Half-yearly financial Report as at 30 June 2025

TXT E-SOLUTIONS GROUP

HALF-YEARLY FINANCIAL REPORT

As at 30 June 2025

‌TXT e-solutions S.p.A.

Registered office, management, and administration: Via Milano, No. 150 - 20093 Cologno Monzese (MI)

Share capital:

€ 6,503,125 fully paid-in

Tax code and Milan Business Register No.: 09768170152

Organi sociali

In office until approval of the financial statements as at 31 December 2025:

ENRICO MAGNI

Chairman

DANIELE MISANI

Chief Executive Officer

MATTEO MAGNI

Director*-°

NICOLA CORDONE

Director'

ANTONELLA SUTTI

Independent Directorl*- °

ANTONIETTA ARIENTI

Independent Director2-*-°

MICHELA COSTA

Independent Director1*-^

1. Member of the Remuneration and Appointments Committee.

2. Member of the Risks and Internal Controls Committee.

3. Member of the Related Parties Committee.

4. Appointed by the Shareholders' Meeting on 20 April 2023.

5. Appointed by the Shareholders' Meeting on 29 April 2025.

In office until approval of the financial statements as at 31 December 2025:

FRANCESCO MARIA SCORNAJENCHI

Chairman

GIADA D'ONOFRIO

Standing auditor

FRANCO VERGANI

Standing auditor

ELISABETTA BOMBAGLIO

Alternate auditor'

FABIO MARIA PALMIERI

Alternate auditor

EDDA DELON

Alternate auditor

Independent Auditors:

Crowe Bompani Assurance Services S.p.A.

Investors relations:

E-mail: infofinance@txtgroup.com

Tel: +39 02 25771.1

‌Leadership Team

An experienced entrepreneur witha solid track record in guiding the growth processes of companies oper- ating in different sectors, Enrico joined TXT as a key shareholder and now holds the position of Chairman, aiming at driving the Group's growth.

Enrico Magni

+20 years in TXT, with a strong experience in the international development of the business, from mid-2020 holds the position of Group CEO, with strategic responsibilities in defining and executing the TXT Group's international growth strategies.

Daniele Misani

+20 years of experience in finance and administration and an in-depth understanding of management dy- namics, over the last fifteen years Eugenio has always been focused and committed to the sustainable growth of the TXT Group.

Eugenio Forcinito

Contents

TXT e-solutions S.p.A. 2

Leadership Team 3

Group Organisational Structure 6

TXT e-solutions Group - Key data 8

Directors' Report on operations for H1 2025 10

Consolidated Balance Sheet 25

Consolidated Income Statement 26

Consolidated Statement of Comprehensive Income 27

Company segment information 28

Consolidated Statement of Cash Flows 29

Statement of Changes in Consolidated Shareholders' Equity as at 30 June 2025 30

1. Group structure 31

2. Basis of preparation of the consolidated financial statements 32

3. Accounting standards and interpretations applied from 1 January 2025 33

4. Financial risk management 36

5. Use of estimates 36

6. Balance sheet 39

   1. Goodwill 39

   2. Intangible assets with a finite useful life 43

   3. Tangible assets 46

   4. Investments in associates 46

   5. Other non-recurring financial receivables 46

   6. Deferred tax assets and liabilities 47

   7. Contract assets 47

   8. Trade receivables 47

   9. Sundry receivables and other current assets 48

   10. Other short-term financial receivables 49

   11. Financial instruments at fair value 49

   12. Cash and cash equivalents 49

   13. Assets held for sale 49

   14. Shareholders' Equity 50

   15. Non-current financial liabilities 51

   16. Provision for post-employment benefits and other employee provisions 58

   17. Current financial liabilities 59

   18. Trade payables 61

   19. Tax payables 61

   20. Sundry payables and other current liabilities 61

7. Income Statement 62

   1. Total revenues and other income 62

   2. Purchases of materials and external services 62

   3. Personnel costs 63

   4. Other operating costs 63

   5. Depreciation, amortisation and impairment 63

   6. Financial income and charges 63

   7. Share of profit (loss) of associates 64

   8. Income taxes 64

8. Seasonality of operating segments 65

9. Transactions with related parties 65

10. Net financial debt 66

11. Other significant events in the year and subsequent events 67

12. Certification of the condensed consolidated half-yearly financial statements 67

‌Group Organisational Structure

TXT E-SOLUTIONS GROUP

KEY DATA AND DIRECTORS' REPORT

ON OPERATIONS

Half-yearly financial report as at 30 June 2025 7

AS AT 30 JUNE 2025

‌TXT e-solutions Group - Key data

INCOME DATA

(€ thousand)

30.06.2025

%

30.06.2024

% % CHANGE

REVENUES

189,095 100.0

138,194 100.0

36.8

EBITDA

27,541 14.6

17,498 12.7

57.4

OPERATING PROFIT (EBIT)

19,923 10.5

12,130 8.8

64.2

PROFIT (LOSS) FOR THE YEAR

10,880 5.8

7,953 5.8

36.8

NET PROFIT ATTRIBUTABLE TO TXT SHAREHOLDERS

10,048 5.3

7,956 5.8

26.3

FINANCIAL DATA

(€ thousand)

30.06.2025

31.12.2024

Change

Fixed assets 225,502 214,601 10,901

Net working capital 66,275 55,287 10,987 Post-employment benefits and other non-current li-

abilities (9,680) (9,200) (480)

Capital employed

282,096

260,688

21,408

Net financial debt 121,822 108,863 12,959

Group shareholders' equity 157,253 149,764 7,489

Shareholders' equity attributable to minority interests 3,021 2,061 960

DATA PER SHARE

30.06.2025

31.12.2024

Change

Average number of shares outstanding 12,726,079 12,833,624 (107,545)

Net earnings per share 0.79 1.24 (0.45)

ADDITIONAL INFORMATION

30.06.2025

31.12.2024

Change

Shareholders' equity per share 12.36 11.67 0.69

Number of employees 3,412 3,282 130

TXT share price 34.35 35.10 (0.75)

Notes on Alternative Performance Measures

Pursuant to the ESMA guidelines on alternative performance measures ("APMs") (ESMA/2015/1415), endorsed by CONSOB (see CONSOB Communication No. 0092543 dated 3 December 2015), it should be noted that the reclassified statements included in this Directors' Report on Operations show a number of differences from the official statements shown in the accounting tables set out in the following pages and in the notes with regard to the terminology and the level of detail.

Specifically, the reclassified consolidated Income Statement makes use of the following terms:

• EBITDA, which is equivalent to "Total revenues" net of total operating costs in the official consolidated Income Statement;

• EBIT, which is equivalent to "Total revenues" net of total operating costs, depreciation, amortisation and impairment in the official consolidated Income Statement.

  The reclassified consolidated Balance Sheet was prepared based on the items recognised as assets or liabilities in the official consolidated Balance Sheet and makes use of the following terms:

• FIXED ASSETS, given by the sum of tangible and intangible assets, goodwill, deferred tax assets/li-abilities and other non-current assets;

• NET WORKING CAPITAL, given by the sum of inventories, trade receivables/payables, current provisions, tax receivables/payables and other assets/liabilities and current receivables/payables;

• CAPITAL EMPLOYED, given by the algebraic sum of fixed assets, net working capital and post-em-ployment benefits and other non-current liabilities.

These APMs, in line with the data presented in the consolidated Income Statement and Balance Sheet in accordance with the recommendations outlined above, were deemed to be significant as they represent parameters that succinctly and clearly depict the Company's financial position and economic performance, also by providing comparative data. The APMs adopted are consistent with those used in the previous year.

‌Directors' Report on operations for H1 2025

Dear Shareholders,

On 5 March 2025, a binding investment agreement was signed for the acquisition of 100% of the capital of the company IT Values S.r.l. ("IT Values"). The closing of the transaction was completed on 1 April 2025. TXT consolidated the results of IT Values within its Smart Solutions division from 1 July 2025.

IT Values was founded in Rome in 2022 as an IT company specialised in creating innovative software solutions tailored to the enterprise and public market. The mission of IT Values is to offer cutting-edge solutions for the digitalisation of processes geared towards integration and security, responding to the complex and constantly evolving needs of public administrations and modern companies.

To date, the IT Values offer focuses on the development and sale of flexible and integrated applications, able to evolve together with the customers' business, guaranteeing excellent performance, advanced security standards and maximum reliability thanks to the enabling technologies integrated in the suite of Smart Solutions owned by IT Values, such as cybersecurity and artificial intelligence.

The consideration paid for the purchase of 100% of IT Values, net of earn-outs, claw-backs and the

NFP which will be settled in cash, was € 15.0 million, of which € 12.0 million (80%) paid in cash and

€ 3.0 million (20%) through the payment of TXT e-solutions S.p.A. shares, sold at the price corresponding to the average listing of the shares in the 30 working days preceding the closing date, equal to € 37.10.

The selling shareholders, currently directors and managers of IT Values, will remain active in the company and the share acquisition agreement envisages retention, claw-back, earn-out and bonus clauses in their favour with deadlines distributed from the date of approval of the 2024 IT Values financial statements until the date of approval of the financial statements closing on 31 December 2028, with payments that will be tied to turnover and EBITDA growth objectives reflected in IT Values' business plans shared between TXT and the selling shareholders. The maximum value of the earn-out was agreed at € 2.5 million.

The main consolidated operating and financial results in the first six months of 2025 were as follows:

• Revenues amounted to € 189.1 million, up 36.8% from € 138.2 million in the first six months of 2024. The Software Engineering Division recorded revenues of € 115.0 million, up by € 21.5 million compared to the first half of 2024.

  The Smart Solutions Division recorded revenues of € 42.2 million, up 68.4% compared to the first

  six months of 2024.

  The Digital Advisory Division recorded revenues of € 30.9 million, up 62.5% compared to the first

  six months of 2024.

• The Gross Margin, net of direct costs, increased from € 45.3 million to € 72.3 million, an increase

  of +59.5%. Gross margin on revenues was equal to 38.2% in the first six months of 2025.

• EBITDA amounted to € 27.5 million, an increase of +57.4% compared to the first six months of 2024 (€ 17.5 million), after significant investments in commercial expenditure and research and development expenses. The margin on revenues was 14.6% compared to 12.7% in the first six months of 2024.

• Operating profit (EBIT) came to € 19.9 million, an increase of +64.2% compared to the first six months of 2024 (€ 12.1 million). Amortisation and depreciation of intangible and tangible assets and write-downs amounted to € 7.6 million, up by € 2.3 million compared to the first six months of 2024.

• Financial income in the first half of 2025 had a negative net balance of € 3.9 million compared to the negative net balance of € 1.3 million in the same period of the previous year. In particular, this change is mainly due to the positive balance of instruments measured at fair value of € 0.2 million as at 30 June 2025 (€ 0.5 million in 2024), the negative effect of bank interest expense for € 2.4 million, the negative exchange rate effect for € 0.8 million and the negative effect of the result of associates for € 0.1 million.

• Net profit came to € 11.6 million, up from € 8.0 million in the first six months of 2024. In the first six

  months of 2025, taxes accounted for 27.4%.

• The Consolidated net financial debt as at 30 June 2025 came to € 121.8 million.

• Consolidated Group shareholders' equity as at 30 June 2025 stood at € 162.7 million, compared to € 151.8 million as at December 2024. Changes in the six months mainly concern the recognition of net profit (€ 12.5 million) and the distribution of dividends (€ 3.2 million).

  TXT's consolidated results for the first six months of 2025, compared with those of the same period of the previous year, are presented below:

  (€ thousand)	30.06.2025	%	30.06.2024	%	% Change
  REVENUES	189,095	100	138,194	100	36.8
  Direct costs	116,823	61.8	92,896	67.2	25.8
  GROSS MARGIN	72,255	38.2	45,298	32.8	59.5
  Research and development costs	11,780	6.2	6,737	4.9	74.9
  Commercial costs	19,104	10.1	11,499	8.3	66.1
  General and administrative costs	13,847	7.3	9,564	6.9	44.6
  GROSS OPERATING PROFIT (EBITDA)	27,541	14.6	17,498	12.7	57.4
  Depreciation, amortisation and impairment	7,618	4.0	5,368	3.9	41.9
  OPERATING PROFIT (EBIT)	19,923	10.5	12,130	8.8	64.2
  Extraordinary/Financial income (charges)	(3,810)	2.0	(931)	(0.7)	309.3
  Extraordinary financial income deriving from acquisitions	0	0.0	100	0.1	(100.0)
  Share of profit (loss) of associates	(129)	(0.1)	(515)	(0.4)	(74.9)
  EARNINGS BEFORE TAXES (EBT)	15,983	8.5	10,784	7.8	48.2
  Taxes	(5,103)	(2.7)	(2,831)	(2.0)	80.2

  NET PROFIT	10,880	5.8	7,953	5.8	36.8
  Attributable to: Parent Company shareholders	10,048		7,956
  Minority interests	832		3
  GROUP REVENUES AND GROSS MARGINS

  To reflect TXT's new and broader positioning on the digital innovation market, the Group is structured into three divisions representative of the type of offer:

  • Smart Solutions: proprietary software and solutions and related services to accelerate the

    digital transformation of customers' offer;

  • Digital Advisory: specialised consulting services for the digital innovation of large enterprise processes and the public segment;

  • Software Engineering: software engineering services for the innovation and servitisation of customer products guided by skills on enabling technologies.

Revenues and direct costs in the first six months of 2025, compared with the first six months of the previous year, are presented below for each Division.

Half-yearly financial report as at 30 June 2025

12

TXT GROUP TOTAL

The Software Engineering Division represents the TXT Group's offer of software engineering services

for the innovation and servitisation of customer products guided by enabling technologies skills.

The Division recorded revenues of € 114.1 million, up 22.0% compared to the previous year.

The Gross margin was € 36.8 million, an increase of 58.4% compared to the first six months of 2024.

The gross margin on revenues was equal to 32.3% compared to 24.8% in the first six months of 2024.

In the Software Engineering division, new opportunities for accelerated growth are linked to up-selling and cross-selling in new markets, as a result of the acquisitions made, in particular the Telco and Gaming market, which will benefit from the innovative skills of the TXT Group on enabling technologies such as AI, Data Analytics, VR/AR/XR and Quality Assurance, which show a growing demand in an increasingly large number of sectors.

Smart Solutions Division

The Smart Solutions Division represents the TXT Group's offer of software, proprietary solutions and

related services to accelerate the digital transformation of customers.

In the first six months of 2025, the Division recorded revenues of € 44.1 million, up by 72% compared to the previous year, of which € 15.3 million due to the consolidation of new acquisitions and € 3.1 million from organic growth.

The Gross margin was € 25.2 million. The Gross margin on revenues was equal to 57.2%, compared

to 64.4% in the first six months of 2024.

The FARADAY™ product designed for compliance with solutions for the assessment of the risk of terrorism financing, corruption and money laundering, which aim to meet the needs of all those who are subject to European and national legislation on the subject, allows to manage different types of data and to support the calculation of the risk in the various areas.

Polaris is the B2B digital platform (Marketplace) designed to dynamically and centrally manage the Supply Chain Finance programmes, aimed at responding in a flexible and integrated manner to the needs of the buyers, suppliers and financial partners; ideal tool for large companies and multinationals that manage large and diversified supplies. Polaris gives the possibility to financial partners, banks specialised in trade finance and factors, investment funds and family offices, of expanding their reference market with centralised management of the onboarding processes and

contractual formalisation. A simple tool to proactively manage commercial debt within their supply chains, supporting the liquidity of suppliers in collaboration with a wide range of possible financial partners. Polaris digitalises the main operating processes in the area of reverse factoring, confirming and dynamic discounting, making it possible to include both smaller suppliers and financial partners other than large commercial banks in the support programs of large companies.

AssioPay, focused on the development of software for the world of payments and payment-re-lated systems (meal vouchers and rechargeable), has developed a proprietary platform (gateway) that allows access to various service providers, and has also developed an Android SmartPOS application, able to integrate various issuers and enable payment on international credit circuits in addition to their management software (AssioPay Terminal Management System). AssioPay designs and develops software and Apps for payment, loyalty, ticketing, meal vouchers and many other solutions at Banks, Financial Institutions, System Integrators, service providers, large-scale distribution chains, etc. through customised solutions.

The EIDOS Retail platform is the solution designed to meet the management and tax needs of sales activities. Complete, flexible, intuitive, easy to use even by non-expert operators, it allows to manage sales in physical stores, in B2B, B2C and mobility. It is a solution that makes the multi-channel relationship with Customers its strong point (loyalties, gift cards, customised price lists, promotions, which can be consulted both at the point of sale and online and mobile) but also covers all the business operations associated with the sales activity (procurement, warehouses, inventories, shelf life, returns to Supplier).

The EIDOS Reservation platform handles all types of bookings, with dynamic and automatic inclusions, groups and allotments for tour operators. The system manages all the necessary transactional aspects: reservations, changes, payments, sales invoices and the calculation of commissions due to the Agency. The data can be exchanged with external systems for accounting management.

The DMP platform that, through the MES/MOM module, is able to manage a company's production process that connects the factory to the company management system to give total visibility into the processes relating to production, quality, maintenance and inventory and through the CMMS module is able to control and manage maintenance.

Digital Advisory Division

The Digital Advisory division represents the specialised consulting offer for the digital innovation of large enterprise processes and the public segment of the TXT Group in the field of digitalisation of ICT processes, with proprietary technologies, certifications and software.

The division recorded revenues of € 30.9 million, up +62.5% compared to the first half of 2023, of which € 5.9 million for new acquisitions in 2024 and 2025 and € 6.0 million for organic growth.

The Gross margin was € 10,0 million. The Gross margin on revenues was equal to 32.5%, up com-

pared to 31.9% in the first six months of 2024.

GROUP REVENUES

Research and development costs in the first six months of 2025 amounted to € 11.8 million, up 74.9% from € 6.7 million in the first six months of 2024. TXT continues to invest in its Fintech division with new initiatives and with the development of "Faraday", "Polaris" proprietary products and the Assi-oPay platform and in the Aerospace division with the development of "Pacelab Preliminary design", "Pacelab Flight Profile Optimizer", "Pacelab Aircraft Configuration Environment" and "Pacelab Weavr" proprietary products. The percentage of revenues rose from 4.9% to 6.2% in 2025.

Commercial costs amounted to € 19.1 million, an increase of 66.1% compared to the first six months of 2024 (€ 11.5 million). As a percentage of revenues, commercial costs increased from 8.3% in the first six months of 2024 to 10.1% in the first six months of 2025.

General and administrative costs amounted to € 13.8 million, an increase of +44.6% compared to the first six months of 2024 (€ 9.6 million). As a percentage of revenues, these costs stood at 7.3% in the first six months of 2023 compared to 6.9% in the first six months of 2024.

Financial charges amounted to a negative € 3.9 million compared to € 1.3 million in the first six

months of 2024.

Net profit came to € 10.9 million, up from € 8.0 million in the first six months of 2024. In the first six

months of 2025, taxes accounted for 31.9%. CONSOLIDATED CAPITAL EMPLOYED

As at 30 June 2025, capital employed was € 282.1 million, up € 21.4 million from 31 December 2024

(€ 260.7 million).

Half-yearly financial report as at 30 June 2025

15

Intangible fixed assets increased from € 159.3 million to € 177.0 million, primarily due to the allocation of the provisional goodwill deriving from acquisitions in 2025 (€ 17.4 million), an effect mitigated by amortisation for the period (€ 3.0 million).

Tangible assets, amounting to € 28.6 million, are in line with 31 December 2024. The increases for the period (€ 4.3 million) were partially offset by depreciation for the period (€ 4.5 million).

Other non-current assets of € 19.9 million decreased mainly due to the reclassification of the portion of the equity investment in Banca del Fucino during the disposal phase (€ 7.9 million) under assets available for sale.

Net working capital amounted to € 66.3 million compared to € 55.3 million as at 31 December 2024. The change was € 11.0 million. There was an increase in inventories for work in progress for activities not yet invoiced to customers (€ 7.8 million), and in trade receivables (€ 6.8 million).

Liabilities arising from Post-employment benefits and other non-current liabilities of Italian employees and other non-current liabilities stood at € 9.7 million, up slightly compared to the value as at 31 December 2024 due to the acquisitions in the period.

Consolidated Group shareholders' equity as at 30 June 2025 stood at € 158.0 million, compared to

€ 149.8 million as at December 2024. The changes in the six months mainly concern the recognition of the profit for the period (€ 10.1 million), the purchase to create funding of treasury shares to be used in the acquisitions of equity investments (€ 2.1 million), the sale of treasury shares in the acquisitions that took place between the end of 2024 and the first half of 2025 (€ 3.4 million) and the distribution of dividend income (€ 3.2 million).

Consolidated shareholders' equity as at 30 June 2025 was € 3.0 million, compared to € 2.1 million as at December 2024. The changes in the six months mainly concern the recognition of profit for the period (€ 0.8 million).

On 4 March 2021, the European Securities and Markets Authority (ESMA) published the Guidelines

on disclosure requirements pursuant to EU Regulation 2017/1129 ("Prospectus Regulation").

With the "Recall of attention No. 5/21" of 29 April 2021, CONSOB declared its intention to bring its supervisory practices in relation to the net financial position into line with the aforementioned ESMA guidelines. In particular, CONSOB has declared that the prospectuses approved by it, starting from 5 May 2021, must comply with the aforementioned ESMA Guidelines.

Therefore, based on the new provisions, listed issuers will have to submit, in the explanatory notes to the annual and half-yearly financial statements, published starting from 5 May 2021, a new prospectus on the subject of debt to be drawn up according to the indications contained in paragraphs 175 and following of the aforementioned ESMA Guidelines.

In this regard, the ESMA Guidelines provide for the following main changes to the debt prospectus:

• we no longer speak of "Net financial position", but of "Total financial debt";

• in the context of non-current financial debt, trade payables and other non-current payables must also be included, i.e. payables that are not remunerated, but which have a significant implicit or explicit financing component (for example, payables to suppliers due after 12 months);

• in the context of current financial debt, the current portion of non-current financial debt must be indicated separately;

• "financial debt" includes remunerated debt (i.e., interest-bearing debt), which includes, among other things, financial liabilities relating to short- and/or long-term lease contracts. Information on lease payables must be provided separately.

  Net financial debt (availability) and cost of debt

  Below is a summary of the main phenomena that had an impact on net financial debt which amounted to € 121.8 million as at 30 June 2025, compared to € 108.9 million as at 31 December 2024.

  (€ thousand)	30.06.2025	31.12.2024	Change
  Cash and cash equivalents	(80,169)	(58,250)	(21,919)
  Financial instruments at fair value	(5,737)	(17,283)	11,546
  Short-term financial receivables	(8,224)	(254)	(7,970)
  Liquid assets	(94,130)	(75,788)	(18,343)
  Current financial debt (including debt instruments, but excluding 27,948 32,104 (4,156)
  the current portion of non-current financial debt)
  Current portion of non-current financial debt	40,268	33,554	6,714
  Current financial debt	68,216	65,658	2,558
  Current net financial debt	(25,914)	(10,130)	(15,784)
  Non-current financial debt (excluding current portion and debt in- 146,905 118,993 27,912
  struments)
  Non-current financial payables	831	-	831
  Non-current financial debt	147,736	118,993	28,743
  Total financial debt	121,822	108,863	12,958
  Non-monetary debts for adjustment of the
  price of the acquisitions to be paid in TXT shares	-	(380)	380
  Financial investment - Banca Del Fucino	(9,498)	(17,778)	8,280

  Adj. Net Available Financial Resources 112,323 90,705 21,618

  Below is the breakdown of the debt referred to the application of IFRS 16:

  (€ thousand)	30.06.2025	31.12.2024	Change
  Debt referred to IFRS 16	(15,161)	(15,140)	(22)

  The composition of Net Financial Debt as at 30 June 2025 is as follows:

  • Cash and cash equivalents of € 80.2 million are mainly in euro, held with major Italian

    banks.

  • Financial instruments at fair value for € 5.7 million are comprised by investments in multi-segment insurance funds with partial capital guarantee and a bond loan.

    Short-term financial receivables of € 8.2 million consisting of € 7.9 million in shares of Banca del Fucino. On 18 June, a binding agreement was signed for the sale of a stake held in Banca del Fucino. The sale will be completed by the end of the third quarter.

  • Current financial debt (including debt instruments, and excluding the current portion of non-current financial debt) as at 30 June 2025 was € 27.9 million and refers (a) for € 19.4 million to short-term loans (hot money), (b) for € 5.7 million to the short-term portion of the debt for the payment of rental and lease for offices, cars and printers for all instalments until the end of the relevant contracts following the adoption of IFRS 16, (c) for € 0.7 million to the estimated outlay for Earn-Out of the shareholders of TXT Novigo S.r.l., (d) for € 0.3 million in relation to the estimated outlay for Earn-Out of the shareholders of FastCode S.p.A., (e) for € 0.3 million relating to debts for financed projects, (f) for € 0.2 million relating to the estimated outlay for Earn-Out of the shareholders of Valor Plus S.r.l., (g) for € 0.2 million relating to the long-term portion of the Put/Call option linked to TXT Risk Solutions Srl after the renegotiation and (h) for € 1.2 million for financial payables.

  • The Current portion of non-current financial debt of € 40.3 million refers to the short-term portion of medium/long-term bank loans.

  • Non-current financial debt (excluding the current portion and debt instruments) as at 30 June 2025 of € 146.9 million related to (a) for € 126.7 million for the portion of medium/long-term loans for the portion with a maturity of more than 12 months; (b) for € 9.5 million for the medium/long-term portion of the debt for the payment of rent and lease of offices, cars and printers for all instalments until the end of the relevant contracts based on the adoption of IFRS 16; (c) € 1.3 million for the estimated outlay for the Earn-Out of Gruppo Imille's shareholders; (d) for € 0.6 million for the estimated additional outlays for exercising the Put/Call option in the 2023-2026 period for the purchase of the remaining 49% of the shares of TXT Arcan S.r.l.; (e) for € 1.0 million for the estimated outlay for the Earn-Out relating to the acquisition of PACE Canada; (f) for € 5.0 million for the estimated outlay for the Earn-

    Out relating to the acquisition of Refine, (g) for € 0.3 million for the estimated outlay for the Earn-Out of Focus PLM and (h) for € 2.5 million for the estimated outlay for the Earn-Out for the acquisition of IT Values.

  • Non-current financial payables of € 0.8 million refer to the payable for hedging the interest

rate risk (fair value Interest Rate Swap).

Medium/long-term loans were taken out by the Parent Company TXT e-solutions S.p.A. in 2018, 2021, 2022, 2023, 2024 and 2025, by the subsidiary TXT Assioma between 2018 and 2019, by the subsidiary TeraTron GmbH in 2019, by the subsidiary Novigo Consulting (now TXT Novigo) in 2019, by the subsidiary DM Management & Consulting, by the subsidiary Soluzioni Prodotti Sistema, by the subsidiary Ennova S.p.A., by the subsidiary Imille S.r.l. and by the subsidiary WebGenesys S.p.A., all in Euro without guarantees. For more details, please refer to notes 6.13 and 6.16.

In line with market practice, the loan agreements require compliance with:

1. financial covenants based on which the company undertakes to comply with certain levels of financial indexes, contractually defined, the most significant of which relate the gross or net financial debt with the gross operating margin (EBITDA) or the Shareholders' equity, measured on the basis of the consolidated scope of the Group according to the definitions agreed upon with the financing counterparties;

2. negative pledge commitments under which the company cannot create real rights of guarantee or other restrictions on company assets;

3. "pari passu" clauses, on the basis of which the loans will have the same degree of priority in the repayment with respect to other financial liabilities and change of control clauses, which are activated in the event of disinvestments by the majority shareholder;

4. limitations to the extraordinary transactions that the company can carry out, if exceeding certain thresholds;

5. certain obligations for the issuer that limit, inter alia, the ability to pay particular dividends or distribute capital; to merge with or consolidate certain businesses; to dispose of or transfer its assets.

   The measurement of financial covenants and other contractual obligations is constantly monitored by the Group. In particular, the financial covenants are measured on an annual basis as provided for contractually.

   Q2 2025 ANALYSIS

   The analysis of the operating results for the second quarter of 2025, compared with those of the second quarter of the previous year, is presented below:

   (€ thousand)	Q2 2025	%	Q2 2024	%	% Change
   REVENUES	96,941	100	71,067	100	36.4

   Direct costs	55,409	57.2	47,570	66.9	16.5
   GROSS MARGIN	41,515	42.8	23,497	33.1	76.7
   Research and development costs	6,721	6.9	3,396	4.8	97.9
   Commercial costs	13,035	13.4	6,663	9.4	95.6
   General and administrative costs	7,578	7.8	4,694	6.6	61.1
   GROSS OPERATING PROFIT (EBITDA)	14,198	14.6	8,744	12.3	62.4
   Depreciation, amortisation and impairment	4,023	4.2	2,699	3.8	49.1
   OPERATING PROFIT (EBIT)	10,175	10.5	6,045	8.5	68.3
   Extraordinary/Financial income (charges)	(1,919)	(2.0)	(957)	(1.3)	100.5
   Share of profit (loss) of associates	(106)	(0.2)	-	0.0	#DIV/0!
   EARNINGS BEFORE TAXES (EBT)	8,149	8.4	5,088	7.2	60.2
   Taxes	(2,802)	(2.9)	(1,241)	(1.7)	125.8
   NET PROFIT	5,347	5.5	3,847	5.4	39.0
   Attributable to: Parent Company shareholders	5,004		3,849
   Minority interests	343		(3)

   Performance compared to the second quarter of the previous year was as follows:

   • Net revenues amounted to € 96.9 million, an increase of 36.4% compared to the second quarter of 2024 (€ 71.1 million).

   • The Gross margin for the second quarter of 2025 was € 41.5 million, up 76.7% from the second quarter of 2024 (€ 23.5 million). As a percentage of revenues, the margin amounted to 42.8% compared to 33.1% in second quarter of 2024 due to the higher percentage of revenues generated by services.

   • EBITDA in the second quarter of 2025 was € 10.2 million, up 12.3% compared to the second quarter of 2024 (€ 8.7 million). The margin on revenues was 14.6% compared to 12.3% in second quarter of 2025.

   • Operating profit (EBIT) was € 10.2 million, up 8.5% from the second quarter of 2024 (€ 6.0

     million)

   • Pre-tax profit was € 8.1 million, compared to € 5.1 million in the second quarter of 2024.

   • Net profit was € 5.3 million compared to € 3.9 million in the second quarter of 2024.

EMPLOYEES

As at 30 June 2025, there were 3,412 employees (2,913 as at 30 June 2024).

PERFORMANCE OF TXT STOCK, TREASURY SHARES AND EVOLUTION OF SHAREHOLDERS AND DIRECTORS

In the first six months of 2025, the TXT e-solutions share price recorded an official high of € 41.35 on 25 February 2025 and a low of € 28.75 on 4 April 2025. As at 30 June 2025, the share price was €

34.35.

The average daily trading volume on the stock exchange in the first six months of 2025 was 27,536 shares, up from the daily average of 21,948 in 2024.

Treasury shares as at 30 June 2025 totalled 280,171 (314,435 as at 31 December 2024), representing 2.1541% of the issued shares at an average carrying amount of € 3.95 per share. In the first six months of 2025, 60,931 shares were purchased at an average price of € 35.26.

On 1 April 2025, 80,857 treasury shares were transferred at the agreed price of € 37.10 per share to fulfil the payment commitments undertaken by TXT under the purchase agreement signed on 1 April 2025 for the acquisition of 100% of IT Values S.r.l..

On 1 April 2025, 14,340 treasury shares were transferred at the agreed price of € 26.50 per share to fulfil the payment commitments undertaken by TXT under the purchase agreement signed for the acquisition of 100% of Focus PLM S.r.l..

In order to provide regular updates on the Company, an email-based communication channel is operational (txtinvestor@txtgroup.com). Everyone can sign up for this service in order to receive, in addition to press releases, specific communications to Investors and Shareholders.

DISCLOSURE ON TRANSACTIONS WITH RELATED PARTIES

No transactions outside the normal course of business were carried out with related parties. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD AND OUTLOOK

During the second quarter of the current year and in the period immediately following its closure, the TXT Group successfully continued to implement its Business Plan, publicly presented on Capital Market Day on 27 May 2025.

The TXT Business Plan is based on a combined strategy of organic growth and selective investments in high-potential technologies, with the aim of strengthening the Group's competitive positioning in the highest-margin segments.

At consolidated level, for the second half of the year, TXT management expects the growth trend in revenues and margins recorded in the first half of 2025 to continue, confirming the initial guidance that forecasts organic growth in revenues of more than 8% and an EBITDA margin of more than 14%.

In relation to the continuous development of the M&A plan, it should be noted that on 3 July 2025 TXT announced the acquisition of a minority stake in Altilia S.r.l., an Italian deep-tech company and leader in Artificial Intelligence for intelligent automation of documentary and decision-making processes. The agreement provides for options for the acquisition of the majority of the share capital of Altilia in the coming years, in line with the external growth strategy of the TXT Group. Founded as a spin-off of the CNR (National Research Council),

whose growth was funded and supported by CDP Venture Capital, Altilia has developed Altilia Intelligent Automation, a no-code AI platform that allows the automation of complex processes in the digital finance, insurance, legal and public management domains. The transaction will allow TXT to integrate Altilia's proprietary technology into its digital transformation projects, accelerating the adoption of AI-based solutions in regulated sectors with high demand for digitalisation of complex processes. The opening investment by TXT in Altilia consists of a capital increase in favour of Altilia for a value of € 1 million, in respect of which TXT will hold approximately 10% of Altilia. The investment contract provides additional options in favour of TXT that will allow the latter to increase its stake in Altilia up to 100%. The transaction is subject to the usual closing conditions and will be completed by the third quarter of 2025.

With reference to the evolution of the Group's financial structure and capital allocation, it should be noted that, on 18 June, an agreement was signed for the sale of a portion of the stake held by TXT in Banca del Fucino, at a value substantially in line with the relative book value. The sale, for an agreed total value of € 8.3 million, will be completed in the third quarter of 2025.

The sale of the residual share that will be held by TXT in Banca del Fucino following the aforementioned transaction, whose current book value is € 9.5 million, is expected within the next twelve months.

In the current global geopolitical scenario, characterised by instability linked to military conflicts in Ukraine and the Middle East and the escalation of the trade war resulting from the protectionist policies of the new US presidency - which recently introduced duties on imports from the EU - the Board of Directors of TXT currently identifies risks that can be mitigated in the short term. These risks are limited both due to the marginal and non-strategic exposure of the TXT business in the areas affected by the conflicts, and to the nature of the IT services provided by TXT in the United States, which are currently not subject to duties.

In relation to exposure to contracts with customers in dollars that account for approximately 5% of the Group's business - only partially offset by costs denominated in the same currency

- the depreciation of the dollar had a negative impact on the development of the top line and on the margins of first half, with contained effects thanks to the limited incidence on the total volumes of the Group. For the second half of the year, TXT's management expects a negative currency impact in line with that recorded in the first half of the year. If exchange rate volatility persists also in the months to come, the Group will evaluate the adoption of exchange rate risk hedging instruments.

The manager responsible for preparing corporate accounting documents

The Chair of the Board of Directors

Eugenio Forcinito Enrico Magni

Cologno Monzese, 7 August 2025

TXT E-SOLUTIONS GROUP

CONDENSED HALF-YEARLY CONSOLIDATED FINANCIAL STATEMENTS

Half-yearly financial report as at 30 June 2025 24

AS AT 30 JUNE 2025

‌Consolidated Balance Sheet

ASSETS

Notes

30.06.2025

Of which with related parties

31.12.2024

Of which with related parties

NON-CURRENT ASSETS

Goodwill 6.1 153,919,547 137,557,218

Intangible assets with a finite useful life 6.2 23,051,219 21,696,994

Property, plant and equipment 6.3 28,641,607 28,840,400

Investments in associates 6.4 6,287,907 5,210,147

Other non-recurring financial receivables 6.5 12,399,344 20,594,454

Deferred tax assets 6.6 1,202,114 701,868

214,601,081

225,501,738

TOTAL NON-CURRENT ASSETS

26,506,470

19,889,365

Other non-current assets

CURRENT ASSETS

Contract assets 6.7 31,499,900 23,737,120

Trade receivables 6.8 120,834,098 325,568 114,054,464 386,522

Sundry receivables and other current assets 6.9 19,644,659 18,549,941 847,652

Other short-term financial receivables 6.10 1,175,614 797,652 1,902,002 400,000

HFT securities at fair value 6.11 5,737,382 17,283,062

Cash and cash equivalents 6.12 80,168,946 58,250,199

‌Consolidated Income Statement

‌Consolidated Statement of Comprehensive Income

‌Company segment information

‌Consolidated Statement of Cash Flows

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