24A Consolidated financial statements and TPS S.p.A. financial statements 2024

TPS GROUP CONSOLIDATED FINANCIAL STATEMENTS AND TPS S.P.A. FINANCIAL STATEMENTS

CONTENTS

Contents

page

CORPORATE GOVERNANCE 1

MANAGEMENT REPORT 3

Letter to the Shareholders 4

Share Capital and Shares 7

Corporate Structure 8

Structure of Central Functions 10

Consolidation Criteria 12

Analysis of Consolidated Financial,

Economic and Asset Results 13

Income Statement Overview 13

Statement of Financial Position 14

Analysis of the Economic, Financial,

and Equity Performance of the Parent Company TPS S.p.A. 16

OTHER INFORMATIONS 19

Research and Development 20

Significant Events After the Reporting Period

and Expected Business Outlook 22

Risk Analysis 23

Operational Risks 23

Cash Flow Risk 23

Interest Rate Risk 23

Credit risk 23

Liquidity risk 23

Related Party Transactions 24

Exercise of the IRES Tax Consolidation Option 24

Treasury shares 24

TPS GROUP CONSOLIDATED FINANCIAL STATEMENTS 26

TPS Group Consolidated Financial Statements at 31 December 2024 28

Consolidated cash flow statement 30

Form and content of the consolidated financial statements (explanatory notes) 31

1. Scope of Consolidation 32

2. Consolidation Criteria 33

3. General Preparation Principles 33

Accounting Standards and Interpretations Endorsed

and Effective from 1 January 2024 43

International Accounting Standards and/or Interpretations Issued but Not Yet Effective and/or Not Yet Endorsed as of 2024 45

Explanatory notes to the consolidated financial statements 47

1. Intangible Fixed Assets 47

2. Goodwill 48

3. Tangible Fixed Assets 49

4. Equity investments 50

5. Other non-current assets 50

6. Deferred tax assets 50

7. Inventories 51

8. Trade Receivables 51

9. Other current assets 51

10. Current Tax Assets 52

11. Cash and cash equivalents 52

12. Shareholders' Equity 52

13. Non-current financial debts 53

14. Employee benefits provisions 53

15. Non-current deferred tax liabilities 54

16. Current Financial Liabilities 54

17. Current Trade Payables 54

18. Other Current Liabilities 54

19. Current Tax Liabilities 54

    TPS Group consolidated profit and loss account 55

20. Revenues from sales and other income 55

21. Costs for raw materials and services 55

22. Personnel costs 55

23. Other operating costs 56

24. Depreciation and Amortisation 56

25. Financial income and expenses 56

26. Taxes 57

EPS: earnings/(loss) per share 57

Remuneration of the members of the corporate bodies and auditors of TPS S.p.A: 57

Related Party Transactions 58

Contents

Contents

BALANCE SHEET TPS S.P.A 60

TPS S.p.A. cash flow 64

Form and content of the separate financial statements (notes) 65

1. Basis for presentation 65

2. Accounting Policies Applied 65

Accounting Standards and Interpretations Endorsed

and Effective from 1 January 2024 73

International Accounting Standards and/or Interpretations Issued

but Not Yet Effective and/or Not Yet Endorsed as of 2024 75

Explanatory notes to the TPS S.p.A. Financial Statements 77

1. Intangible Fixed Assets 77

2. Goodwill 77

3. Tangible fixed assets 78

4. Equity investments 79

5. Other non-current assets 80

6. Deferred tax assets 80

7. Trade receivables 80

8. Other current assets 81

9. Current Tax Assets 82

10. Current financial assets 82

11. Cash and cash equivalents 82

12. Shareholders' Equity 83

13. Non-current Financial Liabilities 84

14. Provisions for Other Employee Benefits 84

15. Provisions for Risks and Charges 85

16. Deferred tax liabilities 85

17. Current Financial Payables 85

18. Trade Payables 85

19. Other Current Liabilities 86

20. Current Tax Liabilities 86

    Profit and loss account 87

21. Revenues from sales and other income 87

22. Production Costs 87

23. Employee Benefits Expense 87

24. Other Operating Costs 88

25. Depreciation and Impairment 88

26. Financial Income and Expenses 88

27. Income Taxes 88

Fees to Corporate Bodies and Independent Auditors For the financial year 2024 89

Proposal for Allocation of Net Profit 89

| TPS GROUP |

>>> Consolidated financial statements TPS Group and financial statements of TPS S.p.A. to 31 december 2024

| TPS GROUP | 2

On 28 April 2023, the Board of Directors and the Board of Statutory Auditors were appointed, which will remain in office until the shareholders' meeting to approve the financial statements as at 31.12.2025.

1. Corporate governance

The auditing company will remain in office until the approval of the financial statements as at 31.12.2024.

Alessandro Rosso: Chairman of the Board of Directors and Chief Executive Officer Massimiliano Anguillesi: Managing Director

Luigi Gagliardi: Director

Raffaella Pallavicini: Independent Director Stefano Pedrini: Independent Director Alessandro Scantamburlo: Director Renzo Torchiani: Director

Marco Curti: Chairman of the Board of Auditors Stefania Barsalini: Statutory Auditor Alessandro Maruffi: Statutory Auditor

Calogero Caternuolo: Alternative Statutory Auditor Giovanna Conca: Alternative Statutory Auditor

Audirevi S.p.A.

Roberto Beltrami

>>> Consolidated financial statements TPS Group and financial statements of TPS S.p.A. to December 31st2024

| TPS GROUP |

MANAGEMENT REPORT

>>> Consolidated financial statements TPS Group and financial statements of TPS S.p.A. to December 31st2024

Letter to the Shareholders

2. Management Report

Dear Shareholders,

The consolidated financial statements for the fiscal year ended 31 December 2024 report a net profit of €4.477 thousand, reflecting an increase of 26% compared to €3.554 thousand recorded in 2023.

The Group's reclassified consolidated revenues amounted to €52.326 thousand in 2024, representing a growth of 8,3% versus €48.315 thousand in the previous year. This increase was entirely organic, as the Group's corporate structure remained unchanged throughout the year.

Consolidated EBITDA stood at €9.098 thousand, marking a 5% increase compared to 2023. EBIT amounted to €6.714 thousand, broadly in line with the prior year, mainly due to higher amortization charges over the period.

These results confirm the TPS Group's ongoing growth trajectory. In 2024, the Group reinforced its industrial strategy and expanded its operational scope to new engineering sectors, including the manufacturing of components and parts for the aerospace industry.

EBITDA margin stood at 17,4%, slightly down from 18% in 2023, due to a shift in the production mix and inflationary pressures on material, service, and especially labour costs.

In 2024, the Group's management mainly focused on integrating the companies acquired in 2023. This included the reorganization of the Faggiano (TA) facility, which has become the Group's primary production hub, and the restructuring of aerospace engineering operations, both technically and commercially.

Furthermore, has been continuing the integration of mechanical engineering and technical documentation activities in the Energy sector with those of Omniaproject Engineering S.r.l.- acquired at the end of 2023-.

From a broader perspective, after years marked by the economic fallout of the Covid-19 pandemic, the Russian invasion of Ukraine, and the ongoing Middle Eastern conflict, 2024 remained characterized by a climate of uncertainty within the Italian industrial landscape, particularly in the field of technical services for industrial enterprises.

This persistent instability prompted many leading manufacturers of complex technological systems to revise their industrial strategies and, in several cases, restructure their business models.

As a result, TPS Group, which specializes in delivering high value-added technical services, experienced increased operational volatility and heightened demand for flexibility and innovation-factors that are expected to remain crucial to the Group's future development.

In response to the aforementioned macroeconomic dynamics, TPS witnessed significant shifts in the industrial sectors in which it operates.

The aerospace and defence sectors launched major industrial programs which will require a substantial upgrade and reorganization of the entire supply chain, encompassing both products

2. Management Report

and technical services. Conversely, the automotive industry continued to face a severe downturn, marked by reduced investment levels and, as far as the TPS activities concern, a relocation of design activities to countries with lower labour costs.

The technical services market for enterprises is therefore undergoing profound transformation, offering substantial opportunities but also increased competitive pressure. For TPS, this implies the dual necessity of building an agile, responsive organizational structure and continuing to pursue technological innovation to differentiate its value proposition in the marketplace.

In 2024, TPS Group sustained its investments in the development of innovative technological solutions and continued to advance the initiatives of the TPS Training Academy, established in 2021 to address evolving labour market conditions.

Following a restructuring phase in early 2024 to align with external market changes and the specific needs of the TPS Group's Strategic Business Units (SBUs), the Academy delivered a range of tailored training programs targeted at recent graduates and STEM diploma holders.

The objective was to equip participants with the technical and soft skills necessary for effective integration into multidisciplinary project teams.

From both operational and commercial standpoints, the fiscal year was marked by the launch of several new technical projects and the overall consolidation of core business activities across the Group's subsidiaries.

Organizationally, a number of internal administrative processes were streamlined, and the transition towards a new ERP system-scheduled for full implementation in 2025-was initiated.

Efforts also focused on enhancing the structure of each of the Group's five Strategic Business Units (SBUs), through which TPS delivers its technical services:

This unit encompasses the Group's technical documentation, integrated logistics support, and technical training activities across the aerospace, automotive, and railway sectors. The Swiss subsidiary Aviotrace Swiss SA, certified under EASA Part 147 for aeronautical maintenance training, also falls under this SBU.

This SBU consolidates all engineering and design activities, including aeronautical certification (airworthiness). It also includes cost engineering services provided by Stemar Consulting S.r.l., automotive and precision mechanics design by EMTB, energy and industrial automation engineering by Omniaproject Engineering S.r.l., and structural design and simulation activities performed by HB Technology S.r.l.

This unit includes software development for avionics, software testing, systems integration, and the Group's internal IT projects. In 2024, the SBU remained focused on digital innovation, cybersecurity, and the digitization of production processes.

2. Management Report

Established in 2023, this SBU includes the production of components at the Faggiano (TA) facility operated by HB Technology S.r.l., aerospace kits production by TPS S.p.A., and aircraft maintenance, overhaul, and repair services delivered by AIR Support International S.r.l., which specializes in small- and medium-sized aircraft systems.

This unit is responsible for the creation and management of multimedia content for product marketing and e-learning, including the development of simulators. It specializes in augmented and virtual reality applications supported by AI systems, tailored to the industrial domains in which TPS operates. Digital communication activities by FORE S.r.l. are also part of this SBU.

In conclusion, 2024 proved to be a year of growth and transformation for TPS Group, which continued to strengthen its presence in the technical and engineering services market through strategic investments in innovation, human capital development, and the optimization of its operational structures.

.

Share Capital and Shares

2. Management Report

The subscribed and paid-up share capital of TPS S.p.A. as of 31 December 2024 was Euro 1.613.910, divided into 7.259.860 shares.

Share price

Volume

Year 2024: daily fluctuations in the share price and trading volumes

During the fiscal year, the Company's shares fluctuated around an average price of €6,8, a valuation that continues to underestimate the Company's underlying economic and financial fundamentals. On an annual basis, however, the share price appreciated by 17%, outperforming the Euronext Growth Milan market (FTSE Italia Growth), which closed the year with a gain of approximately 1,3%.

The average daily trading volume amounted to 2.565 shares, representing a decrease compared to the average daily volume recorded in 2023.

In accordance with the resolution of the Shareholders' Meeting held on 28 April 2023, in 2024 TPS S.p.A. completed the share buy-back program. As of 31 December 2024, the Company holds 163.000 treasury.

Corporate Structure

2. Management Report

The TPS Group is currently structured as follows:

• Parent company: TPS S.p.A. - registered office: Via Lazzaretto 12/C, Gallarate (VA) Tax code and VAT number 00138120126

  TPS S.p.A. specializes in the development of technical documentation and in the definition and management of the aircraft maintenance lifecycle (ILS - Integrated Logistic Support), aimed at identifying the most effective and appropriate maintenance procedures throughout the aircraft's operational lifespan.

  The Company operates in the following areas: (i) development, integration, and testing of embedded software systems for both civil and military aircraft platforms; (ii) production of multimedia content and interactive platforms designed to support technical operations and deliver specialized maintenance and aircraft management training (CBT - Computer-Based Training); (iii) provision of engineering and design services to OEMs, including the preparation of technical content supporting aircraft documentation; and (iv) design and manufacturing of aircraft parts and components.

  The Company holds EASA certifications as a DOA (Design Organization Approval) and POA Subpart G (Production Organization Approval), ensuring alignment between client requirements, engineering specifications, and airworthiness regulations in both the design and manufacturing processes. TPS is particularly specialized in the design of medical aeronautical systems and the customization of kits for aircraft configured for surveillance and aerial imaging.

  In the area of Digital Content Management, TPS has developed expertise in the creation and commercialization of augmented and virtual reality applications for industrial purposes. In 2024, these activities were further extended through the integration of artificial intelligence technologies.

  • Air Support International S.r.l. - Registered Office: Strada della Berlia 500, Turin Tax Code and VAT No. 04672740018 - 80% owned by TPS S.p.A.

    Certified by EASA under Part 145, the company provides maintenance, overhaul, and repair services for small- and medium-sized aircraft, in addition to the installation of avionics components.

  • Aviotrace Swiss SA - Registered Office: Via Rime 1, Mendrisio (CH)

    Company No. CHE 116 073 287 - Registered with the Commercial Register of Canton Ticino Wholly owned subsidiary of TPS S.p.A.

    The company operates as an EASA Part-147, certified Training Organization, providing specialized training programs for aircraft maintenance technicians.

  • E.M.T.B. Engineering Machinery Tooling Bolzano S.r.l. - Registered Office: Via Ipazia 2, Bolzano Tax Code and VAT No. 00183950211 - Wholly owned by TPS S.p.A.

    The company provides engineering services and precision mechanical component design, serving the automotive, heavy equipment, agricultural machinery, cable transport systems, and special vehicles sectors-particularly in defence applications.

  • Fore S.r.l. - Registered Office: Corso Tazzoli 215/12B, Turin

    Tax Code and VAT No. 06544720011 - 70% owned by Satiz Technical Publishing & Multimedia S.r.l.

    2. Management Report

    Fore is a digital communication agency that develops and delivers digital content management campaigns and BTL communication programs. It combines TPS Group's know-how in engineering design data with graphic expertise to create innovative digital communication solutions.

  • Fore Poland sp. z o.o. - Registered Office: Ul Sempolowska 19, Bielsko Biala (PL)

    VAT No. PL5471792339 - Wholly owned by Satiz Technical Publishing & Multimedia S.r.l.

    This subsidiary delivers editorial and digital content management services, primarily serving the automotive sector within the Polish market.

  • HB Technology S.r.l. - Registered Office: Via Lazzaretto 12, Gallarate (VA) Tax Code and VAT No. 06652990968 - Wholly owned by TPS S.p.A.

    HB Technology operates in the field of structural engineering (design and static/dynamic simulations) for the aerospace sector. It also engages in the production and assembly of aircraft parts and components using both traditional and additive manufacturing technologies, with operations based at its plant in Faggiano (TA).

  • HB Aerospace Center Inc. - Registered Office: 261 Old York Road, Jenkintown, Pennsylvania 19046 (USA)

    Wholly owned by HB Technology S.r.l.

    This subsidiary was established to extend HB Technology's structural design and analysis services to clients in the U.S. market.

  • Omniaproject Engineering S.r.l. - Registered Office: Via A. Gherardesca 4, Pisa (PI)

    Tax Code and VAT No. 02102510506 - 65% owned by Satiz Technical Publishing & Multimedia S.r.l.

    The company provides electrical and electronic design services, as well as limited manufacturing activities within the Energy and Industrial Automation sectors.

  • Satiz Technical Publishing & Multimedia S.r.l. - Registered Office: Corso Tazzoli 215/12B, Turin Tax Code and VAT No. 10978180015 - Wholly owned by TPS S.p.A.

    The company produces technical documentation, high value-added technical services, and digital content for the automotive, energy, railway, maritime, and defence sectors.

  • S.Te.L. S.r.l. - Registered Office: Via Spagna 46, Collesalvetti (LI)

  Tax Code and VAT No. 01264920495 - 70% owned by Satiz Technical Publishing & Multimedia S.r.l.

  S.Te.L. specializes in technical documentation for the railway sector and in the certification of maintenance processes for railway service vehicles.

• Stemar Consulting S.r.l. - Registered Office: Corso Tazzoli 215/12B, Turin Tax Code and VAT No. 09983720013 - 70% owned by TPS S.p.A.

The company is specialized in providing cost engineering and benchmarking services, primarily for the automotive, heavy vehicles, and railway industries.

Structure of Central Functions

2. Management Report

Below is a representation of the corporate and functional organisation of the TPS Group:

80%

70%

T echnology

70%

65%

C O M M U N I C A T I O N

70%

NB: unless otherwise specified, the shareholding is deemed to be 100%.

Development of computer systems

VR & AR

applications

2. Management Report

FUNCTIONAL ORGANISATION

Consolidation Criteria

2. Management Report

In preparing these Consolidated Financial Statements, a step-by-step consolidation method was adopted. Initially, the consolidation of Fore S.r.l., Fore Poland sp. z o.o., Omniaproject Engineering S.r.l., and S.Te.L. S.r.l. into Satiz Technical Publishing & Multimedia S.r.l. was carried out, followed by the consolidation of HB Aerospace Center Inc. into HB Technology S.r.l., and subsequently, the consolidation of all subsidiaries into TPS S.p.A.

The Notes to the Consolidated Financial Statements provide all additional disclosures deemed necessary to present a true and fair view of the TPS Group's consolidated financial position and performance.

The Balance Sheet, Income Statement, and Notes to the Financial Statements are presented in Euro units, unless otherwise specified.

2. Management Report

Analysis of Consolidated Financial, Economic and Asset Results

INCOME STATEMENT OVERVIEW

Below is the reclassified Consolidated Income Statement, with comparative figures, prepared in accordance with International Financial Reporting Standards (IFRS).

CONSOLIDATED INCOME STATEMENT Consolidated

financial statements 2024

Consolidated

financial statements 2023

The 2024 Income Statement reflects fully organic revenue growth of 8,3% compared to the previous year.

EBITDA increased by 5% year-on-year, reaching €9,1 million. The Group experienced a shift in its production mix, with an increase in the manufacturing of parts and components, alongside a significant rise in production costs-most notably, labour costs. Consequently, the Group's relative profitability declined slightly, with the EBITDA margin settling at 17,4%.

The increase in Costs for Goods and Services is attributable to the greater weight of manufacturing activities. Personnel Costs rose by 9% compared to the previous year, mainly due to the economic effects of national collective labour agreement renewals adhered to by TPS, as well as salary adjustments linked to professional development and standard employee retention strategies.

Depreciation and amortization expenses increased compared to 2023 and are primarily related to:

(i) prior years' investments in IT infrastructure and development of competitive strategic projects for TPS Group companies, (ii) facility renovation investments in Biella and Faggiano, specifically for the subsidiaries Air Support International S.r.l. and HB Technology S.r.l., and

(iii) investments in digitalization and reorganization of internal operational workflows.

The 2024 consolidated income statement includes non-recurring expenses totalling €469 thousand, primarily related to the residual reorganization costs of the digital content management operations at Satiz Technical Publishing & Multimedia S.r.l., and to the partial conversion of the automotive engineering division of EMTB S.r.l.

Taking into account the estimated tax burden, the Group reported a consolidated net profit of

€4.477 thousand, reflecting a 26% increase over the previous fiscal year.

2. Management Report

STATEMENT OF FINANCIAL POSITION

Presented below is the reclassified Consolidated Balance Sheet, highlighting the Net Financial Position.

RECLASSIFIED STATEMENT OF FINANCIAL POSITION Consolidated

financial statements 2024

Consolidated

financial statements 2023

The next table shows the Group's Net Financial Debt as of 31 December 2024. It is important to note that the Net Financial Position includes the application of IFRS 16, which requires the recognition of lease liabilities related to rights of use. For TPS Group, this primarily pertains to office lease agreements.

DETAILS OF TPS GROUP NFP Consolidated

2. Management Report

financial statements 2024

Consolidated

financial

Compared to the closing figures as at 31 December 2023, the following key observations emerge:

• Fixed Assets remained substantially in line with the values recorded at year-end 2023, as a result of the combined effect of periodic depreciation and the increase related to investments, as detailed in the relevant section of these financial statements. Property, plant and equipment includes the value of the HB Technology-owned manufacturing facility located in Faggiano (TA).

• Working Capital decreased during the period, mainly due to a reduction in both trade payables and, more significantly, trade receivables.

• The change in the item Other Assets is primarily attributable to the collection of receivables by HB Technology related to grants disbursed by the Region of Puglia under the program "POR Puglia 2014-2020 Convergence Objective - Regional Regulation 14/2014." In addition, the mock-up aircraft project initiated at the end of 2023 was completed and delivered within the current financial year.

• The increase in Shareholders' Equity is the result of the Group's positive economic performance for the period. It should be noted that in May 2024, the Parent Company distributed a dividend of €0,08 per share, as resolved by the Shareholders' Meeting on 29 April 2024.

• Consolidated Equity increased from €31.149 thousand to €34.293 thousand, of which €800 thousand is attributable to minority interests. It is also noted that this item includes a dedicated reserve for the repurchase of treasury shares, amounting to €999 thousand.

  TPS Group closed the financial year with a Net Financial Position of € (16.416) thousand. The variation reflects the strong contribution of operating cash flow and the favourable working capital dynamics, which more than offset the cash outflows related to investment activities carried out during the period.

  Key financial and economic indicators are presented below, compared with those of the previous financial year.

  2. Management Report

  ROI	38%	32%
  ROE	13%	11%
  ROS	13%	14%

  Economic / Financial Indicators TPS GROUP CONSOLIDATED Financial Year 2024 Financial Year 2023

  Analysis of the Economic, Financial, and Equity Performance of the Parent Company TPS S.p.A.

  INCOME STATEMENT OVERVIEW

  Below are the key financial, economic, and equity figures of the Parent Company TPS S.p.A., compared with the fiscal year 2023.

  RECLASSIFIED INCOME STATEMENT Financial

  Statements 2024

  Financial Statements 2023

  Value of production	24.742.880	22.369.698
  Costs for materials and services	(6.622.406)	(5.104.499)
  Added value	18.120.474	17.265.199
  Personnel costs	(13.685.856)	(12.593.170)
  Other operating costs	(78.394)	(72.463)
  EBITDA	4.356.224	4.599.566
  Amortisations/depreciations	(818.947)	(665.091)
  EBIT	3.537.277	3.934.474
  Net interest (expense/income)	443.011	400.171
  Extraordinary costs	575	(254.366)
  EBT	3.980.864	4.080.280
  Current and deferred taxes	(1.048.902)	(1.048.926)
  Net Result	2.931.962	3.031.353

  The Value of Production recorded an organic growth of over 10%, primarily driven by the increased volume of technical and engineering services rendered in the aerospace sector.

  However, EBITDA decreased slightly from €4.600 thousand in 2023 to €4.356 thousand in 2024. This limited decline is mainly attributable to the higher incidence of External Costs for Materials and Services, due to the expansion in production activities, and the rise in Personnel Costs. The increase in labour costs is a consequence of the renewal of national collective labour agreements applicable to TPS, as well as salary progression aligned with employees' professional development. It should also be noted that personnel costs include expenses related to the TPS Training Academy project, which continues to be a strategic initiative for attracting and onboarding new qualified professionals.

  As a result of increased amortization expenses linked to past investments, EBIT decreased from

  €3.934 thousand at the end of 2023 to €3.537 thousand in 2024.

  2. Management Report

  Financial income and expenses for the year include: (i) dividends received from the subsidiary Stemar Consulting S.r.l., (ii) financial income from Group liquidity management, and (iii) interest expenses arising from the actuarial valuation of employee severance indemnities (TFR) in accordance with IAS 19.

  Taking all these factors into account, the net profit for the year amounted to €2.932 thousand, remaining broadly in line with the €3.031 thousand reported in 2023.

  STATEMENT OF FINANCIAL POSITION

  Below is the reclassified Balance Sheet of TPS S.p.A., highlighting the Net Financial Position.

  RECLASSIFIED STATEMENT OF FINANCIAL POSITION Financial

  Statements 2024

  Financial Statements 2023

  Subscribed capital, unpaid	-	-
  Intangible assets	2.503.061	2.088.499
  Property, plant and equipment	1.278.574	1.456.891
  Financial assets	5.723.524	5.724.154
  Total assets	9.505.159	9.269.544
  Trade receivables	9.879.773	11.969.315
  Trade payables	(2.527.045)	(2.420.118)
  Working Capital	7.352.728	9.549.197
  Other assets	1.736.870	1.836.995
  Other liabilities	(2.930.582)	(3.073.722)
  Other assets and liabilities	(1.193.712)	(1.236.727)
  Provisions for risks and charges	(63.213)	(67.243)
  Employee benefits provision	(3.571.263)	(3.340.269)
  Total Provisions	(3.634.476)	(3.407.512)
  Net Invested Capital (N.I.C.)	12.029.700	14.174.500
  Equity	22.950.751	21.028.103
  Profit/(loss)	2.931.962	3.031.353
  EQUITY	25.882.714	24.059.456
  Net financial position (NFP)	(13.853.013)	(9.884.956)
  To cover N.I.C.	12.029.700	14.174.500

  2. Management Report

  The Net Financial Debt of the Parent Company as at 31 December 2024 is presented below:

  DETAILS OF TPS S.P.A. NFP Financial

  Statements 2024

  Financial

  Statements 2023
  
  

  A - Cash	14.579.727	10.106.860
  B- Cash equivalents	-	-
  C- Other current financial assets	3.501.000	4.011.000
  D - Cash and cash equivalent (A+B+C)	18.080.727	14.117.860
  E- Short-term financial debts	3.599.262	3.444.262
  F- Current portion of long-term financial debts	254.986	239.765
  G - Short-term financial position (E+F)	3.854.248	3.684.027
  H - Net short-term financial position (G-D)	(14.226.479)	(10.433.833)
  I- Long-term financial debts	373.466	548.877
  J- Other financial debts	-	-
  K- Trade payables and other long-term debts	-	-
  L - Long-term financial position (I+J+K)	373.466	548.877
  M - Total net financial position (H+L)	(13.853.013)	(9.884.956)

  Key highlights compared to the closing figures of the previous fiscal year include:

• Fixed Assets remained substantially stable, as the effect of investments in IT infrastructure and R&D projects-detailed in the relevant section of the financial statements-was offset by depreciation expenses recognized during the year.

• Working Capital recorded a significant reduction compared to 31 December 2023, primarily due to the decline in trade receivables, which had shown an above-average balance at the end of the previous year.

• The items Other Assets and Other Liabilities were broadly consistent with the prior year.

• The increase in Shareholders' Equity reflects the positive net result for the period. Also of note is the adjustment of the IAS 19 reserve related to the actuarial valuation of employee termination benefits as of 31 December 2024, and the treasury share reserve, amounting to

  €999 thousand. It should be recalled that in May 2024, the Company distributed a dividend of €0.08 per share, as resolved by the Shareholders' Meeting held on 29 April 2024.

  The Net Financial Position improved from €(9.885) thousand at year-end 2023 to €(13.853) thousand. The increase in cash and cash equivalents reflects the Group's operating cash generation and working capital optimization, net of capital expenditures during the year.

  Key financial and economic indicators are provided below, with a comparative view against the prior fiscal year:

  Economic / Financial Indicators Financial Year 2024 Financial Year 2023

  ROI	29%	28%
  ROE	11%	13%
  ROS	14%	18%

  | TPS GROUP |

  >>> Consolidated financial statements TPS Group and financial statements of TPS S.p.A. to December 31st2024

  
  
  

  Research and Development

  3. Other Information

  During the 2024 fiscal year, TPS Group continued to invest in targeted R&D initiatives aimed at strengthening its commercial offering across its core industrial sectors-most notably, aerospace and defence.

  These initiatives were carried out in collaboration with leading Italian universities located in the regions of Piedmont, Lombardy, Apulia, and Lazio, as well as with regional aerospace technology clusters operating in the areas where the Group maintains operational facilities.

  Specifically, the following high-innovation projects were developed internally over the course of the year:

• Design of a modular medical interior for medium-sized helicopters: leveraging prior experience in the aero-medical field, TPS is developing a modular medical interior for medium-size helicopters (AW109). The project is expected to achieve EASA Supplemental Type Certificate (STC) approval within the current fiscal year, with commercialization anticipated in the second half of 2025.

• EASA certification development for components manufactured using Additive Manufacturing: this project, developed in direct coordination with EASA, integrates TPS's expertise in airworthiness with HB Technology's specialization in metal additive manufacturing, with the goal of introducing additively manufactured components into aircraft kits.

• Redefinition of aeronautical assembly processes and wiring production: a comprehensive initiative aimed at redesigning the phases of aircraft assembly and the manufacturing of electrical wiring harnesses for both the aerospace and automotive sectors. The investment will enable TPS to gain a competitive edge over traditional production methodologies.

• Development of a new release of an advanced software platform for automated LSA database generation from CSDB: this project focuses on a tool capable of supporting the automated generation of S1000D Data Modules for technical publications in the aerospace industry.

• Design of modular equipment components for defence vehicles: the subsidiary EMTB developed experimental projects for the construction of maintenance and assembly equipment tailored to ground-based defence vehicles.

• Development of a 24-speed semi-automatic transmission system for agricultural tractors: EMTB undertook the development of core subsystems for fully automated operation, transitioning from operator-based manual control to advanced automation solutions.

• Digitalization of management processes: this project was implemented to streamline and reorganize internal management workflows across multiple departments, including Human Resources, Finance, and Procurement.

• Implementation of RAG technology in a virtual agent for regulatory document consultation: This research project resulted in the creation of a Virtual Agent based on Retrieval-Augmented Generation (RAG) technology, designed to query a regulatory document database and provide users with natural language responses. The aim is to enhance the efficiency and user experience in regulatory document consultation, making the research process faster, more intuitive, and more accurate.

• Development of customized IT applications to address specific technological challenges: TPS Group maintains a dedicated internal team focused on the development of innovative software platforms tailored to the operational needs of its Strategic Business Units (SBUs).

3. Other Information

Total investment in Research & Development activities for the year 2024 amounted to approximately €1.586 thousand.

3. Other Information

Significant Events After the Reporting Period and Expected Business Outlook

No significant events have occurred after the close of the reporting period.

In March 2025, the subsidiary Aviotrace Swiss SA established a new company in Morocco (Aviotrace Morocco Inc.) with the objective of expanding its offering of technical training courses for aircraft maintenance engineers and aeronautical technicians to the North African region. The new company is wholly owned by Aviotrace Swiss SA.

Thanks to the investments made in recent years and the momentum generated by commercial activities in 2024, projections for 2025 point to continued organic growth across the Group's operations. In particular, an expansion is expected in the fields of engineering and design, avionic systems development, and the manufacturing of aircraft parts and components. In addition, the Group's entry into the industrial automation sector and the strengthening of its presence in the energy segment are further drivers of potential growth.

In parallel, TPS Group will continue to explore new industrial integration opportunities, targeting companies that can contribute strategic competencies to the Group's value chain, thereby enhancing the services offered to clients.

In recent years, TPS Group has successfully diversified its commercial positioning, broadened its portfolio of technical services, introduced innovative processes in production, and reinforced its resilience in the face of extraordinary events. The Company has effectively navigated recent economic disruptions, expanded its operational footprint, and improved its sustainability indicators. This strategic positioning allows the Group to approach future challenges with confidence.

In 2025, TPS Group's management will remain focused on pursuing new growth opportunities, both through organic development and potential strategic expansion initiatives.

In accordance with Legislative Decree No. 83/2022, the Board of Directors declares that the Company has adopted an adequate organizational structure and has implemented appropriate management control systems.

Risk Analysis

3. Other Information

OPERATIONAL RISKS

TPS Group is committed to ensuring that operational and product-related risks, as well as any potential client-related losses, are continuously monitored. This is done with a dual objective: to provide management with the necessary tools for effective risk mitigation and to maximize the protection of the Group's assets.

At present, the most significant operational risk remains linked to global geopolitical instability stemming from the Russian invasion of Ukraine and the ongoing conflict in the Middle East. These events could potentially slow growth in some of the industrial sectors in which the Company operates and may lead to an increase in operational costs due to inflationary pressures on energy prices and, indirectly, on labour costs. TPS Group's management is actively and systematically implementing all available measures to mitigate these adverse effects.

CASH FLOW RISK

The Group maintains a strong focus on optimizing the use of available credit lines for business development while minimizing financial risks associated with day-to-day operations. The crises of recent years have not had a critical impact on incoming cash flows, thanks to the solid financial resources available to the Group's companies.

INTEREST RATE RISK

Fluctuations in interest rates influence the market value of the Company's financial assets and liabilities, as well as the level of net financial charges. The Group closely monitors interest rate trends and, depending on market developments, may consider adopting appropriate hedging strategies. As of now, the Group has not deemed it necessary to implement interest rate hedging measures, given the limited impact that rate variations currently have on the income statement.

CREDIT RISK

Credit risk represents TPS Group's exposure to potential losses arising from counterparties failing to meet their contractual obligations. Any failure or delay in the payment of receivables could adversely affect the Group's financial performance and liquidity. In terms of exposure to commercial counterparties, credit management is handled by dedicated departments responsible for assessing credit limits, granting collection term exceptions, and structuring payment plans when necessary.

LIQUIDITY RISK

Liquidity risk refers to the possibility that TPS Group, or any of its subsidiaries, may be unable to meet payment obligations due to limited access to new funding or an inability to liquidate assets. This could negatively impact financial performance, particularly if the Company is forced to incur additional costs to meet obligations or, in extreme cases, face insolvency risks.

The objective in managing this risk is to maintain a financial structure aligned with business objectives that ensures adequate liquidity, minimizes the opportunity cost, and maintains a balanced debt profile in terms of maturity and composition. Since 2018, the Group has adopted an internal cash pooling policy to help mitigate this risk by optimizing the use of available cash across the organization.

Related Party Transactions

3. Other Information

Transactions with related parties primarily involve the exchange of goods and services with subsidiaries and affiliates, as well as Group-level treasury management optimization (cash-pooling). These transactions fall within the scope of the Group's ordinary business operations and are carried out under normal market conditions, consistent with those that would be applied between independent parties.

Exercise of the IRES Tax Consolidation Option

TPS S.p.A. has exercised the option for national tax consolidation under Articles 117 and following of the Italian Consolidated Income Tax Act (T.U.I.R.) and in accordance with Ministerial Decree dated 9 June 2004. The option allows, for fiscal year 2024, the taxable income of the Italian subsidiaries-excluding recently acquired entities HB Technology, S.Te.L., and Omniaproject Engineering-to be consolidated and attributed to the parent company for IRES purposes. The legal, financial, and economic terms governing participation in the consolidated tax regime are outlined in a triannual agreement signed by the parties involved.

Treasury Shares

During 2023 and the first part of 2024, the Parent Company repurchased a total of 163.000 treasury shares for a total consideration of €999.350. As of 31 December 2024, all repurchased shares are held by the Company.

| TPS GROUP |

>>> Consolidated financial statements TPS Group and financial statements of TPS S.p.A. to December 31st2024

| TPS GROUP | 26

4. Consolidated financial statements

Consolidated Financial Statements at 31 December 2024

The following tables show the consolidated income statement and balance sheet of the TPS Group as at 31 December 2024 in accordance with international accounting standards.

CONSOLIDATED STATEMENT Notes Financial Year 2024

Financial Year

2023

>>> Consolidated financial statements TPS Group and financial statements of TPS S.p.A. to December 31st2024