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Tamburi Investment Partners

Quarterly Report Nov 21, 2024

4242_rns_2024-11-21_71775d6b-587d-4576-890c-3e820c0b8537.pdf

Quarterly Report

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Additional Periodic Disclosure at 30 September 2024 Tamburi Investment Partners Group

We should all feel nothing but shame for the reputation that finance has earned itself in the last

few years, but if you manage to guide healthy capital from successful businesses, long-term investors and the assets of families that wish to invest them intelligently in companies that want to grow, you are doing one of the most beneficial jobs in the world.

(TRANSLATION FROM THE ITALIAN ORIGINAL WHICH REMAINS THE DEFINITIVE VERSION)

CONTENTS

Company Boards 3
Interim Directors' Report 4
Quarterly Consolidated Financial Report
Financial Statements 14

Consolidated Income Statement

Consolidated Comprehensive Income Statement

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity
Notes to the Quarterly Consolidated Financial Report at 30 September 2024 18
Attachments 28

Declaration of the Executive Officer for Financial Reporting

Changes in Investments in
Companies Measured at FVOCI

Changes in in Associated Companies Measured Under the Equity Method

Company Boards

Board of Directors of Tamburi Investment Partners S.p.A.

Cesare d'Amico Vice Chairperson Isabella Ercole (2) Independent director * Giuseppe Ferrero (1) Independent director * Sergio Marullo di Condojanni (1) Independent director * Manuela Mezzetti (1)(2) Independent director * Daniela Palestra (2) Independent director * Paul Schapira Independent director *

Giovanni Tamburi Chairperson and Chief Executive Officer Alessandra Gritti Vice Chairperson and Chief Executive Officer Claudio Berretti Executive Director and General Director

Board of Statutory Auditors

Myriam Amato Chairperson
Marzia Nicelli Standing auditor
Fabio Pasquini Standing auditor
Simone Montanari Alternate auditor

Marina Mottura Alternate auditor

Independent audit firm

KPMG S.p.A.

Registered office

Via Pontaccio No. 10, Milan, Italy

(1) Member of the Appointments and Remuneration Committee

(2) Member of the Control and Risk, Related Parties and Sustainability Committee

* In accordance with the Corporate Governance Code

Quarterly Directors' Report of the Tamburi Investment Partners Group at 30 September 2024

TIP ended the first nine months of 2024 with pro forma consolidated net profit of around 44 million, compared with 73.6 million at 30 September 2023, which included more than 45 million in capital gains, compared with around 20 million in 2024. Consolidated equity was approximately 1.38 billion at 30 September 2024, compared with 1.44 billion at 31 December 2023.

The strong performance in the first nine months of 2024 benefited from the contribution of associates, which, despite a general slowdown in the European economy, continued to register broadly positive results, although some to a lesser extent than the record results of 2023, but with a large number of investees reporting increased revenues in the period compared with the same of the previous year.

The usual pro forma income statement for the period 1 January to 30 September 2024, prepared on the basis of realised capital gains and losses and write-downs of investments, is shown below. As is well known, this system, which was in force until a few years ago, is considered much more meaningful in representing the reality of TIP's business.

The pro forma figures are commented on in the report on operations, while the notes provide information on the figures determined in accordance with IFRSs.

Reclassification to income
Consolidated Income IFRS statement of capital gain PRO FORMA PRO FORMA
Statement 30/9/2024 (loss) realised 30/9/2024 30/9/2023
(in euro)
Total revenues 867,826 867,826 1,175,436
Purchases, service and other
costs (2,325,629) (2,325,629) (2,512,914)
Personnel expenses (14,434,498) (14,434,498) (18,434,923)
Amortisation (313,190) (313,190) (276,991)
Operating profit/(loss) (16,205,491) 0 (16,205,491) (20,049,392)
Financial income 10,392,461 21,619,711 32,012,172 56,239,505
Financial expenses (11,016,479) (11,016,479) (14,134,433)
Share of profit/(loss) of
associated companies measured
under the equity method 40,360,741 40,360,741 52,631,722
Adjustments to financial assets 0 (621,720) (621,720) (773,025)
Profit/(loss) before taxes 23,531,232 20,997,991 44,529,224 73,914,377
Current and deferred taxes (292,071) (303,638) (595,709) (272,879)
Profit/(loss) for the period 23,239,161 20,694,353 43,933,515 73,641,498
Profit/(loss) attributable to
shareholders of the parent 22,970,127 20,694,353 43,664,481 73,140,162
Profit/(loss) attributable to
minority interests 269,034 0 269,034 501,336

The IFRS income statement does not include capital gains realised during the period on equity investments and equity instruments of 21.6 million and negative adjustments of 0.6 million.

The share of the profit of associated companies amounts to 40.4 million, attributable in particular to the positive results of investee companies OVS S.p.A., IPGH S.p.A., parent company of the Interpump group, ITH S.p.A., parent company of the Sesa group, Beta Utensili S.p.A., Sant'Agata S.p.A., parent company of the Chiorino group, Roche Bobois S.A., Dexelance S.p.A. and Limonta S.p.A. Notable are the excellent performances of OVS and Alpitour.

Revenues from advisory activities for the period were just under one million.

Personnel costs, which fell sharply compared with the same period of 2023 were, as always, significantly influenced by the variable remuneration for executive directors component which, as known, is performance-related.

Financial income includes, in addition to capital gains, in particular arising from completion of the sale of Prysmian shares, for 21.6 million, dividends of 8.9 million and interest income of 1.5 million. Financial expenses mainly relate to interest accrued on the bond loans of around 8.5 million and other interest on loans of 2.3 million. Actually, during the period TIP received around 33.9 million dividends, but the portion exceeding the aforementioned 8.9 million was accounted for as a reduction of investments.

In June, the issue of a bond loan with a nominal value of 290,500,000, maturing in June 2029, was finalised. The liquidity from this issue, which was temporarily invested in government bonds, was then used to early repay, in July, the previous bond loan of a nominal value of 300,000,000, maturing in December 2024.

The consolidated net financial position of the TIP Group at 30 September 2024, without taking into account non-current financial assets considered from a management standpoint to be usable short-term liquidity, was negative at approximately 415 million, substantially in line with the amount at 31 December 2023.

The slight change recorded essentially relates to the use of liquidity for the distribution of dividends, for operating expenses, to finalise equity investments and the purchase of treasury shares, net of proceeds from divestments and dividend receipts.

INVESTMENTS AND DIVESTMENTS

During the first nine months of 2024, the assessment of potential new investments continued, but the believe remains that the coming months will provide a growing number of opportunities, in terms of both transaction numbers and price levels. Therefore, except in particular situations, there is no need to rush into further acquisitions, either directly or through investee companies. We will be ready, should the need arise, to support also financially investee companies that propose strategically important deals.

In the first nine months of 2024, TIP in fact limited its investments in equity to 10.5 million, concentrated on associated companies already in the portfolio, in addition to purchases of 806,679 treasury shares for 7.3 million, while the flow generated by the decrease in direct investments (therefore including the sale and distribution of dividends from associates that were not taken to the income statement but recorded as a reduction of investment) was 63.4 million.

In January 2024, StarTIP participated, on a proportionate basis, in a new capital increase of Bending Spoons with an investment of an additional 4.7 million. As a result of the transaction, the TIP Group's shareholding in Bending Spoons stands at around 3.3%.

In March 2024, Investindesign acquired additional Dexelance shares, with an investment of approximately 2.6 million, slightly increasing its shareholding.

Following the decision made in 2023, sales of Prysmian shares continued in the first few months of 2024, with the divestment completed in March.

In April, the merger by absorption of Digital Magics S.p.A. into Zest S.p.A. (formerly LVenture Group S.p.A.) took effect. Following the merger, according to the exchange ratio, StarTIP received 22,029,906 shares of Zest S.p.A. With a 13.708% stake in equity and 13.334% of the voting rights, StarTIP is the single largest shareholder of the group, which currently contains more than 250 shareholdings in innovative and technological companies.

As part of the Landi Renzo S.p.A. financial optimisation project, finalised in July, and the commitments entered into by Itaca Equity Holding S.p.A., through its subsidiary Itaca Gas S.r.l., to subscribe a share of the capital increase of GBD with up to 10 million, 7.3 million of which was already paid to GBD, TIP in turn made a payment of approximately 2.45 million for a future capital increase of Itaca Equity Holding S.p.A. The capital increase of Landi Renzo will be finalised by the end of December 2024.

Also in July, subsidiary Clubtre S.r.l. went into liquidation following its complete divestment from Prysmian.

In the context of the management of the investment in Asset Italia S.p.A., the shareholders of Asset Italia decided to extend the original term of the planned integration of Asset Italia into TIP, initially scheduled to take place by the end of July 2024, in order to define the most appropriate technical method to implement an alternative path, as a result of which the shareholders of Asset Italia will become shareholders of single vehicles respectively dedicated to the investment in Alpitour and Limonta or, in any case direct or indirect shareholders in the target companies in which Asset Italia has invested.

During the period, StarTIP decided not to join the takeover bid on Alkemy shares, judging the price offered to be too low. This price, which was in line with the IPO in December 2017, despite strong growth in both the digital economy and that of the company itself, seemed to us to conflict both with the expectations announced by the company in early 2024 and with the target prices in place until shortly before the launch of the takeover bid. In recent days, StarTIP has entered into a shareholders' agreement with some major shareholders of Alkemy, both international and Italian, individuals and prestigious institutions, aimed at the filing of a list of minorities at the next shareholders' meeting, convened for December with, on the agenda, the revocation of the current Board of Directors and the appointment of the new one.

In September, through the subsidiary TXR, further Roche Bobois shares were purchased on the market.

The usual active management of liquidity continued.

PERFORMANCE OF TIP STOCK

TIP calculations based on data taken at 19:20 hours on 8 November 2024, source: Bloomberg

The ten-year performance of TIP shares shown by the chart at 8 November 2024 is 256.7%, higher than many of the main national and international indices, with a total return(1) of 310.4%, which corresponds to an average annual figure of approximately 31.0% and a compound annual figure of 15.2%.

After an excellent performance in 2023 and a further increase in value during the first few months of the current year, the price of the TIP stock fluctuated in a range that was far from both the net intrinsic value estimated by us internally on the basis of our knowledge of existing investments and from the target prices of the analysts covering the stock.

In an attempt to better explain to the investment community, in particular institutional investors, the value, uniqueness and level of excellence of the unlisted investee companies of TIP, in October a day was dedicated to presenting the success stories of Alpitour, Azimut Benetti, Bending Spoons, Beta Utensili, Chiorino, Dexelance, Eataly, Limonta, Vianova and Joivy in order to publicise the best entrepreneurial stories and growth projects, which are perhaps not sufficiently evident through the usual communication channels. The event was very well received and registration is now available for everyone on the tipspa.it. website.

AN INDEPENDENT, DIVERSIFIED INDUSTRIAL GROUP

The distinguishing features common to all investee companies are that they are leading

(1) Total return source Bloomberg (Divs. Reinv. in secur.)

Listed companies
Listed companies
Private companies
StarTIP
Tamburi Investment Partners S.p.A.
10
4
11
Italian leaders
Worldwide leaders
European leaders

companies in their sector with low levels of debt, almost always with a solid international market presence, strong ambitions and good growth prospects.

ECONOMIC PERFORMANCE OF INVESTEE COMPANIES

The results for the first nine months already reported by the main listed investee companies, Amplifon S.p.A., Dexelance S.p.A., Hugo Boss, Interpump Group S.p.A. and Moncler S.p.A., were positive overall. The half-year data of OVS S.p.A. and the quarterly data of SeSa at 31 July 2024 were very positive.

Amplifon closed the first three quarters of 2024 with further growth in revenues, which amounted to 1.75 billion (+8% at constant exchange rates) and recurring EBITDA of 412.2 million, up 6.9% compared with 386 million in the first nine months of 2023, accounting for 23.6% of revenues, despite a European market that was below expectations and compared with record results for 2023.

Net financial debt was 1,068.3 million, compared with 852.1 million at 31 December 2023, after investments in capex and M&A during the period, for a total of 283 million (compared with 183 million in the first nine months of 2023), distribution of dividends for 66 million and purchases of treasury shares for 20 million, with leverage again below two times at 30 September 2024.

In the first nine months of 2024, Dexelance showed excellent resilience, both in absolute terms and also with respect to its sector, achieving revenues of approximately 231.8 million, with an EBITDA of approximately 31.6 million, compared with approximately 221.4 million in pro forma revenues in the corresponding nine months of 2023 (including total revenues from companies consolidated during the year for the entire period) and approximately 31.0 million in EBITDA.

Net debt to banks at 30 September 2024 was approximately 12.5 million, while net financial position, i.e. including potential disbursements relating to acquisitions associated with put/call and earn-out agreements, also relating to transactions carried out and other lesser payables at 30 September, was 83.2 million, a figure that, also including IFRS 16 payables, reached 116.8 million.

Elica, in the first nine months of 2024, suffered from the sharp slowdown in the household appliances sector, with revenues of 341.6 million, down from 360.2 million in the same period of the previous year. Adjusted EBITDA was 24.6 million, down from 37.5 million in the first nine months of 2023.

The sale to Whirlpool of around 75%, equal to 4.78% of the share capital, of the investment in Elica PB India, generated a positive impact of around 6 million on the net result.

In view of the continued weakness in market demand, the company reduced its revenue forecast for 2024, with expected margins in line with the trend recorded in the first nine months, while confirming the medium/long-term outlook already announced.

In the first nine months of 2024, Hugo Boss reported higher revenues than in the same period of the previous year (up 1%), standing at 3,058 million. Operating profit (EBIT) for the nine months was 235 million, slightly lower than in the same period of 2023. The net financial position, with a free cash flow of 197 million in the period (compared with an absorption of 81 million in the same period of 2023), was negative by 313 million, not including the impact of IFRS 16 (1,183 million including the impact of IFRS 16).

In light of the results of the third quarter, Hugo Boss confirmed its own financial forecasts for the financial year 2024, which had been updated with the half-year closing figures. These forecasts included group turnover growth of +1% to +4%, therefore expected to reach between 4.20 billion and 4.35 billion, and EBIT for 2024 that, depending on the performance in the next holiday season, may come in at -15% to +5% compared with 2023.

Interpump Group ended the first nine months of 2024 with very good results, albeit slightly down on the exceptional results with very strong growth recorded in the first nine months of 2023. It posted revenues of 1,588.5 million, down 7.7 % from 1,720.4 million in the corresponding period of 2023 (down 9.4% on a like-for-like basis), with EBITDA of 363.5 million, down 14.6% compared with 425.6 million in the first nine months of 2023, remaining at an excellent 23% of turnover. The net financial position (excluding commitments for the acquisition of investments in subsidiaries) improved from 486.5 million at 31 December 2023 to 441.1 million at 30 September 2024.

Moncler is one of the very few companies in its industry that again increased its results, ending the first nine months of 2024 with consolidated revenues of 1,865.7 million, up 6% at constant exchange rates, thanks to 8% growth at constant exchange rates in the revenues of the Moncler brand compared with a 5% decrease at constant exchange rates in the revenues of the Stone Island brand.

OVS again increased its market share in the half-year (the annual financial statements close on 31 January) with net sales growth of 3.6% compared with the first half of 2023, reaching 761.7 million, despite an anomalous weather trend in the second quarter that had an unfavourable effect on sales. Adjusted EBITDA was 89.0 million, up by around 2.6 million compared with the first half of 2023, with an EBITDA margin of 11.7%.

The adjusted net financial position at 31 July 2024 was 263.0 million, after dividend distributions of 25.2 million and purchases of treasury shares of 36.0 million.

Roche Bobois was also somewhat affected by the ongoing slowdown in the furnishings sector, which is more than logical due to the very strong growth in the previous two years, ending the first nine months of 2024 with turnover of 300.6 million, down 6.1%. Including orders from franchised stores, total retail sales amounted to 426.6 million, largely in line with the level at the end of September 2023 (-1.3% at constant exchange rates).

The order backlog at 30 September 2024 amounted to 139 million, with a high number of deliveries scheduled for the end of the year; on this basis, the company aims to return to growth in the fourth quarter, confirming guidance for 2024 that includes consolidated turnover for the full year of 415/420 million and consolidated EBITDA that is down slightly compared with 2023.

Sesa continued its excellent growth, closing the first quarter with revenues of 783.0 million, up 1%, with EBITDA of 56.6 million, up 1.5% compared with the same period of the previous year. The net financial position at 31 July 2024 was positive (liquidity) for 184.1 million. The other direct and indirect equity investments are also generally reporting positive results, following on the excellent results in 2023.

In particular, the Alpitour Group, after a record 2023, is maintaining excellent levels of turnover, orders and profitability and expects to close the year to 31 October 2024 with turnover of between 2.1 and 2.2 billion, EBITDA of between 130 and 135 million and a net financial position of around 200 million, having therefore definitively exceeded every leverage theme and positioning itself, now structurally, at optimal profit levels.

Eataly S.p.A. has continued to grow its revenues and margins since the arrival of its new CEO.

RELATED PARTY TRANSACTIONS

Related party transactions are detailed in note 22.

SIGNIFICANT EVENTS AFTER 30 SEPTEMBER 2024

In October, purchases were made of shares of SeSa S.p.A., already held indirectly through ITH S.p.A., and Roche Bobois shares continued to be purchased through subsidiary TXR.

Purchases of treasury shares and the usual active liquidity management continued.

OUTLOOK

Our impressions of the "strangeness" of this 2024 have already been expressed several times in recent months and it would therefore be of little use to repeat concepts already sufficiently presented.

The outcome of the recent elections in the United States, indicated by many as a possible catalyst for turning points in interest rates, financial market trends and if possible geopolitical reversals, was the one that was largely taken for granted, and therefore at least at the moment it would not seem logical to foresee any structural changes.

Indeed, the Western world continues to be characterised by very modest growth in Europe and rather more marked developments in the American economy, with only Asia continuing to be – for everyone – the true engine of global growth.

The major financial markets seem to be unaware of the slowdown taking place and are adjusting their highs almost daily, probably more due to an issue of excess liquidity than fundamental considerations.

In the short term, the major central banks will keep reducing their policy rates, but we continue to feel that this is not a long-term trend, not least because interest rates trends on the market are already diverging. In fact, almost all states will have to finance public debt levels that exploded due to the pandemic, social policies that we do not believe can be relaxed and inflation levels that, if not immediately, in the next 12/18 months at least will confirm that many of the further rate cuts announced cannot technically be achieved, as indeed, 2024 has already amply demonstrated.

Thus, the environment will remain challenging and once again we believe that there may be more and more attractive investment opportunities for ambitious and low-leveraged groups.

Unsold positions of private equity funds remain very high: in fact they cannot be disposed of within two or three years, so logic dictates that company prices will continue to decrease. Lying behind this, the hesitancy of the banking system in providing new lines of credit, especially to companies with leverage ratios of more than 3-4, we do not believe can change radically, either in Europe or in America.

The announced protectionism, if put in place, will create further distorting variables, at least in the short term, which will certainly not clarify those scenarios that are already cloudy enough.

Already today, in most of Europe, now that the age of public guarantees is over, a growing number of companies are in a difficult environment; negotiated settlements, composition agreements and other more or less evident forms of corporate crises are increasingly commonplace; for their part, many private equity funds, for two or perhaps already three decades the absolute protagonists of about half of M&As, not only in Europe but worldwide, are looking for ways to extend their time horizons, with the controversial continuation funds and other similar forms of substantial avoidance of their commitments.

We therefore believe that the economic and financial framework must be carefully analysed, without any rush to invest, without wishing to take advantage of a period that has just begun but may very possibly continue for at least one or two years.

TIP, which not only never wanted to have time limits on the valorisation of its investments, but which has always chosen the true long term, to be able to best implement the most appropriate strategies of its investee companies, continues to envisage an interesting and promising future in the area of new investments. This seems to be the case for all of the investee companies, notoriously and structurally acquisitive and ready to take advantage of opportunities that, as buyers and prices decrease, seem to be increasing, slowly but surely.

Therefore, as already clearly stated in the 30 June results report, we believe that the future for TIP – and its investee companies, usually characterised by very low debt ratios – is particularly promising.

We would also like to reiterate that we have the feeling – and the hope – that 2025 could be the start of a cycle of IPO, of a "going public" that has not been so fashionable for too long, but that we think could return to being one of the preferred ways of valuing companies. If the trends mentioned in companies prices and effective interest rates are confirmed, delistings should also decrease.

TIP, however, will continue to encourage its investee companies to use the stock market as much as possible to accompany their development, offering shares of companies that had long since taken the decision to list or propose capital increases but for which, based on what had been seen on the European and American financial markets in recent years, this had not yet seemed the best choice.

TREASURY SHARES

At 30 September 2024, the Company held 19,146,336 treasury shares, amounting to 10.384% of its share capital. At 13 November 2024, the company held 19,407,306 shares representing 10.526% of the share capital.

On behalf of the Board of Directors Executive Chairperson Giovanni Tamburi

Milan, 14 November 2024

(in euro) 30 September 2024 30 September 2023 Note
Revenues from sales and services 824,676 1,119,163 4
Other revenues 43,150 56,273
Total revenues 867,826 1,175,436
Purchases, service and other costs (2,325,629) (2,512,914) 5
Personnel expenses (14,434,498) (18,434,923) 6
Amortisation, depreciation & write-downs (313,190) (276,991)
Operating profit/(loss) (16,205,491) (20,049,392)
Financial income 10,392,461 10,478,933 7
Financial expenses (11,016,479) (14,134,433) 7
Share of profit/(loss) of associated companies
measured under the equity method 40,360,741 52,631,722 8
Profit/(loss) before taxes 23,531,232 28,926,830
Current and deferred taxes (292,071) 385,822
Profit/(loss) for the period 23,239,161 29,312,652
Profit/(loss) for the period attributable to the
shareholders of the parent 22,970,127 28,811,316
Profit/(loss) for the period attributable to
minority interests 269,034 501,336
Basic earnings/(loss) per share 0.14 0.17 18
Diluted earnings/(loss) per share 0.14 0.17 18
Number of shares outstanding 165,232,965 166,160,992

Consolidated Income Statement Tamburi Investment Partners Group (1)

1) The income statement for the period ended 30 September 2024 (like that for the period ended 30 September 2023) has been prepared according to IFRSs and therefore does not include capital gains in the period on equity investments and equity instruments taken directly to equity of 21.6 million. In the Directors' Report (page 4), the pro-forma income statement is presented, drawn up considering the capital gains and losses realised and the writedowns on investments in equity, which reports a net profit of approximately 43.9 million.

Consolidated Comprehensive Income Statement Tamburi Investment Partners Group

(in euro) 30 September 2024 30 September 2023 Note
Profit/(loss) for the period 23,239,161 29,312,652
Other comprehensive income items
Income through P&L
Increases/(decrease) in associates 17
measured under the equity method (4,755,412) 2,402,648
Unrealised profit/(loss) (4,779,622) 2,442,959
Tax effect 24,210 (40,311)
Increases/decreases in the value of current
financial assets measured at FVOCI 1,335,848 2,652,824
Unrealised profit/(loss) 1,335,848 2,652,824
Tax effect 0 0
Income not through P&L 17
Increase/decrease in investments
measured at FVOCI (53,013,319) 54,079,748
Profit/(Loss) (53,242,278) 54,732,244
Tax effect 228,959 (652,496)
Increases/(decrease) in associates
measured under the equity method 0 15,999
Profit/(Loss) 0 15,999
Tax effect 0 0
Other components 2,192 13,613
Total other comprehensive income (56,430,691) 59,164,832
Total comprehensive income/(loss) for the
period (33,191,530) 88,477,484
Comprehensive income/(loss) attributable
to shareholders of the parent (33,396,397) 87,945,159
Comprehensive income/(loss) attributable
to minority interests 204,867 532,325
Tamburi Investment Partners Group
(in euro) 30 September 2024 31 December 2023 Note
Non-current assets
Property, plant and equipment 132,400 132,580
Rights of use 1,748,906 1,772,181
Goodwill 9,806,574 9,806,574
Other intangible assets 14,274 19,032
Investments measured at FVOCI 709,226,695 796,507,244 9
Investments in associates measured under the equity
method 1,075,459,225 1,062,634,470 10
Financial receivables measured at amortised cost 5,221,562 5,099,218 11
Financial assets measured at FVTPL 2,312,192 2,312,192 12
Tax receivables 393,442 237,433
Total non-current assets 1,804,315,270 1,878,520,924
Current assets
Trade receivables 135,484 442,349
Current financial receivables measured at amortised
cost 84,034 7,395,245
Derivative instruments 1,860,412 1,066,040 13
Current financial assets measured at FVOCI 27,983,638 25,544,195 14
Cash and cash equivalents 4,154,621 4,881,620 15
Tax receivables 149,063 86,102
Other current assets 255,355 320,219
Total current assets 34,622,607 39,735,770
Total assets 1,838,937,877 1,918,256,694
Equity
Share capital 95,877,237 95,877,237 16
Reserves 500,572,436 583,761,289 17
Retained earnings 688,104,005 606,287,895
Result attributable to shareholders of the parent 22,970,127 85,268,519 18
Total equity attributable to shareholders of the
parent 1,307,523,805 1,371,194,940
Equity attributable to minority interests 68,743,877 68,633,703
Total equity 1,376,267,682 1,439,828,643
Non-current liabilities
Post-employment benefits 387,871 356,617 19
Financial liabilities for leasing 1,729,391 1,506,874
Financial payables 388,077,897 92,887,302 20
Deferred tax liabilities 3,966,234 4,037,989
Total non-current liabilities 394,161,393 98,788,782
Current liabilities
Trade payables 668,993 541,304
Current financial liabilities for leasing 86,758 334,354
Current financial liabilities 59,440,804 353,029,129 21
Tax payables 96,230 76,243
Other liabilities 8,216,017 25,658,239
Total current liabilities 68,508,802 379,639,269
Total liabilities 462,670,195 478,428,051
Total equity and liabilities 1,838,937,877 1,918,256,694

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

in euro

Capital
share
Reserve
premium
share
Reserve
legal
FVOCI reserve
without reversal
OCI reserve
with reversal
to income statement to income statement
Reserve
share
Treasury
Other
Reserve
Reserve
IFRS
business
Merger
surplus
Retained
earnings
Result Equity
of the period attributable to attributable of the period
attributable to shareholders of
Equity
to
Result
attributable
Equity
combination shareholders of parent minorities to
At 31 December 2022 consolidated 95,877,237 268,686,336 19,175,447 334,480,596 (727,087) (108,353,530) (7,108,606) (483,655) 5,060,152 429,691,101 parent
134,129,137
1,170,427,130 0 minorities 0 1,170,427,130
Change in fair value of investments
measured at FVOCI 54,079,748 54,079,748 54,079,748
Change in associated companies measured under the equity method 15,999 2,371,659 2,387,658 30,989 2,418,647
Change in fair value of current financial assets measured at FVOCI 2,652,824 2,652,824 2,652,824
Employee benefits 13,613 13,613 13,613
Profit/(loss) of the period 28,811,316 28,811,316 501,336 29,312,652
Total comprehensive income 54,095,747 5,024,483 13,613 28,811,316 87,945,159 30,989 501,336 88,477,484
Reversal of FVOCI reserve due to capital gain realised
Change in reserves of associated companies measured under the equity method
(45,101,871) 1,081,006 45,101,871 0
1,081,006
0
1,081,006
Change in other reserves 5 5 5
Dividends distribution (21,695,184) (21,695,184) (21,695,184)
Allocation profit 2022 134,129,137 (134,129,137) 0 0
Change in consolidation area 0 64,329,459 64,329,459
Assignment of Units related to performance shares 3,528,539 3,528,539 3,528,539
Acquisition of treasury shares (15,640,063) (15,640,063) (15,640,063)
Assignment of treasury shares due to the exercise of Units related to performance shares (2,329,426) 5,785,207 (3,455,781) 0 0
Consolidated at 30 September 2023 95,877,237 266,356,910 19,175,447 343,474,472 4,297,397 (118,208,386) (5,941,224) (483,655) 5,060,152 587,226,925 28,811,316 1,225,646,592 64,360,448 501,336 1,290,508,376
Capital Reserve Reserve FVOCI reserve OCI reserve Reserve Other Reserve Merger Retained Result Equity Equity Result Equity
share premium
share
legal without reversal with reversal
to income statement to income statement
share
Treasury
Reserve IFRS
business
surplus earnings of the period attributable to attributable of the period
attributable to shareholders of
to attributable
combination shareholders of parent minorities to
parent minorities
At 31 December 2023 consolidated 95,877,237 265,996,418 19,175,447 418,110,265 3,874,216 (122,099,826) (5,871,728) (483,655) 5,060,152 606,287,894 85,268,519 1,371,194,940 64,005,858 4,627,846 1,439,828,643
Change in fair value of investments
measured at FVOCI (53,013,319) (53,013,319) (53,013,319)
Change in associated companies measured under the equity method (4,691,245) (4,691,245) (64,167) (4,755,412)
Change in fair value of current financial assets measured at FVOCI 1,335,848 1,335,848 1,335,848
Employee benefits 2,192 2,192 2,192
Total income and expenses recognised directly in equity (53,013,319) (3,355,397) 2,192 (56,366,524) (64,167) (56,430,691)
Profit/(loss) of the period 22,970,127 22,970,127 269,034 23,239,161
Total comprehensive income
Reversal of FVOCI reserve due to capital gain realised
(53,013,319)
(21,373,443)
(3,355,397) 2,192 21,373,443 22,970,127 (33,396,397)
0
(64,167) 269,034 (33,191,530)
0
Change in reserves of associated companies measured under the equity method (2,751,683) (2,751,683) (94,693) (2,846,376)
Change in other reserves (8) (8) (8)
Dividends distribution (24,825,852) (24,825,852) 0 (24,825,852)
Allocation profit 2023 85,268,519 (85,268,519) 0 4,627,846 (4,627,846) 0
Assignment of units related to performance shares 4,627,386 4,627,386 4,627,386
Acquisition of treasury shares
Assignment of treasury shares due to the exercise of Units related to performance shares
(1,043,179) (7,324,581) 2,192,179 (1,149,000) (7,324,581)
0
(7,324,581)
0

NOTES TO THE QUARTERLY CONSOLIDATED FINANCIAL REPORT AT 30 SEPTEMBER 2024

(1) Group activities

The TIP Group is an independent, diversified industrial group focused on medium-sized Italian companies. In particular, it carries out the following activities:

    1. investment as an active shareholder in companies (listed and not) representing "excellence" in their respective sectors of reference and, as part of the StarTIP project, in start-ups and innovative companies;
    1. investment through Itaca Equity Holding in the risk capital and similar forms, in companies undergoing temporary financial difficulties that are in need of strategic and organisational reorientation;
    1. advisory work in extraordinary finance transactions, particularly acquisitions and disposals, through the Tamburi & Associati (T&A) division.

(2) Accounting standards

The parent company, TIP, has been incorporated under the laws of Italy as a limited liability company and with registered office in Italy.

The company was listed in November 2005, and on 20 December 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP S.p.A. ordinary shares.

This quarterly consolidated financial report at 30 September 2024 was approved by the Board of Directors on 14 November 2024.

The quarterly consolidated financial report at 30 September 2024 was prepared on a going-concern basis.

The quarterly consolidated financial report consists of the income statement, the comprehensive income statement, the statement of financial position, the statement of changes in equity and the explanatory notes, and is accompanied by the Director's Report. The financial statements have been prepared in Euro, without decimal amounts.

The quarterly consolidated management report at 30 September 2024, in accordance with Article 82 of the Issuers' Regulations were drawn up in summary form due to the possibility granted and therefore does not contain the complete disclosure required for the annual financial statements.

The accounting standards and measurement criteria used to prepare this consolidated financial report are those described in the consolidated financial statements at 31 December 2023, except for those adopted from 1 January 2024, described in the consolidated financial report at 30 June 2024, the application of which did not have significant effects.

The quarterly consolidated financial report at 30 September 2024 has not been audited.

Consolidation principles and basis of consolidation

Consolidation scope

The consolidation scope includes the parent company TIP - Tamburi Investment Partners S.p.A. and the companies over which it directly or indirectly exercises control. An investor controls an investee when it is exposed to or has rights to variable income streams arising from its relationship with the investee and at the same time has the capacity to affect those income streams, by exercising its power over that entity in order to obtain benefits from its activities. The financial statements of the subsidiaries are included in the consolidated financial statements from the date at which control is effectively transferred to the Group and cease to be consolidated from the date at which control is transferred outside the Group.

As of 30 September 2024, the scope of consolidation included companies Clubtre S.r.l. (in liquidation), StarTIP S.r.l., TXR S.r.l., Investindesign S.p.A. and Club Design S.r.l.

Registered Number of
Company Name Office Share capital shares Number of shares % held
Investindesign S.p.A. Milan 16,000,000 16,000,000 8,110,848 50.69%
Club Design S.r.l.(1) Milan 100,000 100,000 20,000 20.00%
Clubtre S.r.l. (in
liquidation) (2) Milan 120,000 120,000 120,000 100.00%
StarTIP S.r.l. Milan 50,000 50,000 50,000 100.00%
TXR S.r.l. Milan 100,000 100,000 100,000 100.00%

Details of the subsidiaries are as follows:

(1) Equity investment considered a subsidiary by virtue of governance rights

(2) Placed in liquidation on 17 July 2024

Consolidation procedures

Subsidiaries are consolidated on the basis of the respective financial statements, adjusted appropriately to render them consistent with the accounting policies adopted by the Parent Company.

All intercompany balances and transactions, including any unrealised gains arising from relations between Group companies, are fully eliminated. Unrealised losses are eliminated, unless they represent impairment losses.

(3) Presentation

The choices adopted by the Group in relation to the presentation of the consolidated financial statements are summarised below:

  • income statement and comprehensive income statement: IAS 1 requires that items be classified based on either their nature or destination. The Group has decided to use the format of items classified by nature;
  • statement of financial position: in accordance with IAS 1, assets and liabilities must be classified as current and non-current or, alternatively, in order of liquidity. The Group has chosen the criteria of classification as current and non-current;
  • statement of changes in consolidated equity, prepared in accordance with IAS 1.

(4) Segment disclosure

TIP is a diversified, independent industrial group. The work performed by senior management to support the above activities, in terms of marketing contacts, initiatives, including institutional initiatives on the external side, and involvement in the various deals, is highly integrated. Furthermore, execution and other activity is organised with the aim of more flexible use of experts available "on call" when necessary in advisory or equity processes.

In view of this choice, a precise separate economic and financial representation of the different areas of activity cannot be provided, since the allocation of labour costs of senior management and other personnel on the basis of a series of estimates linked to parameters that could then be exceeded in actual operations would lead to a very high distortion in the profitability levels of the business segments, undermining the nature of the information.

In this quarterly consolidated financial report, only details of the performance of the "Revenues from sales and services" component, linked solely to advisory activities, are therefore provided, thus excluding the "Other revenues" account.

Euro 30 September 2024 30 September 2023
Revenues from sales and services 824,676 1,119,163
Total 824,676 1,119,163

The trend of revenues is strongly conditioned by the timing of accrual of success fees, which may have a variable distribution during the year.

(5) Purchases, service and other costs

This account comprises:

Euro 30 September 2024 30 September 2023
1. Services 1,696,164 1,757,933
2. Other expenses 629,465 754,981
Total 2,325,629 2,512,914

Service costs mainly refer to general and commercial expenses and professional and legal consultancy. These include 103,283 in remuneration of the independent auditors and 71,659 in fees of members of the Board of Statutory Auditors and Supervisory Board.

Other expenses mainly include non-deductible VAT and stamp duty.

(6) Personnel expense

Such costs include "Salaries and wages" and "Directors' fees".

Personnel expenses include a total charge of 4,627,386 of expenses accrued pro rata in relation to the assignment, in the second quarter of 2022, of 2,000,000 Units for the "TIP 2022-2023 Performance Share Plan", the assignment, in the second quarter of 2023, of 2,000,000 Units for the "TIP 2023-2025 Performance Share Plan" and the assignment, in the third quarter of 2024, of 2,000,000 Units for the "TIP 2024-2026 Performance Plan". In accordance with IFRS 2, the Units allocated were measured according to the equity settlement method.

The variable fees of executive directors are commensurate, as always, with performance, assessed on the basis of the company's pro forma data.

(7) Financial income/(expenses)

This account comprises:
Euro 30 September 2024 30 September 2023
1.
Income from investments
8,858,361 8,298,713
2.
Other income
1,534,100 2,180,220
Total financial income 10,392,461 10,478,933
3.
Interest and other financial expenses
(11,016,479) (14,134,433)
Total financial expenses (11,016,479) (14,134,433)

(7).1. Income from investments

Euro 30 September 2024 30 September 2023
Dividends 8,858,361 8,298,713
Total 8,858,361 8,298,713

At 30 September 2024, income from investments refers to dividends received from the following investee companies (euro):

Amplifon S.p.A. 2,158,868
Moncler S.p.A. 2,357,500
Azimut Benetti S.p.A. 1,494,436
Hugo Boss A.G. 1,458,000
Vianova S.p.A. 820,148
Basicnet S.p.A. 443,409
Other companies 126,000
Total 8,858,361

(7).2. Other income

It mainly includes interest income on bonds of 947,408, loan interest income and bank interest of 586,692, as well as exchange rate gains.

(7).3. Interest and other financial expenses

Euro 30 September 2024 30 September 2023
Interest on bonds 8,472,554 6,045,146
Other 2,543,925 8,089,287
Total 11,016,479 14,134,433

"Interest on bonds" refers to a total of 4,684,943 relating to the TIP 2019-2024 Bond Loan of 300 million and 3,787,611 to the TIP 2024-2029 Bond Loan of 290.5 million, both calculated using the amortised cost method by applying the effective interest rate.

The item "Other" includes bank interest on loans of 2,263,051, changes in the fair value of derivative instruments of 191,283 and other financial expenses and foreign exchange losses.

(8) Share of profit/(loss) of associated companies measured under the equity method

The share of the profit/(loss) of associated companies, resulting in income of around 40.4 million, includes the excellent result of OVS and the positive results of investee companies IPGH (Interpump), ITH (SeSa), Beta Utensili, Sant'Agata (Chiorino), Roche Bobois, Elica, Dexelance and

Limonta.

For more information on these equity investments, see Note 10, "Investments in associates measured under the equity method", and Attachment 2.

(9) Investments measured at FVOCI

This account refers to minority investments in listed and non-listed companies.

Euro 30 September 2024 31 December 2023
Investments in listed companies 374,981,744 483,811,176
Investments in unlisted companies 334,244,951 312,696,068
Total 709,226,695 796,507,244

Changes in investments measured at FVOCI are shown in Attachment 1.

As of 30 September 2024, the TIP Group holds investments (Apoteca Natura, Buzzoole, Joivy (DV Holding), Mulan Holding and Simbiosi) not classified as associates, despite the presence of an equity investment of more than 20% and/or other indicators that may indicate significant influence, since they are not able to provide the periodic financial information that would enable the TIP Group to process the accounting data required for the equity method. The unavailability of this information is an objective limitation on the exercise of significant influence, and consequently it was deemed appropriate to classify the equity investments as investments measured at FVOCI.

(10) Investments in associates measured under the equity method
Euro 30 September 2024 31 December 2023
Asset Italia S.p.A. 109,731,700 119,442,342
Beta Utensili S.p.A. 120,175,091 121,513,680
Clubitaly S.p.A. 44,062,828 44,086,044
Elica S.p.A. 43,448,752 44,317,001
Gruppo IPG Holding S.p.A. 141,998,965 132,318,214
Itaca Equity Holding S.p.A. 8,298,565 7,583,487
Itaca Equity S.r.l. 696,511 397,120
Dexelance S.p.A. (formerly Italian Design Brands S.p.A.) 151,311,973 148,429,841
ITH S.p.A. 87,701,951 82,857,014
Overlord S.p.A. 26,956,778 26,968,027
OVS S.p.A. 188,817,283 183,695,148
Roche Bobois S.A. 86,692,462 88,034,986
Sant'Agata S.p.A. 64,921,715 62,346,915
Other associated companies 644,651 644,651
Total 1,075,459,225 1,062,634,470

The main changes during the period consist of shares of profits of approximately 40.4 million, as discussed in note 8, decreases in the reserves of associates of approximately 7.7 million and dividends received of approximately 25 million, not taken to the income statement but recorded as a reduction of the investment in the associated companies. During the period, the investment in Dexelance S.p.A. was also increased by around 2.6 million and the investment in Itaca Equity Holding S.p.A., with reference to the indirect investment in Landi Renzo, was increased by around 2.5 million.

For more information on these investments, see Note 8 "Share of profit/(loss) of investments measured under the equity method" and Attachment 2.

(11) Financial receivables measured at amortised cost

Euro 30 September 2024 31 December 2023
Financial receivables measured at amortised cost 5,221,562 5,099,218
Total 5,221,562 5,099,218

Financial receivables calculated at amortised cost refer to loans with medium-term repayment.

(12) Non-current financial assets measured at FVTPL

Euro 30 September 2024 31 December 2023
Current financial assets measured at FVTPL 2,312,192 2,312,192
Total 2,312,192 2,312,192

Current financial assets valued at FVTPL refer to convertible bonds.

(13) Derivative instruments

The derivatives item refers to ETF Short instruments.

(14) Current financial assets measured at FVOCI

Euro 30 September 2024 31 December 2023
Current financial assets measured at FVOCI 27,983,638 25,544,195
Total 27,983,638 25,544,195

These are non-derivative financial assets consisting of investments in bonds and government securities for the purposes of temporary use of liquidity. Some securities, with a total value of 14.5 million, are collateral for a loan.

(15) Cash and cash equivalents

This item represents the balance of bank deposits determined by the nominal value of the current accounts held with credit institutions.

Euro 30 September 2024 31 December 2023
Bank deposits 4,148,639 4,876,904
Cash in hand and similar 5,982 4,716
Total 4,154,621 4,881,620

The table below shows the composition of the net financial position at 30 September 2024, compared with the net financial position as at 31 December 2023.

Euro 30 September 2024 31 December 2023
A Cash and cash equivalents 4,154,621 4,881,620
B Other cash equivalents 0 0
C Other current financial assets 29,928,084 34,005,480
D Liquidity (A+B+C) 34,082,705 38,887,100
Current financial debt (including debt instruments but
E excluding current portion of non-current financial debt) 21,380,717 334,307,083
F Current portion of non-current financial debt 38,146,845 19,056,400
G Current financial debt (E+F) 59,527,562 353,363,483
H Net current financial debt (G-D) 25,444,857 314,476,383
Non-current financial debt (excluding current portion and
I debt instruments) 100,625,831 94,394,176
Euro 30 September 2024 31 December 2023
J Debt instruments 289,181,458 0
K Trade payables and other non-current payables 0 0
L Non-current financial debt (I+J+K) 389,807,289 94,394,176
M Total financial debt (H+L) 415,252,146 408,870,559

The change in the period essentially relates to the use of cash for the distribution of dividends, for operating expenses, to finalise equity investments and the purchase of treasury shares, net of proceeds from divestments and dividend receipts.

(16) Share capital

The share capital of TIP S.p.A. amounts to 95,877,236.52, represented by 184,379,301 ordinary shares.

At 30 September 2024, the Company held 19,146,336 treasury shares, representing 10.384% of the share capital.

no. of treasury shares at 1 no. of shares acquired at no. of shares sold at no. of treasury shares at
January 2024 30 September 2024 30 September 2024 30 September 2024
18,672,951 806,679 333,294 19,146,336

Shares sold refers to the assignment of shares to directors and employees following the exercise of performance share Units.

Additional disclosures on equity at 30 September 2024 are provided below:

(17) Reserves

Share premium reserve

It amounted to 264,953,239 and was reduced by the assignment of shares to directors and employees following the exercise of the performance share Units mentioned above.

Legal reserve

The legal reserve stood at 19,175,447 and was unchanged on December 31, 2023.

Fair value OCI reserve without reversal to profit or loss

The reserve was positive and amounted to 343,723,503. It refers to changes in the fair value of equity investments, net of the effect of related deferred taxes. Amounts relating to capital gains realised on partial disinvestments of equity investments that are not reversed to the income statement pursuant to IFRS 9 have been reclassified from the reserve to retained earnings.

For details of the changes, see Attachment 1 and Note 9 (Investments measured at FVOCI) and Note 10 (Investments measured under the equity method).

Fair value OCI reserve with reversal to profit or loss

The reserve was positive and amounted to 518,819. It mainly refers to changes in the fair value of the securities acquired as a temporary investment. The related fair value reserve will be reversed to the income statement when the underlying security is sold.

Treasury share acquisition reserve

The reserve was negative and amounted to 127,232,228.

Other reserves

These were negative for 5,142,841 overall. They mainly refer to decreases in reserves for investments measured under the equity method. They include the reserve for the assignment of performance share Units.

IFRS business combination reserve

The reserve was negative and amounted to 483,655, unchanged from December 31, 2023.

Merger surplus

The merger surplus amounted to 5,060,152 and arose from the merger of Secontip S.p.A. into TIP S.p.A. on January 1, 2011.

Retained earnings

Retained earnings amounted to 688,104,005 and increased compared with 31 December 2023 due to the allocation of the 2023 profit and the reclassification from the fair value OCI reserve without reversal to profit or loss of the amounts relating to capital gains realised on partial disinvestments of equity investments not recognised through profit or loss.

(18) Net result for the period

Basic earnings per share

At 30 September 2024, basic earnings per share – profit for the period divided by average number of shares in issue in the period calculated, also taking into account treasury shares – was a positive 0.14.

Diluted earnings per share

At 30 September 2024, diluted earnings per share were positive and amounted to 0.14. This amount represents the profit for the period divided by the average number of ordinary shares in issue at 30 September 2024, calculated taking into account treasury shares and any dilutive effects of the shares in service of the performance share plans.

(19) Post-employment benefit provisions

At 30 September 2024, the balance of the item relates to the post-employment benefits due to all employees of the company at the end of their employment. The liability has not been updated on an actuarial basis.

(20) Non-current financial liabilities

Non-current financial liabilities of 388,077,897 refer to:

  • the sum of 289,181,459 relating to the TIP 2024-2029 Bond Loan placed in June 2024 with a nominal value of 290,500,000. The loan, with an accrual start date of 21 June 2024 and maturity date of 21 June 2029, was issued at nominal value and offers annual coupons at a nominal annual gross fixed rate of 4.625%. The loan has been accounted for at amortised cost by

applying the effective interest rate that takes into account the transaction costs incurred for the issue of the bond and the bonds repurchased by the company;

  • the sum of 69,889,699 refers to the medium/long-term portion of a loan with a nominal value of 100,000,000, with final repayment on 31 December 2025, recorded at amortised cost by applying the effective interest rate that takes into account the transaction costs incurred to obtain the loan. The loan includes compliance with a covenant on an annual basis;
  • the sum of 24,954,741 relates to a medium/long-term loan with a nominal value of 25,000,000, repayable at maturity on 30 June 2027, recorded at amortised cost by applying the effective interest rate that takes account of the transaction costs incurred to obtain the loan. The loan includes compliance with a covenant on an annual basis;
  • the sum of 4,051,998 relates to the medium/long-term portions of a fixed-rate loan that is repayable at maturity on 12 April 2026.

In accordance with the application of the international accounting standards referred to in Consob Recommendation DEM 9017965 of 26 February 2009 and Bank of Italy/Consob/ISVAP Document No. 4 of March 2010, it should be noted that the item in question does not include any exposure related to unfulfilled covenants.

(21) Current financial liabilities

Current financial liabilities of 59,440,804 mainly refer to:

  • 30,378,611 for the short-term portion of the repayable principal of the medium/long-term loan with a nominal value of 100,000,000;
  • 21,318,558 in bank payables, mainly relating to the use of current account overdraft facilities;
  • 4,025,831 for the short-term portion of the repayable principal of a medium/long term fixedrate loan maturing on 12 April 2026;
  • 3,717,804 of interest accrued on the TIP 2024-2029 bond.

(22) Transactions with related parties

The table shows the data related to the transactions with related parties performed during the period, with details of the amounts, types and counterparties.

Party Type Consideration/balance Consideration/balance
at 30 September 2024 at 30 September 2023
Asset Italia S.p.A. Revenues 503,075 753,075
Asset Italia S.p.A. Trade receivables 3,075 253,075
Asset Italia 1 S.r.l. Revenues 3,075 3,075
Asset Italia 1 S.r.l. Trade receivables 3,075 3,075
Asset Italia 3 S.r.l. Revenues 3,075 3,075
Asset Italia 3 S.r.l. Trade receivables 3,075 3,075
Clubitaly S.p.A. Revenues 25,575 25,575
Clubitaly S.p.A. Trade receivables 25,575 25,575
Gruppo IPG Holding S.p.A Revenues 22,500 22,500
Gruppo IPG Holding S.p.A Trade receivables 22,500 22,500
Itaca Equity S.r.l. Revenues 22,500 26,500
Itaca Equity S.r.l. Trade receivables 7,500 7,500
Itaca Equity S.r.l. Shareholder loan 710,000 710,000
Itaca Equity Holding S.p.A. Revenues 7,500 7,500
Party Type Consideration/balance
at 30 September 2024
Consideration/balance
at 30 September 2023
Itaca Equity Holding S.p.A. Trade receivables 7,500 7,500
Itaca Gas S.r.l. Revenues 6,000 6,000
Itaca Gas S.r.l. Trade receivables 6,000 6,000
Overlord S.p.A. Revenues 3,075 3,075
Overlord S.p.A. Trade receivables 3,075 3,075
Services provided to companies related to the Board of
Directors
Revenues from
services
40,000 37,500
Services provided to companies related to the Board of
Directors
Trade receivables 7,000 13,000
Services received from companies related to the Board of
Directors
Costs (services
received)
3,742,588 5,869,013
Payables for services received from companies related to
the Board of Directors
Sundry payables 3,330,088 5,456,513

The services offered to all the parties listed above were provided at arm's-length contractual and economic terms and conditions.

On behalf of the Board of Directors Executive Chairperson Giovanni Tamburi

Milan, 14 November 2024

ATTACHMENTS

Declaration by the Financial Reporting Officer and the delegated administrative bodies pursuant to Article 81ter of CONSOB Regulation No. 11971 of 14 May 1999 as amended and supplemented.

    1. The undersigned, Alessandra Gritti, as Chief Executive Officer, and Claudio Berretti, as the Financial Reporting Officer of Tamburi Investment Partners S.p.A., declare, pursuant to Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998:
    2. the adequacy in relation to the characteristics of the Company; and
    3. the effective application during the period to which the consolidated financial statements refer

of the administrative and accounting procedures for the preparation of the quarterly consolidated financial statements at 30 September 2024.

No significant issues have emerged in this regard.

    1. We also declare that:
    2. a) the quarterly consolidated financial report at 30 September 2024 corresponds to the accounting documents and records;
    3. b) the quarterly consolidated financial report at 30 September 2024 has been prepared in accordance with the International Financial Reporting Standards (IFRSs) and the related interpretations published by the International Accounting Standards Board (IASB) and adopted by the Commission of the European Communities by Regulation No. 1725/2003 as amended, in accordance with Regulation No. 1606/2002 of the European Parliament and, to the best of our knowledge, is suitable to provide a true and fair representation of the consolidated results, balance sheet and financial position of Tamburi Investment Partners S.p.A.
    4. c) the Directors' Report includes a reliable analysis of significant events occurring during the year and their impact on the consolidated financial statements, as well as a description of the main risks and uncertainties. The Directors' Report also includes a reliable analysis of information on significant transactions with related parties.

The Managing Officer The Executive Officer for Financial Reporting

Milan, 14 November 2024

Attachment 1 – Changes in investments measured at FVOCI

Balance at 1.1.2024 increases decreases
Euro cost adjustment Write-down book value at acquisitions or reclassifications increases decreases decreases fair value transfers changes value at
historical fair value P/L fair value incorporations fair value fair value value transfers in income 30/09/2024
for realisations statement
Non-listed companies
Apoteca Natura Investment S.p.A. 25,000,000 25,000,000 513,010 25,513,010
Azimut Benetti S.p.A. 26,123,313 82,376,687 108,500,000 70 (70) 108,500,000
Bending Spoons S.p.A. 10,620,451 62,011,268 72,631,719 4,681,656 10,926,431 88,239,806
Buzzoole Plc. 5,392,122 (4,206,702) 1,185,420 200,000 (545,420) 840,000
Dv Holding S.p.A. 13,596,812 10,502,107 24,098,918 24,098,918
Heroes S.r.l. (Talent Garden S.p.A.) 2,536,572 9,310,196 11,846,768 8,305 11,855,073
Lio Factory Scsp 10,012,688 10,012,688 10,012,688
Mulan Holding S.r.l. 7,050,752 7,050,752 7,050,752
Simbiosi S.r.l. 10,082,472 10,082,472 10,082,472
Talent Garden S.p.A. 8,172,511 750,790 8,923,301 8,923,301
Vianova S.p.A. (formerly Welcome Italia S.p.A.) 10,867,774 20,132,225 31,000,000 5,627,400 36,627,400
Other equity instr. & other minor 2,270,407 193,623 (100,000) 2,364,030 200,000 (62,500) 2,501,530
Total non-listed companies 131,725,874 181,070,194 (100,000) 312,696,068 5,089,961 0 17,066,911 0 (607,920) (70) 0 334,244,951
Listed companies no. of shares
Alkemy S.p.A. 404,000 4,747,074 (1,034,314) 3,712,760 1,135,240 4,848,000
Amplifon S.p.A. 7,444,415 62,652,269 170,654,382 233,306,651 1,244 (41,167,544) 192,140,351
Basicnet S.p.A. 2,956,066 14,874,159 (1,424,059) 13,450,100 (3,754,204) 9,695,896
Hugo Boss AG 1,080,000 80,298,115 (7,441,315) 72,856,800 (28,479,600) 44,377,200
Moncler S.p.A. 2,050,000 32,102,928 82,082,072 114,185,000 2,706,000 116,891,000
Prysmian S.p.A. 17,366,185 19,686,815 37,053,000 1,944,150 (17,366,185) (21,630,965) 0
Zest S.p.A. (formerly Digital Magics S.p.A.) 22,029,906 12,377,177 (6,702,082) 5,675,095 (2,271,475) 3,403,620
Other listed equity investments 15,520,423 (2,952,494) (8,996,161) 3,571,769 230,064 271,277 (373,641) (85,116) 11,324 3,625,676
Total listed companies 239,938,330 252,869,005 (8,996,161) 483,811,176 231,308 0 6,056,667 (17,739,826) (75,757,939) (21,619,641) 0 374,981,744
Total investments 371,664,204 433,939,199 (9,096,161) 796,507,244 5,321,269 0 23,123,579 (17,739,826) (76,365,859) (21,619,711) 0 709,226,695
Book value Book value
Euro at 31.12.2022 Purchases/ Share of profit increases increases increases (decreases) at 31.12.2023
reclassifications of associated
companies
(decreases) (decreases) (decreases) or returns
measured
valued
FVOCI
reserve
OCI reserve other reserves or reclassifications
by
equity method
without reversal with reversal or dividends
to P&L to P&L
Asset Italia S.p.A. 108,494,337 12,024,872 46,871 (1,123,738) 119,442,342
Beta Utensili S.p.A. 116,934,575 8,081,390 911,704 (4,413,990) 121,513,680
Clubitaly S.r.l. 41,926,327 2,198,489 (38,773) 44,086,044
Elica S.p.A. 47,173,291 1,021,737 (3,521,896) 1,386,990 (795,380) (947,743) 44,317,001
Gruppo IPG Holding S.r.l. 136,450,673 22,844,626 (248,877) (542,555) (26,185,655) 132,318,214
Itaca Equity Holding S.p.A. (1) 10,550,801 (2,928,468) 107,278 (146,126) 7,583,487
Itaca Equity S.r.l. (1) 466,717 (210,247) 141,482 (833) 397,120
Italian Design Brands S.p.A. (2) 138,997,257 10,158,627 (450,707) (275,336) 148,429,841
ITH S.p.A. 73,932,885 9,382,097 346,931 146,492 (951,392) 82,857,014
Overlord S.p.A. 26,981,705 (13,678) 26,968,027
OVS S.p.A. 176,463,951 11,626,648 (318,474) 887,684 (4,964,662) 183,695,148
Roche Bobois S.A. 84,558,656 10,854,830 (62,753) 424,578 (7,740,326) 88,034,986
Sant'Agata S.p.A. 58,071,616 4,878,200 (87,491) (35,410) (480,000) 62,346,915
Other associated companies 673,101 (28,450) 644,651
Total 882,678,639 142,217,483 83,109,778 46,871 602,345 (336,884) (45,683,769) 1,062,634,470

Attachment 2 – Changes in associated companies measured under the equity method

(1) The changes in the investees include estimates from the available "unaudited" financial information of GBD/Landi Renzo.

(2) The increase refers to the inclusion in the scope of consolidation, following the acquisition of the subsidiary Investindesign S.p.A., which holds the equity interest in Italian Design Brands S.p.A.

Book value Book value
Euro at 31.12.2023 Purchases/ Share of profit increases increases increases (decreases) at 30.9.2024
reclassifications of associated
companies
(decreases) (decreases) (decreases) or returns
measured
valued
FVOCI
reserve
OCI reserve other reserves or reclassifications
by
equity method
without reversal with reversal or dividends
to P&L to P&L
Asset Italia S.p.A. 119,442,342 (451,336) (2,852,527) 331 (6,407,109) 109,731,700
Beta Utensili S.p.A. 121,513,680 3,486,128 74,955 (4,899,672) 120,175,091
Clubitaly S.r.l. 44,086,044 (23,216) 44,062,828
Elica S.p.A. 44,317,001 1,366,940 (1,444,663) (108,727) (681,800) 43,448,752
Gruppo IPG Holding S.r.l. 132,318,214 9,985,851 (243,771) (61,329) 141,998,965
Itaca Equity Holding S.p.A. 7,583,487 2,447,207 (1,875,448) 87,867 55,452 8,298,565
Itaca Equity S.r.l. 397,120 230,567 67,545 1,280 696,511
Dexelance S.p.A. (formerly Italian Design Brands S.p.A.) 148,429,841 2,633,245 603,753 (143,338) (211,528) 151,311,973
ITH S.p.A. 82,857,014 6,216,961 (142,990) (1,229,033) 87,701,951
Overlord S.p.A. 26,968,027 (11,249) 26,956,778
OVS S.p.A. 183,695,148 14,871,012 (150,358) (1,324,082) (8,274,437) 188,817,283
Roche Bobois S.A. 88,034,986 88,022 2,817,978 51,658 (4,300,181) 86,692,462
Sant'Agata S.p.A. 62,346,915 3,142,800 (84,000) (4,000) (480,000) 64,921,715
Other associated companies 644,651 644,651
Total 1,062,634,470 5,168,474 40,360,741 0 (4,779,623) (2,881,636) (25,043,199) 1,075,459,225

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