Daniele Miccoli, CEO, TXT Group: Thank you, Andrea, for the introduction. Thank you, everybody. Welcome here for this presentation of H1 results of the TXT Group. It’s a summary. It’s the last one of the period, but it’s very positive for everyone listening. We just published and approved the result that this morning we approved during the board of directors, and the first semester of 2026 is another record, let’s say, results for the TXT Group. Total revenues EUR 228 million with a growth of 21% with the same, let’s say, period of the last year. The important thing to highlight is that the contribution of the acquisition is still not visible in the six months result and will have a stronger impact on the full year results, of course. But in the first half of the year, we did +19%, almost 20% of organic growth, like for like.

That is an additional EUR 35 million to the total perimeter that was present also last year. This is a very strong point of our strategy because, we implemented a strong execution of the strategy itself. Putting together different offering, different assets in front of the market, leverage on synergies, commercial one, delivery one, in order to deliver a bigger value for customers and of course, to all the stakeholders, including the investors that believe in our equity story. Strong organic growth and the other important KPI to highlight is that the EBITDA is growing faster than the top line. With 21% of the overall turnover growth, we registered a +24% of EBITDA growth. We closed the first semester with EUR 34 million of EBITDA, with a percentage of 15% of the revenue. +24% with respect to the same perimeter of the last year.

In terms of contribution, we are registering a good improvement in all the division of the group. The total 21% comes 20% from the Software Engineering division that goes from EUR 114 million to EUR 127 million. We have a strong growth in the Digital Advisory driven mainly by the public sector, industry from EUR 31 million to EUR 40 million, and we had a +14% in our Smart Solutions perimeter, EUR 44 million to EUR 50 million. There is, let’s say, the contribution of the new acquisition that is small because, it was, let’s say, mostly in the second quarter contribution. The consolidated values are still low in terms of total consolidated results. Mainly of this, let’s say growth is organic, driven by the value of the offering that we have in portfolio and the capability to leverage on synergies among the excellences that we have in the group.

EBITDA is growing 24% from EUR 27.5 million to EUR 34.2 million. There is a stronger growth of the strategic division of the group itself. Digital Advisory and Smart Solutions are contributing faster to the overall increase of the EBITDA. In particular, we registered a record, a very strong growth in terms of EBITDA of our Smart Solutions portfolio. Going through EUR 8.1 million towards EUR 12.6 million in EBITDA with a growth of +55%. Very strong. This is driven by the fact that this division is growing in terms of subscription and software licenses that we sell to customer. And some of the more mature Smart Solutions that we have in portfolio are giving very good margins as the growth is mainly margins, not only turnover, because the products are mature, the investment is already stable, and new business means new margins coming.

It’s fully with our strategy to have this kind of offering, stronger and with a good positioning to the market and also with the aim to open up for synergies with the other division in order to continue to grow in the overall top line of the group. Investments. We continue to invest. As said before, some of the products are more mature and requires less investment. But overall, we are still investing in new product lines and also internal startup like we did with the Infrawise. That is the new startup for artificial intelligence, for monitoring complex infrastructure and critical infrastructure. We continue to invest. Our first semester is EUR 13 million +6% with the same period of the last year, that are giving this contribution of growth, in terms of licenses and Smart Solutions positioning.

The total contribution of Smart Solutions is EUR 50 million in growth of 14% with the respect of the last year. International revenues are EUR 34 million. We continue to grow by keeping also the same percentage with respect to the overall group. That is 15% of the total. Let’s say the focus on sustainable debt is still confirmed. We recorded that EUR 113 million as net debt adjusted, and the adjustment is referred to our financial investment still in the bank that is still to be dismissed, is under dismissal but not yet dismissal. The other point is that we continue with our buyback program, and we have now treasury shares that at the end of the semester was evaluated more or less EUR 14 millions. Of course, last month, July, recorded a very strong growth of our stock price.

As far as today, also this value is increased due to the fact that also the stock price is rising in the last period. We are happy with this, of course. Looking to the industry, the different segments in which we are present, we are going better also than the forecasting that we put into the overall guidance. The total growth of 21% as a whole is driven and pushed, especially by the strategic areas for which we have half of the business, more or less. I’m speaking about public sector and aerospace and defense that are a strategic domain for which TXT is very well positioned. We are very good at delivering a good value to customers, and we are continuing to grow with new initiatives. This half of the business is also the business that has longer visibility.

It’s a sort of the risk to the overall results of the group because we still have a very strong backlog and very good visibility for the rest of the year, but of course also for the next one, two years. Because in this kind of segments, the projects are long-term, and we are engaged in most of the critical investments that Italy is doing as government investment for IT and in the defense arena, in which we are contributing on the main programs that are now in ramping up phase. There will be possibility to continue with this strong growth also on a short, of course, but also on a mid-term. Also, the other verticals are growing, are growing in a good way. Particularly important is the performance of the Telco that is included also the gaming part.

In particular, we are growing also better than the expectation in this area because the positioning of one of our companies with an important customer in the gaming industry that required a new investment and we follow these investments. We recorded the +18% for the Telco and gaming division. Industrial is growing 19%. Here, we have also the contribution of the acquisition of FasThink that we did in the first half of the year. There is a very strong growth because we are including the new business related to critical infrastructure monitoring by using AI that is reported within this vertical. Because it’s related to the offer that we have for the industrial IoT, we are growing for these two main reasons. FinTech is growing, a little bit less than the others, but almost on average with the expectation we had.

Because the initiative related to digital payments are shifting a little bit and we will get a better contribution, and we are planning and forecasting to have a better contribution of growth in the second half of the year. MarTech is also growing. Here, we have a contribution coming from the acquisition of NetMediaClick, even if consolidated just for 1 month. The strong point is that the overall offering in this domain is also positioning very well within the market itself, we recorded a +18% with respect to the same period of the last year. We confirm the guidance. We have an outlook, given the industrial plan, to have a growth organically of 15%. Of course, the first semester is stronger.

We plan maybe to have a little bit relax in the second half of the year, specifically for the public sector that started a lot of projects in the first half of the year, even if the guidance of +15% is more than reachable. We will do better, of course, than the guidance that we have, but still we confirm the guidance. The important thing is that we acquired, and I explain a little bit later, a new company that now is integrated and rebranded in TXT Digital Edge that will have a strong contribution in the second half of the year in terms of turnover. Our outlook for the pro forma revenues of 2026 is more than EUR half a billion. It’s a very strong driver for growth and strong results that we can have as a pro forma for 2026.

Of course, also the consolidated one, we confirm our guidance that will be better than EUR 470 million, and we overshoot also these results. We will be near to EUR half a billion also for a pro forma basis, also for a consolidated reported basis, not only as a pro forma one. We confirm also our vision of keeping sustainable growth, the growth will have a small or no impact on the overall EBITDA margin that is forecasted around 15%, means more than EUR 70 million also for 2026. Some, let’s say, updates about what happened in the last period from the last call that we had a few months ago, and in particular, the acquisition of and investment in a company that we acquired 1 month ago, more or less, beginning of July, which will be consolidated starting from the 1st of July.

Means in the full second half of the year. This investment was made because it was strategic. We already invested in this kind of offering that is very focused on cybersecurity, networking, and data centers. We started this, let’s say, initiative internally in a company already present in the group. We were looking for a new company to add in our ecosystem in order to accelerate the growth, because we already positioned ourself, but in order to scale up rapidly, we strategically decided to look for a target, invest in the target, merge the business that we already started in TXT and have a focus on this domain. We individuated a target. We acquire the target itself and rename the target TXT Digital Edge. That will be the new company of the group that will deliver value for networking, data center, and cybersecurity.

The company we acquired brings also contracts and business for the verticals in which we are already, tech and banking and finance, but open up also opportunity for energy utilities. That is a domain for which, in the past, we were very, let’s say, narrow in terms of offering and presence. We think that this investment, it’s a boost in order to contribute, to continue to grow and generates also opportunity for upselling and cross-selling other solution towards markets in which we were present but not so strongly. TXT Digital Edge generated in 2025, more or less, EUR 50 million. We think that, and we are working in order to implement commercial synergies and operational efficiency, and we plan to consolidate for the second half of the year at least EUR 30 million in revenues and EUR 3 million of EBITDA.

It’s a strong contribution to overall results of the group itself. Let’s say, the business plan we are working on is a plan, let’s say, supported by the backlog that is already in the company and was previously in TXT to have this, let’s say, overall offering cover EUR 80 million of revenues and EUR 8 million of EBITDA in 2027. The enterprise value for the investment was about EUR 7 million, in EUR 5.9 million in equity and EUR 1 million of assumed net financial position. Means that also the company is a value for money because the company entered and needed some restructuring. We already did it, we will integrate a fully, let’s say, clean company that will improve margins and will deliver value for the group and for all the stakeholders. I want also to inform you not too many positive, let’s say, information and news.

We had some also drawbacks. In particular, we announced last week or 10 days ago, very recently, an impact related to our net financial position due to the tax position of a subsidiary. In particular, we deliberate, and we, as a board, decided to approve, let’s say, a settlement of a tax position, tax audit that we received from the tax regulatory, let’s say, Italia Regulation Tax Office about a subsidiary. This, let’s say, audit was related to an initiative of the subsidiary, very focused on a period of time already passed and closed. We started in end of 2021, an initiative of business growth in terms of also international business of the subsidiary itself, initiative that started in 2021 and ended in 2024.

They took tax, let’s say, regulation. The tax office claim, let’s say, some, let’s say, not regular, let’s say, movement, specifically due to some patterns that we had in this initiative itself. We were involved, but our subsidiary is fully out of this kind of, let’s say, irregular behavior of our partners itself. Of course, in these moments, we have to decide and do a risk assessment to settle or to open up to possible measure risk with new, let’s say, investigation and other things since the initiative was completely closed and passed, finished.

The fact that we have a strong cash generation and strong result for this year, as a board, we decided in order to be more, let’s say, prudent and also because this is a non-recurring item, to close this kind of situation and find an agreement with the tax agency and close it by paying a part that we already paid a few days ago. We will finish to pay by the end of the year. This is a non-recurring impact that will be recorded, of course, in our profit and loss. It will be in the not adjusted net profit, essentially, and it will have an impact on the net financial position, but it has no impact on our guidance and our forecast for the rest of the year. This is because we are growing faster than we also forecasted and budgeted.

This means that there is a good cash generation of the group itself. We confirm our guidance to have 15% of EBITDA, 15% of growth, and net debt EBITDA below 2x. We still confirm our guidance. I would like also to outline that in terms of growth, beside the fact that the stock price are increasing, means that also the financial community is appreciating the work we are doing in these years. We also had a recognition from an international, very important newspaper. TIME did research about the leaders of 2026, and TXT was ranked as first in Italy, fourth in Europe, and 14 globally for the digital segment. For us, it make us proud because also an independent review put us in a particular, very strong and difficult overall group of companies.

There was more than 500,000 listed company that was taken consideration for this survey. To be first in Italy and fourth in Europe, for us, is important. Make us very proud of what we are doing as a job. In terms of business, we are improving and we are getting a lot of new business specifically also in the public sector. We won the first bids for public sector that still are not communicated to the market because we need to be finalized and approved. We already are knowledgeable of the fact that we are in a very good position for the new wave of tenders that the public sector put in the second quarter of the year. In the third quarter, we will communicate volumes and projects in which we are involved with, once approved.

We have a strong, longer visibility for the public sector. I want to highlight also some initiatives and some results that we achieved in the last quarter about the defense. In particular, we communicated also this good relationship and partnership we signed with MBDA. That is a French-Italian player, very strong in defense domain. MBDA is growing up in Turin. Our presence in Turin and Piedmont in general is very strong. We have a long history. The Piedmont region is shifting from the automotive industry towards defense, and we are one of the players that is supporting the region in order to grow because of our strong presence in terms of people and knowledge in the area, and our relationship with the Politecnico di Torino, so with the academic community and with the business community itself.

We signed an agreement to support MBDA in scaling up the Turin site. It’s a long-term partnership agreement that will cover multi-year, up to 5 years of growth together. Our focus is on digital innovation, so embed the software of critical systems, system engineering, advanced simulation. These are the topics in our offering that is valuable also for the customer in order to grow. This is a strong point to strengthen our position in the defense area, and it will contribute with revenue starting from Q3. We ramped up a team, and we started to deliver just now. In September will be, let’s say, the first month with relevant volumes.

We are planning to consolidate already EUR 1 million coming from this initiative by the end of the year, but it’s just the starting point of a ramp-up that will give very good contribution for 2027 and more. This is just an example, but the overall results are very strong because we have many activities. Some of them we can communicate, others are more covered by industrial secrets and so on. The important thing is to say that we are very well positioned, and we want to continue to capture. Capture opportunity comes from this strong position in order to continue to grow, possibly at the same pace that we are already doing. We expect and we have a very strong outlook for the 2026 full year, and a very good backlog also for continuity in the mid and long term. Thank you very much.

I want to ask Andrea to follow up and highlight better the financial results of the 6 months. Thank you.

Andrea, CFO, TXT Group: Thank you, Daniele. Yes, we can start with the profit and loss of the first six months of 2026. Here we look top line to EBITDA, and as discussed by Daniele, we are very positive here in terms of top line with a 20.6% growth compared to the six months of 2025, with an 18.8% of organic growth. Very strong performance. In terms of gross margin, the growth is slightly reduced by the fact that the growth was more stronger in Software Engineering and Digital Advisory, when the gross margin is lower by the nature of the business.

Also into the Smart Solutions business, there are stronger investment in the going into operation of major contracts, especially in the aerospace domain, for which technical R&D resources are working into paid customer projects for major subscription deal that will enter into operation between second half of the year and beginning of the next year. Overall, the gross margin reduced from 38.2% in 2025 first half to the 36.6% in the first half of the current year, 2026. In terms of indirect cost, also here in terms of research and development, the growth of 6.2%, it’s of course lower than the growth of the top line.

As explained by Daniele, this is also by the fact that some of our Smart Solutions platforms have reached a maturity which doesn’t require net investment in terms of new research and development activities, but also by the fact that more than 1 million of resources normally involved into R&D activities have been shift for the time being into more direct bill activities for those entering to service operation that I mentioned before. In terms of commercial cost, also here start to be material and significant the effect of the operational efficiency and the synergies built between the different cluster and verticals of the entities. In fact, we recorded approximately 15% growth compared to the more than 20% growth in the top line.

Also in terms of general administrative cost, there is a stronger efficiency gain at the group level, and this is bringing the incidence of general administrative cost down from 7.3% in the first six months of 2025 to the 6.5% of the first half of the current year. As discussed by Daniele, we have a 40 basis points improvement in our EBITDA, which grew from 14.6% to 15% of revenues in 2026, reaching more than EUR 34 million. If we move to the next slide, we have a bridge from EBITDA to the net profit, both adjusted and reported.

Here we start from the 15% of the EBITDA margin, here we have a reduction from the EUR 34 million of EBITDA to the EUR 28 million of EBIT adjusted, which is driven by depreciation related to IFRS 16, so office and the car lease, which accounted for EUR 4 million in the period. Then we have about EUR 1.7 million of depreciation of other fixed asset, tangible fixed asset. Then we have a residual amount of about EUR 0.7 million of amortization of intangible assets and write-off of commercial items. In particular, the depreciation of intangible asset is EUR 0.5 million, and we have about EUR 0.2 million of commercial write-offs, mainly account receivables. These changes bring the adjusted EBIT to a level of 12.2%, with a growth of 23.5% compared to the six months of the previous year.

Looking at the net financial results of the period in terms of net financial charges, the net amount is EUR 4.3 million and are included approximately EUR 4.8 million of interest expenses and bank charges with a net growth of approximately 36% compared to the previous year, mainly due to the different structure of the debt of the company and the volume of debt of the company compared to the previous year. Then there are EUR 0.4 million overall, EUR 0.5 million overall of financial income, of which EUR 0.15 are related to the fair value of financial instruments, and EUR 0.4 are related instead to the fair value of earnouts. Then we have the share profits of associate companies with a negative impact of EUR 0.15 million. The FX gain has a non-material impact of a positive EUR 0.1 million.

That brings together with the income taxes of the period of EUR 5.5 million, a net profit adjusted of EUR 17.9 million, equal to 7.8% of revenues, and with a growth of 32.8% compared to the previous year. In terms of adjustments, we have PPAs, so the amortization of intangible, mainly intellectual properties and customer relationship, which accounted for EUR 6.2 million, of which EUR 1.1 million are related to the compensation of PPA related to the previous year, 2025. In particular, related to the acquisition of IT Value. So let’s say we can exclude this EUR 1.1 million, and we have, let’s say, recurrent PPA for about EUR 5 million in the first six months of the year.

Then we have, as a one-off item related to the tax item discussed, commented before by Daniele, a total of EUR 12.7 million, of which EUR 1.5 million is related to the write-off of a tax receivable, and the remaining EUR 11.2 million are related to an accrual for provision for future charges. So with all, let’s say, this one-off end effect of the PPA, the net profit reported of the period showed a negative balance of EUR 1 million compared to the EUR 11 million of the previous year. Looking at the financial position of the company. So as of June 2026, the reported financial net debt is equal to EUR 123 million, excluding the cash out expected in connection with the one-off tax item commented before. If we look at the main items of the financial debt in terms of financial assets, we have about EUR 103 million of cash and cash equivalents.

We have about EUR 17 million of trading security at fair value, with a net increase of EUR 5 million compared to the year-end 2025, as we have some cash that will be, let’s say, allocated mostly into M&A, which has been, let’s say, invested into some funds, with no, let’s say, constraints in terms of divestment. So we will divest without penalties, and without, let’s say, any risk to further, let’s say, burden the debt of the period. Then we have, in terms of other financial assets, financial receivable for about EUR 300K. In terms of liabilities, the overall amount balance of bank loans, it’s about EUR 202 million, with a net increase of about EUR 5 million compared to the year-end 2025. Then we have liabilities related to IFRS 16, meaning leasing liabilities for about EUR 17.5 million, with a net decrease of half a million compared to the previous year.

We have a very significant increase in terms of earn-outs liabilities, which grew from EUR 10.5 million as of year-end 2025 to about EUR 20 million as of end of June 2026, with a net increase of about EUR 9.5 million. We have, let’s say, payables for acquisition, of which part are related to treasury share to be transferred for an overall amount of EUR 1.7 million. Then we have some other payables for about EUR 1.4 million.

In terms of adjustment, as discussed before by Daniele, we have the residual stake owned by TXT in Banca del Fucino for EUR 9.5 million, down compared to the EUR 17.4 million of year-end 2025 following the divestment of part of the stake, and another EUR 1.1 million, which is related to the non-monetary debts for, let’s say, basically a consideration to be paid in the treasury shares already owned by the company, so that we will not have any impact into our, let’s say, cash position. In terms of overall change of adjusted net financial debt, there is a net increase of EUR 13.8 million, which is mainly driven by the effect of the M&A, for a total of about EUR 26 million, of which EUR 9.9 million are related to earn-outs. Then there is, let’s say, EUR 2.4 million of capital increase in minority-owned companies. The purchase of treasury shares for EUR 3.5 million.

The dividend payment of EUR 4.4 million occurred in the second quarter of the year. The effect of the financial charges net of the financial income for EUR 4.1 million. The overall, let’s say, disbursement just listed more than compensate the very positive cash generation coming from operation during the first six month of 2026. If we look at the balance sheet, with a comparison between end of June 2026 and year-end 2025, in terms of fixed asset, as of June 2026, the total fixed asset amounted to approximately EUR 255 million, representing an increase of EUR 11 million compared to year-end 2025. Intangible fixed asset amounted to about EUR 200 million, with a net annual increase of EUR 18 million compared to 2025.

Within this category, goodwill accounted for EUR 141 million at June 2026, with a net increase of about EUR 11 million compared to the previous year following the acquisition of the period. The remaining items consist mainly of customer relationship, intellectual properties, assets allocated from goodwill for a total net book value of EUR 54 million, of which EUR 6.5 million of IP and EUR 7.3 million of customer relationship were allocated from goodwill during the first six months of 2026. In terms of tangible fixed assets as of June 2026, they amounted at about EUR 33 million, in line with the year-end 2025, and the balance mainly consists of office and car lease recognized under IFRS 16 for a total of EUR 18 million.

One building with a net book value of about EUR 4 million, plant and machines with a net book value of EUR 3 million, and laptop and other electronic equipments for a total of EUR 3 million. The other fixed assets of June 2026 amounted to about EUR 22 million, with a net decrease of about EUR 6 million compared to the previous year. This balance mainly included investment in Banca del Fucino with a fair value of EUR 9.9 million, with a decrease of EUR 7.5 million following the divestment of part of the position of TXT in Banca del Fucino occurred in May 2026. The remaining amount consists of investment in unconsolidated subsidiaries for EUR 8 million, with an increase of EUR 1.5 million compared to the year-end of 2025, and other minor amounts linked to security deposits on buildings rented out and deferred tax assets.

Looking at the net working capital of the company, the overall change is about a decrease of EUR 1 million, in terms of trade receivable with customer, it increased at a lower rate compared to top line with improved DSO and the effect of some invoice discounting. While work in progress related to fixed price project with customer increased by about EUR 9 million in the first six months of the year. Payable with the suppliers, increased at a rate which is in line with the growth of the business, increased by about EUR 9 million.

In terms of other short-term receivables, the increase of EUR 1 million in the first semester is mainly for the increase in deferred expenses account, while in terms of tax payable, it recorded an increase of about EUR 4 million in the first six months of the year following the recognition of income tax of the period, which more than offsets reduction of deferred tax liabilities account. Other payable increased by EUR 4.4 million compared to year-end 2025, mainly for the increase of deferred income related to a subscription invoice during first quarter of the year and for the increase of payables with employees for accrued holiday salaries, bonuses, and other components. Looking at the severance and other non-current liabilities, here is recorded the EUR 12.7 million of provision for.

The EUR 11.2 million of accrual under provision for this charge is related to the one-off tax items, which drive the increase of the overall balance from EUR 9.6 million to EUR 20.8 million. In terms of shareholder equity, the reduction is mainly related to the effect of the repurchase of treasury shares for the dividend of EUR 4.4 million and for, let’s say, the negative reported net results of about EUR 1 million following the accrual for the one-off tax item. Moving to the next slide, we have displaying this slide, the shareholder structure as of end of June 2026, which is basically in line with the previous quarter and with the year-end, with Laserline being the financial vehicle of Chairman Enrico Magni, owning 30% of TXT.

Managers, who are, of course, top management, including CEO, but also all the seller part of the M&A plan that was undertaken over the last six years, for which TXT pay part of the consideration in treasury shares. The selling manager became shareholder of the group, and they are currently owning overall a 24% stake in TXT. There is L.V.O. Global Asset Management owning approximately 3% of TXT, treasury share for about 3%, and the markets with 40%. In terms of performance of the TXT stock during the first semester of 2026, TXT share price reached a high of EUR 38 as of June 8, 2026, and a low of EUR 23.85 on February 16, 2026. At the end of June 2026, the share price was EUR 37.25 per share. As of June 30, 2026, treasury shares are approximately 415,000 shares, representing 3.2% of issued share capital.

This compared to the 324,000 shares at end of the year 2025. There is an increase, which is the net between the executed buyback plan and this share transfer in the context of the M&A. In particular, during the first half of 2026, TXT repurchased 120,000 shares at an average price of EUR 28.73 per share for a total investment of approximately EUR 3.5 million. In terms of transfer of shares, in May 2026, about 39,000 shares were transferred at an average price of EUR 27.91 per share as consideration for an M&A transaction. Following the end of the reporting period in July 2026, an additional 35,000 shares were transferred at the price of EUR 31.91 per share in connection with an acquisition completed during the second quarter of 2026. We are done with the financial section of this presentation.

It’s now time to go through the questions that we collected during this presentation. Thank you for your attention. I will maybe go through the If you agree, Daniele, I will maybe start with the

Daniele Miccoli, CEO, TXT Group: Thank you, Andrea. You can go through the Q&A. Everyone that wants to make any question, they can write on the chat, and we can answer. We already received some questions. Andrea, if you can go through them, publish, and I can answer.

Andrea, CFO, TXT Group: Yes, maybe I already published because you see that the interface of-

Daniele Miccoli, CEO, TXT Group: The technology.

Andrea, CFO, TXT Group: it’s different.

Daniele Miccoli, CEO, TXT Group: Okay.

Andrea, CFO, TXT Group: I will read them loudly just in case they’re not

Daniele Miccoli, CEO, TXT Group: Okay

Andrea, CFO, TXT Group: publicly available. The first is from Tommaso Nieddu from Kepler. The question is, I’m going to read it. "Hi, on TXT Digital Edge, the enterprise value paid was only EUR 6.9 million. For a business with EUR 47 million of 2025 revenues, implying circa 0.15x enterprise value on sales. Can you clarify GCI’s 2025 EBITDA and net profits? Since the enterprise value looks very low related to revenues, we want to understand whether this reflects thin historic margins, one-off items, or in general, what’s the reason?

Daniele Miccoli, CEO, TXT Group: The main reason that we are good negotiator in terms of. Besides the jokes, let’s say, the acquisition was made also because our strategic reason to scale up a business that we already started standalone within other company of the groups. For this reason, we chose a company that can be totally managed by us, differently from the past acquisition, for which we aggregate also the management and, let’s say, the structure in order to build on them. We already invested in the second half of the last year and the first half of this year in a structure, in management, in sales team within TXT. We look for a company that can be restructured and may grow, and that was an accelerator for us.

We looked for, and we searched for contracts, for delivery capability, and we find in GCI a perfect target also because they had some issues, and they lost one of their shareholders and, let’s say, managing director in the last part of the last year. They were in a position to sell the company itself. The company, in terms of volumes, made big volumes, but was positioned in the market as a small fish, let’s say. Our strategy and our business plan is built in order to also level up the business type of the company itself. Historically, the company was a small fish in the value chain of big projects, in which also the reselling part of third-party software or hardware was prevalent as a historical business.

For us, it’s not interesting to be positioned like that, but to have more broader projects, including also high-value services within. We are planning, and our budget for the second half of the year and for the future, is to have a company with a high level of value proposition of what we acquired. The historical margins of the acquired company were lower than the 10% we are declaring for the second half of the year, we are speaking about 5%, more or less. This also taking into account of the acquisition itself on the price we paid. Also, adding to the fact that the company was, let’s say, in a very strong position to sell.

For us, was a very good opportunity, and for us, is a very good opportunity in value for money to restructure and build up a new company with, let’s say, a stronger value also in terms of projects and in terms of margin itself. The low price with respect to turnover is a mix of historical performances that will not be delivered in the new ecosystem we are building, and for the fact that they needed some restructuring, and they lost also some managers. That was very important, and this is reflected into the price we paid.

Andrea, CFO, TXT Group: Thank you, Daniele. I hope it was clear enough, Tommaso. We have the next question from Andrea Randone from Intermonte. Actually, there are two questions. I will start with the first one. Are you planning an update with investors of your business plan?

Daniele Miccoli, CEO, TXT Group: Yes. As discussed in the past with the financial community, today, this morning during the board of directors, we decided to plan it for before the end of the year. It will be around November. In the November month, in which we will have already the reported nine-month results and the strong visibility on the full-year results, of course. We will present an update of the current guidance for the 2026-2027. Of course, the TXT Digital Edge, new initiative brings new values to the overall performance of the group and will be reflected in this update. Of course, we will give also a broader vision on mid-term. We will include also in this update of the plan, the visibility of 2028. With respect to the current plan, that is 2025-2027.

Mid of November, it will be formalized with a communication just after summer. Today is one of the last days, the team will be back end of August. We will send the invitation and the information about location and correct date by the end of the month.

Andrea, CFO, TXT Group: Thank you, Daniele. I will go to the second question from Andrea. If my calculations are correct, the very good profitability you recorded in the second quarter of 2026 comes after a particularly strong marginality in Smart Solutions, circa 31%, coupled with a quite weak Software Engineering, about 10%. Can you provide a comment on the strengths and updates as with the full-year outlook?

Daniele Miccoli, CEO, TXT Group: In terms of analytic calculation, of course, Randone is a very good calculator about numbers. The underlying motivation that was shown is correct. Of course, the overall good results in terms of margins is driven by the growth of margins into the Smart Solutions. This is because the growth of the turnover of Smart Solutions, that is mostly driven by new business and selling new licenses. Means margins with respect to additional investment. It’s not so weak in terms of business, the Software Engineering part. It includes also some impact coming from investments that we are doing, in particular, the scale-up of the structure to manage and to drive the Digital Edge initiative.

We started to invest by hiring essentially high-profile people, managers, specifically in sales and accounting, large customer accounting, also some technical strong profiles that we added, we hired, we paid in the first half of the year. Of course, without the revenues coming from the acquisition that we did in July. Originally, we planned to close the deal also for GCI earlier. At the end, we formalized it in July. This is because the price. The price was good. The negotiation was harder than expected in order to keep valuable the price itself. Of course, this has an impact in terms of cost that we sustain in the first half of the year. In the second half of the year will be diluted with the new volumes that will be added.

In terms of outlook overall, I already give some indication during the presentation. We didn’t change the overall outlook to have more than EUR 470 million in terms of turnover and 15% of EBITDA margin. Of course, we are budgeting better results, specifically in turnover. We expect to close with this 15% to keep stable and sustainable this 15%, to continue to invest in our solution in order to continue to have a sustainable growth on a mid-long term. Of course, in terms of turnover, EUR 470 million is quite conservative, because we are working on an internal budget that is more near to half a billion EUR than to EUR 470 million. There are a lot of risk connected to businesses.

Some of the areas are not still ramping up as we expected, like for example, the digital payments initiative, for which we have a very good pipeline in terms of opportunity, but revenue still it’s a question mark. We can start to book the revenue during this year when, the contribution will come on a midterm for sure, but for the second half of the year, we are still let’s say converting the pipeline into revenues. Also for this reason, let’s say the overall outlook will be turnover better than EUR 470 million and the internal budget more near to half a billion EUR. That it’s an internal, let’s say, outlook, of course, not the official one that will be better than EUR 470 million. That is a very good results, looking forward. Of course, during the capital markets day in November, the visibility will be better for sure.

Andrea, CFO, TXT Group: Yes. Thank you, Daniele. If I can only add something here. Of course, also the growth of Software Engineering in Telco and gaming, which was stronger, let’s say, than expected, has an impact on the overall division margin and let’s say historical, but also currently the profitability on such, let’s say, vertical, it’s lower compared to the average of the Software Engineering division. For the Smart Solutions of course there is also the impact of the acquisition, especially in the second quarter with the SmartRoutes business, which basically is providing EBITDA more than revenues because TXT through its subsidiary base was already acting as prime contractor. Basically, there are significant royalties that are no longer paid to outside receptor parties but are all internal. This also drove a, let’s say, material growth of the profitability at the Smart Solutions level.

I will continue with the next question. We have two question from Andrea Bonfà from Banca Akros. I will start reading the first one. The contribution expected from TXT Digital Edge for the second half of 2026 and 2027 are entirely additional or include some TXT activities already present?

Daniele Miccoli, CEO, TXT Group: In terms of values, EUR 30 million turnover and EUR 3 million of EBITDA are the new perimeter. Additional to the activity that was already, let’s say, planned in our budget as a startup activity we have in our, let’s say, portfolio. The outlook that we gave for 2027 is already including instead the part we are, let’s say, we developed before in TXT, that is worth more or less EUR 12 million of turnover, more or less, this part that is included in the EUR 80 million. EUR 80 million is additional perimeter plus this EUR 12 million plus the growth that we will do in this part. I hope that I answered to this question.

Andrea, CFO, TXT Group: Thank you, Daniele. We have the second question from Andrea from Banca Akros. On the 31% EBITDA margin of Smart Solutions in second quarter 2026, looking at 26% achieved from that division in the second half of 2025, it seems that the 30% looks sustainable also in the second half 2026 and going forward. Do you agree?

Daniele Miccoli, CEO, TXT Group: I agree, but we can do also better in some cases. Specifically as said by Andrea, there is a good contribution from the acquisition that we did in North America because we acquired a partner for which they were subcontractor of us. In terms of balance sheet, of course, we are consolidating the margins more than the revenue itself because we have no cost to play the subcontractor, but we have the asset within our portfolio. In particular, this part is forecasted to grow because we already communicated to have signed two important deals with two North American airlines, that will in the first half of the year, they started to give contribution to the overall consolidated revenues, but they are expected to grow in the second half of the year.

The 30% that Andrea looks sustainable is confirmed and probably we can do also a little bit more better, if we scale up with these airline deals in the proper way, and if there are no drawbacks on other businesses.

Andrea, CFO, TXT Group: The last quarter of 2025 was particularly strong for the Smart Solutions business for some perpetual licenses deal closed exactly the fourth quarter of last year. To replicate the same performance of last quarter of 2025 plus a growth factor will be a bit challenging, but of course we will do our best in order to outperform the performance in terms of profitability, EBITDA margin of the second half of the previous year.

Daniele Miccoli, CEO, TXT Group: Andrea is more financial oriented. I am more business oriented and optimistic on this case also because we have a good pipeline, we have quite good visibility. I think that we can manage to continue by keeping these results.

Andrea, CFO, TXT Group: Thank you, Daniele. If I’m not wrong, there are no further questions.

Daniele Miccoli, CEO, TXT Group: Okay. I would like to thank everybody for attending this meeting also during summer. Probably most of you are on a beach, or on a boat, or whatever. We are in office, I hope not so longer again. What I want to say is that first half of the year was very good in terms of overall results. For us, record results in terms of turnover, profitability, very good implementation of a strategy, good execution of the strategy that brings a good result. Still, the good has to come. Because we have to consider also the performance is on a full year basis. For sure, the digital engine initiative will have a strong contribution for the second half of the year.

If this first quarter is good, we are looking forward for the full year results, with a very good, let’s say, sentiment. Of course, our project is a long-term one. In our industrial plan already, we disclosed our long-term view, and we will update in November. We are working very strongly, and we are continuing to invest in order to create value on a mid to long term. I thank you again for attending this conference call. I hope you enjoy this holiday season. We will continue, since we are very global now, I don’t know, in every country, someone is already finished with holidays, in other, they are starting. As a TXT team, we will continue to push in order to meet and to do better from the guidance that we disclosed to the market itself.

Thank you very much, and let’s update all together on the next conference call and the main events that we will attend and, of course, on the new update of the capital market day we are planning to do in November. Thank you again. Thank you, Andrea.

Andrea, CFO, TXT Group: Thank you, Daniele. Thank you everyone who joined the call, and see you for the next call.

Daniele Miccoli, CEO, TXT Group: Thank you. Bye-bye.