The Board of Directors of Creactives Group S.p.A. also resolved to submit to the next Ordinary and Extraordinary Shareholders’ Meeting the proposal to adopt a share incentive plan, as well as the proposal to grant the administrative body the power to proceed with the share capital increase and the issue of bonds, including convertible bonds.
Consolidated financial highlights – 30 June 2025 vs. 30 June 2024
VALUE OF PRODUCTION: EUR 8,7M COMPARED TO EUR 8,0M +9%
REVENUE FROM SALES*: EUR 7,3M COMPARED TO EUR 6,6M +10%: OF WHICH:
– DIRECT REVENUES INCLUDING WIP: EUR 5,2M COMPARED TO EUR 5,6M
– INDIRECT REVENUES INCLUDING WIP: EUR 2,1M COMPARED TO EUR 1M
“ANNUAL RECURRING REVENUE” (ARR)**: EUR 6,3M COMPARED TO EUR 5,2M +22%
EBITDA: EUR 186K COMPARED TO EUR 282K -34%
LOSS: EUR -1,5M COMPARED TO EUR -1,1M -45%
NET FINANCIAL POSITION (NFP): NET DEBT OF EUR 1,7M COMPARED TO EUR 1,5M AS OF 30 JUNE 2024 (EUR 1,1M AS OF 31 DECEMBER 2024)
SHAREHOLDERS’ EQUITY: EUR 1,2M COMPARED TO EUR 1,0M
* Including Work in Progress (WIP).
** “Annual Recurring Revenue” (ARR) is the total anticipated revenue a business expects to earn from its subscription-based customers in a year, reflecting the recurring nature of subscription contracts.
Paolo Gamberoni, Chairman of the Board of Creactives Group, comments: “The financial year closed with solid growth in recurring revenues and an increasingly significant contribution from international partnerships. The adoption of our proprietary artificial intelligence technologies in data management for procurement and supply chain continues to expand, confirming the validity of our value proposition. Investments in human capital and our technology platform strengthen our ability to tackle complex projects and deliver efficiency to our customers. The recently completed corporate merger will also enable more streamlined management and better resource allocation. We look forward to the coming years with confidence: the growth in recurring revenues, the consolidation of collaborations with global partners, and the entry of new major clients set the stage for the future development of the group.”
Verona, September 24, 2025. Creactives Group S.p.A. (“Creactives” or the “Company”) (ISIN IT0005408593 – ticker: CREG), an international company and fiscally eligible Innovative SME, listed on Euronext Growth Milan – Professional Segment (“Euronext Growth Milan Pro”), that develops Artificial Intelligence technologies to address real-life business problems in the Supply Chain, examined and approved the Company’s draft annual financial statements as well as the consolidated group financial statements as of June 30, 2025. Please note that the Company closes its annual financial year in June.
Comment on consolidated results
The value of production reached approximately 8,7 million euros, marking a 9% increase compared to the previous year (approximately 8,0 million euros).
In the FY24-25, consolidated revenues, including WIP of 270 thousand euros, amounted to 7,3 million euros, an increase of 10% compared to the previous year (approximately 6,6 million euros).
This result was driven by an increase in recurring revenues, which rose to 4,7 million euros (+20%) (3,9 million euros as of June 30, 2024), while the project component remained substantially stable at 2,6 million euros.
ARR (“Annual Recurring Revenue”) amounted to 6,3 million euros, an increase of 22% compared to the previous year (5,2 million euros at June 30, 2024).
In detail, direct revenues (including WIP) of 5,2 million euros (5,6 million euros at June 30, 2024) remained predominant, while revenues from projects acquired with partners, amounting to 2,1 million euros (1,0 million euros at June 30, 2024), grew thanks to new orders from major international companies and the start of recurring services related to orders acquired in the previous period, the design component of which was completed during the year.
International revenues account for 92% of the Group’s total revenues (87% in the previous year).
Internal capitalization amounted to 1,3 million euros (1,2 million euros as of June 30, 2024).
| Revenues from sales and services* | 30.06.2025 | % | 30.06.2024 | % | Var. % |
| (Data in Euro/000) | |||||
| Subscription Revenues (Saas/Recurrent) | 4.578 | 65,10% | 3.668 | 55,19% | 24,80% |
| Professional Services Revenues | 2.318 | 32,97% | 2.728 | 41,05% | -15,02% |
| Revenues from maintenance | 135 | 1,93% | 250 | 3,76% | -45,81% |
| Total | 7.032 | 100,00% | 6.646 | 100,00% | 5,80% |
*Numbers refer to sales revenue excluding WIP.
EBITDA amounted to 186 thousand euros (EBITDA margin of 2,1%) compared to 282 thousand euros at June 30, 2024 (EBITDA margin of 3,5%).
Total costs increased by 11%, from 7,7 million euros to 8,5 million euros, mainly due to the following factors: 1) Personnel and training costs for the introduction of new roles to support growth; 2) Third-party costs for services and products sold by Creactives; 3) Costs related to company premises.
The consolidated net result was negative at 1,5 million euros (1,1 million euros in the previous year).
The net financial position (net debt) amounted to 1,7 million euros at June 30, 2025 (1,5 million euros at June 30, 2024 and 1,1 million euros at December 31, 2024). The calculation of the net financial position includes variables with a negative value for cash and cash equivalents and a positive value for long- and short-term financial liabilities. The change in the net financial position compared to the previous period is due to an increase in liquidity and the issue of a non-convertible bond for 0,5 million euros, while bank debt remained substantially unchanged. As of December 31, 2024, the net financial position was 1 million euros. The change of 0,5 thousand euros is due to capital increases during the period amounting to 1,7 million euros and investments made for the development of the technology platform.
Main results of the parent holding company Creactives Group Spa
When comparing with the previous financial year, the effects of the merger between Creactives Spa and Creactives Group Spa, completed on December 31, 2024, with effect from July 1, 2024, must be taken into account.
VALUE OF PRODUCTION: EUR 8,3M COMPARED TO EUR 343K
EBITDA: EUR 19K COMPARED TO EUR -310K
LOSS: EUR -1,6M, COMPARED TO EUR -455K
SHAREHOLDERS’ EQUITY: EUR 1,3M COMPARED TO EUR 2,5M
Coverage of Creactives Group Spa’s loss
The Board of Directors has decided to propose to the Shareholders’ Meeting that Creactives Group Spa’s loss of 1,6 million euros be carried forward.
Significant events that occurred during the fiscal year and thereafter and significant events that occurred between the end of the fiscal year and the publication of this press release
July 31, 2024
Results of the first subscription period for the non-convertible bond “CREG – 7% 2024-2026”: nr.13 bonds were subscribed and issued for a total amount of 325.000,00 euros by four Italian investors.
September 10, 2024
Successful completion of the BSI (British Standard Institute) inspection for migration from ISO27001:2013 to ISO27001:2022, which covers even more controls than the previous version, ensuring information security management to the highest standards.
October 28, 2024
The Shareholders’ Meeting of Creactives Group S.p.A. approved the financial statements for the year ended June 30, 2024, in ordinary session and approved the merger of the wholly-owned subsidiary Creactives S.p.A. into Creactives Group S.p.A. in extraordinary session.
November 8, 2024
Results of the second subscription period for the non-convertible bond “CREG – 7% 2024-2026”: a total of nr.20 bonds with a nominal value of 25.000,00 euros each were subscribed, for a total amount of 500.000,00 euros.
December 11, 2024
Placement of 630.000 ordinary shares for a total value of 1.575.000 euros through an Accelerated Bookbuilding aimed at qualified/institutional investors. The free float increases from 21,61% to 25,38% of the share capital.
December 31, 2024
The companies “CREACTIVES GROUP SPA” and “CREACTIVES S.P.A.” are merged through the incorporation of “CREACTIVES S.P.A.” into “CREACTIVES GROUP SPA.” The operations of the incorporated company will be attributed to the Company with effect from July 1, 2024. The same effective date is also assumed for income tax purposes.
May 14, 2025
Creactives Group S.p.A. announces that it has successfully completed the placement of 40.000 ordinary shares, for a total value of 100.000 euros, through an Accelerated Bookbuilding aimed at qualified/institutional investors. The free float increases from 25,38% to 25,61% of the share capital.
The total of 40.000 new ordinary shares, equal to 0,30% of the Company’s new share capital (288.356 euros), were placed at a price of 2,50 euros (of which 0,02 euros is share capital and 2,48 euros is share premium) for each new share, for a total value of 100.000,00 euros (including share premium).
June 30, 2025
The final subscription deadline, originally set for June 30, 2025, for the capital increase approved on December 10, 2024, has been extended, with the new subscription deadline set for October 17, 2025.
Business outlook
Over the next year, the Company’s priority will be to continue finalizing important contracts with high-profile international companies, as was the case in the second half of the year just ended, as well as to acquire customers in the medium-sized business sector, which represents a very large pool of opportunities.
An important support in identifying new customers and implementing projects will come from growing collaboration with partners, in particular with leading consulting firms with which partnership agreements have been finalized in recent years. The Company expects these new contracts to generate growth in terms of turnover, margins, and above all ARR (annual recurring revenues), which is the Company’s main medium-term objective.
From the point of view of innovation and technological development, the company will continue to expand use cases with features that both partners and international customers are increasingly requesting. These investments, made by internal staff and selected external resources, are necessary to maintain the competitive advantage over competitors that has been created in recent years and recognized by customers who have chosen the Creactives solution in competitive tenders.
The company will also focus on improving its internal organization by further integrating the qualified resources hired in the second half of the year, limiting the addition of new resources and limiting increases in service costs.
Proposal to adopt a stock option plan and increase share capital to service the same
The Board of Directors of Creactives Group has approved the guidelines for a stock option plan called “Piano di stock option Creactives Group 2025-2030” (“Stock Option Plan” or “Plan”) and has resolved to propose to the Shareholders’ Meeting, in ordinary session, the adoption of the aforementioned Plan and, in extraordinary session, the share capital increase to service the same. The Plan is reserved for directors, employees, and consultants of the Company and its subsidiaries (“Group”) who will be identified by the Board of Directors of the Company (“Beneficiaries”) and aims to focus the attention of the Beneficiaries on factors of strategic interest, promoting loyalty and encouraging individuals of particular importance for the development of corporate and Group strategies to remain with the Company and the Group.
The Stock Option Plan – with a duration of 5 years from the date of approval – provides for the free allocation to beneficiaries of a maximum of nr.2.370.000 option rights (“Options”) which, once vested and subsequently exercised under the terms and conditions set out in the Plan Regulations, entitle the beneficiaries to subscribe, at a predetermined price of 0,50 euros per share, to a maximum total of nr.680.190 CREG ordinary shares (“Shares”). The Options matured at the end of a predetermined vesting period may be exercised upon the occurrence of certain performance conditions.
The Shares will be made available through a new issue as part of a paid capital increase, with the exclusion of option rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code. Therefore, the administrative body has resolved to propose to the Shareholders’ Meeting the resolution of a paid capital increase, in a divisible manner, and with the exclusion of option rights pursuant to Article 2441, paragraphs 5 and 6, of the Italian Civil Code, as it serves the Plan, with a final subscription deadline of December 31, 2030. The Shares will be offered for subscription to the Beneficiaries at the above price, determined by the Board of Directors in accordance with the provisions of Article 2441, paragraph 6, of the Italian Civil Code, and whose fairness will be certified by the Board of Statutory Auditors.
Proposal to grant the administrative body the power to increase the share capital and issue convertible bonds
The Board of Directors also resolved to submit for approval by the Extraordinary Shareholders’ Meeting the granting of a power to the administrative body, for a period of 5 years from the date of the resolution, pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, to increase the share capital and issue convertible bonds, up to a maximum of 20 million euros, including share premium, even with the exclusion of option rights or free of charge, also pursuant to Article 2441, paragraphs 4, 5, and 8, and Article 2349 of the Italian Civil Code.
Calling of ordinary and extraordinary shareholders’ meeting and deposit of documents
The Board of Directors has resolved to convene the Ordinary and Extraordinary Shareholders’ Meeting in first call on October 27, 2025, and, if necessary, in second call on October 29, 2025, for:
- in ordinary session: (a) Approval of the financial statements; (b) Allocation of the result for the year; (c) Appointment of the Board of Directors; (d) Approval of a stock option plan called “Piano di stock option Creactives Group 2025-2030”.
- extraordinary session: (a) Proposal to increase the share capital with the exclusion of option rights, pursuant to Article 2441, paragraphs 5 and 6, of the Italian Civil Code, for a maximum total amount of 340.095 euros, including share premium, and through the issue of a maximum of nr.680.190 new ordinary shares without par value to service the stock option plan called “Piano di stock option Creactives Group 2025-2030”; (b) Proposal to grant the Board of Directors a mandate, pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, to increase the share capital and issue convertible bonds up to a maximum of 20 million euros, including share premium, even with the exclusion of option rights or free of charge, also pursuant to Article 2441, paragraphs 4, 5, and 8 of Article 2349 of the Italian Civil Code.
The Company will communicate, in accordance with the deadlines set forth in current legislation, the terms and conditions for participating in the Shareholders’ Meeting, which will be held in compliance with the provisions of the legislation in force pro tempore. Within the time limits set forth in current legislation, the notice of call of the Shareholders’ Meeting will be published, together with all supporting documentation, and will be made available to the public at the Company’s registered office, as well as on the Company’s website www.creactives.com (Investor relations section) and by any other means provided for by applicable laws and regulations.
The financial statements are attached.
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