The Board of Directors approves the draft financial statements and the consolidated financial statements as of December 31, 2025

Below is the press release, available in PDF format.

THE BOARD OF DIRECTORS APPROVES THE DRAFT ANNUAL FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025

KEY CONSOLIDATED RESULTS AS OF DECEMBER 31, 2025

• PRODUCTION VALUE OF 5.3 MILLION EUROS
• EBITDA OF €0.9 MILLION WITH AN EBITDA MARGIN OF 16%
• EBIT OF €0.5 MILLION
• NET INCOME OF €0.3 MILLION
• NET FINANCIAL POSITION OF €5.3 MILLION (cash positive)

KEY PRO FORMA CONSOLIDATED RESULTS AS OF DECEMBER 31, 2025 (COMPARED TO DECEMBER 31, 2024 PRO FORMA)

• PRODUCTION VALUE OF €10.6 MILLION (vs. €8.7 million, +22% YoY)
• EBITDA OF €2.7 MILLION WITH AN EBITDA MARGIN OF 25% (vs. €1.4 million, +97% YoY)
• EBIT OF €1.8 MILLION (vs. €0.6 MILLION)
• NET INCOME OF €1 MILLION (vs. €0.3 MILLION)
• NET FINANCIAL POSITION OF €5.3 MILLION (cash positive) (vs. €0.4 MILLION (cash positive)

THE INITIAL CONSOLIDATED RESULTS CONFIRM THE SUCCESS OF THE FORMATION OF THE RT&L INDUSTRIAL GROUP AND POINT TO POSITIVE GROWTH PROSPECTS.

THE IMPORTANCE OF THE CUSTOM BROKERAGE DIVISION, RESULTING FROM THE ACQUISITION OF P&A SPEDIZIONI SRL IN 2025, IS ONCE AGAIN CONFIRMED, AS IT ACCOUNTS FOR 77% OF THE GROUP’S ANNUAL REVENUE.

Genoa, march 10, 2026

RT&L S.p.A. (“RT&L” or “the Company”), the parent company of the Group of the same name, 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, today approved the consolidated financial statements and the draft financial statements for the year ended December 31, 2025, to be submitted to the Shareholders’ Meeting scheduled for April 10, 2026.
Roberto Bizzarri, CEO of RT&L, commented: “The Group has closed its first consolidated financial statements with outstanding results. The Custom Brokerage division has performed exceptionally well, particularly in terms of margins, confirming its status as an area where we are considering strategic acquisitions in the coming years. The full consolidation of our structure and the actions taken by management have produced tangible results: in just one year, we increased revenue by 20% and recorded a 97% rise in EBITDA, with a cash-positive financial position of over 5.3 million, confirming the strength of our business model. For this reason, we are confident that we can generate further value and satisfaction for our shareholders.” .”

Consolidated and pro forma financial results as of December 31, 2025 (vs. December 31, 2024 pro forma)

The consolidated financial statements have been prepared on the basis of the financial statements for the year ended December 31, 2025, of the Company and its wholly-owned subsidiary P&A Spedizioni S.r.l. (“P&A”). The pro forma consolidated financial statements have been prepared in accordance with Delegated Regulation (EU) 2019/980, as supplemented by ESMA Guidelines No. 32 -382-1138 of March 4, 2021, making appropriate adjustments to historical data to retroactively reflect the significant effects of the transactions mentioned below on the Group’s financial position and results of operations, as if such transactions had occurred on December 31 with respect to balance sheet effects and on January 1 with respect to income statement effects:

(i) the spin-off of P&A’s real estate assets, which took place on September 2, 2025;
(ii) the transfer of 100% of the P&A shareholders’ equity interest to RT&L and the resulting capital increase of RT&L, fully subscribed by the P&A shareholders, which took place on September 10, 2025.

Please refer to the consolidated financial statements as of December 31, 2025, and RT&L’s Listing Prospectus for further details on the two transactions and their related accounting effects.

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) and accounts for 77% of the Group’s pro forma production value, representing 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 Results of RT&L S.p.A. as of December 31, 2025

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 to €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 €160,000 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.

Proposal for the appropriation of RT&L S.p.A.’s net income for the fiscal year

The Board of Directors has resolved to propose to the Shareholders’ Meeting that the net income for the fiscal year, amounting to €23,814, be allocated as follows: €1,191 to the statutory reserve (equal to 5% of the net income), pursuant to Article 2430 of the Italian Civil Code, and to carry forward the remaining portion, amounting to €22,623.

Significant events during the fiscal year
The following is a summary of the main events that occurred during fiscal year 2025:

• On April 4, 2025, the Extraordinary Shareholders’ Meeting of RT&L approved a capital increase, resulting in an increase in the share capital from €10,000 to €290,000; This capital increase was fully and equally subscribed on the same date by GPA Solution S.r.l. and Redeem Finance S.p.A., following the waiver of the option by shareholders Raviero SA and Roberto Bizzarri.

• On September 10, 2025, RT&L entered into an agreement with the shareholders of P&A for the transfer of P&A’s entire equity interest to RT&L. The agreement provided that the transfer would be carried out in exchange for the P&A shareholders subscribing to a capital increase approved by the RT&L shareholders’ meeting and reserved for them. The parties agreed that the total value (so-called “Equity Value”) of P&A would be €8,000,000, as determined by a specific appraisal. Furthermore, the RT&L shareholders’ meeting approved a capital increase reserved for P&A shareholders in the nominal amount of €580,000; consequently, the original share capital increased from €290,000 to €870,000. The remaining amount from the capital increase reserved for P&A shareholders, totaling €7,420,000, was allocated to the share premium reserve. The capital increase reserved for P&A shareholders, following the shareholders’ meeting resolution, was subscribed on the same date and paid up through the contribution of their equity interests, consistent with the valuation described above.
Following the transfer of P&A’s equity interest in RT&L, the RT&L Group was established.

• On December 3, 2025, RT&L completed its initial public offering (IPO), receiving notification of the admission to trading of its common shares on the Euronext Growth Milan segment. The admission to trading took place through the placement of a total of 3,054,000 common shares, of which 2,777,000 were newly issued and 277,000 were shares resulting from the exercise of the greenshoe option in the capital increase, granted by the Company to Integrae SIM S.p.A. in its capacity as Global Coordinator. The placement price was set at €1.80, and consequently, the total proceeds raised amounted to €5.5 million.

On December 30, 2025, RT&L announced that Integrae SIM S.p.A., acting as Global Coordinator, had fully exercised the greenshoe option to increase the offering size by a total of 277,000 ordinary shares. The reference price for the shares subject to the greenshoe option was set at €1.80 per share, for a total value of €498,600.

Outlook for future operations

The outlook is positive both in terms of profitability and, above all, from a financial standpoint, enabling the Group to continue expanding its services and become one of the leading independent operators in the field of customs brokerage within Italy, while achieving structural and organic growth in the freight forwarding sector at both the national and international levels.
The current situation, in the wake of the conflict in the Middle East, is placing significant pressure on the energy and logistics systems; however, this is not expected to undermine the growth strategies already in place, and may even generate new business opportunities. The Group has, in fact, built an integrated structure that combines two main business lines capable of acting as a natural hedge against economic cycles, while also pursuing diversified growth strategies.
The growth strategies for the two main businesses will be:

• Internal growth within the Project Cargo division:

The current political landscape is strengthening the fossil fuel energy sector on an international level and stimulating new investments in energy security and infrastructure. This is leading to an increase in complex industrial projects, such as plant construction and the movement of large machinery and components, which require operators capable of managing special transport and coordinating the entire logistics chain. In this context, Project Cargo represents a business poised to benefit from growing demand, enabling the Group to continue expanding through internal lines of business by leveraging existing expertise, accumulated experience, and the ability to execute high-value-added projects.

• External growth in the Custom Brokerage division

At the same time, the Customs Brokerage segment will be able to continue its growth through external expansion, in line with a strategy already outlined at the time of the IPO, particularly given that the target market is, by its very nature, highly regulated and protected against new entrants—and even more so today—within a macroeconomic context marked by political instability and international conflicts that could slow domestic demand and national import flows. With the aim of establishing itself as one of the leading independent operators in Custom Brokerage at the national level, the Group intends to continue a structured process of identifying and evaluating potential target companies, with an initial focus on the Tyrrhenian Sea area and, in a subsequent phase, on the Adriatic Sea basin, so as to progressively establish a presence in the main Italian ports for customs clearance of import and export goods and expand the scope of services provided in the containerized sector.
Consequently, the Group is consistently demonstrating how market unpredictability can translate into an opportunity.

Notice of the Annual Meeting and Related Documents

The Board of Directors has resolved to convene the Ordinary Shareholders’ Meeting on April 10, 2026, in a single call, at the location and in the manner to be specified in the relevant notice of meeting, which will be published in accordance with the applicable laws and regulations. The Meeting will be called upon at that time to vote on the approval
of the financial statements and the allocation of net income.

Review and approval of the proposal to establish a new company

The Board of Directors resolved today to establish a limited liability company with its registered office in Livorno, with the aim of expanding its operational and commercial activities in the relevant territory.

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For the dissemination of regulated information, the Issuer uses the 1INFO dissemination system (www.1info.it) managed by Computershare S.p.A., with registered office in Via Lorenzo Mascheroni 19, Milan.
This press release is available on the website www.rtlproject.com, Investor Relations section. > Press release 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.

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Contacts

Issuer

Euronext Growth Advisor & Specialist

Integrae SIM | info@integraesim.it | T: +39 02 80506160 | Piazza Castello 24, 20121 Milano