Gvs S.p.aMIL: GVS

Annual Financial Report 2025

· Issued by Gvs S.p.a


Annual financial report





Beyond the Numbers: A Closer Look at Who We Are

Every growth journey needs reference points, but above all, it relies on people who make it possible. At GVS, we believe that the true value of a company lies first and foremost in the people who bring it to life every day, through their commitment, passion, and sense of responsibility. A global community of around four thousand people, continuously contributing to the development of the Group and embodying its values. This belief guides the way we do business and accompanies every step of our growth.

This Report tells the story of the results we have achieved, but also of the human context in which they take shape. For over a decade, we have empowered our people by providing space, voice, and visibility through a photographic contest for our corporate calendar. Launched in 2013, this project has become an integral part of GVS's life and identity, allowing employees to share their unique perspectives of the company from the inside, both across the organization and beyond.

The images accompanying this Report are not simply photographs, but expressions of different experiences, sensitivities, and cultures that together portray an authentic image of our global reality. They represent a tangible opportunity for inclusion and participation, where individual contributions intertwine with the value of teamwork, reinforcing the idea of GVS as a united community built on relationships, collaboration, and mutual trust. A company that grows together with its people, like an extended family in which everyone can feel part of a shared journey.

The cover image is a particularly meaningful visual synthesis of this approach. The Nubble Lighthouse in York, Maine - anchored to the rock and constantly exposed to the strength of natural elements - conveys stability and resilience. At the same time, it evokes values deeply connected to GVS's identity - protection, risk reduction, people's safety, and technology serving reliable solutions - principles that have long guided our industrial activity. It is no coincidence that the image was taken in 2015 by a GVS employee as part of the internal photographic contest: a tangible sign of the strong link between our industrial strategy and the people who make it possible every day.

For GVS, looking beyond the numbers means recognizing that long-term value stems from balancing industrial strength with the centrality of people. With this spirit, we continue our growth, aware that putting people at the centre is the only way to create lasting value and face the future responsibly.

GVS GROUP CEO

Massimo Scagliarini





COMPANY DETAILS AND INFORMATION FOR SHAREHOLDERS 5

GROUP STRUCTURE 6

CORPORATE BODIES 7

DIRECTORS' REPORT ON OPERATING PERFORMANCE 8

Commentary on the results 10

Further information 25

Consolidated Sustainability Statement 34

Proposal for the approval of the financial statements and the allocation of the profit for the financial year 175

CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2025 176

Consolidated statement of financial position 178

Consolidated income statement 179

Consolidated statement of comprehensive income 180

Consolidated statement of changes in shareholders' equity 181

Consolidated statement of cash flows 182

Notes to the Consolidated Financial Statements as at 31 December 2025 183

Statements attached to the Consolidated Financial Statements 253

Certification of the Consolidated Financial Statements pursuant to Article 154-bis of Italian Legislative Decree 58/98 258

Independent auditors' report on the Consolidated Financial Statements as at 31 December 2025

. 259

FINANCIAL STATEMENTS AS AT 31 DECEMBER 2025 268

Statement of financial position 270

Income Statement 271

Statement of comprehensive income 272

Statement of changes in shareholders' equity 273

Cash flows statement 274

Explanatory Notes to the financial statements for the year ended 31 December 2025 275

Statements attached to the Financial Statements 342

Certification of the Financial Statements pursuant to Article 154-bis of Italian Legislative Decree 58/98 347

Report of the Board of Statutory Auditors to the Shareholders' Meeting on the Financial Statements

as at 31 December 2025 348

Report of the independent auditors on the Financial Statements for the year ended 31 December 2025 371

‌COMPANY DETAILS AND INFORMATION FOR SHAREHOLDERS

REGISTERED OFFICE

GVS S.P.A

Via Roma 50

40069 Zola Predosa BOLOGNA - ITALY Tel. +39 051 6176311

Fax +39 051 6176200

https://www.gvs.com

LEGAL INFORMATION

Share capital Euro 1,891,776.93; Tax code: 03636630372

VAT no. 00644831208

Bologna Economic and Administrative Index No. 0305386 Bologna Companies Register No. 45539

INVESTOR RELATIONS

E-mail: investorrelations@gvs.com

‌GROUP STRUCTURE*

*For information on the company name, registered office, the currency in which the Company operates, share capital of the GVS Group companies and the stake held by GVS SpA, please see the Explanatory Notes

** GVS AUSTRALIA was established in 2025, however it is not yet operational as at 31 December 2025

‌CORPORATE BODIES

Board of Directors

Chair (Independent) Alessandro Nasi

Chief Executive Officer Massimo Scagliarini

Non-Executive Directors Marco Pacini Grazia Valentini Marco Scagliarini

Independent Directors Simona Scarpaleggia (1) (2)

Anna Tanganelli (1)

Pietro Cordova (1) (2)

Michela Schizzi (2)

Board of Statutory Auditors

Chair Maria Federica Izzo

Standing Statutory Auditors Francesca Sandrolini Giuseppe Farchione

Alternate Statutory Auditors Alessia Fulgeri

Mario Difino

Manager responsible for preparing the company's financial reports

Emanuele Stanco

Manager responsible for the Sustainability Reporting

Francesca Olivieri

Audit Firm PricewaterhouseCoopers SpA

  1. Member of the Control, Risk and Sustainability and Related Party Transaction Committee

  2. Member of the Nominations and Compensation Committee

‌DIRECTORS' REPORT ON OPERATING PERFORMANCE

CONTENTS

COMMENTARY ON THE RESULTS 10

FURTHER INFORMATION 25

CONSOLIDATED SUSTAINABILITY STATEMENT 34

General Information 34

Environmental information 82

Social information 119

Governance information 156

Attestation of the Sustainability Report pursuant to Article 81-ter, paragraph 1, of Consob Regulation No. 11971 of 14 May 1999 as amended and supplemented 168

Report of the independent auditors on the limited review of the Consolidated Sustainability Report pursuant to Art. 14-bis of Italian Legislative Decree No. 39 of 27 January 2010 169

PROPOSAL FOR THE APPROVAL OF THE FINANCIAL STATEMENTS AND THE ALLOCATION OF THE PROFIT FOR THE FINANCIAL YEAR 175 ‌Commentary on the results

The Management Report of GVS SpA (hereinafter also referred to as the "Company" or the "Parent Company") and that of the GVS Group are presented with the annual financial statements and consolidated financial statements at 31 December 2025.

The separate and consolidated financial statements for the year ended 31 December 2025 have been prepared in accordance with the IFRS accounting standards issued by the International Accounting Standards Board and adopted by the European Union, as well as with the measures issued to implement Article 9 of Italian Legislative Decree 38/20 ('IFRS'). The consolidated financial statement as at 31 December 2025 closed with a profit of Euro 18,414 thousand, after Euro 7,384 thousand in taxation and a total of Euro 45,551 thousand in amortisation, depreciation and write-downs.

The Management Report is intended to provide information the situation of the Company and the GVS Group and on management trends as a whole and in the various areas in which the Group operates, also through its subsidiary companies, and has been prepared in compliance with the provisions of section 2428 of Italian Civil Code.

The statements presented and discussed below have been prepared on the basis of the consolidated financial statements and the separate financial statements for the year ended 31 December 2025, to which reference is made, which have been prepared in accordance with IFRS.

Performance of the GVS Group and Parent Company and analysis of the results for the 2025 financial year

The GVS Group is one of the world's leading providers of advanced filtration solutions, primarily for

applications in the Healthcare & Life Sciences sector.

The 2025 financial year took place against a complex macroeconomic and geopolitical backdrop, characterised by ongoing international tensions on multiple fronts, from Ukraine to the Middle East, which contributed to persistently significant uncertainty in global markets. In addition to this context, there were further sources of volatility related to international trade policies, in particular the imposition of new tariffs by the US administration, as well as the significant depreciation of the US dollar over the course of the year.

Against this backdrop, the Group focused its efforts on mitigating the potential impacts of developments in the geopolitical and trade environment. In particular, the Company benefited from its industrial structure, which is heavily oriented towards a local-for-local production model, which in the United States translates into the presence of six production facilities and relatively limited flows of products from Europe to the US market. This configuration made it possible to mitigate the direct impact of the new tariffs, including through targeted price adjustments.

Furthermore, in the medium term, the new trade environment could create additional opportunities for the Group, given the growing trend of reshoring critical production to the United States, which is currently largely sourced from Asian countries. This trend appears to be accelerating and could

gain further momentum in 2026, not least in light of the emergence of more geopolitical instability in the Middle East.

Throughout 2025, the Company also continued to integrate and develop its recently acquired businesses. In particular, the integration of Haemonetics' Whole Blood business, acquired in January 2025, into the new Transfusion Medicine division, with the aim of progressively bringing all major industrial production in-house from 2026 onwards.

At the same time, the process of streamlining and optimising the Group's industrial footprint was completed, with the closure of the Puerto Rico plant and the commencement of operations at two new production sites in Lancaster (United Kingdom) and Suzhou (China), which will help to further strengthen the Group's industrial presence and operational flexibility in its main geographical markets.

The three-year period 2023-2025 therefore concludes with the completion of a major cycle of industrial and organisational transformation for the Group. During this period, GVS completed the integration of the companies acquired in 2021, 2022 and 2024, streamlined its production footprint, and continued to improve its operating margins, while also significantly reducing its financial debt.

Over the three-year period, the Company also further consolidated its position as a manufacturer of highly critical filtration systems and related devices for the Healthcare and Life Sciences sectors. These activities have historically constituted the Group's core business since its foundation and, over time, have gradually increased in relative importance, now accounting for approximately 70% of total revenue.

At the end of this journey, and thanks to the investments made in recent years in M&A transactions, in developing its industrial footprint, in expanding its product range and in strengthening its key managerial resources, the Group is in a position to embark on a new phase of growth over the next three years, consolidating its leadership in its core sectors and developing new markets in full synergy with its competitive positioning and technological expertise.

As noted above, on 14 January 2025, GVS completed the acquisition of Haemonetics' whole blood business. In order to reflect the Group's strengthened presence in the whole blood market and to maximise sales efforts to meet the needs of new and existing customers, as of 1 January 2025, GVS' Healthcare and Life Sciences division has been reorganised into the following three sub-divisions:

  • MedTech, which combines the existing Liquid and Air & Gas sub-divisions, with the addition of revenue from the sale of membranes (previously included in the Laboratory sub-division) and net of the STT product lines (which have been merged into Transfusion Medicine);

  • Transfusion Medicine, which includes the impact of the assets deal acquired from Haemonetics and the STT product lines;

  • Life Sciences, which replaces the current Laboratory segment, excluding sales of membranes (which have been incorporated into MedTech).

This organisational change has been reflected in the detailed disclosure of revenue from contracts with customers by product line as of the first quarter of 2025. In addition, for the Energy & Mobility and Health & Safety divisions (the latter has been renamed Safety), the previous sub-divisions have been eliminated and are monitored from a commercial perspective as a whole.

The table below breaks down revenues from contracts with customers by division in the years ending on 31 December 2025 and 31 December 2024:

(In thousands of euro)

Year ending on 31 Dece

2025

mber

2024

Medtech

215,132

228,633

Transfusion Medicine

57,814

46,548

Life Sciences

12,102

13,012

Healthcare & Lifesciences

285,048

288,193

Safety

82,861

76,904

Energy & Mobility

56,753

63,445

Revenues from contracts with customers

424,662

428,542

In 2025, GVS achieved consolidated revenues of Euro 424.7 million, down by Euro 3.9 million compared to the revenues recorded in 2024. The increase in revenue in the Safety division, amounting to Euro 6 million (+7.7%), and the contribution of the Transfusion Medicine sub-division, whose growth is linked to the acquisition of Haemonetics' whole blood business, only partially offset the decrease in sales experienced in the Energy & Mobility division and the Medtech sub-division.

The breakdown of revenue from contracts with customers as at 31 December 2025 is as follows:

  • The Healthcare & Life Sciences division, which accounts for 67.1% of the total, recorded revenue of Euro 285 million, a decrease of 1.1% compared to the previous financial year, despite the acquisition of Haemonetics' whole blood business. The division's revenues were adversely affected by a decrease in sales related to the haemodialysis business in the US market, amounting to Euro 11.1 million;

  • the Health & Safety division accounts for 19.5% of the total and stood at Euro 82.9 million, marking a decrease of 7.7% compared to the same period of the previous year.

  • the Energy & Mobility division, which accounts for 13.4% of the total, showed a decrease of 10.5% in terms of revenues compared to the same period of 2024, realising sales of Euro 56.7 million and showing a performance negatively impacted by the slowdown in the automotive sector.

The consolidated financial statements are shown below, including the economic, equity and financial data for the year ending on 31 December 2025, in comparison with those of previous years, reclassified on the basis of current practice in financial analysis.

Analysis of reclassified financial position 1

Period of 12 months ended 31 December

(In thousands of euro)

2025

of which

non-recurring

2025

Adjusted

%

2024

of which

non-recurring

2024

Adjusted

%

Revenues from sales and services

424,662

424,662

100.0%

428,542

428,542

100.0%

Other operating income

8,527

798

7,729

1.8%

7,815

1,137

6,678

1.6%

Total revenue

433,189

798

432,391

101.8%

436,357

1,137

435,220

101.6%

Raw material purchase costs and changes in inventories

(129,571)

(129,571)

-30.5%

(133,281)

(133,281)

-31.1%

Services costs

(62,789)

(1,322)

(61,467)

-14.5%

(59,308)

(787)

(58,521)

-13.7%

Other operating costs

(6,076)

(1,155)

(4,921)

-1.2%

(7,663)

(2,038)

(5,625)

-1.3%

Added value

234,753

(1,679)

236,432

55.7%

236,105

(1,688)

237,793

55.5%

Personnel cost

(132,194)

(2,778)

(129,416)

-30.5%

(134,910)

(1,041)

(133,869)

-31.2%

EBITDA

102,559

(4,457)

107,016

25.2%

101,195

(2,729)

103,924

24.3%

Depreciation and amortisation

(45,311)

(14,388)

(30,923)

-7.3%

(44,291)

(16,650)

(27,641)

-6.5%

Provisions and write-downs

(240)

(240)

-0.1%

(696)

(696)

-0.2%

EBIT

57,008

(18,845)

75,853

17.9%

56,208

(19,379)

75,587

17.6%

Financial income and expenses

(31,211)

(628)

(30,583)

-7.2%

(13,244)

(2,947)

(10,297)

-2.4%

Profit (loss) before tax

25,797

(19,473)

45,270

10.7%

42,963

(22,326)

65,290

15.2%

Income taxes

(7,384)

5,967

(13,351)

-3.1%

(9,589)

7,978

(17,567)

-4.1%

Groups and minority shareholders' net profit or loss

18,414

(13,506)

31,919

7.5%

33,375

(14,348)

47,723

11.1%

The consolidated financial results from operating activities as at 31 December 2025 are as follows: normalised revenue from sales and services of Euro 424.7 million (Euro 428.5 million in 2024); adjusted (or normalised) EBITDA of Euro 107 million (Euro 103.9 million in 2024); adjusted (or normalised) EBIT of Euro 75.8 million (Euro 75.6 million in 2024).

Normalised EBITDA is up 3% compared to the 2024 financial year, with a margin on revenues of 25.2%, an improvement compared to the margin recorded in 2024, equal to 24.3%. The increase in EBITDA is supported by the contribution of the profitability recovery actions implemented by the Group.

‌1 In these financial statements, a number of financial indicators and reclassified statements not defined by IFRS are presented and discussed. These figures are defined below in accordance with the provisions of the Consob Communication of 28 July 2006 (DEM 6064293) and subsequent amendments and additions (Consob Communication No. 0092543 of 3 December 2015, which implements ESMA Guidelines 2015/1415).

The alternative performance measures listed below should be used as supplementary information to that required by IFRS, to help users of the financial report better understand the Company's economic and financial performance and its financial position. Alternative performance measures are metrics used by the Issuer to monitor and assess the Group's performance and are not defined as accounting measures under either Italian Accounting Standards or IAS/IFRS. Therefore, the calculation method applied by the Group may not be consistent with that adopted by other operators and/or groups and may thus not be comparable. It should be noted that the method used by the Company to calculate these adjusted measures has remained consistent over the years.

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) is defined by the Issuer's Directors as the 'profit or loss before tax and financial expenses/income', as reported in the consolidated income statement, gross of amortisation of intangible fixed assets, depreciation of tangible fixed assets and rights of use, and provisions and bad debt write-downs, as reported in the aforementioned consolidated income statement. EBITDA is a measure used by the Issuer to monitor and assess the Group's operating performance.

EBIT (Earnings Before Interest and Taxes) represents the consolidated profit or loss before tax, financial expenses and financial income, as shown in the income statement statements prepared by the Directors for the preparation of the financial statements in accordance with IFRS.

EBT (Earnings Before Taxes) represents the consolidated profit or loss before tax as shown in the income statements prepared by the Directors for the preparation of the consolidated financial statements in accordance with IAS/IFRS.

Normalised EBIT, with a revenue margin of 17.9%, amounted to Euro 75.8 million (Euro 75.6 million in the previous year), as the increase in normalised EBITDA was offset by the rise in normalised depreciation and amortisation.

Normalised net financial expenses, net of foreign exchange losses of Euro 20,386 thousand in 2025 and foreign exchange gains of Euro 3,890 thousand in 2024, decreased in the period under review, from Euro 14,187 thousand for the period ended 31 December 2024 to Euro 10,197 thousand for the period ended 31 December 2025, mainly due to the reduction in the nominal value of the loans in accordance with the repayment plans thereof and the contractually established interest rates.

Profit before tax from recurring operations for the year under review amounted to Euro 45.3 million, down from Euro 65.3 million in 2024, influenced by the foreign exchange loss recognised in 2025 (Euro 20,386 thousand) and the foreign exchange gain recognised in 2024 (Euro 3,890 thousand), respectively.

Non-recurrent income and expenses in the year ending on 31 December 2025 mainly refer to: (i) income resulting from the compensation paid by Haemonetics to reimburse the voluntary redundancy incentives granted and set aside following the acquisition of the whole blood business (Euro 544 thousand); (ii) the extraordinary capital gain resulting from the disposal of tangible assets due to the relocation of the production facility to the United Kingdom (Euro 200 thousand); (iii) costs for consultancy and various services received on an exceptional basis in connection with the acquisition of Haemonetics' whole blood business and the extraordinary merger by incorporation of Haemotronic SpA into GVS SpA, totalling Euro 1,322 thousand; (iv) costs allocated to the provision for the relocation and rationalisation of the Group's production sites (totalling Euro 939 thousand); ( v) costs allocated to the provision for tax risks relating to indirect taxes and associated penalties, amounting to Euro 216 thousand; (vi) costs relating to Group personnel as a result of the ongoing restructuring process (totalling Euro 2,778 thousand); (vii ) amortisation and depreciation of intangible and tangible assets recognised following the purchase price allocation of the Kuss, RPB, Haemotronic, STT and EG groups (totalling Euro 14,388 thousand); and finally (viii) interest recognised following the discounting of the earn-out payables for the acquisitions of the STT group and Haemotronic's whole blood business (Euro 628 thousand), net of the related tax effect. Non-recurring net income for tax purposes includes, among other items, Euro 1,277 thousand relating to revenues associated with the Patent Box tax benefit for the parent company GVS SpA, and Euro 240 thousand relating to costs associated with direct tax risks.

Non-recurrent income and expenses in the year ending on 31 December 2024 represent: (i) income resulting from the partial release of the provision for risks set aside in previous years for a specific dispute that arose prior to the acquisition and related to Haemotronic SpA (Euro 1,137 thousand); (ii) costs related to the Group's personnel as a result of the ongoing restructuring process (totalling Euro 1,041 thousand); (iii) consultancy costs related to services received on an exceptional basis (Euro 787 thousand), primarily in connection with the acquisition of Haemonetics' whole blood business; (iv) the cost related to the reduction in the compensation obtained by the seller of Haemotronic SpA in respect of a specific dispute, for which the corresponding provision for risks was released in the same amount (Euro 1,137 thousand); (v) costs allocated to the restructuring provision (totalling Euro 902 thousand); (vi) amortisation and depreciation of intangible and tangible

assets recognised following the purchase price allocation for the Kuss, RPB, Haemotronic, STT and EG groups (totalling Euro 16,216 thousand); (vii) write-downs of intangible assets resulting from the plan to relocate and rationalise the Group's production sites (Euro 434 thousand); and finally (viii) interest recognised following the discounting of the earn-out liabilities for the acquisitions of the STT and Haemotronic groups (Euro 2,947 thousand), net of the related tax effect. Non-recurring net income for tax purposes includes, among other items, Euro 2,942 thousand relating to revenues associated with the Patent Box tax benefit for the parent company GVS SpA, and Euro 750 thousand relating to costs associated with direct tax risks.

Analysis of reclassified equity position

At 31 December At 31 December

(In thousands of euro)

2025

2024

Net intangible fixed assets

434,345

472,941

Net rights of use

25,244

23,390

Net tangible fixed assets

163,602

133,756

Financial fixed assets

1,251

3,175

Other fixed assets

1,977

2,983

Fixed Capital (A)

626,419

636,245

Net trade receivables

50,770

55,368

Inventories

90,399

80,542

Trade payables

(42,630)

(42,541)

Net commercial working capital (B)

98,538

93,368

Other current assets

25,383

24,223

Other current liabilities

(36,086)

(42,809)

Total current assets/liabilities (C)

(10,703)

(18,586)

Net working capital (D) = (B) + (C)

87,835

74,782

Other non-current liabilities (E)

(32,321)

(29,937)

Employee severance pay and termination benefits (F)

(2,833)

(2,924)

Provisions for risks and charges (G)

(1,818)

(7,148)

Net invested capital (H) = (A+D+E+F+G)

677,282

671,017

Shareholders' Equity

(437,182)

(451,230)

Consolidated shareholders' equity (I)

(437,182)

(451,230)

(Short-term net financial indebtedness)/Liquidity

(44,918)

49,375

(Non-current net financial indebtedness)

(195,183)

(269,161)

Net financial indebtedness (L)

(240,101)

(219,786)

Own funds and net financial indebtedness (M) = (I+L)

(677,282)

(671,017)

Fixed assets as at 31 December 2025 decreased by Euro 9,826 thousand, primarily as a result of depreciation and amortisation for the financial year and the effect of exchange rate fluctuations, which had a negative impact on the translation of foreign currency assets, net of the Haemonetics whole blood assets acquired at the beginning of the year and the investments made during the financial year in respect of property, plant and equipment, intangible assets and rights of use. Specifically, net intangible fixed assets decreased by Euro 38,596 thousand, comprising Euro 19,596 thousand due to amortisation, depreciation and write-downs for the year and Euro 27,250 thousand

due to the effect of exchange rate fluctuations, which had a negative impact on the translation of foreign currency assets, an effect that was partially offset by investments made amounting to Euro 9,508 thousand. Net tangible fixed assets increased by Euro 29,846 thousand, of which Euro 29,129 thousand related to Haemonetics' whole blood business and Euro 28,764 thousand to investments capitalised during the year, net of depreciation and the negative effect of the translation of assets held in foreign currencies, amounting to Euro 18,520 thousand and Euro 9,147 thousand, respectively. The net increase in rights of use, amounting to Euro 1,854 thousand, is primarily attributable to the change in net investments and divestments for the financial year, totalling Euro 9,404 thousand, net of amortisation and depreciation and the negative exchange rate reserve, amounting to Euro 7,196 thousand and Euro 541 thousand, respectively. Finally, financial fixed assets and other non-current assets fell by Euro 1,924 thousand and Euro 1,006 thousand respectively, primarily as a result of the utilisation of the deposit paid to Haemonetics in previous years for the acquisition of the whole blood business and the decrease in the fair value of derivative assets.

The balance of net commercial working capital as at 31 December 2025 shows an increase of Euro 5,170 thousand compared to 31 December 2024, primarily due to the increase in inventory stocks of Euro 9,857 thousand, net of the decrease in trade receivables of Euro 4,598 thousand. The deterioration in net commercial working capital between the two dates under comparison is primarily attributable to the inventory acquired as part of the acquisition of Haemonetics' whole blood business, which was completed in January 2025.

The increase in other current assets as at 31 December 2025, amounting to Euro 1,160 thousand, is primarily attributable to assets arising from contracts with customers, indirect tax receivables and advances to suppliers.

The decrease in other current liabilities as at 31 December 2025 compared to 31 December 2024, amounting to Euro 6,723 thousand, is primarily attributable to the decline in direct tax payables and payables to employees and directors.

Provisions for risks and charges, amounting to Euro 1,818 thousand as at 31 December 2025, decreased by Euro 5,330 thousand, primarily as a result of the payment and corresponding use of the provision relating to (i) the relocation of production sites in the United Kingdom and China, (ii) the reorganisation and streamlining of the Group's production sites, and (iii) the payment and reclassification of the liability associated with the tax dispute, following the settlement of outstanding matters with the tax authorities.

Shareholders' equity as at 31 December 2025 decreased by Euro 14,049 thousand, primarily due to

(i) the effect of the comprehensive loss for the year of Euro 6,636 thousand, which was negatively impacted by the change in the currency translation reserve of Euro 24,502 thousand; and (ii) the purchase of treasury shares for Euro 10,281 thousand; net of the increase in reserves relating to the long-term incentive plan (Euro 2,526 thousand).

The reader is referred to the next section for information on changes in net financial indebtedness.

Analysis of net financial indebtedness and net financial position

Trends in net financial debt and the net financial position2 are analysed below.

(In thousands of euro)

At 31 December 2025

At 31 December 2024

(A)

Cash on hand

78,692

102,991

(B)

Cash equivalents

-

-

Time deposits

-

28,460

Securities held for trading

2,637

2,401

Financial receivables for leasing

292

124

(C)

Other current financial assets

2,929

30,985

(D)

Liquidity (A)+(B)+(C)

81,621

133,976

Financial payables to parent companies

-

2,041

Financial lease payables to other companies in the GVS Group

4,052

2,402

Financial payables for leases

4,929

5,632

Hedging derivatives

(460)

Other Financial Payables

7,549

20,729

(E)

Current financial payables

16,071

30,804

(F)

Current portion of non-current payables

110,468

53,797

(G)

Current financial indebtedness (E) + (F)

126,538

84,601

(H)

Net current financial indebtedness (D)-(G)

(44,918)

49,375

Non-current bank payables

176,902

245,480

Other financial payables

4,736

8,786

Financial lease payables to other companies in the GVS Group

4,504

2,250

Non-current payables for leasing

8,817

11,888

(I)

Non-current financial payables Derivative financial instruments

194,959

-

268,404

-

(J)

Debt instruments

-

-

(K)

Trade and other non-current payables

224

757

(L)

Non-current financial indebtedness (I) + (J) + (K)

195,183

269,161

(M)

Total net financial indebtedness (H)-(L)

(240,101)

(219,786)

The increase in net financial indebtedness as at 31 December 2025 compared to 31 December 2024, totalling Euro 20,315 thousand, is primarily due to the acquisition of Haemonetics' whole blood business, for which the Group paid the seller Euro 40,497 thousand at closing and recognised an earn-out liability of Euro 4,078 thousand, payable by February 2028. During the reporting period, the earn-out liability related to the Haemonetics transaction, originally recognised at Euro 14,238 thousand, was reduced to Euro 4,078 thousand, as, based on the sales achieved as at 31 December 2025, the first earn-out payment due in February 2026 was not made, and, taking into account the estimated future sales as at 31 December 2026, the Group does not expect to meet the contractual revenue target required for the payment of the second earn-out due in February 2027. For the sake of completeness, it should be noted that the purchase cost of the whole blood business also includes the amount of Euro 1,953 thousand already paid to the seller as a deposit in previous financial years, which has no impact on the change in net financial indebtedness in the two financial

‌2 Calculated in accordance with Consob Communication of 28 July 2006 and in compliance with the CESR Recommendation of 10 February 2005, 'Recommendations for the consistent implementation of the European Commission Prospectus Regulation', updated on the basis of the ESMA Guidelines published in 2021.

years under comparison. Excluding the cash outflow generated by the Haemonetics transaction (Euro 44,576 thousand), net financial indebtedness as at 31 December 2025 decreased by Euro 24,261 thousand compared to 31 December 2024, as the cash generated from operating activities, amounting to Euro 113,490 thousand, net of the cash generated by the change in working capital (Euro 419thousand), was significantly higher than the cash used (i) to pay taxes and provisions for risks and charges (Euro 13,618 thousand and Euro 9,341 thousand, respectively), (ii) to pay for the purchase of treasury shares (Euro 10,282 thousand), ( iii) for ordinary and extraordinary investments (Euro 38,272 thousand), and (iv) for net financial expenses for the period (Euro 10,825 thousand). Current financial indebtedness, which stood at a positive Euro 49,375 thousand as at 31 December 2024, amounted to a negative Euro 44,918 thousand as at 31 December 2025. Non-current financial debt, which stood at minus Euro 269,161 thousand as at 31 December 2024, amounted to minus Euro 195,183thousand as at 31 December 2025.

The Group's net financial position (including non-current derivative assets and excluding net current and non-current lease liabilities recognised in accordance with the provisions of IFRS 16) was a negative Euro 217,483 thousand as at 31 December 2025 and a negative Euro 195,861 thousand as at 31 December 2024, as shown below.

(In thousands of euro) At 31 December 2025 At 31 December 2024

(M) Total net financial indebtedness (240,101) (219,786)

Non-current active derivative financial instruments

607

1,877

Non-current financial receivables

-

-

Financial payables for leasing (net)

22,011

22,048

Total net financial position

(217,483)

(195,861)

The following table shows the adjusted net financial indebtedness:

(In thousands of euro)

At 31 December 2025

At 31 December 2024

(M) Total net financial indebtedness

(240,101)

(219,786)

GVS Group loan (including interest)

-

2,041

Total adjusted net financial indebtedness

(240,101)

(217,745)

As at 31 December 2025, the adjusted net financial indebtedness is equal to the net financial indebtedness, as the interest on the shareholder loan received from GVS Group Srl (Euro 75,000 thousand), which was converted into share capital and the related share premium during 2024, has been paid in full to the shareholder; therefore, as of 31 December 2025, the two financial indicators (net financial indebtedness and adjusted net financial indebtedness) are aligned.

The cash flow statement appears below.

(In thousands of euro) Year ending on 31 December

2025 2024

Profit (loss) before tax

25,797

42,964

- Adjustment for:

Amortisation, depreciation and write-downs

45,311

44,291

Capital losses / (capital gains) from sale of assets

(310)

(258)

Financial expenses / (income)

31,211

13,244

Other non-monetary changes

11,481

8,748

Cash flow generated / (absorbed) by operations before variations in net 113,490 108,989

working capital

Change in inventories

(13,392)

3,190

Change in trade receivables

(1,555)

(1,204)

Change in trade payables

7,215

4,822

Change in other assets and liabilities

(6,993)

791

Use of provisions for risks and charges and for employee benefits

(9,341)

(4,457)

Taxes paid

(14,529)

(15,004)

Net cash flow generated / (absorbed) by operations

74,895

97,128

Investment in tangible assets

(54,117)

(29,200)

Investment in intangible assets

(9,508)

(8,153)

Disposal of tangible assets

1,947

524

Investment in financial assets

(404)

(75,131)

Disinvestment in financial assets

28,591

47,500

Fee for company business combinations net of cash and cash equivalents acquired

(20,085) (19,457)

Net cash flow generated / (absorbed) by investment

(53,577)

(83,917)

New financial payables

40,480

208

Repayments of financial payables

(53,128)

(79,475)

Repayment of leasing payables

(8,885)

(7,890)

Financial expenses paid

(12,354)

(18,192)

Financial income collected

1,111

3,372

Treasury shares

(10,281)

(301)

Net cash flow generated / (absorbed) by financing

(43,057)

(102,278)

Total change in cash and cash equivalents

(21,739)

(89,068)

Cash and cash equivalents at the start of the year

102,991

191,473

Total change in cash and cash equivalents

(21,739)

(89,068)

Conversion differences on cash and cash equivalents

(2,560)

586

Cash and cash equivalents at the end of the year

78,692

102,991

During the financial year ended 31 December

2025, the cash

flow generated from

operating

activities was adversely affected by Euro 15,143 thousand due to the payment for the Haemonetics whole blood inventory acquired at the beginning of the year. Excluding the aforementioned extraordinary transaction, operating activities generated Euro 7,090 thousand less cash than in the previous financial year, primarily due to (i) a higher cash outflow resulting from the management of trade and non-trade net working capital, which was affected by an increase in inventories and a decrease in other payables; and (ii) a higher cash outflow used for the relocation of production sites

in the United Kingdom and China and for the reorganisation and streamlining of the Group's

production sites.

Cash used in investing activities was adversely affected by the payment for Haemonetics' whole blood tangible assets in the amount of Euro 5,354 thousand. Excluding this transaction, net investment activity for the period absorbed Euro 55,693 thousand less cash than in the same period of the previous financial year, primarily as a result of the net investments in financial assets (time deposits) that characterised the previous financial year, compared to net divestments of financial assets amounting to Euro 28,187 thousand in the corresponding period of 2025. We also note that the financial years ended 31 December 2025 and 2024 were adversely affected by the earn-out payments to the seller of the Haemotronic Group, which amounted to Euro 19,000 thousand in both years.

Indicators

The Group's principal economic, financial and equity indicators and other indicators as at 31

December 2025 and 31 December 2024 are listed below.

Year ending on 31 December

(In thousands of euro)

2025

2024

ROE (net profit/total shareholders' equity)

4%

7%

ROI (normalised EBIT / net invested capital)

11%

11%

ROS (normalised EBIT / total normalised revenue)

18%

17%

EBITDA

102,559

101,195

Adjusted EBITDA

Net interest expense (excluding foreign exchange gain/loss and interest for earn-out

discounting)

107,016

(10,197)

103,924

(14,187)

Net financial indebtedness

(240,101)

(219,786)

Net financial position

(217,483)

(195,861)

Total intangible fixed assets / Total fixed assets

69%

74%

Total intangible fixed assets / Total assets

50%

51%

Treasury ratio (Acid-test) (current assets / current liabilities)

1.0

0.9

Net interest expense / amounts payable to lenders

3.4%

4.4%

Debt-to-equity ratio (net financial indebtedness/ shareholders' equity)

0.55

0.49

Net financial position / shareholders' equity

0.50

0.43

EBITDA/Interest

10.06

7.13

Normalised EBITDA / Interest

10.50

7.33

Net financial position/EBITDA

2.12

1.94

Net financial position /Adjusted EBITDA

2.03

1.88

Net Financial indebtedness/EBITDA

2.34

2.17

Net financial indebtedness/Adjusted EBITDA

2.24

2.11

The Parent Company GVS SpA

On 7 August 2025, the Board of Directors of GVS SpA drew

up the plan for

the

merger by

incorporation of the wholly-owned subsidiary Haemotronic SpA (hereinafter also referred to as 'HT'). This extraordinary transaction had an impact on the separate financial statements as at 31 December 2025, following the inclusion of Haemotronic SpA's accounting data from 1 January 2025,

which is the retroactive accounting date of the merger by incorporation. In the absence of specific guidance from International Financial Reporting Standards, the transaction was accounted for in accordance with the provisions set out in Assirevi OPI Document No. 2R, which stipulates that, in the case of mergers that do not constitute an acquisition, the going-concern basis of valuation shall be applied, given the absence of an exchange with third-party economies. In particular, this interpretation gives weight to the pre-existing control relationship and to the cost already recognised in the Company's consolidated financial statements. As provided for by OPI n° 2R, the differential that emerged during the cancellation of the value of the participation and the corresponding share of the equity of the incorporated company resulting from the separate financial statements was entered and allocated to tangible and intangible assets and, having no tax relevance to the passive deferred taxes fund, in continuity with the values entered in the consolidated financial statements as of December 31, 2024. As a result of this extraordinary transaction, the economic, equity and financial figures in the separate financial statements as at 31 December 2025 are not comparable with those for the previous financial year.

The financial statements of the Parent Company GVS SpA are shown below, including the economic, equity and financial data for the year ending on 31 December 2025, in comparison with the previous year, reclassified on the basis of current practice in financial analysis.

Analysis of reclassified financial position

Year ending on 31 December

(In thousands of euro)

2025

of which

non-recurring

2025

Normalised

%

2024

of which

non-recurring

2024

Normalised

%

Revenues from sales and services

160,408

160,408

100.0%

91,507

91,507

100.0%

Other operating income

9,330

9,330

5.8%

6,667

6,667

7.3%

Total revenue

169,738

-

169,738

105.8%

98,174

-

98,174

107.3%

Raw material purchase costs and changes in inventories

(57,580)

(57,580)

-35.9%

(33,045)

(33,045)

-36.1%

Services costs

(26,135)

(341)

(25,794)

-16.1%

(17,611)

(250)

(17,361)

-19.0%

Other operating costs

(4,249)

(4,249)

-2.6%

(4,813)

(1,137)

(3,676)

-4.0%

Added value

81,774

(341)

82,115

51.2%

42,704

(1,387)

44,091

48.2%

Personnel costs

(49,781)

(373)

(49,408)

-30.8%

(29,989)

(360)

(29,629)

-32.4%

EBITDA

31,993

(714)

32,707

20.4%

12,715

(1,747)

14,462

15.8%

Depreciation and amortisation

(14,311)

(4,311)

(10,000)

-6.2%

(6,648)

(6,648)

-7.3%

Provisions and write-downs

-

0.0%

-

-

0.0%

EBIT

17,682

(5,025)

22,707

14.2%

6,067

(1,747)

7,814

8.5%

Financial income and expenses

(27,220)

(27,220)

-17.0%

959

(2,674)

3,633

4.0%

Net income from equity investments

7,899

7,899

834

834

Profit (loss) before tax

(1,639)

(5,025)

3,386

2.1%

7,860

(4,421)

12,281

13.4%

Income taxes

2,528

2,527

1

0.0%

2,224

3,425

(1,201)

-1.3%

Net profit

889

(2,498)

3,387

2.1%

10,084

(996)

11,080

12.1%

Revenue from ordinary operations mainly comprises (i) revenue from contracts with customers of Euro 160,408 thousand (Euro 91,507 thousand in the 2024 financial year) and (ii) other operating income of Euro 9,330 thousand (Euro 6,667 thousand in the 2024 financial year).

The normalised operating result for the 2025 financial year is positive at Euro 22,707 thousand, after deducting depreciation and amortisation of Euro 10,000 thousand.

The normalised financial result, a loss of Euro 27,220 thousand, includes financial income of Euro 10,536 thousand and financial expenses of Euro 37,756 thousand. This result includes net negative exchange rate differences of Euro 23,065 thousand, most of which are unrealised.

Net income from equity investments, amounting to Euro 7,899 thousand, relates primarily to dividends from subsidiaries, totalling Euro 18,374 thousand, net of impairment losses on equity investments prudently recognised in the 2025 financial year.

The normalised net result for the 2025 financial year shows a profit of Euro 3,387 thousand.

Non-recurrent income and expenses in the year ending on 31 December 2025 represent: (i) costs related to Group personnel as a result of the ongoing reorganisation process (totalling Euro 373 thousand), (ii) consultancy costs related to services received on an exceptional basis (Euro 341 thousand), and finally (iii) amortisation and depreciation of intangible and tangible assets recognised following the purchase price allocation of Haemotronic (totalling Euro 4,311thousand), net of the related tax effect. Non-recurring net tax income includes, among other items, Euro 1,277 thousand relating to net revenues associated with the Patent Box tax benefit and Euro 152 thousand relating to costs associated with direct tax risks.

Non-recurrent income and expenses in the year ending on 31 December 2024 represent: (i) costs related to Group personnel as a result of the ongoing restructuring process (totalling Euro 360 thousand), (ii) consultancy costs related to services received on an exceptional basis (Euro 250 thousand), (iii) the cost related to the reduction in the compensation received from the seller of Haemotronic SpA in connection with a specific dispute (Euro 1,137 thousand), and (iv) interest recognised following the discounting of the earn-out payables related to the acquisition of the Haemotronic Group (Euro 2,674 thousand), net of the associated tax effect. Non-recurring net tax income includes, among other items, Euro 2,942 thousand relating to revenues eligible for the Patent Box tax incentive and Euro 750 thousand relating to costs associated with direct tax risks.

Analysis of reclassified equity position

The capital structure of GVS S.p.A. as at 31 December 2025, compared with that as at 31 December 2024, is set out below:

Reclassified balance sheet of the Parent Company, GVS S.p.A.

31 Dec.

31 Dec.

(In thousands of euro)

2025

2024

Net intangible fixed assets

198,490

3,887

Net rights of use

14,958

2,396

Net tangible fixed assets

51,374

28,092

Equity investments

125,250

382,429

Other fixed assets

704

350

Derivative assets

607

1,877

Non-current financial receivables from subsidiaries

155,688

140,459

Fixed Capital (A)

547,072

559,489

Net trade receivables

41,036

27,558

Inventories

20,833

7,023

Trade payables

(24,052)

(10,951)

Net commercial working capital (B)

37,817

23,630

Other current assets

31,689

13,850

Other current liabilities

(24,980)

(14,237)

Total current assets/liabilities (C)

6,710

(386)

Net working capital (D) = (B) + (C)

44,526

23,244

Other non-current liabilities (E)

(23,678)

(838)

Employee severance pay and termination benefits (F)

(2,809)

(2,099)

Provisions for risks and charges (G)

(271)

(3,450)

Net invested capital (H) = (A+D+E+F+G)

564,840

576,347

Shareholders' equity

(296,674)

(279,002)

Consolidated shareholders' equity (I)

(296,674)

(279,002)

(Short-term net financial indebtedness)/Liquidity

(59,777)

(24,936)

(Non-current net financial indebtedness)

(208,390)

(272,408)

Net financial indebtedness (L)

(268,167)

(297,344)

Own funds and net financial indebtedness (M) = (I+L)

(564,840)

(576,347)

The net invested capital as at 31 December 2025, amounting

to Euro 564,840

thousand, was

financed in full, with Euro 296,674 thousand from shareholders' equity and Euro 268,167 thousand from net financial indebtedness. The changes in the balance sheet items are analysed and explained in the Notes to the financial statements.

Analysis of net financial indebtedness and net financial position

The net financial position of the Parent Company as at 31 December 2025, compared with 31 December 2024, is detailed as follows:

Net financial indebtedness and net financial position of the Parent

Company, GVS S.p.A.

31 Dec.

31 Dec.

(In thousands of euro)

2025

2024

Cash on hand

6

10

Bank and postal accounts

37,934

62,270

Time deposits

-

28,460

(A) Cash and cash equivalents

37,940

90,740

Financial receivables from subsidiaries

16,911

26,389

Other financial receivables

-

2,416

(B) Current financial receivables

16,911

28,805

(C) Current bank payables

-

-

(D) Current portion of non-current payables

(111,214)

(52,057)

Financial payables to parent companies

-

(2,041)

Financial payables from subsidiaries

(563)

(69,696)

Financial payables to other companies in the GVS Group for leases

(964)

(933)

Financial payables for leasing

(2,347)

(409)

Hedging derivatives

460

-

Other Financial Payables - (19,345)

(E) Other current financial indebtedness (3,414) (92,424)

(F)

Current financial indebtedness (C)+(D)+(E)

(114,629)

(144,481)

(G)

Net current financial indebtedness (A)+(B)+(F)

(59,777)

(24,936)

Non-current bank payables

(177,736)

(242,863)

Non-current financial payables from subsidiaries

(22,330)

(27,590)

Financial payables to other companies in the GVS Group for leases

(541)

(692)

Non-current payables for leasing

(7,559)

(505)

Other financial payables

(224)

(757)

(H)

Non-current financial payables

(208,390)

(272,407)

(I)

Net financial indebtedness (G)+(H)

(268,167)

(297,344)

The full cash flow statement is presented in the financial statements.

‌Further information

Going concern basis

In view of the aforementioned market performance and the soundness of their financial structure, the Group and the Company consider it appropriate and correct to adopt the going-concern basis.

Investments

The Group's investment policy aims to achieve diversification in terms of product range and creation of new technological solutions for integration into the range of products it offers for sale. Specifically, the Group assigns importance to the development of new products with the goal of continuing to improve customer satisfaction. Moreover, during the financial year, the Group has invested in the improvement of production efficiency through strengthening and boosting automation processes and adapting its productive capacity to ensure immediate flexibility in response to a possible increase in activity and new product trends.

Capital expenditure for the financial year ended 31 December 2025 is primarily attributable to the expansion of production capacity and the maintenance of production levels across all business divisions. In addition to this, we would like to highlight that further capital expenditure was incurred, amounting to approximately Euro 2,912 thousand for the construction of the new plant in Suzhou (China), which was completed during the current financial year, and Euro 5,807 thousand for improvements to leased assets relating to the new plant in the United Kingdom.

Furthermore, it should be noted that, with regard to the financial year ended 31 December 2025, the main investments were related to the production plants in Italy, the plants in the United States of America and Mexico, and the plants in China and Romania.

Research and development.

With research and development centres all over the world, GVS offers an extremely efficient service tailored to respond to its customers' requests: from product conception and design to validation and mass production.

The research and development ("R & D") activity carried out by the Group is aimed at both the introduction of new products and the implementation of new production processes. The activity is divided into different phases, ranging from the conception and initiation of the design process of the new product or process to large-scale industrialization. The main indicators for the financial year under review, compared with the corresponding period of the previous financial year, are presented below.

Year ending on 31 December

(In thousands of euro)

2025

2024

Research and development expenses

21,155

26,113

Research and development expenses / revenue from contracts with customers

5.0%

6.1%

Additional information

The Company does not own, and never has owned, stocks or shares in its parent company, even through an intermediary, and therefore did not buy or sell any such stocks or shares in 2025.

On 8 October 2021, the Company launched the treasury share purchase programme authorised by the Shareholders' Meeting of 27 April 2021. In September 2024, pursuant to the Shareholders' Meeting resolution of 7 May 2024 authorising the purchase and disposal of treasury shares, GVS SpA renewed, under the same terms and conditions, the mandate granted on 18 September 2023

to Kepler Cheuvreux SA to provide liquidity support on the Euronext Milan regulated market, organised and managed by Borsa Italiana S.p.A. ('Euronext Milan'), and to do so independently. The liquidity support regarding ordinary shares issued by GVS SpA will have a duration of 12 months, effective as of 19 September 2024, up to a maximum of Euro 1.5 million, pursuant to Accepted Market Practice No. 1 of Consob Resolution No. 21318 of 7 April 2020. This activity was suspended as of 1 July 2025, following the launch of the new treasury share purchase programme authorised by the Shareholders' Meeting of 8 May 2025 (the 'Buyback Plan'). Buyback Plan purchases may be made on regulated markets through the authorised intermediary Kepler Cheuvreux SA in accordance with the methods and terms established by the aforementioned shareholders' resolution, for a countervalue of up to Euro 10,413,712, in the period from 1 July to 31 December 2025.

As at 31 December 2025, the number of treasury shares held in the portfolio was 2,445,872,

representing a total of 1.29% of the Company's share capital.

The Group did not conduct any atypical or unusual transactions during the year.

The table below compares the result of the period and the Parent Company's shareholders' equity with the corresponding values in the Group's consolidated financial statements relating to 31 December 2025 and the previous year.

31 December 2025 31 December 2024

(In thousands of euro)

Shareholders'

equity

Annual profit

Shareholders'

equity

Annual profit

Shareholders' equity and profit/loss for the parent company, GVS S.p.A.

296,674

889

279,002

10,084

Differences between the net assets of consolidated investee companies and their value in the Parent Company's financial statements, and results of subsidiary companies:

132,219

31,036

170,770

34,812

Goodwill and purchase price allocation

9,612

(156)

7,222

(225)

Elimination of intra-group transactions

(2,554)

3,626

(5,609)

(1,124)

Reversal of intra-group dividends

-

(18,374)

-

(10,160)

Adjustments to align the individual financial statements with the Group's

accounting principles

1,228

1,392

(154)

(10)

Minority interests and Profit attributable to minority interests

(25)

17

(52)

(5)

GVS Group Consolidated Financial Statements

437,157

18,431

451,179

33,370

Minority interests and Profit attributable to minority interests

25

(17)

52

5

Total shareholders' equity and profit/loss for the consolidated

financial statements

437,182

18,414

451,231

33,375

Climate change and potential impacts on the Group

With regard to climate change, this issue receives attention from the Company's management, which assesses both the associated risks, devising strategies to reduce their impact on the Group's operations, and the consequences of the Company's own activities on climate change.

The recent proceedings of the 30th United Nations Conference of the Parties (COP 30) confirmed the central importance and urgency of the climate agenda. The wars in Ukraine and the Middle East, and in particular the associated energy crisis and increased coal consumption to address the

crisis, have highlighted the need to accelerate the transition to renewable energy sources as a means of enhancing energy security.

In line with these principles, the management of GVS Group considers environmental protection a priority objective and is committed to promoting initiatives aimed at improving environmental performance and mitigating the impacts generated.

For further details on the quantitative data for energy consumption, emissions and waste management, please refer to the Consolidated Sustainability Report section below.

Based on the information currently available, the Management has carried out assessments of the possible risks and uncertainties associated with climate change. Below is a summary of the analysis carried out using the framework of the Task Force on Climate-related Financial Disclosures.

Climate-related risks

Potential impacts

Legal and regulatory risks

No significant economic impacts are expected because of increased costs or reduced demand for products and

services.

Technology risks

No significant economic impacts are expected from replacing products and services with low-emission alternatives, and no significant costs are anticipated for the development and implementation of new processes that deviate from the Group's normal level of investment.

Regarding the Energy & Mobility division's exposure to the production and sale of components for internal combustion engines, the management has initiated a process to develop new products and technologies for electric vehicles, which will gradually replace existing products, without any significant impact in terms of costs

or new processes.

Market risk

No significant economic impacts are expected because of reduced demand for goods and services due to changes in consumer habits or increases in the cost of raw materials. About the Energy & Mobility division's exposure to the production and sale of components for internal combustion engines, the management has initiated a process to develop new products and technologies for electric vehicles, which will gradually replace existing products, with no significant impact in terms of sales of goods and

services.

Reputational risks

No significant economic impacts are anticipated in relation to stakeholder expectations on climate change issues or to reputational damage resulting from a potential loss of credibility for the Group should it fail to develop an

appropriate climate strategy.

With regard to the Group's climate change objectives, please refer to the Climate Change (E1)

section of the Consolidated Sustainability Report.

Taking into account the recommendations provided by ESMA in its Public Statement 'European common enforcement priorities for 2025 corporate reporting', also referred to by Consob in its press release of 16 October 2025, the Group's management is continuously assessing solutions that can

mitigate the negative impacts associated with rising costs while also ensuring that the negative

effects of the company's activities on the climate are contained.

In view of the above, the Directors do not anticipate any significant risks related to climate change and do not expect any significant impact on the Group's financial performance. As at the date of this report, there are no significant risks of adjustments to the carrying amounts of assets and liabilities, or uncertainties affecting the assumptions used to make estimates, arising from climate change.

Principal risks and uncertainties

In conducting its business, the Company is exposed to financial risk, as described in the Explanatory Notes, representing:

  • market risk, deriving from fluctuating exchange rates between the Euro and the other currencies in which the Group operates, and of interest rates;

  • credit risk, deriving from the possibility of a counterpart defaulting;

  • liquidity risk, deriving from insufficiency of financial resources to fulfil financial commitments.

The Group's goal is to maintain balanced management of its financial exposure over the years in order to guarantee a debt structure that is balanced with the composition of the company's assets and capable of guaranteeing the necessary flexibility in operations through use of liquidity generated by current operating activitiesand the use of bank financing.

The capacity of core operations to generate liquidity and the capacity for debt allow the Group to adequately satisfy the requirements of its operations and financing of operative working capital and investment capital, and to fulfil its financial obligations. The Group's financial policy and management of financial risk are guided and monitored at the central level. In particular, the central finance function assesses and approves provisional financial requirements, monitors trends and applies appropriate corrective actions where necessary. For more details, please refer to the paragraph "Management of financial risks" in the Explanatory Notes.

With regard to the ongoing armed conflicts in Ukraine and the Middle East, the Company monitors the geopolitical context and the situation in these countries on a daily basis in order to assess the potential direct and indirect future effects, both in terms of heightened inflationary pressures on raw material supply markets and energy costs, and in terms of reduced sales in the affected areas. Currently, the Group's direct exposure to the areas concerned is marginal. With reference to the risk of the imposition of tariffs, the Group considers the impact of such tariffs to be immaterial.

Intra-group transactions and transactions with related parties

With regard to transactions with subsidiaries, associates, parent companies and affiliated companies, please refer to the detailed information provided in the notes to these Financial Statements. The types of relationships established are summarised below:

Company Nature of the relationships

Parent company - GVS Group S.r.l. Financial, tax consolidation

Subsidiaries Commercial, rendering of services, and financial Affiliated companies - GVS Group Companies Services costs

GVS SpA participates in the optional national tax consolidation system under GVS Group S.r.l.. Transactions with subsidiaries are primarily commercial (sale of raw materials and finished goods, and the providing of services for production) and financial (providing intragroup loans) in nature and are conducted under the conditions normally in effect on the market. The Company and a number of its subsidiaries have stipulated contracts for the leasing of real estate properties with companies directly or indirectly controlled by GVS Group S.r.l. under the conditions normally in effect on the market.

With regard to transactions with related parties, including intra-group transactions, it should be noted that these transactions cannot be classified as either atypical or unusual, as they fall within the normal course of business of the Group companies. These transactions were carried out in accordance with the internal procedure, which sets out the rules designed to ensure their transparency and fairness, pursuant to Consob Regulation No. 17221/2010.

In the notes to the consolidated and separate financial statements, the Company provides the information required pursuant to Article 154-ter of the Consolidated Law on Finance, as set out in Consob Regulation. No. 17221 of 12 March 2010 and the subsequent Consob Resolution No. 17389 of 23 June 2010. The information on related-party transactions required by the Consob Communication of 28 July 2006 is presented in the attached tables.

For more details, refer to the section entitled "Transactions with related parties" in the Explanatory

Notes.

Corporate governance

The corporate governance system adopted by GVS complies with the guidelines set out in the Corporate Governance Code for Italian Listed Companies published by Borsa Italiana S.p.A. In compliance with regulatory obligations, a Report on Corporate Governance and Ownership Structure is prepared annually. This report provides a general description of the corporate governance system adopted by the Group and includes information on the ownership structure and on compliance with the Corporate Governance Code, including the main governance practices applied and the characteristics of the internal control and risk management system, also with regard to the financial reporting process.

The aforementioned Report can be viewed on the website https://www.gvs.com - Governance.

The Corporate Governance Code can be viewed on the website of Borsa Italiana S.p.A.: https://www.borsaitaliana.it.

Each year, on the basis of a proposal from the Compensation Committee, the Board of Directors establishes the remuneration policy, in accordance with the regulatory provisions and the recommendations of the Corporate Governance Code. Pursuant to the law, the Remuneration and Compensation Policy constitutes the first section of the Report on the Remuneration Policy and on Remuneration Paid, and it will be submitted for consideration by the Shareholders' Meeting convened to approve the 2025 Financial Statements.

Adoption of the ESEF (European Single Electronic Format) taxonomy

Directive 2013/50/EU - which amends Directive 2004/109/EC (the 'Transparency Directive') -stipulates that, as of 1 January 2021, European listed companies must prepare their annual financial reports in the same single electronic reporting format, known as the European Single Electronic Format (ESEF). The format is a combination of XHTML (eXtensible HyperText Markup Language), used for presenting financial reports in a format that can be read by human users, and XBRL (eXtensible Business Reporting Language) markup. XBRL markup is embedded within XHTML using the inline-XBRL or iXBRL specifications. The requirement to use iXBRL has been implemented in two phases:

First phase: For the 2021 financial year, in addition to basic company details, the companies concerned tagged all figures in the statements of the Statement of Financial Position, the Statement of Profit (Loss) for the Year, Other Comprehensive Income, Changes in Equity and the Statement of Cash Flows.

Second phase: As of 1 January 2022, iXBRL was extended to cover the disclosures contained in the notes to the consolidated financial statements.

The overall aim is to facilitate the accessibility, analysis and comparability of financial statements prepared in accordance with International Financial Reporting Standards (IFRS).

In accordance with the above, for the financial year 2025, GVS has once again prepared its annual financial report in XHTML format, supplemented by the appropriate XBRL tags for the consolidated financial statements relating to:

  • Consolidated Statement of Financial Position

  • Consolidated statement of profit/(loss) for the financial year

  • Consolidated Statement of Other Comprehensive Income

  • Consolidated statement of changes in equity

  • Consolidated statement of cash flows (indirect method)

  • Notes to the consolidated financial statements

The compliance of the annual financial report with the ESEF Regulation is verified by the auditing firm PricewaterhouseCoopers SpA.

Significant events that occurred during the 2025 financial year

On 14 January 2025, GVS successfully completed the acquisition of Haemonetics' whole blood assets, in accordance with the terms signed on 3 December 2024. The purchase price paid at closing, which reflects the price adjustment mechanism and is subject to potential further adjustments in accordance with the terms of the acquisition agreement, amounted to Euro 42,450thousand, and includes the whole blood inventories and the real estate comprising the Covina production facility, in addition to specific plant and machinery. In addition to the purchase price paid to the seller at closing in the amount of Euro 40,497 thousand and the amount of Euro 1,953

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