Italian Sea Group S.p.a. MIL:TISG

Italian Sea S p A : Periodic Financial Information as at 31 March 2025

Published

Source: MarketScreener

PERIODIC FINANCIAL INFORMATION AS AT 31 MARCH 2025



EXECUTIVE SUMMARY

INTRODUCTION 5

SUMMARY & GENERAL INFORMATION 6

CORPORATE AND CONTROL BODIES 7

BOARD OF DIRECTORS 7

CONTROL, RISK, SUSTAINABILITY & RELATED PARTIES COMMITTEE 8

APPOINTMENT AND REMUNERATION COMMITTEE 8

BOARD OF STATUTORY AUDITORS 8

SUPERVISORY BODY PURSUANT TO LEGISLATIVE DECREE 231/01 8

GROUP PROFILE AND STRUCTURE 10

SHAREHOLDING STRUCTURE 11

BRIEF HISTORY OF THE GROUP 16

BUSINESS OUTLOOK 18

METHODOLOGICAL INTRODUCTION 20

RECLASSIFIED CONSOLIDATED INCOME STATEMENT 20

OPERATING REVENUES 21

CONSOLIDATED EBITDA 25

EBIT 26

BACKLOG 26

CONSOLIDATED RECLASSIFIED STATEMENT OF FINANCIAL POSITION 28

CONSOLIDATED NET FINANCIAL POSITION 30

ALTERNATIVE PERFORMANCE INDICATORS ("NON-GAAP MEASURES") 31

SIGNIFICANT EVENTS OCCURRED DURING THE PERIOD 37

SIGNIFICANT EVENTS AFTER 31 MARCH 2025 38

BUSINESS OUTLOOK 39

RELATED PARTIES TRANSACTIONS 42

RISK MANAGEMENT 43

RISKS RELATED TO THE FINANCIAL SITUATION 43

RISKS RELATED TO OPERATIONS 43

RISKS RELATED TO THE REGULATORY FRAMEWORK OF REFERENCE 44

OTHER INFORMATION 45

CORPORATE GOVERNANCE 45

CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2025 48

CONSOLIDATED GROUP FINANCIAL STATEMENTS AS AT 31 MARCH 2025 49

CONSOLIDATED BALANCE SHEET 49

CONSOLIDATED INCOME STATEMENT - BY NATURE 50

COMPREHENSIVE CONSOLIDATED INCOME STATEMENT - BY NATURE 50

CONSOLIDATED CASH FLOW STATEMENT 51

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 52

EXPLANATORY NOTES 53

This document is an English translation from Italian.

The Italian original shall prevail in case of differences in interpretation and/or factual errors.

PERIODIC FINANCIAL INFORMATION AS AT 31 MARCH 2025

DRAFTED ACCORDING TO THE IAS/IFRS ACCOUNTING PRINCIPLES. VALUES IN THOUSANDS OF EUROS



‌INTRODUCTION

This periodic financial information as at 31 March 2025 was approved by the Board of Directors of the Company on 12 May 2025 and has not been audited, as it is not required by current regulations. The Italian Sea Group S.p.A., as company listed on Euronext STAR Milan segment of the Italian Stock Exchange, is subject to the provisions of Article 2.2.3 of the Stock Exchange Regulations. On the basis of such regulations, the Company has prepared the Periodic Financial Information as at 31 March 2025, which it makes available to the public. This report on operations must be read together with the condensed consolidated financial statements and the related notes.



‌SUMMARY & GENERAL INFORMATION

Name: The Italian Sea Group S.p.A. ("TISG S.p.A.")

Registered office: Viale Cristoforo Colombo, 4-bis, 54033 Marina di Carrara (MS)

Tax Code: 00096320452

Number of registration in the Register of Companies of Carrara - Economic and Administrative Index: no. 65218

‌CORPORATE AND CONTROL BODIES

‌BOARD 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

Presidente Chief Executive Officer



Marco Carniani Gianmaria Costantino

Vice Chairman Director



Antonella Alfonsi

Laura Angela Tadini

Fulvia Tesio

Independent Director

Lead Independent Director

Independent Director

Independent Director

‌CONTROL, RISK, SUSTAINABILITY & RELATED PARTIES COMMITTEE

Antonella Alfonsi Chair

Fulvia Tesio Standing Member

Laura Angela Tadini Standing Member

‌APPOINTMENT AND REMUNERATION COMMITTEE

Fulvia Tesio Chair

Antonella Alfonsi Standing Member

Laura Angela Tadini Standing Member

‌BOARD OF STATUTORY AUDITORS

Alfredo Pascolin Chair

Barbara Bortolotti Standing Auditor

Felice Simbolo Standing Auditor

Sofia Rampolla Alternate Auditor

Roberto Scialdone Alternate Auditor

‌SUPERVISORY BODY PURSUANT TO LEGISLATIVE DECREE 231/01

Annalisa De Vivo Chair

Carlo De Luca Member

INDIPENDENT AUDITORS BDO Italia S.p.A

MANAGER RESPONSIBLE FOR

PREPARING FINANCIAL REPORTS

Marco Carniani



‌GROUP PROFILE AND STRUCTURE

The Italian Sea Group S.p.A. ("TISG" or "Group") is a global player in luxury yachting, listed on Euronext STAR Milan and committed in the design, construction and refit of motor yachts and sailing yachts up to 140 metres. The Group operates in the newbuilding market under the Admiral, Tecnomar, Perini Navi and Picchiotti brands, and is active in the refit business of large yachts under the NCA Refit brand.

In 2023, TISG acquired 100% of Celi S.r.l., a prestigious cabinet-making company specialising in interior design, with the aim of internalising a large part of its yacht furnishing requirements and offering clients the maximum customisation and flexibility.

The Italian Sea Group is, according to the Global Order Book 2024 - an international ranking compiled by the prestigious magazine Boat International -, the first Italian producer of superyachts over 50 metres and the third in the world.

Since its establishment in 2009, TISG has strengthen its presence in the yachting world with a high-end positioning, reinforced not only by the quality and uniqueness of its products, but also through its partnerships with prestigious Italian luxury brands such as Giorgio Armani and Automobili Lamborghini.

TISG has always stood out for its ability to offer its Owners a pure luxury experience, which is expressed in high quality manufacturing processes, 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.

Because of their size as well as technical and stylistic detailing, The Italian Sea Group's yachts address to the client base made of Ultra High Net Worth Individuals ("UHNWI"), a highly resilient market segment.

The Italian Sea Group S.p.A.

Celi 1920 TISG Turkey

(100%) (100%)

‌SHAREHOLDING STRUCTURE

On 3 June 2021, the offer for 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 known as Euronext Milan ("EXM"), was completed, and the 8th of June 2021 represented the first day of trading for the Parent Company's shares.

On 29 July 2024, Borsa Italiana awarded the Group's shares the STAR qualification, admitting them to trading on Euronext Milan's STAR segment as of 6 August 2024.

Market 31.27%

Giorgio Armani S.p.A.

4.99%

GC Holding S.p.A.

53.60%

Alychlo NV 10.14%

(*) considering shares allocated directly and indirectly to Mr Marc Coucke



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 sailing boats and, passing through important military orders, saw the Picchiotti brand as the 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, in the area which later became the headquarters of The Italian Sea Group.

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.

ADMIRAL

The first Admiral boat, 18 metres long and entirely made of wood, was born in 1966. In the mid-1970s, the first wooden motor-yacht (30 metres) was launched, an extremely cutting-edge product at that time, 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 and offers Owners around the world large yachts characterised by elegant and sophisticated aesthetics, timeless style and the possibility of total customisation.

PERINI NAVI

The history of Perini Navi began in 1983, when founder Fabio Perini launched the prototype of a sailing yacht that could be manoeuvred 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 named "The Maltese Falcon".

Following the acquisition, finalised in 2022, The Italian Sea Group delivered the first Perini Navi-branded sailing catamaran, the 47-metre "Art Explora", among 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.

TECNOMAR

Introduced to the market in 1987, the Tecnomar brand specialises in the construction of fast motor-yachts up to 50 metres.

The main characteristics of the brand are innovative design, modern lines, sportiness and high performance. Each model is a design challenge balancing elegance and bold aesthetics, enriched by the use of innovative technologies and materials.

One example is the motor-yacht 'This Is It', a 43-metre motor catamaran, with its futuristic profile and state-of-the-art interior.

NCA REFIT

NCA Refit can boast an absolute specialisation in the refit and repair of super-yachts and mega-yachts, both motor and sailing, 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 the crews.

Strategically located in Marina di Carrara and La Spezia, with a total area of over 130,000 square metres, the brand's state-of-the-art facilities have unique features, making NCA Refit one of the most important refit hubs in the Mediterranean.

CELI 1920

Since its establishment in 1920, experience, craftsmanship and technology have made Celi an international benchmark in the design and manufacture of furniture of the highest quality.

In addition to precision of cabinet-making, Celi has developed over time a strict construction methodology and the use of advanced manufacturing technologies, while retaining all the values and qualities of the "handmade".

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-ofthe-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 stateof-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 whollyowned 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.

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 OUTLOOK

Over the years, TISG has strengthened its presence in the international yachting market, establishing important partnerships with leading yacht brokers worldwide.

In fact, TISG's commercial strategy envisages a balanced distribution in the different geographic areas, with a significant expansion in the Americas over the past two years and the aim of further consolidating its presence in Asia and the Middle East.

The broad product offering, together with the ability to meet all client requirements, has led TISG to become a benchmark in luxury yachting.

While maintaining its focus on full-custom yachts, TISG developed some new semi-custom projects with the aim of maximising the significant production capacity currently available, without any impact on design capacity. These projects include the "Panorama" and "Admiral 50" lines and the "Admiral Quaranta" project, the first unit of which was sold in the second quarter of 2024.

Entering this new market segment will enable TISG to attract a new segment of clients wishing to reduce the waiting time for their yacht.

With reference to production capacity, following the completion of the investments in the locations of

Marina di Carrara, La Spezia and Celi, TISG does not expect to make any further significant investments, with the exception of some work to enlarge the sales offices in Marina di Carrara ("TISG New Era" project).

Over the years, the Group has consolidated its strategy of internalising the activities of the value-added chain, with the aim of improving margins and having greater control over the quality and timing of work. In June 2024, a new business unit dedicated to interior finishing steels was inaugurated at the Marina di Carrara headquarters. To date, this internalisation process can be considered successfully completed, and the group remains attentive and proactive in evaluating any new opportunities.



‌METHODOLOGICAL INTRODUCTION

Periodic financial information as at 31 March 2025 show the balances of the consolidated financial statements of TISG as at 31 December 2024 as comparative data with regards to the Balance Sheet; they show the periodic financial information of TISG as at 31 March 2024 with regards to the Income Statement.

‌RECLASSIFIED CONSOLIDATED INCOME STATEMENT

In thousands of Euros

31/03/2025

31/03/2024

Operating Revenues

96,075

95,872

Other revenues and income

773

484

Commissions

-

(781)

Total Revenues

96,848

95,575

Costs for raw materials

(24,654)

(24,424)

Cost for outsourced work

(34,382)

(35,191)

Technical Services and consultancy

(5,211)

(6,645)

Other costs for services

(3,804)

(3,270)

Personnel costs

(11,466)

(9,337)

Other operating costs

(600)

(616)

EBITDA

16,731

16,094

Percentage on total revenues

17.3%

16.8%

Amortisation, depreciation, write-downs

(2,418)

(2,538)

EBIT

14,312

13,556

Percentage on total revenues

14.8%

14.2%

Net financial charges

(1,922)

(1,151)

Income from extraordinary charges

(181)

(510)

EBT

12,209

11,895

Taxes for the period

(3,666)

(3,569)

CONSOLIDATED PROFIT

8,543

8,327

Percentage on total revenues

8.8%

8.7%

TREND OF ECONOMIC INDICATORS | 2024 - 2025

In thousands of Euros

13,556

14,312

8,327

8,543

16,094 16,731

Q1 2024 Q1 2025

EBITDA
EBIT
Operating result

‌OPERATING REVENUES

Operating revenue amounted to EUR 96,075 thousand as of 31 March 2025, up 0.2% from EUR 95,872 thousand recorded as of 31 March 2024.

This item is split between the Shipbuilding and the Refit division as follows:

6%

94%

Shipbuilding
Refit

SHIPBUILDING

The Shipbuilding Division's revenues amounted to EUR 90.6 million as at 31 March 2025, up 4.5% from EUR 86.7 million in 1Q2024.

In thousands of Euros

SHIPBUILDING REVENUES 2023 - 2025

87 91

69

Q1 2023 Q1 2024 Q1 2025

The breakdown of the Shipbuilding revenues at 31 March 2025 is as follows:

SHIPBUILDING REVENUES BY GEOGRAPHY Q1 2025

41%

48%

11%

AMERICAS
APAC
EUROPE

SHIPBUILDING REVENUES BY LENGTH Q1 2025

8%

12%

80%

<20 METERS
DAI 30 AI 50 METERS
>50 METERS

REFIT

Revenues from the Refit division totaled EUR 5.4 million as of March 31, 2025, down 40 percent from the EUR 9.1 million recorded in the first quarter of 2024. This result is related to the increased focus on Shipbuilding activities during the period.

In thousands of Euros

REFIT REVENUES 2023-2025

12

9

5

Q1 2023 Q1 2024 Q1 2025

The breakdown of Refit revenues at 31 March 2025 is as follows:

REFIT REVENUES BY GEOGRAPHY Q1 2025

10%

90%

AMERICAS
EUROPE

REFIT REVENUES BY LENGHT Q1 2025

32%

68%

30 - 50 METERS
50 - 70 METERS

‌CONSOLIDATED EBITDA

Consolidated EBITDA as at 31 March 2025 was equal to Euro 16.7 million, up 4% from the EBITDA as at 31 March 2024, of Euro 16.1 million, and with a margin on Revenue of 17.3% (vs. 16.8% recorded in the first quarter 2024).

The increase in operating margins over time is attributable to:

  1. Strong focus on management of operating costs;

  2. Improved efficiency of production processes;

  3. Benefits deriving from the completion of the investments in production capacity with an optimal mix of synergies between Shipbuilding and Refit activities;

  4. Internalisation of production chain activities with higher added value, such as the acquisition of Celi for woodworking activities;

  5. Increase in product margins, due to an increase in product prices and constant affirmation of the Group's brands among ship managers and yacht brokers all over the world;

  6. Economies of scale, particularly on repeat-projects and semi-custom lines.

120

100

16,8% 17,3%

20%

16,2%

14,8%



18%

16%

14%

80

12%

60 10%

8%

40

6%

4%

20

2%

0 0%

Q1 2022 Q1 2023 Q1 2024 Q1 2025

Total Revenues
Operating Costs
Ebitda Margin

It is important to note that, in accordance with its sales strategy, the Group does not accept trade-ins, thus eliminating the inventory risk and risks deriving from the sale of used yachts.

EBITDA corresponds to the net result adjusted by financial operations, taxes, amortisation 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 Accounting Standards of reference, the calculation criterion applied by the Group may not be the same as the one adopted by other entities, and may therefore not be comparable.

‌EBIT

EBIT as of March 31, 2025 amounted to EUR 14.3 million - an increase of 6% compared to the amount recorded in the first quarter of 2024, which was 13.5 million euros-with an impact on Revenues of 14.8 percent against depreciation, amortization, write-downs, provisions, and capital losses that amounted to EUR 2.4 million as of March 31, 2025.

‌BACKLOG

The development of TISG's business is linked to the visibility and quality of its order book ("Gross Backlog") and the consequent Net Backlog, i.e. the value of contracts for existing orders net of the interim payments for work in progress ("SAL") already made by the customer.

At 31 March 2025, the Gross Backlog of the Group amounted to EUR 1,218,607 thousand and included 22 mega and giga yachts and 7 Tecnomar for Lamborghini under construction, with deliveries scheduled until 2027.

The Net Backlog of the Group amounted to EUR 414,854 thousand:

in migliaia di Euro

31.03.2025

31.12.2024

31.12.2023

31.12.2022

31.12.2021

Gross Backlog Shipbuilding

1,141,750

1,165,678

1,218,273

1,003,357

807,726

Gross Backlog Refit

76,857

75,948

46,202

34,207

18,948

Gross Backlog Shipbuilding & Refit

1,218,607

1,241,626

1,264,475

1,037,564

826,674

in migliaia di Euro

31.03.2025

31.12.2024

31.12.2023

31.12.2022

31.12.2021

Net Backlog Shipbuilding

400,341

421,468

597,408

605,832

526,639

Net Backlog Refit

14,513

11,904

11,703

13,987

9,617

Net Backlog Shipbuilding & Refit

414,854

433,372

609,111

619,819

536,256

‌CONSOLIDATED RECLASSIFIED STATEMENT OF FINANCIAL POSITION

In thousands of Euros

31.03.2025

31.12.2024

ASSETS

Intangible assets

35,172

35,294

Property, plant, and equipment

117,621

120,294

Equity investments

34

34

Net deferred tax assets and liabilities

(696)

(696)

Other non-current assets and liabilities

(968)

(1,225)

Provisions for non-current risks and charges

(6,180)

(6,180)

Provision for employee benefits

(1,205)

(880)

Net fixed capital

143,778

146,640

Inventories and payments on account

11,993

10,210

Contract work in progress and advances from customers

141,463

90,913

Trade receivables

53,015

55,410

Trade payables

(130,956)

(121,877)

Other current assets and liabilities

(34,190)

(23,823)

Net working capital

41,324

10,833

Total ASSETS - NIC

185,102

157,473

SOURCES

Share capital

(26,500)

(26,500)

Share premium reserve

(45,431)

(45,431)

Reserves and other retained earnings

(71,255)

(39,168)

Currency translation reserve

0

30

Consolidated profit (loss)

(8,543)

(33,894)

Shareholders' Equity

(151,730)

(144,963)

Net financial indebtness

(33,373)

(12,510)

Total SOURCES

(185,102)

(157,473)

There is a decrease in consolidated Net Fixed Assets as of March 31, 2025, compared to December 31, 2024; this decrease is mainly due to the decrease in Property, Plant and Equipment.

During 2024, the Group completed major investments for the internalization of the production chain; during the first quarter of 2025, only maintenance investments of 0.5 Million Euros were required.

The increase in Net Working Capital is mainly due to the increase in contract work in progress as a result of the normal dynamics of production progress and compliance with the invoicing of contractual SALs, and the increase in Inventory and Advances as a result of the capitalization of costs incurred in the first quarter for the construction of hulls of contracts for which advanced sales negotiations are underway.