Interim Management Report

As at 30 September 2025

‌TXT E-SOLUTIONS S.P.A.

Registered office, management, and administration: Via Milano, 150 - 20093 Cologno Monzese (MI)

Share capital:

€6,503,125 fully paid-in

Tax code and Milan Business Register No.: 09768170152

BOARD OF DIRECTORS

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

ENRICO MAGNI

Chief Executive Officer

MATTEO MAGNI

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.

   
   
   

   BOARD OF STATUTORY AUDITORS

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

   FRANCESCO MARIA SCORNAJENCHI

   FRANCO VERGANI

   
   
   

   ELISABETTA BOMBAGLIO

   FABIO MARIA

   EDDA DELON

   
   
   

   Independent Auditors:

   Crowe Bompani Assurance Services SpA Investors relations:

   E-mail: infofinance@txtgroup.com

   Telefono: +39 02 25771.1

   ‌Leadership Team

   An experienced entrepreneur with a 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

   TXT Group Organisational Structure 5

   TXT Group - Key data 7

   Directors' report on operations for the year 2025 9

   ‌TXT Group Organisational Structure

   
   
   TXT E-SOLUTIONS GROUP

   KEY DATA AND DIRECTORS'

   REPORT

   ON OPERATIONS

   Interim Management Report as at 30 September 2025 6

   AS AT 30 SEPTEMBER 2025

   
   
   

   ‌TXT Group - Key data

   Income data

   (€ thousand)

   30.09.2025 %

   30.09.2024

   %

   VAR %

   REVENUES 281,499 100.0 219,564 100.0 28.2

   EBITDA 41,124 14.6 28,030 12.8 46.7

   Net Profit 27,078 9.6 19,311 8.8 40.2

   Net Profit 15,375 5.5 11,968 5.5 28.5

   Net Profit 14,456 5.1 11,985 5.5 20.6

   Financial data

   (€ thousand)

   30.09.2025

   31.12.2024

   Var

   Fixed assets 230,904 214,601 16,303

   Net working capital 73,649 55,287 18,362

   Severance & other non-current liabilities (11,022) (9,200) (1,823)

   Capital employed 293,531 260,688 32,843

   Net Financial Position - Cash 129,243 108,863 20,380

   Shareholder's equity 161,151 149,764 11,387

   Shareholders' Equity attributable to minority interests 3,136 2,061 1,075

   Data per share (in € ) 30.09.2025 31.12.2024 Var

   Number of shares outstanding 12,698,200 12,833,624 (135,424)

   Operating profit per share 1.14 1.24 (0.10)

   Additional information 30.09.2025 31.12.2024 Var

   Shareholder's equity per share 12.69 11.67 1.02

   Number of employees 3,345 3,282 63

   TXT share price 30.20 35.10 (4.90)

   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 THE FIRST NINE MONTH OF 2025

   Dear Shareholders,

   The third quarter of 2025 confirms the Group's significant growth, also driven by the consolidation

   of recent acquisitions.

   On March 5, 2025, a binding investment agreement was signed for the acquisition of 100% of the capital of IT Values S.r.l. ("IT Values"). The closing of this transaction was completed on April 1, 2025. IT Values was incorporated in Rome in 2022 as an IT company specializing in the creation of innovative software solutions tailored to the enterprise and public markets. The mission of IT Values is to offer cutting-edge solutions for the digitization of processes that emphasize integration and security, thereby responding to the complex and continuously evolving needs of public administrations and modern enterprises.

   Currently, IT Values' offering focuses on the development and sale of flexible and integrated applications that evolve alongside customers' businesses, ensuring high performance, advanced security standards, and maximum reliability through enabling technologies integrated into its proprietary Smart Solutions suite, such as cybersecurity and artificial intelligence. IT Values has over 20 specialised in-house professionals, primarily developers and digital innovation experts, with projected revenues exceeding €5.0 million for 2025 and an expected EBITDA margin of over 40%. For 2025 and the following two years, the industrial plan shared with IT Values' management outlines accelerated business growth, with significant revenue expansion targets (CAGR > 25%), driven by an existing order backlog exceeding €5 million and the synergistic integration of IT Values' Smart Solutions and innovative expertise within TXT's ecosystem. Strong synergies are expected within the Public Sector segment, where the Group's companies WebGenesys and HSPI will act as partners for distributing IT Values' innovative solutions and related services. The agreed purchase price for 100% of IT Values, paid at closing, net of earn-outs, claw-back provisions, and the Net Financial Position (which is been settled in cash), has been set at €15.0 million. Of this amount, €12.0 million (80%) will be paid in cash, while €3.0 million (20%) will be paid in TXT e-solutions S.p.A. shares, which will be issued at a price corresponding to the average stock price over the 30 trading days preceding the closing date. At closing, the Enterprise Value multiple recognised for IT Values' shareholders is approximately 6x the 2024 Adjusted EBITDA (excluding earn-outs).

   On July 3, 2025, 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 document and decision-making processes, was announced. On September 5, 2025, following the fulfillment of the contractual conditions and in line with the previously announced timeline, the acquisition was finalized. The agreement includes options for the progressive acquisition of additional shares in Altilia, which could lead TXT to hold up to 100% of the company's share capital, consistent with the Group's external growth strategy.

   Founded as a spin-off of the National Research Council (CNR) and financed and supported in its growth by CDP Venture Capital, Altilia has developed Altilia Intelligent Automation, a no-code AI platform enabling the automation of complex processes in digital finance, insurance, legal, and public administration. The company is recognized for its ability to combine NLP, machine learning, and knowledge graph technologies into scalable and transparent solutions.

   This 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 the digitalization of complex processes.

   The initial investment by TXT in Altilia consists of a capital increase in favor of Altilia amounting to

   €1 million, through which TXT holds approximately 10% of Altilia's share capital.

   On August 9, 2025, TXT Media was established, with TXT holding a 40% stake. PUT/CALL options have been agreed upon, allowing TXT to increase its ownership up to 100% based on results achieved through 2027.

   Headquartered in Dubai, the company is designed to develop innovative solutions in the field of digital advertising and new media, supporting international brands and enterprises. TXT Media will operate as a strategic hub for the MENA region, CIS countries, South Africa, and selected markets in the APAC area, with the goal of strengthening the Group's presence in regions with the highest growth potential.

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

   • Revenues: Revenues amounted to € 281.5 million, an increase of 28,2% compared to € 219.6 million in the first nine months of 2024.

     The Software Engineering Division recorded revenues of €169.7 million, representing a 17% increase compared to the first nine months of 2024.

     The Smart Solutions Division achieved revenues of €64.1 million, marking a 46% growth

     compared to the first nine months of 2024.

     The Digital Advisory Division reported revenues of €47.8 million, reflecting a 55.6% increase compared to the first nine months of 2024.

   • The Gross Margin, net of direct costs, increased from €71.5 million to €106.7 million, representing a 49.2% growth. The gross margin as a percentage of revenues reached 37.9%, up from 32.6% in the first nine months of 2024.

   • EBITDA amounted to €41.1 million, representing a 46.7% increase compared to the first nine months of 2024 (€28 million), after investments in commercial expenses and research & development. The EBITDA margin on revenue reached 14.6%, up from 12.8% in the first nine months of 2024.

   • Operating Profit (EBIT) amounted to €27.1 million, representing a 40.2% increase compared to the first nine months of 2024 (€19.3 million). Depreciation and amortization totaled €14.0 million, up €5.6 million compared to the first nine months of 2024.

   • Financial Expenses net of financial income, were negative for €4.7 million, compared to negative €2.1 million in the first nine months of 2024.

   • Net Profit amounted to €15.4 million, up from €12 million in the first nine months of 2024. In

     the first nine months of 2025, taxes accounted for 30.8% of profit.

   • The Consolidated Net Financial debt as of September 30, 2025 was positive at €129.2 million, up from €108.9 million as of December 31, 2024.

   • Consolidated Shareholders' Equity as of September 30, 2025 amounted to €161.2 million, compared to €149.8 million as of December 2024. The main movements are attributable to the recognition of net profit (€14.5 million), the net effect of share buybacks and sales (€0.4 million), the distribution of dividends (€3.2 million), the valuation of the Cash Flow Hedge reserve, and the impact of changes in translation reserves related to the consolidation of foreign currency financial statements within the Group.

   • Non-Controlling Interests: As of September 30, 2025 amounted to €3.1 million, compared to

     €2.1 million as of December 2024.

     The consolidated economic results of TXT for the first nine months of 2025, compared with those of the same period in 2024, are reported above.

     € thousand	9m 2025	%	9m 2024	%	Var %
     REVENUES	281,499	100	219,564	100	28.2
     Direct costs	174,781	62.1	148,048	67.4	18.1
     GROSS MARGIN	106,718	37.9	71,516	32.6	49.2
     Research and Development costs	17,786	6.3	10,464	4.8	70.0
     Commercial costs	27,360	9.7	18,683	8.5	46.4
     General and Administrative costs	20,448	7.3	14,339	6.5	42.6
     EBITDA	41,124	14.6	28,030	12.8	46.7
     Depreciation	13,392	4.8	8,357	3.8	60.2
     Reorganisation charges	654	0.4	0	0.0	0.0
     OPERATING PROFIT (EBIT)	27,078	9.6	19,311	8.8	40.2
     Financial income (charges)	(4,693)	(1.7)	(2,081)	(0.9)	125.5
     Share of profit (loss) of associates	(171)	(0.1)	(504)	(0.3)	(66.1)
     EARNINGS BEFORE TAXES (EBT)	22,214	7.9	16,726	7.6	32.8
     Taxes	(6,840)	(2.4)	(4,758)	(2.2)	43.8
     NET PROFIT	15,375	5.5	11,968	5.5	28.5
     Attributable to: Parent Company shareholders	14,456		11,985
     Minority interests	919		(17)

     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.

   The revenues and direct costs for the first nine months of 2025, compared with those of the first nine months of 2024 for each Division, are reported below:

   € thousand	30.09.2025	%		30.09.2024	%		Var %
   SOFTWARE ENGINEERING
   Revenues	169,660		100.0	144,979		100.0	17.0
   Direct costs	116,275		68.5	109,577		75.6	6.1
   Gross margin	53,384		31.5	35,402		24.4	50.8
   SMART SOLUTIONS
   Revenues	64,077		100.0	43,883		100.0	46.0
   Direct costs	25,729		40.2	17,657		40.2	45.7
   Gross margin	38,349		59.8	26,226		59.8	46.2
   DIGITAL ADVISORY
   Revenues	47,762		100.0	30,702		100.0	55.6
   Direct costs	32,777		68.6	20,814		67.8	57.5
   Gross margin	14,985		31.4	9,888		32.2	51.5

   TOTAL TXT
   Revenues	281,499	100.0	219,564	100	28.2

   Direct costs	174,780	62.1	148,048	67.4	18.1
   Gross margin	106,718	37.9	71,516	32.6	49.2

   Software Engineering Division

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

   aimed at product innovation and servitization, driven by expertise in enabling technologies.

   The Division recorded revenues of €169.7 million, up 17.0% compared to the first nine months of 2024.

   International revenues accounted for approximately 5.2% of the Division's total revenues.

   Gross margin for the first nine months of 2025 increased by 50.8% to €53.4 million, compared to

   €35.4 million in the same period of 2024. The gross margin as a percentage of revenues was 31.5%,

   up from 24.4% in the first nine 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 recent acquisitions. In particular, the Telco and Gaming sectors will benefit from TXT Group's innovative expertise in enabling technologies such as AI, Data Analytics, VR/AR/XR, and Quality Assurance, which are experiencing growing demand across an increasingly broad range of industries.

   Smart Solutions Division

   The Smart Solutions Division represents TXT Group's offering of proprietary software, solutions, and related services aimed at accelerating clients' digital transformation.

   The Division recorded revenues of €64.1 million, up 46.0% compared to the first nine months of 2024, of which €15.5 million were attributable to the consolidation of last year's acquisitions. International revenues accounted for 52.9% of the Division's total revenues, amounting to €33.9 million as of September 30, 2025.

   Gross margin was €38.3 million, up 46.2% compared to the first nine months of 2024 (€26.2 million). The gross margin as a percentage of revenues stood at 59.8% in the first nine months of 2025, in line with the 59.8% recorded in the same period of 2024.

   TXT has historically operated in the financial and banking sector with a growing portfolio of proprietary products and innovative solutions. It is also specialized in the Independent Verification & Validation of the IT systems that support them. At the core of its offering is over twenty years of market process experience gained alongside leading banking institutions, combined with deep expertise in methodologies and tools for managing specialized vertical processes such as NPL, digital payments, factoring, and compliance.

   Digital Advisory Division

   The Digital Advisory Division represents TXT Group's specialized consulting offering for the digital innovation of processes within large enterprises and the public sector. It is focused on the digitization of ICT processes through proprietary technologies, certifications, and software.

   The Division recorded revenues of €47.8 million, an increase of 55.6% compared to the first nine months of 2024. International revenues account for approximately 3.3% of the Division's total.

   The gross margin stood at €15 million, with a margin incidence on revenues of 31.4%. Group Earnings Performance

   Research and development expenses in the first nine months of 2025 amounted to €17.8 million, up from €10.5 million in the first nine months of 2024. TXT continues to invest in new initiatives and in the development of proprietary products such as Faraday, Polaris, the Assiopay platform, and within the Aerospace division, Pacelab Preliminary Design, Pacelab Flight Profile Optimizer, Pacelab Aircraft Configuration Environment, and Pacelab Weavr. The incidence on revenues was 6.3%.

   Commercial expenses amounted to €27.4 million, an increase of 46.4% increase compared to the first nine months of 2024 (€18.7 million). As a percentage of revenues, commercial costs increased from 8.5% in the first nine months of 2024 to 9.7% in the first nine months of 2025.

   General and administrative expenses amounted to €20.4 million, up 42.6% compared to the first nine months of 2024 (€14.3 million), mainly due to the consolidation of acquisitions and non-re-curring expenses related to ongoing acquisition processes. As a percentage on revenues, these costs stood at 7.3% in the first nine months of 2025, compared to 6.5% in the same period of 2024.

   Financial expenses amounted to €4.7 million, compared to €2.1 million in the first nine months of 2024.

   Net profit was €15.4 million, up from €12 million in the first nine months of 2024. Taxes accounted

   for 30,8%.

   CONSOLIDATED INVESTED CAPITAL

   As of September 30, 2025, the Invested Capital amounts to € 293,5 million, an increase of € 32,8 million compared to December 31, 2024 (€260.7 million).

   The details are provided in the following table:

   € thousand 30.09.2025		31.12.2024		Change
   Intangible assets	177,239	159,254		17,985
   Tangible assets	32,781	28,840		3,941
   Other fixed assets	20,884	26,506		(5,622)
   Fixed Assets	230,904	214,601		16,303
   Inventories	34,615	23,737		10,878
   Trade receivables	125,620	114,054		11,566

   Interim Management Report as at 30 September 2025

   14

   
   
   

   Other short term assets	22,874	20,198		2,676
   Trade payables	(40,990)	(43,342)		2,352
   Tax payables	(17,761)	(10,879)		(6,882)
   Other payables and short term liabilities	(50,710)	(48,481)		(2,229)
   Net working capital	73,649	55,287		18,362
   Severance and other non current liabilities	(11,022)	(9,200)		(1,822)
   Capital employed - Continuing Operations	293,531	260,688		32,843
   Shareholders' equity	161,151	149,764		11,387
   Shareholders' equity - minority interest	3,136	2,061		1,075
   Net financial debt	129,243	108,863		20,380
   Financing of capital employed	293,531	260,688		32,843

   Intangible assets increased from €159.3 million to €177.2 million, mainly due to €17.4 million of provisional goodwill allocation arising from acquisitions completed in 2025, partially offset by amortisation for the period (€6.4 million).

   Tangible assets, amounting to €32.8 million, up compared to December 31, 2024. Increase during

   the period (€11.0 million) were partially offset by depreciation charges (€7.0 million).

   Other fixed assets, amounting to €20.9 million, decreased compared to December 31, 2024 (€26.5 million). The reduction is mainly attributable to the reclassification of the stake in Banca del Fucino (€7.9 million), currently in the process of disposal, to assets held for sale.

   Net working capital amounts to €73.6 million, compared to €55.3 million as of December 31, 2024. The change of €17.4 million reflects, in particular, an increase in inventories related to work in progress for activities not yet invoiced to customers (€10.9 million), as well as the net effect of the increase in trade receivables (€11.6 million).

   Liabilities arising from Post-employment benefits and other non-current liabilities amounted to

   €11.0 million compared to €9.2 million as of December 31, 2024. As at 30 September 2025, an amount of €0.9 million was allocated to the provisions for risks and charges in connection with a tax audit report ("PVC") notified to a subsidiary for the fiscal years 2020 and 2021 (prior to the acquisition by TXT). As of the reporting date, the potential liability is estimated at €0.9 million, inclusive of additional taxes, penalties and interest. Consequently, an appropriate provision for risks has been recognized, together with a receivable of an equivalent amount, pursuant to the guarantees provided by the sellers under the share purchase agreement for the acquisition of the subsidiary.

   The Group's consolidated shareholders' equity as of September 30, 2025, stood at €161.2 million, compared to €149.8 million as of December 2024. The movements are mainly attributable to the recognition of net profit (€14.5 million), the net effect of the repurchase of treasury shares (€0.4

   million), the distribution of dividends (€3.2 million), and changes in translation reserves arising from

   the Group's foreign currency financial statements and fair value swaps.

   Non-controlling interests as of September 30, 2025, amount to €3.1 million, up €1.1 million compared to December 31, 2024. The increase is mainly attributable to the recognition of minority profit for the first nine months of 2025.

   The European Securities and Markets Authority (ESMA) published on 4 March 2021 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 deb, as of September 30, 2025, is structured as follows:

   (€ thousand)	30.09.2025	31.12.2024	Var
   Cash and cash equivalents	(83.014)	(58,250)	(24.764)
   Financial instruments at fair value	(11.827)	(17,283)	5.456
   Current Financial Asset	(8.225)	(254)	(7.971)
   Liquid assets	(103.066)	(75,787)	(27.279)

   Current financial debt (including debt instruments, but excluding the current portion of non-current financial debt)

   27.855 32,104 (4.249)

   Current portion of non-current financial debt	41.696	33,554	8.142
   Current financial debt	69.551	65,658	3.893
   Current net financial debt	(33.515)	(10,130)	(23.386)
   Non-current financial debt (excluding current portion and debt instru- ments)	162.206	118,993	43.213
   Debt instruments	-	-	-
   Non Current Financial Asset	552	-	552
   Trade payables and other non-current payables	-	-	-
   Non-current financial debt	162.758	118,993	43.765
   Total financial debt	129.243	108,863	20.380
   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	119.745	90,705	29.039

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

   (€ thousand)	30.09.2025	31.12.2024	Var
   Debt referred to IFRS 16	(18.563)	(15.140)	(3.423)

   The composition of the Net Financial Indebtedness as of September 30, 2025 is structured as follows:

   • Cash and cash equivalents: €83.0 million, held primarily in euros at major Italian banks.

   • Financial instruments at fair value: €11.8 million, consisting of investments in multi-segment insurance funds with partial guaranteed capital, a bond loan and government and securities and bonds with a medium-low risk profile.

   • Current Financial Asset: €8.2 million, of which €7.9 million relate to shares in Banca del Fucino. On June 18, a binding agreement was signed for the disposal of a stake held in Banca del Fucino.

   • Current financial debt (including debt instruments but excluding the current portion of non-current financial debt) as of September 30, 2025 amounts to €27.9 million, which includes

     (a) €19.4 million in short-term borrowings (hot money); (b) €6.8 million for the short-term portion of lease liabilities relating to offices, cars, and printers, recognized in accordance with IFRS 16; (c) €0.3 million in financing received from the European Commission; (d) €0.3 million relating to the estimated earn-out payable to the shareholders of FastCode S.p.A.;

     (e) €0.7 million relating to the estimated earn-out payable to the shareholders of TXT Novigo; (f) €0.2 million for the long-term portion of the Put/Call option related to TXT Risk Solutions S.r.l. following renegotiation; (g) €0.2 million relating to the estimated earn-out payable to the shareholders of Valor Plus S.r.l.

   • The current portion of non-current financial debt of €41.7 million, refers to the short-term component of medium/long term bank loans.

   • Non-current financial debt (excluding the current portion and debt instruments) as of September 30, 2025 amounts to €62.2 million, which includes (a) €139.9 million in new medium/long-term loans maturing beyond 12 months; (b) €11.8 million for the medium/long-term portion of lease liabilities relating to offices, cars, and printers, recognized in accordance with IFRS 16; (c) €0.6 million as the estimated outlay for the exercise of the Put/Call option during 2023-2026 for the purchase of the remaining 49% of TXT Arcan S.r.l.; (d) €5.0 million for the estimated earn-out relating to the acquisition of Refine Direct; (e) €1.4 million for the estimated earn-out relating to the acquisition of the Imille Group; (f) €0.3 million for the estimated earn-out relating to the acquisition of Focus PLM; (g) €2.5 million for the estimated earn-out relating to the acquisition of IT Values; (h) for €0.7 million related to other financial liabilities.

   • Non-current financial liabilities of €0.6 million, relating to debt for interest rate risk hedging (fair value Interest Rate Swap).

     Medium and long-term borrowings are all in Euro,, with a residual amount as of September 30,

     2025 of €181.6 million. In particular:

   • TXT e-solutions S.p.A. (the parent company) in 2018, 2021, 2022, 2023, 2024, and 2025 for

     €165.8 million;

   • TXT Assioma S.r.l. between 2018 and 2019 for €0.1 million;

   • TeraTron GmbH in 2019 for €1.1 million;

   • TXT Novigo S.r.l. in 2019 for €0.1 million;

   • TXT e-tech S.r.l. in 2024 and 2025 for €4.4 million;

   • Ennova S.p.A. in 2021 and 2025 for €8.9 million;

   • Soluzioni Prodotti Sistemi S.r.l. in 2019 for €0.5 million;

   • Imille Società Benefit S.r.l. for €0.2 million;

   • Webgenesys S.p.A. for €0.5 million.

   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.

      The non-compliance with the covenants and the other contractual commitments, if not adequately corrected within the agreed upon time frame, may involve the obligation of an early repayment of the residual amount.

      THIRD QUARTER 2025 ANALYSIS

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

      € thousand	Q3 2025	%	Q3 2024	%	Var %
      REVENUES	92,404	100	81,370	100	13.6
      Direct costs	57,958	62.7	55,151	67.8	5.1
      GROSS MARGIN	34,446	37.3	26,219	32.2	31.4
      Research and Development costs	6,006	6.5	3,726	4.6	61.2
      Commercial costs	8,256	8.9	7,184	8.8	14.9
      General and Administrative costs	6,601	7.1	4,775	5.9	38.2
      EBITDA	13,583	14.7	10,534	12.9	28.9
      Depreciation	6,427	7.0	3,351	4.1	91.8
      OPERATING PROFIT (EBIT)	7,157	7.7	7,183	8.8	(0.4)
      Financial income (charges)	(883)	(1.0)	(1,239)	(1.5)	(28.7)
      Non-recurrent financial income (charges)	(42)	(0.1)	-	0.0	0.0
      EARNINGS BEFORE TAXES (EBT)	6,232	6.7	5,944	7.3	4.8
      Taxes	(1,737)	(1.9)	(1,928)	(2.4)	(9.9)
      NET PROFIT	4,495	4.9	4,016	4.9	11.9
      Attributable to: Parent Company shareholders	4,408		4,031
      Minority interests	87		(15)

      The performance compared to the third quarter of the previous year was as follows:

      • Net revenues amounted to €92.4 million, up 13.6% compared to the third quarter of 2024 (€81.4 million).

      • Gross margin in the third quarter of 2025 was €34.4 million, up 31.4% compared to the third quarter of 2024 (€26.2 million). The margin on revenues was 37.3% compared to 31.4% in the third quarter of 2024, mainly due to a higher proportion of services in the revenue mix.

      • EBITDA in the third quarter of 2025 was €13.6 million, up 28.9% compared to the third quarter of 2024 (€10.5 million). The margin on revenues was 14.7% compared to 12.9% in the third quarter of 2024.

      • Operating profit (EBIT) was €7.2 million, down 0.4% compared to the third quarter of 2024 (€7.2 million).

      • Pre-Tax profit was €6.3 million, compared to €5.9 million in the third quarter of 2024.

      • Net profit was €4.5 million, compared to €4.0 million in the third quarter of 2024.

EMPLOYEES

As of September 30, 2025, the company employed 3,345 people, representing a net increase of 63 employees compared to the workforce of 3,282 at December 31, 2024.

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

During 2025, the TXT e-solutions stock recorded an official maximum price of €41.35 on February 25, 2025, and a minimum price of €28.75 on April 04, 2025. As of September 30, 2025, the stock was trading at €30.20.

The average daily trading volume in 2025 was 25,461 shares, an increase compared to the daily average of 21,948 shares in 2024.

Treasury shares amounted to 308,050 as of September 30, 2025 (compared to 314,435 on December 31, 2024), corresponding to 2.3685% of the issued shares, with an average carrying value of

€3.95 per share. During the first nine months of 2025, 88.810 shares were acquired at an average

price of €34.17.

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

On April 16, 2025, 14,340 treasury shares were transferred at the agreed price of €26.50 per share, in execution of the payment commitments undertaken by TXT under the share purchase agreement for the acquisition of 100% of Focus PLM S.r.l.

To stay regularly informed on the Company's developments, an email communication channel (txtinvestor@txtgroup.com) is available for subscription, through which, in addition to press releases, specific communications addressed to investors and shareholders are disseminated.

RELATED PARTY TRANSACTIONS DISCLOSURE

During the current period, no transactions outside the normal course of business were carried out with related parties.

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD AND OUTLOOK

During the first nine months of the year and in the current quarter, TXT Group successfully continued the implementation of its Industrial Plan presented at the TXT Capital Markets Day on May 27, 2025. The Plan is based on a combined strategy of organic growth and selective investments in high-potential technologies, aimed at strengthening the Group's competitive positioning in high-margin segments.

Revenues for the first nine months were in line with expectations, showing low-to-mid single-digit organic growth, slightly below the average projected across the full duration of the Plan. This trend reflects the termination of certain one-off activities related to 2024 and the repositioning of the digital offering in the Telco segment, which led to the discontinuation of non-strategic, low-margin contracts compared to the Group's average.

TXT is offsetting the discontinued activities through the repositioning and launch of new high-value initiatives, which are expected to drive an acceleration in organic growth starting from the current quarter.

TXT is offsetting the discontinued activities through the repositioning and launch of new high-value initiatives, which are expected to drive an acceleration in organic growth starting from the current quarter.

Within the Smart Solutions Division, promising opportunities are emerging in the two segments with the highest growth potential: Aerospace & Defence and Fintech. In the civil aviation segment, during the fourth quarter, subsidiary PACE is in final negotiations with a leading North American airline for the supply of its flight optimization and fuel-saving software FPO-SR, with expected recurring annual business volumes between USD 3.5 million and USD 6.0 million starting in 2026. In the Training & Simulation segment, also in the fourth quarter, the Division is nearing the closure of its first major contract with a global defence player for the supply of the InstructIQ solution, based on artificial intelligence for evidence-based training, alongside positive developments in the ProSim offering for next-generation simulation software. In Fintech, specifically Digital Payment, following investments made over the past 12 months, subsidiary NewPos Europe has launched delivery activities for its proprietary solution, with volumes exceeding €1 million expected for the quarter and further growth projected from 2026. In other verticals, the Division secured a major contract with a leading global pharmaceutical company for the supply of training solutions based on VR/XR tech-

nology, with strong up-selling prospects in future years. Regarding public sector solutions developed by newly acquired IT Values, after two positive quarters in terms of volumes and margins, new opportunities are emerging in public tenders.

Continuing the trend of the first nine months, the Digital Advisory Division is experiencing accelerated organic growth, supported by a significant increase in activities related to multi-year public contracts, with a public tender backlog exceeding €100 million to be executed over the next three years. In addition to growth in the PAL and PAC segments, the Healthcare segment recorded organic growth above 20% in the first nine months, with this trend expected to continue in the coming months. In 2026, the Division's growth is expected to align with the targets set out in the Industrial Plan. During the third quarter, the Public Sector segment of the Digital Advisory Division completed a reorganization project aimed at establishing a more integrated governance structure to maximize synergies across TXT's public sector ecosystem, consolidating a single tender office and a dedicated support structure for this rapidly expanding segment.

Regarding the Martech consulting offering within the Digital Advisory Division, the companies I MILLE and Uasabi, consolidated since the second half of 2024, after a first half of 2025 with slightly below-budget performance, are now experiencing business acceleration in the second half of the year thanks to new contracts acquired with clients operating in cross-sector markets.

Growth in the Software Engineering Division during 2025 has been primarily driven by the consolidation of companies acquired in 2024-particularly Webgenesys-while organic business growth has partially offset the termination of low-value one-off activities related to resale and other discontinued operations in the Telco segment. Starting from the fourth quarter of the current year, an acceleration in organic growth is expected, supported by TXT Group's strategic positioning in new cross-sector activities that will reinforce the Division's positive growth trajectory as outlined in the Plan. New activities and contracts, in addition to Telco & Gaming, are mainly focused on the Industrial and Public Sector segments, as well as the continued development of the Aerospace & Defence offering, which continues to show above-average growth rates. In terms of profitability, the replacement of low-value activities with strategic contracts, the successful consolidation and integration of acquired companies, and the technological and commercial synergies within the TXT ecosystem are contributing to a significant improvement in the Division's operating margin, which is now aligning with the medium-term targets defined in the TXT Plan.

With regard to the evolution of the Group's financial structure and capital allocation, it is noted that the binding agreement for the sale of part of TXT's stake in Banca del Fucino, signed on June 23, 2025, has been extended to December 31, 2025, with the terms of the sale remaining unchanged from the previous announcement. The remaining stake to be held by TXT in Banca del Fucino following this transaction, currently carried at €9.5 million, is expected to be sold during 2026 at a value consistent with that defined for the initial sale.

The Group confirms its strategy of selective capital allocation, focused on acquiring complementary technologies and enhancing margin scalability, in a macroeconomic and geopolitical context that remains unstable but currently has limited impact on the Group's operational scope.

In the current global geopolitical scenario-marked by instability due to military conflicts in Ukraine and the Middle East, and the escalation of trade tensions stemming from the protectionist policies of the new U.S. presidency, which recently introduced tariffs on imports from the EU-the TXT Board of Directors currently identifies short-term risks as manageable. These risks are limited due to TXT's marginal and non-strategic exposure in the affected regions, and the nature of the IT services provided by TXT in the United States, which are not currently subject to tariffs.

Manager responsible for preparing Chairman of the Board of Directors corporate accounting documents

Eugenio Forcinito

Enrico Magni

Milan, 13 November 2025

Interim Management Report as at 30 September 2025 24

AS AT 30 SEPTEMBER 2025

Balance Sheet

ASSETS

30.09.2025

Of which with related parties

31.12.2024

Of which with related parties

NON-CURRENT ASSETS

Goodwill 144,467,737 137,557,218

Intangible assets with a finite useful life 32,771,451 21,696,994

Intangibles assets 177,239,188 159,254,211

Property, plant and equipment 32,781,355 28,840,400

Tangible assets 32,781,355 28,840,400

Investments in associates 7,246,743 5,210,147

Other non-recurring financial receivables 12,416,571 20,594,454

Deferred tax assets 1,220,674 701,868

CURRENT ASSETS

Contract assets 34,615,034 23,737,120

Trade receivables 125,620,450 138,750 114,054,464 150,256

Sundry receivables and other current assets 21,574,735 18,549,941 802,652

Other short-term financial receivables 1,604,453 1,276,742 1,902,002 850,000 HFT securities at fair value 11,827,145 17,283,062

Cash and cash equivalents 83,014,503 58,250,199

LIABILITIES AND SHAREHOLDERS' EQUITY

30.09.2025

Of which with related parties

31.12.2024

Of which with related parties

SHAREHOLDERS' EQUITY

Share capital 6,503,125 6,503,125

Reserves 34,253,408 34,139,868

Retained earnings (accumulated losses) 105,938,064 93,224,944

Profit(loss) for the period 14,456,572 15,895,883

TOTAL SHAREHOLDERS' EQUITY(Group) 161,151,169 149,763,820

Shareholders' equity attributable to minority interests 3,136,370 2,061,315

Comprehensive Income Statement

Segment Disclosure

For management purposes, and in accordance with IFRS8 principles, the Group is organized into three Business Units based on the end-use of the products and services provided.

The main economic data segmented by area of activity are as follows:

Statement of Cash Flows

Reserve