- Financial Statements as at 31 December 2025

2025 Financial Statements

as at 31 December 2025

STAR-7.COM

Letter to Shareholders Corporate Governance

Report on Operations - Consolidated Financial Statements as at 31/12/2025 Consolidated Financial Statements as at 31/12/2025

Notes to the Consolidated Financial Statements as at 31/12/2025

Independent Auditor's Report on the Consolidated Financial Statements as at 31/12/2025

Report on Operations accompanying the Separate Financial Statements as at 31/12/2025

Separate Financial Statements as at 31/12/2025

Notes to the Separate Financial Statements as at 12/31/2025

Independent Auditor's Report on the Separate Financial Statements as at 31/12/2025

Board of Statutory Auditors' Report on the Financial Statements as at 31/12/2025

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4

5

33

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96

123

133

177

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2025 was a year of confirmation of our Integrale7 business model. In a still uncertain macroeconomic environment, we have effectively and adaptively responded to the evolving needs of our customers, expanding our allocation in their budgets and offering increasingly integrated and value-added solutions.

Consolidated revenues reached €116.1 million, down 3.1% compared to 2024 (€119.8 million). At constant scope and exchange rates, revenues remained substantially stable.

Despite the drop in revenues, profitability showed a significant improvement: EBITDA was €18.6 million (+3.0%), with a margin of 16.0% (15.1% in 2024), and Adjusted EBITDA was €19.4 million (+3.5%), with a margin of 16.7%, showing further growth compared to 15.7% in the previous year. Net profit was €3.2 million, down 13.7% compared to 2024 (which was, however, 67% up compared to the €2.2 million of 2023), while net profit before goodwill amortisation would have been €7.9 million (+2.8% compared to €7.7 million in 2024).

Internationalisation has also yielded excellent results, with consolidated growth in the USA and Brazil, supported by M&A operations. The goal of increasing the share of revenues generated abroad is becoming more and more realised and will remain strategic in the future.

The recovery of operating margins reflects greater management efficiency and an increasingly extensive and structural use of offshoring in Albania. The optimisation of working capital, resulting from a rigorous and systematic management control policy, has decisively contributed to cash generation, with Free Cash Flow reaching €6.6 million, allowing for a significant reduction in net financial debt, which as of 31 December 2025 stands at -€21.1 million, an improvement of €6.6 million compared to the end of 2024. Adjusted NFP was equal to -€21.1 million, an improvement of €11.6 million.

The Board of Directors also resolved to propose to the Shareholders' Meeting that the Parent Company's profit for the year, amounting to €5,354,296, to be allocated to the extraordinary reserve, carrying it forward in full.

In 2026, we will focus on consolidating our presence in foreign markets, with particular attention on the Americas and the aerospace and defence sectors, laying the groundwork for a significant expansion in 2026. This will be supported by the full integration of Generative Artificial Intelligence into our service offerings.

I wish to thank everyone who works with us for the passion and professionalism they put into the Group's success every day; our customers for the trust they continue to place in us; and you, our shareholders, for the constant support of our growth journey.

Lorenzo Mondo CEO STAR7 S.p.A.

Letter to shareholders

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Board of Directors

Lorenzo Mondo: Chairman of the Board of Directors and Chief Executive Officer

Josef Zibung: Director Isabella Mondo: Director Maria Luisa Vada: Director Andrea Farina: Director Linda Spahija: Director

Paolo Rebaudengo: Independent director

Board of Statutory Auditors

Fabio Venegoni: Chairman of the Board of Statutory Auditors

Alberto Bodiglio: Standing auditor Vincenzo Gambaruto: Standing auditor Cristiano Lenti: Alternate auditor Stefano Cernuschi: Alternate auditor

Independent Auditor

BDO Audit services SPA*

Supervisory Board

231 Compliance Programme pursuant to Legislative Decree 231/2001

Giordano Balossi Silvia Campagna Vincenzo Gambaruto

(*) The Independent auditor BDO Italia S.p.A.,, appointed by the Shareholders' Meeting on 7 May 2024 to audit the financial statements of STAR7 S.p.A., pursuant to Legislative Decree 39/2010 for the period 2024 - 2026, has assigned, with effect from 1 January 2026, to BDO Audit Services S.r.l. a business unit which includes, among other things, the assignment to audit the financial statements of STAR7 S.p.A.,.

Corporate Governance

Consolidated Financial Statements as at 31/12/2025

2025

Corporate Governance

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Dear Shareholders, the Consolidated Financial Statements as at 31.12.2025 show a profit of:

(€3,726,764 as at 31/12/2024)

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Financial statements and revenues

The Consolidated Financial Statements as of 31/12/2025 show a net profit of

€3,217,430 (€3,726,764 as at 31/12/2024) in a very complex financial year, still marked by significant uncertainty.

Revenues amounted to €116.1 million, down 3.1% compared to the previous year, with an EBITDA of €18.6 million (16.0% of revenues), up 3.0% compared to the previous year.

At constant scope and exchange rates, revenues were substantially stable. Indeed,

• at constant exchange rates, revenues would have amounted to €118.7 million,

  -0.9%.

• In addition to this, during the financial year just ended, contracts from the Engineering service line with negative margins (with revenues generated in 2024 of €0.7 million) were discontinued, having been inherited first with the lease and then with the purchase of the CAAR and STI business divisions.

At the same time, the Global Content service line has also been subject to a greater focus on its most strategic customers, rebalancing the offering mix in line with the Group's strategy aimed at rationalizing costs and optimizing the project portfolio.

We can therefore affirm that the market has rewarded STAR7's ability to ensure a high level of service in a highly complex global environment; the Group has succeeded in consolidating its market position thanks to the quality and reliability of its services. The "fundamental" factors that characterise the Company's operations have proven to be crucial: breadth of professional skills; ability to offer technologically advanced solutions; orientation towards efficiency with the right amount of flexibility; wide range of services to meet market needs.

The results for 2025 confirm that our "Integrale7" business model continues to work effectively, offering us the ability to cross-sell additional services to newly acquired customers.

STAR7

STAR7 provides an integrated range of product-information services, from product and process engineering support to the creation and management of technical and marketing content, translation, printing, and 3D experience with immersive, interactive technologies for training and communications.

The Group has continued its programme to enhance its structure and reinforce the core values of the parent company, in line with the project initiated prior to listing. This includes strengthening and expanding the services provided, introducing innovative solutions, and promoting and encouraging its skilled workforce to adapt to a changing market, which is now leaning towards solutions that incorporate AI.

Research and development activity in the AI field has intensified, amplifying the "agnostic" approach towards new technologies, which are emerging with ever greater frequency. This approach has allowed us to broaden the spectrum of known technologies and application areas, enabling us to leverage new skills both in the development of artificial intelligence tools within service lines and to intensify our AI-driven project proposition efforts towards the market. The strategy enabled the creation of new proofs-of-concept with industry-leading customers and the transition to the full-scale phase for some of those started in the previous financial year. Consequently, 7AI, the new line of AI-based services and applications, has become more structured to better support internal and market demand, especially in the field of language technologies and content generation and analysis.

7AI enhances the capacity of the STAR7 Group to offer increasingly complex, value-driven and natively multilingual AI-based solutions in the fields of Virtual Assistants, Customer Care, Academy Training, enabling the "Knowledge-as-a-Service" approach as a new way for its clients to access knowledge.

The "human" skills of the group's internal "Experts" remain a fundamental asset for training artificial intelligence, making it more reliable and responsive in the highly critical contexts in which customers operate.

Research and development continues to focus on Virtual, Immersive, and Augmented Reality, developing products and solutions that, progressively enhanced with generative AI technologies, meet customer demand for new and more comprehensive ways to interact, access, and explore content in greater depth.

Today, STAR7 Group is able to deliver increasingly cutting-edge solutions in the areas of Virtual Training, Virtual Showrooms and Product Experience, by making the most of its technical information management skills acquired over time through engineering and technical authoring.

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The table "Adjusted reclassified consolidated income statement" shows the main adjusted earnings indicators of the STAR7 Group for 2025, compared with the equivalent values for 2024.

The adjusted measures are not sanctioned by the Italian Accounting Standards (IT GAAP) issued by the OIC. The Group believes that these adjusted measures provide useful information to management and investors to evaluate operating performance and compare it to companies operating in the same sector, while providing an additional view of the results. Therefore, in accordance with the Group's desire to provide additional information and improve comparability, the consolidated EBITDA and Net Profit figures have been adjusted to take into account the reorganisation costs mainly relating to the Engineering and Global Content service lines, as further specified in the following paragraphs.

Please note that the 2024 statutory figures reflect the earnings of the C.A.A.R. S.p.A. and S.T.I. s.r.l. business units.

From 1 January 2023 to 12 January 2025, two lease contracts are operational for business divisions of the companies C.A.A.R. S.p.A. (registered office in Turin, via Treviso 36) and S.T.I. s.r.l. (registered office in Bolzano, via Buozzi 14/16). The definitive acquisition of the two business divisions was formalized on 13 January 2025.

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In 2025, STAR7 reported revenues of approximately €116.1 million at current exchange rates (€118.7 million at constant exchange rates). Therefore, at constant exchange rates, revenues recorded a more modest decrease of -0.9%. In addition, negative-margin Engineering service line contracts (with revenues generated in 2024 of €0.7 million) inherited from the CAAR and STI business units were discontinued. At the same time, the Global Content service line was also subject to a greater focus on the most strategic customers, rebalancing the offering mix in line with the Group's strategy.

In 2024, the Group recorded growth of approximately 15% compared to the same period of the previous year. Maintaining a substantially stable revenues in 2025, despite the discontinuation of non-strategic contracts and against a complex macroeconomic context, is therefore a positive result, which confirms the soundness of the business model and the Group's ability to generate sustainable value in the long term.

Adjusted reclassified consolidated income statement

31/12/2025 31/12/2024

Reported figures

Adjusted figures

STAR7

Restructuring

Amortisation of

STAR7 Restructurin

Amortisation of

Changes

Changes. Changes Changes

€/000

Group

costs

Goodwill Adjusted

Group

g costs

Goodwill Adjusted

in €

in %

in €

in %

production

(%)

write-downs and

* Adjusted EBITDA was adjusted in 2025 and 2024 to remove the integration and restructuring costs of €811 thousand and €685 thousand, respectively, mainly related to the business units of C.A.A.R. S.p.A. and S.T.I. s.r.l.

Group revenues for 2025 amounted to €116.1 million, a decrease of 3.1% (however they had increased by 14.8% between 2024 and 2023 and we also refer to the comments made above).

As regards the breakdown of revenues by service line, the Experience and Product Knowledge line grew, accounting for about 33.2% of the total, up from 31.7% for 2024. This result reflects the strengthening of the high value-added offering and the growing demand for specialised services in the technical and training field.

The Global Content line stood at 31.4% of total revenues, reflecting a rebalancing of the offer mix, consistent with the strategy of focusing on projects with more strategic clients.

The Engineering line accounted for 22.3%, up from the previous year's figures (20.4% in FY24). The figure reflects the discontinuation of some projects with negative margins (as mentioned above). On a like-for-like basis and at constant exchange rates, this service line would have shown even more significant growth, driven in particular by the positive performance recorded in Brazil thanks to the contribution of a leading operator in the automotive sector. This confirms the solidity of demand and the Group's ability to intercept highly technical opportunities in international markets.

The Printing line remained stable at 13.1%, in line with the full year 2024.

The geographical breakdown of revenues for FY2025 confirms STAR7's progressive internationalisation. This trend reflects the growing penetration of Revenues realised in foreign markets, with a particularly strong performance in Brazil, which rose to 22.5% (compared to 19.3% in 2024) despite the depreciation of the Real. The depreciation of the dollar against the euro has a significant impact on the US market.

EBITDA

In 2025, STAR7 Group's EBITDA amounted to €18.6 million (EBITDA Margin stood at 16.0%), while Adjusted EBITDA (excluding corporate reorganisation costs, particularly for the Engineering and Global Content service lines) reached €19.4 million with an Adjusted EBITDA Margin of 16.7% (+100 bps compared to 15.7% in 2024).

The results for 2025 were achieved thanks to the selection of high-quality order book and efficiency initiatives to maximise the profitability of current orders.

EBIT

STAR7 Group's EBIT amounted to €9.3 million, unchanged from 2024.

Net profit for the year

The STAR7 Group reported a Net Profit for the year of €3.2 million, down 13.7% compared to 2024, which had however increased by 67% compared to €2.2 million in 2023.

Adjusted net profit for 2025 would have been approximately €8.5 million, up 3.8% from €8.2 million in 2024.

The M&A transactions carried out to date have generated net goodwill as at 31 December 2025 in the amount of €28.7 million, resulting in amortisation of €4.7 million, as better detailed in the Notes to the Financial Statements. Before this amortisation, in compliance with IFRS, net profit would amount to €7.9 million (+2.8% compared to €7.7 million in 2024).

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The reclassified balance sheet compared with the previous year's figures is as follows (in €):

Non-current assets

Non-current assets amounted to €45.3 million and increased by a total of €0.1 million mainly due to:

• depreciation and amortisation (totalling €9.0 million); partially offset by

• investments in intangible assets (€8.4 million) and property, plant and equipment (€1.0 million).

  Net intangible assets amounted to €34.4 million and mainly included:

  1. goodwill (€28.7 million), mostly relating to Localeyes (€18.5 million) and Star7 Engenharia (€5.9 million);

  2. concessions, trademark licenses and similar rights (€1.6 million including the Global7 project €0.4 million);

  3. other (€4.2 million): this item includes:

     1. leasehold improvements (€1.7 million),

     2. other expenses (€2.5 million) including the Smart7 development projects, Translation Management System, etc. (€1.2 million), start-up costs relating to multi-year contracts with important brands in the automotive sector (€0.4 million), rebranding (€0.2 million).

  This item increased by €0.6 million following investments of €8.4 million, which mainly concerned goodwill attributable to CAAR and STI (€7.6 million) and new development projects for Smart7, Translation Management System, etc. (€1.1 million), net of transfers of assets under construction which were zeroed at 31/12/2025, partially offset by amortisation, depreciation and write-downs for the period totalling €7.5 million and exchange rate translation differences of €0.3 million.

  Net property, plant and equipment amounted to €10.4 million and included:

  1. property (€3.5 million);

  2. plant and machinery (€4.7 million);

  3. other assets (€2.0 million);

  4. assets under construction and payments on account (€0.2 million).

  The item in question decreased by €0.5 million due to new investments made and in progress (€1.0 million), disposals (€0.1 million) and amortisation and write-downs (€1.5 million).

  Equity investments and other financial fixed assets amounted to €0.5 million and included:

• security deposits (€0.2 million);

• investments in affiliates IAM.DEV and Almon Inc. (€0.2 million);

• positive mark-to-market of derivative financial assets and other minor securities (€0.1 million).

  Net working capital

  Working capital amounted to €15.7 million, down by €7.1 million.

  The change is mainly attributable to the optimisation of working capital management:

• trade receivables were down by €4.0 million (DSO improved from 98 at 31.12.2024 to 92 at 31.12.2025) and

• there was a reduction in other receivables (€3.7 million), mainly due to the closing in January 2025 of the acquisition of the C.A.A.R. and S.T.I. business divisions (€2.7 million).

  Other items in working capital mainly related to:

• receivables due from associated and unconsolidated subsidiaries (€1.3 million)

• other receivables (€4.0 million) which include tax receivables for direct and indirect taxes (€1.7 million), deferred taxes (€0.9 million), sums advanced for the acquisition of SDS (€0.5 million), CIM contributions from the NRRP (€0.5 million); the €3.7 million change compared to the previous financial year is mainly attributable, as anticipated, to the closing in January 2025 of the acquisition of the CAAR and STI business units;

• accrued income and prepaid expenses (€2.6 million), practically unchanged compared to 2024 (increase of €0.1 million);

• Trade payables (€10.3 million) down €1.0 million compared to 2024.

• Payables due to associates and subsidiaries not consolidated line by line (€2.9 million): the increase of €2.1 million is mainly due to the extraordinary dividend distributions approved by the Brazilian subsidiaries at the end of the year as a result of the new corporate income tax regime that came into force in Brazil (€2.3 million);

• other payables (€3.7 million): these related mainly to current and deferred salaries to employees (€3.4 million);

• tax and social security liabilities (€4.9 million) including €1.4 million for corporate income taxes, €0.1 million for VAT and consumption taxes, €0.7 million for withholding taxes to be paid as a tax substitute, and €2.7 million for contributions to social security institutions;

• accrued expenses and deferred income (€0.9 million) mainly made up of advance revenues, down €0.6 million compared to 31/12/2024.

Non-current liabilities

Non-current liabilities of €7.6 million mainly relate to the provision for severance pay of €6.7 million and to various provisions for risks and expenses (provision for employees' leaving entitlement of €0.4 million, deferred tax provision of €0.2 million, other minor expenses of €0.3 million).

The Net Financial Position at 31 December 2025 was -€21.1 million (-€27.8 million at 31 December 2024), an improvement of €6.6 million. This result confirms the effectiveness of the strategies implemented by management to improve working capital management and reflects the sales results achieved by the Group in 2025. Gross debt stood at €45.5 million (€53.3 million at 31/12/2024). The Net Debt/EBITDA ratio as at 31 December 2025, which stands at 1.14 (as shown in the table below), has decreased from the figure of 1.54 as of 31 December 2024 (and from the adjusted 31/12/2024 figure of 1.81).

The table below presents the adjusted Net Financial Position as at 31 December 2025 and 31 December 2024, reflecting the financial effects of the finalisation of the acquisition of the C.A.A.R. and S.T.I. business units (completed on 13 January 2025):

In 2025, an additional 10% of the share capital of CAAR do Brasil Consultoria Tecnica LTDA (now Star7 Engenharia e Consultoria Tecnica Ltda) was acquired, of which

STAR7 already held 66%, for an amount equal to 3.2 million Brazilian reais, corresponding to approximately €520,000.

In order to provide a better description of the financial situation, the table below shows some balance sheet ratios, compared with the same ratios for the previous year.

The Group is in a stable position, with bank/financial debt structured over the medium to long term. It maintains sufficient liquidity to continue its growth trajectory and consistently meets the covenants stipulated by the bonds issued to facilitate the acquisition of LocalEyes and the bond issued in November 2024.

Pursuant to Article 2428 of the Civil Code, we inform you that the Parent Company's activities are carried out at the head office of Alessandria, in the area of Valle San Bartolomeo, and at the local units in Asti, Turin, Pistoia, Maranello, La Spezia and Bolzano.

In legal terms, the Parent Company STAR7 S.p.A. directly or indirectly controls the following companies, which carry out activities that are complementary to and/or functional for the Group's core business:

S.R.L.

E SERVIÇOS LTDA Brazil

Brazil

TECNICA LTDA KRAGUJEVAC AMERICA LTDA

California - U.S.A. Product Knowledge

INDIA PRIVATE LTD Product Knowledge

In view of the business unit lease agreement, the results of the following companies controlled by C.A.A.R S.p.A. were included in the consolidated financial statements as at 31/12/2024:

• "C.A.A.R. do Brasil Consultoria Tecnica Ltda" based in Belo Horizonte (Brazil);

• "Abacaar Doo Kragujevac" based in Kragujevac - Miloja Pavlovica 9 (Serbia).

  The two aforementioned companies were acquired on a definitive basis on 13 January 2025, following the acquisition of the business units of CAAR SpA and STI srl, changing their names during the year to:

• Star7 Engenharia e Consultoria Tecnica Ltda;

• Star7 Doo Kragujevac.

  The new 100% owned subsidiary company "Star7 Technology India Private Limited" was established on 13 August 2024, with headquarters in Hyderabad (India).

  Star7 Latin America Ltda was incorporated in 2025.

  For the scope of consolidation, please refer to the Notes to the Financial Statements.

  Research and development activities

  The following disclosures are made pursuant to article 2428, paragraph 3, number 1 of the Italian Civil Code.

  The Group has progressively consolidated and enhanced their high-value authoring technologies in the various Business Areas (Editorial, Language Services, After Sales), developing innovative applications based on existing services and strengthening, also through dedicated internal resources, the integration and evolution of available software, as well as the creation of new integrated platforms.

  During 2025, this process of innovation continued in an organised way, with a specific emphasis on developing solutions using artificial intelligence. Effective 1 January 2025, the new 7AI service line was established with the aim of consolidating and enhancing the skills acquired, promoting the cross-functional integration of AI technologies into the Group's services, and supporting the evolution of the offering in a scalable, high-tech way.

  Over the course of 2025, this process was further consolidated through a structured methodological approach, geared towards efficiency and the objective measurement of results. In this context, specific tools have been created to understand operational requirements from the ground up, assess them in relation to anticipated economic and organisational effects, and establish development priorities. KPIs and monitoring metrics have also been introduced to measure the performance of the implemented solutions and progressively improve their quality and reliability.

  In particular, STAR7 pursued the following objectives:

• identify operational areas with high time impact and low decision-making complexity;

• implement automation solutions aimed at simplifying workflows;

• systematically measure the results obtained through indicators defined in advance;

• rationalize control activities, while maintaining quality standards unchanged;

• increase the robustness and consistency of generated content through the structured use of company know-how via "experts-in-the-loop".

  To achieve this, the Company has dedicated internal human resources (developers, programmers, engineers) and external suppliers.

  In the coming years, the Group intends to continue developing new businesses that are significantly innovative compared to their target market. This will be achieved through initiatives that primarily involve internal human resources, the use of external consultancy, and the adoption of appropriate technical equipment.

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  Environmental and personnel information

  In view of the Company's social role, as highlighted in the document on Report on Operations issued by the Italian Accounting Profession, it is deemed appropriate to provide the following information regarding the environment and personnel.

  Environment

  The Group companies do not carry out polluting industrial processes.

  Staff

  • No on-the-job deaths occurred during the year among personnel listed in the register.

  • During the year, there were no serious accidents at work involving serious or very serious injuries to personnel listed in the register of employees.

  • During the year there were no charges relating to occupational illnesses on employees or former employees and mobbing cases.

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During 2025, investments were made in the following categories of property, plant and equipment:

FIXED ASSETS ACQUISITIONS DURING THE YEAR

Land and buildings 0

Plant and machinery 226,408

Industrial and commercial equipment 78,247

Other assets 709,742

Assets under development/construction and payments on account 0

TOTAL 1,014,398

These are ordinary investments for renovations and/or equipment for employees, as well as investments to enhance the production structure and improve efficiency.

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The Group had the following transactions with the following associated companies:

These transactions, which do not include any atypical and/or unusual operations, are conducted on an arm's length basis.

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The STAR7 Group adopts specific procedures for risk management which

can influence company performance. These procedures are the result of corporate management aimed at maximizing value for its shareholders by implementing all necessary measures to prevent the risks inherent in the Group's activities.

STAR7 SpA, as the Parent Company, is exposed to the same risks and uncertainties to which the Group itself is exposed and which are listed below.

The risks listed below should be read in conjunction with the other information contained in the Annual Financial Statement.

External risks

Risks associated with general economic conditions

The market in which the Group operates is correlated to the economic performance of more advanced countries where the demand for high-tech products is higher. Geopolitical tensions, unfavourable national and/or international economic conditions, or high inflation could reduce demand growth, with consequent repercussions on the Group's business, results of operations, and financial condition.

It should also be noted that international tensions linked to the ongoing war between Ukraine and Russia, the crisis between Israel and Palestine, and tensions in the Persian Gulf, which have now escalated into armed conflict, are creating uncertainty and tension, particularly within the Eurozone. Adding to this turbulent picture are the ongoing trade wars, triggered mainly by the Trump Administration's new tariff policy. While the outcome is still uncertain and difficult to assess, the intensification of ongoing geopolitical tensions and the trade war could have significant negative repercussions on the global, international, and Italian economies, financial market performance, political stability, and the energy sector.

Risks associated with the evolution of the services provided by the Group

The sector in which the Group operates is marked by rapid and profound technological changes and a constant evolution in the composition of skills and expertise needed to deliver services. This requires continuous development and updating of new products and services, as well as timely go-to-market strategies. This evolution is also profoundly influenced by the emergence of Artificial Intelligence. Hence, the Group's future business development will also rely on its capacity to foresee technological advancements and enhance its services, with a strong emphasis on ethical considerations. This may involve substantial investments in research and development, as well as strategic and efficient M&A transactions.

Competition risks

The Group's reference market is highly competitive. Some competitors may be able to expand their market share to the detriment of the Group. Furthermore, increased competition - potentially from new entrants in the Group's sectors with the human resources, financial capabilities and technology to offer more competitive prices - could impact the Group's operations and its ability to strengthen or expand its competitive position in the relevant sectors, leading to repercussions on the Group's income, financial position and cash flows.

Risks associated with changes in customer needs

The Group's services are affected by fast-changing technology and evolving customer needs. This can lead to requests for more complex tasks that may require excessive and economically disproportionate economic aspects. It could also result in cancellations, modifications, or delays to existing contracts. This could, in some cases, have repercussions on the Group's business, income, financial position and cash flows.

Risks associated with the evolution of the regulatory framework

The Group is subject to the laws and regulations in force in the countries in which it operates, primarily those regarding health and safety in the workplace, the environment, sustainability, the protection of intellectual property rights, tax regulations, privacy protection regulations, the administrative liability of entities pursuant to Legislative Decree 231/01, and liability pursuant to Law 262/05. The Group operates in compliance with applicable laws and has established processes that ensure awareness of specific local regulations in the contexts in which it operates and of any regulatory changes that may arise.

Any breaches of these regulations could lead to civil, tax, administrative and criminal penalties, as well as the obligation to carry out regularisation activities, the costs and responsibilities of which could have a negative impact on the Group's operations and results.

Sustainability risks

In the area of sustainability, the Star7 Group describes its material impacts, risks and opportunities and their interaction with its strategy and business model in its consolidated sustainability report.

Internal risks

Risks related to dependence on key personnel and loss of know-how

The success of the Group depends largely on some key figures who have contributed significantly to its development, such as the Chairman / CEO of the parent company, his closest collaborators / advisors and the executive directors of the subsidiaries.

The management team has extensive experience in the sector, playing a crucial role in managing the Group's operations.

Losing one of these key figures without a suitable replacement, as well as failing to attract and retain new skilled resources, could negatively impact the Group's prospects, critical know-how, activities, and financial results. In any case, management believes that the Company has an operational and management structure capable of ensuring continuity in the management of corporate affairs.

Risks associated with customer dependence

The Group mainly provides services to medium and large companies operating in various markets (Automotive, Defence, Aerospace, Fashion, etc.). A significant portion of the Group's revenues, albeit decreasing in recent years, is concentrated in a relatively small number of customers, whose potential losses could, therefore, negatively impact the Group's business and financial condition.

Risks associated with internationalisation

As part of its internationalisation strategy, the Group may be exposed to the typical risks arising from conducting business on an international basis, including those relating to changes in the political, macroeconomic, fiscal and/or regulatory framework, as well as fluctuations in currency exchange rates. Such events could negatively impact the Group's growth prospects.

Risks associated with the Group's development

The constant growth in the Group's size presents new management and organisational challenges. The Group is constantly focused on training employees and maintaining internal controls to prevent any illicit and/or unethical behaviour (such as, for example, the improper use or failure to comply with laws or regulations regarding the protection of sensitive or confidential information and/or the inappropriate use of social networking sites that could lead to breaches of confidentiality, unauthorized disclosure of confidential company information, or damage to reputation).

If the Group does not continue to make appropriate changes to its operating model as its needs and size change, does not successfully implement the changes, and does not continue to develop and implement appropriate processes and tools to manage the business and instill its culture and core values among its employees, its ability to compete successfully and achieve its business objectives could be compromised.

Risks associated with acquisitions and other extraordinary transactions

The Group plans to continue making strategic acquisitions and investments to enhance and add new capabilities, offer services and solutions, and enable expansion in certain geographic and other markets.

Any investment made as part of strategic acquisitions and any other future investments in Italian or foreign companies may lead to an increase in complexity in the Group's operations, and there may be no certainty that such investments will generate the expected profitability and/or that they will integrate properly in terms of quality standards, policies, and procedures in a manner consistent with the rest of the Group's operating activities. The integration process may require additional costs and investments. Improper management or oversight of the investment made may adversely affect the business, operating results and financial aspects.

Risks associated with failure to fulfill contractual obligations

The Group develops high-tech and high-value solutions; related contracts, which may involve both internal staff and external collaborators, may include penalties for not meeting agreed deadlines and quality standards. The application of such penalties could have a negative effect on the Group's income and financial results and on the Group's reputation.

The Group has, however, taken out insurance policies deemed adequate to protect themselves against risks arising from professional liability for a total annual limit deemed adequate with respect to the underlying risk. Furthermore, if the insurance coverage is not adequate and the Group is required to pay damages exceeding the maximum cover established, the Group's earnings, balance sheet and cash flows could suffer significant negative effects.

Risks associated with the defence of intellectual property rights

The Group's success depends, in part, on its ability to obtain intellectual property protection for its proprietary platforms, methodologies, processes, software, and other solutions.

The Group relies on a combination of confidentiality, nondisclosure, and other contractual policies and procedures, and patent, trade secret, copyright, and trademark laws to protect its intellectual property rights. Even where intellectual property protection is legally obtained, the Group's intellectual property rights cannot prevent or discourage competitors, former employees or other third parties from reverse

engineering of one's own proprietary solutions or methodologies and processes or from the independent development of similar or duplicate services or solutions.

Furthermore, the Group may unintentionally violate the rights of others and be consequently liable for damages. Any claims or litigation in this area could be time-consuming and costly, damage the Group's reputation, and/or require additional costs to be incurred in order to obtain the right to continue offering a service or solution to its customers.

The occurrence of such risks could have negative effects on competitive advantage and market positioning of the Group, on its income, financial position and cash flows, as well as on the reputation and development prospects of the Group's future business.

IT security risks, data management and dissemination, and cybersecurity risk

The Group's business relies on computer networks and systems to process, transmit, and securely store electronic information and to communicate with its employees, customers, technology partners, and suppliers. As the size and complexity of this infrastructure keep growing, also due to the increasing reliance on and use of mobile technologies, social media, cloud-based services, and Artificial Intelligence, the risk of incidents and cyber attacks is rising, exacerbated by ongoing geopolitical events worldwide.

Such breaches could result in the shutdown or disruption of the Group's systems and those of our customers, technology partners, and suppliers, and the potential unauthorized disclosure of sensitive or confidential information, including personal data. In the event of such actions, the Group could be exposed to potential liability, litigation, and regulatory or other actions, as well as the loss of existing or potential customers, damage to its brand and reputation, and other financial losses. Furthermore, the costs and operational consequences of responding to breaches and implementing corrective measures could be significant.

To date, there have been no cybersecurity attacks that have had a material impact on the Group, although there is no guarantee that there will not be an attack with a material impact in the future. Recognising that the business and IT security environment is changing, the Group is enhancing its risk management abilities; it may invest more to safeguard data and infrastructure if needed. Moreover, if the insurance coverage, including cyber insurance, is inadequate and the Group is required to compensate for damages exceeding the maximum limit, the income, financial position and cash flows of the Group could suffer significant negative effects.

Risks relating to social, environmental and corporate ethical responsibility

In the context of social, environmental and ethical business responsibility, the Star7 Group describes its impacts in its sustainability report.

Financial risks

Credit risk

For commercial purposes, specific policies are adopted to ensure the solvency of its customers. With regard to financial counterparties, the Group is not characterised by significant concentrations of credit risk or solvency risk. The Star7 Group's exposure to credit risk consists of potential losses that could arise from the failure to fulfil obligations undertaken by both commercial and financial counterparties.

This exposure arises mainly from general economic and financial factors, from the possibility of specific insolvency situations of some debtor counterparties and from more strictly technical-commercial or administrative elements. The Group's maximum theoretical exposure to credit risk is represented by the carrying amount of financial assets and trade receivables recorded in the balance sheet. The risk relating to the trade credit component is managed through the application of specific policies aimed at ensuring the solvency of its customers. Accruals to the bad debt provision are made specifically for credit positions that present particular risk elements. For credit positions that do not present these characteristics, provisions are made based on the average uncollectability estimated based on statistical indicators.

Liquidity risk

Liquidity risk is linked to the difficulty in obtaining funds to meet commitments. The cash flows, financing needs, and liquidity of the Group's companies are monitored and managed centrally, with the aim of ensuring effective and efficient management of financial resources (maintaining an adequate level of liquidity and availability of funds obtainable through an adequate amount of credit lines).

The challenging economic and financial market environment requires particular attention to liquidity risk management, and in this regard, particular attention is paid to actions aimed at generating financial resources through operational management and maintaining an adequate level of available liquidity. The Group therefore plans to meet its needs arising from maturing financial debt and planned investments through cash flows from operations, available liquidity, and the renewal or refinancing of bank loans.

Exchange rate risk and interest rate risk

Exchange rate risk is mitigated by the prevalence of economic and financial transactions denominated and recorded in local currency. The Group does not primarily operate in areas with currencies at risk of significant exchange rate fluctuations, and therefore this risk is not significant. Exposure to interest rate risk arises from the need to finance operating and M&A investment activities, as well as to use available liquidity. Changes in market interest rates may have a negative or positive impact on the Group's financial results, indirectly influencing the costs and returns of financing and investment transactions.

The interest rate risk to which the Group is exposed arises from bank loans and bonds; to mitigate these risks, the Group has resorted, when deemed necessary, to the use of derivative instruments designated as "cash flow hedges".

Considering the level of risks involved, the companies within the Group do not engage in hedging activities, with the exception of certain interest rate swap and collar cap-floor contracts. These contracts are comprehensively detailed in the Notes to the Financial Statements, which should be referred to for further information. These contracts are consistent with the Group's risk management strategies which do not include derivative instruments for trading purposes.

Tax risk

The risk of any changes in tax legislation and its application or

interpretation, could have a negative or positive impact on the Group's financial results, influencing the effective tax rate.

The Parent Company does not participate in the National/Worldwide Tax Consolidation pursuant to Articles 117/129 of the Consolidated Law on Income Taxes (TUIR). The tax risk mitigation measures implemented by management, in terms of verifying the adequacy and correctness of tax obligations, obviously cannot completely exclude the risk of tax audits.

Information on own shares

At the reporting date, the Parent Company did not hold any shares and/or quotas of parent companies, either directly or through trust companies or third parties.

As of the same date, the Parent Company owned 33,614 treasury shares (0.3735% of the share capital) for a value of €232,068.

The reserve recorded among the net equity items amounts to €232,068.

12

January 2025

Acquisition of C.A.A.R. and S.T.I. completed

On 13 January 2025, STAR7 completed the final acquisition of the business divisions of C.A.A.R. S.p.A. and S.T.I. S.r.l., both in court-ordered liquidation. This step represented the formalisation of an integration process that began in January 2023, when the lease of the two business units began. The transaction has allowed STAR7 to consolidate its strategy, seamlessly integrating the acquired businesses and strengthening its position in the automotive, commercial and heavy vehicles sectors.

The acquisition also allowed STAR7 to significantly expand its presence in Brazil, a strategic engineering market, and granted access to a team of highly qualified professionals. This has had a positive impact on innovation and growth at the company.

From a financial point of view, the total cost of the transaction was €5.8 million, net of transaction costs, without STAR7 having to take on the financial liabilities of the acquired businesses.

Buy-back and disposal of own shares authorised by Shareholders' Meeting.

During the 2025 financial year, the Shareholders' Meeting resolved to authorise the buy-back and disposal of the company's shares, under the terms and conditions indicated in the relevant shareholders' resolution. In execution of this authorisation, the Company began transactions to buy back its own shares in 2025, in compliance with applicable legislation and permitted market practices.

As of 31 December 2025, the Company held 33,614 own shares, equal to 0.3735% of the share capital, for an equivalent value of €232,068.

The transactions were carried out in the manner and within the limits set by the shareholders' resolution and current regulations, also with reference to volumes and purchase prices.

The Company will continue to provide the market with the information required by applicable law in relation to transactions in own shares and the possible continuation of the programme, within the limits of the shareholders' meeting authorisation.

November 2025

On 5 November 2025, Star7 announced the signing of an agreement for the acquisition of 20% of the capital of Almon Inc. by the US subsidiary STAR7 LLC.

The transaction represents a further step in the Group's international growth strategy, with the aim of strengthening its presence in the North American market, considered strategic for future development.

Almon Inc. is a company with more than 45 years of experience in the field of product information and technical training, with a client portfolio that includes leading US multinationals. Almon Inc.'s revenues for the 2025 financial year amounted to approximately $8.5 million with negative EBITDA, although this was steadily improving in the fourth quarter thanks to targeted actions carried out jointly with STAR7. The company has a financial debt of approximately $0.2 million.

The company has developed vertical expertise in high-potential sectors for STAR7, including:

• Special Vehicles

• Agricultural Machinery

• Aerospace and Defence

  STAR7 is actively contributing to the restructuring of Almon Inc. and, for this reason, the investment in the capital is taking place progressively. The agreement includes put and call option mechanisms that will allow STAR7 to progressively acquire up to 100% of the share capital of Almon Inc. as defined below.

  The transaction involves an acquisition process divided into three phases (First, Second and Third Transaction), subject to the satisfaction of specific conditions precedent for each phase.

  The First Transaction involved the purchase of 20% of the share capital of Almon Inc. for a symbolic consideration of $1.

  At the same time as the first closing, STAR7 obtained:

• a call option to gradually acquire the remaining 80% of the capital;

• a put option to return the initial 20% stake to the sellers, again at the symbolic price of 1 dollar, should it decide not to proceed with the subsequent phases and the agreed performance objectives are not achieved.

  The Second Transaction involves the purchase of an additional 40% of the capital. The price will be calculated according to the formula: (LTM EBITDA as at September 2026 x 3.5 +/- Net Financial Position) x 0.4.

  The closing will take place within 30 days of the written communication of STAR7 (Second Purchaser Notice), to be made within 12 months from the first closing.

  The Third Transaction involves the purchase of the remaining 40% of the capital. The price will be calculated according to the formula:

  (FY 2026 EBITDA x 6 +/- Net Financial Position) x 0.4

  Again, the closing will take place within 30 days of the written communication of STAR7 (Third Purchaser Notice), to be made within 12 months from the second closing.

  Upon completion of the third phase, STAR7 will hold 100% of the share capital of Almon Inc.

  Thanks to this contractual structure, STAR7 will be able to manage the integration of Almon Inc. prudently and progressively, consistent with the Group's selective and sustainable growth strategy.

  The transaction will also allow STAR7 to:

• Access new strategic customers in the US market

• Strengthen its offering in highly specialized sectors

• Integrate complementary skills into its "Integrale7 " business model.

December 2025

Modefinance Ratings has confirmed STAR7's debt rating at "B1+". Modefinance highlights that STAR7 is today one of the main international providers of integrated solutions for content and product information, serving important brands in the automotive, aerospace and defence sectors. With the agreement to acquire a stake in Almon Inc., STAR7 has further strengthened its international growth strategy, with the aim of consolidating its presence in strategic sectors of the North American market. The rating reflects an adequate economic and financial profile.

Events after the end of the financial year

The STAR7 Group, through its subsidiary STAR7 LLC, has expressed its intention to exercise, by 1 April 2026, the Purchase Option (called the "Second Transaction Purchase") for 80 shares equal to 40% of the share capital of Almon Inc. In order to reach closing, the notice requires the fulfilment of a series of conditions precedent. Consequently, the substantial effects will occur only when these conditions are met.