Italian Sea Group S.p.a. MIL:TISG
Italian Sea S p A : Periodic Financial Information as at 30 September 2025
Source: MarketScreener
THE ITALIAN SEA GROUP
CONTENTS
INTRODUCTION 4
SUMMARY & GENERAL INFORMATION 5
CORPORATE AND CONTROL BODIES 6
BOARD OF DIRECTORS 6
AUDIT, RISK, SUSTAINABILITY & RELATED PARTIES COMMITTEE 7
APPOINTMENTS & REMUNERATION COMMITTEE 7
BOARD OF STATUTORY AUDITORS 7
SUPERVISORY BOARD PURSUANT TO LEGISLATIVE DECREE 231/01 7
GROUP PROFILE AND STRUCTURE 9
SHAREHOLDERS 11
BRIEF HISTORY OF THE GROUP 16
BUSINESS DEVELOPMENT 18
. 19
METHODOLOGICAL INTRODUCTION 20
RECLASSIFIED CONSOLIDATED INCOME STATEMENT 21
OPERATING REVENUES 22
CONSOLIDATED EBITDA 26
EBIT 27
BACKLOG 27
CONSOLIDATED RECLASSIFIED BALANCE SHEET STRUCTURE 28
CONSOLIDATED NET FINANCIAL POSITION30
ALTERNATIVE PERFORMANCE MEASURES ("NON-GAAP MEASURES")31
SIGNIFICANT EVENTS DURING THE PERIOD37
SIGNIFICANT EVENTS AFTER 30 SEPTEMBER 202539
BUSINESS OUTLOOK40
TRANSACTIONS WITH RELATED PARTIES43
RISK MANAGEMENT44
RISKS RELATED TO THE FINANCIAL SITUATION44
RISKS RELATED TO OPERATIONS44
RISKS RELATED TO THE REFERENCE REGULATORY FRAMEWORK45
OTHER INFORMATION46
CORPORATE GOVERNANCE 46
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AS AT 31 MARCH 2025 49
CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 202550
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 50
CONSOLIDATED INCOME STATEMENT - BY NATURE 51
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - BY NATURE 52
CONSOLIDATED CASH FLOW STATEMENT 52
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY 53
NOTES TO THE FINANCIAL STATEMENTS54
DRAFTED ACCORDING TO IAS/IFRS DATA IN THOUSANDS OF EUROS
INTRODUCTION
This periodic information as at 30 September 2025 was approved by the Company's Board of Directors on 12 November 2025 and has not been audited, as this is not required by current legislation. As a company listed in the Euronext STAR Milan segment, The Italian Sea Group S.p.A. is subject to the provisions of Article 2.2.3 of the Stock Exchange Rules. On the basis of these rules, the Company has prepared Periodic Financial Information as at 30 September 2025, which it makes available to the public.
This report on operations should be read in conjunction with the consolidated condensed financial statements and the relative explanatory notes.
SUMMARY & GENERAL INFORMATION Company name: The Italian Sea Group S.p.A. ("TISG S.p.A.") Registered Office: Viale Cristoforo Colombo, 4/BIS, 54033 Marina di Carrara, Carrara (MS) Tax Code: 00096320452 Register of Companies of Carrara No. - Economic and Administrative Index No.:
65218
CORPORATE AND CONTROL BODIESBOARD OF DIRECTORS
The Board of Directors of TISG will be in office until the approval of the Annual Financial Statements as at 31 December 2025.
Filippo Menchelli Giovanni Costantino
Chair Chief Executive Officer
Marco Carniani Gianmaria Costantino
Deputy Chair Director
Antonella Alfonsi Laura Angela Tadini Fulvia Tesio
Independent Director Independent Director Independent Director Lead Independent Director
AUDIT, RISK, SUSTAINABILITY & RELATED PARTIES COMMITTEE
Antonella Alfonsi Chair Fulvia Tesio Standing Member Laura Angela Tadini Standing MemberAPPOINTMENTS & REMUNERATION COMMITTEE
Fulvia Tesio Antonella Alfonsi Laura Angela TadiniChair
Standing Member Standing Member
BOARD OF STATUTORY AUDITORS
Alfredo Pascolin Chair Barbara Bortolotti Standing Auditor Felice Simbolo Standing Auditor Sofia Rampolla Alternate Auditor Roberto Scialdone Alternate AuditorSUPERVISORY BOARD PURSUANT TO LEGISLATIVE DECREE 231/01
Annalisa De Vivo Chair Carlo De Luca MemberAUDITING FIRM BDO Italia S.p.A.
FINANCIAL REPORTING
MANAGER
Marco Carniani
GROUP PROFILE AND STRUCTURE
The Italian Sea Group S.p.A. ("TISG" or "Group") is a global luxury yachting player listed on the Euronext STAR Milan and active in the design, construction and refit of motor yachts and sailing yachts up to 140 metres. The Group operates in the new building market under the Admiral, Tecnomar, Perini Navi and Picchiotti brands, and is active in the large refit business under the NCA Refit brand.
In 2023, TISG acquired 100% of Celi S.r.l., a prestigious cabinetmaking company specialising in interior design, with the aim of in-housing a large part of its yacht furniture needs and offering customers the utmost customisation and flexibility.
According to the Global Order Book 2024, an international ranking compiled by the prestigious Boat International magazine, The Italian Sea Group is the leading Italian producer of superyachts over 50 metres and the second at global level.
Since it was founded in 2009, TISG has consolidated its presence in the nautical world with high-end positioning, reinforced not only by the quality and uniqueness of its products, but also by its partnerships with prestigious Italian luxury brands such as Giorgio Armani and Automobili Lamborghini.
TISG has always stood out for its ability to offer ship operators an experience of pure luxury, which is expressed in high quality workmanship, attention to detail, state-of-the-art technology and innovative design solutions.
These elements, combined with passion, know-how, professionalism, taste for beauty and art, hospitality and customer care, make the Group's philosophy absolutely unique.
Due to their size and technical and stylistic detailing, The Italian Sea Group's yachts appeal to Ultra-High-Net-Worth Individuals ("UHNWI") clientele, a highly resilient market segment.
The Italian Sea Group S.p.A.Celi 1920 TISG Turkey
(100%) (100%)
SHAREHOLDERSOn 3 June 2021, the offer for the sale and subscription of the Parent Company's ordinary shares for the purpose of listing on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A., now called Euronext Milan ("EXM"), was completed, and 8 June 2021 represented the first day of trading of the Parent Company's shares.
On 29 July 2024, Borsa Italiana awarded STAR status to the Parent Company's shares, admitting them to trading on the Euronext Milan STAR segment as of 6 August 2024.
The shareholder structure is as follows:
Mercato 31,27%
Giorgio Armani S.p.A.
4,99%
GC Holding S.p.A.
53,60%
Alychlo NV 10,14%
(*) including the shares allocated directly and indirectly to Mr Marc Coucke
11 | 125
BRANDS PICCHIOTTI
Founded in 1575, the Picchiotti brand is inextricably linked to the history of Italian and Mediterranean yachting.
This long tradition began with the construction of work boats and ocean-going sailing ships and then moved on to important military orders, making the Picchiotti brand a pioneer of the first pleasure yachts in Italy. The largest ship built by the brand, in 1982, was "Al Said" (103 metres), which was fitted out in Marina di Carrara, which was to become the headquarters of The Italian Sea Group S.p.A.
Under the Picchiotti brand, TISG has developed the semi-custom "Picchiotti Gentleman" line, a fleet of motor yachts from 24 to 55 metres inspired by the silhouettes of American yachts of the 1960s, offering timeless elegance.
ADMIRALThe first Admiral boat, 18 metres and made entirely of wood, was created in 1966. In the mid-1970s, the first wooden (30-metre) motor-yacht was launched, an extremely avant-garde product in that period, which would lead Admiral to build the first aluminium and steel hulls in the early 1980s.
Today, Admiral is the flagship brand of The Italian Sea Group, offering ship operators around the world large yachts characterised by elegant and refined aesthetics, timeless style and the possibility of total customisation.
PERINI NAVIThe story of Perini Navi began in 1983, when founder Fabio Perini launched the prototype of a sailing yacht that could be managed safely with a small crew, thanks to the invention of an automatic sail furling system.
The iconic Perini Navi fleet boasts over 60 of the world's most admired yachts, such as the legendary 88-metre clipper "The Maltese Falcon".
Following the acquisition finalised in 2022, The Italian Sea Group delivered the first sailing catamaran under the Perini Navi brand, the 47-metre "Art Explora", one of the largest in the world. In March 2023, TISG presented to the market the new Perini Navi fleet, "Genesis", which reinterprets the iconic stylistic elements of the prestigious brand in a modern key.
TECNOMARIntroduced to the market in 1987, the Tecnomar brand is specialised in building fast motor yachts up to 50 metres.
The brand's main characteristics include innovative design, modern lines, sportiness and high performance; each model is a design challenge that balances elegance and bold aesthetics, enhanced by the use of innovative technologies and materials.
One example is the 43-metre motor yacht "This Is It", with its futuristic outline and state-of-the-art interior, which was one of the most popular models at the Monaco Yacht Show 2023.
NCA REFITNCA Refit boasts an absolute specialisation in the refit and repair of both motor and sailing super-yachts and mega-yachts backed by the skills and expertise of a team of highly qualified engineers, architects and technicians as well as a comprehensive offer of exclusive services reserved for crews.
Strategically situated in Marina di Carrara and La Spezia, with a total area of more than 130,000 square metres, the brand's state-of-the-art facilities have unique features that make NCA Refit one of the most important refit hubs in the Mediterranean.
CELI 1920Since its foundation in 1920, experience, craftsmanship and technology have made Celi an international benchmark in the design and building of top-quality furniture.
Aside from in precision cabinetmaking, Celi has developed rigorous construction methods over time and uses advanced production technologies, while retaining all of the values and qualities of "handmade" products.
Throughout its prestigious history, the Celi brand has assisted internationally renowned architects in the development of large and prestigious works, including Renzo Piano's Auditorium Parco della Musica in Rome.
BRIEF HISTORY OF THE GROUP
The Italian Sea Group's story began in 2009, when GC Holding S.p.A., a company owned by the entrepreneur Giovanni Costantino, acquired 100% of Tecnomar S.p.A. In November 2011, the Group acquired the Admiral brand, thus expanding its offer with a view to entering the large yachts market.
Rapid growth in the number of contracts and the increase in the size of orders on the books highlighted the need to invest in a larger production site with direct access to the sea. This is why, in 2012, GC Holding S.p.A. acquired 100% of Nuovi Cantieri Apuania S.p.A. (now The Italian Sea Group S.p.A.), which produces commercial and cruise ships at the Marina di Carrara shipyard.
The production site in Marina di Carrara, currently the TISG headquarters, has been active since 1942, and even then had state-of-the-art facilities to produce medium and large tonnage ships. In 1973, after two decades of investments in upgrading the facilities, the shipyard was further expanded with the construction of a dock 200 metres long and 35 metres wide.
The acquisition of the shipyard made it possible to keep employment levels unchanged and relaunch a company with a recent past as a leading player in the large shipbuilding industry, while expanding production capacity and
retaining valuable specialised know-how in the reference segment.
This was followed by major investments in the renovation and expansion of the registered office, the organisation of areas dedicated to new production, the construction of a steel workshop and an upholstery unit, and the expansion of areas dedicated to refit activities, which began in 2015.
Starting in 2020, investment plans ("TISG 4.0" and "TISG 4.1") were
resolved on, aiming to further increase the shipyard's production capacity.
To date, the Marina di Carrara shipyard covers an area of approximately 110,000 square metres and boasts an absolutely strategic position, particularly for refitting activities.
Overlooking the Mediterranean, at a short distance from famous Italian tourism and recreational destinations -and therefore a preferred stopover for yachts in the summer season - the shipyard is equipped with state-of-the-art facilities and recreational spaces for crews that, combined with the management's expertise and the quality of its services, allow the Group to represent an important reference point for ship operators and captains from all over the world.
The headquarters are equipped with:
(i) two dry docks, of 200 metres and 147 metres respectively; (ii) 7 outfitting hangars, covered by photovoltaic panels; (iii) a floating dock with a lifting capacity of up to 3,300 tonnes.
In 2021, the Company went public, and 8 June marked the start of trading of TISG's shares on the Euronext Milan, a regulated market managed by Borsa Italiana S.p.A.
On 22 December 2021, through its wholly-owned subsidiary New Sail S.r.l. (later merged by incorporation into the Parent Company), it acquired Perini Navi S.p.A. at the bankruptcy auction called by the Court of Lucca, for Euro 80 million.
The acquisition included the real estate assets of the shipyards in Viareggio and La Spezia, a real estate assets in Pisa, the Perini Navi and Picchiotti trademarks, patents, the shareholding in Perini Navi USA Inc. (a company that was closed in 2024) and existing legal relationships with employees and third parties.
In 2023, TISG sold the Perini Navi office building and, in June 2024, finalised the sale of the shipyard, both located in Viareggio.
In 2022, The Italian Sea Group completed the acquisition of 100% of the shares of TISG Turkey Yat Tersanecilik Anonim Sirketi ("TISG Turkey"), a company through which TISG controls and supervises the hull and superstructure carpentry activities it carries out in Turkey.
This transaction allowed the Group to consolidate the entire production process, ensuring even more integrated operations management.
With a view to continuously in-housing key production chain activities - which also includes the acquisition of CELI in
2023 - in June 2024 at its Marina di Carrara site TISG inaugurated a new business unit dedicated to steelworks for interior finishes, an activity with very high added value.
On 29 July 2024, Borsa Italiana awarded STAR status to the Company's shares, admitting them to trading on the Euronext Milan STAR segment as of 6 August 2024.
BUSINESS DEVELOPMENT
Over the years, the Group has strengthened its presence in the international yachting market by establishing major partnerships with leading yachting brokers worldwide.
In fact, the Group's business strategy is based on balanced distribution in the various geographical areas, with a significant expansion of the Americas over the last two years and the aim of further consolidating its presence in Asia and the Middle East.
The expansive product range, along with the ability to meet all customer demands, have made TISG a point of reference in luxury boating.
While maintaining its focus on full-custom yachts, the Group has developed some new semi-custom designs so as to maximise the significant production capacity currently available without impacting design capacity. These projects include the Panorama line and the Admiral 50 line as well as the Admiral Quaranta project, the first unit of which was sold in the second quarter of 2024.
The entry into this new market segment will allow TISG to attract a new segment of customers who want to reduce the lead time for their yacht.
As far as production capacity is concerned, following the completion of investments in the Marina di Carrara, La Spezia and Celi sites, TISG does not expect to make any further significant investments, with the exception of some work to expand the sales offices in Marina di Carrara ("TISG New Era" Project).
Over the years, the Group has consolidated its strategy of in-housing the most value-added supply chain activities in order to improve margins and have greater control over quality and timing. In June 2024, a new business unit dedicated to interior steel finishings was inaugurated at the Marina di Carrara headquarters. This internalisation process can now be considered successfully completed, and the group remains attentive and proactive in evaluating any new opportunities.
METHODOLOGICAL INTRODUCTION
The periodic financial information as at 30 September 2025 provides as comparative data the balances of the consolidated financial statements of TISG as at 31 December 2024 as regards the Balance Sheet; for the Income Statement, it shows the periodic financial information of the Group as at 30 September 2024.
RECLASSIFIED CONSOLIDATED INCOME STATEMENTIn thousands of Euros | 30/09/2025 | 30/09/2024 |
Operating revenues | 255,609 | 292,135 |
Other proceeds and income | 7,557 | 1,346 |
Commissions | (850) | (1,434) |
Total revenues | 262,316 | 292,046 |
Costs for raw materials | (67,821) | (68,361) |
Cost for outsourced work | (96,395) | (111,447) |
Technical services and consultancy | (13,219) | (17,072) |
Other costs for services | (8,821) | (10,287) |
Personnel costs | (31,276) | (31,753) |
Other operating costs | (2,199) | (3,023) |
EBITDA | 42,585 | 50,103 |
Percentage on total revenues | 16.23% | 17.20% |
Amortisation, depreciation, write-downs | (6,588) | (8,021) |
EBIT | 35,997 | 42,082 |
Percentage on total revenues | 13.72% | 14.41% |
Net financial charges | (6,968) | (5,056) |
Extraordinary income and charges | (4,557) | 16,535 |
EBT | 24,472 | 53,561 |
Taxes for the financial year | (7,867) | (15,868) |
RESULT FOR THE FINANCIAL YEAR | 16,605 | 37,692 |
Percentage on total revenues | 6.33% | 12.90% |
In migliaia di Euro
50.103
42.082
42.585
37.692
35.997
16.605
Q3 2024 Q3 2025
OPERATING REVENUES
Operating revenues, amounting to Euro 255.6 million as at 30 September 2025, were down 12.5% from Euro 292.1 million as at 30 September 2024.This item is split between the Shipbuilding and Refit divisions as follows:
5% 95%SHIPBUILDING
Revenues from the Shipbuilding division amounted to Euro 243.5 million as at 30 September 2025, down 5.4% from Euro 257.4 million in the first nine months of 2024.
In migliaia di Euro
SHIPBUILDING REVENUES 2023 - 2025257
244
227
Q3 2023 Q3 2024 Q3 2025
The breakdown of Shipbuilding revenues as at 30 September 2025 is as follows:
SHIPBUILDING REVENUES BY GEOGRAPHICAL AREA Q3 202541%
45%
14%
SHIPBUILDING REVENUES BY LENGTH Q3 2025
6%
14%
80%
REFIT
Revenues from the Refit division amounted to a total of Euro 12.1 million as at 30 September 2025, down 65% from Euro 34.8 million in the first nine months of 2024. This result is linked to the greater focus on Shipbuilding activities during the period.
In migliaia di Euro
REFIT REVENUES 2023-202532,9 34,8
12,1
Q3 2023 Q3 2024 Q3 2025
The breakdown of Refit revenues as at 30 September 2025 is as follows:
REFIT REVENUES BY GEOGRAPHICAL AREA Q3 20252% 7%
91%
REFIT REVENUES BY LENGTH Q3 2025
1%
31%
68%
CONSOLIDATED EBITDA
Consolidated EBITDA as at 30 September 2025 was Euro 42.6 million, down 15% from an EBITDA of Euro 50.1 million as at 30 September 2024, with an EBITDA margin of 16.2% (vs. 17.2% recorded in the first nine months of 2024).
The moderate contraction in profitability is mainly attributable to the increase in the incidence of fixed structural costs, in relation to the decrease in the value of production achieved during the period, as well as the inflationary effects that have impacted the cost of some production components.
350
300
250
20%
17,2%
15,7%
16,5%
16,2%
18%
16%
14%
200
150
12%
10%
8%
100 6%
4%
50
2%
0 0%
Q3 2022 Q3 2023 Q3 2024 Q3 2025
It is important to remember that, in accordance with its sales strategy, the Group generally does not accept trade-ins, thus eliminating inventory risk and risks deriving from the sale of used yachts.
EBITDA corresponds to the net result adjusted by financial management, taxes, amortisation and depreciation of fixed assets, as well as non-recurring components.
The EBITDA thus defined represents the indicator used by the Group to monitor and assess its operating performance; since it is not defined as an accounting measure within the scope of the International Accounting Standards, it should not be considered an alternative measure for assessing the performance of operating results.
Since the composition of EBITDA is not defined by the reference accounting standards, the calculation criterion applied by the Group may not be the same as the one adopted by other entities, and therefore may not be comparable.
EBIT
EBIT as at 30 September 2025 amounted to Euro 36 million - a decrease of 14.5% compared to the amount recorded in the first nine months of 2024, coming to Euro
42.1 million - with an EBITDA margin of 13.7% against amortisation, depreciation, write-downs, provisions and capital losses of Euro 6.6 million as at 30 September 2025.
BACKLOG
The development of the Group's business is linked to the visibility and quality of its order book ("Gross Backlog") and the resulting Net Backlog, i.e. the value of contracts for existing orders net of works progress ("WIP") already paid by the customer.
As at 30 September 2025, the Group's Gross Backlog (Shipbuilding and Refit) amounted to Euro 1,153,246 thousand.
The Group's Net Backlog amounts to Euro 416,387 thousand.
in thousands of Euros | 30/09/2025 | 31/12/2024 | 31/12/2023 | 31/12/2022 | 31/12/2021 |
Gross Backlog Shipbuilding | 1,081,778 | 1,165,678 | 1,218,273 | 1,003,357 | 807,726 |
Gross Backlog Refit | 71,468 | 75,948 | 46,202 | 34,207 | 18,948 |
Gross Backlog Shipbuilding & Refit | 1,153,246 | 1,241,626 | 1,264,475 | 1,037,564 | 826,674 |
in thousands of Euros | 30/09/2025 | 31/12/2024 | 31/12/2023 | 31/12/2022 | 31/12/2021 |
Net Backlog Shipbuilding | 416,364 | 421,468 | 597,408 | 605,832 | 526,639 |
Net Backlog Refit | 0,023 | 11,904 | 11,703 | 13,987 | 9,617 |
Net Backlog Shipbuilding & Refit | 416,387 | 433,372 | 609,111 | 619,819 | 536,256 |
Orders during the third quarter amounted to Euro 105 million.
CONSOLIDATED RECLASSIFIED BALANCE SHEET STRUCTUREDescription (€/000) | 30/09/2025 | 31/12/2024 |
ASSETS | ||
Intangible assets | 34,964 | 35,294 |
Property, plant and equipment | 116,371 | 120,294 |
Shareholdings | 34 | 34 |
Net deferred tax assets and liabilities | (3,138) | (696) |
Other non-current assets and liabilities | 2,213 | (1,225) |
Provisions for non-current risks and charges | (6,702) | (6,180) |
Provision for employee benefits | (653) | (880) |
Net fixed capital | 143,089 | 146,640 |
Inventories and payments on account | 14,462 | 10,210 |
Contract work in progress and advances from customers | 140,579 | 90,913 |
Trade receivables | 56,687 | 55,410 |
Trade payables | (100,850) | (121,877) |
Other current assets and liabilities | (37,026) | (23,823) |
Net Working Capital | 73,852 | 10,833 |
Total ASSETS - NIC | 216,941 | 157,473 |
SOURCES | ||
Share capital | (26,500) | (26,500) |
Share premium reserve | (45,431) | (45,431) |
Other reserves and retained earnings | (57,449) | (39,168) |
Currency translation reserve | 0 | 30 |
Profit (loss) for the financial year | (16,605) | (33,894) |
Shareholders' equity | (145,985) | (144,963) |
Net financial debt | (70,957) | (12,510) |
Total SOURCES | (216,941) | (157,473) |
There was a decrease in consolidated Net fixed capital as at 30 September 2025 compared to 31 December 2024, mainly due to the decrease in property, plant and equipment.
During the first nine months of 2025, the Group made investments of Euro 3 million, mainly relating to extraordinary maintenance activities on the barge, ongoing investments for the in-housing of some high value-added phases of the production process and general shipyard investments.
The increase in Net Working Capital is due in particular: to an increase in contract works in progress by virtue of normal dynamics of production progress and the invoicing of the interim payment certificates and an increase in the item Inventories and payments on account following the capitalisation of costs incurred in the first nine months of 2025 for the construction of hulls for orders for which sales negotiations are at an advanced stage.
The change in Shareholders' Equity, as described in more detail in the explanatory notes, is mainly due to the Profit (Loss) for the financial year resulting from the financial statements as at 30 September 2025 in the amount of Euro 16.6 million.