Letter from the CEO

In 2025, our group achieved consolidated revenues of 394 million ron, -2% compared to previous year. Gross margin was 61 million ron, -17% compared to 2024, and EBITDA recorded a value of 11.7 million ron, half the value in 2024, which leads to an operating profit of +1.6 million ron compared to +12.6 million in 2024.

The financial result is a loss of -7.1 million ron, which includes, as in previous years, mark to market adjustments of our holding in Softbinator shares, amounting to -2 million ron, as well as -1 million ron FX differences. Thus, the consolidated gross result of the Bittnet group, at the end of the year, is a loss of -5.9 million ron, while the net loss was -5.2 million ron.

Last year was undoubtedly one of the most difficult years in our history. It was a year of external pressures, postponed decisions and budgets, and high volatility in both the IT&C sector and the entire national economy. In the first half of the year, the prolonged electoral cycle, the instability caused by the negotiations for the formation of a new governing coalition, discussions on the sovereign rating, and delays in the implementation of projects with PNRR financing, contributed to a sudden stop in investments, as well as significant fluctuations felt at the economy level: from pressures on the exchange rate to increasing costs of capital and reluctance to obtain financing for new projects development.

All these elements contributed to the postponement in signing of new contracts, delays in procedures already started, and payment delays for projects already delivered, directly affecting both revenues and the balance sheet. The good news is that these delays did not turn into cancellations and starting with the third quarter we observed a gradual ‘defreezing’ and a resumption of investment plans, both in the public and private sectors.

Thus, the usual seasonality in our activity was even more pronounced than in previous years: if historically the 4th quarter brought approximately a third of revenue and gross margin, in 2025 major deliveries moved to the final part of the year, with the 4th quarter representing 56% of the year’s revenues.

In the first half, consolidated revenues were significantly affected, and operating results reflected the inelasticity of fixed expenses, generating an operating loss of 12.2 million ron. In contrast, the second half generated margins similar to previous years, which combined with the fixed cost reduction that we implemented, led to an operating profit in H2 of almost 14 million ron. In other words, if we had had a first H1 just similar to the previous ones, the operating profitability would have been in line with the planned one.

Of course, that’s not how things work, and the result for the year records the lowest operating profit since we’ve been on the main market, equal to that of 2015 when we were a company with revenues of 10 million ron. On the other hand, the good news is that significant fixed cost reductions, combined with postponing projects, and not canceling them, lead us at the beginning of 2026 to the largest sales pipeline in history – over 500 million ron – combined with a fixed cost structure even lower than that of 2023.

We intend to continue measures to optimize the business structure, not just as reactions to the specific economic context of 2025, but as a continuous process of making the organization more agile, more disciplined and more profitable in the long term.

Beyond the pipeline, we continue to have a significant backlog component, across all business lines. Some of the signed contracts were announced through the BSE news feeds, in accordance with capital market regulations:

• two significant contracts in amount of 23.5 million ron for the delivery of IT courses (contracts won by the Education pillar and signed by the issuer). The majority of the revenues from these agreements will be recorded in 2026, once the courses are delivered;
• a framework agreement worth 143 million ron for the provision of IT storage equipments and configuration services, through Dendrio Solutions (of which approximately half was delivered in 2025).

Business evolution in 2025

While the Digital Infrastructure cluster (Dendrio) experienced the strongest bottlenecks in 2025, but also the largest recovery in Q4, the other business pillars demonstrated resilience and recorded positive and growing developments versus the previous year.

At the IT Education pillar, Bittnet Training, we managed to expand into the cybersecurity courses area, focused on the delivery of DevOps courses and started delivering new courses (such as Project Management). We also signed new strategic partnerships (APMG, ServiceNow) and accelerated deliveries in ADR projects with European funding, which led to a 44% increase in revenues in 2025 versus 2024.

At the Digital Platforms & Software pillar level, Elian closed the year with a growing turnover (+22% vs 2024) as well as a significant multiplication of the operating profit. In 2025, Elian consolidated the recurring revenue base from support services as well as from upgrades to the newest version of Business Central made to existing customers. The focus of the year was on delivering implementations in new contracts to large customers with a significant number of users.

For Nenos, 2025 represented the acceleration of the product-first direction and the launch of new AI Agents already implemented in projects, in addition to obtaining AWS competency in GenAI Services, the first of its kind obtained by a company in Romania. The major projects delivered covered clients from various industries (energy, pharma, insurance, horeca, FMCG, public sector), and the focus was on automating critical processes, reducing operational times and increasing the quality of decisions.

Simplifying the group structure and leveraging the portfolio

In 2025, we continued the process of simplifying the group, reducing organizational complexity and leveraging portfolio assets (sale transaction of the holding in Optimizor). The full repayment of the loan granted to Impetum (for the acquisition of tranche 3 of Fort SA in 2024) was made by contributing 20 million BNET shares to an SPV that was transferred to the issuer. We are in the phase where the BNET shares will be transferred from the SPV to the issuer, thus becoming treasury shares that will be canceled at the next General Meeting (probably in April 2026) after receiving the necessary authorizations.

In October 2025, we held elections for the vacant positions on the Board of Directors. The new Board of Directors has the mandate to continue the plans to capitalize on the assets in the portfolio and direct the resources thus obtained towards rewarding shareholders through share buybacks and/or dividend distributions, within a prudent and sustainable framework for the core business.

Solid foundations for 2026

If we had to summarize 2025 in one idea, it would be: We navigated a year marked by a difficult economic context without compromising strategic directions. We adjusted costs and restructured teams without blocking activity through a period of pressure, but we also laid the solid foundations for the years to come.

The effects of efficiency are easy to see now, analyzing the difference between the first and second semesters of last year, compared to similar periods in 2024 (the year with the highest operational and financial profitability): From the same gross margin, by decreasing indirect expenses, we obtained, in 2nd semester 2025, a 52% higher EBITDA value and a 42% higher operating profit value compared to 2nd semester 2024.

We look toward 2026 with confidence: we already have a solid backlog of projects contracted for delivery this year (approximately RON 120 million) and an active pipeline for the upcoming period exceeding RON 500 million, a leaner cost structure, and clear plans to continue improving operational performance, together with a clear mandate to attract strategic partners across all our businesses in order to return cash to shareholders.

Thank you for the trust and patience shown during a complicated year. We continue to build for the long term, with prudence, discipline, and the ambition to turn every difficult cycle into an inflection point for the next stage of growth.

We invite you to review the presentation of the preliminary financial statements and to send us your questions or feedback at investors@bittnet.ro.

Mihai Logofătu,
CEO and Co-Founder, Bittnet Group