Rosetti Marino : June 19, 2024 Consolidated Finanacial Statement 2023

Consolidated Financial Statements at 31/12/2023

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		I N D E X
			Page
1.	Directors' Report on operations, accompanying the
	consolidated financial statements at 31 December 2023	3
2.	Consolidated financial statements at 31 December 2023:
	-	Balance Sheet	18
	-	Income Statement	20
	- Statement of Cash Flows	21
	- Notes to the Consolidated Financial Statements:

• Structure and content of the consolidated financial

	statements	22
∙	Consolidated reporting date	23
∙	Consolidation principles	23
∙	Scope of consolidation	25

• Reconciliation between shareholders' equity and profit

	for the year of Rosetti Marino S.p.A. and consolidated
	shareholders' equity and profit for the year	26
∙	Accounting policies	27
∙ Comments on main asset items	34
∙ Comments on main liability and equity items	44
∙ Comments on main income statement items	51
∙	Other information	58
	Attachments:
-	Statement of movements on shareholders' equity
	for the year ended 31 December 2023	61
-	Detailed analysis of tangible assets at 31 December 2023	62
-	Temporary differences leading to recognition of
	deferred taxation	63
3. External Auditor's Report	64

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DIRECTORS' REPORT ON OPERATIONS,

ACCOMPANYING THE CONSOLIDATED FINANCIAL STATEMENTS

AT 31 DECEMBER 2023

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The consolidated financial statements of the Group for the period ended 31 December 2023 report a net profit of Euro 7,043 thousand after depreciation and amortisation of Euro 7,015 thousand, writedowns of current assets of Euro 2,679 thousand and allocations to provisions for risks of Euro 205 thousand.

We present below an overview of the operating performance in 2023 and analysis of how the business can be expected to develop going forward.

OPERATING PERFORMANCE

In addition to a return to profitability with a 52% increase on prior year and on top of the significant growth in production volumes, the most significant matters that characterised the 2023 reporting period were as follows:

• the significant value of new orders taken and the substantial order book achieved which show how the Group has taken advantage of the strong recovery of the Energy market as a whole;
• the make-up of the order book with a significant - even predominant
  - presence of the Renewables and Carbon Neutrality sector alongside the traditional Oil&Gas sector;
• the sale by the Parent Company of the San Vitale Yard and the AMT Carrier barge, as a result of the decision not to pursue further opportunities in the Merchant Shipbuilding sector. This decision has boosted the Group's finances while also generating significant gains on disposal (totalling Euro 8,110 thousand) which have more than offset the additional losses made in that sector during the reporting period;
• the ability to reinforce and enhance the business structure, especially in terms of human resources, in order to cope with the growing

workload.

The size and make-up of the order backlog are the result of the commercial and business development strategies that the Group dared to launch several years ago and which have proven to be successful given the results achieved in 2023 and the significant benefits that will be enjoyed in the years ahead. In order to understand fully the significance, it is worth remembering that the current Energy market context is marked by the so-called "trilemma" i.e. the need to meet three, apparently divergent, great expectations: the desire to reduce the

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portion of "climate-changing" emissions that are caused by the use of fossil fuels, the need to guarantee secure energy sources and the need to ensure that energy is accessible at affordable prices.

This complex combination of factors has found the Group ready to respond positively to the needs of the market and created a number of particularly important opportunities.

In terms of emissions reduction, it should be noted that almost 60% of the Group's order backlog - now totalling Euro 818 million - is made up of projects relating to the Renewables and Carbon Neutrality sector, projects that are carried out with the specific aim of generating energy while reducing greenhouse gas emissions.

With regard to the order book, in addition to the contracts acquired by the Parent Company, important orders include the one taken by Nigerian associated company Rosetti Pivot Ltd to construct a Calm Buoy for the mooring of FPSOs and the order taken by Kazakh subsidiary Kazakhstan Caspian Offshore Industries Llp for preparatory works on the building of a large Slug Catcher.

With regard to the Group's only project for the Russian Federation, it should be noted that, in June 2023, Russian subsidiary OOO Rosetti Marino Project signed a Supplementary Agreement with the end client, establishing the terms and conditions for the early termination of the contractual relationship; it set out the final prices, the value of contractual variations, the timetable for the last invoices and payment thereof, the reimbursement of advances, payment of amounts withheld and the release of bank guarantees still in place. To date, the bank guarantees have been released and all payments for this contract have been made, except for those relating to the few materials that were delivered to the client by the end of the reporting period in full compliance with the cross-sanctions imposed by the European Union and the Russian Federation.

With regard to energy security, it is worth highlighting the fact that the Group is involved in key projects for both the development of infrastructures to receive liquefied natural gas in Italy and for the conversion or adaptation of floating plants destined for producer countries other than the Russian Federation.

Finally, it should be noted that the Group companies are able to make an important contribution to affordable energy by fulfilling orders for countries that can count on existing, depreciated gas pipelines and infrastructures that are currently under-utilised.

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Although the bulk of the new orders only materialised in the second half of 2023, thus making a limited contribution to production for the year, GIP for the reporting period increased significantly from Euro 316 million in 2022 to Euro 359 million in 2023 (+13%).

Meanwhile, it is important to highlight the fact that consolidated net profit was hit by the negative performance of some of the Group's Italian subsidiaries. Undoubtedly, the worst result was that reported by subsidiary Fores Engineering S.r.l. - it recorded a hefty loss that was significantly worse than the large losses already reported in the previous two years. Subsidiaries Rosetti Superyachts S.p.A. and GM Green Methane S.r.l. also made losses with the latter suffering from market uncertainty over government policy on incentives to encourage production of Biomethane in Italy. The negative results of these Italian companies were offset in part by the positive performance of subsidiary Tecon S.r.l. and, especially, Nigerian associated company Rosetti-Pivot Ltd which reported its best ever result since its foundation.

The consolidated financial statements were also burdened by financial expenses totalling Euro 3,657 thousand, mainly regarding the Parent Company and subsidiary Rosetti Superyachts S.p.A..

A selection of the key performance indicators is provided below:

31.12.23 31.12.22

G.I.P. (Gross Internal Product) (in	359,129	316,487
thousands of Euro)
(A1+A2+A3 of the Income Statement)
EBITDA (in thousands of Euro)	23,580	30,147
(A+B-10-12-13 of the Income
Statement)
EBITDA / GIP	6.57%	9.53%
EBIT (in thousands of Euro)	12,042	18,745
(A+B of the Income Statement)
EBIT / GIP	3.35%	5.92%
Profit before tax (in thousands of	8,397	12,842
Euro)
(item 22 of the Income Statement)
Profit before tax / GIP	2.34%	4.06%
Net Profit (in thousands of Euro)	7,043	4,644
(item 23 of the Income Statement)
Net Profit / GIP	1.96%	1.47%
R.O.E	5.68%	4.04%

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(Net Profit / Opening equity)

It should be noted that the interim performance indicators shown in the above table - in particular, EBITDA and EBIT - are not specifically defined under Italian GAAP. Therefore, the methods applied by the Group to determine them might not be consistent with those used by other companies and/or groups in the industry and, consequently, the figures might not be suitable for comparison.

An analysis of the various business segments in which the Group operates is provided below. Please refer to the Notes to the Financial Statements for more detailed analysis of the numbers themselves:

Oil&Gas Business Unit

The construction of plant and installations for the Oil&Gas industry was confirmed as the Group's most important operating segment with value of production of around Euro 315 million (Euro 270 million in 2022.

Production activities were carried out in the Oil & Gas Platform sector (Euro 170 million), in the Brown field sector (Euro 107 million) and in the Technical Services sector (Euro 38 million).

In the first half of the year, the Parent Company continued with work on a Platform for Argentina that was being built at the Piomboni Yard and on the Brownfield project in Qatar; both of these projects were completed by the reporting date. Meanwhile, the second half of the year saw the start of work on the construction of both an LNG unloading platform and the mooring structures of the FSRU and the LNG carriers for the new offshore LNG terminal in Ravenna.

Engineering activities for third parties were carried out continuously throughout the year, as was work on Technical Services projects. Subsidiary Tecon S.r.l. worked in Engineering Services in line with its potential capacity and made an important contribution to the design of the mooring structures and has unloading platform for the regasification vessel destined for Ravenna. The volume of work carried out by subsidiary Fores Engineering S.r.l. fell slightly short of its potential in the production of electro-instrumental packages and automation and telecom systems.

All of the Group's Italian companies recorded an increased volume of work on Technical Services with the Parent Company achieving volumes never seen previously.

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Among the Group's foreign companies, it is worth highlighting the excellent performance of Nigerian associated company Rosetti Pivot Ltd

• it recorded healthy margins and a enjoyed a positive exchange rate effect although it could still further improve its volume of work.
  Kazakh subsidiary Kazakhstan Caspian Offshore Industries Llp performed well. In the second half of the year, it won a major order that will guarantee a healthy workload and satisfactory margins throughout the 2024 reporting period.

Renewables and Carbon Neutrality Business Unit

The construction of plant and installations for the Renewables and Carbon Neutrality sector helped generate a volume of production of around Euro 32 million, a significant increase on prior year (+19% on Euro 27 million in 2022)).

Production activities were carried out in the Biomethane Upgrading sector (Euro 9 million), in the Decarbonisation sector (Euro 18 million) and in the Wind sector (Euro 5 million).

The other important projects in this sector that currently form part of the Group's order backlog were only awarded in the third and fourth quarters of the year and did not make a significant contribution towards GIP for the reporting period.

Shipbuilding Business Unit

Shipbuilding recorded a lower volume of work than in prior year with a value of production of Euro 12 million (against Euro 19 million in 2022).

Around Euro 7 million of this value of production was generated in the Superyachts segment, around Euro 4 million in the Tugboat segment and around Euro 1 million in the Repair&Refit segment.

During the reporting period, neither the Parent Company nor the subsidiary Rosetti Superyachts S.p.A. carried out any commercial activities and no further activity is planned in the shipbuilding sector until such time as there is an improvement in its future market prospects.

CAPITAL EXPENDITURE

During the reporting period, the Group incurred capital expenditure totalling Euro 1,495 thousand with Euro 234 thousand invested in

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intangible assets and Euro 1,261 thousand in tangible assets.

The level of investment confirms the Group's commitment to ensuring it continues to improve its competitiveness, safety record and respect for the environment.

FINANCIAL SITUATION

For a more detailed analysis of cash flows during the year, please see the statement of cash flows.

At this point, we would highlight the fixed asset coverage ratio (amply financed through equity) and the net financial position which remains comfortably positive despite a decrease compared to prior year.

Financial fixed assets mainly include receivables from associated companies Rosetti Pivot Ltd (Euro 208 thousand) and Rigros S.r.l. (Euro 115 thousand) in relation to two loans made at the launch of their respective businesses in order to provide them with the financial resources needed during the start-up phase.

Some of the most important financial and equity ratios are shown below:

	31.12.23	31.12.22
Short-term NFP (in thousands of Euro)	69,897	35,404
(CIII + CIV of Assets - D4 of Liabilities)
Fixed asset cover margin (in thousands of Euro)	124,565	100,883
(M/L term liabilities + total equity - fixed assets)
Fixed asset cover ratio	2.64	1.84
(Fixed assets coverage ratio
(M/L term liabilities + total equity / fixed assets)
Financial independence index	35.67%	37.12%
(Total equity / Total assets)
Ratio of financial income (expenses) to GIP	(1.02)%	(1.85)%

(Financial income and expenses / GIP)

It should be noted that "Short-term Net Financial Position" is not specifically defined under Italian GAAP. Therefore, the methods applied by the Group to determine it might not be consistent with those used by other companies and/or groups in the industry and, consequently, the figure might not be suitable for comparison.

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With regard to the financial risks relating to trade receivables, we note that the Group operates primarily with longstanding clients, including leading oil companies or their subsidiaries.

Given the longstanding relationships with clients and their financial soundness, no specific guarantees are required for receivables from clients. However, we note that, as the Group tends to operate on a few, large contracts, its receivables are highly concentrated on a small number of clients. Given this fact, it is standard practice before acquiring an order, to conduct a thorough assessment of the financial impact of that order and a prior evaluation of the client's financial situation. Outstanding receivables are monitored carefully during performance of the work.

The Group is exposed to the exchange rate risk as a result of its operations on international markets. In order to protect itself against this risk, as in previous years, the Group has arranged exchange rate risk hedging transactions when it has acquired significant orders from clients in foreign currencies and issued significant orders to suppliers in foreign currencies.

It should be noted that when business is conducted in countries whose local currencies are not easily traded and are subject to significant fluctuation (e.g. Kazakhstan, Russia and Nigeria), it is not possible to perform effective exchange risk hedging. In such cases, the main strategy adopted by the Group is to conduct commercial negotiations in hard currency (Euro or USD) rather than in local currency.

PERSONNEL

For all of the Group companies - including the Parent Company - the skill and professionalism of personnel are viewed as extremely important intangible assets.

As at 31 December 2023, the headcount came to 1,051 employees, a net increase of 59 compared to 31 December 2022.

In more detail, we note that the number of senior managers has increased by one, the number of white collar workers has increased by 55 and the number of blue collar employees has increased by three.

The headcount changes for each of the Group companies are as follows:

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