Tamburi Investment Partners S.p.a.MIL: TIP

Consolidated Half-Year Financial Report as at 30 june 2025 tamburi investment partners group

· Issued by Tamburi Investment Partners S.p.A.

Consolidated half-year financial report

as at 30 June 2025 Tamburi Investment Partners Group

We should all feel nothing but shame for the reputation that finance has earned itself in the last few years, but if you manage to guide healthy capital from successful businesses, long-term investors and the assets of families that wish to invest them intelligently in companies that want to grow, you are doing one of the most beneficial jobs in the world.



CONTENTS

Company Boards 3

Interim Directors' Report 4

Condensed consolidated half-year financial statements

Financial Statements 22

  • Consolidated income statement

  • Consolidated comprehensive income statement

  • Consolidated statement of financial position

  • Consolidated statement of changes in equity

  • Consolidated cash flow statement

    Explanatory notes to the condensed consolidated half-year financial statements as at 30 June 2025 28

    Attachments 60

  • Declaration of the Executive Officer for Financial Reporting

  • Changes in investments measured at FVOCI

  • Changes in investments measured by the equity method

  • Independent auditor's report

Company Boards Board of Directors of Tamburi Investment Partners S.p.A.

Giovanni Tamburi Chairperson and Chief Executive Officer

Alessandra Gritti Vice Chairperson and Chief Executive Officer

Cesare d'Amico Vice Chairperson

Claudio Berretti Executive Director and General Manager

Isabella Ercole (1) (2) Independent Director * Giuseppe Ferrero (1)

Sergio Marullo di Condojanni (1) Independent Director * Manuela Mezzetti

Daniela Palestra (2) Independent Director *

Paul Schapira (2) Independent Director *

Board of Statutory Auditors

Myriam Amato Chairperson

Marzia Nicelli Standing auditor

Fabio Pasquini Standing auditor

Simone Montanari Alternate auditor

Marina Mottura Alternate auditor

Independent Audit Firm

KPMG S.p.A.

Registered office

Via Pontaccio no. 10, Milan, Italy

  1. Member of the Nominations and Remuneration Committee

  2. Member of the Control and Risk, Related Parties and Sustainability Committee

* In accordance with the Corporate Governance Code

Interim Directors' Report of the Tamburi Investment Partners as at 30 June 2025

TIP closed the first half of 2025 with pro forma consolidated net profit of approximately 47 million, up 38% from 34 million at 30 June 2024, despite the absence of significant divestments. Consolidated equity at 30 June 2025 was approximately 1.42 billion, in line with the figure at 31 December 2024.

As is already known, the first half of 2025 was significantly impacted by the Alpitour transaction, as the pre-emptive rights relating to 36.027% of the shareholders were exercised. Following the planned transactions, the investee Asset 1 holds a stake (directly and indirectly) of 95.328% of the share capital of Alpitour (net of treasury shares) and TIP has 46.301% of Asset 1. The necessary authorisations were obtained in the first half of the year and the consequent change in governance took place.

The economic result for the first half of 2025 therefore benefited from the accounting effects relating to this transaction. The obtaining of control of Alpitour by Asset Italia and the consequent transition from classification as an associate measured according to the equity method to a subsidiary resulted in an accounting income for Asset Italia, on a pro rata basis recorded by TIP of approximately 64.6 million.

The contributions to the results from the related companies were about 10 million and are attributed to the good results of Interpump, Sesa, Roche Bobois, Beta Utensili, Chiorino and Limonta. OVS's result (for the period November 2024-April 2025, since its financial statements closed on 31 January) was very positive at the level of EBITDA but was penalised at the net profit level by the adjustment of the fair value of some derivatives contracts in dollars.

Many other investees also performed well, including Amplifon, Apoteca Natura, Azimut|Benetti, Bending Spoons, Eataly, Engineering, Hugo Boss, Moncler, Vianova, and others. The fact that, as detailed on page 9, as many as 15 of the main investees had increased revenues during the period confirms the level of quality and excellence of the group companies.

For other investees, given the general context of the respective reference markets, delays and difficulties in implementing the related plans, suggested that we adopt a very prudent valuation approach, with the consequent recording of pro-forma write-downs in the income statement, reflected in the financial statements in the adjustment of the related fair values, and, for associates, value adjustments in the income statement. The carrying amounts of the holdings in Dexelance, Landi Renzo (held through Ithaca), TAG and Zest were adjusted.

The usual pro forma income statement for the financial year 1 January - 30 June 2025, prepared considering the realised capital gains and losses and write-downs on investments in equity, is set out below. As is widely recognised, this system, which was in force until a few years ago, is considered much more meaningful in reflecting the reality of TIP's business.

The pro forma figures are commented on in the Directors' report, while the notes provide information on the figures determined in accordance with IFRSs.

Reclassification

Reclassification

to income

to income

statement of

statement of

value

PRO

PRO

Consolidated income

IFRS

capital gain

adjustments to

FORMA

FORMA

statement

30/6/2025

(loss) realised

investments

30/6/2025

30/6/2024

(in euros) Total revenues

730,750

730,750

778,675

Purchases, service and other

costs

(1,452,512)

(1,452,512)

(1,679,736)

Personnel expenses

(11,658,097)

(11,658,097)

(10,536,316)

Amortisation

(212,098)

(212,098)

(208,329)

Operating profit/(loss)

(12,591,957)

0

0

(12,591,957)

(11,645,706)

Financial income

10,518,407

3,256,000

13,774,407

31,290,119

Financial expenses

Share of profit/(loss) of associated companies

measured under the equity method

(9,710,714)

64,423,382

(9,710,714)

64,423,382

(6,087,139)

20,930,756

Adjustments to financial

assets

(8,410,999)

(8,410,999)

(617,120)

Profit/(loss) before taxes

52,639,118

3,256,000

(8,410,999)

47,484,119

33,870,910

Current and deferred taxes

(624,209)

0

(624,209)

139,641

Profit/(loss) for the period

52,014,909

3,256,000

(8,410,999)

46,859,910

34,010,551

Result for the period attributable to shareholders of the parent

57,320,674

3,256,000

(8,410,999)

52,165,675

34,125,695

Result for the period attributable to minority interests

(5,305,765)

0

0

(5,305,765)

(115,144)

The IFRS income statement does not include capital gains in the period on equity instruments and non-associated company investments of 3.3 million, and adjustments to investments, negative at around 8.4 million.

Revenues from advisory activities amounted to approximately 0.7 million during the period.

As always, personnel costs were significantly influenced by the variable remuneration of executive directors which, as is known, are linked to the results but which, starting from this Half-Yearly Report, at the voluntary specific request of the executive directors themselves, approved by the Nomination and Remuneration Committee and by the Board of Directors, takes account of a 20% reduction with respect to what was resolved by the designated corporate bodies, as it has been determined that the variable remuneration could be reduced by 20% if the TIP stock, in the reference period (in this case 1 January - 30 June 2025), recorded a negative performance and reduced by 10% if the TIP stock recorded a performance of less than 10% in the reporting period. All of this net of dividends distributed.

Financial income, in addition to a small capital gain, refers for around 10 million to dividends received and interest income, while financial expenses mainly refer to interest accrued on the bond of around 6.9 million, other interest on loans of around 2 million and changes in the fair value of derivatives of 0.8 million.

The consolidated net financial position of the TIP Group at 30 June 2025, without taking into account non-current financial assets considered from a management standpoint to be liquidity

usable in a short-term, was negative at 453 million, compared with 422.1 million at 31 December 2024. The change in the period essentially relates to the use of cash during the half-year for the distribution of dividends (26.2 million), purchasing treasury shares (13 million), operating expenses and to finalise equity investments, net of proceeds. Following the issue in June 2024 of a bond of a nominal amount of 290,500,000 euros, in June 2025 the issue was completed ("TAP Issue") of an additional portion of the unrated, unsubordinated and unsecured bonds, fungible and to be consolidated with the original bonds. In further detail, bonds with a total nominal amount of 110 million euros were placed at an issue price of 101.75% of the nominal value, for a total of approximately 112 million euros. The two bond issues were consolidated in July and the share price performed well.

INVESTMENTS AND DIVESTMENTS

In February 2025, following further purchases of Monrif S.p.A. shares, Monti Riffeser S.r.l. and the persons who acted in concert with the same (including TIP) became the holders, in total, of 90.619% of the share capital of Monrif S.p.A., thus exceeding the 90% threshold and verifying the conditions for the obligation to purchase the remaining shares of Monrif S.p.A. Following completion of the obligations to purchase these shares, Monti Riffeser S.r.l., together with the persons who acted in concert (including TIP), became the holders of 94.395% of Monrif S.p.A. and, as expected, the Monrif shares were delisted.

The disposal of the Alkemy shares generated a proceed of approximately 4.8 million, including a small capital gain, due to the fact that several write-downs had been made in the past.

During the half-year, purchases of treasury shares amounted to 13 million euros.

PERFORMANCE OF TIP STOCK

TIP is a truly public company, listed on the Euronext Star Milan segment with a market capitalisation of approximately 1.5 billion euros.

16,5

14,5

12,5

Nasdaq

+362,6%

S&P 500

10,5 +236,7%

DOW JONES

+ 181,9%

8,5

+150,9%

6,5 IT Star

+99,2%

4,5 FTSE MIB

+92,4%

2,5

FTSE Small Cap

+80,4%

MSCI Eur

+53,6%

0,5



TIP calculations based on data captured at 18.26 on 5 September 2025, source: Bloomberg

The ten-year performance of the TIP stock shown in the chart at 5 September 2025 is 150.9%, outperforming some of the main national and international indices, with a total return(1) of 189.8%, which corresponds to an average annual figure of approximately 19% and a compound figure of 11.2%.

The performance of the TIP stock during 2025 was certainly influenced by the fact that it is in the mid cap segment. In recent months, the price of the TIP stock has fluctuated in a range that remains very far from the market value of the underlying assets, the net intrinsic value estimated by TIP on the basis of knowledge of the investments made and from the target prices of analysts covering the stock, which currently vary between 11.3 and 12.5 euros per share.

main investments as at 30 June 2025

TIP is an industrial partner with probably unique characteristics on the Italian scene, for entrepreneur shareholders and for the companies in which it invests. In fact, TIP:

  • is the most extensive network of Italian entrepreneurs united by a common project for business development and growth, with dozens of participating family offices, now with more than 30 years of industrial experience both in Italy and internationally;

  • is completely independent of large banking and financial groups;

  • has made investments, both directly and through club deals, in excellent companies, leaders in their respective sectors, that today can be estimated at more than 6 billion;

  • operates with "patient capital" over a truly long-term investment horizon, characteristics that enable it to structure, alongside the entrepreneur and top management, a path of investment enhancement in their common interest, without imposing an exit time, numeric IRR or drag-along contractual or similar constraints;

  • since its market listing, TIP has been able to generate very attractive returns for shareholders that, when compared with the level of diversification and therefore implied risk, can be considered to be optimal and almost unique, including at the international level;

  • possesses in-depth knowledge of the dynamics of family businesses and the ability to rationalise their governance to enable a strong alignment of their interests with those of partner entrepreneurs, who in any case always retain the operational leadership of the companies;

  • has a team of professionals, many with decades of experience, focused on value creation and able to interact effectively with entrepreneurs, companies, banks and corporate finance professionals, making processes efficient, streamlined and fast.

Over the years, TIP has built a group of industrial excellence, diversified by sector, size, shareholder structure and the role performed by TIP.

‌(1) Total return source Bloomberg (Divs. Reinv. in secur.)













AN INDEPENDENT, DIVERSIFIED INDUSTRIAL GROUP

Listed companies



Private companies





10

3

12

Worldwide leaders European leaders Italian leaders

The distinguishing features common to investee companies are that they are leaders in their respective sectors, always with very low levels of debt, often with substantial liquidity available and almost always with an excellent international market presence and strong growth ambitions, including through M&A.

ECONOMIC PERFORMANCE OF INVESTEE COMPANIES

The financial data indicated below refer, where available, to the 2025 half-year reports approved by the Board of Directors of the investee companies before the date of this Report. In the absence of such data, reference is made to the reports for the first three months of 2025 or to previous financial statements.

Listed companies

Private companies

Sales 1H 2025

(€ mln)

Sales 1H25 vs

1H24

Ebitda Margin ADJ.

3



Sales 1H

Sales Ebitda

2025

1H25 vs Margin

ADJ.

(€ mln)

1H24 1H2025

1H2025



1,181 + 0.3% 24.4%





173 - 0.7% 8.7%



155 + 2.4% 7.2%

4



240 + 1.1% 6.2%





2,000 - 1.4% 16.2%

1,077 - 1.7% 23.2%

1,226 + 1.0% 33.0%





Sales

(€ mln)

Variat. % Sales

Ebitda

Margin ADJ.

1

354

+ 0.6%

7.9%

2

3,298

+ 4.2%

7.3%

206 + 0.9% 17.8%



900 + 17.4% n.s.

524 + 98.5% 50.4%

127 - 1.9% 9.5%

95 + 5.1% 23.8%

333 + 4.4% 1.8%

>40 + 53.8% 7-8%

56 + 1.9% n.a.

99 + 1.8% 20.6%



53 + 21.8% 26.6%



(1) Results for the first quarter of 2025. (2) Annual results (as at 30 April 2025). (3) EBITDA margin is not significant because it is affected by seasonality effects. The results do not include the summer season, which has a significant impact on performance. (4) EBITDA margin is not significant, due to the seasonality of its activity.

The contribution of the investees in terms of the share of the results in the consolidated financial statements is always very positive, with only a few associated companies in contraction, albeit slightly. In the face of a Western world economy that continues to be characterised by modest growth in Europe and a gradual slowdown in the US, the objective level of excellence demonstrated by almost all of its investees, coupled with their sector differentiation, has ensured a very good balance of risk and reward for decades.



Amplifon S.p.A.

Listed on the Euronext Star Milan market of Borsa Italiana S.p.A.

TIP has a direct stake of 3.288% in Amplifon.

Amplifon is the world leader in the hearing care retail market, offering exclusive, innovative and customised products and services, with more than 10,000 points of sale in 26 countries and on all 5 continents.

In the first half of 2025, revenues grew slightly, amounting to 1,180.5 million euros, up 1.6% on the first half of 2024 at constant exchange rates, with adjusted EBITDA of 287.6 million euros, down slightly. Net financial debt at the end of June was 1,109.0 million, after disbursements for treasury shares (55.2 million) and dividends (65.3 million).



BasicNet S.p.A.

Listed on the Euronext Milan market of Borsa Italiana S.p.A.

TIP has a direct stake of 5.474% in BasicNet.

The BasicNet group operates in clothing, footwear and accessories for sport and leisure with the brands Kappa®, Robe di Kappa®, K-Way®, Superga®, Briko® Jesus® Jeans, Sabelt® and Sebago®, with a network of licensees in more than 130 countries.

The 2025 half-year results show consolidated turnover in line with the previous year at €172.6 million, including direct sales of 137.3 million and royalties from commercial and production licensees of 34.6 million. Aggregate sales amounted to 567.1 million with adjusted EBITDA of 15.1 million and a positive NFP of around 26.3 million at 30 June.



Investindesign S.p.A.

TIP has 50.69% of Investindesign S.p.A., which in turn has 48.003% of Dexelance S.p.A. and also has a 20% stake in a club deal with some major Italian family offices, called Club Design S.r.l., which holds 20% of Investindesign.

Dexelance (a diversified industrial group that is an Italian leader in design, lighting and high quality furniture), with TIP's entry into its capital, has embarked on a process of enhancing industrial and commercial operating excellence in these sectors, with a view to consolidating them at a strategic level and creating a high-end specialist aggregation cluster in these segments. Two further acquisitions, which are very significant, have been announced in recent months.

The Group's distinguishing feature is its desire to combine the uniqueness, entrepreneurship and creativity typical of many Italian companies operating in these sectors, with a unified and truly strategic vision and with integrated and synergistic business development policies to enable individual companies to face the ever-growing challenges imposed by globalisation and increasing competitiveness as effectively as possible. The combination of skills, specialisations and on-the-job talent, coupled with the high regard in which entrepreneurs-managers and the individual companies are held - all of which have a strong entrepreneurial spirit and desire to grow - make Dexelance unique not only in Italy, but internationally.

Dexelance includes 12 companies, with 14 of the most prestigious brands in their respective segments, a headcount of more than 800 and an export share of around 75% of turnover.

Dexelance achieved turnover of 154.8 million in the first half of the year, with adjusted Ebitda of

11.1 million. The low margins over the period were due, inter alia, to strategic decisions that generated substantial marketing costs and considerable expenses related to the organisational strengthening to support future growth. The net loss for the period of approximately 7.8 million, was also affected by goodwill impairment losses.

Net indebtedness to banks as at 30 June 2025 amounted to approximately 17 million euros. The net financial position amounted to 111.9 million euros, with 54.3 million euros of potential

disbursements relating to the earn-out and put option and 35.5 million euros relating to the effects of IFRS 16.



Elica S.p.A.

Listed on the Euronext Star Milan market of Borsa Italiana S.p.A.

TIP has a direct stake of 22.128% in Elica S.p.A.

Elica S.p.A. is one of the world's leading players in design, technology and high-end solutions in the field of ventilation, filtration and air purification, with a particular specialisation in kitchen hoods.

Revenues in the first half of 2025 recovered to 240 million euros. Normalised EBITDA was 14.9 million euros. The NFP at 30 June was 53.9 million euros.

In July, Elica signed an agreement to enter into a 28% investment (with the right to grow) in Steel Srl, an Italian company specialising in the production of range cookers and high-end outdoor solutions.



Hugo Boss AG

Listed on the Frankfurt Stock Exchange

TIP holds a direct stake of 1.534% in Hugo Boss A.G.

Hugo Boss AG is a global leader in the premium segment of medium-high and high-end clothing for men and women, with a diverse range of clothing, shoes and accessories. Hugo Boss products are also distributed through approximately 1,000 direct stores worldwide.

In the first half of 2025, revenues were about 2 billion, in line with the same period of the previous year, with an operating profit (EBIT) of 142 million.

The NFP at 30 June was negative by 240 million, not including the impact of IFRS 16.



Gruppo IPG Holding S.p.A.

TIP holds a 26.92% stake in the IPG Holding S.p.A. group, which in turn holds 23.999%, net of its treasury shares, of Interpump Group, the world leader in piston pumps, strength sockets, distributors and hydraulic systems.

Interpump Group closed the first six months of 2025 with revenues of 1,076.9 million and EBITDA of 249.5 million. The NFP at 30 June 2025 was (excluding put options) negative by 396.9 million.



Moncler S.p.A.

Listed on the Euronext Milan market of Borsa Italiana S.p.A.

TIP holds a direct stake of 0.746% in Moncler S.p.A.

Moncler is a global leader in the luxury clothing and accessories segment.

The first half of 2025 recorded revenues in line with the first six months of 2024 at 1.23 billion, with EBIT of 224.8 million; cash at 30 June 2025 was approximately 1 billion, after the payment of dividends of 345 million.



OVS S.p.A.

Listed on the Euronext Milan market of Borsa Italiana S.p.A.

TIP has a direct stake of 32.445% in OVS S.p.A..

OVS is a leader in Italy in women's, men's and children's clothing. It has over 2,000 stores in Italy and around 800 abroad, including directly operated stores (DOS) and franchising, with the brands OVS, Upim, Piombo, GAP, B-Angel, Hybrid, Les Copains, Stefanel, Altavia, Utopja, Nina Kendosa and others.

OVS S.p.A. closed the first three months of 2025/26 in April with net sales of 354 million, up compared with the first quarter of 2024. Adjusted EBITDA was 28.1 million, NFP as of 30 April 2025 was negative for 261.1 million, after purchases of treasury shares of 20.6 million and dividends of 7.8 million.

On 1 July 2025, OVS acquired 97% of Goldenpoint, a company specialising in underwear and beachwear, with 380 stores in Italy.



TXR S.r.l

TXR, wholly owned by TIP, holds a stake of 34.04% and 38.69% of the voting rights in Roche Bobois S.A., a company listed in compartment B of Euronext in Paris.

Roche Bobois has the world's largest chain of high-end furniture and design stores, with a network - direct or franchised - of around 350 stores (of which around 150 are direct) located in prestigious commercial areas, with a high-end presence in the most important cities in the world.

Roche Bobois generated revenues of 206.2 million during the half-year, up compared with the same period of the previous year, with EBITDA of 36.7 million and cash at the end of the half-year of

17.8 million.



ITH S.p.A.

TIP has a 21.09% stake in ITH S.p.A., the majority shareholder in Sesa S.p.A., a company listed on

the STAR segment of Borsa Italiana.

Sesa is a leader in Italy - but also has a strong and growing presence elsewhere - in high added value IT solutions and services with a strong innovative content for the business sector. It has developed solutions to meet the demand for digital transformation in medium-sized companies, as well as in cybersecurity, the cloud, digital platforms and data science/AI.

Sesa closed the year 2024/25 (the annual financial statements close on 30 April) with growth, with revenues of 3.357 billion and EBITDA of 240.7 million. NFP is positive for 158.4 million and will allow investment and acquisitions to continue.



Asset Italia S.p.A.

TIP holds 20% of Asset Italia, as well as shares related to specific investments, made through subsidiaries Asset Italia 1 S.r.l. and Asset Italia 3 S.r.l., in which it participates and to which it provides support in the identification, selection, valuation and implementation of investment projects.

As at 30 June 2025, Asset Italia held, through Asset Italia 1 and Asset Italia 3, shares in:



Alpitour S.p.A.

At 30 June 2025, before the physical execution of transfers of shares relating to the exercise of the pre-emption right, TIP had an equity interest in Alpitour (for transparency on a fully diluted basis) of approximately 21.1% through investment in Asset Italia 1. TIP held 36.2% of the shares related to Asset Italia 1 and Asset Italia 1 held both 49.9% of Alpiholding S.r.l., which in turn held 40.90% (43.14% on a fully diluted basis) of the capital of Alpitour S.p.A. and a direct equity investment in Alpitour S.p.A. of 35.18% (37.11% on a fully diluted basis).

Alpitour is the undisputed leader in the tourism sector in Italy, thanks to an absolutely unique IT platform and a strong presence in the tour operating (off-line and online), aviation, hotels, travel agencies and incoming segments. This is a combination - unique in Italy - of autonomous and independent yet complementary businesses that have an opportunity to achieve synergies that can have significant effects on the Group's growth and profitability, due to the scalability of its business model. The Group's leadership has been strengthened thanks to continued investment in IT, hotels, many of which are five-star, and aircraft; today it has approximately 1 million travellers in more than 100 destinations, a fleet of 18 aircraft and a collection of 28 luxury hotels and resorts (including 20 in Italy and 8 abroad).

Alpitour closed the first half of 2024/2025 with consolidated revenues of 899.8 million, up by more than 17%, further consolidating the growth trend of recent years. EBITDA (also before IFRS 16) was positive despite the low seasonality of the business in the period.

Net financial debt as of 30 April 2025, without considering the effect of certain financial items and the significant value of numerous surplus assets, amounted to 297 million (pre-IFRS 16), a

significant improvement compared with the previous year.



Limonta S.p.A.

TIP has 12.94% of Limonta (on a fully diluted basis), through Asset Italia 3. In fact, TIP holds 51.77% of the shares related to Asset Italia 3, which has 25% of the capital of Limonta.

Limonta is a European leader at the high end of the textile sector. It has a complete textile supply chain, with resin, coating, coagulation and printing technologies, with a particular focus on the development of sustainable products, which make it unique internationally. It has now become a strategic partner of many large international fashion and luxury goods houses.



Limonta Group closed the first half of 2025 with consolidated revenues of 99.1 million, with EBITDA of 20.4 million and available cash of approximately 97.2 million.

Azimut|Benetti S.p.A.

TIP has a direct stake of 8.09% in Azimut|Benetti.

Azimut|Benetti S.p.A. is unquestionably one of the world's most prestigious builders of yachts and mega yachts. For 25 years, it has held first place in the Global Order Book, the ranking of the major builders in the global marine industry of yachts and mega yachts over 24 metres. It operates at six production sites and has one of the most extensive sales networks in the world.

At 31 August 2025, the closing date of the financial year, revenues are expected to be 1.5 billion, up 15% on the previous year, with growing profitability and a very positive NFP, in the order of the many hundreds of millions. The order backlog was 2.5 billion.



Beta Utensili S.p.A.

TIP has a direct stake of 48.99% in Beta.

Beta Utensili is the Italian leader in the high-quality tool sector and represents manufacturing excellence in the professional tool sector, with ten production plants in Italy.

Beta closed the first half of 2025 with revenues of 126.9 million, adjusted EBITDA of around 12 million and a negative net financial position of around 93.9 million.



Sant'Agata S.p.A. - Chiorino group

TIP holds a 20% stake in Sant'Agata S.p.A., which controls 100% of the Chiorino group.

The Chiorino group is a world leader in the production and distribution of process and conveyor belts for various industrial applications, including food, packaging, paper, printing, logistics,

airports, textiles and many more.

In the first half of 2025, Chiorino achieved consolidated revenues of 95.2 million euros, with EBITDA of 22.6 million and cash of approximately 30 million.



Stock market listing remains a priority in the near future.

Clubitaly S.p.A.

Clubitaly S.p.A. owns 17.67% of Eataly S.p.A., one of Italy's leading global food retail companies in both distribution and catering. TIP holds 43.43% of Clubitaly.

Eataly is present in Italy, France, Germany, the United States, Canada, the UK, the Middle East and the Far East and is implementing a significant new store opening plan, in various formats, in some of the world's leading cities, through both directly operated stores and franchising.

Consolidated revenues for the first half of 2025 were 333 million, with a further improvement in margins. The net financial position at 30 June was approximately 165 million.



Overlord S.p.A.

TIP has a 40.12% stake in Overlord, which in turn owns 4.57% of Centurion Newco S.p.A., parent company of the Engineering group. Engineering is a digital transformation company, a leader in Italy and constantly expanding worldwide, with approximately 15,000 employees and over 70 offices distributed across Europe, the United States and South America.

Its revenues of 831.5 million and adjusted EBITDA of 120.3 million at 30 June 2025 were in line with the figures for the first half of 2024.



Apoteca Natura Investment S.p.A.

TIP owns 28.57% of Apoteca Natura Investment S.p.A., which has a stake of 96.3% in Apoteca Natura.

Apoteca Natura was established with the aim of developing a network of independent affiliated pharmacies focused on providing personal services and promoting on the market a way of doing pharmacy for conscious health, in line with the historical philosophy of the Mercati family, which is a founder of the ABOCA group and still a majority shareholder.

Apoteca Natura has a network of affiliations composed of around 1,400 independent pharmacies in Italy, France, Spain and Portugal, with total turnover of around 2 billion, and is the owner and operator, together with the Municipality of Florence, of 22 municipal pharmacies in Florence. It

also owns another 19 pharmacies in Italy, acquired during 2024 and 2025.

In line with the IPO plan, more than 80 pharmacists have become shareholders of Apoteca Natura, with a total stake of close to 4%.



The preliminary data for the half-year show pro forma consolidated revenues of more than 40 million euros, up strongly. Consolidated pro-forma EBITDA is estimated at 7/8% of revenues and cash is approximately 4 million euros as at 30 June.

Lio Factory

TIP has 10% of LIO Factory, an alternative investment platform. Lio Factory mainly invests in three areas:

  • Luxury real estate;

  • Special opportunities;

  • Infrastructure (including data centre development).



Lio reported earnings of around 3.4 million for the half-year.

Mulan Holding S.p.A.

TIP holds 30.24% of Mulan Holding S.p.A., which has a stake of 85% in Mulan Group S.r.l.

The Mulan group is the leading Italian player in the production and distribution of fresh and frozen Asian ready meals. It operates in more than 8,000 retail stores in Italy and Europe.



The company closed the first half of 2025 with revenues of 8.5 million, up on 2024, with adjusted EBITDA of approximately 2.7 million and cash and cash of approximately 7.6 million.

Simbiosi S.r.l.

TIP holds 28.25% of Simbiosi S.r.l.

Simbiosi develops technologies, solutions and patents that can be used in applications aimed at saving natural resources (air, land, water and materials) and energy, having developed know-how and skills to maximise the intelligent use of resources, mainly agri-food, and to use them to reduce the quantities of CO2 emitted, recovering resources from waste, to produce energy from innovative renewable resources and to combat climate imbalances.

During the first half of 2025, Symbiosi achieved a value of production of approximately 6.4 million,

with EBITDA of 0.6 million, but more than anything else it further increased the back-log. The NFP at 30 June 2025 was again positive.



Vianova S.p.A.

TIP holds 17.04% of Vianova S.p.A.

Vianova is an ICT operator that offers premium services dedicated to businesses, including telecommunications solutions, unified communication & collaboration proprietary solutions and cloud and cybersecurity services. In 2024 - thanks to the acceleration of the external growth strategy and with the aim of increasing its customer base and favouring synergies from up/cross-selling -Vianova added to its ICT services "factory" a go-to-market captive made up of system integrators.

The results for the first half of 2025 show revenues of 53.1 million, with significant growth and EBITDA of 14.1 million. The NFP is slightly negative.

Given the strategic objective of continuing to bring together viable companies and entrepreneurs in the sector, a number of strategic options are being assessed, including a stock market listing.

StarTIP

Tamburi Investment Partners S.p.A.

StarTIP S.r.l.

StarTIP is a wholly owned subsidiary of TIP and has holdings in the digital and innovation sectors, including: Alimentiamoci., Bending Spoons, Buzzoole, Joivy, Heroes, Talent Garden, Telesia and Zest.

StarTIP

Tamburi Investment Partners S.p.A.

Main companies of Startip

  • Startup incubator

  • > 250 startups

  • 3 investment vehicles

  • 6 acceleration programs

  • > 80 corporates involved

  • 40 professionals

  • Co-learning

  • 35 mln sales

  • First investment in 2015

  • Co-living

  • 116 mln sales

  • First investment in 2021

  • 200k guests (coliving, vacation, student housing)

  • 50 destinations

  • 2bn market value of asset under management

  • App developer

  • 622 mln sales

  • First investment in 2019

  • Acquisition, integration and improvement of more than 40 digital businesses





Bending Spoons S.p.A.

StarTIP holds 3.2% of Bending Spoons S.p.A.

Bending Spoons is one of the world's leading players in the management of mobile apps. The first half of 2025 closed with revenues of approximately 524 million, adjusted EBITDA of approximately 264 million and NFP of 1.1 billion.



DV Holding S.p.A.

TIP holds 21.69% of DV Holding S.p.A., which controls Joivy.

Joivy is the leading co-living platform in Europe, with a presence in seven countries.

In the first half of 2025, Group revenues were 56.2 million, slightly up on the previous year. The NFP was 16.4 million.



Zest S.p.A.

Listed on the Euronext Milan market of Borsa Italiana S.p.A.

StarTIP holds 13.708% of Zest S.p.A.

As a result of the merger between Digital Magics S.p.A., Italy's leading incubator and accelerator of innovative digital and non-digital start-ups, and Zest S.p.A. (formerly LVenture Group S.p.A.), an Early Stage Venture Capital operator investing in digital start-ups with high growth potential, listed on the Euronext Milan market, Italy's leading investor in start-ups and open innovation was created. StarTIP is the single largest shareholder of Zest S.p.A.



Itaca Equity Holding S.p.A. / Itaca Equity S.r.l.

TIP holds 29.32% of Itaca Equity Holding S.p.A. and 40% of Itaca Equity S.r.l.

Ithaca invested in Landi Renzo in 2022, through Ithaca gas, which in turn holds 49.15% of GBD S.p.A., parent company of Landi Renzo S.p.A.



The total investment amounted to approximately 46 million, of which approximately 11.5 million was provided by TIP.

Landi Renzo S.p.A.

Landi Renzo is one of the world's leading groups in automotive fuel systems using alternative sources and gas compression systems.

On 7 August 2025, the Board of Directors of Landi Renzo S.p.A. filed an application for access to the business crisis negotiated settlement (the composizione negoziata della crisi d'impresa or "CNC"). The measure, aimed at (i) safeguarding business continuity, (ii) overcoming the situation of temporary and transitional financial tension through orderly debt negotiation with the aim of ensuring business continuity and (iii) pursuing profitable corporate management and preserving business value for the benefit of all stakeholders, concerns Landi Renzo and the subsidiary Metatron.

Although the Board of Directors of Landi Renzo did not approve the financial statements at 31 December 2024, it examined the unaudited preliminary consolidated results at 30 June 2025, prepared in accordance with international accounting standards (IAS/IFRS). Consolidated revenues came in at 129.2 million (including 84.7 million relating to the Green Transportation sector and 44.5 million relating to the Clean Tech Solutions sector), adjusted EBITDA was 2.6 million and NFP was 104 million.

Other associated companies

TIP also holds:

  • a 29.97% stake in Gatti & Co. GmbH, a financial boutique based in Frankfurt (Germany), mainly active in cross-border M&A transactions between Germany and Italy;

  • a 30.00% interest in Palazzari & Turries Ltd, a financial boutique based in Hong Kong that has been assisting Italian companies with establishment, joint venture and extraordinary finance operations in China for years.

Other equity investments and financial instruments

In addition to the investments listed above, TIP has subscribed to bonds and holds shares in other listed and unlisted companies.

significant events after 30 June 2025

The physical execution of the transfers of quotas and shares related to the Alpitour transaction was executed on 31 July. The total price was 224.1 million for 36.69% of Alpitour. The operation - and all future financial and operating expenses over a period of three years - were financed through contributions by the related shareholders of Asset Italia for approximately 120 million, 115 million from bank loans maturing on 31 July 2028 and for approximately 10 million from the sale of a 1.64% stake in Alpitour. In September, the capital increases in Asset Italia and Asset Italia 1 were finalised through the conversion of the contributions received from shareholders.

In the context of the recent investment in Asset Italia S.p.A., its shareholders, including TIP, have resolved to definitively eliminate the possibility of integration between Asset Italia and TIP and to proceed with the most appropriate technical procedures to define a process after which the shareholders of Asset Italia will become direct or indirect shareholders of companies dedicated respectively to investments in Alpitour and Limonta.

In July, 7.8 million in dividends was received from associated companies.

Purchases of treasury shares and shares in Elica, Roche Bobois and Dexelance continued, as did the usual active liquidity management.

In July, TAG approved a capital increase of 6.5 million, which was subscribed pro rata by StarTIP, which also indicated its willingness to subscribe to any unsubscribed shares.

In August, Eataly approved a capital increase of 75 million euros, with half to be paid out by 30 November and the other half by 30 June 2026. The operation, which was unanimously approved by the shareholders' meeting, is intended to support the consolidation of Eataly's position and support the development plans with both the new Eataly Caffè format and in new channels to reach new customers.

In September the investee company Bending Spoons announced the acquisition of the video sharing platform "Vimeo", a Nasdaq-listed company, for 1.38 billion dollars. The transaction is expected to close in the fourth quarter of 2025 and is another demonstration of Bending Spoons' ambitious development plan also at an international level.

Outlook

As reported on several occasions, most of TIP's investee companies saw their revenues grow during the half-year. Given the general slowdown in Western economies, this bodes well for the near and not-so-near future.

Furthermore, orders for some of the subsidiaries indicate a slight recovery after an unusually prolonged period of decline. The hope is that this trend is not linked to stockpiling in anticipation of the negative effects of the tariffs imposed by the US administration.

In recent days, the International Monetary Fund raised its global GDP growth forecast for 2025 to 3.0%, after lowering it to 2.8% a few months ago. We also view this as a positive sign, and in fact, the Chinese economy recently confirmed that it will maintain its growth trajectory above 5%, while India's economy remains above 7%. Asia therefore continues to be the main global driver, more than offsetting the gradual decline in growth in the United States, which is now characterised by a significant loss of domestic consumer confidence, an alarming decline in jobs and reduced international credibility, the effects of which on exchange rates and interest rates are already evident. The recent 5% level touched by the 30-year US bond and the persistence of the 10-year bond between 4.2% and 4.7% are clear signs of the US administration's increasing difficulty in lowering the effective cost of borrowing, and even the now possible rate cut expected in the coming weeks is unlikely to change the overall picture of bond market relations.

Europe is therefore becoming more attractive to investors and, in fact, the reduced flows to North America, which for at least three years seemed to be the preferred and inevitable destination for all liquidity allocations, are beginning to arrive here, partly because the US dollar is expected to weaken further and US inflation is growing despite all the rest.

Some early signs of these inflows can be seen in the stock market prices of some European mid-caps, including some TIP investees, but in these situations September is often an interesting watershed, so in the coming weeks we will be able to understand the level of structurality and the real size of these inflows. By now TIP shares do not seem to be attracting much attention, but we remain confident that their underlying strength, excellent risk/return balance and, above all, their

uniqueness among Italy's top companies, will attract the kind of forward-looking international investors who have given us - and enjoyed - great satisfaction over the years.

In this context, the recent summit in China should be seen as a significant shift in the economic, as well as political, centre of gravity of everyone's attention, precisely because growth and development will increasingly be driven by these countries and the excessive focus of everyone, mainly on the Atlantic front, in recent months will probably have to be scaled back. Or at least evaluated with due attention, not least because our companies are likely to achieve their most interesting increases in turnover in the coming years in Asia.

In conclusion, what we are certain is that the fundamental part of our activity, i.e. the investments made, is excellent, consisting of strong companies, leaders in their respective sectors and almost all of which are projected abroad in terms of both production and output. All of them have low levels of debt; indeed, many have liquid financial positions and are in any case very dynamic and are therefore able to capitalize on the significant opportunities that the near future may offer, in Asia too.

We therefore continue to look with great interest at strategic and synergistic acquisitions as 'add-ons' for almost all of our investee companies, which are increasingly targeted by offers from private equity firms struggling to divest and companies with weak capital structures, while as TIP we continue to observe the many purchase proposals that arrive, but we remain still cautious due to the persistence of valuation claims that, in our opinion, do not adequately incorporate the prospects that we consider logical.

As we have reported on several occasions, we continue to believe in an imminent rediscovery of new stock market listings, probably from 2026 onwards, as an intelligent way, also in strategic terms, for many of our investee companies.

Research and development

The company did not incur any research and development costs during the year.

Related party transactions

Related party transactions are detailed in note 34.

Main risks and uncertainties

For the main risks and uncertainties faced by the Group, see note 31.

Treasury shares

As at 30 June 2025, the Company held 20,808,307 treasury shares, representing 11.286% of the share capital. As of 10 September 2025, they amounted to 21,172,601, representing 11.483% of the capital.

Milan, 11 September 2025

On behalf of the Board of Directors Executive Chairperson

Giovanni Tamburi

Consolidated income statement Tamburi Investment Partners Group (1)

Of which related

Of which related

(in euros)

30 June 2025

parties

30 June 2024

parties

Note

Revenues from sales and services

703,250

419,250

749,276

604,250

4

Other revenues

27,500

29,399

Total revenues

730,750

778,675

Purchases, service and other costs

(1,452,512)

40,651

(1,679,736)

40,309

5

Personnel expenses

(11,658,097)

(10,536,316)

6

Amortisation, depreciation & write-downs

(212,098)

(208,329)

Operating profit/(loss)

(12,591,957)

(11,645,706)

Financial income

10,518,407

11,232

9,670,408

7

Financial expenses

Share of profit/(loss) of associated companies measured under the equity method

(9,710,714)

64,423,382

(6,087,139)

20,930,756

7

8

Profit/(loss) before taxes

52,639,118

12,868,319

Current and deferred taxes

(624,209)

443,279

9

Profit for the period

52,014,909

13,311,598

Profit/(loss) for the period attributable

to shareholders of the parent

57,320,674

13,426,742

Profit/(loss) for the period attributable

to minority interests

(5,305,765)

(115,144)

Basic earnings per share

0.32

0.08

23

Diluted earnings per share

0.32

0.08

23

Number of shares in circulation

163,570,994

165,505,679

(1) The income statement as at 30 June 2025 (as at 30 June 2024) is prepared according to IFRS and therefore does not include capital gains realised during the period on equity investments and shares directly transferred to shareholders' equity of 3.3 million euros and impairment losses on equity investments of approximately

8.4 million, recorded as equity changes in fair value. In the Directors' Report (page 5), the pro-forma income statement is presented, drawn up considering realised capital gains and losses and write-downs on investments in equity, reporting a net profit for the period of approximately 46.9 million.

Consolidated comprehensive income statement Tamburi Investment Partners Group

(in euros)

30 June 2025

30 June 2024

Note

Profit for the period

52,014,909

13,311,598

Other comprehensive income items

Income through P&L

Increases/(decrease) in associated companies

22

measured under the equity method

(12,808,880)

(586,516)

Unrealised profit/(loss)

(12,985,705)

(568,913)

Tax effect

176,825

(17,603)

Increases/(decreases) in the value of current financial assets measured at FVOCI

218,603

451,141

Unrealised profit/(loss)

218,603

451,141

Tax effect

0

0

Income not through P&L

22

Increases/(decreases) in investments measured at FVOCI

(34,536,459)

4,219,525

Profit/(Loss)

(34,820,685)

4,653,532

Tax effect

284,226

(434,007)

Increases/(decrease) in associated companies measured under the equity method

0

0

Profit/(Loss)

0

0

Tax effect

0

0

Other components

10,454

2,192

Total other comprehensive income items

(47,116,282)

4,086,342

Total comprehensive income for the period

4,898,627

17,397,940

Comprehensive income for the period

attributable to shareholders of the parent

10,291,010

17,400,199

Comprehensive income for the period

attributable to minority interests

(5,392,383)

(2,259)

Consolidated Statement of Financial Position Tamburi Investment Partners Group

Of which

Of which

(in euros)

30 June 2025

related

parties

31 December

2024

related

parties

Note

Non-current assets

Property, plant and equipment

114,793

128,206

Rights of use

1,485,473

1,661,372

Goodwill

9,806,574

9,806,574

10

Other intangible assets

49,502

32,672

Investments measured at FVOCI

735,408,790

774,576,194

11

Associated companies measured under the equity

method

1,135,352,707

1,099,505,934

12

Financial receivables measured at amortised cost

2,463,624

5,222,318

13

Financial assets measured at FVTPL

0

2,312,192

14

Tax receivables

546,683

393,442

20

Total non-current assets

1,885,228,146

1,893,638,904

Current assets

Trade receivables

497,218

340,778

288,552

206,776

15

Current financial receivables measured at

amortised cost

17,871,413

2,589,374

16

Derivative instruments

2,203,790

2,958,190

17

Current financial assets measured at FVOCI

28,155,902

27,575,366

18

Current financial assets measured at FVTPL

2,312,192

0

14

Cash and cash equivalents

66,830,563

3,588,913

19

Tax receivables

186,887

169,645

20

Other current assets

405,721

272,417

Total current assets

118,463,686

37,442,457

Total assets

2,003,691,832

1,931,081,361

Equity

Share capital

95,877,237

95,877,237

21

Reserves

497,991,104

558,439,674

22

Retained earnings/(accumulated losses)

702,803,627

690,662,307

Result for the period attributable to shareholders

of the parent

57,320,674

38,228,267

23

Total equity attributable to shareholders of

the parent

1,353,992,642

1,383,207,485

Equity attributable to minority interests

66,029,647

71,587,472

Total equity

1,420,022,289

1,454,794,957

Non-current liabilities

Post-employment benefits

368,736

361,123

24

Financial liabilities for leasing

1,368,857

1,368,857

Non-current financial liabilities

450,620,424

318,255,675

25

Deferred tax liabilities

4,781,657

4,672,098

26

Total non-current liabilities

457,139,674

324,657,753

Current liabilities

Trade payables

624,143

40,651

427,500

41,786

Current financial liabilities for leasing

175,548

356,431

Current financial liabilities

118,595,745

138,841,866

27

Tax payables

113,144

76,505

28

Other liabilities

7,021,289

11,926,349

29

Total current liabilities

126,529,869

151,628,651

Total liabilities

583,669,543

476,286,404

Total equity and liabilities

2,003,691,832

1,931,081,361

TAMBURI INVESTMENT PARTNERS GROUP

Consolidated statement of changes in equity

in euro

Share capital

Reserve premium share

Legal Reserve

FVOCI reserve without reversal

to income statement

OCI reserve with reversal

to income statement

Reserve share reserve

Other reserves

IFRS

business combination

reserve

Merger surplus

Retained earnings

Result of the period attributable to shareholders of

parent

Equity attributable

to shareholders of

parent

Equity attributable

to minorities

Result of the period attributable

to minorities

Total Equity

At 31 December 2023 consolidated

95,877,237

265,996,418

19,175,447

418,110,265

3,874,216

(122,099,826)

(5,871,728)

(483,655)

5,060,152

606,287,894

85,268,519

1,371,194,940

64,005,858

4,627,846

1,439,828,643

Change in fair value of investments

measured at FVOCI

4,219,525

4,219,525

4,219,525

Change in associated companies measured under the equity method

(699,401)

(699,401)

112,885

(586,516)

Change in fair value of current financial assets measured at FVOCI

451,141

451,141

451,141

Employee benefits

2,192

2,192

2,192

Total income and expenses recognised directly in equity

4,219,525

(248,260)

2,192

3,973,457

112,885

4,086,342

Profit/(loss) of the period

13,426,742

13,426,742

(115,144)

13,311,598

Total comprehensive income

4,219,525

(248,260)

13,426,742

17,400,199

112,885

(115,144)

17,397,940

Reversal of FVOCI reserve due to capital gain realised

(21,373,443)

21,373,443

0

0

Change in reserves of associated companies measured under the equity method

(560,202)

(560,202)

(69,125)

(629,327)

Change in other reserves

(4)

(4)

(4)

Dividends distribution

(24,825,852)

(24,825,852)

(24,825,852)

Allocation profit 2023

85,268,519

(85,268,519)

0

4,627,846

(4,627,846)

0

Allocation of Units related to performance shares

3,126,768

3,126,768

3,126,768

Acquisition of treasury shares

(4,859,038)

(4,859,038)

(4,859,038)

Assignment of treasury shares due to the exercise of units related to performance shares

(1,043,179)

2,192,179

(1,149,000)

0

0

At 30 June 2024 consolidated

95,877,237

264,953,239

19,175,447

400,956,347

3,625,956

(124,766,685)

(4,451,975)

(483,655)

5,060,152

688,104,005

13,426,742

1,361,476,810

68,677,465

(115,144)

1,430,039,131

Share

capital

Reserve

premium share

Legal

reserve

FVOCI reserve

without reversal to income statement

OCI reserve

with reversal to income statement

Reserve

share reserve

Other

reserves

IFRS

business combination

reserve

Merger

surplus

Retained

earnings

Result

of the period attributable to shareholders of

parent

Equity

attributable

to shareholders of

parent

Equity

attributable

to minorities

Result

of the period attributable

to minorities

Total Equity

At 31 December 2024 consolidated

95,877,237

264,953,239

19,175,447

408,507,109

3,182,008

(131,358,694)

(10,595,931)

(483,655)

5,060,152

690,662,307

38,228,267

1,383,207,485

68,469,259

3,118,212

1,454,794,957

Change in fair value of investments

measured at FVOCI

(34,536,459)

(34,536,459)

(34,536,459)

Change in associated companies measured under the equity method

(12,722,262)

(12,722,262)

(86,618)

(12,808,880)

Change in fair value of current financial assets measured at FVOCI

218,603

218,603

218,603

Employee benefits

10,454

10,454

10,454

Total income and expenses recognised directly in equity

(34,536,459)

(12,503,659)

10,454

(47,029,664)

(86,618)

(47,116,282)

Profit/(loss) of the period

57,320,674

57,320,674

(5,305,765)

52,014,909

Total comprehensive income

(34,536,459)

(12,503,659)

57,320,674

10,291,010

(86,618)

(5,305,765)

4,898,627

Reversal of FVOCI reserve due to capital gain realised

(101,264)

101,264

0

0

Change in reserves of associated companies measured under the equity method

(4,247,267)

(4,247,267)

(165,441)

(4,412,708)

Change in other reserves

0

0

Dividends distribution

(26,188,211)

(26,188,211)

(26,188,211)

Allocation profit 2024

38,228,267

(38,228,267)

0

3,118,212

(3,118,212)

0

Allocation of units related to performance shares

3,709,200

3,709,200

3,709,200

Exercise of Stock Options

(584,683)

1,008,958

(243,375)

180,900

180,900

Acquisition of treasury shares

(12,960,476)

(12,960,476)

(12,960,476)

Assignment of treasury shares due to the exercise of units related to performance shares

3,515,973

2,229,839

(5,745,812)

(0)

(0)

At 30 June 2025 consolidated

95,877,237

267,884,529

19,175,447

373,869,386

(9,321,651)

(141,080,373)

(17,112,731)

(483,655)

5,060,152

702,803,627

57,320,674

1,353,992,642

71,335,412

(5,305,765)

1,420,022,289

Page 25

Consolidated cash flow statement Tamburi Investment Partners Group

euro/thousands

30 June 2025

30 June 2024

A.-

INITIAL NET CASH BALANCES

(39,167)

(29,125)

B.-

CASH FLOW FROM OPERATING ACTIVITIES

Profit for the period

52,015

13,312

Amortisation

212

208

Share of profit/(loss) of associated companies measured under

the equity method

(64,423)

(20,931)

Financial income and charges

767

193

Change in "employee benefits"

18

19

Charges for performance shares

3,709

3,127

Interest on loans and bonds

8,125

5,386

Change in deferred tax assets and liabilities

624

(513)

1,047

801

Decrease/(increase) in trade receivables

(209)

33

Decrease/(increase) in other current assets

(134)

(88)

Decrease/(increase) in tax receivables

(170)

(153)

Decrease/(increase) in financial receivables, FVTPL financial

assets and derivatives

(12,523)

6,334

Decrease/(increase) in other negotiable securities

(362)

(236,110)

(Decrease)/increase in trade payables

197

480

(Decrease)/increase in taxes payable

37

46

(Decrease)/increase in other current liabilities

(4,905)

(19,090)

Cash flow from (for) operating activities

(17,022)

(247,747)

C.-

CASH FLOW FROM

INVESTMENT IN FIXED ASSETS

Tangible and intangible assets

Investments/divestments

(40)

(276)

Financial assets

Investments

(1,186)

(7,523)

Divestments

16,657

50,564

Cash flow from (for) investment

15,431

42,765

euro/thousands

30 June 2025

30 June 2024

D.-

CASH FLOW FROM

FINANCING ACTIVITIES

Loans

New loans

136,925

314,301

Repayment of loans/bonds

(19,207)

(34,071)

Interest paid on loans and bonds

(15,281)

(831)

Share

Capital increase and paid-in capital

0

0

Change due to purchase/sale of treasury shares

(12,780)

(4,859)

Payment of dividends

(26,188)

(24,826)

Cash flow from (for) financing

63,469

249,714

E.-

CASH FLOW FOR THE PERIOD

61,878

44,732

F.-

NET FINAL CASH BALANCES

22,711

15,607

The final net cash balances are as follows:

Cash and cash equivalents

66,831

15,889

Payables to banks due within one year

(44,120)

(282)

Net final cash balances

22,711

15,607

Explanatory notes to the condensed consolidated half-year financial statements as at 30 June 2025
  1. Group activities

    The TIP Group is an independent, diversified industrial group focused on medium/large-sized Italian companies. In particular, it carries out the following activities:

    1. investment as an active shareholder in companies (listed and not) representing "excellence" in their respective sectors of reference and, as part of the StarTIP project, in start-ups and innovative companies;

    2. investment - through Itaca Equity Holding - in the risk capital and similar forms, in companies undergoing temporary financial difficulties that are in need of strategic and organisational reorientation;

    3. advisory work in extraordinary finance transactions, particularly acquisitions and disposals, through the Tamburi & Associati (T&A) division.

  2. Accounting standards

The parent company, TIP, has been incorporated under the laws of Italy as a limited liability company and with registered office in Italy.

The company was listed in November 2005, and on 20 December 2010 Borsa Italiana S.p.A. assigned the STAR classification to ordinary TIP shares.

The condensed consolidated half-year financial report as at 30 June 2025 was approved by the Board of Directors on 11 September 2025.

The condensed consolidated half-year financial statements at 30 June 2025 have been prepared on a going concern basis and in accordance with the valuation criteria established by the International Financial Reporting Standards and the International Accounting Standards (hereinafter the "IFRS", "IAS" or international accounting standards) issued by the International Accounting Standards Board (IASB) and the relevant interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and adopted by the European Commission by Regulation No. 1725/2003, as amended, in accordance with Regulation No. 1606/2002 of the European Parliament and, in particular the condensed consolidated half-year financial statements are compliant with IAS 34 international accounting standard.

The condensed consolidated half-year financial statements consist of the income statement, the comprehensive income statement, the statement of financial position, the statement of changes in equity, the cash flow statement and the explanatory notes, and are accompanied by the Interim Director's Report. The financial statements have been prepared in Euro, without decimal amounts.

The accounting statements were prepared in accordance with IAS 1, while the explanatory notes were compiled in condensed form, applying the option provided for in IAS 34 and therefore do not include all the information required for the annual financial statements prepared in accordance with IFRS.

The accounting standards and measurement criteria used to prepare this consolidated financial report are as described in the consolidated financial statements at 31 December 2024, except for those adopted from 1 January 2025 and described below, the application of which did not have significant effects.

Data from the income statement, the comprehensive income statement, the consolidated cash flow statement as at 30 June 2024 and the statement of financial position as at 31 December 2024 have been used for comparative purposes.

During the half-year, no exceptional cases arose that would have required recourse to the exceptions provided for in IAS 1.

The preparation of the condensed consolidated half-year financial statements requires the formulation of assessments, estimates and assumptions that affect the application of accounting policies and the value of assets, liabilities, costs and revenue recognised in the financial statements. These estimates and their underlying assumptions are based on past experience and on other factors that are deemed reasonable in each case. However, it should be noted that, since they are estimates, the results obtained will not necessarily be the same as the results indicated here. Estimates are used to recognise provisions for credit risks, fair value measurements of financial instruments, impairment tests, leases, employee benefits and taxes.

New accounting standards New standards, amendments to existing standards and interpretations effective for periods beginning on or after 1 January 2025.

At the date of this document, the competent bodies of the European Union have completed the approval process for the adoption of the amendments and standards described below.

  • On 15 August 2023, the IASB issued an amendment to IAS 21 - Lack of Exchangeability. The document aims to clarify when a currency is exchangeable for another currency, and how to estimate the spot exchange rate of a currency if there is no exchangeability. The amendments are to enter into force for financial years beginning on or after 1 January 2025. The document has been approved for adoption in the European Union and will enter into force on 1 January 2025.

    The adoption of these amendments has not had direct significant effects on TIP.

    New standards, amendments to existing standards and interpretations effective for periods starting on or after 1 January 2026 not yet adopted by the Group
  • On 30 May 2024, the IASB published an amendment to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures. The same: - provides clarifications on how to apply the SPPI test to financial assets whose contractual flows may change according to a potential event (e.g. ESG objectives); - regulates the derecognition of financial liabilities settled in cash through an electronic payment system; - imposes new disclosure requirements for investments in equity instruments measured at FVTOCI and financial assets and liabilities not measured at FVTPL with contractual flows that vary

    according to potential events. The amendments take effect for financial years beginning on or after 1 January 2026, and early application of all amendments or only those relating to the evaluation of contractual cash flow characteristics (the "SPPI test") is permitted. The document has been approved for adoption in the European Union and will enter into force on 1 January 2026.

  • On 18 May 2024, the IASB published an amendment to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures. The amendment provides clarifications on nature-dependent electricity contracts, to enable entities to represent nature-dependent electricity contracts more adequately in their financial statements, through:

    • the application, under certain conditions, of the own use exemption;

    • the possibility of applying hedge accounting;

    • the introduction of new disclosure obligations to enable investors to understand

      the impact of such contracts on the entity's economic performance and cash flows. The document has been approved for adoption in the European Union and application is envisaged for financial statements for financial years starting on or after 1 January 2026, with early application permitted. In addition, transitional provisions establish that for the own-use exemption, application is retrospective, based on facts existing at the date of first application, which may not coincide with the start of the year. The redetermination of comparative periods is not required, unless it is possible without using subsequent information.

      For hedge accounting, the new rules apply only prospectively to new hedging relationships. Existing relationships can be terminated if the same instrument is designated in a new hedge.

  • On 9 April 2024, the IASB published an amendment to IFRS 18 entitled "Presentation and Disclosure in Financial Statements" in order to provide a new way of presenting economic results. It also introduces the obligation to provide certain performance measurement indicators ("management performance measures" or "MPM") in the financial statements. Application will be retroactive to financial statements for financial years beginning on or after 1 January 2027, and early application is permitted. The document is in the process of being approved by the EU.

  • On 9 May 2024, the IASB published IFRS 19 - Subsidiaries without Public Accountability: Disclosures, in order to simplify the preparation of financial statements by reducing the disclosures to be provided in the notes. Application will take place as of the financial statements for financial years beginning on or after 1 January 2027, and early application is permitted. It has yet to be decided whether the new standard will be endorsed by the European Union as applicable only to entities without 'public accountability' that are based in countries that have been granted the option to apply IFRS for the preparation of consolidated and separate financial statements.

  • In July 2024, the IASB published "Annual Improvements - Volume 11", which introduces minor amendments to IAS 7 and IFRSs 1, 7, 9 and 10, in order to improve the clarity, consistency and practical application of the standards. The main amendments include: the resolution of a conflict between IFRS 9 and IFRS 15 on the measurement of trade receivables, clarifications on the treatment of lease liabilities, updates for the transparency of cash flows and simplifications for first-time adopters of IFRS 1. The amendments enter

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