TXT e solutions SpA

F:TXE

Good morning, everyone, and welcome to the conference call during which Daniele Misani, Group CEO, will present and comment the results of the first 6 months of 2026, together with highlights on the main events and business outlook. We will then have a deep dive into the financials. So -- and of course, every time there is a Q&A section at the end of the meeting. So any questions you might have, please drop the question into the dedicated section of the meeting. We want to wait just a few seconds, and then we will start with the presentation. And thank you, Daniele.

Thank you, Andrea, for the introduction. Thank you, everybody. Welcome here for this, let's say, presentation of H1 results of the TXT Group. So it's a summer -- it's the last one of the period, but it's very positive for everyone listening. So 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 perimeter -- 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 6 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 a plus 1-9 percent, 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. And this is a very strong point of our strategy because we implemented a strong execution of the strategy itself. So 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.

So with 21% of the overall turnover growth, we registered a plus 24% of EBITDA growth. So we closed the first semester with EUR 34 million of EBITDA with a percentage of 15% of the revenue. So plus 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. So the total 21% comes 20% from the System Engineering division that goes from EUR 114 million to EUR 127 million (sic) [ EUR 137 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 have a plus 14% in our Smart Solution 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.

So the consolidated values are still low in terms of total consolidated results. So 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. So Digital Advisory and Smart Solutions are contributing faster to the overall increase of the EBITDA. In particular, we registered and recorded 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 plus 55%, so very strong.

This is driven by the fact that this division is growing in terms of subscription and software licenses that we sell to customers. And so some of the more mature smart solutions that we have in portfolio are giving very good margins and the growth is mainly margins, not only turnover because the products are mature, the investment is already stable. And so new business means new margins coming. So 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. So as I 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 InfraWise that is the new start-up for artificial intelligence for monitoring complex infrastructure in critical infrastructure. So we continue to invest. Our first semester is EUR 13 million, plus 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, a growth of 14% with respect of the last year. International revenues are EUR 34 million. So we continue to grow by keeping also the same percentage with respect to the overall group that is 15% of the total.

And let's say, the focus on sustainable debt is still confirmed. We recorded EUR 114 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 dismissed. And the other point is that we continue with our buyback program. We have now, let's say, treasury shares that at the end of the semester was evaluated more or less EUR 14 million. Of course, last month, July recorded a very strong growth of our stock price. So as far as today, also this value is increased by -- due to the fact that also the stock price is rising in the last period, and we are happy with this, of course.

Looking to the industry, so the different segments in which we are present, we are going better also than the forecasting that we put into the guidance, 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. So 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 -- let's say, delivering good value to customers, and we are continuing to growing with new initiatives. This half of the business is also the business that has longer visibility. So it's 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 1, 2 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, let's say, arena in which we are contributing on the main programs that are now in ramping up phase. So there will be possibility to continue with the strong rates also on a short, of course, but also in the midterm. Also, the other verticals are growing, are growing in a good way. Particularly, let's say, important is the performance of the tech that is including also the gaming part. In particular, we are growing also better than the expectation in this area because the positioning of, let's say, one of our companies with an important customer in the gaming industry that required a new investment, and we follow these investments. And so we recorded a plus 18% for the Telco & 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. But there is a very strong growth because we are, let's say, including the new business related to critical infrastructure monitoring by using AI that is, let's say, reported within this vertical. So because it's related to the offer that we have for the industrial IoT so we are growing this for these 2 main reasons.

Fintech is growing, so a little bit less than the others, but almost in average with the expectation we had also 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.

Market is also growing. Also here, we have a contribution coming from the acquisition of NetMediaClick, even if, let's say, 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. And so we recorded a plus 18% with respect to the same period of the last year.

We confirm the guidance. So 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 plus 15% is more than reachable, so it will be, let's say, 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, let's say, and I'll explain a little bit later, a new company that now is integrated and rebranded in TXT Digital Edge that will have a contribution -- a strong contribution in the second half of the year in terms of turnover. So our outlook for the pro forma revenues of 2026 is more than EUR 0.5 billion. So it's, let's say, a very strong driver for growth and strong results that we can have as a pro forma for the 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. So we will be near to EUR 0.5 billion also for a pro forma basis, also for a consolidated reported basis, not only as a pro forma one. We confirm also our, let's say, vision of keeping sustainable growth. So the growth will have a small or no impact on the overall EBITDA margin that is forecasted around 15%. So means more than EUR 70 million also for 2026. Some, let's say, updates about what happened in the last year from the last call that we had a few months ago.

And in particular, the acquisition of and the investment in a company that we acquired 1 month ago, more or less, so beginning of July. We will be -- which will be consolidated starting from the 1st of July, so means in the full half -- second half of the year. This investment was made because it was strategic. So we already invested in this kind of offering that is very focused on cybersecurity, networking and data centers. So we started this, let's say, initiative internally in a company already present in the group, but we were looking for a new company to add in our ecosystem in order to accelerate the growth because we already positioned ourselves, 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.

And so we individuated a target. We acquired the target itself and renamed the target in TXT Digital Edge that will be the new company of the group that will deliver value for networking, data center and cybersecurities. The company we acquired brings also contracts so business for the verticals in which we are already, so tech and banking and finance, but open up also opportunity for energy utilities that is a domain for which we are -- in the past, we were very, let's say, narrow in terms of offering and presence. So we think that this investment, it's a boost in order to contribute to continue to grow and generate also opportunity for upselling and cross-selling other solutions towards markets in which we were present, but not so strongly.

Digital Edge generated in 2025, more or less, EUR 50 million. We think -- and we are working in order to implement commercial synergies and operational efficiencies, 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. So it's a strong contribution to overall results of the group itself. We plan, 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.

And so 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 so too many positive, let's say, information and news. We had some also drawbacks. In particular, we announced last week on -- 10 days ago, so very recently, an impact related to our net financial position due to the tax position of a subsidiary. In particular, we delivered 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, Italian 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. So 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. So we were involved, but our subsidiaries fully out of this kind of, let's say, irregular behavior of our partners itself. But of course, in these moments, we have to decide and do risk assessments to settle or to open up to possible major risk with new, let's say, investigation and other things since the initiative was completely closed and passed finished.

And 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 nonrecurring 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. So -- and we will finish to pay by the end of the year. So this is a nonrecurring impact that will be recorded, of course, in our profit and loss. It will be in the not adjusted, let's say, net profit essentially, and it will have an impact on the net financial position, but it has no impact on our, let's say, guidance and our forecast for the rest of the year. This is because we are growing faster than we, let's say, also forecasted and budgeted.

This means that there is a good cash generation of the group itself. So we confirm our guidance to have 15% of EBITDA, 15% of growth and net debt EBITDA below 2x. So we still confirm our guidance. I would like also to outline that in terms of growth besides the fact that the stock prices are increasing, it means that also the financial community is appreciating the work we are doing in these years. We also had a recognizement from an international, let's say, very important, let's say, newspapers, so TIME did a research about the leaders of 2026 and TXT was ranked as first in Italy, fourth in Europe and 14th globally for the digital segment.

So for us, it's a very, let's say, make us proud because also an independent review put us in a particular very strong and difficult, let's say, overall group of companies that -- because there was more than 500,000 listed companies that was, let's say, taking consideration for this survey, and to be first in Italy and fourth in Europe for us is very -- is important, let's say, make us very proud of what we are doing as a job. In terms of business, so we are improving and we are getting a lot of new business, specifically also in the public sector.

So we won -- we were -- let's say, we won the first, let's say, bids for public sector that still are not communicated to the market because we need to be finalized and approved, but we already are, let's say, 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. So in the third quarter, we will communicate volumes and projects in which we are involved once approved. So 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.

And in particular, we communicated also this good relationship and partnership we signed with MBDA that is, let's say, a French, Italian players, very strong in defense domain. MBDA is growing up on Turin. Our presence in Turin and Piedmont in general is very strong. So we have a long history. And the Piedmont region is, let's say, shifting from the automotive industry towards defense, and we are one of the players that is supporting the region in order to grow because our presence, a strong presence in terms of people and knowledge in the area and our relationship with the Polytechnic of Turin, so with the academic community, with the business community itself.

So we signed an agreement to support MBDA in scaling up the Turin site. We are -- it's a long-term partnership agreement that will cover multiyear, up to 5 years of growth together. And our focus is on digital innovation, so embedded software of critical systems, system engineering, advanced simulation. These are the topic in our offering that is valuable also for the customer in order to grow. And we -- this is a strong point to strengthen our position in the defense area, and it will contribute with revenue starting from Q3. So we ramp up a team, and we started to deliver just now.

So September will be, let's say, the first month with relevant volumes. We are planning to, let's say, 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 a 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, other are more, let's say, covered by industrial secrets and so on. So -- but the important thing is to say that we are very well positioned, and we want to continue to capture opportunity comes from this strong position in order to continue to grow possibly at the same pace that we are already doing. And 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.

Thank you, Daniele. And yes, we can start with the profit and loss of the first 6 months of 2026. So here, we look top line to EBITDA. And as discussed by Daniele, we have a very positive here in terms of top line with a 20.6% growth compared to the 6 months of 2025 with an 18.8% of organic growth, so very strong performance. And we have -- instead of -- in terms of gross margin, the growth is slightly, let's say, reduced by the fact that in all the -- the group was more, let's say, stronger in Software Engineering and Digital Advisory when the gross margin is lower, let's say, by the nature of the business.

But also into the Smart Solutions business, there are strong 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. So overall, the gross margin reduced from 38.2% in 2025 first half to 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. And as explained by Daniele, this is also by the fact that some of our Smart Solutions platforms have reached a maturity which [ does ] require heavy investment in terms of new research and development activities, but also by the fact that more than EUR 1 million of resources normally, let's say, involved into R&D activities have been shifted for the time being into, let's say, more direct bill activities for those, let's say, entering into service operation that I mentioned before.

In terms of commercial cost, also here, let's say, start to be material and significant effect of the operational efficiency and the synergies 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. And also in terms of general and administrative cost, there is a strong, let's say, efficiency gain at the group level. And this is, let's say, bringing the incidence of general and administrative cost down from 7.3% in the first 6 months of 2025 to the 6.5% of the first half of the current year. So as discussed by Daniele, we have a 40 basis points, let's say, 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. And here, we start from the 15% of the EBITDA margin. And here, we have, let's say, 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 car lease, which accounted for EUR 4 million in the period. Then we have about EUR 1.7 million of depreciation of other fixed assets, tangible fixed assets. And then we have a residual amount of about EUR 0.7 million of depreciation -- 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, let's say, 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 6 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, let's say, structure of the debt of the company and the volume of debt of the company compared to the previous year. And then there are EUR 0.5 million overall of financial income, of which EUR 0.15 million are related to the fair value of financial instruments and EUR 0.4 million are related instead to the fair value of earn-outs. Then we have the share profits of associate companies with a negative impact of EUR 0.15 million and the FX gain has a nonmaterial impact of a positive EUR 0.1 million. That brings together with 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, let's say, a growth of 32.8% compared to the previous year.

In terms of adjustments, we have PPA, 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 Values. 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 6 months of the year. And 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 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 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. And 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 any risk to further burden the debt of the period. And then we have in terms of other financial assets, financial receivables for about EUR 300,000.

In terms of liabilities, the overall 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 EUR 0.5 million compared to the previous year. We have a very significant increase in terms of earn-out 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. Then 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. And 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 nonmonetary 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 an 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. And 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 recorded in the second quarter of the year and the effect of the financial charges net of the financial income for EUR 4.1 million. So the overall, let's say, disbursement just listed more than compensate the very positive cash generation coming from operation during the first 6 months 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 assets, as of June 2026, the total fixed assets amounted to approximately EUR 255 million, representing an increase of EUR 11 million compared to year-end 2025. Intangible fixed assets 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 and 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 6 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, 1 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 equipment for a total of EUR 3 million. The other fixed assets as of June 2026 amounted to about EUR 22 million with a net decrease of about EUR 6 million compared to the previous year.

And this balance mainly include the 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 TXT position -- the position of TXT in Banca del Fucino occurred in May 2026. Then 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 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. And 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 6 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 receivable, 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's recorded an increase of about EUR 4 million in the first 6 months of the year following the recognition of income tax of the period, which more than offset 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 subscription invoiced 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 noncurrent liabilities, here is recorded the EUR 12.7 million of provision for, let's say, sorry, EUR 11.2 million of, let's say, accrual provision for risk and charges 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. And 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, let's say, displayed in this slide, the shareholder structure as of end of June 2026, which is basically in line with the previous call 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, let's say, undertaken over the last 6 years for which TXT paid part of the consideration in treasury shares. So the selling manager became, let's say, shareholder of the group, and they are currently owning overall a 24% stake in TXT. Then there is LVO Global Asset Management holding 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 the 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. So there is an increase which is the net between the executed buyback plan and the 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.

And 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 a price of EUR 31.91 per share in connection with an acquisition completed during the second quarter of 2026.

So 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...

Thank you, Andrea. You can go through the Q&A. So everyone that wants to make any question, they can write on the chat and we can answer. So we already received some questions. Andrea, if you can go through them publish, and I can answer.

Yes. Maybe I already published because I see that the interface of...

The technology.

But I will read them loudly just in case they are not publicly available. The first is from Tommaso Nieddu from Kepler. And the question is, I'm going to read it. 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 relative to revenues. We want to understand whether this reflects thin historic margins, one-off items or in general, what's the reason?

So the main reason that we are a 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 stand-alone within other company of the groups. And 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 because we already invested in the first -- 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 make grow and that was an accelerator for us. So 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 their -- one of their shareholders and, let's say, Managing Director in the last part of the last year. So 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. So 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. And 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. So we are speaking about 5% more or less. So this is also taking into the 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, let's say, strong position to sell.

So for us, it was a very good opportunity. And for us, it's 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. So 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 so this is reflected into the price we paid.

Thank you, Daniele. I hope it was clear enough, Tommaso. And then we have the next question from Andrea Randone from Intermonte. Actually, there are 2 questions. I will start with the first one. Are you planning an update with investors of your business plan?

Yes. So also as discussed in the past with the financial community today this morning during the Board of Directors, we, let's say, decided to plan it before the end of the year. So it will be around November, so in the November month, in which we will have already the reported 9-month results and 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 Digital Edge, new initiative brings new values to the overall performance of the group and will be reflected in this update.

And of course, we will give also a broader vision on midterm. So we will include also in this update of the plan, the visibility of 2028. So with respect to the current plan that is 2025 to 2027. So mid of November, and it will be formalized with a communication just after summer because also today is one of the last day and the team will be back end of August, and we will send the invitation and the information about the location and correct date by the end of the month.

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 margin in Smart Solutions, circa 31%, coupled with a quite weak Software Engineering about 10%. Can you provide a comment on these trends and update us with the full year outlook?

In terms of analytic calculation, of course, Randone, is a very good calculator about numbers. But the underlying motivation that was shown is correct. And -- of course, the overall good results in terms of margins is driven by the growth of margins in the Smart Solutions. This is because the growth of the turnover of Smart Solutions and that is mostly driven by new business and new selling new licenses. So it means margins with respect to additional investment.

It's not so weak in terms of business, the system engineering part, but 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. So we started to invest by hiring essentially high-profile people managers and specifically in sales and accounting -- large customer accounting and also some technical strong profiles that we added and we hired and 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 but at the end, we formalized it in July. This is because the price. So the price was good. The negotiation was harder than expected in order to keep, let's say, valuable the price itself. But of course, this has an impact in terms of cost that we sustained in the first half of the year. And in the second half of the year will be diluted with the new volumes that will be added.

In terms of outlook overall, so I already gave some indication during the presentation. So 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% so to continue to invest in our solution in order to continue to have a sustainable growth on the mid to long term.

Of course, in terms of turnover, EUR 470 million is quite, let's say, conservative because we are working on an internal budget that is more near to EUR 0.5 billion than to EUR 470, but there are a lot of risks 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 good -- very good pipeline in terms of opportunity, but the revenue still -- it's a question mark. We can start to book the revenue during this year, when.

And so the contribution will come on the midterm for sure. But for the second half of the year, we are still converting the pipeline into revenues. And also for this reason the overall outlook will be turnover better than EUR 470 million, and the internal budget more near EUR 0.5 billion. Of course -- it's an internal outlook, of course, not the official one that will be better than EUR 470 million. That is a very good result looking forward. And of course, during the Capital Markets Day in November, the visibility will be better for sure.

Yes. Thank you, Daniele . If I can only add something here. So of course, also the growth of Software Engineering in telco and gaming, which was stronger than expected has an impact on the overall division margin and historical versus currently and the profitability on such vertical is lower compared to the average of the Software Engineering division.

And 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 PACE was already acting as prime contractor. And basically, there are other significant royalties that are not longer paid to outside, let's say, third parties, but are all internal. So this also drove material growth of the profitability at the Smart Solutions level.

I will continue with the next question. We have 2 questions from Andrea Bonfa from Banca Akros. I will start reading the first one. The contribution expected from Digital Edge for second half of 2026 and 2027 are entirely additional or include some [ activities ] that already are present.

So in terms of values, EUR 30 million and EUR 3 million of -- EUR 30 million turnover and EUR 3 million of EBITDA are the new perimeter. So additional to the activity that was already planned in our budget as a start-up activity we have in our portfolio. The outlook that we gave for 2027 is already including in the part we are -- 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. So 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.

Thank you, Daniele. Then we have a second question from Andrea from Banca Akros. On the 31% EBITDA margin of Smart Solutions in the 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?

I agree, but we can do also better in some cases. So 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. So 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 assets within our portfolio.

And in particular, this part is forecasted to grow because we already communicated to have signed 2 important deals with North American airlines, 2 North American airlines that will have -- 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. So the 30% that, Andrea, looks sustainable is confirmed and probably we can do also a little bit more better if we scale up with the airline deals in the proper way. And if there are no drawbacks on other businesses that are...

I would say that also the last quarter of 2025 was particularly strong for the Smart Solutions business for some perpetual licenses deal closed in the fourth quarter of last year. So to replicate, let's say, 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 of -- in terms of profitability or EBITDA margin of the second half of the previous year.

So Andrea is more financial oriented. I am more business oriented and optimistic on this case also because, let's say, we have a good pipeline, we have quite good visibility. So I think that we can manage to continue by keeping these results.

Thank you, Daniele. If I'm not wrong, there are no further questions.

So 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 long, longer again. Now what I want to say is that, let's say, first half of the year was very good in terms of overall results. For us, record results in terms of turnover, profitability. So very good, let's say, implementation of a strategy, good execution of the strategy that brings a good result.

Still the good has to come. So because we have to consider also the performances on a full year basis. But for sure, the Digital Edge initiative will have a strong contribution for the second half of the year. So if this first quarter is good, we are looking forward for the full year results with a very good 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. And so we are working very strongly and we are continuing to invest in order to create value on a mid- to long term.

So 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 has already finished with holidays and other, they are starting, so 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. So thank you very much, and let's update altogether on the next conference call and in the main events that we will attend and of course, on the new update of the Capital Markets Day we are planning to do in November. Thank you again. Thank you, Andrea.

Thank you, Daniele. Thank you, everyone, who joined the call, and see you for the next quarter.

Thank you. Bye-bye.