TXT: announcement regarding the tax position of a subsidiary

TXT: announcement regarding the tax position of a subsidiary | Phynwire

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Regolamentata n.

0439-61-2026Data/Ora Inizio Diffusione 28 Luglio 2026 20:16:11Euronext Star Milan

Societa' :TXT e-SOLUTIONS Utenza - referente :TXTN02 - Favini Andrea

Tipologia :2.2

Data/Ora Ricezione :28 Luglio 2026 20:16:11 Data/Ora Inizio Diffusione :28 Luglio 2026 20:16:11 Oggetto :TXT: announcement regarding the tax position of a subsidiary Testo del comunicato

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TXT e -solutions S.p.A ., Via Milano, 150 - 20093 Cologno Monzese (MI) - Italy, Tel. +39 02 257711 Fax. +39 02 2578994, PEC txtesolutions@legalmail.it , C.F./P.IVA/Registro delle Imprese di Milano, Monza Brianza e Lodi n. 09768170152, Capitale Sociale € 6.503.125,00 i.v.

www.txtgroup.com

PRESS RELEASE

TXT: announcement regarding the tax position of a subsidiary

Milan, 28 July 2026 – 20:15 TXT e -Solutions S.p.A. ("TXT" or the “Company”), listed on the STAR segment of the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A., hereby announces the following in relation to the tax position of its subsidiary TXT Assioma S.r .l. (the “Subsid-

iary”), pursuant to and for the purposes of Regulation (EU) No. 596/2014 (MAR) .

Since February 2026, the Subsidiary has been subject to a tax audit by the Italian Revenue Agency – Turin Provincial Office I, initially concerning the 2024 tax year and subsequently extended to the 2021, 2022 and 2023 tax years. The audit concerned transa ctions carried out during the years under review with two suppliers, in relation to which transactions subsequently emerged that were alleged to have caused damage to the Italian tax au-

thorities and to the Subsidiary itself. The Subsidiary believes that it acted in good faith and that it was the victim of such unlawful conduct, in respect of which all appropriate actions before the competent authorities are currently being assessed .

These transactions were carried out as part of an international business development initiative of the Subsidiary, launched at the end of 2021 and definitively concluded in 2024.

In light of the above, there is no risk of recurrence of similar circumstance s with respect to tax years subsequent to 2024 .

The Board of Directors of TXT resolved to authorise the Subsidiary, as a precautionary measure and as part of a responsible approach to tax risk management, to proceed with voluntary tax regularisation ( ravvedimento operoso) pursuant to Article 13 of Legislative Decree No. 472 of 18 December 1997, in relation to the tax years covered by the audit. This decision reflects the Company’s intention to adopt a cooperative approach towards the tax authorities, w ith the aim of regularising the Subsidiary’s tax position, limiting its expo-

sure to further costs and reducing the risk of potential litigation, in the interests of its shareholders .

With the support of its advisors and having consulted the Executive Officer responsible for the preparation of the Company’s corporate accounting documents, the Company has estimated the total cost relating to the regularisation of the tax years concerned at ap-

proximately €12.7 million. This estimate includes additional taxes, reduced penalties and

www.txtgroup.com

PRESS RELEASE

interest and will be recognised in the Half -Year Financial Report as at 30 June 2026, cur-

rently under approval. The cost will be separately presented as a non -recurring item, with appropriate disclosure in the notes to the financial statements regarding its nature and origin .

Today, the Subsidiary completed the voluntary tax regularisation (ravvedimento oper-

oso) relating to the 2024 tax year, making a payment of €5.0 million in respect of addi-

tional taxes, reduced penalties and interest, as well as cancelling the remaining tax credit of €1.5 million accrued in 2024 .

Chairman Enrico Magni commented: “In the interests of prudence and transparency, we have decided to definitively resolve the implications arising from a past initiative, which has now been concluded. This is an extraordinary item that in no way affects the sound-

ness of the Group’s fundamen tals or its growth prospects. The results for the first half of 2026, which we expect to approve next week, will confirm the validity of the strategy we have pursued and the strength of our business model. We continue to deliver organic growth of more than 15%, supported by solid margi ns in line with the forecasts set out in the Business Plan, as well as by careful management of our financial position. We there-

fore confirm our guidance for the year, including our expectation that the ratio of net financial debt to EBITDA will remain below 2x on an annual basis. The decision to defini-

tively close this matter reflects our determination to eliminate any element of uncertainty and to focus the Group’s resources fully on achieving and exceeding the objectives of the Business Plan. As Chairman and reference shareholder, I look to the Company’s pro-

spects with confidence, convinced that TXT’s strategic vision and execution capabilities will enable us to continue creating sustainable value for all shareholders. ” As of today, this press release is also available on the Company’s website www.txt-

group.com , in the Investor Relations section, as well as on the authorised storage mech-

anism eMarket STORAGE .

TXT is an international IT Group, end -to-end provider of consultancy, software services and solutions, supporting the digital transformation of customers’ products and core processes. With a proprietary software portfolio and deep expertise in vertica l dom ains, TXT operates across different markets, with a growing footprint in Aerospace, Aviation, Defense, Industrial, Government and Fintech. TXT is headquartered in Milan and has subsidiaries in Italy, Germany, the United Kingdom, France, Switzerland, Canada, Singapore and the United States of America. The holding company TXT e -solutions S.p.A, has been listed on the Italian Stock Exchange, STAR segment (TXT.MI), since July 2000 .

www.txtgroup.com

PRESS RELEASE

For further information :

Marcello Bussolin - CFO Tel. +39 02 257711

infofinance@txtgroup.com

Andrea Favini – IR Tel. +39 02 257711

infofinance@txtgroup.com

Fine Comunicato n.0439-61-2026 Numero di Pagine: 5