Below is the press release, available in PDF format.
Resolutions of the RT&L Regular Meeting
- 2025 FINANCIAL STATEMENTS AND APPROPRIATION OF PROFITS APPROVED
- AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY STOCK APPROVED
Genoa, April 10 2026
RT&L S.p.A. (“RT&L” or “the Company”), the parent company of the RT&L Group, which operates in global logistics services with a strong presence in strategic markets and a broad range of integrated solutions in the freight forwarding and customs brokerage sectors, listed on the Euronext Growth Milan segment of Borsa Italiana, announces that the Ordinary Shareholders’ Meeting was held today, chaired by Bruno Dionisi, to deliberate on the items on the agenda, as set forth below.
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 – APPROVAL AND ALLOCATION OF PROFITS
The Shareholders’ Meeting approved the financial statements as of December 31, 2025, which showed a net income of €23,814, and took note of the consolidated financial statements as of December 31, 2025.
The Shareholders’ Meeting also resolved to allocate €1,191 of the net income (equivalent to 5% of the net income) to the legal reserve, in accordance with Article 2430 of the Italian Civil Code, and to carry forward the remaining amount, equal to €22,623.
Consolidated Financial Statements as of December 31, 2025 – Key Results
The consolidated financial statements as of December 31, 2025, are the first consolidated financial statements prepared by the Company; therefore, they do not include comparative figures. The comparative figures presented below have been prepared on a pro forma basis[1].
Consolidated Revenue amounted to €5.3 million and €10.6 million on a pro forma basis, representing an increase of approximately 22% compared to the pro forma figure as of December 31, 2024. This result is attributable to the Custom Brokerage Business Line, which amounts to €8.2 million on an annual basis (+47% YoY), accounts for 77% of the Group’s pro-forma production value, and represents a stable and recurring source of revenue.
Consolidated EBITDA amounted to €0.9 million, with an EBITDA margin of 16%. On a pro forma basis, however, EBITDA reached €2.7 million, with an EBITDA margin of 25%, compared to a pro forma figure of €1.4 million as of December 31, 2024, with an EBITDA margin of 16%.
Consolidated EBIT amounted to €0.5 million and €1.8 million on a pro forma basis. The difference compared to consolidated EBITDA is largely attributable to the amortization of goodwill recognized following the acquisition of P&A, which amounted to €0.8 million.
Consolidated net income amounted to €0.3 million and €1 million on a pro forma basis, compared with a pro forma figure of €0.3 million as of December 31, 2024.
The consolidated net financial position (“NFP”) is a cash positive of €5.3 million.
Financial Statements as of December 31, 2025 – Key Results
The Value of Production amounted to €2.4 million, down from €3.1 million as of December 31, 2024, due to management’s increased focus on the listing process.
EBITDA amounted to €0.2 million, with an EBITDA margin of 9.5%, up from December 31, 2024 (an increase of €0.05 million). The improvement is primarily attributable to the consolidation of Project Cargo operations, which have a higher gross margin, allowing the company to more easily absorb its fixed cost structure.
EBIT amounted to €0.1 million after depreciation, amortization, and impairment charges of €0.1 million, resulting in an EBIT margin of 3.75%, up from December 31, 2024 (positive by €0.05 million).
Net income amounted to €24,000, after taxes of approximately €46,000, compared with €67,000 as of December 31, 2024.
The Net Financial Position (NFP) shows a significant improvement compared to the previous period, rising from a negative balance of €0.2 million as of December 31, 2024, to a positive balance of €5.2 million, primarily attributable to the capital raised following the listing process, net of the costs incurred in connection with that process.
AUTORIZZAZIONE ALL’ACQUISTO E ALLA DISPOSIZIONE DI AZIONI PROPRIE
The Shareholders’ Meeting also authorized the purchase and disposal of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code for a period of 18 months from the date of today’s resolution.
The authorization to purchase and dispose of shares is intended to allow the Company to acquire and dispose of common shares in compliance with applicable EU and national regulations and accepted market practices recognized by Consob, and in particular:
- establish a treasury stock account to sell, dispose of, and/or use treasury shares, in accordance with the strategic objectives the Company intends to pursue, as part of incentive plans and/or extraordinary transactions, including, by way of example and without limitation, exchange, swap, or contribution transactions, or transactions in support of capital transactions or other corporate and/or financial transactions and/or other extraordinary transactions to be carried out in the interest of the Company itself, in accordance with prevailing market practices identified from time to time by the Supervisory Authority;
- to purchase treasury shares from the beneficiaries of any incentive plans approved by the relevant corporate bodies, pursuant to Article 5, paragraph 2, subparagraph (c) of EU Regulation 596/2014 of April 16, 2014 (the “MAR”);
- to support the liquidity of the shares themselves, thereby facilitating the smooth conduct of trading and preventing price movements that are out of line with market trends, in accordance with current market practices as identified from time to time by the Supervisory Authority.
The Shareholders’ Meeting has authorized the purchase of treasury shares, in one or more transactions, up to a maximum number of shares not exceeding 5% of the current share capital. Purchases must be made within the limits of distributable profits and/or available reserves as shown in the most recently approved financial statements; furthermore, only fully paid-up shares may be purchased.
The Shareholders’ Meeting also resolved that the purchase price of the treasury shares shall be determined on a case-by-case basis, taking into account the method chosen for carrying out the transaction and in compliance with any regulatory requirements or accepted market practices in effect from time to time; however, in any event, it shall not be more than 10% below or above the official stock exchange price of the shares recorded by Borsa Italiana S.p.A. on the trading day preceding each individual transaction.
It should be noted that, as of today, neither the Company nor its subsidiaries hold any treasury shares in their portfolios. Furthermore, the purchase of treasury shares authorized today is not intended to reduce the share capital through the cancellation of the purchased shares.
DOCUMENT SUBMISSION
The minutes of the Shareholders’ Meeting and the summary of voting results will be made available to the public on the Company’s website, www.rtlproject.com, under the Investor Relations >Shareholders’ Meeting section, as well as on the website www.borsaitaliana.it, under the Shares >Documents section, in accordance with the terms and procedures set forth in applicable regulations.
Roberto Bizzarri, CEO of RT&L, commented: “We are very pleased with the results achieved by the Group as of December 31, 2025, which confirm our expectations and strengthen our market position. The Group’s operations continue with great momentum in the current fiscal year as well; despite the complex international geopolitical context, in fact, we are seeing significant growth in the number of containers processed within the Custom Brokerage segment, as well as promising business opportunities in the Project Cargo sector.”
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>This press release is available on the website www.rtlproject.com, Investor Relations section < 5 > Press Releases and on www.1info.it.
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RT&L S.p.A. is the Italian company at the head of the group of the same name, specializing in international logistics and shipping solutions with an established presence in key strategic global markets The Group offers customized services for the management of complex goods and projects, ensuring a flexible approach with high added value. The company’s operations are organized into three main business lines: Custom Brokerage, Project Cargo & Chartering, and General Cargo. Nell’esercizio 2025 il Gruppo a livello pro-forma ha realizzato un Valore della Produzione pari a Euro 10,6 milioni e un EBITDA pari a Euro 2,7 milioni. La Posizione Finanziaria Netta è cash positive per Euro 5,3 milioni e il Patrimonio Netto è pari a Euro 14 milioni.
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Contacts
Issuer
RT&L | Investor Relations Manager | Eleonora Bonifazio | investor.relations@rtlproject.com | T: 010 4717199 | via Bacigalupo 4, 16122 Genova, Italia
Euronext Growth Advisor & Specialist
Integrae SIM | info@integraesim.it | T: +39 02 80506160 | Piazza Castello 24, 20121 Milano
