Company Announcements

CHAPTERS Group AG, the home for mission critical digital solutions, today announced preliminary financial results for the first half of 2025.

H1/2025 highlights:

Revenues: Pro-formaⁱ revenues for the first half of 2025 were c. €85m, up c. 51% compared to €56m for the first half of 2024ⁱⁱ.

EBITDA: Pro-formaⁱ adjusted operating EBITDA was c. €19m, up c. 41% compared to €13m in for the first half of 2024ⁱⁱ.

Updated Outlook: CHAPTERS expects fiscal year 2025 organic revenue growth in the mid-single digits percent range and organic adjusted operating EBITDA growth in the low-teens percent range.

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Jan Mohr, CEO:

“CHAPTERS grew 51% in revenue and 41% in adjusted operating EBITDA during the first half of 2025 with particularly pronounced growth in our Public Sector and Financial Technologies segments. Additionally, we are excited to have welcomed several amazing businesses across all three segments to our Group.

We are seeing the first tangible results of our operating system, Manuscript Method, in action. The operational rigor in our Public Sector and Enterprise VMS businesses has significantly improved. We are pleased to see the benefits for our customers and in our organic EBITDA growth.

Post the Expatrio merger announcement in May 2025, the integration efforts within the Financial Technologies segment are well under way. The merger closed in June 2025, and the financial performance of the combined businesses is within expectations. We continue to look positively at transaction synergies of the merger materializing in organic growth in 2026 and beyond.

With four VMS acquisitions already signed since June 30, 2025, our growth pace continues unabated. In fact, our current M&A funnel gives us confidence that we can keep up great speed in the future.

Recently, we also made several key hires in our AI tech and origination teams. We welcome the new team members on their new chapter joining us in building the best home for mission critical digital solutions.”

Marlene Carl, CFO:

“We are happy to report on a period of outstanding inorganic and solid organic growth. Overall business execution in our Public Sector and Enterprise VMS segments has been strong. The first-time consolidation of Expatrio is expected to have a slightly positive effect on organic revenue growth and a slightly negative effect on organic EBITDA growth in our Financial Technologies segment in 2025. While we saw lower than expected professional services revenues in a few select VMS businesses, Manuscript Method had a positive impact both on pricing and cost discipline across the group. This shows particularly in organic growth of adjusted operating EBITDA which we expect to deliver low teens growth in 2025 over 2024. Since the beginning of the year, we have made tremendous progress in improving our finance processes. We had several key finance talents joining us both at CHAPTERS and at platform subsidiaries. Their work allows us a much faster and better view into our business data, uncovering opportunities to apply Manuscript Method methodically.

Last month, we issued the first tranche of our senior unsecured bonds. This financing was another positive step towards lowering our cost of capital at a time of great M&A deal flow. To that end, we are keen to continue our growth path throughout 2025 and beyond.”

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Preliminary Key Figures as of June 30, 2025

Pro-forma revenue: Pro-forma adjusted operating EBITDA: Look-through ownership of CHAPTERSiv: Net debt at subsidiary level: Net cash and investments at CHAPTERSv: Equity at CHAPTERSvi:

c. €85m c. €19m c. 76% c. €131m c. €40m c. €263m

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The company expects to publish the consolidated and separate interim financial statements in October 2025. The provisional figures are subject to auditors’ review.

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ⁱ CHAPTERS defines half-year pro-forma figures as the full past six months figures based on the group structure as of the June 30, 2025 reporting date. Companies in which CHAPTERS holds a non-controlling interest are not included. Half-year results in the published interim financial statements will only consider the numbers for the time a company was part of the group.

ⁱⁱ For previous periods, CHAPTERS reported pro-forma numbers including results of companies, in which CHAPTERS holds a non-controlling interest. For the first half of 2024, revenue contribution of these companies was €2.8m, EBITDA adj. was €0.4m (see page 13 on the combined interim management report 2024).

ⁱⁱⁱ CHAPTERS defines organic growth as full year results for a financial year based on the relevant group structure as of June 30 of that financial year – compared to full year results for the same group for the previous financial year: For organic growth in 2025, the expected full year results for 2025 based on the group structure as of June 30, 2025 are compared to the full year results for 2024 for the same group. Full year pro-forma revenues for 2024 for the group structure as of June 30, 2025, were c. 172m, adjusted operating EBITDA was c. 42m.

^iv With the remainder held primarily by management teams of our platform subsidiaries.

^v Including all marketable securities (at fair value, including shares held in Software Circle), perpetual bond and investments in minorities stakes (at cost). Debt and investments at the 100% subsidiary of CHAPTERS Group AG, CHAPTERS Beteiligungs GmbH are included.

^vi Including a preliminary parent company net loss of c. €3.8m. The net loss includes c. €11.1m non-cash expenses in relation attributable to newly recognized provision for share-based compensation. Parent company operating costs before share-based compensation were c. €2.2m.