High-potential SMEs

Egm in X-ray: Mare Engineering revenues jump 46% after shopping spree

After a flurry of acquisitions, the Pomigliano d'Arco (Naples) company saw a significant increase in turnover in 2025

by Valeria Novellini

3 April 2026

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PIAZZA AFFARI MILANO PALAZZO DELLA BORSA ESTERNI VALORI IMAGOECONOMICA

6' min read

Translated by AI

Versione italiana

Key points

Numbers
Released La Sia through Opa and acquired other companies in Italia and abroad
Non-recurring charges of EUR 11.76 million were charged in 2025

6' min read

Translated by AI

Versione italiana

Mare Engineering between mid-2025 and early 2026 was the protagonist of the first 'non-agreed' takeover bid at Euronext Growth Milan on Eles, active in the production of machines for semiconductor test solutions. There were no shortage of twists and turns on both sides: continuous increases in the offer price, press releases intended to support or deny the congruity of these prices, legal actions, and a tourbillon of independent directors on the Eles Board of Directors.

And how did it end? With the forthcoming delisting of Eles, but not as a result of the takeover bid by Mare Engineering (which, at least initially, had announced that it was not thinking of delisting) but rather of the subsequent one by Xenon Aifm (belonging to the Xenon Private Equity group which, ironically enough, will also shortly be acquired - in this case it is an agreed operation - by Equita Group for a countervalue of 70 million, 50% of which in cash and 50% in Equita Group shares deriving from a reserved capital increase at 5.8253 euro per share). After several increases, the consideration for the Xenon takeover bid on Eles shares was raised to EUR 3.2 per Eles share (it had started, with Mare Engineering's first takeover bid, from EUR 2.25 per share). Mare Engineering thus decided to contribute to the Xenon Tender Offer the 8,218,624 Eles shares it had at its disposal following the various Tender Offers as well as numerous direct purchases on the market for a total countervalue of 26.3 million, realising a capital gain of approximately 5.6 million. Not bad.

The numbers

All this demonstrates that - at least for now - takeover bids not agreed on Euronext Growth Milan are very problematic, both because the free float available on the market is often relatively scarce, and because of the almost constant presence (this is also the case of Eles) of shares with multiple voting rights held by the reference shareholders, which make it difficult to reach a quorum in shareholders' meetings called to deliberate on important issues. It has to be said that Mare Engineering had proposed an industrial project to Eles in the Aerospace and Defence, Semiconductor and Digital and Ai sectors, underlining, moreover, the less than brilliant results achieved by Eles in the first half of 2025. However, Eles closed H1 2025 with revenues up 1.5% to EUR 36.2 million, EBITDA up 13.3% to EUR 6.8 million (+20.7% to EUR 7.2 million on an adjusted basis), EBIT and net profit up 45% to EUR 3.4 million and 68.3% to EUR 2.1 million, respectively, and net cash of EUR 5.4 million (EUR 1.4 million at 31/12/2024) at the end of 2025. And it is a pity that with these results it will exit Euronext Growth Milan.

Released La Sia through Opa and acquired other companies in Italia and abroad

Mare Engineering, even disregarding the Eles case, has for some time been pursuing a strategy of growth by external lines, which has resulted, among other things, in the acquisition of La Sia, again at Euronext Growth Milan (this time through an 'agreed' Opas in the ratio of 0.64 newly issued Mare Engineering shares and EUR 0.6308 for each La Sia share).

The delisting took place on 8 September 2025. Not only that. At the end of 2025, in addition to La Sia, Powerflex and M2R Holding were incorporated into Mare Engineering, I.d.e.a. was acquired. Srl and the acquisition of Rack Peruzzi Srl, 55% of Workgroup, the remaining 49% of Mare Group CZ sro (formerly WebRex sro) based in the Czech Republic and 51% of the search fund EasyGo Srl launched in collaboration with Borgosesia (in March 2026 the stake in EasyGo Srl, which in the meantime had acquired the software company Emm System Srl, was increased to 100%, while on Borgosesia, again ironically, a voluntary full takeover bid was launched by Alba Srl at €0.71 per share). Finally, through Workgroup Srl, an agreement was reached in March 2026 to repurchase 52% of Iem Srl (company data management and analysis software).

Non-recurring charges of EUR 11.76 million were charged in 2025

So in the 2025 financial year Mare Engineering saw revenues jump by 46.1% to EUR 59.06 million. But the weight of the expansion of the perimeter was felt and, as a result, the ebitda went from EUR 6.2 million to EUR 331,000, the operating profit went from EUR 2.15 million to an operating loss of EUR 12.3 million, and the net loss went from EUR 322,000 to EUR 8.67 million. Of course, it should be noted that in 2025, there are write-downs of current and non-recurring assets of no less than EUR 9.53 million (only EUR 0.1 million in 2024), but also non-recurring financial income of EUR 6.99 million (EUR 0.17 million in 2024), resulting from dividends from financial participations and fair value valuation of the participations themselves. On an adjusted basis, on the other hand, ebitda increased from EUR 9 million to EUR 15.9 million (+75.8%). Adjustments made amounted to €11.76 million and derived from contingent liabilities of €2.96 million, expenses related to M&A, IPOs, mergers and transition to IFRS of €8.07 million, and provisions for stock options and stock grants of €0.66 million. In 2024, non-recurring expenses amounted to EUR 2.73 million.

As of 31/12/2025, net financial debt (adjusted) amounted to EUR 24.2 million, obviously a sharp increase compared to EUR 3 million at the end of 2024, but not giving rise to financial tensions as the Debt/Equity ratio was about 0.53 times. Mare Engineering will distribute to shareholders a dividend of EUR 0.03 per share (from available reserves), corresponding to a dividend payout of EUR 580,000 (the parent company also closed the year with a loss of EUR 8.92 million, mostly as a result of the aforementioned write-downs).

The 2026 guidance indicates 95 - 100 million revenue and 21 - 22.5 ebitda

On a pro-forma basis (including La Sia, Rack Peruzzi Srl, I.d.e.a Srl, Rent4Services Srl and Emm System Srl for the entire year), the Mare Engineering group's revenues in 2025 would have reached EUR 85 million and adjusted EBITDA EUR 19 million. The company indicated revenues of between EUR 95 million and EUR 100 million, ebitda of between EUR 21 million and EUR 22.5 million, and net financial debt of between EUR 15 million and EUR 20 million for the current year. With regard to revenues, Mare Engineering reported that at the end of February, orders in the La Sia division amounted to EUR 4.25 million (+38% compared to the same period in 2025), of which at least 25% (around EUR 1.06 million) will be invoiced in 2026; in the Industry and Transport and Aerospace and Defence divisions, orders amounting to EUR 7 million were acquired, 45% of which will be fulfilled by 2026 (approx. EUR 3.15 million), and a high-tech order for digital infrastructure was obtained for the Mediterranean Biopark for EUR 1.9 million, with a duration of 9 months.

Then there is the new customer Trenitalia (maintenance plants in Lombardy, Veneto and Piedmont, in a joint venture of which Mare Engineering is the lead company, for a total value of EUR 5.4 million, of which 15% of the share, i.e. 55%, to be invoiced by 2026, therefore approximately EUR 0.45 million), the three-year EUR 3 million research and development project 'Spinta' (artificial intelligence in the agrifood supply chain) for which EUR 1.19 million in subsidised financing and EUR 594000 in non-repayable grants) and other activities, including participation in the consortium that built Leonardo Helicopters' Ngtr-Td tiltrotor prototype, which successfully completed its first flight on 25 February 2026.

Obviously, in 2026 the level of depreciation and amortisation (which has already risen from EUR 4 million to EUR 12.6 million) is set to increase further, as are financial expenses given the increase in net debt, while as far as financial income is concerned, it should be remembered that Mare Engineering holds a 10% stake in Dba Group and a 22.4% stake in TradeLab (both at Euronext Growth Milan; the latter took over a business unit and two software platforms from Mare Engineering for EUR 3.88 million). Dba Group will announce its 2025 results at the end of May (the half-yearly report to 30/6 showed very positive results), while TradeLab closed the year with a net profit of EUR 0.27m, but will not distribute any dividends to shareholders.

Mare Engineering is well on its way to creating - as per its declarations - the "Italia Engineering Pole in High-Tech Sectors", with the ex-Powerflex and Rack Peruzzi activities in Aerospace and Defence, I.d.e.a. in Industry and Transport (Eles should also have contributed to this sector), the La Sia division in the Infrastructure and Construction sector, and Workgroup and TradeLab in the SME digitalisation activities. However, even if the group still intends to grow by external lines (and has the financial capacity to do so), a full integration of the numerous companies acquired in 2025 is probably a priority at this point in order to improve the bottom line as well. After all, the share price has been virtually static for a year now. The free float? It is very high, especially for a company in the Euronext Growth Milan: 45.8% of the share capital.