performance of the subsidiary war and funding project has already achieved the fixed part of some project. As soon as the project will be completed, we will achieve, and this is expected during the '26, significant in term of revenue and profitability.

I would say that half of this growth should be reasonably secured. Obviously, is projected a partial recovery of 20 in '26 of ABF.

If we combine this which a much more disciplined cost management should allow us to recover the profitability, not at the level of '24, but much closer to '24 '24 results than to '25 results. We do expect still a capability of cash generation in the range of '25, if not even better.

This should lead us to a ratio between net financial position and EBITDA, as a group, in the range of 3.1 3.3. At combined level, obviously, the revenues are expected to grow 3%-4%, while the EBITDA adjusted, 7%-8%.

This is the projections for the '26. If we move to the three years plan, again, we do believe to be able to continue our path of group profitability at quite interesting pace, because we are talking about 7%-9% on a compound average growth rate, driven obviously with help of revenues growing in the range of 3%-5%, but fueled by the very extensive capability to handle third-party cost and personnel cost.

Cash generation is expected to continue very solid over the three years, capable to land in the range of two times the EBITDA. Finally, at BU level, as you can see here, there is no much more movement in the next two years, '27-'28, compared to the previous one.

Again, this is overall, basically, we do see Digital Trust capable to start to grow again at a very interesting path especially in profitability; Cybersecurity to recover and to improve three points of profitability, basically to land in the range of 16% 16%-17% EBITDA; and to bring, like I said, not yet back in absolute value to the results of '24, but still very close to '24 results for the business in Italy. This is all.

I completed my part, too, and then so I leave to Josef. I think now we have the Q&A part.

Josef Mastragostino

Yep. Thank you, Oddone.

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

Operator

Thank you. This is the Chorus Call conference operator.

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Gentlemen, there are no questions registered at this time. I turn the conference back to you for any closing remarks.

Oddone Pozzi

Thank you.

Josef Mastragostino

Thank you very much, and have a good evening.

Operator

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