INTEGRATED
ANNUAL
REPORTAPRIL 30, 2026
2026
Integrated
annual report
2026April 30, 2026
Innovation Inspired
by People
We enable innovation – including digital innovation – within enterprises and organisations, supporting their transformation journey People’s innovation and skills development for sustainable growth and value creation
4
Annual
Report
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www.sesa.it
We believe that people’s skills and ability to work together determine the success
of organizations
6 Our purpose is to create long-term sustainable value for all stakeholders promoting innovation, including digital innovation, in businesses and organizations, as well as the well-being of people Letter to the
stakeholders
7 www.sesa.it Letter to the stakeholdersDear stakeholder The Sesa Group closed the financial year ended 30 April 2026 with results that confirm the soundness of our development model, our ability to adapt in a digital market undergoing profound change, and the growing relevance of the role we play in supporting the digital transformation of businesses and organisations. Against a backdrop marked by rising demand for data management and data protection solutions, as well as by the progressive adoption of Artificial Intelligence and Automation, we have further strengthened our positioning as a Digital Integrator, combining technologies, digital platforms, vertical applications and specialist skills in the service of our customers. Thanks to this strategy, the Group achieved consolidated Revenues and Other Income of Euro 3,620.8 million, up 7.9% on the previous year on a Pro-forma basis (+10.6% Y/Y vs Reported figures), and EBITDA of Euro 260.4 million, up 8.2% (+10.6% Y/Y vs Reported figures), growing at more than twice the rate of the Italian digital market. The Group’s adjusted net profit reached Euro 106.1 million, an increase of 10.7% on the previous year (+13.3% Y/Y vs Reported figures), confirming our ability to combine growth, profitability and cash generation.
We have continued along our path of strategic evolution, aimed at making the Group increasingly focused on organic growth, industrial integration and organisational simplification. During the year we pursued further investment in the development of skills, digital platforms and innovative solutions in the fastest-
growing areas, with particular attention to Cloud, Cyber Security, Data Management, Artificial Intelligence, Automation and Digital Platforms. At the same time, we continued the process of integrating the Group’s companies and streamlining its structure, with the aim of progressively increasing operating efficiency and strengthening our ability to scale our business models.RESULTS AND BUSINESS PLAN 2027-2028 FY2026 represents the first year of implementation of the 2026-2027 Business Plan, in which we met our targets, further strengthening our market shares and our leadership in the key segments driving digital transformation. During the year, the ICT Value Added Solutions sector benefited from growing demand for data management, data sovereignty and data security solutions, recording robust organic growth. The Digital Green sector confirmed its development path thanks to increasing attention to the energy transition and to technologies for energy efficiency and renewable energy. The Software and System Integration sector consolidated its role as a partner for the digitalisation of businesses in the leading industrial districts, while the Business Services sector continued to develop digital applications and platforms dedicated to the Financial Services industry, laying the foundations for a new phase of accelerated growth in the coming year. In light of the results achieved, we have approved the new 2027-2028 Business Plan, designed to give continuity to the transformation path embarked upon in recent years and to guide the Group towards a further phase of sustainable development.
The Plan confirms the central importance of organic growth in our core businesses, the evolution of our role as a Digital Integrator and partner for digital innovation, and the progressive adoption of AI, Automation and Digital Platforms as strategic levers for transforming our operations and service models. In this context, private AI, Digital Sovereignty and Data Governance solutions are taking on growing relevance, enabling businesses to combine innovation, security, compliance and the valorisation of their information assets. Thanks to these initiatives, we expect annual revenue growth of between 5% and 7.5% and profitability growth of between 5% and 10%, with the aim of exceeding Euro 4 billion in revenues and reaching EBITDA of over Euro 300 million in FY2028. Planned investments will amount to approximately Euro 100 million per year and will be directed towards the development of skills and digital platforms, the adoption of digital enablers, and selective M&A transactions and buy-outs of minority interests in support of corporate simplification.
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Paolo Castellacci
Chairman of the BoDAlessandro Fabbroni
CEOPEOPLE, SUSTAINABILITY AND VALUE CREATION
Our corporate vision is based on a model of value generation and sustainable growth for the benefit of all stakeholders, in which our people’s skills represent a crucial distinguishing factor. During FY 2026 our organisation was transformed thanks to significant investment in skills development, with particular attention to Artificial Intelligence, Automation, Cyber Security and digital platforms, alongside the ongoing strengthening of our welfare programmes and of initiatives designed to promote wellbeing and work-life balance. Over the course of the year we further improved our ESG performance. Economic value distributed reached Euro 550 million, up 10% on the previous year, with more than 70% allocated to our people. On the environmental front, we reduced per-capita electricity consumption by 8%, increased the use of energy from renewable sources and expanded energy production from our own photovoltaic plants. We also consolidated our commitment to transparent, inclusive and responsible governance, extending our principal quality, safety and sustainability certifications and confirming the Group’s main ESG ratings, including the EcoVadis Platinum rating and the CDP B rating.
FINANCIAL STABILITY AND RETURNS TO SHAREHOLDER
The year closed with a further strengthening of the Group’s capital and financial structure. The Group’s cash generation significantly improved the Reported Net Financial Position, which moved from Euro 74.7 million (net debt) to Euro 17.5 million (net debt), while net cash before IFRS liabilities reached Euro 182.1 million, up from Euro 158.4 million at 30 April 2025.
Consolidated Shareholders’ Equity rose to Euro 529.2 million.
During the year we increased the pay-out ratio to 40%, with dividends and buy-backs of approximately Euro 40 million, confirming the Group’s ability to fund growth and generate value for its shareholders. In light of the results achieved and of our confidence in the Group’s future prospects, we will propose to the Shareholders’ Meeting the distribution of a dividend of Euro 1.33 per share, up 33% on the previous year, together with the confirmation of a share buy-back programme for a maximum consideration of Euro 20 million. We look to the future with determination and confidence: we will continue along our path of evolution by investing in innovation, digital platforms and skills, and by further strengthening our platform for enabling the sustainable growth of businesses and organisations.
9 www.sesa.it Letter to the stakeholdersOur mission is to enable sustainable growth, innovation, including digital innovation, and the ability of the Group’s companies to compete in the digital market
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LETTER TO THE STAKEHOLDERS
HIGHLIGHTS
THE SESA GROUP
1.1 Value, Mission and Strategy 16 1.2 Business Model: activities and sectors 18 1.3 Governance and organisation 22 1.3.1 Governance Model 22 1.3.2 Shareholding 26 1.3.3 Locations and geographical coverage 27 1.4 Sustainability Governance 28 1.4.1 Group Certifications 29 1.4.2 The Group’s Tax Strategy 31 1.5 The Sesa Group and the Environment 32 1.5.1 Sesa’s Environmental Policy 32 1.5.2 Enhancement of Natural Capital and Responsible Use of Resources 34 1.5.3 Low-Carbon Transition: Urban Innovation Projects 34 1.5.4 Water Consumption and Waste Management 35 1.6 Value and Supply Chain 36
STRATEGY AND RISK MANAGEMENT
2.1 Group Strategy and Sustainable Development Goals (SDGs) 42 2.1.1 Sustainable Development Goals 42 2.2 Creating Long-term Sustainable Value for All Stakeholders 45 2.2.1 Value Distributed to Stakeholders 45 2.3 Responsible Business Conduct: Ethics, Compliance and the Management of Risks and Opportunities 48 2.3.1 Internal Control and Risk Management System 48 2.3.2 Risk Management and Mitigation Matrix 50 2.3.3 Compliance and Anti-corruption 54 2.3.4 Data Protection and Cybersecurity 57
PERFORMANCE AS OF APRIL 30, 2026
3.1 Economic and Financial Results of the Sesa Group 63 3.1.1 Alternative Performance Indicators 63 3.1.2 Economic highlights of the Sesa Group 65 3.1.3 Sesa Group economic results 66 3.1.4 Highlights of the Group’s Balance Sheet 67
11 www.sesa.it3.2 Economic and Financial Results of Group Sectors 69 3.2.1 Results of the ICT VAS sector 69 3.2.2 Results of the Green VAS sector 72 3.2.3 Results of the SSI sector 74 3.2.4 Results of the Business Services sector 77 3.2.5 Results of the Corporate and Digital Ecosystem sector 79 3.3 Economic and financial results of the parent company Sesa SpA 81 3.4 ESG Targets and Indicators 83 3.5 Significant events occurring after the end of the year 85 3.6 Business Outlook 85
CONSOLIDATED SUSTAINABILITY REPORT
4.1 General Information 88 4.2 Environmental Information 126 4.3 Social Information 146 4.4 Governance Information 166 Certification of the Consolidated Sustainability Report 171 Independent Auditor’s Report on the Consolidated Sustainability Report 172
CONSOLIDATED FINANCIAL STATEMENTS AS OF APRIL 30, 2026
Notes to the Consolidated Financial Statements 182 Certification of the Consolitated Financial Statements 242 Independent Auditor’s Report on the Consolidated Financial Statements as of April 30, 2026 243 Annex 1 249 Annex 2 256 Annex 3 258
SEPARATE FINANCIAL STATEMENTS AS OF APRIL 30, 2026
Notes to the Separate Financial Statements 266 Certification of the Separate Financial Statements 301 Independent Auditor’s Report on the Separate Financial Statements as of April 30, 2026 302 Report of the Management Control Committee as of April 30, 2026 307
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HIGHLIGHTS
Economic Data
(Euro thousands) April 30, 2026 04/30/2025 Pro-forma*04/30/2024 04/30/2023 04/30/2022 04/30/2021 Revenues 3,565,285 3,298,197 3,164,477 2,867,700 2,362,603 2,022,454 Total revenue and other income 3,620,811 3,356,833 3,210,417 2,907,639 2,389,823 2,037,223
EBITDA 260,428 240,740 239,502 209,442 167,697 126,005
Adjusted operating profit (EBIT) (1) 197,548 185,425 192,710 160,943 125,895 91,821 EBIT (Earnings before interest and taxes) 151,989 145,660 156,969 142,665 114,195 84,002 Profit (loss) before taxes 118,274 104,618 121,824 128,279 109,083 80,826 Net profit for the year 80,591 71,214 83,058 90,217 78,619 56,786 Net profit for the year attributable to the Group 71,691 64,228 78,269 84,453 73,519 52,272 Adjusted net profit (EAT) for the year attributable to the Group (1)106,086 95,826 106,406 100,061 82,656 57,838
Financial Data
Total Net Invested Capital 546,759 575,526 474,662 390,369 243,197 202,674 Total Shareholders’ Equity 529,236 500,778 477,345 424,050 335,159 297,355
- attributable to Shareholders of the Parent Company 460,252 445,922 429,584 374,934 315,441 278,593
- attributable to non-controlling interests 68,984 54,856 47,761 49,116 19,718 18,762 Net Financial Position Reported (Net Liquidity) 17,523 74,748 (2,683) (33,681) (91,962) (94,681) Net Financial Position (Net Liquidity) (2) (182,051) (158,393) (211,015) (239,496) (245,292) (197,357) EBITDA / Total revenue and other income 7.19% 7.20% 7.46% 7.20% 7.02% 6.19% EBIT / Total revenue and other income (ROS) 4.20% 4.30% 4.89% 4.91% 4.78% 4.12%
Market Data
Listing Market Euronext – Star Euronext – Star Euronext – Star Euronext – Star Euronext – Star Euronext – Star Quotation (Eu as of 04/30 each year) 86.0 74.1 98.0 110.9 138.7 115.4 Dividend per share (Eu) (3) 1.33 1.00 1.00 1.00 0.90 0.85 Overall Dividend (Eu mn) (4) 20.2 15.5 15.5 15.5 13.9 13.2 Pay Out Ratio (5) 28.2% 24.9% 19.8% 18.4% 19.0% 25.2% Shares Issued (in millions) 15.19 15.49 15.49 15.49 15.49 15.49 Capitalisation (Eu mn) as of 04/30 1,305.2 1,148.1 1,517.7 1,718.4 2,149.1 1,788.1 Market to Book Value (6) 2.5 2.3 3.2 4.1 6.4 6.0 Dividend Yield (based on the share price as of 30/04) (7) 1.5% 1.3% 1.0% 0.9% 0.6% 0.7% Earnings per share (base) (8) 4.71 4.04 5.07 5.47 4.76 3.39 Earnings per share (diluted) (9) 4.68 4.01 5.05 5.45 4.74 3.37 (1) Adjusted operating profit before amortisation of customer lists and know-how recognised as a result of the Purchase Price Allocation (PPA) process, and gross of the non-recurring component of the Stock Grant plan referring to the three-year targets. Adjusted net profit attributable to the Group before amortisation of customer lists and know-how recognised as a result of the PPA process and gross of the non-recurring component of the Stock Grant plan referring to the three-year targets, net of related tax effect. (2) Net Financial Position not including non-interest-bearing payables and commitments for deferred payments of corporate acquisitions (Earn Out, Put Option, deferred prices) and liabilities recognised in application of IFRS 16. (3) Dividends paid in the following year from the profit for the year as of April 30 each year. (4) Dividends gross of the portion relating to treasury shares. (5) Dividends before the share relating to treasury shares / Consolidated Net Profit attributable to shareholders. (6) Capitalisation based on share price as of April 30 each year / Consolidated Shareholders’ Equity. (7) Dividend per share / Market value per share as of April 30 each year. (8) Net profit attributable to the Group / average number of ordinary shares net of treasury shares held. (9) Net profit attributable to the Group / average number of ordinary shares net of treasury shares in portfolio and including the impact of stock grants (up to the limit of treasury shares in portfolio).
(*) Pro forma consolidated figures as of April 30, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital Green VAS Sector entered in Group perimeter in November 2024. The pro forma consolidated figures are unaudited.
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www.sesa.it Highlights
Our strategy is based on the development of market-
oriented, people-inspired,
data-driven enablement
platform for sustainable growth and value creation Paolo Castellacci, Alessandro Fabbroni, Giovanni Moriani, Moreno Gaini
14 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
Average seniority
The Sesa
Group
15
www.sesa.it
Average seniority3,621
6,770
97%Consolidated Revenues (Mn)
Employees
Resources with a permanent contractLocations and offices in Italy, Europe and the Rest of the World Average seniorityOver 150
8 years
Sesa has embarked on a path aimed at steering the organization and its business activities in the direction defined by the 17 SDGs (Sustainable Development Goals) of the United Nations 2030 Agenda.
16 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report1.1. Values, Mission,
Strategy
The management of the Group’s business activities is based on principles of integrity, professionalism, transparency, business continuity, care for people, responsibility towards all stakeholders and environmental protection. These guiding values constitute the shared heritage of the Group’s culture and of its Code of Ethics.
Standing alongside people, businesses and communities, sharing growth opportunities with them, is an aspiration that has guided the Group since its establishment and that continues to shape its future choices. Under no circumstances can the pursuit of the Group’s interest, or the belief that one is acting to the Group’s advantage or in its interest, justify conduct that conflicts with any applicable law or with the Code of Ethics.
PURPOSE: to create sustainable long-term value for all stakeholders, promoting innovation - including digital innovation
- in businesses and organisations, as well as the wellbeing of people. Sesa also builds relationships founded on care, ethics and transparency with all of its stakeholders.
MISSION: to promote sustainable growth, innovation - including digital innovation - and the ability of the Group’s companies to compete in the digital market.
STRATEGY: Sesa is a platform for enabling the sustainable growth of businesses and organisations: data-driven, market-
oriented and people-inspired.
The Sesa Group is a digital integrator and a partner for the digital innovation of businesses and organisations, supporting them along their path of innovation and business development in the main areas of digital evolution such as Cyber, Cloud, AI and Automation, Vertical Applications and Digital Platforms. Mission: to promote
sustainable growth,
innovation - including digital innovation -
and the ability of the Group’s companies to compete in the digital market.
Strategy: a platform for enabling the
sustainable growth
of businesses and
organisations, data-
driven, focused on the digital market and inspired by people
17 www.sesa.it The Sesa GroupSesa believes in the need to reconcile economic growth with a balanced generation of value to the benefit of all stakeholders and to protect the environment and communities in which the Group operates, combining the three fundamental dimensions of sustainable development:
• Environmental sustainability: the ability to protect the environment as a “distinctive element” of the territory in which the group operates by preserving the natural re-
sources;
• Economic sustainability: the ability to generate lasting and progressive growth, developing income, employment and value for all stakeholders;
• Social sustainability: ability to contribute to the well-
being of the social communities (income, health, educa -
tion) in which the Group operates.
Our commitment to people, the environment, and the communities in which we operate are central elements of our history and our future development. Innovation, skills
development and
the adoption of
digital enablers
as drivers of
sustainable growth
18 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report1.2. Business Model:
activities and sectors Sesa, headquartered in Empoli (Florence), operates throughout Italy and has a presence in a number of foreign countries including Germany, Switzerland, Austria, France and Spain. It heads a Group that is the leading player in the Technology, Digital Platform and Vertical Application sector, with consolidated revenues of Euro 3,620.8 million and 6,770 resources as at 30 April 2026.
The Sesa Group operates as a digital integrator combining technology, digital platforms and vertical applications for businesses and organisations, supporting them along their digital transformation path, with an organisational model structured into business Sectors, Business Platforms and vertical Business Units.
Green VAS) have a strong focus on their reference markets, with dedicated marketing, sales and operational structures.
Within each Sector, vertical business lines are developed with technical, sales and operational structures specialised by market segment and area of expertise.
CORPORATE AND DIGITAL ECOSYSTEM SECTOR
The Corporate and Digital Ecosystem Sector is responsible, through Sesa SpA, for the Group’s strategic governance and its operational and financial management and, through Digital Ecosystem, for digital solutions in the areas of Customer Experience and technical support. Specifically, Sesa SpA acts as a platform holding company enabling the innovation and sustainable growth of the Group’s companies, handling financial management, organization and digital, planning and control, human resources management, corporate governance and legal affairs, as well as the Group’s extraordinary finance transactions, with a total of approximately 185 resources.
Digital Ecosystem, with revenues of approximately Euro 45 million in the 2026 financial year, operates through Adiacent SpA Società Benefit and ISD Italy in the segments of digital customer experience solutions and technical support respectively, going to market both directly and through the Group’s other sectors.
Adiacent has a workforce of approximately 190 people, operating in both Italy and the APAC Region, while ISD Italy has approximately 160 resourcesSOFTWARE AND SYSTEM INTEGRATION (SSI) The Software and System Integration Sector is active in offering technological innovation, business integration, and consulting solutions for the enterprise segment. Var Group SpA, which consolidates the sector, is a leading player in the offering of digitization for the SME and Enterprise segments with a customer base of over 10,000 companies, including 2,000 abroad, and an integrated offering in the following areas: Cloud Technology Services, Cyber Security, ERP&Vertical Software Solutions, Enterprise International Platform, Digital Workspace, Data/AI, Digital Experience. Inclusive organisational model based on skills, innovation and professional development as key drivers of sustainable growth
CORPORATE
Digital Ecosystem 100 %
ICT VAS
Computer Gross 100 % SSI Var Group 100 %
BUSINESS SERVICES
Base Digitale Group 100 %CORPORATE
Sesa
19 www.sesa.it The Sesa GroupCloud Technology Services - Competence center offering integrated Hybrid and Cloud Services and Infrastructure Modernization solutions to support the digital evolution of enterprises and organizations.
Cyber Security - Competence center that stands out for its skills and specialization in the Cybersecurity sector thanks to the expertise of Yarix Srl, a leading company in the Italian market and the recent expansion of its activities in the European market with the acquisition of Wise Security Global, a leading company in the cybersecurity solutions segment in the Spanish market.
ERP & Vertical Software Solutions - Competence center offering a complete range of proprietary ERP and Vertical Applications for the main Italian manufacturing districts (Sirio, Panthera, Essenzia, Sigla++, as well as applications for the food retail sector). The ERP & Vertical Software Solutions Business Unit is the main operating area in the sector in terms of employment, with approximately 1,300 resources.
Enterprise Platforms - Competence center offering a complete range of consulting and business integration services in ERP and international vertical markets (SAP, Microsoft, Service Now) available to companies in key Italian and European ecoomic districts, with approximately 800 dedicated resources.
Data Science/AI - Offers digital services in the areas of Advanced and Predictive Analysis, Data Intelligence and applied and generative Artificial Intelligence (AI), of growing relevance in optimising business processes and supporting the digital transformation of businesses and organisations.
It operates with a team of approximately 225 resources with specific Data/AI expertise, around 40% of whom are under 30.
Digital Experience - Offers digital experience and digital strategy services through a specialised team of approximately 100 resources.
Digital Multimedia & Workspace - Offers digital workspace and Collaboration solutions and the digitalisation of workstations, optimising audio and video functions in the most common enterprise use contexts, with approximately 180 resources.
SETTORE BUSINESS SERVICES (BS)
The Business Services Sector, consolidated by Base Digitale The Group is organised into operating sectors: Corporate and Digital Ecosystem, Software and System Integration (SSI), Business Services (BS), ICT Value Added Solutions (ICT VAS) and Green VAS.
Group, is organised into 2 main competence centres and is active in the provision of Digital Platform, Security Solutions and Vertical Applications offerings for the Financial Services segment. Within the Sector, Vertical AI skills and models embedded in the digital platforms offered to customers have been progressively developed and adopted on a cross-
functional basis.
Base Digitale Platform - Develops digital skills and platforms in support of the operational processes of companies and organisations in the Financial Services and Large Enterprise segments. In particular, it offers customer service platforms, the automation and digitalisation of documentary and operational processes, and Security Solutions, with approximately 650 resources.
Base Digitale Applications - Offers vertical software solutions on cloud platforms for the banking sector (Treasury, Derivatives, Finance, Wealth Management, Capital Markets, Tech Regulatory and Compliance), with a workforce of over 300 resources and research and development centres based in Parma and Milan.
ICT VALUE ADDED SOLUTIONS SECTOR (ICT VAS)
The ICT Value Added Solutions Sector is active in the provision of technology solutions for the business segment, offering integrated consulting, marketing, education and technical support services. Computer Gross SpA, which consolidates the Sector, is the Italian market leader in Value Added Distribution (45% market share, source: Sirmi 2026) with a customer set of approximately 20,000 business partners active throughout Italy. The Sector draws on its strategic partnerships with leading international Vendors and on the specialisation of its business units, staffed by teams with technical and digital expertise, with a prevalent focus on Advanced Solutions (Cloud, Security, Data Center, Networking and Data/AI Solutions), accounting for
20 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportapproximately 75% of VAS revenues in the 2026 financial year.
Cloud, Security Software, Data Center Solutions - The Cloud, Security and Data Center offering represents the prevalent strategic focus and includes Public and Hybrid Cloud solutions, technology for the development of Data Centers, and Cyber Security Technology (SIEM, Endpoint Security, software encryption management), also available on an as a service basis and through cloud platforms.
Data/AI Solutions - The Data/AI solutions offering comprises Data Science, Advanced Analytics and Artificial Intelligence, both applied and generative, with a dedicated team of specialised resources supporting partnerships with the leading international Vendors active in these areas, including Microsoft and IBM. During the year, Computer Gross continued to develop its AI skills and business, in particular in partnership with IBM watsonx and Microsoft, developing a specific focus on AI Copilot solutions.
Sevices and Digital Workspace - A competence centre dedicated to digital workspace solutions and, more generally, to Unified Communication, Collaboration and workstation digitalisation solutions, optimising audio and video functions in the most common professional and enterprise use contexts. Networking and Collaboration - Connectivity is one of the main technological pillars of every organisation, essential in meeting the growing need for interaction between people and objects.
Thanks to partnerships with leading international vendors, in particular Cisco, the networking and collaboration offering facilitates communication and collaboration within businesses and organisations, as well as within their ecosystems and communities.
GREEN VAS SECTOR
The Green VAS Sector is active in technologies (photovoltaic plants, inverters and storage systems) and services for environmental sustainability, energy production from renewable sources and refurbished technology. Established following the acquisition of P.M. Service Srl in 2022, during the 2025 financial year the Sector was expanded through the addition of GreenSun Srl (an M&A transaction finalised in November 2024).
The subsequent merger of GreenSun Srl into P.M. Service Srl gave rise to PMGREEN SpA, a leading player in the sector with a turnover of approximately Euro 400 million as at 30 April 2026 and further growth expected in the 2027 financial year.
21 www.sesa.it The Sesa Group
Corporate Governance
e Corporate Services
Software and
System Integration (SSI)Business
Services (BS)Digital
EcosystemValue Added
Solutions (VAS)100% 100% 100% 100%
Revenues
Ebitda4.463 People
908,8 Mn
96,6 MnRevenues
Ebitda980 People
158,5 Mn
29,7 MnRevenues
Ebitda340 People
44 Mn
2,4 MnRevenues
Ebitda695 People
2.254,7 Mn
101,3 Mn190
PeopleRevenues 23 Mn
Revenues
Ebitda101 People
412,2 Mn
29,0 Mn
22 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report1.3. Governance and
organisation
1.3.1. Governance Model Sesa adopts a governance model aimed at fostering the creation of sustainable long-term value and a virtuous collaboration with all stakeholders. The Group’s objective is to pursue sustainable success through the creation of long-term value for the benefit of all stakeholders, as also formalised in the company’s Articles of Association. Furthermore, Sesa acts within the reference framework of the United Nations Universal Declaration of Human Rights, the fundamental Conventions of the ILO and on the basis of its Code of Ethics, which is also an integral part of the Organisational Model pursuant to Legislative Decree no. 231/2001. Specifically, Sesa adopts, as of August 2021, a one-tier system of administration and control, which provides for the appointment by the Shareholders’ Meeting of a Board of Directors, which is responsible for the management of the company, and which appoints from among its members a management control committee that exercises control over the proper exercise of administration. The Board of Directors guides the company by pursuing its sustainable success, also by defining the strategies of the Group’s companies.
On 12 July 2022, the Board of Directors set up an internal Sustainability Committee with advisory and propositional functions to support the Board and the Chief Executive Officer in matters relating to sustainability.
• The Shareholders’ Meeting is the body that forms and expresses the company’s will, subsequently implemented by the Board of Directors. It is made up of the Sharehol -
ders, who periodically meet to pass resolutions in the manner and on matters defined by the law and the Com-
pany’s Articles of Association. The most important tasks of the Shareholders’ Meeting include the choice of the members of the Board of Directors and the Management Control Committee, as well as the approval of the Statu-
tory and Consolidated Financial Statements ;
• The Board of Directors carries out the strategic su-
pervision of the Group and verifies its implementation.
Chaired by Paolo Castellacci, it is made up of ten mem-
bers (whose number is determined by the Shareholders’ Meeting on the basis of the provisions of the Articles of Association): four executive and six non-executive direc-
tors, five of which are independent. The Board of Direc-
tors is also responsible for the definition of the Code of Ethics, values and the preparation of this Annual Report, which outlines policies, risks and performance on finan-
cial, environmental, people-related, social, human rights and anti-corruption issues. The composition of the Bo-
ard of Directors complies with the regulations in force at any given time concerning the balance between genders (out of a total of ten members there are four women, all of whom are independent), and the average age of the members of the Board is about 59. In line with best practice, the role of Chairman of the Board of Directors is separate from that of Chief Executive Officer;
• The Chief Executive Officer, in the person of Alessan -
dro Fabbroni, is in charge of the corporate, operational and financial management as well as the implementation of strategic guidelines;
• The Management Control Committee monitors com-
pliance with legal, regulatory and statutory provisions, compliance with the principles of proper administration, the adequacy of organisational and accounting structu-
res, and the functionality of the overall internal control system. The Committee, which is part of the Board of Directors, is composed of three directors who meet the requirements of honourableness and professionalism laid down in the Articles of Association and the require-
ments of independence laid down in Article 2409 sep-
tiesdecies;
• The Independent Auditor, an external entity responsible for the statutory audit of the accounts, is appointed by the Shareholders’ Meeting.
Within the Board of Directors, Sesa has also established three internal board committees: Appointments and Remuneration, Audit and Risks and Related Parties, and Sustainability. The internal board committees are set up in accordance with the recommendations of the Corporate Governance Code.
23 www.sesa.it The Sesa GroupThe Appointments and Remuneration Committee is an advisory and propositional body whose main task is to submit proposals to the Board of Directors for the definition of the remuneration policy for Directors and key management personnel. The Committee’s purpose is also to ensure the transparency and balanced composition of the Board, guaranteeing an adequate number of independent directors.
The integration of the functions of the Appointments Committee with those assigned to the Remuneration Committee was decided for reasons of organisation and internal efficiency of the Board, as well as in view of the close correlation between the responsibilities of the Company’s pre-existing Remuneration Committee and those assigned to the Appointments Committee under the Corporate Governance Code.
The Control and Risks and Related Parties Committee is a body with advisory and propositional functions, tasked with supporting, through appropriate preparatory work, the assessments and decisions of the Board of Directors concerning the internal control and risk management system, as well as those concerning the approval of periodic financial reports. The Sustainability Committee is tasked with assisting the Board of Directors, with preparatory, propositional and advi-
sory functions, in the assessments and decisions relating to sustainability matters - also understood as Environmental, So-
cial and Governance matters - connected with the conduct of the company’s business and its dynamics of interaction with all stakeholders, with corporate social responsibility, and with the examination of scenarios for the preparation of develop -
ment plans, also on the basis of the analysis of material topics for long-term value generation.
The composition of the management and control bodies of Sesa SpA complies with applicable legal provisions, with specific reference to the appropriate gender balance. For further information on the structure and functioning of the corporate bodies, governance practices and the activities of the internal board committees, please refer to the “Report on Corporate Governance and Ownership Structure”, published pursuant to Article 123-bis of the Italian Consolidated Law on Finance (TUF) on the website www.sesa.it, “Corporate Governance” section.
Directors’ competencies
35% Economic-financial
15% Legal35% Industrial 15% SustainabilityBoD in numbers
100%
5 59
40%Average attendance per session
Independent directors
Average age
Women
24 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportBoard of Directors Gender Year of birth Role Expiry Paolo Castellacci ♂♂ 03/30/1947 Chairman approval of financial statements April 30, 2027 Giovanni Moriani ♂♂ 11/19/1957 Executive Deputy Chairman approval of financial statements April 30, 2027 Moreno Gaini ♂♂ 09/14/1962 Executive Deputy Chairman approval of financial statements April 30, 2027 Alessandro Fabbroni ♂♂ 03/03/1972 CEO approval of financial statements April 30, 2027 Claudio Berretti ♂♂ 08/23/1972 Non-Executive Director approval of financial statements April 30, 2027 Giuseppe Cerati ♂♂ 05/15/1962 Independent Director approval of financial statements April 30, 2027 Angela Oggionni ♀♀ 06/08/1982 Independent Director approval of financial statements April 30, 2027 Chiara Pieragnoli ♀♀ 11/11/1972 Independent Director approval of financial statements April 30, 2027 Giovanna Zanotti ♀♀ 03/18/1972 Independent Director approval of financial statements April 30, 2027 Angelica Pelizzari ♀♀ 10/18/1971 Independent Director approval of financial statements April 30, 2027 Corporate Governance Committees
Expiry
Control and Risks Committee and Related Parties Giuseppe Cerati ( Chairman ), Giovanna Zanotti, Chiara Pieragnoli approval of financial statements April 30, 2027 Director in charge of Internal Audit: Alessandro Fabbroni approval of financial statements April 30, 2027 Appointments and Remuneration Committee Angela Oggionni ( Chairman ), Giovanna Zanotti, Claudio Berretti approval of financial statements April 30, 2027
Sustainability Committee
Angelica Pelizzari ( Chairman ), Giovanna Zanotti, Alessandro Fabbroni approval of financial statements April 30, 2027 Management Control Committee
Role Expiry
Giuseppe Cerati Chairman approval of financial statements April 30, 2027 Chiara Pieragnoli Committee Member approval of financial statements April 30, 2027 Giovanna Zanotti Committee Member approval of financial statements April 30, 2027 Regulatory Body in compliance with Legislative Decree 231/2001
Role Expiry
Giuseppe Cerati Chairman approval of financial statements April 30, 2027 Chiara Pieragnoli Standing Member approval of financial statements April 30, 2027 Giovanna Zanotti Standing Member approval of financial statements April 30, 2027
25 www.sesa.it The Sesa GroupSesa Governance Team
Role
Alessandro Fabbroni CEO Samantha Alderighi Head of People Francesco Billi Group Chief Financial Officer Caterina Gori Head of IR and Corporate Finance M&A Alessandro La Pietra Head of Legal and Compliance Jacopo Laschetti Head of Sustainability Francesco del Greco Head of Organization and Digital Elisabetta Natali Head of Communication Eriberto Santoro Head of Administration and Tax
26 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report1.3.2. Shareholding Sesa shares are listed on the Euronext STAR Milan market and form part of the Euronext Tech Leaders index and the FTSE Mid Cap index. The company had a market capitalisation of Euro 1.37 billion (reference price of Euro 89.75 per share) as at 30 June 2026.
Share capital: The share capital of Sesa SpA amounts to Euro 37,126,927.50 and is divided into 15,185,590 Ordinary Shares, all without par value. Sesa SpA is controlled by ITH SpA, which holds 56.884% of the share capital.
The Company’s Articles of Association provide for the so-called increased voting rights mechanism, under which two votes are attributed to each share held by a shareholder who has requested registration in a dedicated Special List - maintained and updated by the Company
- and who has held that share for a continuous period of no less than 24 months from the date of registration in the List. This provision is intended to promote the stabilisation and loyalty of the shareholder base.
Listing Market
Euronext Market, Milan STAR segment Share Capital (in EUR) 37,126,927,50 Number of ordinary shares issued 15,185,590 Specialist Operator Intermonte Sim SpA
Relevant Shareholders
According to the communications received pursuant to art. 120 TUF, the parties that hold, directly or indirectly, a number of voting rights over than 3% of the share capital of Sesa S.p.A. are the following:
Shareholder Declarant Shares held (% of capital) Voting rights (% of capital)
ITH SpA HSE SpA 8,.638,121 (56.884%) 16,821,444 (71.982%)
Fidelity Management & Research Company LLC
FMR LLC529,516 (3.487%) 529,516 (2.266%)
FIAM LLC 144,779 (0.953%) 144,779 (0.620%)
Fidelity Management Trust Company 46,771 (0.308%) 46,771 (0.200%) Treasury shares: as at the date of preparation of this Report, Sesa SpA holds 44,946 treasury shares (equal to 0.296% of the share capital). In accordance with international accounting standards, these instruments are deducted from the Company’s shareholders’ equity.
Stock performance in euro
201615,4
201723,626,3
201827,8
201948,6
2020115,4
2021138,7
2022110,9
202398,0
202474,1
202586,0
2026
27 www.sesa.it The Sesa Group1.3.3. Locations and geographical coverage The Sesa Group operates with a presence distributed throughout Italy and in a number of foreign countries. The Group’s main site is in Empoli (Florence), where a technology hub has been developed covering an area of over 25,000 square meters and comprising space dedicated to offices and training areas of approximately 10,000 square meters, the datacenter for cloud computing services of 1,300 square meters and the logistics centre and warehouse of approximately 14,000 square meters, in addition to the buildings housing the company nursery, the canteen, the auditorium and the experience lab available to the Group’s customers. Approximately 1,000 resources are based at the Empoli site. The Group also has a strong presence in Milan, with about 1,100 resources, which has been growing steadily in recent years, and offices covering over 4,000 square metres. Other offices are located throughout the country.
Thanks to recent acquisitions, the number of foreign sites has further increased. As at 30 April 2026, sites are operational in Germany (Aichach, Eching, Limeshain), France (Tremblay-
en-France and Nogent-sur-Marne), Spain (Madrid, Barcelona, Bilbao, Pamplona), Austria (Klagenfurt), the Netherlands (Almelo), Switzerland (Lugano), Romania (Iasi and Bucharest), Slovenia (Ljubljana), Mexico (Guadalajara), Andorra, Albania (Tirana) and China (Shanghai).
28 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report1.4. Sustainability
Governance
Sesa is committed to pursuing an effective ESG strategy in line with its sustainable value creation model for stakeholders.
This commitment is translated into programmes and actions through a transparent governance model capable of managing risks in an integrated manner and monitoring projects and new investments.
Sesa’s corporate governance structure is aligned with national and international best practices and complies with the principles set out in the Corporate Governance Code for listed companies. Through an integrated
management system,
we ensure that our business is managed in accordance with
corporate governance
best practices
29 www.sesa.it The Sesa Group1.4.1. Group Certifications Sesa operates in accordance with the following international
reference standards:
• UNI EN ISO 9001:2015 for quality;
• UNI EN ISO 14001:2015 for the environment;
• ISO 27001:2017 for information security;
• ISO 45001:2018 for occupational health and safety;
• UNI/PdR 125:2022 for gender equality management;
• SA8000:2014 for social responsibility.
ENVIRONMENTAL
CERTIFICATION
SOCIAL ACCOUNTABILITY
CERTIFICATIONUNI EN ISO 14001:2015
SA 8000ISO 14001 specifies the requirements for a sound and effective environmental management system. It demonstrates the company’s commitment to complying with environmental legislation, reducing its environmental impact and improving its environmental performance. Certified Group companies:
Base Digitale Group SpA, BDS SpA, Computer Gross SpA, Sesa SpA and Var Group SpA. Environmental Management System certifications cover more than 95% of the Group’s revenue for FY 2026.
SA8000 is a management standard designed to enhance and protect the people working within the organisation that adopts it. The standard seeks to improve working conditions, promote the ethical and fair treatment of workers and incorporate international human rights conventions. It sets out voluntary requirements that employers are expected to meet in the workplace, including workers’ rights, workplace conditions and management systems. Sesa SpA, which manages human resources, welfare, recruitment and training programmes for all the Group’s main companies, has held SA8000 certification since 2015. BDS SpA has also obtained SA8000 certification. QUALITY
CERTIFICATION
OCCUPATIONAL HEALTH AND SAFETY
CERTIFICATION
GLOBAL COMPACT
MEMBERSHIPISO 9001
ISO 45001
United Nations - SDGs ISO 9001 is the internationally recognised reference standard for quality management. It is designed to drive continuous improvement in business performance and ensure the quality of goods and services provided to customers. Certified Group companies: Adiacent SpA Società Benefit, Albalog Srl, Analysis Srl, Apra SpA, ATS SpA, Base Digitale Platform SpA, BDM Srl, BDS SpA, BDX SpA, Computer Gross SpA, Datef SpA, Durante & Sangalli SpA, ICOS SpA, ISD Italy Srl, IT Pas Srl, Metisoft SpA, Metoda Finance Srl, MF Services Srl, Mts&Care Srl, MYS Srl, Next Step Solution Srl, Nextech Srl, Palitalsoft Srl, PV Consulting Srl, Sesa SpA, SmartCAE Srl, Studio 81 Data Systems Srl, Tekne Srl, UAN Company Srl, Var BMS SpA, Var Group SpA, Var One Nord Est Srl, Yarix Srl and Yoctoit Srl.
Quality Management System certifications cover more than 95% of the Group’s revenue for FY 2026.
ISO 45001 establishes a framework for improving safety, reducing occupational risks and supporting workers’ health and well-being, thereby enabling companies and organisations to improve their occupational health and safety performance.
Certified Group companies: BDS SpA, ICT Logistica Srl, Sesa SpA and Var Group SpA. Occupational health and safety certifications (ISO 45001) cover more than 90% of the Group’s sites.
Membership of the United Nations Global Compact provides an opportunity to adopt a globally recognised framework for developing, implementing and adopting environmental, social and governance policies and practices. Group companies participating in the initiative: Computer Gross SpA, Sesa SpA and Var Group SpA. Var Group SpA.
30 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportGENDER EQUALITY
CERTIFICATIONINFORMATION SECURITY
CERTIFICATION
UNI/PdR 125:2022 ISO 27001
Gender Equality certification under UNI/PdR 125:2022 assesses the effectiveness of the actions taken by an organisation to create a workplace that embraces diversity and supports gender equality. Base Digitale Group SpA, BDS SpA, Computer Gross SpA, Next Step Solution Srl and Sesa SpA have already achieved this certification. The Group plans to extend it to its other main companies as part of its commitment to promoting an increasingly inclusive corporate culture.
The actions undertaken were measured against a set of qualitative and quantitative KPIs relating to the variables that characterise an inclusive organisation, including culture and strategy; governance; HR processes; equal opportunities for growth and inclusion in the workplace; gender pay equity;
support for parenthood; and work-life balance.
Gender equality is also one of the 17 United Nations Sustainable Development Goals (Goal 5) and one of the cross-
cutting objectives of Italy’s National Recovery and Resilience Plan (NRRP). ISO 27001 is the international standard that describes best practices for an Information Security Management System.
Its primary objective is to protect data and information against threats of all kinds, ensuring their integrity, confidentiality and availability, and to provide the requirements for implementing an Information Security Management System suitable for the proper management of business-critical data. Certified Group companies: Adiacent SpA Società Benefit, Albalog Srl, ATS SpA, Base Digitale Group SpA, Base Digitale Platform SpA, BDM Srl, BDS SpA, Computer Gross SpA, Data Science Operations Srl, Datef SpA, Durante & Sangalli SpA, ISD Italy Srl, Kleis Srl, Metoda Finance Srl, Mts&Care Srl, MYS Srl, Next Step Solution Srl, Nextech Srl, Palitalsoft Srl, Sesa SpA, Tekne Srl, UAN Company Srl, Var Group SpA, Yarix Srl and Yoctoit Srl.
Information Security Management System certifications cover more than 90% of the Group’s sites.
31 www.sesa.it The Sesa GroupGrowing attention to the more efficient use of resources and to the energy transition towards less polluting sources led Il Sole 24 Ore and Statista, an international leader in data and market-trend analysis, to launch the Sustainability Leaders 2026 initiative. The survey examined more than 1,500 large companies headquartered in Italy, drawing on their published sustainability reports and financial statements, and assessed corporate social responsibility across its economic, environmental and social dimensions. Following the survey, Sesa was selected for the fourth consecutive year as one of Italy’s 150 most sustainable companies.
11. https://www.esgbusiness.it/esg-ici-label-2026/
12. https://lab24.ilsole24ore.com/leader-sostenibilita/Corporate Responsibility Awards:ECOVADIS RATING
CSR RATING: PLATINUM
On 17 October 2025, Sesa announced that it had been awarded the EcoVadis Platinum medal, further improving on the ESG rating achieved in the previous year, when it received the Gold medal. Platinum is the highest rating awarded by EcoVadis and places Sesa among the top 1% of companies assessed worldwide for sustainability performance. This important recognition underscores our commitment to integrating ESG criteria into our business.
INTEGRATED GOVERNANCE
INDEX (IGI) 2026
The Integrated Governance Index is a quantitative index developed by ETicaNews that provides a concise assessment of companies’ positioning in relation to key sustainability matters. In each of the last six years - 2021, 2022, 2023, 2024, 2025 and 2026 - Sesa ranked among the top 100 listed companies.
SUSTAINABILITY LEADERS
Il Sole 24 Ore1.4.2. The Group’s Tax Strategy Sesa regards compliance with the principles of legality as an essential value in the conduct of its business and applies the legislation in force both in Italy and in the other countries in which it operates. The Organisation, Management and Control Model also covers tax offences and is subject to oversight by the Supervisory Body.
Periodic updates of the risk assessment did not identify any material issues in this area. Confirming the overall effectiveness of the integrity and compliance safeguards adopted by the Group, as at 30 April 2026 there had been no incidents of corruption, conduct in breach of competition law or other applicable socio-economic or environmental regulations, nor had Sesa’s Supervisory Body received reports of alleged unlawful conduct or conduct contrary to the provisions of the Code of Ethics.
Sesa is committed to:
(i) paying all taxes due and complying fully and promptly with all obligations imposed by tax legislation;
(ii) complying with international double-taxation treaties and applying any available tax reliefs in full accordance with the laws and regulations of the relevant jurisdictions.
In light of the above objectives, the Group’s tax strategy is based on the following principles:
• compliance: observance of tax laws, regulations and cir-
culars issued by the tax authorities;
• legality: compliance by all Group companies with their tax obligations and payment of taxes due;
• sustainability: efficient, effective and sustainable mana-
gement of tax matters in support of Sesa’s business;
• fairness: diligent exercise of professional judgement to ensure that tax decisions are aligned with national and international best practices, appropriately analysed and
adequately documented;
• trasparency: a transparent approach designed to deve-
lop and maintain fair and proper relationships. In July 2025, Sesa ranked second among the leading companies in the ESG Observatory of Il Sole 24 Ore, developed by the University of Milan-Bicocca (ESG Awareness Index, Sustainability Monitoring Index and Sustainability Governance Index). Based on the average of performance indicators covering the environmental, social and governance dimensions, this recognition reflects the Group’s long-standing approach of combining innovation, sustainability and care for people while promoting shared value creation for all stakeholders. ESG OBSERVATORY Il Sole 24 Ore
32 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportTo give practical effect to this commitment, Sesa has adopted a Group Environmental Policy and obtained environmental certification for its activities by introducing an Environmental Management System compliant with UNI ISO 14001:2015.
To capture all available synergies, the Environmental Policy and its implementation are managed consistently across the Group and aligned with its strategic objectives. This centralised
approach:
• defines environmental and sustainable industrial develop -
ment policies;
• develops guidelines for implementing the Group Environ -
mental Policy;
• iidentifies indicators and ensures that corporate actions and their environmental impacts are monitored and con-
trolled;
• monitors developments in Italian and European Union environmental legislation and provides implementation guidance to subsidiaries;
• manages relationships with environmental bodies, institu-
tions and agencies.
ENVIRONMENTAL RISKS AND OPPORTUNITIES
Climate change is an increasingly significant risk factor. In light of climate change, persistent geopolitical tensions and the resulting volatility in energy and commodity markets, companies and organisations are called upon to respond proactively. The Sesa Group supports its stakeholders’ digital transformation and energy-transition processes and intends to play a leading role in Italy and the other markets in which it operates.
With regard to the main climate-related risks for the company, significant physical damage to Group sites arising from temperature-, wind-, water- or ground-related hazards - and therefore from potential extreme events such as fires, floods, hurricanes or earthquakes - could affect operations, including through service or business interruption. These impacts are mitigated through appropriate business continuity plans and organisational and security measures designed to protect the business from disruption. A major incident would be unlikely to have material adverse consequences for the Group’s operations.
Conversely, the Group’s risk of generating adverse climate impacts relates mainly to its ability to adopt effective TAX REPORTING:
As of 30 April 2026, Sesa recognised taxes amounting to €37,684 thousand. Of the total taxes recognised, 99.58% relates to the EMEA region (Europe, the Middle East and Africa), and specifically: €36,489 thousand in Italy (96.83%), €219 thousand in Germany (0.58%), €51 thousand in France (0.14%), €105 thousand in Romania (0.28%), €69 thousand in Switzerland (0.18%), €17 thousand in Albania (0.05%), €141 thousand in Austria (0.37%), negative €137 thousand in Spain (-0.36%), €138 thousand in the Netherlands (0.37%), and €434 thousand in Slovenia (1.15%). The remaining 0.42% of taxes relates to South America.
1.5. The Sesa Group and
the Environment
The Group is aware of the climate change affecting our planet and recognises environmental protection as a resource for human well-being. It is therefore committed to operating in accordance with environmental protection principles and the principles of sustainable development.
The Sesa Group’s environmental impacts arise mainly from:
• energy consumption at Group company offices. The electrical systems installed at company sites are con-
nected to the public medium-voltage electricity distribu -
tion grid;
• natural gas consumption at Group company offices for space heating and hot-water production;
• fuel consumption by the vehicle fleet and generators at the Group’s main sites;
• waste generated at Group company sites.
1.5.1. Sesa’s Environmental Policy Sesa conducts its business with the aim of protecting the environment and managing natural resources sustainably. The Group’s operational management is based on environmental protection and energy-efficiency criteria and pursues the continuous improvement of occupational health and safety conditions and environmental protection.
33 www.sesa.it The Sesa Groupemission-reduction measures, which also depend in part on the energy purchased to conduct its operations. There may also be a reputational risk associated with difficulty attracting and retaining customers, employees, business partners and investors should Sesa fail to achieve its climate-protection
objectives
Measures adopted to prevent and mitigate environmental risks include the ISO 14001-certified Environmental Management System and all initiatives designed to reduce greenhouse gas emissions associated with the Group’s activities, primarily its sites and business travel. These initiatives may initially require higher capital expenditure before generating long-term financial benefits and include the use of renewable energy.
n this context, the Digital Green VAS Sector should be noted.
With approximately Euro 400 million in revenue in FY 2026 and 100 specialised employees, it operates in technologies, products and services for renewable-energy generation and the efficient use of natural resources. During FY 2026, the Group generated more than 1 million kWh of renewable energy internally and improved its main emissions and consumption indicators.
Sesa’s ESG Team, working directly with the Sustainability Committee, collects and analyses environmental data, periodically monitors indicators and helps build awareness and train employees on these matters through events and internal communication initiatives.
34 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report1.5.2. Enhancement of Natural Capital and Responsible Use of Resources In keeping with the protection and preservation principles outlined above, Sesa implements a range of initiatives to reduce and prevent potential adverse environmental impacts arising from its activities. These include sourcing energy from renewable sources. Sesa continuously monitors its energy consumption and related emissions and promotes efficiency programmes, including the following:
• monitoring waste generation, improving waste efficiency and developing recovery activities, including separate wa-
ste collection. Improvement actions: extend ISO 14001 environmental certification to all main Group companies and disseminate the Environmental Policy;
• adopting hybrid working and digital collaboration while maintaining a predominantly on-site organisational model across the Group’s workforce and offices;
• improving the awareness of personnel working within or on behalf of the Group through information and training programmes. Improvement actions: HR training;
• raising suppliers’ and contractors’ awareness of environ-
mental management principles. Improvement actions:
awareness-raising activities for employees and suppliers;
• aking action to maximise energy savings in offices and sites and in vehicle-fleet management by favouring more efficient and less polluting technologies. Improvement actions: higher-efficiency lighting (LED), controlled pro-
cesses, high energy-efficiency materials, green-building projects and certifications such as LEED;
• reducing the use of energy resources. Improvement actions: plant maintenance and upgrades;
• optimising the use of automotive fuels. Improvement actions: fleet renewal and innovative mobility-manage -
ment systems. 1.5.3. Low-Carbon Transition: Urban
Innovation Projects
TRANSITION TOWARDS CARBON NEUTRALITY
The Group is continuing decisively to integrate ESG criteria into its business and is implementing an environmental sustainability strategy focused on achieving carbon neutrality in line with the United Nations 2030 Agenda. The Group’s plan to neutralise its carbon footprint by 2030 is built around three lines of action: monitoring and quantifying emissions;
continuously improving efficiency and reducing impacts; and offsetting residual emissions that cannot be reduced.
A broad and multi-stage project in this area concerns the implementation of environmental-impact reduction programmes at the Empoli Technology Hub. In addition to supporting the expansion of business activities at the site, the project will reorganise the area in terms of road access, public parking, public green spaces and services for employees and residents. It will also reduce traffic-related pollutant emissions through sustainable-mobility measures, including free public parking linked to a bike-sharing station, public transport connections and new cycle paths.
The project is divided into three distinct phases and involves the construction of infrastructure and buildings using environmentally sustainable, energy-saving materials, techniques and technologies, including green-building solutions and related certifications. It is intended to enhance the Technology Hub by renewing relationships with the local community, protecting residents’ health and well-
being, improving environmental quality and mobility, and strengthening social and cultural activities.
SELF-GENERATION OF ENERGY RENEWABLE SOURCES
The Sesa Group directly generates a significant share of the electricity it uses through its own photovoltaic systems. In
particular:
• 1.01 million kWh were generated in the year ended 30
April 2025;
• 1.09 million kWh were generated in the year ended 30 April 2026, an increase of 8% compared with the previous year.
35 www.sesa.it The Sesa GroupSince FY 2022, Group policy has required the Group’s total electricity demand to be covered by certified green energy.
In FY 2026, certified green energy - evidenced through the cancellation of Guarantees of Origin - accounted for 97% of total electricity supplied.
ENERGY EFFICIENCY
Each year, the Group invests in modernising its systems and selects technologies designed to optimise efficiency and reduce energy consumption. Sesa uses LED lighting, controlled processes and high energy-efficiency materials in compliance with the energy-saving requirements of EC Ecodesign Directive 2009/125/EC. All air-conditioning systems have also been replaced with more energy-efficient systems using refrigerant gases with a lower environmental impact and lower noise emissions.
1.5.4. Water Consumption and Waste
Management
In the interests of transparency and completeness, this section reports water consumption and waste generation during the financial year. Although these matters were not identified as material for the Group through the double materiality assessment, the available environmental data are disclosed as evidence of the Group’s continued commitment to improving its overall environmental performance.
Monitoring water consumption and waste management is useful for assessing operational efficiency and the residual environmental impacts of the Group’s activities, even though those impacts are limited. The data presented cover the Group’s scope of consolidation. The information in this section was not subject to review by the independent auditor engaged to provide limited assurance over the non-financial content of this report.
Water Consumption
The Group’s water consumption relates exclusively to sanitary use at Group company offices and to technological uses, such as air-conditioning and fire-protection systems. During the year, the Group continued to implement efficiency measures designed to minimise potential water losses from systems and ran internal awareness campaigns to encourage the responsible use of natural resources. All water withdrawn is supplied by municipal water networks and is classified as freshwater, with total dissolved solids of no more than 1,000 mg/l.
As at 30 April 2026, total water consumption amounted to 45,375 cubic metres, down 9.5% from the previous year and equivalent to 45.4 megalitres. Water withdrawals from water-stressed areas amounted to 6,062 cubic metres, or 6.1 megalitres, representing 13% of total withdrawals, compared with 15% in the previous year.
Water stress refers to the ability to meet demand for water from people and ecosystems as a whole and therefore encompasses water availability, quality and accessibility. Water-stressed areas were assessed using the World Resources Institute’s Aqueduct Water Risk Atlas, which identifies the level of water stress in the areas in which Sesa operates.
During the year, the Group monitored and optimised the use of water resources at its operating sites, with particular attention to efficiency in operational processes. Water intensity, calculated as total water consumption divided by Group revenue, was 12.53 cubic metres per Euro million, compared with 15.32 cubic metres per Euro million in the previous year.
The Group continues to limit its environmental impact through sustainable water-management practices, including recirculation systems, low-consumption technologies and employee awareness initiatives focused on responsible behaviour.
Waste
Municipal solid waste is managed by public waste-collection services; consequently, the Group is unable to determine the quantities generated or the disposal methods applied.
As at 30 April 2026, the Group generated 42.9 tonnes of waste, compared with 28.4 tonnes in the previous year. The increase primarily reflected the expansion of the Group’s operating scope and the greater volume of activities carried out during the reporting period. The expansion of operating sites, growth in the workforce and the resulting increase in office activities led to higher overall waste generation. Periodic replacement of IT equipment and office furniture also contributed, particularly through increased volumes of waste electrical and electronic equipment (WEEE), which were properly sent for recovery or disposal by authorised operators.
36 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe Group continues to promote initiatives to prevent waste generation, improve separate waste collection and increase recovery rates, while monitoring the indicator’s development in relation to business growth.
Hazardous waste totalled 8.5 tonnes, or 20% of total waste, and related exclusively to exceptional disposals. Hazardous waste decreased by 7% year on year, from 9.2 tonnes as at 30 April 2025.
All waste generated by the Group during the year was managed through recovery operations that enabled it to be recycled, avoided landfill disposal and contributed to resource recovery in accordance with circular-economy principles.
1.6. Value and Supply
Chain
RELATIONSHIPS WITH SUPPLIERS CUSTOMERS
The Sesa Group seeks to establish relationships of trust with its customers and suppliers, based on fairness and transparency.
The Group’s creation of sustainable value is reflected in its relationships with customers and suppliers, which are founded on continuous collaborative dialogue. Supply-chain risks are carefully monitored and mitigated through preliminary analyses and documentary requests that enable customers and suppliers to be assessed thoroughly and in compliance with applicable requirements.
Eighty per cent of environmental impacts are generated within corporate supply chains, while progress towards objectives concerning human and labour rights, health and safety, and anti-corruption is closely linked to supply-chain management
- from supplier selection and engagement through to the measurement of supply-chain sustainability performance.
Sesa assesses and verifies the ethical standing and reputation of its main counterparties through due diligence on the most significant third parties. This work is performed by the Compliance function and seeks to identify pending investigations, judgments or measures issued against companies or their directors. A confirmed breach of the principles set out in the relevant documents results in the cancellation of ongoing evaluation or award processes and may also lead to the termination of existing contracts.
THE SUPPLY CHAIN AND SELECTION OF NEW SUPPLIERS
In its relationships with suppliers, the Sesa Group applies principles of fairness and transparency and uses impartial selection procedures based on rules that include checks on quality, technical and professional suitability, ethical conduct, compliance with applicable regulatory standards and the cost-
effectiveness of the goods, services and works supplied.
The contractual standards applied to the Group’s strategic supplies require suppliers to comply with the rules set out in Legislative Decree 231/2001 and with the Group’s ethical principles. The Group’s Code of Ethics includes a dedicated section on supplier relationships, which must be managed with the utmost cooperation, availability and professionalism and in accordance with the principles of transparency, equality, loyalty, fairness and competition. Compliance by each supplier with the principles enshrined in the Group’s Code of Ethics is a determining factor in establishing a contractual relationship.
New suppliers must be selected transparently and fairly, with the aim of identifying counterparties that can best meet business requirements in terms of cost and performance while limiting the company’s exposure to potential risks as far as possible. As part of the process for selecting key suppliers, Sesa Group companies appropriately assess, in light of the business relationship, the counterparty’s financial soundness and reliability, including through specific self-certifications, searches of public and/or system databases and the use of certified information services.
Supplier selection must also take account of the supplier’s commitment to comply with the Organisation, Management and Control Model adopted by the Group pursuant to Legislative Decree 231/2001, or the existence of the supplier’s own Code of Ethics based on principles consistent with those of the Sesa Group.
Health, safety, environmental and broader ESG matters are mandatory criteria for contracts awarded at Group sites, regardless of contract value.
In this context, the Group assesses the processes and procedures in force, the existence of management systems and any certifications demonstrating compliance with the highest international standards. In line with SA8000 and UNI/PdR
37 www.sesa.it The Sesa Group13. As at 30 April 2026, suppliers subject to verification represented 90% of the relevant revenue base. The main vendors publish their conflict-minerals and sustainable-sourcing policies on their websites. 125:2022, the Group also obtains and assesses information and data on respect for human rights, the use of child labour, equal treatment and compliance with best practices on diversity and inclusion.
Suppliers whose performance is inadequate are subject to corrective actions and may also be suspended or placed on a blacklist in the event of poor performance, adverse information or significant events, including unethical conduct; serious environmental or occupational-safety incidents; serious non-
conformities identified through audits or on-site inspections;
failure to maintain documentation required by occupational-
safety legislation; or a documented failure to comply with legal obligations.
The checks performed showed that Sesa Group suppliers are paying increasing attention to ESG matters. The assessment resulted in an overall rating of predominantly favourable, reflecting adequate risk management, a good level of control and a favourable control environment.
CUSTOMER RELATIONSHIPS
Changes in the competitive environment faced by IT companies as they support digital transformation, together with the resulting changes in customer behaviour and expectations, are of growing strategic importance. The Sesa Group’s creation of sustainable value is expressed first and foremost through its pursuit of the highest level of customer and user satisfaction, which is also formalised in its quality-management system policy. The continuous improvement of quality standards remains a primary Group objective. Service quality is periodically monitored and customers receive appropriate and timely information about any changes in service provision. Sesa encourages customer interaction and the rapid management and resolution of any complaints through appropriate communication systems, prioritising dialogue characterised by the highest professionalism and respect for the Group’s core values. Sesa’s ISO 9001 certification, together with the continued certification of the other main Group companies, has enabled the adoption of a management system focused on customer satisfaction, including through dedicated surveys. CONFLICT MINERALS As at 30 April 2026, there were no material customer complaints.The Sesa Group is aware of the human, social and political consequences of trading in and sourcing minerals from conflict-affected areas. It supports efforts to combat violence, human-rights violations and environmental degradation associated with the extraction and sale of certain minerals originating in the geographical area defined as the Conflict Region.
Sesa is committed to applying and promoting ethical conduct, respect for human rights and responsible social practices transparently and responsibly. Its transactions are guided by the United Nations Guiding Principles on Business and Human Rights and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.
In accordance with the Conflict Minerals Policy approved by the Board of Directors on 19 December 2022 and with the principles of social responsibility, human rights and non-discrimination set out in the Code of Ethics, the Sesa Group undertakes to::
(i) refrain from knowingly purchasing or using metals originating from mines in the Conflict Region or otherwise not certified as
conflict-free;
(ii) require its suppliers to perform an appropriate assessment of their own supply chains.
38 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
Summary of supply chain verification activities as of April 30, 2026 % strategic suppliers subject to verification 70% % strategic suppliers at high sustainability risk subject to verification 90% % total suppliers subject to verification 75%
39 www.sesa.it The Sesa Group
40 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
Strategy and
risk management
41
www.sesa.it
42 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report2.1. Group Strategy and
Sustainable Development
Goals (SDGs)
SUSTAINABILITY AS A CORE VALUE AND STRATEGIC DRIVER
For Sesa, sustainability is both a core value and a strategic driver. It is a value first and foremost because, in keeping with the principles of corporate social responsibility, the Company intends to contribute to environmental protection and social progress. It is also a strategic choice, because innovating business models, improving resource-use efficiency and reducing environmental impacts are decisive factors for economic competitiveness and productivity.
Sesa has progressively focused its efforts and commitment on improving its sustainability profile. Through an ongoing, proactive process involving management, employees, the Sustainability Team, analysts and institutional stakeholders, Sesa has explored ESG matters in greater depth and identified its priorities for the years ahead.
To ensure that these priorities become meaningful strategic and operational levers, Sesa has linked a portion of management’s variable remuneration to their achievement. Consistently with the amendments to the Articles of Association approved on 27 January 2021, which are intended to direct the Directors’ efforts towards the pursuit of sustainable success, Sesa has embarked on a process designed to give greater prominence to sustainability matters and integrate ESG key drivers into the variable cash remuneration of top management, with non-
financial parameters accounting for approximately 50%.
In line with this shared-value creation journey, Sesa renewed its participation in the United Nations Global Compact as a Participant, confirming its formal and substantive commitment to promoting a healthy, inclusive and sustainable global economy that respects human rights and labour rights, protects the environment and actively upholds integrity in every aspect of business. 2.1.1. Sustainable Development Goals Sustainability is an essential reference value in Sesa’s strategy.
Accordingly, this Integrated Annual Report also reports on the Group’s activities by reference to the sustainability goals set out in the United Nations 2030 Agenda. This section describes the Group’s principal key issues. When defining its sustainability strategy, Sesa takes account of the targets established for the achievement of the 17 Sustainable Development Goals (SDGs) of the United Nations 2030 Agenda in order to determine the Company’s strategic priorities and develop policies, objectives and actions capable of creating value.
THE UNITED NATIONS 2030
AGENDA
In 2015, the United Nations adopted the global 2030 Agenda for Sustainable Development, comprising 17 Sustainable Development Goals (SDGs). Mindful of its social role, Sesa has embarked on a path to align its organisation and business activities with the direction set by the 17 SDGs. To support its participation in the United Nations Global Compact, the Group carried out a specific assessment of the interrelationships between material sustainability matters and the Sustainable Development Goals.
43 www.sesa.it Strategy and risk managementACHIEVE GENDER EQUALITY AND EMPOWER ALL WOMEN AND GIRLS The Group’s sustainability strategy is primarily focused on the following eight SDGs.
This Goal concerns social effectiveness through equal opportunities, women’s empowerment, inclusion and fairness as drivers of social and economic development. What Sesa intends to do: strengthen Group procedures and structures so as to foster an organisational environment in which women and men have equal opportunities to fulfil their potential and can contribute equally to Sesa’s economic and social growth.
The main objectives are to prevent all forms of gender-based violence; close the gender gap in the labour market; achieve full equality of participation across the different business sectors; address and mitigate any pay gap where it exists; and close the gap and achieve gender balance in decision-making
processes. PROMOTE SUSTAINED, INCLUSIVE AND
SUSTAINABLE ECONOMIC GROWTH, FULL
AND PRODUCTIVE EMPLOYMENT AND
DECENT WORK FOR ALL
ENSURE ACCESS TO AFFORDABLE,
RELIABLE, SUSTAINABLE AND MODERN
ENERGY FOR ALL This Goal encapsulates the meaning of sustainable business:
economic productivity through innovation, inclusion and diversity management; respect for human and labour rights; decent, safe and secure workplaces; and social and professional growth. What Sesa intends to do: support economic growth by creating fairly remunerated jobs that enable Sesa Group employees to enjoy a satisfactory standard of living and a healthy work-life balance. Improve the well-being of people, businesses and organisations through technological innovation and digital transformation. Promote development-
oriented policies that support productive activities. Protect the right to work and promote a healthy working environment offering the highest standards of safety for all workers.
This Goal seeks to ensure universal access to clean, sustainable and affordable energy, with particular attention to the generation and use of renewable energy. Its purpose is to promote an energy transition that reduces dependence on fossil fuels and supports the development of low-impact technologies, thereby contributing to the fight against climate change. What Sesa intends to do: strengthen its formal commitment to energy sustainability by both increasing its own generation of renewable energy and expanding the procurement of green energy from certified suppliers. The aim is to progressively reduce the environmental impact of the Group’s activities, contribute to decarbonisation and support the transition towards a more responsible energy model. Through targeted investments, efficient technologies and informed choices, Sesa intends to promote energy use consistent with circular-economy principles and the objectives of the 2030 Agenda.
BUILD RESILIENT INFRASTRUCTURE,
PROMOTE INCLUSIVE AND SUSTAINABLE
INDUSTRIALISATION AND FOSTER
INNOVATION
This Goal is linked to investment in sustainable infrastructure and technological innovation in order to promote economic growth, create lasting employment and enhance employee well-being. Goal 9 aims to build resilient infrastructure, promote inclusive development and support innovation by using resources effectively and efficiently and encouraging environmentally sustainable technologies and production processes. What Sesa intends to do: develop high-quality, reliable, sustainable and resilient infrastructure to support economic development and individual well-being. Promote inclusive and sustainable economic development while steadily increasing employment.
44 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportTAKE URGENT ACTION TO COMBAT
CLIMATE CHANGE AND ITS IMPACTS
This Goal addresses climate change, the primary global emergency. It calls for monitoring, mitigation and adaptation in order to build resilient value chains. What Sesa intends to do: integrate climate-change measures into policies, strategies and planning; raise stakeholder awareness of climate change; and promote technologies that strengthen the effective planning and management of climate-related and environmental initiatives, encouraging the conservation of natural resources and the use of green energy sources. PROMOTE PEACEFUL AND INCLUSIVE
SOCIETIES FOR SUSTAINABLE
DEVELOPMENT, PROVIDE ACCESS TO
JUSTICE FOR ALL AND BUILD EFFECTIVE,
ACCOUNTABLE AND INCLUSIVE
INSTITUTIONS AT ALL LEVELS
This Goal concerns business integrity and sustainable governance.
It promotes compliance with external and internal laws, regulations and governance principles and virtuous conduct in relationships within the organisation and with all business and non-business stakeholders. What Sesa intends to do: support initiatives designed to combat abuse and exploitation; ensure public access to information in accordance with national legislation and international agreements; and promote and enforce non-discriminatory laws. REDUCE INEQUALITY WITHIN
AND AMONG COUNTRIES
This Goal focuses on reducing inequalities within and among countries. By 2030, equal opportunities should be ensured by eliminating discriminatory laws, policies and practices. What Sesa intends to do: strengthen and promote the social and economic inclusion of all people, irrespective of age, sex, disability, race, ethnicity, origin, religion, economic status or any other condition. Ensure equal opportunities and reduce inequalities of outcome, including by eliminating discriminatory policies and practices of every kind.
STRENGTHEN THE MEANS OF
IMPLEMENTATION AND REVITALISE THE
GLOBAL PARTNERSHIP FOR SUSTAINABLE
DEVELOPMENT
This Goal concerns the sharing of efforts towards sustainability through partnerships and investments aimed at creating shared value. What Sesa intends to do: establish and strengthen partnerships and alliances for sustainable development with businesses, trade associations, universities and organisations, including non-profit organisations.
45 www.sesa.it Strategy and risk management 2.2. Creating Long-term Sustainable Value for
All Stakeholders
Sesa’s business model is based on sustainable growth, transparency, the development of talent and diversity, environmental protection and value creation for stakeholders.
The industrial development plan and ESG objectives coexist and are interconnected, with the aim of making a tangible contribution to achieving the Sustainable Development Goals defined by the United Nations.
Sesa’s business model is designed to create sustainable and shared value over time for all stakeholders. It is underpinned by the six capitals-financial, manufactured, intellectual, human, relationship and social, natural capital—on which the organisation depends in order to ensure the quality of the services it provides.
In keeping with this evolution, Sesa is implementing an integrated approach to value creation, developing a virtuous circle between its corporate mission and value creation for stakeholders.
In particular, the commitment to developing an innovative and distinctive offering has led Sesa to establish an integrated shared-value creation model by enhancing:
• human capital, enabling people to continuously impro-
ve their skills, capabilities and understanding within the
Group’s strategy;
• social and natural capital, monitoring and minimising the impact of its activities on environmental resources and on the communities in which the Group operates;
• relationship capital, sharing behavioural and relational values with partners, suppliers and stakeholders;
• intellectual and financial capital, enhancing the deve-
lopment of services through research and innovation pro-
cesses throughout the chain.
Sesa’s business model is founded on this strategic approach and aims to create and distribute sustainable value over the short, medium and long term across all the capitals identified by the International Integrated Reporting Framework, while responding to the global challenges represented by the 17 United Nations Sustainable Development Goals to which the Company makes a tangible contribution. The SDGs selected by the Group have been linked to Sesa’s material sustainability matters and to the innovative, social and environmental projects implemented by the Group.
2.2.1. Value Distributed to Stakeholders The Sesa Group pursues the sustainable generation of value for its stakeholders, with whom it aims to develop transparent, long-term relationships.
The year ended 30 April 2026 shows a further improvement in ESG performance, with net economic value distributed amounting to Euro 490.1 million, or 89.0% of the total, up 8.8% on the previous year. Net economic value retained to support investment and future growth increased from Euro 51.9 million at 30 April 2025 to Euro 60.4 million at 30 April 2026.
The following statement of economic value generated is a reclassification of the consolidated income statement and shows the wealth generated and distributed by the Group to its stakeholders during the year ended 30 April 2026. In particular, this reclassification provides a quantitative measure of the Value distributed to Stakeholders (Euro thousands) 04/30/2026 04/30/2025 04/30/2024 Net added value 550,517 502,364 457,826 Net economic value distributed 490,070 450,432 390,263 Net economic value retained 60,448 51,932 67,563
46 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
Our capital
Financial Capital
The financial resources used to make the investments required for the Group’s sustainable growth.
Human Capital
The capabilities, skills and experience of the Group’s people: the key lever for achieving its strategic objectives. Social and Relationship Capital The trust that stakeholders place in the Group. Manufactured Capital The Group’s extensive network throughout Italy and strong international presence. Intellectual Capital Information systems, internal processes and procedures, practices developed and consolidated over time, and the Group’s approach to innovation.
Social Capital
Relationships with the communities in the areas in which the Group operates.
• Distribution of value
to stakeholders
• Sustainable Development • People development • Employee well-being • Appreciation of diversity • Inclusion• Increase in asset value • Quality of services • Stronger stakeholder relationships • Process efficiency • Innovative partnerships • Climate-change mitigation • Development of the Digital Green VAS SectorStrategy
WE CREATE VALUE
FOR ALL STAKEHOLDERS WE PROMOTE PEOPLE’S
WELL-BEING WE SUPPORT
RESPONSIBLE CHANGE WE BUILD A DIGITAL
AND SUSTAINABLE FUTURE ESG scorecard
• Emissions reduction • Sustainable mobility • Energy efficiency • Diversity and inclusion • Health and safety • Sustainable supply chain • Relationships with local communities
• Reliability
• Quality
• Compliance
• Risk managementE S G
Vision 2030
• Focus on the ESG Strategy • Sustainable development of the organization • Aggregation of digital competencies • Enabling sustainable business models • A leading player in the digital industry • Sustainable growth for all stakeholders Revenue and Figures • Revenue: €3.6 billion as of 30 April 2026 • Economic value distributed:
€490 million
• Operations in more than 10 countries • More than 150 branches
and offices
Sustainable Value Creation Model
47 www.sesa.it Strategy and risk managementorganisation’s ability to create value for its stakeholders. The Sesa Group’s net value added at 30 April 2026 amounted to Euro 550.5 million, up 9.6% year on year, and was distributed
as follows:
• employee remuneration amounted to Euro 395.6 million, up 10.2% year on year, following the slight increase in headcount and the enhancement of the Welfare Plan;
• remuneration of the public administration amounted to Euro 39.7 million, up 17.2% on the previous year, and mainly comprised current taxes;
• shareholder remuneration, through dividends relating to the year ended 30 April 2026, was determined at approxi-
mately Euro 20.1 million, equal to Euro 1.33 per share.In terms of the percentage distribution of net value added, employees remain the stakeholder group benefiting most from the wealth created by the Group, accounting for 72% of the total, compared with 71% in the previous year and 65% in FY 2024.
Economic value retained amounted to Euro 60.4 million, compared with Euro 51.9 million at 30 April 2025, supporting the Group’s investment in long-term growth.
Economic value generated and distributed (Euro thousands) 30 April 2026 % 30 April 2025 %Change
2026/2025
Net revenue 3,565,285 98.4% 3,214,550 98.2% 10.9% Other income 55,526 1.5% 58,570 1.8% -5.2% Profit of companies accounted for using the equity method 896 0.0% 952 0.0% -5.9% Economic value generated 3,621,707 100.0% 3,274,072 100.0% 10.6% Reclassified operating costs (purchases, services, etc.) (2,962,751) -81.8% (2,676,923) -81.8% 10.7% Depreciation, amortisation, impairment losses and other non-cash costs (108,439) -3.0% (94,785) -2.9% 14.4% Net value added 550,517 15.2% 502,364 15.3% 9.6% Employee remuneration 395,588 71.9% 358,836 71.4% 10.2% Remuneration of lenders* 34,611 6.3% 42,201 8.4% -18.0% Shareholder remuneration** 20,144 3.7% 15,495 3.1% 30.0% Remuneration of the public administration 39,727 7.2% 33,900 6.7% 17.2% Net economic value distributed 490,070 89.0% 450,432 89.7% 8.8% Self-financing 60,448 11.0% 51,932 10.3% 16.4% Economic value retained 60,448 11.0% 51,932 10.3% 16.4% (*) Equal to the balance of net financial income and expenses.
(**) Determined on the basis of the proposal of the Board of Directors of 16 July 2026, relating to 30 April 2026, submitted for approval to the Shareholders’ Meeting of 27 August 2026 (28 August 2026 on second call).
The Sesa Group’s 2026 value added of approximately Euro 550.5 million comprised Euro 60.4 million in economic value retained (self-financing) and Euro 490.1 million in economic value distributed.
48 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportDistribution of the net value generated 20.14 Mn60.44 Mn
39.72 Mn
Shareholders Self-financing
Public administration
34.61 Mn395.58 Mn
Lenders Employees
2.3. Responsible
Business Conduct: Ethics, Compliance and the Management of Risks and Opportunities 2.3.1. Internal Control and Risk Management
System
The development of the Sesa Group has made it necessary to progressively strengthen and further integrate the components of its internal control system. The risk-governance model has been developed in line with best practices and in compliance with the Corporate Governance Code and the Group’s Organisational Model pursuant to Legislative Decree 231/2001.
It is structured across three levels, assigns distinct roles and responsibilities to the various organisational units and provides for appropriate information flows to ensure its effectiveness.
To address the risks to which it is exposed, the Group has adopted suitable corporate-governance safeguards and appropriate management and control mechanisms. More specifically, the Internal Control and Risk Management 71.9%3.7%
7.2%
6.3%11.0%
49 www.sesa.it Strategy and risk managementSystem (the “ICRMS”) comprises the rules, procedures and organisational structures designed to ensure the effective and efficient identification, measurement, management and monitoring of the main business risks, thereby contributing to the Company’s sustainable success.
Enterprise Risk Management processes are integrated into business processes and are continuously improved with the aim of fostering innovation and promoting an effective organisational culture of risk management and mitigation.
The organisational structure for managing business risks is as
follows:
• Control and Risk Committee: supports the assessmen -
ts and decisions of the Board of Directors concerning the internal control and risk management system;
• Board of Directors: acting collectively, provides direction and assesses the adequacy of the ICRMS. In particular, with regard to the non-financial matters covered by this Integrated Annual Report, the Board is primarily respon -
sible for defining the ICRMS guidelines in a manner con-
sistent with the Company’s strategic objectives and risk profile and with a view to medium- and long-term sustai-
nability;• Compliance Officer, as a second-level control function, periodically verifies the companies’ compliance with ap-
plicable regulations and, in accordance with industry best practices, checks that activities comply with laws, super-
visory-authority measures, self-regulatory provisions and contractual commitments to customers;
• Internal Audit: systematically assesses the effectiveness and efficiency of the ICRMS as a whole, as a third-level control function, reports the results of its work to senior management and coordinates with the other corporate
control bodies;
• Management Control Committee: by monitoring the adequacy of the Company’s organisational, administrati -
ve and accounting structure, oversees the effectiveness of the ICRMS as the apex of the Company’s supervisory
system;
• Supervisory Body pursuant to Legislative Decree 231/2001: assesses the adequacy of the Organisational Model pursuant to Legislative Decree 231/2001, with par-
ticular regard to its effectiveness in preventing unlawful conduct, and continuously monitors its implementation and compliance.
GOVERNANCE Supervision
People
Technologies
Risk
identification
Risk
evaluationRisk
responseRisk
monitoringProcessesINFRASTRUCTURE
RESPONSIBILITYThe BoD defines and supervises the guidelines of the audit and risk management system.
The Control and Risk Committee, the Management Control Committee, and the Supervisory Body, are control bodies aimed at supervising.
The Internal Audit gathers the risk assessment and monitoring results and plans the control activities.
The second-level departments define the processes, procedures and methodologies intended to control the risk areas.
The Business Units identify, assess, and process risks with reference to the set goals and processes carried out by adequately informing the corporate higher levels.Risk governance model
50 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report2.3.2. Risk Management and Mitigation Matrix The Sesa Group has adopted specific procedures for managing the risk factors that may affect its financial performance and position. These procedures reflect a management approach founded on the values set out in the Group’s Code of Ethics: integrity, fairness and transparency, professionalism, sustainability and business continuity, and care for people and stakeholders-and focused on pursuing sustainable-growth objectives for stakeholders.
PRINCIPAL RISKS AND UNCERTAINTIES:
• EXTERNAL RISKS
Risks related to the macroeconomic environment and the IT market: an adverse trend in the economy and the IT sector at national and/or international level could negatively affect growth in IT demand, with consequent effects on the Group’s operations, financial performance and position. The IT market is also highly competitive, and the Group competes with multinational operators as well as domestic players.
To address these risks, the Group pursues a strategy of broadening its value-added offering by delivering competitive, efficient and innovative services. The IT market is also characterised by rapid technological change and a continuous evolution in the professional profiles and skills required. Maintaining a competitive advantage therefore calls for the ongoing development of expertise and product offerings and the strategic management of relationships with international vendors. The Group continuously analyses market trends and opportunities in order to anticipate changes in customer needs through the development of internal expertise, the aggregation of external specialisms and investment in research and development.
Risks related to supplier dependence: the Group could be exposed to risks arising from concentration on a relatively limited number of suppliers; the loss of contracts could lead to lower revenue and profitability. At 30 April 2026, however, the Group had more than 100 strategic partnerships with international vendors, dependence on any single vendor was below 10%, and the business was becoming increasingly diversified. Risks related to cyberattacks and personal-data protection: rapid technological developments and the growing frequency and severity of cyberattacks could expose the Sesa Group to cyber incidents, including attacks using innovative techniques. For several years, the Group has been progressively strengthening its cybersecurity measures and technical expertise. Sesa makes significant investments in its cyber-risk management model from a business-continuity perspective, adopting leading technologies and methodologies for identification and protection, implementing procedures, training personnel, and carrying out careful assessments and periodic risk reviews, including in relation to third parties.
Risks related to the integration of corporate acquisitions: the Group intends to continue pursuing bolt-on industrial acquisitions and investments to enhance and add expertise, services and solutions and support market expansion. Investments made through strategic acquisitions may increase the complexity of the Group’s operations and affect expected profitability.
To address these risks, the Group has established a Corporate Integration Team responsible for all stages of bringing newly acquired companies into the Group, with progressive waves of corporate integration covering Human Resources, Information Technology, Legal & Corporate Affairs, Administration and Finance, and for guiding the business combination of target companies within the Group’s Strategic Business Units.
Risks related to developments in the technology, IT-services and digital-services markets: the Group operates in sectors characterised by rapid and far-
reaching technological change and the constant evolution of professional skills and expertise. Its future development will therefore also depend on its ability to anticipate technological developments and evolve the content of its services, including through significant investment in research and development or effective and efficient extraordinary transactions.
Competition risks: the Group operates in highly competitive sectors both in Italy and in all the other markets in which it is active. It therefore competes in demanding environments with both locally established operators and multinational groups. Certain competitors may be able
51 www.sesa.it Strategy and risk managementto expand their market share to the Group’s detriment.
To address these risks, the Group offers innovative IT services and distinctive digital solutions and invests in human capital, its principal asset.
Risks related to changes in customer requirements:
the success of the Sesa Group’s activities also depends on its ability to understand, anticipate and meet customers’ digital-transformation needs. The Group’s solutions are subject to rapid technological change which, together with growing or changing customer requirements and their need for digitalisation, could lead to demands for increasingly complex projects requiring substantial effort and potentially affecting profitability. By proposing a distinctive offering and developing services that are innovative and competitive compared with those of its main competitors, the Group has continued to increase its market share, with a significantly positive effect on its financial performance and position.
Risks related to changes in the regulatory framework:
the Group is exposed to the risk of breaches of the laws and regulations governing its activities, notably legislation on occupational health and safety, environmental protection, intellectual-property rights, privacy, the administrative liability of entities under Legislative Decree 231/2001, and liability under Law 262/2005, including tax legislation.
Appropriate procedures and specific control activities have been implemented to mitigate these risks.
INTERNAL RISKS
Risks related to dependence on key personnel: Sesa’s future development depends to a significant extent on certain key members of management. The loss of these individuals, if they could not be replaced adequately and promptly by people with equivalent experience and expertise, could reduce the Group’s competitive capacity.
An inability to attract and retain new, qualified people could also adversely affect the Group’s prospects and financial performance. To address this risk, the Group has implemented retention and long-term incentive plans, including equity-based programmes. Management nevertheless believes that Sesa S.p.A. and the Group have an operating structure capable of ensuring continuity in the management of corporate affairs. Risks related to failure to fulfil contractual and compliance obligations: the Group provides technology-
intensive IT solutions and services and enters into contracts that may include penalties for failure to meet agreed deadlines, service levels and quality standards.
Such penalties could adversely affect the Group’s financial performance and position. To mitigate this risk, the Group has adopted procedures for managing and monitoring the services provided and has taken out appropriate insurance cover. Compliance risks are managed through policies and procedures, including the adoption of Organisational Models pursuant to Legislative Decree 231/2001 by the Parent Company and the principal subsidiaries, with a view to minimising compliance risks, particularly tax and legal risks.
Reporting risk: this risk relates to the reliability of periodic financial reporting and represents the possibility that an individual financial-statement area or group of transactions may contain material errors irrespective of the internal controls established by the Company. To address this risk, the Company has identified and formalised in a dedicated database the internal controls designed to prevent reporting risk. The database is continuously updated, and the controls are tested for effectiveness every six months on a sample basis.
• MARKET AND FINANCIAL RISKS
Credit risk: this is the risk of potential losses arising from customers’ failure to meet their obligations. It is continuously monitored and mitigated through information systems, customer-assessment procedures and credit-
risk hedging instruments, including insurance and non-
recourse factoring. The Group also recognises and periodically monitors a specific loss allowance for trade receivables.
Liquidity risk: the ordinary operations of Sesa Group companies generate working-capital requirements and a corresponding financial exposure. Liquidity risk is managed through periodic cash-needs planning and financing by means of loans and credit facilities, principally centralised with the Group’s three main operating and holding companies: Computer Gross S.p.A., Var Group S.p.A. and Base Digitale Group S.p.A.
52 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportInterest-rate risk: Group companies conduct commercial activities characterised by seasonal working-capital requirements. At certain times of the year, some Group companies may have financial exposure to the banking system arising from the need to finance working capital.
Such requirements are financed through floating-rate borrowings, whose cost is exposed to changes in interest rates. At 30 April 2025, the Group had no interest-rate derivatives outstanding. In view of the Group’s moderate level of indebtedness, its risk-management policy does not provide for the use of derivatives to hedge interest-
rate risk.
Foreign-exchange risk: Group companies do not operate to a significant extent in foreign markets and essentially use the euro for commercial and financial transactions. Purchases of IT products in foreign currency are mainly centralised at Computer Gross S.p.A. and relate exclusively to the US dollar. The Group does not enter into foreign-currency derivatives other than forward currency purchases used to hedge exchange-rate risk.
Given the Group’s limited foreign-exchange exposure and its hedging activity through forward transactions, the results of sensitivity analyses assessing a hypothetical appreciation or depreciation of the euro were not significant.
Price risk: at 30 April 2026, the Group did not hold financial instruments or significant equity investments listed on securities markets, other than treasury shares deducted from equity and capitalisation policies issued by leading financial institutions. With regard to inventory impairment risk, Group companies engaged in marketing IT products monitor this management exposure through periodic surveys and analyses to identify any risk of inventory obsolescence.
• ESG RISKS
Environmental risk: environmental matters and the related risks require assessment and the definition of mitigation plans. The potential and actual risks analysed by the Group include the intensification of extreme weather events, increases in the cost of certain raw materials, the introduction of regulations intended to curb climate change and possible changes in customer purchasing habits. In addition to climate-related risks, the Group identifies environmental risks arising from non-compliance or incomplete compliance with applicable laws and regulations, which could lead to criminal penalties and/ or financial sanctions, and from environmental-pollution events such as uncontrolled emissions, inadequate waste or wastewater disposal, or spills of hazardous substances into soil. The Group is committed to preventing and mitigating environmental risks through various initiatives and projects.
It has defined rules, processes and control activities to prevent and manage environmental risks originating from suppliers of processing services and raw materials through the adoption of the Code of Ethics, the Conflict Minerals Policy and the Environmental Policy. The Group also manages risks arising from temporary interruptions to operations caused by external or natural events through a range of initiatives, including business-continuity plans and insurance policies covering loss of integrity of corporate assets and damage arising from business interruption.
Personnel-related risk: this risk concerns the management of employees, contractors and people in equivalent positions, including actions taken to protect health and safety in the workplace, ensure gender equality and maintain proactive dialogue with social partners.
Risk relating to active and passive corruption: this risk concerns the possible occurrence of events and/or circumstances involving active or passive corruption. The Group is committed to systematically updating its social and environmental policies and periodically monitors the related risks. At 30 April 2026, as in the previous year, no sanctions had been imposed for environmental or human-rights violations or discriminatory conduct.
53 www.sesa.it Strategy and risk management1 2
34DEFINITION OF
CONTEXT AND
IDENTIFICATION
OF RISKS
MONITORING AND
CONTROL OF RISKSASSESSMENT OF
POTENTIAL RISKS
AND THE RELATED
IMPACTS
DEFINITION OF
PRIORITIES AND
ASSESSMENT OF
MITIGATION ACTIONSAnalysis of the reference context and definition of risk assessment goals and criteria, including levels of acceptance and toleranceReview of risk scenarios and mitigation plans with a view to continuous improvement Presentation of the results of the process for managing risks to top management and corporate bodiesPeriodic monitoring of exposure to risk and status of strategy implementationAssessment of key events that could affect the achievement of
business targets
Selection, assessment
and implementation of mitigation actions and related risk management
strategies
54 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report2.3.3. Compliance and Anti-corruption
MITIGATION MATRIX
Sesa places particular emphasis on compliance and anti-
corruption and carries out numerous activities to verify alignment with the external and internal regulatory framework and prevent non-compliance risks, which could result in sanctions, financial losses, adverse administrative measures and reputational consequences. Anti-corruption is also covered by the Company’s Internal Control System, whose principal Compliance and risk monitoring Areas Risks Mitigation actions External risks Risks associated with the macroeconomic context and the IT marketMonitoring macroeconomic trends and scenarios Investments in new technologies and skills HR selection, training and retention policies Risks associated with unfair competition Procedures for sharing and accepting the Sesa Code of Ethics Internal RisksRisks related to dependence on key personnel Retention and loyalty plans for key personnel within the Group Risks associated with breach of contract and of compliance Policies and procedures for managing and monitoring the services provided Adoption of a Model 231 and a Code of Ethics Insurance cover Reporting riskAdministrative-accounting procedures Testing the effectiveness of controls Risk related to Privacy and GDPR Policies and procedures to ensure privacy and security
Market and
financial risks Credit riskCredit monitoring Customer assessment procedures Insurance and non-recourse assignment instruments Creation of specific cover funds Liquidity riskCash flow planning Cash pooling instruments Recourse to external financing sources Interest rate risk Recourse to variable-rate financing Exchange rate risk Currency forward transactions Price risk Monitoring price dynamics Monitoring obsolescence of goods in stock ESG risks Environmental risk (consumption, emissions, waste)ESG policies and waste management procedures Green procurement policies Monitoring of environmental regulations and ESG ratings ISO 14001 Certified Management System Appointment of Mobility Manager Risk related to personnel and the working environmentWorker health and safety policies and procedures SA 8000 Certified Management System Risk in the fight against active and passive corruption14Code of Ethics
Model 231
Approval and verification policies and procedures 14. With regard to relations with the Public Administration, examples of risk activities include submitting untrue declarations to national or local public institutions in order to obtain public grants or the award of contracts, or using public funds for purposes other than those for which they were granted. More specifically , the risk of corruption in dealings with the Public Administration is also associated with participation in calls for tenders for the award of direct or indirect funding for Research and Development activities. To date, such funding is immaterial in relation to the Group’s business volume.
55 www.sesa.it Strategy and risk managementinstrument is the Organisational Model pursuant to Legislative Decree 231/2001.
INTERNAL COMPLIANCE
MODEL 231
The Organisational and Management Model pursuant to Legislative Decree 231/2001 addresses the administrative liability of legal entities, under which companies may be held liable—and consequently subject to financial penalties—for certain offences committed or attempted in their interest or for their benefit by directors or employees.
Sesa’s Organisational Model pursuant to Legislative Decree 231/2001 forms part of the broader corporate internal-control system and constitutes one of its distinctive components.
In addition to acting as a deterrent to unlawful conduct, its adoption is intended to support a culture based on fairness and transparency in business dealings.
The Model connects the various areas of the Internal Control and Risk Management System adopted by the Group’s principal companies. The ICRMS is defined as the set of rules, procedures and organisational mechanisms implemented by senior management for the identification, measurement, management and monitoring of the main business risks.
SUPERVISORY BODY
In implementation of Legislative Decree 231/2001 and consistently with the Articles of Association, the Board of Directors appointed a Supervisory Body, responsible for overseeing the operation of and compliance with the Organisational Model and for ensuring that it is kept up to date.
The Supervisory Body monitors the operation of and compliance with the Model, and monitors and assesses implementation of the preventive measures, reporting periodically to the Board of Directors and the Management Control Committee.
In accordance with the principles of Legislative Decree 231/2001, the Group’s Model 231 provides for a channel for reporting breaches, including anonymously (so-called ‘whistleblowing’), guaranteeing the protection of those making reports and the complete confidentiality of their identity.
CODE OF ETHICS
Sesa first adopted its own Code of Ethics in 2012; it has since been extended to and adopted by all the Group’s principal companies. The Group Code of Ethics describes the values and standards of conduct that guide Sesa’s and its subsidiaries’ Directors, management and employees, as well as everyone acting on their behalf, in pursuing corporate objectives. Further details are available in the document published in the Governance section of the Company’s
website:https://www.sesa.it/governance/modello-231-e-
codice-etico/.
CODE OF CONDUCT
The Group has also adopted a Code of Conduct containing guidelines on legal and professional obligations, customer relationships and other business relationships, organisational and administrative provisions, and personal conduct.
It is founded on the values and standards of professional and personal conduct generally required by the organisation.
Together with and in support of the Code of Ethics, the Group’s Code of Conduct defines the fundamental principles underlying the Group’s reputation and the values that inspire its day-to-day operations and sets out the standard of conduct required of all Sesa employees and contractors.
56 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportREGULATORY COMPLIANCE The Group is committed to continuously ensuring full compliance with all applicable legislation by implementing and monitoring specific control safeguards. The principal regulatory requirements and active integrated controls are set out below.
Compliance and risk monitoring Scoope Reference legislation Integrated control structures Occupational safetyLegislative Decree 81/2008 consolidated law on occupational safetyActivation of legal safeguards Regular information flow from RSPP Data securityLegislative Decree 196/2003 - Italian Personal Data Protection Code;
Regulation (EU) 2016/679 -
General Data Protection Regulation (GDPR) Adaptation of existing controls to the European GDPR regulation Regular reporting by the DPO Adoption of a certified management system in compliance with ISO 27001 Financial reportingLaw 262/2005 regulation for the protection of savings and financial marketsAdoption of specific controls on administrative procedures of the statutory and consolidated financial statements, as well as other communications of a financial nature Periodical exchange of information between the corporate bodies and audit departments and Independent Auditor Social ResponsibilityLaw 300/1970 Workers’ Charter Law on employmentAdoption of an SA 8000 Certified Management System SA 8000 Periodic flow of information from the Occupational Health and Safety Committee to company control bodies and departments Adoption of Group policies
Administrative
ResponsibilityLegislative Decree 231/2001 -
Criminal Liability of Legal EntitiesAdoption of Group Code of Ethics and Model 231 Exchange of information between the corporate audit bodies and functions Quality Management Standard ISO 9001 SystemAdoption of management procedures Adoption of an ISO 9001 Certified Management System
Environmental
ResponsibilityISO 14001Adoption of management procedures Adoption of an ISO 14001 Certified Environmental Management System
ANTI-CORRUPTION
The Group actively combats both active corruption-offering an improper advantage-and passive corruption-accepting one. The matter is governed by a broad internal framework comprising the Code of Ethics, the Organisational Model pursuant to Legislative Decree 231/2001, whistleblowing arrangements, internal policies and procedures, and careful human-resource management. With regard to whistleblowing, no reports were received through the ordinary communication channels post or email during the year ended 30 April 2026. Every six months, the Board of Directors and the Management Control Committee receive information on reports received as part of the activities carried out by the Supervisory Body.
The Group has adopted a Gifts and Hospitality Policy setting out the guidelines to be followed in order to avoid conduct that is inconsistent with legal requirements and internal rules.
During the year ended 30 April 2026, all transactions were monitored for corruption risk. As in the previous year, no cases of corruption, unfair competition, monopolistic practices or antitrust violations were reported. At 30 April 2026, as in the previous year, no sanctions had been imposed for non-
compliance with laws and regulations in the social and economic sphere.
At 30 April 2026, the Sesa Group had not made contributions to political parties, movements, committees, political organisations or trade unions, other than contributions related to membership activities. Any political activity carried out
57 www.sesa.it Strategy and risk managementby Group employees, and any contributions made by them, are undertaken in a strictly personal and entirely voluntary capacity.
2.3.4. Data Protection and Cybersecurity Creating value for stakeholders also means protecting the information of all stakeholder groups and adopting operating methods that safeguard and enhance information assets. In a rapidly evolving world in which information is increasingly valuable and networks, systems and applications are ever more interconnected, managing and protecting information resources while ensuring regulatory compliance is becoming increasingly complex. This complexity—combined with the growth and evolution of cyber threats—exposes businesses to new types of risk whose harmful effects may have serious financial, legal, reputational, compliance or competitive consequences through the loss of information or intellectual property or the interruption of operations.
Against this background, the Sesa Group has identified personal-data protection and information security as priority areas, both for business development and as prerequisites for sound internal management. The Group operates on the basis of well-established secure-data-management procedures founded on industry best practices and aligned with the international ISO/IEC 27001 information-security standard.
Sesa has adopted and maintains a specific procedure for the proper and adequate management of incidents and personal-data breaches and, more broadly, has established and continues to develop its operational strategy for restoring business continuity following disruptive events affecting either IT systems or business activities as a whole. Dedicated Business Continuity and Disaster Recovery Plans support the secure and effective management of data, including in the event of incidents or other extraordinary events that could directly affect data and information security, in full compliance with Regulation (EU) 2016/679-the General Data Protection Regulation, or GDPR-the requirements of the Italian Data Protection Authority, obligations undertaken towards data controllers and, more generally, stakeholder rights.
The Group Chief Security Officer oversees security matters throughout the Group and is responsible for identifying and implementing the Group Security Strategy and managing the related budget; the officer reports regularly to the Board of Directors on security matters. To strengthen the management of information-security risk in particular, Sesa has established a unit dedicated exclusively to monitoring and managing IT risk. The security-development programme was agreed with the Board of Directors following review by the Control and Risk Committee. The Board discusses information risks periodically, and at least once a year. The Group has also taken out a Group Information Security and Risk Management insurance policy to reduce its residual exposure to cyber risk.
The Group also devotes particular attention to employee training on the processing of personal data, including through e-learning. At 30 April 2026, approximately 5,000 hours of specific training had been provided on privacy, the GDPR and cybersecurity.
To comply with regulatory requirements governing privacy and the security of sensitive data, the Group has defined its own personal-data-protection model. Through this model, the Group seeks to ensure respect for data-subject rights, fulfil its obligations, prevent possible breaches through monitoring and controls over all requirements, and implement appropriate security measures. At 30 April 2026, Group companies had received no complaints or reports concerning breaches of customer privacy and had suffered no material data losses.
58 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
3. Performance as of April 30, 20261. The Sesa Group 2. Strategy and risk
management5. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportPerformance
as of April 30, 2026
59
www.sesa.it
60 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportGENERAL ECONOMIC PERFORMANCE After the strong rebound recorded in 2021, the global economy consolidated a path of moderate but resilient growth over the 2022-
2025 period. The most recent estimates by the International Monetary Fund confirm a substantially stable trend for the two-year period 2026-2027, with growth rates slightly above 3%, indicative of the international macroeconomic framework’s good resilience.
The environment nevertheless remains characterized by elements of uncertainty, particularly related to geopolitical tensions, developments in international trade, and the reorganization of value chains. These factors are offset by structural positive drivers, including the contribution of investments in advanced technologies and the private sector’s adaptability, which support the overall balance of the scenario.
Advanced economies continue to show a contained pace of growth, around values close to 1.5-2%, reflecting more restrictive financial conditions and a still gradual recovery in demand. In contrast, emerging countries confirm greater dynamism, albeit with a slight slowdown, maintaining a key role in supporting global growth.
The Euro Area fits into this context with a profile of moderate but progressively strengthening expansion. Forecasts indicate growth of around 1-1.5% over the forecast period, supported by improving domestic demand and the gradual normalization of the inflationary and energy environment.
In this scenario, Italy confirms a stable and resilient growth trajectory. GDP dynamics remain at contained but positive values, in continuity with previous years, highlighting the economic system’s ability to adapt to a complex and evolving international context.
Looking ahead, the Italian context benefits from the reduction of inflationary pressures, the improvement in the confidence climate, and the recovery of disposable income, factors that help support consumption and domestic demand. Overall, a picture of stability and consistency with the European context emerges, with room for strengthening in the medium term linked to investment and innovation.
The following table reports the new International Monetary Fund forecasts updated as of April 2026, with actual figures for recent years and expected changes for the 2026-2027 period, confirming for Italy stable growth (+0.5% annually), albeit lower than the European context (source: IMF - WEO, April 2026).
Final results and IMF projections Percentage ValuesChange GDP
2020Change GDP
2021Change GDP
2022Change GDP
2023Change GDP
2024Change GDP
2025Change GDP
2026 (E)Change GDP
2027 (E)
World -3.1% +6.3% +3.5% +3.3% +3.3% +3.4% +3.1% +3.2% Advanced Economies -4.5% +5.4% +2.6% +1.7% +1.8% +1.9% +1.8% +1.7% Emerging Market -2.1% +6.8% +4.1% +4.4% +4.3% +4.4% +3.9% +4.2%
USA -3.4% +5.9% +1.9% +2.5% +2.8% +2.1% +2.3% +2.1%
Japan -4.6% +2.2% +1.0% +1.9% -0.2% +1.2% +0.7% +0.6% China +2.3% +8.4% +3.0% +5.2% +5.0% +5.0% +4.4% +4.0% Great Britain -9.8% +7.6% +4.3% +0.1% +1.1% +1.3% +0.8% +1.3% Euro Area -6.3% +5.3% +3.4% +0.5% +0.9% +1.4% +1.1% +1.2% Italy -8.9% +7.0% +3.7% +0.9% +0.7% +0.5% +0.5% +0.5%
61
www.sesa.it Performance as of April 30, 2026DEVELOPMENT OF DEMAND AND TRENDS IN THE SECTOR IN WHICH THE GROUP OPERATES
In 2026, the global ICT market confirms a particularly dynamic growth profile, with expansion rates significantly higher than those of the global economy. The overall market size exceeds USD 6,300 billion, with growth of +13.7% compared to 2025, highlighting a phase of strong acceleration relative to previous years. The main driver continues to be the technological cycle linked to Artificial Intelligence, which is redefining companies’ investment priorities on a global scale.
In particular, the Data Centre Systems segment records the most significant growth (+55.8% in 2026), driven by the spread of high-
performance infrastructure for AI workloads, the adoption of GPU-based architectures, and the progressive standardization of rack-
scale models. This trend is also reflected in the expansion of Enterprise Software (+15.9%) and IT services (+9.0%), confirming how the digital ecosystem is evolving toward increasingly integrated, scalable platforms geared to managing complex workloads.
At the sector level, a structural strengthening of the market emerges: after a phase of volatility, the Devices segment returns to growth (+8.2%), while Communication Services show a more contained but stable expansion. Overall, the market shows a widespread acceleration, with a balanced mix of infrastructure, software, and services, consistent with a model increasingly geared toward end-to-end digitalization of business processes.
The Italian IT market fits into this scenario with a solid and steady growth profile, continuing to record performance higher than the national GDP. After the rebalancing that followed the post-Covid expansion phase, the market consolidates growth of around 4% per year, reaching an overall value of approximately EUR 26.7 billion in 2026 and over EUR 27.8 billion in 2027. The trend is therefore confirmed as stable and sustainable, with a progressive strengthening of demand.
At the segment level, Management Services remain the main growth engine (+9.0% in 2026 and +8.7% in 2027), driven by the evolution of companies’ operating models, the spread of the Cloud, and the integration of advanced cybersecurity and application management solutions. Project Services also maintain a positive contribution, while the Hardware and Software segments show a phase of substantial stabilization after years of strong expansion and rationalization of investments.
Particularly significant is the role of the Cloud and Artificial Intelligence, which represent the main enablers of future growth: the Cloud records development rates above 15% per year, while AI continues to expand at very sustained rates (over 40% in 2026), albeit progressively normalizing after the initial peak. Overall, the Italian market shows a favorable positioning, characterized by high demand for value-added services, the growing centrality of “as-a-service” models, and a digital transformation path that is now structural in the main economic sectors.
The following tables present the trend of the global market (Sources: Gartner, May 2026) and the Italian IT market (Source: Sirmi, May 2026), along with the forecasts for 2026 and 2027.
62 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportGlobal IT market trend Global IT market (Bn US Dollars) 2021 2022 2023 2024 2025 2026 EChange
22/21Change
23/22Change
24/23Change
25/24Change
26/25
Data Centre Systems 190 227 236 329 496 788 19.5% 4.8% 40.3% 48.9% 58.9% Enterprise Software 732 811 974 1,092 1,250 1,444 10.8% 20.1% 11.9% 14.5% 15.5% Devices 808 766 693 734 788 856 -5.2% -9.5% 5.9% 7.4% 8.6% IT Services 1,208 1,306 1,504 1,587 1,718 1,870 8.1% 15.2% 5.5% 8.3% 8.8% Communication Services 1,459 1,423 1,492 1,372 1,304 1,359 -2.5% 4.8% -8.0% -5.0% 4.2% Total IT Market 4,396 4,534 4,898 5,114 5,555 6,317 3.1% 8.0% 4.4% 8.6% 13.7% Italian IT market trend Italian IT market (Mn Eu) 2022 2023 2024 2025 2026 E 2027 EChange
22/21Change
23/22Change
24/23Change
25/24Change
26/25Change
27/26
Hardware 6,392 5,917 5,910 5,895 5,900 5,900 -5.6% -7.4% -0.1% -0.3% 0.2% 0.3% Software 4,073 4,123 4,147 4,152 4,159 4,172 3.8% 1.2% 0.6% 0.3% 0.2% 0.2% Project Services 4,019 4,186 4,259 4,303 4,400 4,420 4.3% 4.2% 1.8% 1.0% 2.3% 0.5% Management Services 8,534 9,415 10,236 11,086 11,960 13,330 12.3% 10.3% 9.4% 9.2% 7.9% 11.5% Total Market IT 23,017 23,642 24,552 25,437 26,419 27,842 3.9% 2.7% 4.1% 4.0% 3.9% 5.4% Cloud Computing 5,259 6,296 7,393 8,629 9,841 11,692 24.0% 19.7% 17.4% 17.6% 14.0% 18.8%
AI 435 674 1,380 2,020 2,850 3,910 55.0% 55.0% 104.7% 46.4% 41.4% 37.2%
63 www.sesa.it Performance as of April 30, 20263.1. Economic and Financial Results of the
Sesa Group
During the 2026 financial year, the Group further strengthened its positioning as a Digital Integrator, supporting the digital transformation of over 40,000 clients among companies and organizations operating in Italy and in the main European markets through the integration of technologies, digital platforms, and vertical applications. In a market characterized by the growing demand for solutions for the management, protection, and enhancement of data, as well as by the adoption of Artificial Intelligence and Automation, Sesa consolidated its leadership in the strategic areas of Cloud, Data Management, Cyber Security, Digital Platform, and AI. The consolidated results for the year show growth more than twice that of the Italian digital market, with Revenues and Other Income of Euro 3,620.8 million (+7.9% on a pro-forma basis) and EBITDA of Euro 260.4 million (+8.2% on a pro-forma basis), accompanied by growth in the Group’s Adjusted Net Profit to Euro 106.1 million (+10.7%) and by strong cash generation. These results confirm the Group’s ability to combine innovation and sustainable value creation, growing at twice the pace of the digital market and further strengthening its market share.
Growth was supported by the continuous development of the Group’s distinctive competencies and by the investments made in the main technologies enabling digital transformation.
Particular relevance was given to Digital Sovereignty, data management and protection solutions, together with the adoption of AI, automation, and Digital Enablers underlying the 2026–2027 business plan and the new development path outlined in the 2027–2028 Business Plan.
Sesa pursues a sustainable development policy geared toward the creation of long-term value for all Stakeholders. The strategy is based on the development of a platform enabling innovation, including digital innovation, and the sustainable growth of companies and organizations, based on data and inspired by people, with great attention to social responsibility.
In this context, FY2026 confirmed the continuous improvement in ESG performance, with Euro 550 million of economic value distributed to stakeholders, up 10% Y/Y. 3.1.1. Alternative Performance Indicators In order to better assess the performance and financial position of the Group and its business segments, the management of Sesa SpA uses certain alternative performance indicators that are not identified as accounting measures under the IFRS.
These indicators facilitate the identification of operating trends and support business decisions; however, the determination criteria applied by the Group may not be homogeneous and therefore comparable with that adopted by other operators.
The alternative performance indicators are made up exclusively from historical data of the Group and determined in accordance with the Guidelines on Alternative Performance Indicators issued by ESMA/2015/1415 and adopted by Consob with communication no. 92543 of 3 December 2015. They refer only to the performance of the accounting period in question and of the periods under comparison and not to the expected performance, and should not be considered as a substitute for the indicators envisaged by the reference accounting standards (IFRS). Finally, they are prepared by maintaining continuity and homogeneity of definition and representation for all periods for which financial information is included in this document.
In line with the above-mentioned communications, the criteria used to construct these indicators are provided below.
• Ebitda (Gross Operating Margin) is defined as the profit for the year before depreciation and amortisation, provi-
sions for bad debts, provisions for risks, notional costs relating to stock grant plans assigned to the executive di-
rectors, financial income and expenses (excluding the fair value adjustment of liabilities for Put, Earn Out to minority shareholders and fair value revaluations in the case of step up acquisitions), profit , profit (loss) of companies accounted for using the equity method, and taxes.
• Adjusted Operating Result (Ebit) defined as Ebitda net of amortisation and depreciation of tangible and intangi -
ble fixed assets (excluding amortisation and depreciation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation), provisions for bad debts, provisions for risks, with the exclusion of notional costs relating to stock grant plans.
• Operating Result (Ebit) defined as Ebitda net of depre -
ciation and amortisation related to tangible and intangible
64 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportfixed assets, provisions for bad debts, provisions for risks, notional costs related to Stock Grant plans.
• Adjusted net result defined as net profit before (i) amor-tisation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation, (ii) notional costs related to the stock grant plans net of the related tax effect and (iii) taxes paid in relation to previous years.
• Group’s adjusted net result defined as the Group’s net profit before (i) amortisation of customer lists and know-
how recorded in the Purchase Price Allocation of the com-
panies acquired and included in the scope of consolida -
tion and (ii) notional costs related to the stock grant plans net of the related tax effect and (iii) taxes paid in relation to previous years.
• Net working capital is the algebraic sum of inventories, trade receivables, other current assets, trade payables and other current liabilities.
• Net invested capital is the algebraic sum of non-current assets, net working capital and net non-current liabilities.
• Net Financial Position (NFP) is the algebraic sum of cash and cash equivalents, other current financial assets, and current and non-current loans.
• Total Net Financial Position Reported is the alge -
braic sum of cash and cash equivalents, other current financial assets, current and non-current loans, current and non-current financial liabilities for rights of use, and payables and commitments for the purchase of equity investments from minority shareholders. It complies with the definition of Net Financial Debt envisaged in Consob Communication no. 6064293 of July 28, 2006 and in ac-
cordance with ESMA Recommendation/2013/319.For the sole purpose of preparing the reclassified income sta-
tement, the fair value adjustment of Put and Earn-Out liabili -
ties towards minority shareholders, as well as fair value re-
vauations in the case of step-up acquisitions, are reclassified from financial income and expenses to the item Other Income.
The comparative pro-forma consolidated statements as of 30 April 2025, comprising the reclassified consolidated balan -
ce sheet, the reclassified consolidated income statement, and the segment information as of 30 April 2025, are presented in this document for comparative purposes only, to simulate the effects that the acquisition of 66% of the capital of Greensun Srl (Digital Green Segment), completed on 3 December 2024, would have had on the Group’s results had it entered the con-
solidation scope as of 1 May 2024. Further information on the methods used to prepare the pro-forma consolidated state-
ments as of 30 April 2025 is provided in the Annual Report as of 30 April 2025. The pro-forma consolidated statements are not subject to audit. The preparation of the reclassified pro-for-
ma consolidated data, prepared for management information purposes only, does not comply with Consob regulations on the preparation of pro-forma financial statements, as they are not applicable.
The pro-forma consolidation in the 2025 financial year of Gre-
enSun and its subsidiaries from 1 May 2024 to the date of actual entry into the Group’s scope (November 2024) contri-
buted, as of 30 April 2025, Euro 83,713 thousand to Consoli -
dated Revenues and Other Income, Euro 5,220 thousand to EBITDA, Euro 3,787 thousand to net profit for the period, and Euro 2,212 thousand to the Group’s Adjusted Net Profit.
65 www.sesa.it Performance as of April 30, 20263.1.2. Economic highlights of the Sesa Group The reclassified income statement, balance sheet, and financial statements of the Group and of the parent company Sesa SpA presented below have been prepared on the basis of the consolidated financial statements and the separate financial statements as of 30 April 2026, in compliance with the international accounting standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and endorsed by the European Union, as well as with the provisions issued in implementation of Article 9 of Legislative Decree No. 38/2005. The reclassified consolidated income statement as of 30 April 2026 is presented below, compared with the corresponding period of the previous financial year in the Pro-forma and Reported versions as of 30 April 2025. The reclassified consolidated income statement is prepared on the basis of the data extracted from the consolidated income statement prepared in accordance with the IFRS. The criteria for preparing the Pro-forma and Reported reclassified income statement are set out in the previous section “Alternative Performance Indicators and Pro-forma results”. In the management report, in addition to the financial measures required by the IFRS, certain alternative performance indicators derived from the latter are presented, although not required by the IFRS (Non-GAAP Measures). These measures are presented in order to allow a better assessment of the performance of the Group’s operations and should not be considered as alternatives to those required by the IFRS.
Reclassified income statement
(Euro thousands)04/30/2026
Reported%04/30/2025
Reported%% Change
FY26 Vs FY25
Reported04/30/2025
Pro-forma*%% Change
FY26 Vs FY25
Pro-forma*
Net revenues 3,565,285 - 3,214,550 - 10.9% 3,298,197 - 8.1% Other Income 55,526 - 58,570 - -5.2% 58,636 - -5.3% Total Revenues and Other Income153,620,811 100.0% 3,273,120 100.0% 10.6% 3,356,833 100.0% 7.9% Costs for purchasing products (2,653,191) 73.3% (2,360,306) 72.1% 12.4% (2,434,118) 72.5% 9.0% Costs for services and use of third-party assets (301,012) 8.3% (307,281) 9.4% -2.0% (310,716) 9.3% -3.1% Personnel costs (395,588) 10.9% (358,836) 11.0% 10.2% (360,082) 10.7% 9.9% Other operating expenses (10,592) 0.3% (11,177) 0.3% -5.2% (11,177) 0.3% -5.2% Total Costs for purchasing products and Operating Costs(3,360,383) 92.8% (3,037,600) 92.8% 10.6% (3,116,093) 92.8% 7.8% Gross Operating Margin (Ebitda) 260,428 7.2% 235,520 7.2% 10.6% 240,740 7.2% 8.2% Depreciation/Amortisation of tangible and intangible assets(54,751) 1.5% (50,131) 1.5% 9.2% (50,165) 1.5% 9.1% Provisions and other non-monetary costs (8,129) 0.2% (5,150) 0.2% 57.8% (5,150) 0.2% 57.8% Adjusted Operating Result(Ebit)15197,548 5.5% 180,239 5.5% 9.6% 185,425 5.5% 6.5% Amortisation of client lists and know how (PPA) (37,526) 1.0% (32,335) 1.0% 16.1% (32,596) 1.0% 15.1% Other non-monetary costs (8,033) 0.2% (7,169) 0.2% 12.1% (7,169) 0.2% 12.1% Operating Result (Ebit) 151,989 4.2% 140,735 4.3% 8.0% 145,660 4.3% 4.3% Interest income/expense, bank charges and other financial expenses(34,044) -0.9% (40,752) -1.2% -16.5% (40,545) -1.2% -16.0% Company profit/loss under shareholders’ equity 896 0.0% 952 0.0% -5.9% 952 0.0% -5.9% Foreign exchange gains and losses (567) 0.0% (1,449) 0.0% -60.9% (1,449) 0.0% -60.9% Result before tax (Ebit) 118,274 3.3% 99,486 3.0% 18.9% 104,618 3.1% 13.1% Income taxes (37,683) 1.0% (32,059) 1.0% 17.5% (33,404) 1.0% 12.8% Net result 80,591 2.2% 67,427 2.1% 19.5% 71,214 2.1% 13.2% Net result attributable to the Group 71,691 2.0% 62,202 1.9% 15.3% 64,228 1.9% 11.6% Net result attributable to non-controlling interests 8,900 0.2% 5,225 0.2% 70.3% 6,986 0.2% 27.4% Adjusted net result15114,986 3.2% 98,839 3.0% 16.3% 102,812 3.1% 11.8% Group Adjusted Net Result15106,086 2.9% 93,614 2.9% 13.3% 95,826 2.9% 10.7% 15. Total Revenues and Other Income includes the fair value adjustment of Put and Earn-Out liabilities towards minority shareholders, as well as fair value revaluations in the case of step-up acquisitions. Adjusted Operating Result is presented before the amortization of customer lists and technological know-how recognized following the Purchase Price Allocation (PPA) process, and before Stock Grant costs. Adjusted Net Profit attributable to the Group is calculated before (i) the amortization of customer lists and technological know-how recognized as a result of the PPA process and (ii) before Stock Grant costs, net of the related tax effect and non-recurring taxes.
(*) Pro forma consolidated figures as of April 30, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital Green VAS Sector entered in Group perimeter in November 2024. The pro forma consolidated figures are unaudited.
66 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report3.1.3. Sesa Group economic results During the financial year ended 30 April 2026, the Sesa Group achieved Revenues and Other Income of Euro 3,620.8 million (+7.9% Y/Y Pro-forma), Operating Profitability (EBITDA) of Euro 260.4 million (+8.2% Y/Y Pro-forma), an Adjusted Net Profit of Euro 115.0 million (+11.8% Y/Y Pro-forma), and a Group Adjusted Net Profit of Euro 106.1 million (+10.7% Y/Y Pro-forma). The growth achieved during the year was supported by the positive development of all the Group’s operating segments, with a particular contribution from the ICT and Green VAS segments, and by a progressive acceleration of revenues and profitability in the second half of the year.
Consolidated Revenues and Other Income show the following trends across the Group’s segments (results compared with 30 April
2025 Pro-forma):
• ICT VAS with Revenues and Other Income of Euro 2,254.7 million (+8.6% Y/Y), supported by the growing demand for solutions for data management, sovereignty, and security, with revenue growth entirely organic in nature and a significant acceleration in the second half (+13.8% Y/Y) and in the fourth quarter (+13.1% Y/Y);
• Green VAS with Revenues and Other Income of Euro 412.2 million (+19.9% Y/Y Pro-forma), supported by the growing demand for renewable energy from the business segment and arising from the demand for solutions related to data management, private AI, and digital sovereignty;
• SSI with Revenues and Other Income of Euro 908.8 million (+3.8% Y/Y), with a resilient performance despite the slowdown in demand in some manufacturing districts;
• Business Services, with Revenues and Other Income of Euro 158.5 million (+3.2% Y/Y), which continues its organic growth path supported by the development of applications and digital platforms dedicated to the Financial Services industry, with an expected return to double-digit growth in FY2027 thanks to the contracts acquired in the second half of FY2026, not yet gone
to market
Consolidated EBITDA increased by 8.2% Y/Y, reaching Euro 260.4 million compared with Euro 240.7 million as of 30 April 2025 Pro-forma (+10.6% Y/Y vs Reported), with an EBITDA margin of 7.2%, substantially stable compared with the previous year. The growth in operating profitability was supported mainly by the positive performance of the ICT VAS, Digital Green, and Business Services segments, as well as by the acceleration recorded by all segments in the second half of the year.
Below is the contribution of the Group’s segments to the formation of EBITDA as of 30 April 2026 (FY2026 results compared with
FY2025 Pro-forma):
• ICT VAS with EBITDA of Euro 101.3 million (+12.6% Y/Y) and an EBITDA margin of 4.5%, improving compared with 4.3% in the previous year;
• Green VAS with EBITDA of Euro 29.0 million, growing strongly compared with the previous year (+18.4% Y/Y Pro-forma) and an EBITDA margin of 7.0%, substantially in line with the previous year;
• SSI with EBITDA of Euro 96.6 million (+1.8% Y/Y) and an EBITDA margin of 10.6%, reflecting the investments made in competencies and platforms and the re-engineering activities aimed at rationalizing the corporate structure, reorganizing processes, and improving operating efficiency;
• Business Services with EBITDA of Euro 29.7 million (+8.8% Y/Y) and an EBITDA margin of 18.8%, up from 17.8% in the previous year.
The consolidated Adjusted Operating Result (EBIT) amounts to Euro 197.5 million, an increase of 6.5% Y/Y Pro-forma, after depreciation and amortization of tangible and intangible assets of Euro 54.8 million (+9.1% Y/Y) and provisions of Euro 8.2 million (+57.8% Y/Y). The consolidated Adjusted Operating Result (EBIT) amounts to Euro 53.0 million in Q4 2026 alone (adjusted EBIT margin 5.8% vs 5.6% Y/Y), with growth of 12.8%.
(*) Pro forma consolidated figures as of April 30, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital Green VAS Sector entered in Group perimeter in November 2024. The pro forma consolidated figures are unaudited.
67 www.sesa.it Performance as of April 30, 20263.1.4. Highlights of the Group’s Balance Sheet Below is the reclassified balance sheet (figures in Euro thousands) as of April 30, 2026 compared to the previous year as of April 30, 2025.
Reclassified Balance Sheet (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Intangible fixed assets 551,114 531,033 20,081 Tangible fixed assets (including rights of use) 175,728 167,868 7,860 Investments carried at equity 14,529 17,539 (3,010) Other non-current assets and deferred tax assets 47,006 39,292 7,714 Total non-current assets 788,377 755,732 32,645 Inventories 145,295 147,590 (2,295) Trade receivables 650,790 604,600 46,190 Other current assets 163,050 158,529 4,521 Current assets for the year 959,135 910,719 48,416 Trade payables 672,297 595,063 77,234 Other current payables 318,230 287,580 30,650 Short-term liabilities for the year 990,527 882,643 107,884 Net working capital (31,392) 28,076 (59,468) Provisions and other non-current tax liabilities 146,932 143,406 3,526 Employee benefits 63,294 64,876 (1,582) Net non-current liabilities 210,226 208,282 1,944 Net Invested Capital 546,759 575,526 (28,767) The consolidated Operating Result (EBIT) amounts to Euro 152.0 million (+4.3% Y/Y Pro-forma), after amortization of intangible assets relating to customer lists and know-how recognized following the Purchase Price Allocation process of Euro 37.5 million (+15.1% Y/Y) and stock grant costs and other non-monetary charges of Euro 8.0 million compared with Euro 7.2 million Y/Y.
Net financial expenses decreased by 16.0% compared with the previous year, benefiting from the decline in interest rates, the improvement in the Net Financial Position, and the actions taken to make the Group’s financial management more efficient. Net foreign exchange losses amounted to Euro 0.6 million compared with Euro 1.4 million in the previous year.
The consolidated Adjusted Net Profit amounts to Euro 115.0 million as of 30 April 2026, up 11.8% Y/Y vs Pro-forma, and reflects the increase in operating profitability as well as the improvement in financial management. The Group’s consolidated Adjusted Net Profit amounts to Euro 106.1 million, up 10.7% Y/Y from Euro 95.8 million in the previous year Pro-forma.
Net Profit amounts to Euro 80.6 million, up 13.2% from Euro 71.2 million as of 30 April 2025 vs Pro-forma (+19.5% Y/Y vs Reported). Net financial income and expenses include the capital gain of Euro 7.3 million arising from the disposal of the 6.65% stake held in DV Holding S.p.A., almost entirely offset by non-recurring write-downs of equity investments and financial receivables recognized in the same item.
68 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportNet Financial Position (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Shareholders’ Equity 529,236 500,778 28,458 Liquidity and other financial assets (584,052) (576,885) (7,167) Current and non-current loans 402,001 418,492 (16,491) Net Financial Position (182,051) (158,393) (23,658) Financial liabilities rights of use IFRS 16 56,404 57,182 (778) Payables to and commitments with minority shareholders for equity investments16 143,170 175,959 (32,789) Total Net Financial Position Reported 17,523 74,748 (57,225) 16. Deferred payables and commitments to minority shareholders for corporate acquisitions (Earn Out, Put Option, deferred prices) not bearing contractual interest and conditional on the achie-ve -
ment of long-term value generation targets. The balance sheet shows a decrease in net invested capital, which fell from Euro 575.5 million as of 30 April 2025 to Euro 546.8 million as of 30 April 2026, essentially as a result of:
• an increase in non-current assets, which rose from Euro 755.7 million as of 30 April 2025 to Euro 788.4 million as of 30 April 2026, as a result of the investments in technology, software, and applications made during the year, as well as the Group’s integration and development transactions;
• the trend in net working capital, which stood at a negative balance of Euro 31.4 million as of 30 April 2026, compared with a positive balance of Euro 28.1 million as of 30 April 2025, reflecting the inventory dynamics, which remained stable despite the growth in business, and the improvement in the efficiency of trade receivables and payables management.
The consolidated Reported Net Financial Position (NFP) as of 30 April 2026, calculated including IFRS liabilities for deferred payments to minority shareholders for corporate acquisitions and rights of use in application of IFRS 16 amounting to Euro 199.6 million, compared with Euro 233.1 million as of 30 April 2025, is negative by Euro 17.5 million, a marked improvement compared with a Reported NFP negative by Euro 74.7 million as of 30 April 2025. The NFP as of 30 April 2026, before IFRS liabilities, is positive (net liquidity) by Euro 182.1 million, compared with Euro 158.4 million as of 30 April 2025. The trend in the NFP reflects the Group’s strong cash generation capacity, despite the distribution of dividends and buy-back activity of approximately Euro 40 million during the year, as well as total investments of approximately Euro 110 million (net of approximately Euro 10 million arising from the disposal of non-core assets), of which approximately Euro 60 million allocated to M&A transactions and the buy-back of minorities.
The 2026 financial year confirms the Group’s high capacity for cash generation and self-financing of growth. Operating Cash Flow reached approximately Euro 205 million, benefiting both from the positive performance of operations and from the effective management of working capital. This performance enabled the Group to support total investments of approximately Euro 110 million, remunerate shareholders through dividends and buy-back of approximately Euro 40 million and, at the same time, achieve a significant improvement in the Reported Net Financial Position.
Consolidated Shareholders’ Equity further strengthened, amounting to Euro 529.2 million as of 30 April 2026, compared with Euro 500.8 million as of 30 April 2025, confirming the Group’s ability to combine growth, profitability, cash generation, and the creation of sustainable value for all stakeholders.
69 www.sesa.it Performance as of April 30, 20263.2. Economic and Financial Results of Group Sectors 3.2.1. Results of the ICT VAS sector The ICT Value Added Solutions (ICT VAS) Sector, active in offering value-added technological solutions for the business segment, achieved Revenues and Other Income of Euro 2,254.7 million (+8.6% Y/Y) during the year, supported by entirely organic growth and by the expansion of demand in the higher value-added segments related, among other things, to data management and protection. The revenue trend over the course of the year shows a progressive acceleration, with growth of 13.8% Y/Y in the second half and 13.1% Y/Y in the fourth quarter, confirming the strengthening of the sector’s competitive positioning and the favorable trend in demand for the main technologies enabling digital transformation.
The EBITDA result as of 30 April 2026 amounts to Euro 101.3 million, up 12.6% Y/Y, with an EBITDA margin of 4.5%, improving compared with 4.3% in the previous year, thanks to the more favorable business mix and the progressive increase in operating efficiency. The Group’s Adjusted Net Profit also shows significant growth compared with the previous year, benefiting both from the expansion of revenues and from the improvement in operating profitability.
The development of the sector’s results was favored by the consolidation of its positioning in the strategic areas of Data Management, Cyber Security, Cloud, and Digital Platform, which represent the main drivers of the development of demand for digital innovation from companies and organizations in the current phase of progressive adoption of AI and automation.
Thanks to its focus on value-added business areas, the Sector consolidates its market share in Italy (45.2% of the total VAD market – Data Center, Networking, and Enterprise software categories, source Sirmi, April 2026).
Below is the reclassified income statement of the ICT Value Added Solutions (VAS) Sector (data in Euro thousands) as of 30 April 2026, compared with the previous financial year ended 30 April 2025.
70 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportICT VAS Sector (Euro thousands) 04/30/2026 % 04/30/2025 % Change 26/25 Third-party revenues 2,112,175 - 1,949,427 - 8.3% Inter-sector revenues 128,326 - 109,436 - 17.3% Total Revenues 2,240,501 - 2,058,863 - 8.8% Other income 14,199 - 16,595 - -14.4% Total revenues and other income 2,254,700 100.0% 2,075,458 100.0% 8.6% Costs for purchasing products and software (2,063,804) -91.5% (1,894,401) -91.3% 8.9% Gross commercial margin 190,896 8.5% 181,057 8.7% 5.4% Costs for services and use of third-party assets (53,229) -2.4% (54,842) -2.6% -2.9% Personnel costs (31,950) -1.4% (32,299) -1.6% -1.1% Other expenses (4,410) -0.2% (3,964) -0.2% 11.3% Ebitda 101,307 4.5% 89,952 4.3% 12.6% Depreciation/Amortisation of tangible and intangible assets (software)(5,258) -0.2% (5,042) -0.2% 4.3% Provisions and other non-monetary costs (1,027) 0.0% (1,246) -0.1% -17.6% Adjusted operating result (Adjusted Ebit) 95,022 4.2% 83,664 4.0% 13.6% Amortisation of client lists and know how (PPA) (1,979) -0.1% (2,002) -0.1% -1.1% Other non-monetary costs (1,708) -0.1% (698) -0.0% 144.7% Operating result (Ebit) 91,335 4.1% 80,964 3.9% 12.8% Net financial income and expense (23,909) - (25,582) - -6.5% Result before taxes 67,426 3.0% 55,382 2.7% 21.7% Income taxes (20,752) - (16,259) - 27.6% Net result for the year 46,674 2.1% 39,123 1.9% 19.3% Net result attributable to non-controlling interests 676 0.0% 599 0.0% 12.9% Net result attributable to the Group 45,998 2.0% 38,524 1.9% 19.4% Adjusted net result 50,747 2.3% 42,115 2.0% 20.5% Adjusted net result attributable to the Group 50,071 2.2% 41,516 2.0% 20.6%
71 www.sesa.it Performance as of April 30, 2026Total Revenues and Other Income, amounting to Euro 2,254.7 million as of 30 April 2026, grew by 8.6% compared with 30 April 2025, thanks to entirely organic development supported by the growing demand for data management and data protection solutions, favoured, among other things, by the progressive adoption of technologies related to Artificial Intelligence, Automation, and Cyber Security. The revenue trend over the course of the year shows a progressive acceleration of growth, with an increase of 13.8% in the second half and 13.1% in the fourth quarter, confirming the strengthening of the competitive positioning and the growing penetration in the higher value-added areas.
The gross commercial margin grew by 5.4% compared with 30 April 2025, thanks to a favourable business sales mix geared toward advanced solutions. The EBITDA result in the period under review amounts to Euro 101.3 million, up 12.6% from Euro 90.0 million as of 30 April 2025, with an EBITDA margin of 4.5%, improving compared with 4.3% in the previous year, as a result of the development of sales margins and the progressive improvement in operating efficiency. Adjusted EBIT amounts to Euro 95.0 million, up compared with the previous year, thanks to the increase in operating profitability.
Reclassified Balance Sheet (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Intangible fixed assets 37,352 40,304 (2,952) Tangible fixed assets (rights of use) 58,873 59,425 (552) Investments carried at equity 12,485 13,205 (720) Other non-current receivables and assets and deferred tax assets 14,699 14,877 (178) Total non-current assets 123,409 127,811 (4,402) Inventories 94,468 97,918 (3,450) Trade receivables 331,468 278,965 52,503 Other current assets 36,806 39,074 (2,268) Current assets for the year 462,742 415,957 46,785 Trade payables 454,970 385,232 69,738 Other current payables 24,399 30,996 (6,597) Short-term liabilities for the year 479,369 416,228 63,141 Net working capital (16,627) (271) (16,356) Provisions and other non-current tax liabilities 15,237 14,930 307 Employee benefits 3,359 3,781 (422) Net non-current liabilities 18,596 18,711 (115) Net Invested Capital 88,186 108,829 (20,643) Shareholders’ Equity 344,829 326,151 18,678 Liquidity and other financial assets (336,215) (378,005) 41,790 Current and non-current loans 62,639 138,134 (75,495) Net Financial Position (273,576) (239,871) (33,705) Financial liabilities rights of use IFRS 16 7,070 8,399 (1,329) Payables and commitments with minority shareholders for equity investments9,863 14,150 (4,287) Net Financial Position Reported (256,643) (217,322) (39,321)
72 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportFrom a balance sheet perspective, thanks to the positive trend in net working capital management and the strong operating cash generation capacity, the Net Financial Position moved from a positive balance of Euro 239.9 million as of 30 April 2025 to a positive balance of Euro 273.6 million as of 30 April 2026. In the period under review, Shareholders’ Equity further strengthened, reaching a total of Euro 344.8 million as of 30 April 2026, compared with Euro 326.2 million as of 30 April 2025, thanks to the profits achieved during the year.
3.2.2. Results of Green VAS sector The Green VAS Sector is active in solutions for the production of energy from renewable sources and energy efficiency, with particular reference to photovoltaic systems, inverters, and storage systems, and related integration and design services. As of 30 April 2026, the Sector achieved strong growth in Revenues and Other Income (+19.9% Y/Y) and an increase in EBITDA of 18.4% compared with the same period of the previous year, thanks to the continuation of the organic growth trend and the positive performance of the corporate market, stimulated, among other things, by the demand for energy linked to digitalisation and the penetration of AI. Below is the reclassified income statement of the Green VAS Sector as of 30 April 2026, compared with the previous financial year as of 30 April 2025 (prepared in accordance with IFRS) and pro-forma (data in Euro thousands).
Reclassified income statement
(Euro thousands)04/30/2026
Reported%04/30/2025
Reported*%Change
FY26/ FY25
Reported04/30/2025
Pro-forma*%Change FY26/
FY25 Pro-forma*
Third-party revenues 400,463 - 251,592 - 59.2% 335,239 - 19.5% Inter-sector revenues 1,089 - 1,092 - -0.3% 1,092 - -0.3% Total Revenues 401,552 - 252,684 - 58.9% 336,331 - 19.4% Other income 10,694 - 7,403 - 44.5% 7,469 - 43.2% Total revenues and other income 412,246 100.0% 260,087 100.0% 58.5% 343,800 100.0% 19.9% Cost of purchasing products and software (357,285) -86.7% (223,670) -86.0% 59.7% (297,482) -86.5% 20.1% Costs for services and rent, leasing, and similar costs(19,686) -4.8% (12,035) -4.6% 63.6% (15,470) -4.5% 27.3% Personnel costs (5,778) -1.4% (4,516) -1.7% 27.9% (5,762) -1.7% 0.3% Other operating expenses (520) -0.1% (612) -0.2% -15.0% (612) -0.2% -15.0% Gross Operating Margin (Ebitda) 28,977 7.0% 19,254 7.4% 50.5% 24,474 7.1% 18.4% Depreciation/Amortisation of tangible and intangible assets(1,198) -0.3% (979) -0.4% 22.4% (1,013) -0.3% 18.3% Provisions (524) -0.1% (679) -0.3% -22.8% (679) -0.2% -22.8% Adjusted operating result (Adjusted Ebit) 27,255 6.6% 17,596 6.8% 54.9% 22,782 6.6% 19.6% Amortisation of client lists and know how (PPA) (639) -0.2% (639) -0.2% 0.0% (900) -0.3% -29.0% Other non-monetary costs - - - - - - - -
Operating result (Ebit) 26,616 6.5% 16,957 6.5% 57.0% 21,882 6.4% 21.6% Net financial income and expense (248) -0.1% (782) -0.3% -68.3% (575) -0.2% -56.9% Result before taxes 26,368 6.4% 16,175 6.2% 63.0% 21,307 6.2% 23.8% Income taxes (7,396) -1.8% (4,837) -1.9% 52.9% (6,182) -1.8% 19.6% Net result for the year 18,972 4.6% 11,338 4.4% 67.3% 15,125 4.4% 25.4%
73 www.sesa.it Performance as of April 30, 2026Reclassified income statement Net result attributable to non-controlling interests 1,116 0.3% 2,150 0.8% -48.1% 3,911 1.1% -71.5% Net result attributable to the Group 17,856 4.3% 9,188 3.5% 94.3% 11,214 3.3% 59.2% Adjusted net result 19,494 4.7% 11,868 4.6% 64.3% 15,841 4.6% 23.1% Adjusted net result attributable to the Group 18,378 4.5% 9,718 3.7% 89.1% 11,930 3.5% 54.1% (*) Pro forma consolidated figures as of April 30, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital Green VAS Sector entered in Group perimeter in November 2024. The pro forma consolidated figures are unaudited.
Total Revenues and Other Income at of 30 April 2026 amounts to Euro 412.2 million, up 19.9% compared with the pro-forma data as of 30 April 2025, while EBITDA reaches Euro 29.0 million, up 18.4% compared with the pro-forma data of the previous year, with an EBITDA margin of 7.0%, substantially in line with FY 2025. The results achieved reflect the positive performance of the corporate market, supported by the growing demand for renewable energy and by the expansion of investments in digital infrastructure, data management, Artificial Intelligence, and Digital Sovereignty, which drive a growing demand for energy and solutions for the energy transition.
The Group’s Net Profit shows a significant improvement compared with the previous year (+59.2% Y/Y Pro-forma data and +94.3% Reported data), benefiting from the growth in operating profitability and the positive performance of the business. Similarly, the Group’s Adjusted Net Profit, expressed before amortisation relating to customer lists and know-how arising from PPA, confirms the growth trend (+54.1% Y/Y Pro-forma data and +89.1% Reported data) and the progressive creation of value.
Below is the balance sheet of the Green VAS Sector as of 30 April 2026, together with the comparative data of the financial year ended 30 April 2025.
Reclassified Balance Sheet (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Intangible fixed assets 663 782 (119) Tangible fixed assets (right of use) 6,640 4,742 1,898 Investments carried at equity - - -
Other non-current receivables and assets and prepaid taxes 6,172 666 5,506 Total non-current assets 13,475 6,190 7,285 Inventories 18,737 20,741 (2,004) Trade receivables 82,599 79,160 3,439 Other current assets 3,785 15,944 (12,159) Current assets for the year 105,121 115,845 (10,724) Trade payables 71,486 64,571 6,915 Other current payables 13,955 15,115 (1,160) Short-term liabilities for the year 85,441 79,686 5,755 Net working capital 19,680 36,159 (16,479) Provisions and other non-current tax liabilities 261 162 99 Employee benefits 950 920 30 Net non-current tax liabilities 1,211 1,082 129 Net Invested Capital 31,944 41,267 (9,323) Shareholders’ Equity 73,001 58,331 14,670
74 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportReclassified Balance Sheet Liquidity and other financial assets (56,907) (34,583) (22,324) Current and non-current loans 3,167 2,925 242 Net Financial Position (53,740) (31,658) (22,082) Financial liabilities rights of use IFRS 16 1,329 1,699 (370) Payables and commitments with minority shareholders for equity investments 11,354 12,895 (1,541) Net Financial Position Reported (41,057) (17,064) (23,993) The Net Financial Position moved from a positive balance of Euro 31.7 million as of 30 April 2025 to a positive balance of Euro 53.7 million as of 30 April 2026, thanks to the cash generation deriving from operations and to effective net working capital management.
The Reported Net Financial Position moved from a positive balance of Euro 17.1 million as of 30 April 2025 to a positive balance of Euro 41.1 million as of 30 April 2026, including financial liabilities for IFRS 16 rights of use and liabilities for the acquisition of equity investments from minority shareholders. The development of the NFP reflects the Sector’s ability to finance growth and investments through operating cash generation.
In the period under review, Shareholders’ Equity further strengthened, reaching a total of Euro 73.0 million as of 30 April 2026, compared with Euro 58.3 million as of 30 April 2025, thanks to the profits achieved during the year and the continuous value creation of the business.
3.2.3. Results of the SSI Sector The SSI Sector, active in offering software solutions, digital services, and business integration for the Enterprise segment, achieved growth in Revenues and Other Income of 3.8% Y/Y in the period under review, accrued in an unfavourable context characterised by the slowdown in demand in some economic sectors.
Over the last 12 months, a number of M&A transactions were completed, following the acquisition strategy based on a selective and industrial bolt-on M&A model, aimed at the progressive strengthening of distinctive competencies and the end-to-end offering, mainly in foreign territories, including: (i) Delta Tecnologías de Información SL, based in Barcelona and Madrid, active in the development of solutions in the areas of Digital Identity, biometrics, and Data Automation; (ii) Visicon GmbH, based in Germany, specialised in application consulting on the SAP and EDI (Electronic Data Interchange) platform for mid-market clients; (iii) 4IT Solutions Sagl, based in the Canton of Ticino (Switzerland), a managed service provider specialised in end-to-end managed services in the areas of infrastructure, cybersecurity, networking, and modern workplace; (iv) Albasoft Srl, based in Padua, specialised in the development of software solutions for corporate financial and treasury management, with platforms dedicated to the monitoring of financial flows and to the integration between ERP systems and remote banking services. The revenue trend of Euro 908.8 million compared with Euro 875.7 million in FY 2025, up 3.8% Y/Y, reflects the contribution of approximately Euro 30 million from the corporate acquisitions completed over the last 12 months reported above and the entry into the scope, in the second half of the previous year, of certain companies subject to M&A (Innofour NV, Metisoft SpA, IT Pas Srl). The revenue trend at the organic level, excluding the aforementioned effect of the changes in scope, is substantially in line with the financial year ended 30 April 2025.
Below is the reclassified income statement of the SSI Sector (data in Euro thousands) as of 30 April 2026, compared with the previous financial year ended 30 April 2025.
75 www.sesa.it Performance as of April 30, 2026SSI Sector (Euro thousands) 04/30/2026 % 04/30/2025 % Change 26/25 Third-party revenues 876,082 - 839,934 - 4.3% Inter-sector revenues 6,026 - 9,943 - -39.4% Total Revenues 882,108 - 849,877 - 3.8% Other income 26,671 - 25,773 - 3.5% Total revenues and other income 908,779 100.0% 875,650 100.0% 3.8% Cost of purchasing products (340,411) -37.5% (332,016) -37.9% 2.5% Costs for services and use of third-party goods (198,541) -21.8% (203,102) -23.2% -2.2% Personnel costs (269,400) -29.6% (240,426) -27.5% 12.1% Other operating expenses (3,869) -0.4% (5,242) -0.6% -26.2% Ebitda 96,558 10.6% 94,864 10.8% 1.8% Depreciation/Amortisation of tangible and intangible assets (software)(37,909) -4.2% (35,691) -4.1% 6.2% Provisions and other non-monetary costs (4,345) -0.5% (1,925) -0.2% 125.7% Adjusted operating result (Adjusted Ebit) 54,304 6.0% 57,248 6.5% -5.1% Amortisation of client lists and technological know-how (PPA) (23,118) -2.5% (18,049) -2.1% 28.1% Other non-monetary costs (1,448) -0.2% (698) -0.1% 107.4% Operating result (Ebit) 29,738 3.3% 38,501 4.4% -22.8% Net financial income and expense (11,940) -1.3% (11,735) - 1.7% Result before taxes 17,798 2.0% 26,766 3.1% -33.5% Income taxes (8,694) -1.0% (11,476) - -24.2% Net result for the year 9,104 1.0% 15,290 1.7% -40.5% Net result attributable to minority shareholders 3,259 0.4% 2,010 0.2% 62.1% Net result attributable to the Group 5,845 0.6% 13,280 1.5% -56.0% Adjusted net result 26,826 3.0% 30,636 3.5% -12.4% Adjusted net result attributable to the Group 23,567 2.6% 28,626 3.3% -17.7% Total Revenues and Other Income as of 30 April 2026 amounts to Euro 908.8 million, up 3.8% Y/Y, accrued in a still unfavourable context with weak demand in certain economic districts. The EBITDA result amounts to Euro 96.6 million, up slightly (+1.8% Y/Y) compared with 30 April 2025 (EBITDA margin of 10.6% as of 30 April 2026 vs 10.8% as of 30 April 2025), which reflects, in addition to the revenue trend indicated above, the re-engineering actions and the investments in technological platforms, geared toward the recovery of operating efficiency, with a reversal of the trend in the second half (November 2025 – April 2026 period) that shows EBITDA growth of 4.8% Y/Y. The Group’s Net Profit as of 30 April 2026 amounts to Euro 5.8 million (-56.0% Y/Y) and reflects the operating profitability trend (-22.8% Y/Y), the higher depreciation and write-down costs of Euro 4.6 million Y/Y (+12.3% Y/Y), the higher amortisation of customer lists and know-how and stock grant costs of Euro 5.8 million Y/Y (+31.0% Y/Y), net of net financial expenses, which remain stable Y/Y.
The Group’s Adjusted Net Profit, expressed before amortisation relating to customer lists and know-how arising from PPA of corporate acquisitions (Euro 23.1 million, up 28.1% Y/Y) and stock grant costs, amounts to Euro 23.6 million, down 17.7% Y/Y.
76 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportReclassified Balance Sheet (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Intangible fixed assets 310,150 297,544 12,606 Tangible fixed assets (right of use) 86,609 81,249 5,360 Investments carried at equity 2,009 3,379 (1,370) Other non-current receivables and assets and prepaid taxes 14,704 8,999 5,705 Total non-current assets 413,472 391,171 22,301 Inventories 25,017 22,407 2,610 Trade receivables 234,230 230,668 3,562 Other current assets 108,497 97,099 11,398 Current assets for the year 367,744 350,174 17,570 Trade payables 191,096 167,431 23,665 Other current payables 219,639 197,424 22,215 Short-term liabilities for the year 410,735 364,855 45,880 Net working capital (42,991) (14,681) (28,310) Provisions and other non-current tax liabilities 86,542 81,850 4,692 Employee benefits 43,939 44,881 (942) Net non-current tax liabilities 130,481 126,731 3,750 Net Invested Capital 240,000 249,759 (9,759) Shareholders’ Equity 48,918 65,348 (16,430) Liquidity and other financial assets (131,954) (130,886) (1,068) Current and non-current loans 195,944 184,877 11,067 Net Financial Position 63,990 53,991 9,999 Financial liabilities rights of use IFRS 16 38,159 36,738 1,421 Payables and commitments with minority shareholders for equity investments 89,362 93,682 (4,320) Net Financial Position Reported 191,511 184,411 7,100 The Net Financial Position as of 30 April 2026 is negative by Euro 64.0 million, compared with a negative balance of Euro 54.0 million as of 30 April 2025, and reflects the operating cash flow net of investments in intangible assets relating mainly to the companies and equity investments acquired during the year (M&A and the purchase of minorities functional to the corporate rationalisation, for approximately Euro 55 million net of the disposal of non-core assets – TeamSystem business unit – for approximately Euro 10 million).
The Reported Net Financial Position (calculated net of future commitments for the purchase of equity investments of Euro 89.3 million and IFRS 16 liabilities of Euro 38.2 million) as of 30 April 2026 is negative by Euro 191.5 million compared with Euro 184.4 million as of 30 April 2025 and reflects, in addition to the dynamics reported above, the reduction in IFRS liabilities for commitments for the purchase of equity investments from shareholders of Euro 4.3 million Y/Y and the increase for rights of use of Euro 1.4 million Y/Y following the extension of the operating scope.
Consolidated shareholders’ equity as of 30 April 2026 amounts to Euro 48.9 million compared with Euro 65.3 million as of 30 April 2025 and reflects the result for the period net of the changes in consolidation reserves.
77 www.sesa.it Performance as of April 30, 20263.2.4. Results of Business Services sector The Business Services Sector, active in offering digital platforms and vertical applications for the Financial Services industry, continues its entirely organic growth, supported by the development of applications and digital platforms dedicated to the Financial Services industry, with an expected return to double-digit growth in FY2027 thanks to the contracts acquired in the second half of FY2026, not yet gone to market during the year. As of 30 April 2026, the Sector achieved revenues and other income of Euro 158.5 million, up 3.2%, and EBITDA of Euro 29.7 million, up 8.8% (EBITDA margin of 18.8%, up from 17.8%).
Below is the reclassified income statement of the Business Services Sector (data in Euro thousands) as of 30 April 2026, compared with the previous financial year ended 30 April 2025.
Business Services sector (Euro thousands) 2026 % 2025 % Change 26/25 Third-party revenues 146,340 - 139,086 - 5.2% Inter-sector revenues 2,183 - 1,329 - 64.3% Total Revenues 148,523 - 140,415 - 5.8% Other income 9,929 - 13,121 - -24.3% Total revenues and other income 158,452 100.0% 153,536 100.0% 3.2% Cost of purchasing products and software (12,082) -7.6% (11,973) -7.8% 0.9% Costs for services and use of third-party goods (55,281) -34.9% (56,060) -36.5% -1.4% Personnel costs (60,120) -37.9% (57,124) -37.2% 5.2% Other operating expenses (1,239) -0.8% (1,057) -0.7% 17.2% Ebitda 29,730 18.8% 27,322 17.8% 8.8% Depreciation/Amortisation of tangible and intangible assets (software)(8,434) -5.32% (7,215) -4.7% 16.9% Provisions and other non-monetary costs (1,513) -0.95% (840) -0.5% 80.1% Adjusted operating result (Adjusted Ebit) 19,783 12.5% 19,267 12.5% 2.7% Amortisation of client lists and technological know-how (PPA) (11,134) -7.0% (10,856) -7.1% 2.6% Other non-monetary costs (312) -0.2% (125) -0.1% 149.6% Operating result (Ebit) 8,337 5.3% 8,286 5.4% 0.6% Net financial income and expense (3,634) - (2,929) - 24.1% Result before taxes 4,703 3.0% 5,357 3.5% -12.2% Income taxes (698) - 244 - -386.1% Net result for the year 4,005 2.5% 5,601 3.6% -28.5% Net result attributable to minority shareholders (201) - (804) - -75.0% Net result attributable to the Group 4,206 2.7% 6,405 4.2% -34.3% Adjusted net result 12,212 7.7% 13,417 8.7% -9.0% Adjusted net result attributable to the Group 12,413 7.8% 14,221 9.3% -12.7% Revenues and other income amount to Euro 158.5 million as of 30 April 2026, up 3.2% Y/Y, with an EBITDA result of Euro 29.7 million (+8.8% Y/Y). The EBITDA margin moved from 17.8% as of 30 April 2025 to 18.8% as of 30 April 2026, thanks to the deve-
lopment of revenues deriving from the vertical applications sector.
78 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe Group’s Net Profit as of 30 April 2026 amounts to Euro 4.2 million (-34.3% Y/Y) and reflects the favourable trend in operating profitability (+8.8% Y/Y), after depreciation, write-downs, and non-monetary charges of Euro 21.4 million (+12.6% Y/Y), financial expenses of Euro 3.6 million (up 24.1% compared with 30 April 2025), and taxes of Euro 698 thousand. The Group’s Adjusted Net Profit, expressed before amortisation relating to customer lists and know-how arising from PPA, net of the related tax effect, amoun -
ts to Euro 12.4 million, down 12.7% Y/Y.
Reclassified Balance Sheet (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Intangible fixed assets 192,430 182,770 9,660 Tangible fixed assets (right of use) 18,922 18,807 115 Investments carried at equity 103 435 (332) Other non-current receivables and assets and prepaid taxes 5,718 6,201 (483) Total non-current assets 217,173 208,213 8,960 Inventories 5,690 5,777 (87) Trade receivables 57,976 50,736 7,240 Other current assets 12,697 9,524 3,173 Current assets for the year 76,363 66,037 10,326 Trade payables 31,146 27,822 3,324 Other current payables 36,545 25,804 10,741 Short-term liabilities for the year 67,691 53,626 14,065 Net working capital 8,672 12,411 (3,739) Provisions and other non-current tax liabilities 41,402 43,444 (2,042) Employee benefits 8,716 9,055 (339) Net non-current liabilities 50,118 52,499 (2,381) Net Invested Capital 175,727 168,125 7,602 Shareholders’ Equity 53,806 41,424 12,382 Liquidity and other financial assets (46,573) (28,489) (18,084) Current and non-current loans 129,292 92,521 36,771 Net Financial Position 82,719 64,032 18,687 Financial liabilities rights of use IFRS 16 6,993 7,828 (835) Payables and commitments with minority shareholders for equity investments 32,209 54,841 (22,632) Net Financial Position Reported 121,921 126,701 (4,780) The Net Financial Position as of 30 April 2026 is negative by Euro 82.7 million, compared with a negative balance of Euro 64.0 million as of 30 April 2025, and reflects the operating cash flow dynamics and the investments in intangible assets relating mainly to the payment of Earn-Outs and deferred prices. The Reported Net Financial Position (calculated net of future commitments for the purchase of equity investments of Euro 32.2 million and IFRS 16 liabilities of Euro 7.0 million) as of 30 April 2026 is negative by Euro 121.9 million, an improvement compared with Euro 126.7 million following the reduction in liabilities and commitments for the pur-
chase of equity investments from minority shareholders and IFRS 16 liabilities of Euro 23.4 million. Shareholders’ Equity amounts to Euro 53.8 million as of 30 April 2026, up from Euro 41.4 million as of 30 April 2025, thanks to the profits achieved during the year.
79 www.sesa.it Performance as of April 30, 20263.2.5. Results of Corporate and Digital Ecosystem Sector The Sector is active, on the one hand, in the management of Corporate Services activities (strategic governance, administration, finance, control, human resources management, organization and digital, legal and compliance, extraordinary finance, stakeholder relations) for the benefit of the Group’s companies through Sesa SpA and, on the other hand, operates in the offering of digital services in the areas of customer experience and technical assistance, through digital ecosystems and the companies Adiacent SpA Società Benefit and ISD Italy respectively. During the year, Sesa continued its work developing the platform enabling innovation, including digital innovation, and the sustainable growth of the Group’s companies.
Below is the reclassified income statement of the Corporate and Digital Ecosystem Sector (data in Euro thousands) as of 30 April 2026, compared with the previous financial year ended 30 April 2025.
Corporate Sector and Digital Ecosystem (Euro thousands) 2026 % 2025 % Change 26/25 Third-party revenues 30,225 - 34,512 - -12.4% Inter-sector revenues 28,265 - 20,615 - 37.1% Total Revenues 58,490 - 55,127 - 6.1% Other income 8,999 - 6,928 - 29.9% Total revenues and other income 67,489 100% 62,055 100% 8.8% Cost of purchasing products (2,707) -4.0% (6,174) -9.9% (56.2%) Costs for services and use of third-party goods (30,188) -44.7% (26,666) -43.0% 13.2% Personnel costs (28,598) -42.4% (24,652) -39.7% 16.0% Other operating expenses (621) -0.9% (435) -0.7% 42.8% Ebitda 5,375 8.0% 4,128 6.7% 30.2% Depreciation/Amortisation of tangible and intangible assets (software)(1,952) -2.9% (1,204) -1.9% 62.1% Provisions and other non-monetary costs (720) -1.1% (460) -0.7% 56.5% Adjusted operating result (Adjusted Ebit) 2,703 4.0% 2,464 4.0% 9.7% Amortisation of client lists and technological know-how (PPA) (806) -1.2% (789) -1.3% 2.2% Other non-monetary costs (4,565) (6.8%) (5,648) (9.1%) -19.2% Operating result (Ebit) (2,668) -4.0% (3,973) -6.4% -32.8% Net financial income and expense 5,857 - (221) - -2750.2% Result before taxes 3,189 4.7% (4,194) -6.8% -176.0% Income taxes (161) - 269 - -159.9% Net result for the year 3,028 4.5% (3,925) -6.3% -177.1% Net result attributable to minority shareholders 250 - (42) - -695.2% Net result attributable to the Group 2,778 4.1% (3,883) -6.3% -171.5% Adjusted net result 7,005 10.4% 803 1.3% 772.5% Adjusted net result attributable to the Group 6,755 10.0% 845 1.4% 699.6% Total revenues and other income of the Sector, amounting to Euro 67.5 million, are up 8.8% thanks to the development of corporate services and the growth in Digital Ecosystem revenues. Operating profitability (EBITDA) as of 30 April 2026 amounts to Euro 5.4 million,
80 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportup from Euro 4.1 million as of 30 April 2025 (+30.2% Y/Y), following the increase in revenues and profitability of Digital Ecosystem.
Depreciation, amortisation, provisions, and other non-monetary costs, totalling Euro 5.4 million, mainly comprise the notional cost of Euro 4.6 million relating to the annual tranche and a portion of the three-year tranche of the 2024–2026 Stock Grant Plan. After net financial income of Euro 5,857 thousand, which includes capital gains from the disposal of the 6.6% stake in DV Holding SpA carried out in March 2026 of approximately Euro 7.2 million, and taxes of Euro 161 thousand, the result for the year amounts to Euro 3.0 million as of 30 April 2026, compared with a negative result of Euro 3.9 million as of 30 April 2025.
Reclassified Balance Sheet (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Intangible fixed assets 10,519 9,991 528 Tangible fixed assets (right of use) 4,263 3,650 613 Investments carried at equity (68) 520 (588) Other non-current receivables and assets and prepaid taxes 109,367 108,435 932 Total non-current assets 124,081 122,596 1,485 Inventories 1,191 1,191 -
Trade receivables 36,103 25,895 10,208 Other current assets 736 (883) 1,619 Current assets for the year 38,030 26,203 11,827 Trade payables 14,163 12,156 2,007 Other current payables 23,773 18,292 5,481 Short-term liabilities for the year 37,936 30,448 7,488 Net working capital 94 (4,245) 4,339 Provisions and other non-current tax liabilities 3,490 3,260 230 Employee benefits 6,330 6,239 91 Net non-current liabilities 9,820 9,499 321 Net Invested Capital 114,355 108,852 5,503 Shareholders’ Equity 110,692 109,432 1,260 Liquidity and other financial assets (12,403) (4,922) (7,481) Current and non-current loans 12,831 1,433 11,398 Net Financial Position 428 (3,489) 3,917 Financial liabilities rights of use IFRS 16 2,853 2,518 335 Payables and commitments with minority shareholders for equity investments 382 391 (9) Net Financial Position Reported 3,663 (580) 4,243 From a balance sheet and financial perspective, the balance of the main indicators is confirmed compared with the previous year.
The Sector closes the year with shareholders’ equity of Euro 110.7 million, compared with Euro 109.4 million as of 30 April 2025, mainly as a result of (i) the result for the period, (ii) the distribution of dividends of Euro 15.5 million carried out in September 2025, and (iii) the change in reserves resulting from the purchase and movement of treasury shares serving the Stock Grant Plan.
The Net Financial Position as of 30 April 2026 is negative (net debt) by Euro 0.4 million, a worsening compared with 30 April 2025, and reflects the operating cash generation net of the investments for the period, the treasury share purchase plan of Euro 25.0 million, and the distribution of dividends of Euro 15.5 million carried out in September 2025.
81 www.sesa.it Performance as of April 30, 20263.3. Economic and financial results of the parent company
Sesa SpA
The reclassified income statement (in Euro thousands) as of April 30, 2026 is provided below, and compared with the previous year ended April 30, 2025.
Reclassified income statement (Euro thousands) 04/30/2026 % 04/30/2025 % Change 26/25 Net revenue 18,605 - 17,166 - 8.4% Other Income 8,310 - 6,061 - 37.1% Total revenues and other income 26,915 100.0% 23,227 100.0% 15.9% Purchase of goods and software (143) 0.5% (99) 0.4% 43.7% Costs for services and use of third-party goods (10,008) 37.2% (8,516) 36.7% 17.5% Personnel costs (11,360) 42.2% (10,891) 46.9% 4.3% Other operating expenses (1,025) 3.8% (361) 1.6% 183.7% Total Operating Costs (22,536) 83.7% (19,867) 82.9% 13.4% Gross Operating Margin (Ebitda) 4,379 16.3% 3,360 14.5% 30.3% Depreciation/Amortisation of tangible and intangible assets (software)(825) - (702) 3.0% 17.4% Provisions and other non-monetary costs - - - - -
Adjusted operating result (Adjusted Ebit) 3,555 13.2% 2,657 11.4% 33.8% Other non-monetary costs (7,773) - (7,169) 30.9% 8.4% Operating result (Ebit) (4,218) -15.7% (4,512) -19.4% -6.5% Net financial income and expense 32,052 - 27,506 - 16.5% Result before taxes 27,834 103.4% 22,994 99.0% 21.0% Income taxes 377 - 488 - -22.9% Net result for the year 28,211 104.8% 23,482 101.1% 20.1% Total revenues and other income amount to Euro 26.9 million as of 30 April 2026, up Euro 3.7 million (+15.9% Y/Y) compared with the previous year, following the development of corporate services (administrative and financial management, planning and control, digital and organization, human resources, corporate governance, legal and compliance for the benefit of the Group’s companies).
Total operating costs as of 30 April 2026 amount to Euro 22.5 million, up Euro 2.7 million (+13.4% Y/Y) from Euro 19.9 million as of 30 April 2025, following the development of the enablement platform for the benefit of the sustainable growth and value creation of the Group’s companies. The Gross Operating Margin (EBITDA), amounting to Euro 4.4 million as of 30 April 2026, is up 30.3% compared with the previous year.
82 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportOther non-monetary costs mainly comprise the notional Stock Grant costs of Euro 7.7 million relating to the annual tranche and a portion of the three-year tranche of the 2024–2026 Stock Grant Plan. Net financial income moved from Euro 27.5 million as of 30 April 2025 to Euro 32.1 million as of 30 April 2026 and includes dividends from subsidiaries and the proceeds from the disposal of the 6.6% stake in Digital Value completed during the year. Net profit after taxes amounts to Euro 28.2 million as of 30 April 2026, up 20.1% compared with the previous year. Below is the reclassified balance sheet (data in Euro thousands) for the financial year ended 30 April 2026, compared with the previous financial year ended 30 April 2025.
Reclassified Balance Sheet (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Intangible fixed assets 1,402 866 536 Tangible fixed assets (right of use) 1,465 1,378 87 Equity investments and other non-current receivables 104,339 105,027 (687) Total non-current assets 107,206 107,271 (65) Inventories - - -
Trade receivables 6,692 3,487 3,205 Other current assets 18,909 10,232 8,677 Current assets for the year 25,600 13,719 11,881 Trade payables 3,076 2,081 995 Other current payables 19,186 11,026 8,160 Short-term liabilities for the year 22,262 13,107 9,155 Net working capital 3,338 612 2,726 Provisions and other non-current tax liabilities 524 19 505 Employee benefits 2,156 2,245 (89) Net non-current liabilities 2,680 2,264 416 Net Invested Capital 107,865 105,529 2,336 Shareholders’ Equity 104,107 105,972 (1,865) Liquidity and other financial assets (8,684) (1,085) (7,599) Current and non-current loans 11,893 - 11,893 Net Financial Position 3,209 (1,085) 4,294 Financial liabilities rights of use IFRS 16 531 604 (73) Payables and commitments with minority shareholders for equity investments 18 27 (9) Net Financial Position Reported 3,758 (453) 4,211 The balance sheet as of 30 April 2026 shows shareholders’ equity of Euro 104.1 million (vs Euro 106.0 million Y/Y) and a Reported Net Financial Position of Euro 3,758 thousand, compared with net liquidity of Euro 453 thousand as of 30 April 2025, mainly as a result of the profits for the period (Euro 28.2 million) net of the dividend paid to shareholders of approximately Euro 15.5 million and the Buy-Back plan during the year of approximately Euro 25 million.
83 www.sesa.it Performance as of April 30, 2026Net Financial Position (Euro thousands) 04/30/2026 04/30/2025 Change 26/25 Liquidity (8,457) (185) (8,272) Current financial receivables and short-term securities (228) (900) 673 Current loans 2,286 - 2,286 Current Net Financial Position (6,398) (1,085) (5,313) Non-current Net Financial Position 9,607 - 9,607 Net Financial Position 3,209 (1,085) 4,294 Financial liabilities rights of use IFRS 16 531 604 (73) Payables and commitments with minority shareholders for equity investments 18 27 (9) Total Net Financial Position Reported 3,758 (453) 4,211 3.4. ESG Targets and Indicators The growing importance of non-financial matters in defining corporate strategy, Sesa’s purpose of generating sustainable value for the benefit of all stakeholders by promoting innovation-including digital innovation-within businesses and organisations and enhancing people’s well-being, and the attention stakeholders devote to ESG matters encourage us to measure our environmental and community impacts systematically and transparently.
Sesa has long pursued a sustainable development model and worked to reduce its environmental impact. It has therefore decided to further strengthen and integrate sustainability into its business by defining specific environmental, social and governance KPIs and targets.
Following the roadmap set out in the Integrated Annual Report as of 30 April 2025, the defined ESG targets have been further developed and formalised in the Group Sustainability Plan, which serves as the main strategic guidance tool for integrating environmental, social and governance objectives into the Group’s industrial and financial strategies. The targets were defined with input from the key functional areas and the various business sectors, and approved by the relevant governance bodies. Set out below are the Group’s key ESG indicators, which show a general improvement in sustainability performance as of April 30, 2026.
84 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report3.5. Significant events occurring after the end of the year No significant events occurred after the end of the financial year.
3.6. Business Outlook In the first months of the new financial year, the Sesa Group continued the development path outlined by the new 2027–2028 Business Plan, strengthening its role as a Digital Integrator and partner for the digital innovation of companies and organizations.
In a market context characterised by the growing demand for solutions enabling the progressive adoption of Artificial Intelligence and Automation, investments in digital platforms and competencies for the transformation of the offering and operating models will continue, pursuing objectives of sustainable growth and long-term value creation.
The 2027–2028 Business Plan provides for the continuation of the transformation path launched in the last financial year, with a focus on the organic growth of the Group’s core businesses, organizational simplification, the progressive reduction of legal entities, and the growing adoption of AI, Automation, and Digital Platform as the main levers for improving operating efficiency and market penetration.
In light of the results achieved in FY2026, in which the objectives of the previous Business Plan were met, and considering the prospects of the Italian digital market, expected to grow by approximately 3.5% annually in the 2026–2029 period, the new 2027– 2028 Business Plan provides for annual growth in revenues of between 5% and 7.5% and in operating profitability of between 5% and 10%, with the strengthening of the balance sheet and financial soundness. Other ESG Index Unit of measure 04/30/2026 04/30/2025 04/30/2024 04/30/2023 Change 26/25 Employees Employees 6,651 6,112 5,204 4,440 +8.83% Revenue Euro million 3,621 3,273 3,211 2,907 +10.63% Energy-intensity index17GJ/Euro million 36,90 39,04 32,93 32,13 -5.47% Per-capita energy-intensity index18GJ/employee 19,74 19,56 20,32 21,04 +0.90% Carbon intensity19tCO2/employee 1,75 1,99 1,78 1,87 -12.09% Per-capita emissions20tCO2/employee 0,95 1,07 1,10 1,22 -10.64% Per-capita Scope 1 emissions21tCO2/employee 0,84 0,94 1,01 1,08 -10.78% Per-capita market-based Scope 2 emissions22tCO2/employee 0,11 0,13 0,09 0,15 -9.62% Per-capita location-based Scope 2 emissions23tCO2/employee 0,39 0,72 0,73 0,77 -46.88% Per-capita electricity consumption24kWh/employee 1,984 2,157 2,171 2,296 -8.02% Per-capita electricity consumption24MWh/employee 1,98 2,16 2,17 2,30 -8.02% 17. Energy consumption-electricity and natural gas-divided by revenue 18. Energy consumption-electricity and natural gas-in GJ divided by average headcount 19. Scope 1 GHG emissions plus market-based Scope 2 GHG emissions, divided by revenue 20. Scope 1 GHG emissions plus market-based Scope 2 GHG emissions, divided by average headcount 21. Scope 1 GHG emissions divided by average headcount 22. Market-based Scope 2 GHG emissions divided by average headcount 23. Location-based Scope 2 GHG emissions divided by average headcount 24. Electricity consumption divided by average headcount
85 www.sesa.it Performance as of April 30, 2026
86 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
Consolidated
Sustainability
Statement
87
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88 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report4.1 General Information
(ESRS 2)
ESRS 2 BP-1: GENERAL BASIS FOR PREPARATION
OF THE SUSTAINABILITY STATEMENT
This document constitutes the Sesa Group’s 2026 Consolidated Sustainability Statement (hereinafter also the “Sustainability Statement” or the “Statement”). It has been prepared pursuant to Italian Legislative Decree No. 125 of September 6, 2024, implementing Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 - the Corporate Sustainability Reporting Directive, or CSRD - and in accordance with the European Sustainability Reporting Standards (ESRS), as developed by the European Financial Reporting Advisory Group (EFRAG) and adopted by the European Union. It also addresses the disclosure requirements under Article 8 of the EU Taxonomy Regulation and the related delegated acts. In light of the new ESG regulatory framework, the structure and content of the Statement have been supplemented to ensure that the information concerning the Sesa Group’s activities is understandable and possesses the other qualitative characteristics set out in Appendix B to ESRS 1. The document covers the material sustainability matters relating to FY 2026, from May 1, 2025 to April 30, 2026, consistent with the Group’s Management Report and financial statements, with which it shares the same scope of consolidation.
The purpose of the Statement is to enable stakeholders to understand the Group’s material impacts on people and the environment and the material effects of sustainability matters on the development and performance of the business.
The information in the Consolidated Sustainability Statement is based on the results of the Group’s double materiality assessment (hereinafter also the “Double Materiality Assessment” or “DMA”), which enabled Sesa to identify its material impacts, risks and opportunities (hereinafter also “IROs”). The identification and assessment of the IROs considered both the Group’s own operations and the upstream and downstream value chain in which it operates.
Greater availability and granularity of value-chain data are expected in the future as reporting and disclosure obligations are progressively extended. For a detailed description of the results of the double materiality assessment, reference should be made to the sections “SBM-1: Strategy, business model and value chain” and “SBM-3: Material impacts, risks and opportunities and their interaction with strategy and the business model”.
Although permitted by the applicable legislation, for the 2026 reporting year Sesa did not use the option to omit specific information concerning intellectual property, know-how or the results of innovation, nor did it apply the exemption from disclosing information relating to impending developments or matters in the course of negotiation. Unless otherwise stated, the information and metrics presented in this document have not been verified by third parties other than the independent auditor engaged to provide assurance over the sustainability information.
This Consolidated Sustainability Statement, included in the Management Report, is subject to limited assurance by KPMG S.p.A. The independent auditor’s report on the Consolidated Sustainability Statement is presented after the annexes.
This 2026 Statement was prepared while the regulatory framework applicable to environmental communications and so-called green claims was evolving. In particular, Italian Legislative Decree No. 30 of February 20, 2026, implementing Directive (EU) 2024/825, entered into force on March 24, 2026;
the related provisions will apply from September 27, 2026. In view of this regulatory transition and the fact that the document was structured and prepared before the applicable criteria had been fully consolidated, certain wording, images or information contained in the Report may not fully reflect the most recent guidance on environmental communications and consumer protection. The Company is committed to updating its future external communications, ensuring ever greater clarity, specificity, verifiability and transparency in the environmental information disclosed.
89 www.sesa.it Consolidated Sustainability ReportESRS 2 BP-2: DISCLOSURES IN RELATION TO
SPECIFIC CIRCUMSTANCES
The content of the 2026 Sustainability Statement was defined with the involvement of the principal corporate functions, which worked in close cooperation under the coordination of the Sustainability function. Performance indicators were selected on the basis of the double materiality assessment and are collected annually through a Group-wide process for gathering, aggregating and transmitting data and information, managed through dedicated IT platforms used to collect and consolidate sustainability data.
Time horizons: In preparing the Consolidated Sustainability Statement and analysing information concerning material sustainability-related IROs, Sesa applied the time horizons defined by ESRS 1:
• the short-term horizon is a period of one year from the current reporting date;
• the medium-term horizon extends from one to five years from the current reporting period;
• the long-term horizon begins more than five years after the current reporting period.
Estimates relating to the value chain: To provide a fair representation of performance and ensure data reliability, the use of estimates was limited as far as possible. Where estimates were used, they were based on the best available methodologies and appropriately identified. Scope 1 GHG emissions were not estimated. Scope 2 GHG emissions were subject to limited assumptions relating to electricity and natural-gas consumption determined on a standardised basis.
The reported metrics also include certain value-chain data, principally relating to Scope 3 GHG emissions. In accordance with the GHG Protocol, where primary data are unavailable these data may be determined using indirect sources, recognised emission factors and proxies. The estimates are considered reasonably representative for reporting purposes, although they carry a higher degree of uncertainty than primary data. The Group will continue to progressively improve the collection of primary data throughout the value chain in order to increase the accuracy of the information reported.
The calculation criteria applied to each emissions category are described in “E1-6: Gross Scope 1, 2 and 3 and total GHG emissions”. Sources of estimation and outcome uncertainty: Sesa did not identify any quantitative metrics and/or monetary amounts subject to a high level of measurement uncertainty.
Sustainability information was compared with the previous reporting period in order to provide a more complete and consistent representation of the estimates used.
Reporting errors in prior periods: This document does not contain changes arising from material reporting errors in previous reporting periods.
Disclosures required by other legislation or sustainability-
reporting provisions: Information additional to the ESRS requirements that is required by other legislation containing sustainability disclosure obligations or by sustainability-
reporting provisions is presented in the chapters and sections concerning the relevant matters. The list of datapoints deriving from other EU legislation, as set out in Appendix B to ESRS 2, is presented in Annex 2 to the ESRS Content Index.
Use of transitional provisions under Appendix C to ESRS 1: In accordance with Appendix C to ESRS 1, Sesa applied transitional provisions in relation to: Disclosure Requirement SBM-1 (Strategy, business model and value chain), with reference to paragraphs 40(b) and 40(c); the quantification of anticipated financial effects arising from climate-related risks and opportunities under Disclosure Requirement E1-9;
pollution-related anticipated financial effects under Disclosure Requirement E2-6; anticipated financial effects related to water and marine resources under Disclosure Requirement E3-5; and anticipated financial effects related to resource use and the circular economy under Disclosure Requirement E5-6.
Governance
This section provides an overview of the governance processes, controls and procedures established to monitor, manage and oversee the Group’s material impacts, risks and opportunities.
ESRS 2 GOV-1: THE ROLE OF THE ADMINISTRATIVE,
MANAGEMENT AND SUPERVISORY BODIES
The administrative, management and supervisory bodies operate within a clear hierarchical structure headed by the Board of Directors. The structure includes supervisory bodies with operational responsibilities, such as the
90 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportManagement Control Committee, and several Board committees, including the Sustainability Committee, the Control and Risks and Related Parties Committee, and the Nomination and Remuneration Committee.
The Board of Directors is the collective management body vested with all powers of ordinary and extraordinary administration.
It provides direction and oversight over the general activities of the Group headed by Sesa S.p.A., pursuing the Group’s sustainable growth and development. The Board assesses management performance by comparing actual results with planned results and evaluates the risks compatible with the strategic targets, taking account of the factors that may affect the Company’s sustainable success. When approving the Integrated Annual Report, it also periodically examines and assesses the adequacy of the organizational, administrative and accounting structure, with particular reference to the internal control and risk management system, on the basis of the preparatory work carried out by the Control and Risks and Related Parties Committee, which in turn draws on the reviews performed by Internal Audit.
The Board of Directors of Sesa S.p.A. consists of a variable number of members, from a minimum of five to a maximum of thirteen, as determined by the Shareholders’ Meeting. The number, expertise, standing and time commitment of the non-executive Directors are such as to ensure that their judgement carries significant weight in Board decisions and that management is effectively monitored.
The Company’s Board of Directors currently comprises ten Directors: four executive Directors, all men; one non-executive Director, a man; and five non-executive independent Directors, four women and one man.
Board of Directors Director Gender Date of birth Position Term of office Paolo Castellacci ♂♂ 03/30/1947 Chairman Until approval of the financial statements as of April 30, 2027 Giovanni Moriani ♂♂ 11/19/1957 Executive Deputy Chairman Until approval of the financial statements as of April 30, 2027 Moreno Gaini ♂♂ 09/14/1962 Executive Deputy Chairman Until approval of the financial statements as of April 30, 2027 Alessandro Fabbroni ♂♂ 03/03/1972 Chief Executive Officer Until approval of the financial statements as of April 30, 2027 Claudio Berretti ♂♂ 08/23/1972 Non-executive Director Until approval of the financial statements as of April 30, 2027 Giuseppe Cerati ♂♂ 05/15/1962 Independent Director Until approval of the financial statements as of April 30, 2027 Angela Oggionni ♀♀ 06/08/1982 Independent Director Until approval of the financial statements as of April 30, 2027 Chiara Pieragnoli ♀♀ 11/11/1972 Independent Director Until approval of the financial statements as of April 30, 2027 Giovanna Zanotti ♀♀ 03/18/1972 Independent Director Until approval of the financial statements as of April 30, 2027 Angelica Pelizzari ♀♀ 10/18/1971 Independent Director Until approval of the financial statements as of April 30, 2027
91 www.sesa.it Consolidated Sustainability ReportDirectors’ expertise 35% Economic and financial
expertise
15% Legal expertise35% Industrial expertise 15% Sustainability expertiseThe Board in figures
100%
5 59
40%Average attendance per meeting Five independent Directors
Average age
Women
The current gender composition of the Board is 60% men and 40% women. With regard to diversity policies for the compo-
sition of the administrative and supervisory bodies, the Board did not consider it necessary to formalise the diversity policy al-
ready applied within the corporate organisation, since national legislation contains adequate gender-balance provisions, which the Company complied with when the administrative and super-
visory bodies were most recently renewed.
The Company applies diversity criteria, including gender diversity, in the composition of both the administrative and supervisory bodies, while maintaining the overriding objective of ensuring that members possess appropriate expertise and professionalism. The Board of Directors and the supervisory body are also appropriately diversified in terms of the age, education and professional backgrounds of their current members.
Five of the ten members of the Board of Directors of Sesa S.p.A. (50% of the total) are independent in accordance with the independence requirements established by the applicable legislation. The appointment of Directors is governed by Article 17 of the Company’s Articles of Association, “Number, term of office and remuneration of Directors”, which takes account of gender-balance legislation.
Further information on the personal and professional characteristics and independence of Directors; expertise relevant to the organisation’s impacts; mechanisms for selecting members of the Board of Directors; the Chair of the highest governance body; the processes used by the highest governance body to prevent and mitigate conflicts of interest;
and memberships of other boards is provided in the Report on Corporate Governance and Ownership Structure, available in the Financial Statements and Reports section of www.sesa.it.
Among the supervisory and control bodies, the Management Control Committee monitors compliance with laws and the Articles of Association, oversees the management of the Company, assesses the adequacy of the organizational structure and monitors implementation of the Corporate Governance Code. It also performs internal-control duties by monitoring financial reporting, the effectiveness of the internal-
control and risk-management systems and the independence of the independent auditor. It does not carry out the statutory audit, which is entrusted to an audit firm appointed by the Shareholders’ Meeting. As part of the reviews carried out by the control bodies during the year, the Committee coordinates with Internal Audit and the Supervisory Body through periodic exchanges of information. It consists of the independent Directors Giuseppe Cerati, as Chair, Giovanna Zanotti and Chiara Pieragnoli. Its gender composition is two women, or 67%, and one man, or 33%.
In 2022 the Board established the Sustainability Committee, supported at operational level by the Sustainability Operating Committee and by the Chief Sustainability Officer, Jacopo Laschetti. The Committee currently comprises one man and two women: Alessandro Fabbroni, Group Chief Executive Officer, and the independent Directors Angelica Pelizzari, who serves as Chair, and Giovanna Zanotti. It is responsible for defining the overall strategic approach to sustainability, with particular attention to the Group’s material impacts, risks and opportunities.
The Sustainability Committee defines and assesses the targets to be pursued and the related monitoring arrangements, with the aim of clearly communicating Sesa’s commitment to sustainability matters to all stakeholders, in close cooperation with the Chief Sustainability Officer. The Chief Executive Officer
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportperiodically reports to the full Board on the matters considered by the Committee and on the related ESG activities and programmes.
On July 18, 2023 the Board of Directors resolved to establish a Nomination Committee, assigning it the functions provided for by the Corporate Governance Code and combining it with the existing Remuneration Committee. From that date, the Remuneration Committee became the Nomination and Remuneration Committee. In accordance with Recommendation 26 of the Corporate Governance Code, it consists of non-executive Directors, a majority of whom are independent, and is chaired by an independent Director. Its members are the independent Director Angela Oggionni, as Chair, Giovanna Zanotti and Claudio Berretti. Its gender composition is two women, or 67%, and one man, or 33%.
The Board of Directors has also established the Control and Risks and Related Parties Committee, currently comprising the independent Directors Giuseppe Cerati, as Chair, Giovanna Zanotti and Chiara Pieragnoli. Its gender composition is two women, or 67%, and one man, or 33%. In view of their professional experience and the sector in which the Company operates, the members have appropriate knowledge and experience in risk management. Minutes are drawn up after every meeting and record the Committee’s proposals.
The Board of Directors appointed Jacopo Laschetti as the Officer Responsible for Sustainability Reporting, assigning him responsibility for ensuring the effectiveness of sustainability reporting and its compliance with the new ESG-reporting requirements. Michele Ferri is Head of Internal Audit and is responsible for assessing the operation and suitability of the internal-control and risk-management system. The Head of Internal Audit works on the basis of the mandate and audit plan approved by the Board of Directors and prepares periodic reports assessing the suitability of the internal-control and risk-
management system and the reliability of information systems, including accounting systems. He reports on his activities to the members of the Board, the Control and Risks and Related Parties Committee and the Management Control Committee.
The methodology used to assess the internal-control and risk-
management system, including sustainability-related risks, is based on the principles of the COSO Framework, one of the leading international reference standards.
The effectiveness, size and composition of the Board and its Committees are assessed at the intervals established by the Corporate Governance Code. The most recent assessment was performed on July 18, 2024, when the Board concluded that its structure and that of its Committees complied with the Code.
Ultimately, the Board of Directors has final responsibility for sustainability matters. It is responsible for approving the sustainability strategy, reviewing the principal ESG risks and opportunities, and monitoring performance against the organisation’s sustainability targets. The Sustainability Committee supports the Board in assessing environmental and social policies, monitoring ESG KPIs and overseeing the integration of ESG considerations into corporate strategy. The Committee meets periodically and reports regularly to the Board.
The composition of the administrative, management and supervisory bodies of the companies included in the reporting scope reflects the governance arrangements adopted by each company. At the reporting date, no members had been specifically appointed as representatives of employees or other workers.
ESRS 2 GOV-2: INFORMATION PROVIDED TO AND
SUSTAINABILITY MATTERS ADDRESSED BY THE
UNDERTAKING’S ADMINISTRATIVE, MANAGEMENT
AND SUPERVISORY BODIES
The Sustainability Committee monitors the implementation and effectiveness of the Group’s sustainability policies, actions, metrics and targets. It meets at least quarterly, and whenever otherwise necessary, to examine material sustainability-related impacts, risks and opportunities and carries out preparatory, advisory and support activities for the Board of Directors.
The Committee also supports the Board in preparing the Consolidated Sustainability Statement.
At operational level, the Sustainability Operating Committee coordinates periodically with the Sustainability Committee and manages sustainability matters in cooperation with all the principal internal functions. In particular, it manages the periodic preparation and drafting of the Consolidated Sustainability Statement. The Sustainability Operating Committee reports directly to the Chief Executive Officer, confirming that sustainability is a substantive component of Sesa’s strategy.
The Chief Executive Officer, in turn, periodically informs the Board of Directors of the matters discussed and approved by
93 www.sesa.it Consolidated Sustainability Reportthe Sustainability Operating Committee. No significant matters requiring communication to the Board of Directors were identified during the year ended April 30, 2026.
The Sustainability Operating Committee is coordinated by the Chief Sustainability Officer, who is responsible for leading and overseeing implementation of the sustainability strategies, ensuring compliance with corporate targets and coordination among the functions involved. Together with the roles performed by the Chief Executive Officer and Chief Sustainability Officer, the two Sustainability Committees therefore play a crucial part in overseeing corporate strategy, decisions concerning significant transactions and the risk-management process.
ESRS 2 GOV-3: INTEGRATION OF SUSTAINABILITY-
RELATED PERFORMANCE IN INCENTIVE SCHEMES
Sesa has adopted a Remuneration Policy setting out the targets, principles and guidelines followed by the Group in determining and monitoring the application of remuneration practices for Directors (including in their capacity as members of the Management Control Committee) and key management personnel. The Policy is consistent with the Company’s governance model and the recommendations of the Corporate Governance Code. Its purpose is to attract and retain people of high professional and managerial calibre and align management’s interests with the primary goal of creating shareholder value over the medium to long term.
The Report on the Remuneration Policy and Remuneration Paid describes and expands on the adopted Remuneration Policy, specifying its targets, the bodies involved, the procedures used for its adoption and implementation, and the remuneration paid.
The purpose of the report is to share with Shareholders and other stakeholders the Company’s reward policy, which is an essential instrument for achieving short-, medium- and long-
term targets.
Principal parties and bodies involved in preparing and approving the Remuneration Policy.
The Shareholders’ Meeting: (a) determines the remuneration of the members of the Board of Directors; (b) casts a binding vote on Section I of the Report on the Remuneration Policy and Remuneration Paid; (c) casts an advisory vote on Section II of that report. The Board of Directors: (a) defines the Remuneration Policy on the proposal of the Nomination and Remuneration Committee;
(b) consistently with the Remuneration Policy, determines the remuneration of Directors holding particular offices, including members of the Management Control Committee, after consulting the Nomination and Remuneration Committee;
(c) approves the Report on the Remuneration Policy and Remuneration Paid; (d) prepares any share- or other financial-
instrument-based remuneration plans for Directors, employees and contractors, including key management personnel, submits them to the Shareholders’ Meeting for approval and oversees their implementation.
From an operational and governance perspective, the Appointments and Remuneration Committee, composed of non-executive Directors, the majority of whom are independent, and chaired by an independent Director, performs preparatory, advisory and consultative functions to support the Board of Directors in defining the Group’s remuneration policy. The establishment of the Committee ensures the highest level of transparency and appropriate disclosure regarding the remuneration of Executive Directors, as well as the criteria and procedures adopted for its determination.
Guiding principles of the Remuneration Policy:
(a) Remuneration is based on individual and Group performance, ensuring an appropriate balance between individual and Group targets;
(b) The incentive system provides for an appropriate balance between fixed and variable remuneration, consistent with the Company’s strategic targets and risk-management policy and taking account of the characteristics of its business and sector. The variable component, including the share-based incentive plan for executive Directors, represents a significant portion of total remuneration;
(c) Fixed remuneration is determined by reference to the expertise and responsibilities associated with the office or function held and, in principle, is sufficient to remunerate the individual’s performance where variable remuneration is not paid because the assigned targets have not been achieved;
(d) Variable remuneration - which is subject to maximum limits - is linked to the achievement of Group business-
performance targets that: are set over time horizons capable of contributing to value creation in a manner consistent with the Group’s business-development strategy; can be verified ex post; and are assigned in consideration of the office or function
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportheld within the Company and, where appropriate, graded by reference to specific qualitative results, taking account of the expertise, duties and responsibilities assigned;
(e) The performance targets to which variable remuneration is linked are predetermined and measurable and are significantly linked to a long-term time horizon. They are consistent with the Company’s strategic targets and are designed to promote its sustainable success, including through non-financial parameters and, in particular, ESG performance
parameters;
(f) Remuneration and its development must be economically sustainable and therefore encourage management to assume business risks to an extent consistent with the Group’s overall strategy and the risk profile defined by the Board
of Directors;
(g) A significant portion of variable remuneration under the share-based incentive plan vests over multi-year periods, consistently with the characteristics of the business and the related risk profile;
(h) A portion of variable remuneration under the share-
based incentive plan is paid after a deferral period following verification of the targets relating to multi-year periods and is subject to the satisfaction of additional conditions precedent.
Remuneration linked to ESG parameters Sesa’s Remuneration Policy establishes a remuneration mix consistent with the management position held. For the Chief Executive Officer and the Executive Deputy Chairmen, it confirms an appropriately balanced remuneration structure comprising a fixed component commensurate with the responsibilities assigned and a variable component subject to maximum limits.
Sesa places particular emphasis on sustainability matters, with the goal of specifying the key drivers of environmental, social and governance factors used for variable remuneration.
Annual sustainability and ESG-performance targets, which are subject to verification by entities external to the Company,
include:
(a) growth in economic value distributed to stakeholders, measured through the Sustainability Report. An Integrated Consolidated Annual Report has been prepared since the year ended April 30, 2022; (b) environmental protection, measured through continued ISO 14001 environmental certification;
(c) human-capital development and safety, measured through continued SA8000 social-accountability certification;
(d) development of gender-equality policies, measured through continued certification under UNI/PdR 125:2022; (e) development of occupational-health-and-safety measures, measured through achievement and subsequent maintenance of ISO 45001 certification.
ESRS 2 GOV-4: STATEMENT ON DUE DILIGENCE
In preparing the 2026 Consolidated Sustainability Statement, Sesa began a process of collecting and analysing information on its due-diligence practices, taking account of the OECD Due Diligence Guidance for Responsible Business Conduct.
Due diligence is the process through which an undertaking identifies, prevents, mitigates, communicates and manages actual and potential adverse impacts in its own business, supply chain and other business relationships - that is, across the value chain as a whole. Sesa has developed an approach based on integrating due diligence into governance, strategy and the business model. Due-diligence principles are treated as an intrinsic component of the Enterprise Risk Management system (ERM) and the Group’s internal-control system.
The initiatives and projects described below make a fundamental contribution to establishing a framework for managing the environmental, social and governance impacts that the Group may generate or is already generating. These initial steps provide the foundation on which a more structured strategy will be developed in the near future.
a) Embedding due diligence in governance, strategy and the
business model
As the basis for integrating responsibility for social and environmental matters, the Group has adopted policies of various kinds. Its commitment is reflected in particular in the following:
• Sustainability Plan;
• Code of Ethics;
• Whistleblowing process;
• Environmental Policy;
• Social Accountability Policy;
• Anti-Corruption Policy;
• Human Rights Protection Policy;
• Gender Equality Policy (Diversity, Equity and Inclusion).
95 www.sesa.it Consolidated Sustainability ReportThese policies are shared not only with all Group employees, but also with suppliers and customers. The administrative and supervisory bodies are responsible for ensuring their proper implementation and for managing any cases of non-
compliance.
Governance of the due-diligence process is also embedded in and defined through the following processes:
• the Control and Risks and Related Parties Committee and the Sustainability Committee, and their respective roles in supporting the Board of Directors in identifying, considering and managing impacts generated by the
Group’s activities;
• consideration of the outcome of the double materiality assessment - the identification of impacts, risks and opportunities - as an input to possible changes in the business model.
Relevant disclosures:
ESRS 2 GOV-1; ESRS 2 GOV-2; ESRS 2 GOV-3; ESRS 2
SBM-3.
b) Engaging with affected stakeholders in all key steps of
due diligence
For the Group, stakeholder engagement means creating opportunities for dialogue and cooperation. To identify and manage material matters, Sesa uses a range of channels and methods to maintain active communication with its stakeholder groups and understand their views and expectations, particularly in relation to ESG matters:
• stakeholder-engagement activities, described at https://
sostenibilita.sesa.it/il-nostro-approccio/stakeholder-
engagement/, which provide greater insight into stakeholder involvement and stakeholder perspectives in the assessment of human-rights and environmental
impacts;
• as part of the impact-assessment stage of the double materiality process, involvement of several internal stakeholder categories - including employees and management - and external categories - including shareholders and business partners - to identify material impacts caused by the Group;
• the Group whistleblowing channel, which is available to all stakeholders and offers an important means of reporting matters of various kinds;
• active encouragement of the addressees of the Group Code of Ethics and Code of Conduct to report any violations through dedicated email addresses, helping to ensure a transparent and compliant working environment.
Relevant disclosures:
ESRS 2 GOV-1; ESRS 2 GOV-2; ESRS 2 SBM-2; ESRS 2
IRO-1.
c) Identifying and assessing adverse impacts The principal activities through which the Group identifies and assesses potential adverse impacts arising from its activities are:
• the Group double materiality process, which places particular emphasis on assessing and prioritising impacts in order to identify those that are most material for the organisation and
its stakeholders;
• the whistleblowing channel, which is a key means of receiving reports from all stakeholders concerning potential or actual adverse impacts arising from the Group;
• the supplier due-diligence process, which in relation to ESG matters provides a detailed analysis of impacts in the Group’s upstream value chain.
Relevant disclosures:
ESRS 2 IRO-1; ESRS 2 SBM-3; E1 IRO-1; E1 SBM-3; S1 SBM-
3; S4 SBM-3; entity-specific social disclosures under SBM-3; G1 SBM-3.
d) Taking action to address adverse impacts The principal activities and procedures through which the Group addresses adverse impacts that may arise from its activities are:
• where necessary, the Group whistleblowing procedure provides for investigations that may result in specific corrective or disciplinary measures;
• the supplier due-diligence process for ESG matters includes a list of specific actions designed to remedy identified critical issues. These actions are taken only where gaps emerge from the supplier’s self-assessment questionnaire, such as shortcomings in the practices adopted or the supporting
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportdocumentation provided;
• the Group implements specific actions to mitigate adverse impacts and enhance positive impacts, as described in the respective sections of this Statement.
Through continuous dialogue with its people, suppliers and customers, the Group also implements case-specific action plans if issues arise in connection with its activities or services.
Relevant disclosures:
the sections describing actions relating to each individual IRO under E1, S1, S4 and G1 e) Tracking the effectiveness of actions and communicating
with stakeholders
The principal activities and procedures through which the Group monitors the effectiveness of its actions and communicates them to stakeholders are:
• the Group whistleblowing procedure provides for recurring
- or, where necessary, prompt - reporting to the Control and Risks and Related Parties Committee and, for reports relevant under Legislative Decree 231/2001, to the Supervisory Body, summarising the activities performed in relation to reports received;
• the supplier due-diligence process for ESG matters provides for specific monitoring to ensure that, where suppliers are classified as medium-to-high risk, action-plan activities are implemented within the established timeframes, contributing to an improvement in the supplier’s overall ESG
performance;
• the Group defines specific metrics and targets, addressed in the relevant sections of this Statement, to ensure that the actions taken are measurable, effective and aligned with the established targets.
Relevant disclosures:
the sections dedicated to each topic under E1, S1, S4 and G1.
ESRS 2 GOV-5: RISK MANAGEMENT AND INTERNAL
CONTROLS OVER SUSTAINABILITY REPORTING
The Board of Directors established the Control and Risks and Related Parties Committee from among its members.
The Committee performs preparatory, proposing and advi-
sory functions in relation to the operational management of the internal-control and risk-management system. It asses-ses the effectiveness of the system and helps ensure that the information disclosed in the annual reporting is accurate and transparent. Ultimate responsibility nevertheless remains with the Board of Directors, which defines the system’s guidelines and work plan, following assessment by the Control and Risks Committee, and monitors its adequacy.
The Group mapped and performed a qualitative assessment of its most significant risks - including risks material to sustaina-
bility - at inherent-risk level and of the first- and second-level controls, resulting in the quantification of residual risk. Internal Audit is responsible for monitoring the sustainability-reporting process by testing controls and identifying any deficiencies in the internal control system. Through periodic reports, Internal Audit communicates the results of its control activities to the Board of Directors and the Control and Risks and Related Par-
ties Committee. On the basis of those reports, action plans are subsequently defined and integrated into operating processes through a systematic and structured approach. ESG data are collected under an annual work plan, with periodic checks desi-
gned to ensure the accuracy and completeness of the informa-
tion. Further details of the internal-control and risk-management system are provided in the “Strategy and Risk Management” chapter of the Management Report.
In light of the requirements introduced by the Corporate Su-
stainability Reporting Directive, the actions launched during the year ended April 30, 2025 to strengthen the Internal Control Sy-
stem continued during the year ended April 30, 2026 as part of the process of adapting to the new regulatory requirements and consistently with the needs arising from the collection of infor-
mation for the Sustainability Statement. Reporting risk in the Su-
stainability Statement is the possibility that disclosed information may be incomplete, inaccurate, unrepresentative or even false.
It may arise, for example, from: incorrect calculation or determi-
nation of values or information; a lack of standardised processes and methods, which could result in inconsistent methodological interpretations or reporting; or the absence of basic processes for collecting a datapoint or item of information.
In summary, Sesa has adopted a structured process for identi-
fying and assessing sustainability-related IROs, which includes channels for dialogue with internal and external stakeholders through a structured materiality-assessment process. These ESG risks and opportunities are integrated into the Company’s Enterprise Risk Management system and are subject to periodic
97 www.sesa.it Consolidated Sustainability Reportassessments and updates to the related risk maps. The Board of Directors oversees the processes through the Sustainability Com-
mittee, while operational management is entrusted to the Sustainability Manager in cooperation with the Risk Management function.
Sustainability reporting and control process Procedures Definition of policies and procedures to ensure compliance with legislation and best practices.
Roles and responsibilities Clear definition of the roles and responsibilities of the various parties involved.
Material matters - Risk & Control Matrix Identification of key risks and the related control measures used to mitigate critical issues.
Data and information collection Structuring of processes for collecting, storing and analysing information relevant to monito -
ring and controls.
Monitoring and reporting Adoption of verification mechanisms, internal audits and reporting to ensure the effective operation of controls.
To mitigate reporting risk, Sesa launched a process to strengthen its reporting practices, in particular by: (i) defining more structured methods for collecting and verifying data, thereby ensuring improved traceability; (ii) communicating clearly and transparently with stakeholders on sustainability progress and challenges.
Process set-up - The first stage involves defining and scheduling the reporting activities for indicators connected with the material matters identified for Group companies in the double materiality matrix. All Group companies within the reporting scope are informed of the methods and deadlines for reporting information on material matters.
Processes and information flows - Group companies determine and collect the required data in compliance with the collection processes defined by the Parent Company and under the oversight of internal controls. Sustainability contacts promptly report any anomalies. Information is reviewed on a preliminary basis by the Chief Sustainability Officer and the Chief Financial Officer, helping to ensure consistency and reliability in reporting.
Roles and responsibilities of owners - At every stage of the information flow, the activity owners - including the Chief Sustainability Of-
ficer, who is responsible for preparing, collecting and aggregating ESG data, and the Chief Financial Officer, who oversees the process and the integration of ESG and financial data - are required to ensure that the information transmitted is truthful and accurate, complete, prepared on a timely basis and traceable, as are the related actions.
Role of Internal Audit - Internal Audit is responsible for periodically updating the process and communicating relevant changes to the parties involved within the Group. Updates may arise from regulatory changes, changes to the Group’s organizational structure or any other circumstance that may affect the design of the Internal Control System for Sustainability Reporting. The results of assessments and controls are periodically presented to the administrative and supervisory bodies.
Strategy
The following sections analyse the sustainability-related elements of Sesa’s strategy, business model and value chain, explaining how the Group integrates stakeholder interests and how the impacts, risks and opportunities identified through the double materiality asses-
sment influence its strategy.
ESRS 2 SBM-1: STRATEGY, BUSINESS MODEL AND VALUE CHAIN
The Sesa Group offers a broad range of technology, digital-platform and vertical-application solutions to businesses and organi -
sations, as described in the “Sesa Group” section of the Management Report. That section also identifies the significant markets
98 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportin which Sesa operates. The Group conducts business across a number of geographical areas, as described under BP-2, and the number of people working in each area is presented below.
Through its first double materiality assessment, Sesa identified the Group’s material impacts, risks and opportunities. These inform its strategy and business model with the aim of mitigating adverse impacts and financial risks, capturing opportunities and maximi-
sing positive impacts on the material matters identified.The strategy is generally based on key pillars intended to ensure well-being and fairness for workers throughout the value chain, promote energy efficiency and reduce GHG emissions through the implemen -
tation of energy-efficient technologies and responsible energy-management practices.
The Group also aims to expand the range of sustainability-oriented solutions offered to customers by developing consulting and technology services that support businesses in transitioning towards more sustainable operating models. These strategic elements not only reinforce Sesa’s commitment to sustainability, but also contribute to positive impacts on communities and the environment, creating value and strengthening stakeholder trust. Further details are provided under SBM-2: Interests and views of stakeholders.
Sesa has not currently established specific sustainability-related targets in relation to significant groups of products and services, customer categories, geographical areas or stakeholder relationships. The “Sesa Group” section of the Management Report descri-
bes Sesa’s business model, principal activities and main customer segments.
Sesa’s value chain Sesa is a leading operator in technology, digital platforms and vertical applications for businesses and organisations. Its value chain is a complex network of relationships among a range of participants involved at different stages in the flow of products and services
- from technology procurement and delivery to consulting activities and the provision of digital and vertical technology solutions.
Sesa’s value chain is structured to maximise operating efficiency, continuously innovate and offer customers a broad range of high-
quality services, fully reflecting the Group’s mission. The business model is based on strong partnerships, highly qualified people and a firm commitment to communities and future generations. It focuses on the efficient management of resources in the upstream segment;
the continuous development of people’s skills and technological innovation in own operations; and the offering of technology, digital platforms, vertical applications and integrated consulting in the downstream segment. All of these elements support the Group’s purpose: to generate long-term sustainable value for all stakeholders by promoting innovation - including digital innovation - within businesses and organisations and enhancing people’s well-being.
Upstream
Own operations Downstream Indirect suppliers Direct suppliers • Indirect suppliers involved in extracting raw materials and natural
resources, including
water and gas • Indirect suppliers of services used to produce, assemble and market hardware and IT products• Hardware and software
suppliers
• Service providers and
licensees
• Providers of IT consulting services, including strategic
suppliers
• Real-estate providers • Utility suppliers• Recruitment and training • Research and
development
• Business operations• Direct customers • Business partners
• Distribution
channels
• Platform users • End-users of the
solutions and
services offered by
the Group
The value chain can therefore be divided into three principal segments - upstream, own operations and downstream - each characterised by the elements described below:
99 www.sesa.it Consolidated Sustainability ReportUpstream operations: comprise the resources and activities used to prepare and enable the services offered by the Group.
They include: suppliers of products and services required for operations, such as water and electricity supplies and purchases of products, software and IT equipment; suppliers of strategic products and services typical of the Group’s business model, such as IT services and hardware/software supplies; and relationships with partners involved in the Group’s product and service offering.
Own operations: comprise the activities performed internally by the Group, including the management and development of human resources - employees and consultants.
Downstream activities: comprise activities related to the use of the solutions offered, the delivery of services and the delivery of products offered by the Group, including outbound logistics. This segment also includes end-users and communities.
Markets served and employees by geographical area: As of April 30, 2026, the Sesa Group reported consolidated revenue of Euro 3.621 billion, up 8% year on year, and 6,770 people, up 3.6% year on year. It operates principally in Italy and also through companies in Albania, Andorra, Austria, China, France, Germany, Mexico, the Netherlands, Romania, Slovenia, Spain and Switzerland.
A total of 99.91% of consolidated revenue was generated in EMEA - Europe, the Middle East and Africa - and specifically: Euro 3.511 billion in Italy (97.16%); Euro 29 million in Germany (0.80%); Euro 21 million in Spain and Andorra (0.57%); Euro 20 million in Slovenia (0.55%); Euro 12 million in Romania (0.34%); Euro 7 million in Switzerland (0.18%); Euro 6 million in the Netherlands (0.17%); Euro 4 million in France (0.11%); Euro 0.3 million in Austria (0.01%). The remaining 0.09%, equal to Euro 3 million, was generated in South America - Euro 2 million (0.06%) - and China - Euro 1 million (0.03%).
As of April 30, 2026, there had been no significant changes in the products and services provided or in the markets in which the Group operates. Sesa does not provide services prohibited in specific markets and is not active in fossil fuels, chemical manufacturing, controversial weapons, or tobacco cultivation and production.
As of April 30, 2026, the number of people working for the Group - employees and interns of companies included in the consolidation scope - had reached 6,770, an increase of 238, or 3.6%, on the previous year. Women accounted for 32% of the total. Geographically, the workforce was concentrated primarily in Italy, with 6,148 people, or 90.8% of the total, followed by Spain with 196 people, or 2.9%, and Germany with 132 people, or 1.9%.
100 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportEmployees as of April 30, 2026 Women Men Total Total by gender: 2,151 4,543 6,694 Total by gender and geographical area:
Albania 10 2 12 Andorra 10 14 24 Austria 0 2 2 China 7 6 13 France 2 14 16 Germany 32 100 132 Italy 1,953 4,131 6,084 Mexico 30 27 57 Netherlands 2 2 4 Romania 51 63 114 Slovenia 1 5 6 Spain 43 148 191 Switzerland 10 29 39 Total 2,151 4,543 6,694
ESRS 2 SBM-2: INTERESTS AND VIEWS OF STAKEHOLDERS
Sesa’s systematic engagement with key stakeholders on material matters - matters that are relevant both to the organisation and to the stakeholders themselves - is the principal lever used to monitor and manage the quality of relationships and is fundamental to the formulation of the Group’s organizational policies and strategies. It is equally important to develop an in-depth understanding of emerging trends - both critical issues and opportunities - in the context in which the organisation operates and to identify precisely the matters in which investment should be prioritised in response to the expectations of key stakeholders. In particular, the quality of the relationships established with the various stakeholder groups - relationship capital - and the current and past experience observed by those stakeholders influence the alignment between promises, or the value proposition, expectations, actions and perceptions.
The Group believes that value creation should be long-term and benefit all stakeholders, including employees, the communities in which it operates, customers and the environment, which are key elements of shared-value creation. For this purpose, the Group considers stakeholders to be all parties with an implicit or explicit interest because they are affected by its activities. The principal internal and external stakeholder categories have been identified by considering their proximity, representativeness and authority.
During the year, Sesa consolidated a structured process of dialogue with its stakeholders - including customers, suppliers, employees, local communities and investors - to gather views and expectations on the most material sustainability matters. The principal interests identified concerned the continuity of ESG performance in a context of strong employment growth, transparency regarding the use of renewable energy and reductions in per-capita emissions. These findings, which also emerged from the double materiality assessment, were integrated into decision-making processes and helped guide the development of the Group’s sustainability strategy. Tangible responses included the strengthening of welfare and training programmes against a background of more than 750 new hires, the commitment to progressive decarbonisation and the amendment to the Articles of Association formally
101 www.sesa.it Consolidated Sustainability ReportStakeholder Principal engagement and dialogue methods Employees Group welfare programmes HR support and communication platforms Work-life balance programmes Engagement initiatives on ethics and organizational culture Skills-development and career-development programmes Initiatives to enhance and improve the organizational climate Financial community Regular, transparent financial communications Dedicated Investor Relations platform Application of best practices in preparing and publishing information
Shareholders’ Meetings
Periodic meetings with analysts and investors Dedicated bilingual website section Contractual partners Roadshows with sales networks and operators National and local meetings and conventions
Workshops
Dedicated communication channels, including web, mailing and social media Qualification and assessment processes introducing the goal of sustainable growth. Stakeholder-engagement activities and updates to ESG priorities are shared with management and reported qualitatively by the Chief Executive Officer to the Sustainability Committee and the Board of Directors.
Stakeholder overview
People Customers Communities
Employees
Family members
Communities to which employees belong Business partners
Businesses
Organisations Institutions
Media
Local communities
Non-profit organisations
Financial community Contractual partners Environment
Shareholders
Investors
Analysts
Proxy advisers Vendors
Suppliers
Strategic partners Ecosystem
Working environment
Local area
The principal listening and dialogue channels established for each stakeholder category are shown below. In the Group’s sustainability journey, the engagement and dialogue activities developed during this fourth year of reporting did not identify any particular critical issues.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportStakeholder
Principal engagement and dialogue methods Customers Satisfaction monitoring Dedicated customer communication channels, including web and mailing
Social networks
Newsletter
Communities Participation in multi-stakeholder working groups Meetings with representatives of institutions and associations Dedicated corporate contacts for media and institutional relations, including the Head of Institutional Relations Organisation of events Partnerships with local bodies to organise sporting and philanthropic events Environment Meetings with employees Dedicated communication channels, including web and mailing
Workshops
Engagement initiatives on environmental matters Meetings with stakeholders
Sustainability Team
ESG rating agencies
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY
AND THE BUSINESS MODEL
In accordance with the regulatory requirements introduced by the CSRD, in the financial year ended April 30, 2026 the Sesa Group carried out a Double Materiality Assessment across the business activities that make up its value chain. The assessment was designed to identify the impacts of the Group’s activities on people and the environment (the inside-out perspective) and the financial materiality of ESG factors (the outside-in perspective) for each of the ten environmental, social and governance macro-
topics defined by the legislation.
Methodology and material matters (IROs) The double materiality process began with an analysis of the context in which the Group operates. This included benchmarking against a representative sample of companies operating in the same sector and/or considered comparable, reviewing institutional sources and analysing the regulatory framework. The work, which also drew on the analyses performed in the previous reporting year and on internal corporate documentation - in particular the Enterprise Risk Management (ERM) model - formed the basis for identifying impacts, risks and opportunities.
The Group then identified impacts on people and the environment, together with risks and opportunities associated with Sesa’s activities, considering both the Group’s own operations and its entire value chain, with particular attention to upstream activities and tier-one suppliers. The list of identified IROs was subsequently assessed by Top Management and selected stakeholder groups through dedicated stakeholder-engagement sessions. The Chief Executive Officer, Chief Financial Officer and Sustainability Committee were also involved, enabling a comprehensive view of the Group’s IROs and a sound understanding of the ESG matters most relevant to Sesa. The outcome of the double materiality process was used to determine the material Disclosure Requirements to be reported by the Sesa Group, in alignment with the guidance provided by the EFRAG Sustainability Reporting Board.
103 www.sesa.it Consolidated Sustainability ReportThe current and anticipated effects of material impacts, risks and opportunities on the business model, value chain, strategy and decision-making process are set out in the table below and in the corresponding topical sections of this document. Those sections also explain how the Group responds, or intends to respond, to those effects, with a view to managing emerging challenges and opportunities proactively and strategically. The reasonably expected time horizons are also indicated for each material impact, risk and opportunity. Both impacts and risks and opportunities were assessed over three-time horizons: short term - one year; medium term - from one to five years; and long term - from five to ten years. No impact, risk or opportunity is reported through additional entity-specific disclosures.
Sesa’s business model is based on an integrated ecosystem for sustainable digital innovation, characterised by operational flexibility, a strong focus on skills management and resilient supply chains. The strategy is resilient to climate-related and social risks as a result of investments in renewable energy, the progressive reduction of emissions and the central importance assigned to human capital. The Group’s extensive geographical presence and focus on mission-critical sectors support stability even under scenarios involving regulatory transition or accelerated digital transformation.
Sesa has not identified any risks or opportunities capable of producing a current short-term financial effect. For the purpose of preparing the sustainability report for the previous financial year (2025 Sustainability Report), the double materiality assessment was performed in accordance with the principles introduced by the CSRD and ESRS. During the financial year ended April 30, 2026, the assessment was updated to reflect developments in the internal and external context and stakeholder engagement. The update did not identify any substantive changes to the material impacts, risks and opportunities identified in the previous year.
Sesa’s Double Materiality Assessment highlighted the importance the Group assigns to the social area, including the need to manage and report, first and foremost, information concerning its own workforce and, additionally, workers in the value chain and consumers and end-users (ESRS S1, S2 and S4). From an environmental perspective, the identified impacts, risks and opportunities are closely linked to climate change (E1). This is reflected both from an inside-out perspective, through the Group’s contribution to climate-altering emissions, and from an outside-in perspective, through the management of risks including disruption to business activities and the supply chain as a result of extreme weather events, increased operating costs to comply with climate regulation, and changes in consumer preferences and stakeholder perceptions of the Group’s approach to sustainability.
In carrying out its operations - both upstream and in its core activities - the Sesa Group ensures full compliance with business-
conduct regulations and promotes a corporate culture and business model based on transparency, honesty, respect for people and the development of human resources. The Group contributes positively to improving the quality of life of its own workforce by promoting a healthy, safe and fair working environment and ensuring equal opportunities. This has a positive effect on the satisfaction and productivity of the Sesa Group’s workforce, with indirect benefits for external partners.
The following table describes the sustainability IROs considered material by the Sesa Group as a result of the Double Materiality Assessment on which this Statement is based.
104 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportTime horizon Value-chain scope
Scope
(Topic-specific
ESRS) Material Factor
(sub-theme) Sub-level
(Sub-sub-
theme) IRO type IRO description
Short-term
Medium-term
Long-term
Business
Operations
Upstream
Downstream
Environment - ESRS E1 - Climate Change
ESRS E1 -
Climate change Climate change
mitigation N/ACurrent
negative
impact GHG emissions generated by offices, IT infrastructure, digital services, logistics, technology devices and the value chain. X X X X X X
ESRS E1 -
Climate change Climate change mitigation Scope 1 GHG
emissions Current
negative
impact Direct emissions associated with the company fleet, fuels and operational mobility. X X X X
ESRS E1 -
Climate change Climate change mitigation Scope 2 GHG
emissions Current
negative
impact Indirect emissions from purchased electricity used for offices, operational in -
frastructure, IT systems and digital services. X X X X
ESRS E1 -
Climate change Climate change mitigation Scope 3 GHG
emissions Current
negative
impact Value-chain emissions ari -
sing from hardware, softwa -
re, technology vendors, logistics, business travel, commuting, and the use and end-of-life of products sold. X X X X X
ESRS E1 -
Climate change Climate change
mitigation Transition
risks Economic
and reputatio -
nal risk Regulatory developments, stakeholder pressure and demand for low-carbon solutions may generate com -
pliance costs, loss of com -
petitiveness or reputational impacts. X X X X X X
ESRS E1 -
Climate change Climate change
adaptation N/AEconomic
risk Exposure of offices, logi -
stics, suppliers, customers and operational continuity to physical climate risks and operational disruption. X X X X X X
ESRS E1 -
Climate change Climate change
adaptation Physical
climate
risks Economic
risk Extreme weather events may affect infrastructure, the supply chain, logistics, servi -
ce availability and business continuity. X X X X X X
ESRS E1 -
Climate change Energy N/ACurrent nega -
tive impact Electricity consumption as -
sociated with offices, IT in-
frastructure, cloud services, data centres, digital platfor -
ms and operations. X X X X X X
ESRS E1 -
Climate change EnergyEnergy
efficiency Economic
opportunity Reduction in consumption and operating costs through efficiency measures invol -
ving premises, digital infra -
structure, IT services and operating processes. X X X X
105 www.sesa.it Consolidated Sustainability ReportESRS E1 -
Climate change EnergyRenewable
energy Economic
and reputa -
tional
opportunity Use of renewable energy and development of techno -
logy solutions supporting cu -
stomers’ energy transition. X X X X X
ESRS E1 -
Climate change EnergyEnergy
transition
opportuni -
ties Economic
opportunity Growing demand for digital solutions for energy efficien -
cy, renewables, storage, energy management and circular models. X X X X X
ESRS E1 -
Climate change EnergyGreen
solutions as
a positive
impact Potential
positive
impact Green technologies and services may help reduce customers’ energy consump -
tion, emissions and environ -
mental impacts. X X X X X Social – ESRS S1 – Own Workforce
ESRS S1 -
Own workforce Working
conditions Occupatio-
nal safety Potential
negative
impact Potential effects on the phy-
sical and mental health of the Group’s own workforce arising from operating and digital activities, mobility and work-related stress. X X X X
ESRS S1 -
Own workforce Working conditions Secure em-
ployment Current posi -
tive impact Secure employment, con -
tinuity of contracts and established career paths support job security, engage -
ment and the development of internal skills. X X X X
ESRS S1 -
Own workforce Working conditions Talent at-
traction and
retention Economic
risk Competition for digital, cloud, cyber, AI and softwa-
re skills may make it more difficult to attract and retain talent and ensure project continuity. X X X X
ESRS S1 -
Own workforce Working
conditions Corporate
welfare Economic
and reputa -
tional oppor -
tunity Welfare, well-being and work-life balance policies may improve engagement, retention and organizational attractiveness. X X X X
ESRS S1 -
Own workforce Working
conditions Working
time Social and
organizatio -
nal risk Flexibility, on-call duties, workloads and project acti -
vities may affect work-life balance, stress levels and the quality of work.X X X X
ESRS S1 -
Own workforce Working
conditions Adequate
wagesEconomic
risk Competitive pressure in the IT market may increase la -
bour costs and make it more difficult to retain qualified professionals. X X X X
ESRS S1 -
Own workforce Social dialogue N/APotential po -
sitive impact Social dialogue and em -
ployee engagement sup -
port change management,
organizational integration
and a positive working envi -
ronment. X X X X
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportESRS S1 -
Own workforce Social dialogue Freedom of association Potential ne -
gative impact Inadequate safeguards for freedom of association may affect workers, create orga-
nizational tensions and give rise to reputational risks. X X X X
ESRS S1 -
Own workforce Social dialogue Collective
bargaining Regulatory
and reputatio -
nal risk Inadequate management of collective agreements and industrial relations may result in compliance risks, disputes and social tensions. X X X X
ESRS S1 -
Own workforce Equal treatment and opportuni -
ties for all Diversity and
inclusion Potential
positive
impact An inclusive culture and the promotion of diversity may improve access to talent, engagement, innovation and reputation. X X X X
ESRS S1 -
Own workforce Equal treatment and opportuni -
ties for all Gender
equality Potential
negative
impact Gender imbalances in te -
chnology and management roles may limit equal oppor -
tunities, professional deve -
lopment and inclusion. X X X X
ESRS S1 -
Own workforce Equal treatment and opportuni -
ties for all Gender pay
gap Economic
and reputatio -
nal risk Pay gaps may create com-
pliance risks and disputes, undermine trust and reduce the Group’s attractiveness to talent. X X X
ESRS S1 -
Own workforce Equal treatment and opportuni -
ties for all Inclusion
of persons
with disabi -
lities Potential
negative
impact Organizational, physical or digital barriers may limit full inclusion, accessibility and equal opportunities for per -
sons with disabilities. X X X X
ESRS S1 -
Own workforce Other work-re-
lated rights Haras-
sment and
violence
in the wor-
kplace Potential
negative
impact Harassment, violence or
disrespectful behaviour
may undermine well-being, psychological safety and the working environment. X X X X
ESRS S1 -
Own workforce Other work-
related rights Employee
privacy Regulatory
and reputatio -
nal risk Digitalised HR processes, internal systems and mo -
nitoring tools entail risks of improper processing of per -
sonal data. X X X X
ESRS S1 -
Own workforce Training and
skills
development Not
applicable Current
positive
impact Continuous training in digital, cyber, cloud, AI and software skills supports employability, service quality and innova -
tion. X X X X
ESRS S1 -
Own workforce Training and
skills
development Reskilling
in AI and
automation Economic
and social
opportunity Reskilling and upskilling in AI and automation may impro -
ve productivity, role adapta -
bility and competitiveness. X X X X
107 www.sesa.it Consolidated Sustainability ReportSocial – ESRS S2 – Workers in the value chain
ESRS S2 -
Workers in the value chain Working conditions N/A Potential
negative
impact External workers, suppliers, consultants, partners, sub -
contractors and logistics operators may be exposed to inadequate working con -
ditions. X X X X
ESRS S2 -
Workers in the value chain Working conditions Health and
safety in
the value
chain Potential
negative
impact Installation, logistics, har -
dware production, mainte -
nance and services perfor -
med at customer premises may expose value-chain workers to health and safety risks. X X X X X
ESRS S2 -
Workers in the value chain Working
conditions Supplier
working
conditions Economic
and reputatio -
nal risk Inadequate social standards at suppliers and partners may cause disruption, dispu -
tes, loss of trust and reputa-
tional damage. X X X X
ESRS S2 -
Workers in the value chain Working
conditions Global
technology
supply
chain Economic,
social and
geopolitical
risk Global ICT supply chains are exposed to risks relating to geopolitics, human rights, component availability, cri-
tical raw materials and wor -
king conditions. X X X X
ESRS S2 -
Workers in the value chain Other work-
related rights Human
rights in
the supply
chain Potential
negative
impact Global electronics, hardwa -
re-assembly, component and logistics supply chains may present risks of human-ri -
ghts violations. X X X
ESRS S2 -
Workers in the value chain Other work-
related rights Critical
minerals
and conflict
minerals Potential
negative
impact Hardware, batteries, storage systems and electronic com -
ponents may incorporate critical raw materials or con -
flict minerals associated with social and environmental impacts. X X X
ESRS S2 -
Workers in the value chain Other work-
related rights Child
labour Potential
negative
impact Global supply chains for hardware, electronic compo -
nents and raw materials may present a risk of child labour. X X X
ESRS S2 -
Workers in the value chain Other work-
related rights Forced
labour Potential
negative
impact Global technology supply chains, hardware production, logistics and component manufacturing may present a risk of forced labour. X X X Social – ESRS S4 – Consumers and end-users
Social -
ESRS S4 -
Consumers
and end-users Information-
related impacts Privacy of
customers
and end-
users Potential
negative
impact Data breaches, cyberattacks or inadequate controls may compromise privacy, infor-
mation security and the trust of customers and end-users. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Information-
related impacts Access
to quality
information Potential
negative
impact Incomplete, inaccurate or unclear digital information may impair customers’ and users’ ability to make infor -
med decisions. X X X X X
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportSocial -
ESRS S4 -
Consumers
and end-users Information-
related impacts Responsi -
ble AI Regulatory and reputatio -
nal risk Failure to govern the use of AI may result in non-com -
pliance, sanctions, bias, lack of transparency and loss of user trust. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Information-
related impacts Algorithmic
bias Potential
negative
impact Algorithms, AI, analytics and digital platforms may produ -
ce discriminatory effects or unfair automated decisions. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Information-
related impacts Responsi -
ble use of
data Regulatory
and reputatio -
nal risk Intensive use of data in cloud, AI, analytics, cyber-
security and digital services may create compliance, pri -
vacy and trust risks. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Information-
related impacts Responsi -
ble marke -
ting Reputational
risk Commercial communica -
tions, customer platforms, e-commerce and the use of data in marketing may create risks relating to tran -
sparency, fairness and user protection. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Information-
related impacts Training for
customers
and part-
ners Economic
and reputa -
tional oppor -
tunity Training in digital techno -
logies, cyber, AI, cloud and innovative platforms may support informed adoption, service quality and relation -
ships with customers and partners. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Personal safety
of consumers
and/or
end-users Cyberse -
curity Economic
opportunity Growing demand for cyber services and regulatory developments may expand the offering and strengthen competitive positioning. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Personal safety
of consumers
and/or
end-users Cyberse -
curity Potential
positive
impact Cyber solutions help protect data, systems and platforms, support business continuity and strengthen customer trust. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Personal safety
of consumers
and/or
end-users Security of digital ser -
vices and
platforms Economic
and reputatio -
nal risk Digital services or platforms that are not adequately se -
cure may cause disruption, data loss, harm to customers and reduced trust. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Personal safety
of consumers
and/or
end-users Digital
operational
continuity Economic
risk Disruption to IT, cloud or cy-
ber services, digital platfor -
ms or critical systems may have operating and financial effects on customers and end-users. X X X X X
109 www.sesa.it Consolidated Sustainability ReportSocial -
ESRS S4 -
Consumers
and end-users Personal safety
of consumers
and/or
end-users Service
quality Economic
and reputatio -
nal risk Inadequate quality of digital services may affect custo-
mer satisfaction, contract renewals, reputation and retention. X X X X X
Social -
ESRS S4 -
Consumers
and end-users Personal safety
of consumers
and/or
end-users Protection
of minors Potential
negative
impact Digital services, platforms or technology solutions used by minors or vulnerable users may give rise to protection and safety risks. X X X X
Social -
ESRS S4 -
Consumers
and end-users Social inclusion
of consumers
and/or
end-users Digital
accessi-
bility Economic
and social
opportunity Accessible design of digital products, services, platforms and content may improve in -
clusion and compliance and broaden the user base. X X X X X Governance – ESRS G1 – Business conduct
ESRS G1 -
Business
conduct Corporate
culture N/A Current
positive
impact Integrity, accountability, tran-
sparency, compliance and consistent conduct stren -
gthen ethical and organiza -
tional safeguards. X X X X X X
ESRS G1 -
Business
conduct Corporate
culture Ethics and
compliance Regulatory
and reputatio -
nal risk Operations in regulated sectors, relationships with enterprise and public-sector customers, data manage -
ment, M&A, the supply chain and critical services require robust compliance safe -
guards. X X X X X X
ESRS G1 -
Business
conduct Corporate
culture Integration
of ESG into
incentive
systems Organizatio -
nal opportu -
nity Alignment between ESG targets, management per -
formance and incentive systems may strengthen ac-
countability and implemen -
tation of the sustainability strategy. X X X
ESRS G1 -
Business
conduct Corporate
culture Tax and
responsible
taxation Regulatory
and reputatio -
nal risk Tax matters that are not ade-
quately governed in complex or multi-company groups may create compliance, liti -
gation and reputational risks. X X X X
ESRS G1 -
Business
conduct Corporate
culture Responsi -
ble M&A Organizatio -
nal and repu -
tational risk Acquisitions and corporate integration may create chal -
lenges relating to corporate culture, HR, compliance, control systems and ESG governance. X X X X
ESRS G1 -
Business
conduct Corporate
culture Digital so -
vereignty
and EU
compliance Regulatory
and strategic
risk Developments in European regulation concerning data, cloud, cyber, AI, privacy and digital services may affect operating models, the Group’s offering and com -
pliance. X X X X
110 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportESRS G1 -
Business
conduct Corporate
culture AI, cyber
and privacy
regulation Regulatory
risk and eco -
nomic oppor -
tunity Regulation of AI, cyberse-
curity, data protection and digital services may gene -
rate compliance costs and consulting opportunities. X X X X
ESRS G1 -
Business
conduct Protection of whistleblowers N/A Current
positive
impact Effective, confidential and accessible reporting chan -
nels support compliance, ethics, anti-corruption and worker protection. X X X X X X
ESRS G1 -
Business
conduct Corruption
and bribery N/A Potential
negative
impact Corruption or a lack of tran -
sparency may adversely affect integrity, the socio-e-
conomic context and sta -
keholder trust. X X X X X X
ESRS G1 -
Business
conduct Management
of relationships
with suppliers N/A Economic and reputatio -
nal risk Technology vendors, har -
dware and software sup -
pliers, cloud providers, servi -
ce partners, consultants and subcontractors require ESG and contractual safeguards. X X X X X
ESRS G1 -
Business
conduct Management
of relationships
with suppliers Vendor
ESG per-
formance Economic
and reputatio -
nal risk Inadequate ESG performan -
ce by major technology par -
tners may generate environ -
mental, social, reputational and regulatory impacts, as well as Scope 3 impacts. X X X X X
ESRS G1 -
Business
conduct Management
of relationships
with suppliers Depen -
dence on
strategic
vendors Economic
and operatio -
nal risk Dependence on technology partners, cloud providers, software vendors and har -
dware suppliers may affect continuity, pricing, complian -
ce and service capacity. X X X X X X
ESRS 2 IRO-1: DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS
AND OPPORTUNITIES
Process for identifying and assessing material impacts, risks and opportunities:
Disclosure Requirement IRO-1 requires a detailed description of the processes used to identify and assess the IROs that are material to the Sesa Group.
As noted above, the process for determining material IROs was based on a Double Materiality Assessment that enabled the Group to identify, analyse in greater depth and prioritise the sustainability matters of greatest significance to the Group and its stakeholders.
Functions and individuals involved: The Double Materiality Assessment involved a number of functions across the Group, particularly Sustainability, Investor Relations, Financial Reporting and Tax, Administration, Finance and Control, Human Resources and Internal Audit. The heads of each function, together with the Chief Sustainability Officer and in close cooperation with the Group Chief Executive Officer, played a key role in managing the various stages of the process and communicating the results to the bodies responsible for approval.
111 www.sesa.it Consolidated Sustainability ReportStages of the double materiality process:
In accordance with the ESRS, a sustainability matter may be considered material where it is associated with an impact, risk and/or opportunity that is material under one or both of the following perspectives:
• Impact materiality: a sustainability matter is material from an impact perspective where it gives rise to material actual or potential, positive or negative impacts on people or the environment, whether in the undertaking’s own operations or throughout its upstream and downstream value chain. This includes the effects of its products and services and its business relationships on people and the environment over the short, medium and long term;
• Financial materiality: a sustainability matter is material from a financial perspective where it generates, or may generate, material financial effects for the Group, whether negative (risks) or positive (opportunities). Those effects have, or could reasonably be expected to have, a material influence on the undertaking’s development, financial position, financial performance, cash flows, access to finance or cost of capital over the short, medium or long term. Such risks and opportunities may arise both from activities under the undertaking’s direct control and throughout its upstream and downstream value chain.
The double materiality process was organised into the following principal stages:
1. Context analysis, definition of the value chain and identification of material IROs: in this initial stage, the Group examined the context in which it operates in order to define its value chain clearly. This involved identifying the principal actors, suppliers and customers across the various stages of the value chain, as described in “SBM-1: Strategy, business model and value chain”. The analysis was supported by a review of the sustainability context and the external circumstances referred to in the principal reporting standards, international sustainability ratings and the regulatory framework applicable to the sector, together with an analysis of internal documentation, corporate policies and targets. In-depth discussions were also held with the heads of key corporate functions, who provided a detailed overview of the Group’s activities with the aim of identifying any potential risks or critical factors relating to sustainability matters that might not have been immediately apparent. This approach enabled Sesa to map impacts, risks and opportunities in detail across the entire value chain and all geographies, activities and sectors in which the Group operates. The analysis generated information essential to understanding the Group’s internal dynamics, identifying its principal sustainability-related impacts, risks and opportunities and supporting their assessment.
2. Assessment of IROs: During the second stage, the IROs identified in the preceding stage were assessed in depth. The assessment also included a further review of internal documents and applicable regulations, as well as validation by the functions involved in the process. Finally, meetings were held with the Group’s Top Management to validate the results. The members of Top Management involved included the heads of all participating functions, the Sustainability Committee and the Group Chief Executive Officer.
The method used to analyse impacts, risks and opportunities is described below. The assessment was qualitative and was carried out through a process of analysis and discussion within the Sustainability Committee.
Impact materiality:
In determining the Group’s material impacts on people and the environment, Sesa considered all activities and the most significant business relationships of the Group, together with any relevant geographical characteristics of the areas in which it operates, as described in “SBM-1: Strategy, business model and value chain”.
Negative impacts were assessed on the basis of their likelihood of occurrence and their severity, which was determined by the combination of scale, scope and irremediable character. More specifically: (i) scale indicates how severe an impact is; (ii) scope indicates the extent of the impact in terms of the stages and geographies of the value chain in which it occurs; and (iii) irremediable character indicates the extent to which it is difficult to remedy a negative impact.
112 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportPositive impacts were assessed on the basis of their likelihood of occurrence and their scale and scope. Actual and potential positive and negative impacts were also assessed according to the time horizon over which they may occur - short, medium or long term.
Actual and potential impacts on people and the environment are monitored through ongoing analysis of the effects of the actions implemented. Those actions are designed to mitigate negative impacts and promote positive impacts. Further details are provided in the corresponding topical sections of this Statement.
Financial materiality:
Sesa identified and assessed sustainability-related risks and opportunities that generate, or could generate, financial effects over the short, medium and long term, starting from the impacts determined to be material through the impact-materiality assessment.
Risks and opportunities are monitored through continuous analysis of how the external context affects the Group’s business, with the aim of identifying potential threats and emerging opportunities promptly. The assessment also considers dependencies, meaning external factors on which the Group relies to conduct its activities, such as strategic suppliers, qualified personnel, customers and energy. It also takes account of actions implemented by the Group - such as investments in energy efficiency - to mitigate negative impacts and/or maximise positive sustainability impacts. The materiality of risks and opportunities was assessed on the basis of the likelihood of occurrence and the magnitude of the related financial effects and was then prioritised against established quantitative materiality thresholds.
As noted above, Risk Management was involved in the IRO-selection process to ensure coordination with the undertaking’s overall risk-assessment and risk-management system. The Double Materiality Assessment was initially designed and validated by the Sustainability Operating Committee and subsequently by the Sustainability Committee and the Sesa Board of Directors as part of the Consolidated Sustainability Statement. In addition, as described in “GOV-5: Risk management and internal controls over sustainability reporting”, the Group has begun defining the controls to be performed by Internal Audit over the reporting process and key ESG matters. The process for identifying, assessing and managing opportunities is likewise integrated into the Group’s overall management of risks and opportunities.
Sesa also carried out a detailed comparison of the double materiality assessment process and its results with those of the previous reporting period. During the financial year ended April 30, 2026, the process was updated by revising the Double Materiality Assessment procedure and methodology in order to reflect developments in the relevant context and strengthen the assessment process. In particular, external-stakeholder engagement was broadened through a dedicated questionnaire, the results of which were taken into account in updating the assessment of material impacts, risks and opportunities.
Sesa conducted the assessment and validation of the double materiality process internally and, applying a prudent approach, did not use predefined assumptions as a basis for the process. The double materiality process and its results will be reviewed at the Company’s discretion in the event of changes to the organizational scope or in response to regulatory developments.
Summary of the Sesa Group’s policies and management systems The Sesa Group is committed to responsible business conduct through the adoption of policies and procedures. The parameters governing the application of those policies are defined through specific monitoring and reporting processes, while their content is promoted across the Group through training programmes. The Sesa Group promotes awareness of the policies and procedures adopted by developing training and awareness-raising programmes concerning their content and application.
The policies, which are approved by the Board of Directors and available on the Sesa website, set out the Group’s commitments and govern actions and conduct in relation to the organisation’s activities and business relationships, with a view to protecting the Group and all stakeholders.
113 www.sesa.it Consolidated Sustainability ReportThe principal policies and management systems adopted by the Group are summarised below:
Policy and management system Topical ESRS reference Organisation, Management and Control Model pursuant to Italian Legislative Decree No. 231/2001 G1 Business conduct S1 Own workforce Supervisory Body and Internal Audit G1 Business conduct Anti-Corruption Policy G1 Business conduct Code of Ethics G1 Business conduct S1 Own workforce WhistleblowingG1 Business conduct S1 Own workforce S2 Workers in the value chain S4 Consumers and end-users Environmental Policy E1 Climate change ISO 14001:2015 management system E1 Climate change UNI/PdR 125:2022 management system S1 Own workforce ISO 45001:2018 management system S1 Own workforce ISO 9001:2015 management system S4 Consumers and end-users The policies and management systems adopted are discussed in detail in the disclosures relating to the relevant topical ESRS .
ESRS 2 IRO-2: DISCLOSURE REQUIREMENTS IN ESRS COVERED BY THE UNDERTAKING’S SUSTAINABILITY
STATEMENT
After describing, in “ESRS 2 IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities” , the process used to identify material IROs and the way in which the Sesa Group determines the information to disclose concerning the IROs assessed as material, the table below lists the Disclosure Requirements applied in preparing this Consolidated Sustainability Statement. It also includes the datapoints deriving from other EU legislation listed in Appendix B to ESRS 2. The index also identifies topics omitted because they were assessed as non-material on the basis of the Double Materiality Assessment.
ESRS disclosure index and datapoints deriving from other EU legislation
114 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportDisclosure Requirement and/or corresponding datapointRequirement under other EU legislation25Information (section) ESRS 2 - General disclosures BP-1 General basis for preparation of sustainability statements BP-1 General basis for preparation of
sustainability statements
BP-2 Disclosures in relation to specific circumstances BP-2 Disclosures in relation to specific
circumstances
GOV-1 The role of the administrative, management and supervisory bodies GOV-1 The role of the administrative, management and supervisory bodies GOV-1 Gender diversity on the Board, paragraph 21(d) SFDR: Annex I, table 1, indicator No. 13;
Benchmark Regulation: Commission Delegated Regulation (EU) 2020/181626, Annex IIGOV-1 The role of the administrative, management and supervisory bodies GOV-1 Percentage of Board members who are independent, paragraph 21(e) Benchmark Regulation: Commission Delegated Regulation (EU) 2020/1816, Annex II GOV-1 The role of the administrative, management and supervisory bodies GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies GOV-3 Integration of sustainability-related performance in incentive schemes GOV-3 Integration of sustainability-related performance in incentive schemes GOV-4 Statement on due diligence GOV-4 Statement on due diligence GOV-4 Statement on due diligence, paragraph 30 SFDR: Annex I, table 3, indicator No. 10 GOV-4 Statement on due diligence GOV-5 Risk management and internal controls over sustainability reporting GOV-5 Risk management and internal controls over sustainability reporting SBM-1 Strategy, business model and value chain SBM-1 Strategy, business model and value
chain
25. Regulation (EU) 2019/2088 of the European Parliament and of the Council of November 27, 2019 on sustainability-related disclosures in the financial services sector (SFDR) (OJ L 317, De-
cember 9, 2019, p. 1); Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and amending Regulation (EU) No. 648/2012 (Capital Requirements Regulation) (OJ L 176, June 27, 2013, p. 1); Regulation (EU) 2016/1011 of the European Parliament and of the Council of June 8, 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds, and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No. 596/2014 (OJ L 171, June 29, 2016, p. 1); Regulation (EU) 2021/1119 of the European Parliament and of the Council of June 30, 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No. 401/2009 and (EU) 2018/1999 (European Climate Law) (OJ L 243, July 9, 2021, p. 1).
26. Commission Delegated Regulation (EU) 2020/1816 of July 17, 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards the explanation in the benchmark statement of how environmental, social and governance factors are reflected in each benchmark provided and published (OJ L 406, December 3, 2020, p. 1).
115 www.sesa.it Consolidated Sustainability ReportSBM-1 Involvement in activities related to the fossil-fuel sector, paragraph 40(d)(i) SFDR: Annex I, table 1, indicator No. 4;
Pillar 3: Article 449a of Regulation (EU) No. 575/2013 Commission Implementing Regulation (EU) 2022/245327, table 1 -
Qualitative information on environmental risk and table 2 - Qualitative information on social
risk;
Commission Delegated Regulation (EU) 2020/1816, Annex II Not material because the Group is not involved in the activities indicated. SBM-1 Involvement in activities related to the production of chemicals, paragraph 40(d)(ii) SFDR: Annex I, table 2, indicator No. 9 Commission Delegated Regulation (EU) 2020/1816, Annex II SBM-1 Involvement in activities related to controversial weapons, paragraph 40(d)(iii) SFDR: Annex I, table 1, indicator No. 14;
Benchmark Regulation: Article 12(1) of Commission Delegated Regulation (EU) 2020/181828 and Annex II to Commission Delegated Regulation (EU) 2020/1816 SBM-1 Involvement in activities related to the cultivation and production of tobacco, paragraph 40(d)(iv) Benchmark Regulation: Article 12(1) of Commission Delegated Regulation (EU) 2020/1818 and Annex II to Commission Delegated Regulation (EU) 2020/1816 SBM-2 Interests and views of stakeholders SBM-2 Interests and views of stakeholders SBM-3 Material impacts, risks and opportunities and their interaction with strategy and the business model SBM-3 Material impacts, risks and opportunities and their interaction with strategy and the business model IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities IRO-1 Description of the processes to identify and assess material impacts, risks
and opportunities
IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability
statement
[MDR-P] Policies adopted to manage material sustainability matters [MDR-P] Policies adopted to manage material sustainability matters List of datapoints in cross-cutting and topical standards that derive from other EU legislation List of datapoints in cross-cutting and topical standards that derive from other EU
legislation
ESRS E1 – Climate change ESRS 2 GOV-3 E1 Integration of sustainability-related performance in incentive schemes ESRS 2 GOV-3 E1 Integration of sustainability-related performance in
incentive schemes
ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities IRO-1 Description of the processes to identify and assess material impacts, risks
and opportunities
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and the business model ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and the business model 27. Commission Implementing Regulation (EU) 2022/2453 of November 30, 2022 amending the implementing technical standards laid down in Implementing Regulation (EU) 2021/637 as regards the disclosure of environmental, social and governance risks (OJ L 324, December 19, 2022, p. 1).
28. Commission Delegated Regulation (EU) 2020/1818 of July 17, 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJ L 406, December 3, 2020, p. 17).
116 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportE1-1 Transition plan to reach climate neutrality by 2050, paragraph 14 European Climate Law: Article 2(1) of Regulation (EU) 2021/1119 E1-1 Transition plan for climate change
mitigation
E1-1 Undertakings excluded from Paris-
aligned Benchmarks, paragraph 16(g) Pillar 3: Article 449a of Regulation (EU) No.
575/2013
Benchmark Regulation: Article 12(1), points (d) to (g), and Article 12(2) of Commission Delegated Regulation (EU) 2020/1818Not applicable because the Group is not among the undertakings excluded from Paris-aligned Benchmarks.
E1-2 Policies related to climate change mitigation and adaptation E1-2 Policy E1-3 Actions and resources in relation to climate-change policies E1-3 Actions E1-4 Targets related to climate change mitigation and adaptation E1-4 Targets E1-4 GHG emission-reduction targets, paragraph 34 SFDR: Annex I, table 2, indicator No. 4;
Pillar 3: Article 449a of Regulation (EU) No.
575/2013;
Benchmark Regulation: Article 6 of Commission Delegated Regulation (EU) 2020/1818 E1-4 Targets E1-5 Energy consumption and mix E1-5 Energy consumption and mix E1-5 Fossil-energy consumption disaggregated by source (high climate-
impact sectors only), paragraph 38 SFDR: Annex I, table 1, indicator No. 5 and Annex I, table 2, indicator No. 5 E1-5 Energy consumption and mix E1-5 Energy consumption and mix, paragraph 37 SFDR: Annex I, table 1, indicator No. 5 E1-5 Energy consumption and mix E1-5 Energy intensity associated with activities in high climate-impact sectors, paragraphs 40-43 SFDR: Annex I, table 1, indicator No. 6 E1-5 Energy consumption and mix E1-6 Gross Scope 1, 2 and 3 and total GHG emissions E1-6 Gross Scope 1, 2 and 3 and total GHG
emissions
E1-6 Gross Scope 1, 2 and 3 and total GHG emissions, paragraph 44 SFDR: Annex I, table 1, indicators Nos 1
and 2;
Pillar 3: Article 449a of Regulation (EU) No.
575/2013;
Benchmark Regulation: Article 5(6), Article 6 and Article 8(1) of Commission Delegated Regulation (EU) 2020/1818 E1-6 Gross Scope 1, 2 and 3 and total GHG
emissions
E1-6 GHG intensity, paragraphs 53-55 SFDR: Annex I, table 1, indicator No. 3;
Pillar 3: Article 449a of Regulation (EU) No.
575/2013;
Benchmark Regulation: Article 8(1) of Commission Delegated Regulation (EU) 2020/1818 E1-6 Gross Scope 1, 2 and 3 and total GHG
emissions
E1-7 GHG removals and GHG-mitigation projects financed through carbon credits Identified as non-material by the 2026 Double Materiality Assessment.
117 www.sesa.it Consolidated Sustainability ReportE1-7 GHG removals and carbon credits, paragraph 56 European Climate Law: Article 2(1) of Regulation (EU) 2021/1119 Identified as non-material by the 2026 Double Materiality Assessment E1-8 Internal carbon pricing Identified as non-material by the 2026 Double Materiality Assessment E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities For FY 2025 (the first year in which the Sustainability Statement was prepared in accordance with the ESRS) and FY 2026, the Sesa Group elected to apply the phase-
in provision for disclosure of the anticipated financial effects of material physical and transition risks and potential climate-related opportunities. E1-9 Exposure of the benchmark portfolio to climate-related physical risks, paragraph 66 Benchmark Regulation: Annex II to Commission Delegated Regulation (EU) 2020/1818 and Annex II to Commission Delegated Regulation (EU) 2020/1816 E1-9 Disaggregation of monetary amounts by acute and chronic physical risk, paragraph
66(a)
E1-9 Location of significant assets at material physical risk, paragraph 66(c)Pillar 3: Article 449a of Regulation (EU) No.
575/2013; Points 46 and 47 of Commission Implementing Regulation (EU) 2022/2453 E1-9 Breakdown of the carrying amount of real-estate assets by energy-efficiency class, paragraph 67(c) Pillar 3: Article 449a of Regulation (EU) No. 575/2013; Point 34 of Commission Implementing Regulation (EU) 2022/2453 E1-9 Degree of portfolio exposure to climate-
related opportunities, paragraph 69 European Climate Law: Annex II to Commission Delegated Regulation (EU)
2020/1818
ESRS E2 - Pollution IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities IRO-1 Description of the processes to identify and assess material impacts, risks
and opportunities
All Disclosure Requirements Following the Double Materiality Assessment, the matter was not identified as material. Accordingly, none of the Disclosure Requirements under this topical Standard is disclosed, except for DR IRO-1, as required by ESRS 2, Appendix C.
ESRS E3 – Water and marine resources IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities IRO-1 Description of the processes to identify and assess material impacts, risks
and opportunities
All Disclosure Requirements Following the Double Materiality Assessment, the matter was not identified as material. Accordingly, none of the Disclosure Requirements under this topical Standard is disclosed, except for DR IRO-1, as required by ESRS 2, Appendix C ESRS E4 – Biodiversity and ecosystems IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities IRO-1 Description of the processes to identify and assess material impacts, risks
and opportunities
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportAll Disclosure Requirements Following the Double Materiality Assessment, the matter was not identified as material. Accordingly, none of the Disclosure Requirements under this topical Standard is disclosed, except for DR IRO-1, as required by ESRS 2, Appendix C.
ESRS E5 – Resource use and circular economy IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities IRO-1 Description of the processes to identify and assess material impacts, risks
and opportunities
All Disclosure Requirements Following the Double Materiality Assessment, the matter was not identified as material. Accordingly, none of the Disclosure Requirements under this topical Standard is disclosed, except for DR IRO-1, as required by ESRS 2, Appendix C.
ESRS S1 – Own workforce ESRS 2 SBM-2 S1 Interests and views of stakeholders SBM-2 Interests and views of stakeholders ESRS 2 SBM-3 S1 Material impacts, risks and opportunities and their interaction with strategy and the business model ESRS 2 SBM-3 S1 Material impacts, risks and opportunities and their interaction with strategy and the business model ESRS 2 SBM-3 S1 Risk of forced labour, paragraph 14(f) SFDR: Annex I, table 3, indicator No. 13 ESRS 2 SBM-3 S1 Material impacts, risks and opportunities and their interaction with strategy and the business model ESRS 2 SBM-3 S1 Risk of child labour, paragraph 14(g) SFDR: Annex I, table 3, indicator No. 12 ESRS 2 SBM-3 S1 Material impacts, risks and opportunities and their interaction with strategy and the business model S1-1 Policies related to own workforce S1-1 Policies S1-1 Human-rights policy commitments, paragraph 20 SFDR: Annex I, table 3, indicator No. 9 and Annex I, table 1, indicator No. 11 S1-1 Policies S1-1 Due-diligence policies on matters addressed by ILO fundamental Conventions Nos 1 to 8, paragraph 21 SFDR: Commission Delegated Regulation (EU) 2020/1816, Annex II S1-1 Policies S1-1 Processes and measures for preventing trafficking in human beings, paragraph 22 SFDR: Annex I, table 3, indicator No. 11 S1-1 Policies S1-1 Workplace accident-prevention policy or management system, paragraph 23 SFDR: Annex I, table 3, indicator No. 1 S1-1 Policies S1-2 Processes for engaging with own workers and workers’ representatives about impacts S1-2 Processes for engaging with own workers and workers’ representatives about
impacts
S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns S1-3 Processes to remediate negative impacts and channels for own workers to
raise concerns
S1-3 Grievance/complaints-handling
mechanisms, paragraph 32(c) SFDR: Annex I, table 3, indicator No. 5 S1-3 Processes to remediate negative impacts and channels for own workers to
raise concerns
S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions S1-4 Actions
119 www.sesa.it Consolidated Sustainability ReportS1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities S1-5 Targets S1-6 Characteristics of the undertaking’s employees S1-6 Characteristics of the undertaking’s
employees
S1-7 Characteristics of non-employee workers in the undertaking’s own workforce S1-7 Characteristics of non-employee workers in the undertaking’s own workforce S1-8 Collective-bargaining coverage and social dialogue For the 2026 financial year, the Sesa Group has decided to exercise the phase-in option S1-9 Diversity metrics S1-9 Diversity metrics S1-10 Adequate wages S1-10 Adequate wages S1-11 Social protection S1-11 Social protection S1-12 Persons with disabilities S1-12 Persons with disabilities S1-13 Training and skills-development metrics S1-13 Training and skills-development
metrics
S1-14 Health and safety metrics S1-14 Health and safety metrics S1-14 Number of fatalities and number and rate of recordable work-related accidents, paragraph 88(b)-(c) SFDR: Annex I, table 3, indicator No. 2 S1-14 Health and safety metrics S1-14 Number of days lost to work-related injuries, accidents, fatalities or ill health, paragraph 88(e) SFDR: Annex I, table 3, indicator No. 3 S1-14 Health and safety metrics S1-15 Work-life balance metrics S1-15 Work-life balance metrics S1-16 Remuneration metrics (pay gap and total remuneration) S1-16 Remuneration metrics (pay gap and
total remuneration)
S1-16 Unadjusted gender pay gap, paragraph 97(a) SFDR: Annex I, table 1, indicator No. 12 S1-16 Remuneration metrics (pay gap and
total remuneration)
S1-16 Excessive CEO pay ratio, paragraph 97(b) SFDR: Annex I, table 3, indicator No. 8 S1-16 Remuneration metrics (pay gap and
total remuneration)
S1-17 Incidents, complaints and severe human-rights impacts S1-17 Incidents, complaints and severe
human-rights impacts
S1-17 Incidents of discrimination, paragraph 103(a) SFDR: Annex I, table 3, indicator No. 7 S1-17 Incidents, complaints and severe
human-rights impacts
S1-17 Non-respect of the UN Guiding Principles on Business and Human Rights and the OECD Guidelines, paragraph 104(a) SFDR: Annex I, table 1, indicator No. 10 and Annex I, table 3, indicator No. 14 Benchmark Regulation: Annex II to Commission Delegated Regulation (EU) 2020/1816 and Article 12(1) of Commission Delegated Regulation (EU) 2020/1818 S1-17 Incidents, complaints and severe
human-rights impacts
120 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportESRS S2 – Workers in the value chain ESRS 2 SBM-2 S2 Interests and views of stakeholders SBM – 2 Interests and views of stakeholders ESRS 2 SBM-3 S2 Material impacts, risks and opportunities and their interaction with strategy and the business model ESRS 2 SBM-3 S2 Material impacts, risks and opportunities and their interaction with strategy and the business model ESRS 2 SBM-3 S2 Significant risk of child labour or forced labour in the value chain, paragraph 11(b) SFDR: Annex I, table 3, indicators Nos 12 and 13 ESRS 2 SBM-3 S2 Material impacts, risks and opportunities and their interaction with strategy and the business model S2-1 Policies related to value-chain workers S2-1 Policies S2-1 Human-rights policy commitments, paragraph 17 SFDR: Annex I, table 3, indicator No. 9 and Annex I, table 1, indicator No. 11 S2-1 Policies S2-1 Policies related to value-chain workers, paragraph 18 SFDR: Annex I, table 3, indicators Nos 11 and 4 S2-1 Policies S2-1 Non-respect of the UN Guiding Principles on Business and Human Rights and the OECD Guidelines, paragraph 19 SFDR: Annex I, table 1, indicator No. 10 Benchmark Regulation: Annex II to Commission Delegated Regulation (EU) 2020/1816 and Article 12(1) of Commission Delegated Regulation (EU) 2020/1818; S2-1 Policies S2-1 Due-diligence policies on matters addressed by ILO fundamental Conventions Nos 1 to 8, paragraph 19 Benchmark Regulation: Commission Delegated Regulation (EU) 2020/1816, Annex II S2-1 Policies S2-2 Processes for engaging with value-
chain workers about impacts S2-2 Processes for engaging with value-
chain workers about impacts S2-3 Processes to remediate negative impacts and channels for value-chain workers to raise concerns S2-3 Processes to remediate negative impacts and channels for value-chain workers to raise concerns S2-4 Taking action on material impacts on value-chain workers, and approaches to managing material risks and pursuing material opportunities related to value-chain workers, and effectiveness of those actions S2-4 Actions S2-4 Human-rights issues and incidents connected with the upstream and downstream value chain, paragraph 36 Annex I, table 3, indicator No. 14 S2-4 Actions S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities S2-5 Targets
121 www.sesa.it Consolidated Sustainability ReportESRS S3 – Affected communities ESRS 2 SBM-2 S3 Interests and views of stakeholders Identified as non-material by the 2026 Double Materiality Assessment ESRS 2 SBM-3 S3 Material impacts, risks and opportunities and their interaction with strategy and the business model Identified as non-material by the 2026 Double Materiality Assessment All Disclosure Requirements Identified as non-material by the 2026 Double Materiality Assessment ESRS S4 – Consumers and end users ESRS 2 SBM-2 S4 Interests and views of stakeholders SBM-2 Interests and views of stakeholders ESRS 2 SBM-3 S4 Material impacts, risks and opportunities and their interaction with strategy and the business model ESRS 2 SBM-3 S4 Material impacts, risks and opportunities and their interaction with strategy and the business model S4-1 Policies related to consumers and end-
users S4-1 Policies S4-1 Policies related to consumers and end-
users, paragraph 16 SFDR: Annex I, table 3, indicator No. 9 and Annex I, table 1, indicator No. 11 S4-1 Policies S4-2 Processes for engaging with consumers and end-users about impacts S4-2 Processes for engaging with consumers and end-users about impacts S4-3 Processes to remediate negative impacts and channels for consumers and end-users to raise concerns S4-3 Processes to remediate negative impacts and channels for consumers and end-users to raise concerns S4-4 Taking action on material impacts on consumers and end-users, and approaches to mitigating material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions S4-4 Taking action on material impacts on consumers and end-users, and approaches to mitigating material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those
actions
S4-4 Human-rights issues and incidents, paragraph 35 SFDR: Annex I, table 3, indicator No. 14 S4-4 Actions S4-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities concerning consumers and end-users S4-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities concerning consumers and
end-users
ESRS G1 - Business conduct ESRS 2 GOV-1 G1 The role of the administrative, management and supervisory bodies ESRS 2 GOV-1 G1 The role of the administrative, management and supervisory
bodies
ESRS 2 IRO-1 G1 Description of the processes to identify and assess material impacts, risks and opportunities ESRS 2 IRO-1 G1 Description of the processes to identify and assess material impacts, risks and opportunities G1-1 Corporate-culture and business-
conduct policies G1-1 Corporate-culture and business-
conduct policies
G1-1 United Nations Convention against Corruption, paragraph 10(b) SFDR: Annex I, table 3, indicator No. 15 G1-1 Corporate-culture and business-
conduct policies
G1-1 Protection of whistleblowers, paragraph 10(d) SFDR: Annex I, table 3, indicator No. 6 G1-1 Corporate-culture and business-
conduct policies
G1-2 Management of relationships with suppliers ESRS G1-2 Management of relationships
with suppliers
122 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportG1-3 Prevention and detection of corruption and bribery G1-3 Prevention and detection of corruption
and bribery
G1-4 Confirmed incidents of corruption or
bribery
G1-4 Confirmed incidents of corruption or bribery G1-4 Fines for violation of anti-corruption and anti-bribery laws, paragraph 24(a) SFDR: Annex I, table 3, indicator No. 17;
Benchmark Regulation: Annex II to Commission Delegated Regulation (EU)
2020/1816
G1-4 Standards of anti-corruption and anti-
bribery, paragraph 24(b) SFDR: Annex I, table 3, indicator No. 16 G1-5 Political influence and lobbying activities Identified as non-material by the 2026 Double Materiality Assessment G1-6 Payment practices Identified as non-material by the 2026 Double Materiality Assessment The datapoints deriving from other EU legislation were assessed as not relevant.
As detailed in the preceding table, on the basis of the Double Materiality Assessment Sesa concluded that the following topical ESRS are not material to the Group: pollution (ESRS E2), water and marine resources (ESRS E3), biodiversity and ecosystems (ESRS E4), resource use and circular economy (ESRS E5), and affected communities (ESRS S3). More specifically, the environmental matters of pollution, water and marine resources, biodiversity and ecosystems, and resource use and circular economy are not reported by the Group because they were not considered material to its business, value chain or business relationships. This assessment is consistent with the nature of the Sesa Group’s activities in IT services and technology consulting, which are generally characterised by limited and non-significant indirect environmental impacts. The impacts relating to the above matters arise principally along the value chain, during the extraction of raw materials and the production of hardware and IT equipment used in the Group’s operations. They may include potential effects on pollution, water consumption, biodiversity, resource use and waste management. However, they were assessed as non-material in view of the volumes purchased, the limited degree of involvement in the relevant supply-chain stages and the likelihood of occurrence. Similarly, given the nature of the Group’s business, no impacts on affected communities were identified in relation to economic, social and cultural rights, civil and political rights or the specific rights of communities.
MDR-P: POLICIES ADOPTED TO MANAGE MATERIAL SUSTAINABILITY MATTERS
The Sesa Group has developed policies for each material matter with the aim of managing material IROs. Primary responsibility for implementing those policies rests with the Board of Directors and the Chief Executive Officer, the Group’s most senior executive, who continuously monitors their effectiveness. The policies addressing the various aspects of sustainability are described in detail in the following sections and provide a clear and comprehensive view of the Sesa Group’s commitment to sustainability.
123 www.sesa.it Consolidated Sustainability ReportPolicyMaterial ESRS Main content Scope Policy ownerReference
standardsChannels
Code of
Ethics S1, S2, S4, G1The Code was drawn up to ensure that the Sesa Group’s fundamental ethical values are clearly defined and form both the basis of its corporate culture and the standard of conduct for all Group personnel in carrying out their activities. The Group’s core ethical principles include professionalism and trust; legality and honesty in all activities, in full compliance with applicable law;
impartiality; respect for diversity and non-
discrimination; prevention of potential conflicts of interest; and fairness and transparency in all actions taken by the addressees of the Code. The Code of Ethics also sets out rules of conduct governing Sesa’s relationships with stakeholders, including public authorities and institutions. Relations with institutions are based on legality, transparency, clarity and fairness, in compliance with applicable law. All Group
stakeholdersBoard of
Directors and
Chief Executive
OfficerNone specifiedGroup website
and corporate
intranet
Whistleblowing
PolicyS1, S2,
S4, G1The Group operates a whistleblowing system in every country in which it is present, enabling the reporting of unlawful conduct or conduct inconsistent with the Code of Ethics and/or Group policies. The Policy is designed to ensure the prompt and secure reporting of misconduct. It accepts reports from employees and external stakeholders and safeguards anonymity and confidentiality. Reports may be submitted through a dedicated digital platform. During the assessment of a report, the reporting person may be contacted by the Supervisory Body to obtain any additional information required. All Group
stakeholders Supervisory
Body, Board of
Directors, Chief
Executive Officer
and supervisory
and control
bodiesDirective (EU)
2019/1937 Group website
and corporate
intranet
Social
Responsibility
PolicyS1, S2,
G1The document defines how the Group undertakes to manage its activities while taking account of the impacts on all stakeholders. All Group stakeholders Board of
Directors and
Chief Executive
OfficerSA8000; Universal
Declaration of
Human Rights; UN
Guiding Principles
on Business and Human Rights; ILO
ConventionsGroup website
and corporate
intranet
Environmental
PolicyE1The Environmental Policy sets out the principles for monitoring and reducing the environmental impacts generated by business activities, including impacts associated with consumption and emissions. All Group stakeholders Board of
Directors, Chief
Executive
Officer and Chief
Sustainability
Officer GHG Protocol, ISO
14001Group website
and corporate
intranet
124 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportGender
Equality
Policy S1, S2, S4, G1Through this policy, the Group commits to ensuring that all people, irrespective of sex or gender, have the same opportunities and are treated equitably.
Its purpose is to promote gender equality, value diversity and support women’s empowerment. All Group stakeholders Board of
Directors and
Chief Executive
OfficerPdR 125Group website
and corporate
intranet
Regulation
on the use of
Sesa Group
information
systems,
business
applications
and IT
resources S4The Regulation contains binding requirements governing the correct use by employees of information systems, business applications and physical assets. It also provides binding instructions concerning the processing of personal data by those employees. Data
Protection
Officer DPO PdRCorporate
intranet
Sesa Group
IT Incident
Management
Procedure
and Data-
Breach Event
Management
and Reporting
Procedure S4Together, these procedures govern the identification, analysis, containment and resolution of security incidents and the management of personal-
data breaches. They ensure a timely response, traceability of events and compliance with regulatory requirements, including the GDPR. Whole Group COOISO 27001, PdR, Data Protection ActCorporate
intranet
Sesa Risk
Assessment
Document
(Documento
di
Valutazione
dei Rischi -
DVR) S1, S2The document describes the implementing rules designed to ensure the highest levels of workplace health and safety protection in accordance with local legislation. It is addressed to Sesa workers and to suppliers and customers that request access to it. Group
employees
and suppliersHead of the
Prevention
and Protection
Service (RSPP)
and EmployerItalian Legislative Decree No.
81/2008 and ISO
45001Corporate
intranet
Biodiversity
and
Ecosystems
Policy E4 The policy sets out the Group’s commitments to protecting biodiversity and ecosystems and managing impacts connected with its business activities.All Group stakeholders Board of
Directors, Chief
Executive
Officer and Chief
Sustainability
Officer UN Convention on
Biological Diversity,
EU Biodiversity
Strategy for 2030 and CSRDGroup website
and corporate
intranet
Anti-Corruption
Policy G1The policy sets out the principles and safeguards adopted by the Group to prevent and combat all forms of direct or indirect corruption. All Group
stakeholdersBoard of
Directors, Chief
Executive Officer
and Supervisory
BodyItalian Legislative
Decree No.
231/2001, UNI ISO
37001 and United
Nations Convention
against Corruption Group website
and corporate
intranet
Human
Rights
Protection
Policy S1, S2, S3, S4 The policy sets out the Group’s commitments to respecting and protecting human rights and workers’ rights in its own activities and throughout the value chain. All Group
stakeholdersBoard of
Directors and
Chief Executive
Officer Universal
Declaration of
Human Rights,
ILO Conventions
and United Nations
Guiding Principles
on Business and Human RightsGroup website
and corporate
intranet
125 www.sesa.it Consolidated Sustainability Report4.2 Environmental Information
DISCLOSURE PURSUANT TO ARTICLE 8 OF REGULATION (EU)
2020/852 (TAXONOMY REGULATION)
Regulation (EU) 2020/852 on the European Taxonomy (hereinafter also the “Regulation”, the “Taxonomy” or the “EU Taxonomy”) entered into force on July 12, 2020 with the aim of establishing a reference framework for classifying economic activities considered sustainable. The European Commission has developed a specific classification system to identify environmentally sustainable economic activities, as an enabling factor for supporting sustainable investment and implementing the European Green Deal. By providing appropriate information on economic activities that may be considered environmentally sustainable, the framework is intended to enhance investor confidence and transparency, protect private investors against so-called greenwashing, support companies in planning their transition, reduce market fragmentation and, ultimately, close the sustainable investment gap.
The Regulation introduces a single EU-wide classification system for identifying environmentally sustainable economic activities. To determine whether an activity is environmentally sustainable, the legislation requires it to contribute to one or more of the following six environmental targets: climate change mitigation (CCM); climate change adaptation (CCA); the sustainable use and protection of water and marine resources (WTR); the transition to a circular economy, including waste reduction and recycling (CE); pollution prevention and control (PPC); and the protection and restoration of biodiversity and ecosystems (BIO).
Accordingly, an economic activity is environmentally sustainable where it: (i) makes a substantial contribution to one or more of the six environmental targets; (ii) does no significant harm to any of the other environmental targets (Do No Significant Harm - DNSH); and (iii) is carried out in compliance with minimum safeguards.
In July 2018, the European Commission established a Technical Expert Group (TEG) on sustainable finance to develop recommendations for the technical screening criteria applicable to economic activities capable of making a substantial contribution to climate change mitigation or adaptation without causing significant harm to the other four environmental targets. Based on the TEG’s contribution and input from a broad range of stakeholders and institutions, the Taxonomy Regulation was published in the Official Journal of the European Union on June 22, 2020 and entered into force on July 12 of the same year.
Since January 2022, companies required to publish a consolidated non-financial statement have also been required to disclose the proportion of their turnover, capital expenditure (CapEx) and operating expenditure (OpEx) that qualifies as environmentally sustainable. The Taxonomy Regulation also empowers the European Commission to adopt delegated acts and other measures specifying how competent authorities and market participants must comply with the requirements laid down in the Regulation.
Sesa welcomed the development of the EU Taxonomy, as it provides all stakeholders with a common language, with a particular focus on the decarbonisation of the European economy by 2050. The Taxonomy currently identifies 13 sectors comprising more than 100 economic activities, of which 86 may make a substantial contribution to both climate change mitigation and adaptation, eight to mitigation only and 15 to adaptation only. For the financial year ended April 30, 2026, non-financial undertakings subject to the Regulation, including Sesa, are required to disclose their Taxonomy-eligible and Taxonomy-aligned economic activities with reference to the first two climate targets, together with the related quantitative economic performance indicators (KPIs), namely the shares of turnover, CapEx and OpEx attributable to those activities.
Eligibility and alignment analysis Consistent with the work begun in the previous financial year, for the year ended April 30, 2026 Sesa updated its eligibility assessment to identify the activities carried out by the Group that correspond to those listed and described in Annexes I and II to the Climate Delegated Act, relating respectively to the climate change mitigation and climate change adaptation targets.
The Group also analysed any eligible activities relating to CapEx (Annex I to Delegated Regulation (EU) 2021/2178, paragraph 1.1.2.2(c)) and OpEx (Annex I to Delegated Regulation (EU) 2021/2178, paragraph 1.1.3.2(c)) arising from the purchase of products from Taxonomy-eligible and Taxonomy-aligned economic activities and from individual measures enabling the relevant activities to reduce their emissions profile.
126 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThis analysis identified the following activities as eligible for the climate change mitigation target (Annex I to the Climate
Delegated Act):
• 4.1 Electricity generation using solar photovoltaic technology. The installation, maintenance and repair of renewable energy technologies formed an integral part of the activities carried out by P.M. Service S.p.A., GreenSun S.r.l., Green4Tech S.r.l., GreenSun Adria, GreenSun East Europe and Sebic S.r.l.;
• 7.2 Renovation of existing buildings. This relates to CapEx for work designed to restore and refurbish owned or leased buildings;
• 7.6 Installation, maintenance and repair of energy-
efficiency equipment. During the year, measures were implemented to increase the energy efficiency of Group
facilities;
• 8.1 Data processing, hosting and related activities.
Data processing, hosting and related activities - including the storage, management, movement, control, display, switching, interchange, transmission or processing of data through data centres, including edge computing - represent a significant part of the Sesa Group’s business. These activities include sales of edge-computing, security and collaboration services, IT solutions and software by the ICT VAS and SSI Sectors, as well as activities attributable to the digital platforms of the Business Services Sector.
To assess alignment, the activities identified as eligible were evaluated against the applicable technical screening criteria.
Substantial contribution criteria For each economic activity considered eligible, compliance with the substantial contribution criteria set out in Annexes I and II to the Climate Delegated Act was assessed in order to determine the substantial contribution made by the activity to the climate change mitigation or adaptation targets.
Activity 8.1 - Data processing, hosting and related activities As described above, the Group carries out activities that correspond to activity 8.1, “Data processing, hosting and related activities”, as described in Annex I to the Climate Delegated Act for climate change mitigation, and these activities were therefore treated as eligible for the purposes of this assessment. However, the subsequent verification of the substantial contribution criteria proved difficult to apply. Accordingly, on the basis of a conservative and prudent approach, the Group considered the activity not to be aligned with the substantial contribution criteria.
Activity 7.2 - Renovation of existing buildings For capital expenditure on measures to restore and refurbish owned or leased buildings, the substantial contribution criteria require the building renovation either to comply with the applicable requirements for major renovations or, alternatively, to result in a reduction in primary energy demand of at least 30%. For the current reporting year, in the absence of sufficient evidence to allow a complete assessment of compliance with the criterion, the Group adopted a conservative and prudent approach and considered the activity not to be aligned with the substantial contribution criteria.
Do No Significant Harm (DNSH) criteria The DNSH criteria define the conditions under which activities must be carried out without causing significant harm to the other environmental targets. These criteria may consist of specific requirements or general, recurring criteria. In the former case, the requirements are specific to the activity under assessment and call for targeted verification. Recurring criteria, on the other hand, are set out in the five appendices supplementing Annexes I and II to the Climate Delegated Act and mainly refer to compliance with EU or national legislation or to the performance of assessment activities.
Activity 8.1 - Data processing, hosting and related activities For activity 8.1, Annex II to the Climate Delegated Act specifies DNSH criteria in relation to three other targets: climate change adaptation; the sustainable use and protection of water and marine resources; and the transition to a circular economy. In relation to data-processing activities, in the absence of sufficient evidence to allow a complete assessment of compliance with those criteria, the Group adopted a conservative and prudent approach and considered the activity not to be aligned with them.
Minimum safeguards
Lastly, the Group assessed the extent to which it complies with the principles referred to in Article 18 of the Regulation, which defines the minimum safeguards intended to ensure that an economic activity is carried out in accordance with human and
127 www.sesa.it Consolidated Sustainability Reportlabour rights. These safeguards refer to the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight fundamental conventions identified in the Declaration of the International Labour Organization (ILO) on Fundamental Principles and Rights at Work and in the International Bill of Human Rights. The Group analysed the matters addressed in the documents referred to in Article 18, also taking account of the guidance issued by the Platform on Sustainable Finance, and assessed the safeguards in place in relation to human rights, consumer interests, corruption, competition and taxation. Compliance by the Group’s suppliers with the minimum safeguards was also reviewed.
The Group has adopted instruments designed to promote compliance with minimum safeguards both within and outside the organisation. These include:
• Code of Ethics: through the Code, the Group undertakes to uphold the principles and values of ethical business in accordance with applicable legislation and to foster the moral and social responsibility that the Group as a whole must assume towards both internal and external stakeholders.
• Organisation, Management and Control Model pursuant to Italian Legislative Decree No. 231/2001:
this set of protocols governs and defines the corporate structure and the management of processes that are sensitive under Italian Legislative Decree No. 231/2001.
Through the Model, the Group regulates and further develops the management of human-rights and corporate-
governance matters. It includes, in particular, the whistleblowing procedure for reporting potential conduct in breach of the Code of Ethics, the Code of Ethics itself, the appointment of the Supervisory Body and the specific procedures applicable to areas exposed to predicate-
offence risk;
• Anti-Corruption Policy: the Policy is designed to prevent and combat all forms of active or passive corruption and to promote a corporate culture founded on integrity, transparency and fairness. It defines the principles and rules of conduct to be observed in relations with customers, suppliers, business partners, the Public Administration and all other stakeholders and governs the management of situations potentially exposed to corruption risk. It applies to all addressees and promotes compliance with applicable legislation and the highest ethical standards in the conduct of business. The Anti-Corruption Policy is publicly available on the Group’s website;
• Human Rights Protection Policy: the Policy is designed to promote and protect respect for fundamental human rights in all Group activities and throughout the value chain. It sets out the principles and commitments adopted by the Group to prevent and mitigate adverse impacts on human rights, promoting decent working conditions, the prohibition of all forms of discrimination, forced labour and child labour, respect for freedom of association, occupational health and safety, and equal opportunities.
It applies to all addressees and guides relationships with employees, other collaborators, suppliers, business partners and all other stakeholders, promoting compliance with applicable legislation and international human-rights standards.
In addition to complying with the national legislation in force in the countries in which it operates, Sesa conducts its activities with the aim of pursuing sustainable and inclusive growth, in line with the Universal Declaration of Human Rights, the ILO Conventions and the principles of the United Nations Global Compact, of which it is a participant.
As of April 30, 2026, no instances of non-compliance relating to human rights, competition, corruption or taxation had been recorded, and no customer complaints had been received.
Based on the tools and measures adopted by the Group in relation to minimum social safeguards, Sesa considers the activity carried out directly - activity 8.1, “Data processing, hosting and related activities” - to comply with the minimum safeguards criteria. Conversely, on the basis of a conservative and prudent approach, Sesa does not consider the current practices applied across the supply chain sufficient to treat as compliant with the minimum safeguards the activities relating to the purchase of products from Taxonomy-eligible and Taxonomy-aligned economic activities and individual measures enabling the target activities to reduce their emissions profile, including activity 7.2, “Renovation of existing buildings”.
KPI CALCULATION METHODOLOGY
The annexes to Commission Delegated Regulation (EU) 2021/2178 (the “Disclosure Delegated Act”) require
128 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportundertakings to calculate the percentage of turnover, CapEx and OpEx associated with Taxonomy-eligible and Taxonomy-
aligned activities. To comply with this requirement, as explained above, the Group identified its eligible activities, assessed which of them met the alignment criteria and calculated the three KPIs required by the Regulation. The following sections describe the analyses performed to meet the disclosure requirements of the Disclosure Delegated Act, including the calculation methods applied and the accounting items used for the three KPIs. The financial data used to determine the relevant proportions were extracted from the Sesa Group Integrated Annual Report as of April 30, 2026.
Turnover
In accordance with the Disclosure Delegated Act, the Group used the following amounts to calculate the turnover KPI: • denominator: net turnover generated from the provision of services, after deducting sales discounts and value-
added tax directly associated with turnover. To prevent any double counting, intercompany items were eliminated and do not contribute to the KPI.
• numerator: the portion of net turnover included in the denominator that is associated with activities eligible under the EU Taxonomy. For this purpose, the approach involved identifying, through the income statements of the Group companies within the reporting scope, the revenue components attributable to data processing, hosting and related activities and to the other eligible activities identified above.
(a) The code includes the abbreviation of the environmental target to which the economic activity may make a substantial contribution and the number of the activity section in the corresponding annex for that target: climate change mitigation (CCM), climate change adaptation (CCA), water and marine resources (WTR), circular economy (CE), pollution prevention and control (PPC), and biodiversity and ecosystems (BIO).
(b) Yes means that the activity is Taxonomy-eligible and Taxonomy-aligned for the relevant environmental target; No means that the activity is Taxonomy-eligible but not Taxonomy-aligned for the relevant environmental target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(c) Where an economic activity makes a substantial contribution to more than one environmental target, non-financial undertakings indicate in bold the most relevant environmental target for the calculation of financial undertakings’ KPIs, thereby preventing double counting.
(d) An activity may be aligned with one or more environmental targets for which it is eligible.
(e) An activity may be eligible but not aligned with the relevant environmental target or targets.
(f) EL means that the activity is Taxonomy-eligible for the relevant target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(g) Activities are included in section A.2 of the template only where they are not aligned with any environmental target for which they are eligible. Activities aligned with at least one environmental target are included in section A.1.
(h) To be included in section A.1, an activity must meet all applicable DNSH criteria and the relevant minimum safeguards. For activities included in section A.2, non-financial undertakings may complete columns 5 to 17 voluntarily. They may indicate whether the substantial-contribution and DNSH criteria are met by using: (i) for substantial contribution, the codes Yes/No and N/EL instead of EL and N/EL; and (ii) for DNSH, the codes Yes/No.
129 www.sesa.it Consolidated Sustainability ReportEuropean taxonomy KPIs (turnover) FY ended 04/30/26 2026 Substantial contribution criteriaDNSH criterion (do no significant
harm) (h)
Economic Activities
Code (2) (a)
Turnover (3)
Share of turnover, 2026 (4) Climate change mitigation (5) Adaptation to climate change (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate change mitigation (11) Adaptation to climate change (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards (17) Aligned share of turnover (A.1.) or eligible (A.2.) for taxonomy, N-1(18) Enabling activity category (19) Transition activity category (20)Currency (€ thousands) % Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c)
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
% A T
A. Activities eligible for taxonomy A.1 Eco-sustainable activities (aligned with the taxonomy) Turnover of the eco-sustainable activities (aligned with the taxonomy) (A.1)0 0% 0% Of which enabling 0 0% 0% A Of which of transition 0 0% 0% T A.2 Activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxonomy) (g) Data processing, hosting and related activitiesCCM
8.1756,424 21% AMN/
AMN/
AMN/
AMN/
AMN/
AM23%
Production of electricity using photovoltaic solar
technologyCCM
4.189 0% AMN/
AMN/
AMN/
AMN/
AMN/
AM0%
Installation, maintenance and repair of re -
newable energy technologyCCM
7.6409,594 11% AMN/
AMN/
AMN/
AMN/
AMN/
AM8%
Turnover of activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxonomy A.2)1,166,107 32% AMN/
AMN/
AMN/
AMN/
AMN/
AM31%
A. Turnover of activities eligible for the taxonomy
(A.1+A.2)1,166,107 32% 31%
B. Activities not eligible for taxonomy Turnover of economic activities not eligible for taxonomy (B)2,454,704 68% 69% Total (A + B) 3,620,811 100% 100%
130 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportCapEx
For the denominator of the CapEx KPI, the Group considered additions during the reporting period relating to tangible assets, including the development and renovation of corporate assets, intangible assets, including patents, software and capitalised research and development costs, and right-of-use assets. The figures were obtained through a detailed review of management reporting covering investments made during the year by all companies within the consolidation scope:
In accordance with the Disclosure Delegated Act, the Group used the following amounts to calculate the CapEx KPI:
• Denominator: tangible assets and leases included in the relevant additions for the year;
• Numerator: CapEx relating both to assets and processes associated with eligible economic activities under paragraph 1.1.2.2(a) of Annex I to the Disclosure Delegated Act and to purchases of products from Taxonomy-eligible and Taxonomy-
aligned economic activities, together with individual measures enabling the target activities to reduce their emissions profile, under paragraph 1.1.2.2(c) of Annex I to the Disclosure Delegated Act.
(a) The code includes the abbreviation of the environmental target to which the economic activity may make a substantial contribution and the number of the activity section in the corresponding annex for that target: climate change mitigation (CCM), climate change adaptation (CCA), water and marine resources (WTR), circular economy (CE), pollution prevention and control (PPC), and biodiversity and ecosystems (BIO).
(b) Yes means that the activity is Taxonomy-eligible and Taxonomy-aligned for the relevant environmental target; No means that the activity is Taxonomy-eligible but not Taxonomy-aligned for the relevant environmental target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(c) Where an economic activity makes a substantial contribution to more than one environmental target, non-financial undertakings indicate in bold the most relevant environmental target for the calculation of financial undertakings’ KPIs, thereby preventing double counting.
(d) An activity may be aligned with one or more environmental targets for which it is eligible.
(e) An activity may be eligible but not aligned with the relevant environmental target or targets.
(f) EL means that the activity is Taxonomy-eligible for the relevant target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(g) Activities are included in section A.2 of the template only where they are not aligned with any environmental target for which they are eligible. Activities aligned with at least one environmental target are included in section A.1.
(h) To be included in section A.1, an activity must meet all applicable DNSH criteria and the relevant minimum safeguards. For activities included in section A.2, non-financial undertakings may complete columns 5 to 17 voluntarily. They may indicate whether the substantial-contribution and DNSH criteria are met by using: (i) for substantial contribution, the codes Yes/No and N/EL instead of EL and N/EL; and (ii) for DNSH, the codes Yes/No.
131 www.sesa.it Consolidated Sustainability ReportEuropean taxonomy KPIs (CapEx) FY ended 04/30/26 2026 Substantial contribution criteriaDNSH criterion (do no significant
harm) (h)
Economic Activities
Code (2) (a)
Turnover (3)
Share of CapEx, 2026 (4) Climate change mitigation (5) Adaptation to climate change (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate change mitigation (11) Adaptation to climate change (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards (17) Aligned share of turnover (A.1.) or eligible (A.2.) for taxonomy, N-1(18) Enabling activity category (19) Transition activity category (20)Currency (€ thousands) % Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c)
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
% A T
A. Activities eligible for taxonomy A.1 Eco-sustainable activities (aligned with the taxonomy) CapEx of the eco-sustainable activities (aligned with the taxonomy) (A.1)0 0% 0% Of which enabling 0 0% 0% A Of which of transition 0 0% 0% T A.2 Activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxonomy) (g) Data processing, hosting and related activitiesCCM
8.17,488 26% AMN/
AMN/
AMN/
AMN/
AMN/
AM8%
Renovation of existing buildingsCCM
7.22,149 8% AMN/
AMN/
AMN/
AMN/
AMN/
AM5%
CapEx of activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxo -
nomy) (A.2)9,637 34% 13% A. CapEx of activities eligible for the taxonomy
(A.1+A.2)9,637 34% 13%
B. Activities not eligible for taxonomy CapEx of economic activities not eligible for taxonomy 18,772 66% 87% Total (A + B) 28,409 100% 100%
132 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportOpEx
In accordance with the Disclosure Delegated Act, the Group used the following basis to calculate the OpEx KPI:
• denominator: a detailed review of the Group’s consolidated chart of accounts was performed to identify the items attributable to the cost categories expressly specified in the Disclosure Delegated Act;
• numerator: taking account of paragraph 1.1.3.2 of Annex I to the Disclosure Delegated Act and the related clarifications issued by the European Commission, the Group assessed that no indication should be provided for the numerator of this KPI because the denominator represents an immaterial proportion of the Group’s total operating expenditure.
(a) The code includes the abbreviation of the environmental target to which the economic activity may make a substantial contribution and the number of the activity section in the corresponding annex for that target: climate change mitigation (CCM), climate change adaptation (CCA), water and marine resources (WTR), circular economy (CE), pollution prevention and control (PPC), and biodiversity and ecosystems (BIO).
(b) Yes means that the activity is Taxonomy-eligible and Taxonomy-aligned for the relevant environmental target; No means that the activity is Taxonomy-eligible but not Taxonomy-aligned for the relevant environmental target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(c) Where an economic activity makes a substantial contribution to more than one environmental target, non-financial undertakings indicate in bold the most relevant environmental target for the calculation of financial undertakings’ KPIs, thereby preventing double counting.
(d) An activity may be aligned with one or more environmental targets for which it is eligible.
(e) An activity may be eligible but not aligned with the relevant environmental target or targets.
(f) EL means that the activity is Taxonomy-eligible for the relevant target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(g) Activities are included in section A.2 of the template only where they are not aligned with any environmental target for which they are eligible. Activities aligned with at least one environmental target are included in section A.1.
(h) To be included in section A.1, an activity must meet all applicable DNSH criteria and the relevant minimum safeguards. For activities included in section A.2, non-financial undertakings may complete columns 5 to 17 voluntarily. They may indicate whether the substantial-contribution and DNSH criteria are met by using: (i) for substantial contribution, the codes Yes/No and N/EL instead of EL and N/EL; and (ii) for DNSH, the codes Yes/No.
133 www.sesa.it Consolidated Sustainability ReportEuropean taxonomy KPIs (OpEx) FY ended 04/30/26 2026 Substantial contribution criteriaDNSH criterion (do no significant
harm) (h)
Economic Activities
Code (2) (a)
Turnover (3)
Share of OpEx, 2026 (4) Climate change mitigation (5) Adaptation to climate change (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate change mitigation (11) Adaptation to climate change (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards (17) Aligned share of turnover (A.1.) or eligible (A.2.) for taxonomy, N-1(18) Enabling activity category (19) Transition activity category (20)Currency (€ thou-
sands)
% Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c) Yes; No; N/EL; (b) (c)
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
% A T
A. Activities eligible for taxonomy A.1 Eco-sustainable activities (aligned with the taxonomy) OpEx of the eco-sustainable activities (aligned with the taxonomy) (A.1)0 0% 0% Of which enabling 0 0% 0% A Of which of transition 0 0% 0% T A.2 Activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxonomy) (g) Data processing, hosting and related activitiesCCM
8.173,614 24% AMN/
AMN/
AMN/
AMN/
AMN/
AM23%
Production of electricity using photovoltaic solar
technologyCCM
4.1100 0% AMN/
AMN/
AMN/
AMN/
AMN/
AM0%
Installation, maintenance and repair of re -
newable energy technologyCCM
7.618,781 7% AMN/
AMN/
AMN/
AMN/
AMN/
AM4%
OpEx of activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxo -
nomy) (A.2)92,495 31% 27% A. OpEx of activities eligible for the taxonomy
(A.1+A.2)92,495 31% 27%
B. Activities not eligible for taxonomy OpEx of activities not eligible for taxonomy (B) 208,517 69% 73% Total (A + B) 301,012 100% 100%
134 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportESRS E1 - Climate Change The Sesa Group considers it important to provide stakeholders with complete and transparent information on its environmental performance.
The Group’s greenhouse gas emissions are characteristic of an office-based organisation. They mainly arise from the use of fossil fuels for heating and the purchase of electricity generated by third parties and are, overall, limited and associated with conventional assets such as electrical and heating systems. The principal sources of energy consumption are electricity used by offices and the Data Centre - whose energy demand was approximately 2 million kWh in the year ended April 30, 2026 and was entirely covered by 100% certified renewable electricity
- technological and IT equipment, building heating and fuel for company cars.
The Group considers it important to monitor greenhouse gas emissions and other types of emissions with a view to progressively reducing its carbon footprint.
ESRS 2 GOV-3: INTEGRATION OF SUSTAINABILITY-
RELATED PERFORMANCE IN INCENTIVE SCHEMES
The requirements concerning the integration of sustainability-
related performance into incentive schemes are addressed under ESRS 2 GOV-3 in the “General Information” chapter.
E1-1: TRANSITION PLAN FOR CLIMATE CHANGE
MITIGATIONAs of the publication date of this document, the Sesa Group had not adopted a transition plan for climate change mitigation.
As part of the strengthening of its sustainability commitment, the Group intends to define, over the coming financial years, a transition plan including specific strategies to reduce the negative impacts of climate change and capture emerging opportunities. As a preliminary step, however, a climate-risk assessment was performed to evaluate the potential effects of physical climate-related risks.
ESRS 2 IRO-1: DESCRIPTION OF THE PROCESSES
TO IDENTIFY AND ASSESS MATERIAL CLIMATE-
RELATED IMPACTS, RISKS AND OPPORTUNITIES
The process of identifying and assessing climate-related impacts, risks and opportunities was carried out by Sesa through the double materiality assessment, as described under ESRS 2 IRO-1 in the “General Information” chapter. To identify its impacts on climate change, the Group prepares an annual greenhouse gas (GHG) emissions inventory, calculating Scope 1, Scope 2 and Scope 3 emissions in accordance with the GHG Protocol Corporate Accounting and Reporting Standard.
The Group’s principal emissions are generated along the value chain. The assessment process also considered the principal physical risks associated with the effects of climate change that may be relevant to the Group’s operating locations and the continuity of its value chain, together with transition risks and opportunities arising from developments in the regulatory, technological and market environment, particularly the growing demand for digital solutions supporting the sustainable transition, cybersecurity and energy efficiency.
135 www.sesa.it Consolidated Sustainability ReportThe identification and assessment of these risks and opportunities were also supported by the analyses developed in the Sesa Group’s Climate-related Risks and Opportunities Report, prepared in accordance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). The Report includes a climate-scenario analysis used to assess the resilience of the Group’s strategy and business model to the principal physical and transition risks. For further details on the methodology applied, the scenarios considered and the principal findings of the analysis, see the TCFD Report.
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY
AND THE BUSINESS MODEL
The physical and transition climate risks described under “ESRS 2 IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities” were assessed qualitatively by Sesa’s Sustainability Operating Committee, whose members have extensive knowledge of the Group’s internal processes and business, and subsequently by Sesa’s Sustainability Committee, supporting the validation process conducted by the independent directors. Thematic ESRS Material matter
(sub-topic) Sub-level
(sub-sub-topic) IRO TYPE Description of the impact, risk or opportunity Environment – ESRS E1 – Climate Change
ESRS E1
Climate
ChangeClimate change
mitigation N/ACurrent negative impactGHG emissions generated by offices, IT infrastructure, digital services, logistics, technological devices and the value chain.
Climate change
mitigation Scope 1 GHG emissions Current negative impactDirect emissions associated with the company fleet, fuels and operational mobility.
Climate change
mitigation Scope 2 GHG emissions Current negative impactIndirect emissions from purchased electricity used for offices, operating infrastructure, IT systems and digital services.
Climate change
mitigation Scope 3 GHG emissions Current negative impactValue-chain emissions arising from hardware, software, technology vendors, logistics, travel, commuting, and the use and end-of-life treatment of products sold.
Climate change
mitigation Transition risks Economic and reputational risk Regulatory developments, stakeholder pressure and demand for low-carbon solutions may generate compliance costs, loss of competitiveness or reputational impacts.
Climate change
mitigation N/A Economic risk Exposure of sites, logistics, suppliers, customers and business continuity to physical climate risks and operational disruption.
Climate change
adaptation Physical climate risks Economic risk Extreme weather events may affect infrastructure, the supply chain, logistics, service availability and business continuity.
Energy N/ACurrent negative impactElectricity consumption associated with offices, IT infrastructure, cloud services, data centres, digital platforms and operating activities.
Energy Energy efficiency Economic opportunity Reduction of consumption and operating costs through energy-efficiency measures at sites, across digital infrastructure, in IT services and in operating processes.
Energy Renewable
energy Economic and
reputational
opportunityUse of renewable energy and development of technological solutions supporting customers’ energy transition.
Energy Energy-transition
opportunities Economic
opportunityGrowing demand for digital solutions for energy efficiency, renewable energy, storage, energy management and circular models.
Energy Green solutions as a positive impact Potential positive impact Green technologies and services may help reduce customers’ energy consumption, emissions and environmental impacts.
136 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportAs part of the double materiality assessment, the Group preliminarily identified certain physical and transition risks associated with climate change that could affect its activities and reputation, although not to a significant extent. The resilience of the Group’s strategy and business model to climate change was analysed in the Sesa Group’s Climate-related Risks and Opportunities Report (TCFD), which includes an assessment of the principal climate-related risks and opportunities, climate-
scenario analysis and the related effects on the resilience of the business model. The Report will be progressively updated and further developed, including through an analysis of physical climate risks affecting the properties used by the Group, in order to strengthen the assessment of the resilience of its activities. The resilience of the strategy and business model to climate change was assessed through a scenario analysis that considered the principal physical and transition risks and the related climate opportunities, evaluating their potential effects on the Group’s activities over different time horizons. The analysis supported the assessment of the resilience of the business model to climate change. For a description of the methodology applied, the scope of the analysis, the scenarios considered and the principal findings, see the TCFD Report available on the Group’s corporate website.
The qualitative assessment considered, in particular:
• physical risks, such as air temperature, extreme heat, storms, heavy rainfall, flooding and drought, with potential impacts, for example, on energy costs, asset protection and
business continuity;
• transition risks, including potential future regulatory changes associated with the ongoing transition to a decarbonised economy, such as legal and financial risks arising from non-compliance with performance standards, with potential impacts on plant technologies and compliance and energy costs.
Among physical risks, the Group identified a possible economic risk arising from the impact of heatwaves on workforce productivity.
This could require adaptation measures such as strengthening office cooling systems. The Group also identified an economic risk from extreme climate-related events affecting Group assets in higher-risk areas, which could lead to increased insurance costs.
However, given the limited environmental impact of the Group’s activities, these risks were not considered material.
As regards transition risks, the Group identified a possible, limited economic and reputational risk associated with failure to adopt a climate change adaptation plan, as required by the EU Taxonomy Regulation and by ESG ratings. In addition, higher electric-vehicle prices could increase the cost of expanding the proportion of hybrid and electric vehicles in the corporate fleet.
Other transition risks include volatility in the price of energy required for operations and the need for greater investment in energy-efficiency solutions at Group-owned sites. Lastly, failure to implement energy-efficiency solutions in offices not owned by the Group could result in higher energy costs. The Group monitors and manages these impacts and risks through targeted actions designed to reduce negative impacts, together with the environmental policies already in place. In view of the limited environmental impact of the Group’s activities, these risks have not, to date, been considered material.
The Group also identified a potential positive climate-related impact from the sale of sustainable IT solutions that may reduce customers’ energy consumption and GHG emissions. These solutions do not, however, currently account for a material proportion of Group turnover, as reported in the EU Taxonomy disclosure above.
Sesa also recognises that climate change presents a complex challenge. Potential future regulatory changes and increasingly extreme and unpredictable weather events affect the planet and society and may have long-term repercussions for a range of sectors and companies. Sesa therefore recognises a potential physical and transition risk associated with climate change over the long term and will continue to monitor that potential risk in future years.
In the short and medium term, taking account of the sector in which the Group operates, Sesa has currently classified climate change as a low risk, with no tangible or material effects on business operations.
In coordination with its ESG manager, the Group monitors changes in legislation and standards and has set environmental targets as part of its sustainability strategy. To strengthen the capacity of its corporate strategy to adapt to climate-related phenomena, including over the long term, Sesa implements measures such as purchasing renewable electricity, installing photovoltaic panels and carrying out specific energy-efficiency projects. The Group has also updated its “All-Risk Property” insurance policies to cover direct and indirect losses and provide protection against potential shutdowns or interruptions to operating activities.
137 www.sesa.it Consolidated Sustainability ReportE1-2: POLICIES RELATED TO CLIMATE CHANGE
MITIGATION AND ADAPTATION
Climate change and the appropriate management of environmental matters have long been a focus for the Sesa Group.
This was formally confirmed in 2021 through the introduction of the Group Environmental Policy, which established the guiding principles for managing the Group’s environmental impacts. Subsequently, in an increasingly complex regulatory environment, the Group strengthened its framework by introducing policies addressing a broad range of ESG matters, from the Social Responsibility Policy to the Gender Equality Policy. More specifically, through the Environmental Policy and the Code of Ethics, the Group undertakes to manage its activities correctly and carefully in relation to the environment and to promote environmental responsibility towards its stakeholders, consistently with the commitments arising from its participation in the UN Global Compact and in alignment with the United Nations Sustainable Development Goals (SDGs). The Environmental Policy applies to Group companies and guides the conduct of business activities, promoting consistent behaviour in relations with key stakeholders and throughout the value chain. Ultimate responsibility for its implementation lies with the Chief Executive Officer, supported by the Chief Sustainability Officer and the relevant corporate functions. The Environmental Policy and the Code of Ethics are publicly available on the Group’s corporate website.
Sesa promotes the responsible use of resources and the search for innovative energy-saving solutions. Group companies are committed to minimising the consumption of natural resources such as electricity. To formalise and implement this commitment, Sesa adopted a Group Environmental Policy and introduced an Environmental Management System certified in accordance with UNI EN ISO 14001:2015.
Sesa has not, however, adopted a specific policy for managing its material impacts, risks and opportunities relating to climate change mitigation and adaptation. Over the coming years, the Group will consider adopting a dedicated policy to manage these impacts, risks and opportunities. That decision will take account of the development of its business, an in-depth assessment of physical and transition risks, and the dynamics of its value chain. This approach will enable the Group to gain a better understanding of the strategic and operational implications and to take targeted, effective action. E1-3: ACTIONS AND RESOURCES IN RELATION TO
CLIMATE CHANGE POLICIES
Although the following actions do not derive from a specific climate change policy, they have been implemented with the aim of contributing to the mitigation of the Group’s negative climate-
related impacts.
Self-generation of electricity - Photovoltaic systems: The Sesa Group directly generates part of the electricity it uses through owned photovoltaic systems. Continuing the investments begun in 2021, Sesa installed additional solar panels at the Empoli Technology Campus and intends to expand capacity further at other Group sites. As of April 30, 2026, the photovoltaic systems had generated 1.0 million kWh during the year, an increase of 7.8% year on year. They also avoided approximately 211 tCO2e of location-based Scope 2 emissions, equal to approximately 8% of the Group’s total Scope 2 emissions.
Purchase of electricity - Contracts backed by Guarantees of Origin: Consistent with the approach followed in each year since 2022, the Sesa Group purchased Guarantees of Origin (GOs) for electricity generated from renewable sources. The Guarantees of Origin cover more than 90% of the Group’s total electricity consumption. This action reduced market-based Scope 2 emissions by approximately 95%, reflecting the lower emissions associated with generating electricity from renewable sources compared with the residual mixes of the relevant countries.
Business Units dedicated to Digital Green VAS - Enabling the green and digital transition: Established in 2021 following the acquisition of P.M. Service S.r.l. and further strengthened in 2024 through the acquisition of GreenSun S.r.l., the Digital Green VAS Sector offers solutions, technologies and services supporting environmental sustainability and the green and digital transition. The Sector also includes Service Technology S.r.l., which provides management and refurbishment solutions for IT products and technology fleets. In the year ended April 30, 2026, the company refurbished more than 50,000 personal computers, corresponding to approximately 100 tonnes of hardware and estimated savings of around 5 tonnes of CO2, equivalent to approximately 150 mature trees. Overall, the Sector contributes indirectly to reducing GHG emissions through the products and services it sells.
SSI Sector: During the year, Var Group further strengthened its offering of services for digitising and monitoring the consumption
138 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportof natural resources, supporting the optimisation of production processes from an environmental-sustainability perspective. In addition, following the establishment of the SustainIT Business Unit in 2024, a dedicated competence centre was created to support customers in adapting structures, processes and platforms to ESG regulatory developments.
Additional actions implemented or planned by Sesa for the coming financial years to reduce emissions and optimise energy
consumption include:
• energy-efficiency improvements at certain sites, for example through the installation of LED lighting;
• application of the Environmental Policy guidelines to reduce and monitor the environmental impact of Group activities;
• development and implementation of monitoring infrastructure to strengthen ESG data quality, building on the project launched in late 2023 to map the principal non-financial KPIs;
• ongoing training for the Group’s people on climate and environmental matters, continuing the extensive programme begun in 2021, which also addresses material climate-change topics.
As the Group has not yet defined a decarbonisation plan, it has not allocated specific financial resources for future actions to reduce GHG emissions. Further information on investments made, including CapEx and OpEx, is provided in the EU Taxonomy disclosure above.
E1-4: TARGETS RELATED TO CLIMATE CHANGE MITIGATION AND ADAPTATION
During 2025, Sesa developed its Sustainability Plan for the two-year period 2026-2027 with the aim of integrating ESG matters into the strategic vision set out in the Group Business Plan in a structured and consistent manner. In its first edition, the Plan was prepared by the Sustainability Operating Committee and then submitted for assessment and review to the Board Sustainability Committee. It is a dynamic planning and guidance tool designed to evolve over time through periodic updates reflecting emerging priorities and the assessments made by the internal bodies responsible for sustainability governance. Following completion of the preparation and review process, the Plan was approved by Sesa’s Board of Directors on July 17, 2025. The Plan was renewed during FY 2026.
The Sustainability Plan sets out the strategic targets, action areas and principal initiatives that the Group intends to implement in 2027-2028 across environmental, social and governance matters, consistently with the principles and requirements of the CSRD and the European Sustainability Reporting Standards (ESRS). It provides operational guidance for integrating ESG factors into business activities and creating sustainable value over the medium to long term.
The targets above were defined to support the transition towards a more sustainable business model and are closely linked to the Group Environmental Policy, which identifies actions supporting their achievement. Responsibility for implementing the Sustainability Plan and the related Group Environmental Policy is shared among several functions. These functions contribute to the aggregation and analysis of environmental data and, on the basis of the impacts assessed, define the initiatives to be proposed. The targets shown in the table, which are an extract from the Sesa Group Sustainability Plan, are intended to reduce climate-changing emissions attributable to the Group’s operations, particularly Scope 1 and Scope 2 emissions. To achieve this target, the Group plans to:(1). increase the self-
generation of electricity through owned photovoltaic systems; (2). increase the proportion of hybrid or electric company cars made available to employees and raise awareness of the efficient use of those vehicles to reduce fuel consumption; (3). continuously monitor corporate assets to identify possible energy-efficiency or electrification measures; and (4). maintain and extend its policies for purchasing electricity from renewable sources.
These measures are expected to deliver a 5% reduction in Scope 1 and Scope 2 location-based emissions by 2028 compared with the 2026 baseline. The organizational boundary of this target includes all consolidated Group companies. In addition, as of April 30, 2026, 95% of purchased electricity came from renewable sources, and the target for 2027-2028 is to increase this share to more than 97%.
139 www.sesa.it Consolidated Sustainability ReportThe Group defined its emissions-reduction targets using a structured methodology; at present, however, they are not explicitly aligned with a pathway limiting global warming to 1.5°C in accordance with the Paris Agreement. In defining its targets, Sesa used internationally recognised methodologies, including those established by the Greenhouse Gas Protocol. The Group is also considering variables that could affect target achievement, including regulatory developments, technological innovation and changes in market demand. Should significant changes arise from external factors, the Group will reassess and adjust its targets in a manner consistent with the evolving context and decarbonisation best practice. The Group has also defined a structured, progressive process for reporting Scope 3 emissions.
From the next financial year, once the calculation methodology has been consolidated, it will assess whether to establish a specific Scope 3 reduction target. The use of carbon credits or other offsets is not currently planned.
E1-5: ENERGY CONSUMPTION AND MIX
During the year ended April 30, 2026, the Group continued to monitor energy consumption at its operating sites in order to provide stakeholders with the most complete and transparent possible overview of its energy performance. As in previous years, Data Centre operations and office lighting accounted for the largest share of the Group’s energy consumption. The remaining consumption mainly arose from fuels used by the company car fleet and, to a lesser extent, natural gas used to heat the sites. The primary data used in the energy-consumption table were obtained from electricity and natural-gas bills for the reporting period and from records of fuel supplied to company cars, including diesel, LPG and petrol. Where electricity-consumption data were not available, consumption was estimated using average consumption and weighted in proportion to the employees working at each site. The use of estimates was immaterial relative to total consumption. As shown in the “Energy consumption and mix” table, total energy consumption increased by 1.9% in the year ended April 30, 2026, from 37,651.7 MWh to 38,367.8 MWh. This was mainly attributable to the Group’s growth in size and the expansion of its activities. At the same time, energy from renewable sources increased to 12,682.9 MWh from 12,378.0 MWh in the previous year, and its share of total consumption rose from 32.9% to 33.1%. Consequently, the share of fossil energy decreased from 67.1% to 66.9%, confirming the progressive improvement in the energy mix in favour of renewable sources. Area ESRS KPI UoMBaseline
as of
04/30/2026 Target Principal actions SDGs Environment – ESRS E1 – Climate Change Environment E1-5: Energy
consumption
and mix Supply of low-
impact, 100%
renewable
electricity Green kWh / total kWh 95%*2027/2028: >97% of total energy
consumption
(threshold) Increase the number of 100%
renewable
electricity contracts SDGs 7 and 13
E1-6: Total
GHG emissions
(Scope 1 + 2) Scope 1 and 2
emissions per
employee tCO2e/
employee 0.95**2027: -2% vs 2026;
2028: -3% vs 2027 New 100%
renewable
electricity
contracts; increase
self-generation
of renewable
electricity SDGs 7 and 13
E1-6: GHG
emissions
intensity Total GHG
emissions relative
to net revenue tCO2 Eq/€ 1.75***2027: -2% vs 2026;
2028: -3% vs 2027 New 100%
renewable
electricity
contracts; increase
self-generation
of renewable
electricity SDG 132027-2028 Targets
* The share of renewable energy, stated as approximately 95% of total energy consumption, includes the cancellation of Guarantees of Origin by the supplier Hera, equal to 89.7% of total consumption; self-generated photovoltaic electricity of 1 million kWh, equal to 8.7% of total consumption; and a residual share of renewable electricity estimated from utility bills, equal to 1.6% of total consumption. This figure is not directly comparable with the previous year’s target, as the conversion factor used to estimate the residual share of green energy from bills has been updated and made more accurate. The current methodology is based on the average percentage of green energy recorded for each contract in the relevant bills, with the factor having changed from 41.20% to 10.32%. Had the previous methodology been applied, the result for the current year would have been over 98%.
** Target achieved, as a 2% reduction in emissions was forecast for 2026 (0.97 tCO2 Eq/HR).
*** Target achieved, as a 2% reduction in emissions was forecast for 2026 (1.76 tCO2 Eq/€).
140 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportEnergy consumption and mix (MWh)29April 30, 2026 April 30, 2025 Fuel consumption from coal and coal products - -
Fuel consumption from crude oil and petroleum products 22,702.02 21,787.56 Fuel consumption from natural gas 1,191.68 1,665.11 Fuel consumption from other fossil sources - -
Electricity consumption from fossil sources 1,791.16 1,821.00 Total energy consumption from fossil sources 25,684.86 25,273.67 Share of fossil sources in total energy consumption 66.9% 67.1% Energy consumption from nuclear sources - -
Share of nuclear sources in total energy consumption - -
Fuel consumption from renewable sources, including biomass, biogas and renewable hydrogen 188.41 -
Purchased electricity, heat, steam and cooling from renewable sources 11,406.07 11,368.14 Self-generated renewable energy not requiring fuel 1,088.44 1,009.86 Total energy consumption from renewable sources 12,682.93 12,378.00 Share of renewable sources in total energy consumption 33.1% 32.9% Total energy consumption 38,367.78 37,651.67 29. The energy consumption reported also includes consumption relating to entities not directly included in the reporting scope but subject to the Group’s operational control. Because operating sites are shared with companies within the reporting scope, these values are included in the total energy consumption reported. DEFRA 2026 conversion factors were used to convert energy consumption into MWh for the 2026 reporting period, and DEFRA 2025 factors were used for the 2025 reporting period.
141 www.sesa.it Consolidated Sustainability ReportE1-6: GROSS SCOPE 1, SCOPE 2 AND SCOPE 3 GHG EMISSIONS AND TOTAL GHG EMISSIONS The Group’s greenhouse gas emissions are characteristic of an office-based organisation and are mainly attributable to electricity purchased from third parties, fossil fuels used for business travel and, to a lesser extent, heating. Emissions from Sesa’s activities are therefore limited and associated with conventional assets such as electrical and heating systems. In reporting its emissions, the Sesa Group applied the five principles of relevance, completeness, consistency, transparency and accuracy set out in the GHG Protocol Corporate Accounting and Reporting Standard, balancing them in accordance with its reporting targets. This section
reports:
• Scope 1 emissions: direct emissions from sources owned or directly controlled by Sesa, including emissions from heating operating sites and from fuel used by company vehicles;
• Scope 2 emissions: indirect emissions from electricity consumption, calculated using both the market-based and location-
based methods;(31)
• Scope 3 emissions: indirect emissions associated with purchased goods and services, business travel and employee commuting, upstream fuel- and electricity-related activities, water consumption and waste disposal.
Total GHG emissions (in tCO2eq) April 30, 2026 April 30, 2025 Direct GHG emissions - Scope 1 5,588.5 5,755.4 Indirect GHG emissions - Scope 2, location-based 2,560.8 4,429.6 Indirect GHG emissions - Scope 2, market-based 752.6 765.2 Total Scope 1 and 2 GHG emissions, location-based 8,149.3 10,185.0 Total Scope 1 and 2 GHG emissions, market-based 6,341.1 6,520.5 The table below presents the Sesa Group’s 2026 greenhouse gas (GHG) emissions.
31. Under the applicable legislation, sectors with a high climate impact are those listed in sections A to H and section L of the NACE classification (as defined in Commission Delegated Regulation (EU) 2022/1288).
31. The market-based method requires GHG emissions arising from purchased electricity and heat to be determined using supplier-specific emission factors or, where unavailable, the national or subnational residual mix. In particular, for the 2026 reporting year the Group used the conversion factor derived from the AIB Residual Mix. A zero Scope 2 emission factor is assigned to purchased electricity from renewable sources. By contrast, the location-based method accounts for emissions from electricity consumption using average national emission factors; ISPRA conversion factors were used for 2026. Biogenic CO2 emissions - carbon dioxide released into the atmosphere through the combustion or decomposition of organic material such as biomass
- are not included because they are not applicable to Sesa. Energy intensity ratio in high climate-impact sectors30 Under Commission Delegated Regulation (EU) 2022/1288, almost all companies consolidated by the Sesa Group fall within sectors described as “high climate-impact sectors”. In particular, the Group refers to “Information and communication” activities in NACE Section J and “Professional, scientific and technical activities” in NACE Section M, with particular emphasis on “Computer programming and consultancy activities” in NACE class 62. Energy intensity is therefore calculated using the Group’s total energy consumption and total revenue, as also reported in Note 7, “Revenue”, in the section containing the consolidated financial statements and related notes to the Annual Report.
Energy intensity ratio (MWh/€ million) April 30, 2026 April 30, 2025 Total energy consumption from activities in high climate impact sectors (MWh) 38,367.8 37,651.7 Net revenue from activities in high climate impact sectors (€ million) 3,620.8 3,273.1 Energy intensity ratio 10.6 11.5
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportGHG intensity per net revenue (in tCO2eq/Euro million) April 30, 2026 April 30, 2025 Total Scope 1, 2 and 3 GHG emissions, location-based (tCO2e) 534,371.9 485,629.5 Total Scope 1, 2 and 3 GHG emissions, market-based (tCO2e) 532,563.7 481,965.0 Net revenue (Euro million) 3,620.8 3,273.1 Total location-based GHG emissions per net revenue (tCO2e/Euro million) 147,6 148,4 Total market-based GHG emissions per net revenue (tCO2e/Euro million) 147,1 147,2The market-based Scope 2 emissions figure of 752.6 tCO2e was calculated taking account of the Guarantees of Origin relating to energy consumption.
During the year, the Group improved both its direct and indirect emissions performance. Scope 1 emissions decreased by 2.9%, from 5,755.4 tCO2e to 5,588.5 tCO2e. Market-based Scope 2 emissions decreased by 1.64%, from 765.2 tCO2e to 752.6 tCO2e, reflecting the increased use of electricity from renewable sources. As a result, total market-based Scope 1 and Scope 2 emissions fell by 2.8% year on year to 6,341.1 tCO2e. Total location-based Scope 1 and Scope 2 emissions also improved notably, decreasing by 20.0% from 10,185.0 tCO2e to 8,149.3 tCO2e and confirming the Group’s continuing progress in energy efficiency and reducing its emissions impact.
Scope 3 emissions increased by 10.7% from 475,444.5 tCO2e to 526,222.6 tCO2e. This increase was mainly attributable to the expansion of the Group’s reporting scope and the growth of its operations during the year. In particular, it reflects the increase in headcount, the expansion in the number of operating sites and revenue growth. These factors led to a higher volume of purchased goods and services and higher emissions associated with business activities, including employee commuting. The increase was therefore consistent with the development of the consolidation scope and the growth of the business, rather than a deterioration in the emissions intensity of the Group’s activities.
As shown below, the increase in absolute emissions was accompanied by an improvement in emissions-intensity indicators. Net revenue increased by 10.6%, from Euro 3,273.1 million to Euro 3,620.8 million, while GHG emissions intensity decreased from 148.4 to 147.6 tCO2e per Euro million under the location-based approach and from 147.2 to 147.1 tCO2e per Euro million under the market-
based approach. This indicates that the increase in total emissions was broadly proportionate to business growth and that the Group’s relative emissions performance improved. Total Scope 3 GHG emissions (tCO2e) 526,222.6 475,444.5 1. Purchased goods and services 515,750.2 466,758.7 2. Capital goods 1,710.9 1,522.1 3. Fuel and energy-related activities (not included in Scope 1 or Scope 2 emissions) 1,859.3 2,026.5 7.Employee commuting 6,902.2 5,137.3 Total Scope 1, Scope 2 and Scope 3 GHG emissions (location-based) 534,371.9 485,629.5 Total Scope 1, Scope 2 and Scope 3 GHG emissions (market-based) 532,563.7 481,965.0
143 www.sesa.it Consolidated Sustainability ReportEmission factors and methodology Sesa does not include GHG emissions from associates and other companies in its upstream and downstream value chain, applying the operational-control reporting principle in accordance with paragraphs 62 to 67 of ESRS 1. Any future material change in the definition of the Sesa Group and its upstream and downstream value chain will be disclosed, together with an explanation of the effects on the comparability of reported GHG emissions. The identification of emission sources was guided in particular by the corporate strategy, whose target is to identify and understand the risks and opportunities associated with emissions throughout the value chain, set reduction targets, monitor performance and improve the information provided to stakeholders, thereby enhancing reporting transparency. The reporting boundary used to calculate all emissions covers the entire Group and is consistent with the consolidation scope of the consolidated financial statements. Where primary data were unavailable, estimates were based on prior-year data or defined allocation criteria, for example the number of employees working at each operating site.
The following emission factors and approaches were used to calculate emissions of carbon dioxide, nitrous oxide and methane (CO2, N2O and CH4):
Direct emissions - Scope 1:
• For emissions from heating sites with natural gas and from fuel used by owned and leased company cars, the Group used the 2026 conversion and emission factors issued by the UK Department for Environment, Food & Rural Affairs
(DEFRA);
• Emissions were consolidated using the operational-
control approach. In particular, emissions from fuel used by leased vehicles are reported in Scope 1 under the operational-control principle, whereby emissions from assets over which Sesa can exercise control are treated as direct emissions;
• Potential F-gas emissions from leaks associated with air-
conditioning and cooling equipment are excluded from direct emissions because they are considered negligible. Indirect emissions - Scope 2, location-based:
• For emissions from electricity purchased from national grids and electricity consumed by electric vehicles, the Group used the 2026 factors issued by ISPRA;
• Emissions were consolidated using the operational-
control approach.
Indirect emissions - Scope 2, market-based:
• Supplier-specific emission factors were used for supply contracts backed by renewable sources;
• The gas used for calculating emissions is carbon dioxide equivalent.
Indirect emissions - Scope 3:
• A range of emission factors from recognised databases and scientific sources was used to calculate the different categories, including AIB, CP Calculation, DEFRA, Ecoinvent 3.10, Ecoinvent 3.11, IPCC and Mobitool 2.1;
• Where quantitative data were unavailable, the economic value in Euro associated with the purchase of the relevant product or service was used;
• Data were mainly extracted from corporate systems and multiplied by emission factors from internationally recognised databases. No supplier- or partner-specific data were used;
the Group therefore relied on estimation methodologies contemplated by the GHG Protocol guidance.
The following GHG Protocol categories were included:
• Category 1 - Purchased goods and services;
• Category 2 - Capital goods;
• Category 3 - Fuel- and energy-related activities not included in Scope 1 or Scope 2: emissions associated with the extraction, refining and transport of fuels before combustion, including gas and diesel for heating and diesel and petrol for company vehicles, as well as upstream emissions associated with electricity consumption;
• Category 5 - Waste generated in operations: emissions arising from waste disposal, reported as zero because all waste is managed through the applicable disposal channels;
• Category 7 - Employee commuting: emissions associated with travel between employees’ homes and workplaces and emissions relating to remote working.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportScope 1 and 2 The chart below provides a breakdown of the Group’s total Scope 1 and Scope 2 greenhouse gas (GHG) emissions by emission source.The following Scope 3 categories were excluded from the inventory:
• Category 4 - Upstream transportation and distribution: not calculated separately because it is already included in Categories 1 and 2 through the emission factors selected;
• Category 6 - Business travel: excluded due to the unavailability of data; the Group intends to include the category in the next
financial year;
• Category 8 - Upstream leased assets: excluded because it is not applicable to the Sesa Group’s business model;
• Category 9 - Downstream transportation and distribution: excluded due to the unavailability of data; the Group intends to include the category in the next financial year;
• Category 10 - Processing of sold products: excluded because it is not applicable to the Sesa Group’s business model;
• Category 11 - Use of sold products: excluded due to the unavailability of data; the Group intends to include the category in the next financial year;
• Category 12 - End-of-life treatment of sold products: excluded due to the unavailability of data; the Group intends to include the category in the next financial year;
• Category 13 - Downstream leased assets: excluded because it is not applicable to the Sesa Group’s business model;
• Category 14 - Franchises: excluded because it is not applicable to the Sesa Group’s business model;
• Category 15 - Investments: excluded because it is not applicable to the Sesa Group’s business model.
65.8%
0.1%2.7%31.4%
Scope 1 and Scope 2 CO2e emissions (location-based) by source as of April 30, 2026Electricity, location-based
Natural gas
Generators
Fuel
145 www.sesa.it Consolidated Sustainability ReportScope 3 CO2e emissions by category as of April 30, 2026 1.08%0.32%
98.17%0.43%Category 1
Category 2
Category 3
Category 7
4.3. Social information ESRS S1 - Own workforce
ESRS 2 SBM-2: INTERESTS AND VIEWS OF STAKEHOLDERS
The Sesa Group regards its stakeholders as a broad group of internal and external parties, each with distinct interests and perspectives. Among them, human resources play a fundamental role, as they are a key factor in achieving business targets and shaping strategic decisions.
The active involvement of people in the business strategy is essential to achieving the Group’s sustainable-development targets.
The Group promotes an open and transparent working environment through structured engagement initiatives that encourage continuous dialogue and direct participation in business projects. Further details are provided in the “General information” chapter, under “ESRS 2 SBM-2 - Interests and views of stakeholders”.
The Sesa Group is strongly committed to ensuring a fair and inclusive working environment. The Group Code of Ethics ensures that all activities are conducted in compliance with the law, within a framework of fair competition and with due regard for customers’ Scope 3 The Scope 3 calculation covers greenhouse gas emissions that are not under the Group’s direct control but are indirectly associated with Sesa’s value chain, particularly activities upstream of the Group’s operations. The Scope 3 information is subject to greater inherent limitations than the Scope 1 and Scope 2 information because of the limited availability and relative accuracy of the quantitative and qualitative value-chain information used to determine Scope 3 emissions.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportThematic
ESRS Material matter
(sub-topic) Sub-level
(sub-sub-
topic) IRO type Description of the impact, risk or opportunity Social – ESRS S1 – Own workforce
ESRS S1 -
Own workforceWorking
conditions Occupational
health and
safety Potential
negative impact Operating and digital activities, mobility and work-related stress may have potential impacts on the physical and mental health of the Group’s own workforce.
Working
conditions Secure
employment Current positive impact Secure employment, continuity of contracts and established career paths support job security, engagement and the development of internal skills.
Social dialogue N/ACurrent positive impact Social dialogue and people engagement support change management, organizational integration and the workplace climate.
Social dialogue Freedom of
association Potential
negative impact Weak safeguards for freedom of association may have adverse effects on workers and give rise to organizational tensions and reputational risks.
Equal treatment
and opportunities
for all Diversity and inclusion Potential positive impactAn inclusive culture and recognition of diversity may improve access to talent, engagement, innovation and reputation.
Equal treatment
and opportunities
for all Gender
equality Potential
negative impactGender imbalances in technology and management roles may limit equal opportunities, professional development and inclusion.
Equal treatment
and opportunities
for all Inclusion of
persons with
disabilitiesPotential
negative impactOrganizational, physical or digital barriers may limit the full inclusion, accessibility and equal opportunities of persons with disabilities.
Other work-
related rightsHarassment
and violence at
workPotential
negative impactHarassment, violence or disrespectful behaviour may impair well-
being, psychological safety and the workplace climate.
Training
and skills
developmentN/APotential positive
impactContinuous training in digital, cyber, cloud, AI and software skills supports employability, service quality and innovation. needs and the legitimate interests of employees, shareholders, partners and the communities in which Group companies operate.
The Group also offers a broad range of welfare initiatives aimed at well-being and work-life balance, updated each year to respond to people’s actual needs.
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY
AND BUSINESS MODEL
The Group has identified a number of actual and potential positive and negative impacts, as well as possible risks and opportunities, relating to its own workforce.
Impacts
Sesa’s strategic approach and business model focus closely on impacts relating to employees’ physical and mental well-
being. Initiatives designed to improve work-life balance, together with corporate welfare schemes, demonstrate the Group’s continuing commitment to creating a stimulating, healthy and motivating working environment. Investment in continuous training is another key element of the human-resources development strategy. Employees’ access to refresher courses and technical skills-
development programmes enables the Group to respond effectively to business requirements. Given the nature of the business, potential negative impacts may arise. The Group manages and prevents them through specific policies and dedicated mitigation measures.
Material impacts, risks and opportunities relating to own workforce
147 www.sesa.it Consolidated Sustainability ReportRisks and opportunities The Sesa Group’s growth is closely linked to the skills of its people. Investment in training not only enhances employees’ capabilities, but also strengthens the Group’s competitive position in the sector, creating a virtuous cycle of growth and innovation. Increasing competition in the IT-services sector creates an economic risk associated with the need to raise salaries in order to attract and retain talent. In this respect, the ability to offer a comprehensive corporate welfare plan and a working environment founded on diversity, inclusion and well-being represents an opportunity for the Group and helps mitigate that risk. The low proportion of women in the sector may result in less diversity within the organisation and a wider gender pay gap. To address this, the Group invests in partnerships with universities and in specific inclusion projects, and monitors its internal gender pay gap annually. All Sesa workers, including other collaborators, are covered by the disclosures under ESRS 2. In particular, the workforce in Italy and abroad comprises employees, self-employed workers and trainees. The workforce is defined as all people who have a working or collaborative relationship with Group companies.
The impacts, risks and opportunities described above apply in all countries in which Sesa operates and to all categories of workers.
Thematic
ESRS Material matter
(sub-topic) Sub-level
(sub-sub-
topic) IRO type Description of the impact, risk or opportunity Social – ESRS S1 – Own workforce
ESRS S1 -
Own workforceWorking
conditions Talent
attraction and
retention Economic risk Competition for digital, cloud, cyber, AI and software skills may make it more difficult to attract and retain talent and ensure project continuity .
Working
conditions Corporate
welfare Economic and
reputational
opportunity Welfare, well-being and work-life balance policies may improve engagement, retention and organizational attractiveness.
Working
conditions Working time Social and
organizational
risk Flexibility, on-call duties, workloads and project activities may affect work-
life balance, stress levels and the quality of work.
Working
conditions Adequate
wages Economic risk Competitive pressure in the IT market may increase labour costs and make it more difficult to retain qualified professionals.
Social dialogue Collective
bargaining Regulatory
and
reputational
risk Inadequate management of collective agreements and industrial relations may give rise to compliance risks, disputes and social tensions.
Equal
treatment and
opportunities
for all Gender pay gap Economic risk Pay gaps may give rise to compliance risks, disputes, loss of trust and reduced attractiveness to talent.
Other work-
related rightsEmployee
privacyRegulatory
and
reputational
riskDigitalised HR processes, internal systems and monitoring tools entail risks of improper processing of personal data.
Training
and skills
developmentReskilling
in AI and
automationEconomic
and social
opportunityReskilling and upskilling in AI and automation may improve productivity, role adaptability and competitiveness.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportSesa has not identified any material widespread or systemic negative impacts, as the Group operates mainly in Europe, where the risk of child or forced labour is extremely limited and the working environment and conditions are regulated by applicable local legislation. In addition, the rights of groups at risk are protected by the Code of Ethics and the Social Responsibility Policy, which govern equal-opportunity matters. No material negative impacts associated with individual incidents were identified.
S1-1: POLICIES RELATED TO OWN WORKFORCE
In a competitive environment characterised by the continuous and profound transformation of business models, an increasingly dynamic national and international context and exponential technological change, Sesa recognises that developing people’s skills is indispensable to meeting market challenges successfully.
By developing professional expertise, promoting talent and aligning people’s skills with the evolution of organizational roles, the Group can transform itself and maintain and strengthen its competitiveness. This integrated and strategic approach to people management is regarded as a fundamental pillar of Sesa’s long-
term success. The Group pays the utmost attention to creating a stimulating and safe working environment that fosters the well-
being of its people.
In line with the principles of the UN Global Compact, the United Nations Guiding Principles on Business and Human Rights, the Universal Declaration of Human Rights, the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational Enterprises, the Sesa Group is committed to respecting fundamental human rights and workers’ rights in all countries in which it operates, both in conducting its own activities and in its relations with third parties. It condemns all forms of forced labour and child labour and promotes respect for labour rights. Compliance with these principles is supported by the Code of Ethics, the Organisation, Management and Control Model pursuant to Italian Legislative Decree No. 231/2001, the whistleblowing system, and internal-control and supplier-management processes, which help monitor compliance with the principles adopted and manage any violations.
The following policies and measures have been implemented to address material impacts on the Group’s own workforce, taking account of the related risks and opportunities. Their implementation is the responsibility of the Chief Executive Officer, supported by the Chief Sustainability Officer and the relevant corporate functions:
• Environmental Policy;
• Whistleblowing Policy;
• Code of Ethics;
• SA8000 and UNI/PdR 125 certifications;
• Gender Equality Policy;
• Health and Safety Policy;
• Human Rights Protection Policy;
• Social Responsibility Policy; and • Training and continuous-learning plan.
The Environmental Policy expressly sets out Sesa’s commitment to promoting respect for workers’ rights and ensuring decent, respectful and safe working conditions. Sesa also adopts a proactive approach to stakeholder engagement, beginning with its own workers, in order to identify and address potential human-rights impacts. It is committed to monitoring actual and potential negative impacts and, where any arise, the corrective measures adopted to prevent and/or remedy them.
The Group’s whistleblowing system allows reports to be made concerning matters covered by the Group Code of Ethics, including human rights. It therefore provides a secure and confidential channel through which possible violations or concerns regarding the protection of the fundamental rights of the Group’s own workforce may be raised. The Group’s HR strategy reflects its rapid business growth and its aim of further consolidating Sesa’s leadership in the IT market. In line with the Code of Ethics and the Sustainability Policy, the Gender Equality Policy was formalised and approved in 2024, reinforcing the importance Sesa places on an impartial, fair and inclusive working environment.
The Code of Ethics places great importance on human resources, regarding them as a primary asset for achieving business targets. It promotes consistently high internal professional standards, full and continuing compliance with the legislation in force in the countries in which the Group operates, and the conduct of activities in accordance with principles of consistency, transparency and control. Through its SA8000 and UNI/PdR 125 certifications, Sesa aims to ensure working conditions that meet the highest international standards. The principles underlying the two certifications guide Group practices by promoting respect for human rights,
149 www.sesa.it Consolidated Sustainability Reportequal opportunities, diversity and inclusion, and the prevention of all forms of discrimination and harassment. These principles are implemented through corporate processes and procedures governing human resources management, recruitment, training, professional development and reporting systems, designed to prevent, identify and address discriminatory conduct and to promote an inclusive working environment.
The Group-wide Gender Equality Policy is intended to ensure equal opportunities and equal treatment for all employees, irrespective of gender, and to promote an inclusive and respectful working environment. This translates into practical measures to combat stereotypes, close pay gaps, encourage women’s participation in leadership positions and prevent abuse and harassment.
The Group Social Responsibility Policy defines Sesa’s commitment to the community, the environment and its stakeholders, going beyond mere regulatory compliance. It sets out the values, strategies and ethical conduct that the company intends to adopt in order to contribute to a more sustainable society and strengthen its reputation.
Lastly, the Human Rights Protection Policy sets out the Group’s principles and commitments to promoting respect for fundamental human rights in its own activities and throughout the value chain. The Policy is designed to prevent and mitigate potential adverse human-rights impacts by promoting respect for human dignity, equal opportunities, non-discrimination, occupational health and safety, freedom of association, and the prohibition of forced and child labour, consistently with applicable legislation and the principal international standards.
S1-2: PROCESSES FOR ENGAGING WITH OWN
WORKFORCE AND WORKERS’ REPRESENTATIVES
ABOUT IMPACTS
People engagement is a pillar of the Sesa Group’s strategy, which seeks to promote a collaborative and stimulating working environment through numerous engagement initiatives.
Particularly important examples include company kick-offs, training and team-building events, and periodic meetings of teams and specialist areas. These opportunities for dialogue align people around common targets, strategies and future plans. They encourage active participation and the sharing of ideas, strengthen the sense of belonging and recognise employees’ direct contribution, as their perspectives influence Group decisions and activities.
Engagement activities are conducted with respect for human rights, as enshrined in the Code of Ethics and corporate policies, and with a commitment to ensuring fair and safe working conditions. Sesa’s Human Resources function has primary responsibility for engagement with employees. Sesa’s management periodically holds meetings with employees to provide updates and coordinate business activities, promote a culture of continuous improvement and strengthen people’s sense of belonging and motivation. Feedback and suggestions are collected after each meeting to assess participants’ experience and improve the effectiveness of engagement.
The Group also promotes continuous dialogue with workers and, where present, their representatives through the relevant corporate functions and the channels established by the organisation. Workers may also report needs, concerns or non-compliant conduct through dedicated corporate channels, including the whistleblowing procedure, which protects the confidentiality of the reporting person and safeguards against retaliation. Reports are handled by the relevant functions in accordance with corporate procedures. For a description of the whistleblowing system, see G1-1.
S1-3: PROCESSES TO REMEDIATE NEGATIVE
IMPACTS AND CHANNELS FOR OWN WORKERS TO
RAISE CONCERNS
Sesa’s operations are founded on the principles of legality, loyalty, honesty, integrity, fairness, transparency and efficiency.
The Group adopts internal policies and operating processes designed to prevent negative impacts on the well-being and safety of its workers. Sesa Group personnel and those working on the company’s behalf are encouraged to report any concern or grievance relating to harassment, suspected unlawful conduct or other issues, either directly to their manager or through the Group’s independent whistleblowing mechanism. The mechanism establishes the rules and communication channels for reporting, on a confidential basis, any violation, well-founded suspicion of a violation or conduct that does not comply with the Code of Ethics, internal policies and procedures - including the Model pursuant to Legislative Decree No. 231/2001 - or applicable laws and regulations.
Reports may be submitted through written or oral channels made available to personnel. To facilitate access to the system, the reporting procedure is available directly on the Group’s website. In addition to the digital channel, a dedicated
150 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reporttelephone service is available and calls are not recorded. The Group applies a strict policy to protect reporting persons. It also ensures that employees are aware of the available tools and how to access them through training during onboarding and periodic corporate communications.
To manage adverse effects on people’s health and safety, including work-related stress, the Group has included a psychological-support programme in its Welfare Plan and carries out an annual assessment of work-related stress in accordance with national legislation.
With regard to equal treatment , recruitment and selection are conducted through a transparent process designed to ensure the proper assessment of professional and behavioural skills.
The Group also continuously monitors its internal gender pay gap through periodic analyses and reports. The Group’s principal companies have already obtained UNI/PdR 125 gender-equality certification, confirming their commitment to reducing gender inequalities in business processes.
S1-4: TAKING ACTION ON MATERIAL IMPACTS
ON OWN WORKFORCE, AND APPROACHES TO
MANAGING MATERIAL RISKS AND PURSUING
MATERIAL OPPORTUNITIES RELATED TO OWN
WORKFORCE, AND EFFECTIVENESS OF THOSE
ACTIONS
The Sesa Group has defined and implemented measures to prevent, mitigate and, where necessary, remedy potential negative impacts on its people, while enhancing positive impacts and managing the related risks. Several corporate functions are involved in managing these matters, with a central role played by Human Resources, which coordinates with the other relevant functions to monitor and continuously improve the working environment, promote training, development and talent enhancement, and protect workers’ rights. The Group’s principal actions are described below.
Health and safety Protecting employees’ health and well-being is central to the Group’s commitment, which is aimed at ensuring safe and healthy workplaces and maintaining high standards of organizational well-being. Sesa ensures working conditions that respect human dignity and operates in full compliance with applicable occupational health and safety legislation, with particular reference to Italian Legislative Decree No. 81/2008.
For this purpose, the Group has adopted a structured framework designed to achieve continuous improvement in safety conditions, reduce occupational risks and promote workers’ health in accordance with the international ISO 45001 standard. This approach has enabled Group companies progressively to improve their health and safety performance.
At the reporting date, in addition to Sesa S.p.A., Var Group S.p.A., ICT Logistica S.r.l. and BDS S.p.A. had obtained ISO 45001 certification following audits by independent third-party bodies. Verification and control activities are carried out in accordance with international auditing principles. In particular, audits to maintain and improve occupational health and safety management systems are performed by qualified internal personnel in accordance with the ISO 19011 guidelines.
This ensures a structured and target assessment process and supports the continuous improvement of organizational performance.
Employee welfare and well-being The Sesa Group is continuously developing practical initiatives to support its people’s well-being through a broad-based Welfare Plan focused on distributing the value generated. Consistently with Sesa’s purpose, mission, principles and core values, the programme offers a wide range of services and measures designed to improve quality of life, support a better balance between professional and personal life, and promote people’s well-being.
• People’s well-being and work-life balance: initiatives promoting sport and personal well-being, including a dedicated digital well-being platform; contributions towards sporting activities; psychological and nutritional support services; health packages reimbursing medical expenses;
flexible benefits supporting household expenditure, culture, leisure and well-being; and corporate microcredit programmes providing access to subsidised financing.
• Parenthood, inclusion and diversity: support measures for different stages of family life, including a birth grant, babysitting services, nursery-school contributions, support for attendance at summer camps, and scholarships for purchasing school books and IT equipment. Inclusion and diversity initiatives also include financial support for healthcare and social assistance for family members with disabilities.
151 www.sesa.it Consolidated Sustainability Report• Environmental sustainability: contributions supporting sustainable mobility, particularly the use of public and electric transport, as well as E-Car and Bike Sharing programmes designed to reduce the consumption of natural resources and encourage environmentally responsible behaviour.
• Education: contributions for purchasing IT equipment;
scholarships for degree courses and university master’s programmes; support for textbooks and training programmes, including international Erasmus programmes.
The initiatives and services are accessible through an advanced technology platform that also includes a virtual assistant providing support to users. The Welfare Plan is additionally supported by Fondazione Sesa, a non-profit organisation established in 2014 by Sesa’s founding shareholders to promote social-
solidarity and philanthropic activities in the areas in which Group companies operate. Its initiatives include the management of the Sesa Baby company nursery at the Empoli Technology Hub, which accommodates more than 50 children.
Training and skills development Training plays a key role in the Group’s success. In a continuously evolving market characterised by rapid innovation and increasingly advanced technologies, investing in the development of employees’ skills is essential to maintaining competitiveness, improving efficiency and adapting to change. Through training, the Group’s people can acquire new technical expertise and develop transferable skills such as leadership, collaboration and interpersonal effectiveness, which are fundamental to creating an effective and dynamic working environment. This is particularly important in a digital-
transformation context, in which all people must be prepared to implement innovative solutions, optimise processes and make full use of the opportunities offered by new technologies.
Continuous training also helps create a corporate culture geared towards innovation, flexibility and lifelong learning. These are fundamental factors in meeting the challenges of a highly competitive and rapidly changing market.
The training programmes also include a significant component managed by the Parent Company’s training office on specific topics such as personal-data protection under the General Data Protection Regulation (GDPR), Cyber Security and Occupational Health and Safety. Courses are also available through digital e-learning platforms, enabling the Group to involve an increasing number of people. Training plans have been developed in accordance with UNI/PdR 125:2022, ensuring fair and equal participation in all training pathways so that people’s potential can be fully realised.
Gender equality
Gender Equality certification under UNI/PdR 125:2022 entails assessing the effectiveness of measures adopted by the organisation to promote an inclusive working environment that respects diversity and is geared towards achieving full gender equality. This target has already been achieved by Sesa S.p.A., Computer Gross S.p.A., Base Digitale Group S.p.A. and 130 Servicing S.r.l., with a plan to extend certification progressively
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportto other major Group companies. The initiatives implemented are monitored through specific key performance indicators (KPIs) covering culture and strategy, governance, HR processes, equal opportunities for growth and inclusion within the company, pay equity, support for parenthood and work-life balance. Promoting gender equality is also one of the United Nations’ 17 Sustainable Development Goals (SDG 5) and one of the cross-cutting targets of Italy’s National Recovery and Resilience Plan (NRRP).
Among the measures described, the new 2025–2026 Welfare Plan is the most significant initiative, to which the Group has allocated approximately Euro 3.5 million for the benefit of its people, confirming its commitment to promoting the wellbeing, protection and development of its workforce.
S1-5: TARGETS RELATED TO MANAGING MATERIAL NEGATIVE IMPACTS, ADVANCING POSITIVE IMPACTS,
AND MANAGING MATERIAL RISKS AND OPPORTUNITIES
2027-2028 Targets
Area ESRS KPI UoMBaseline*
as of
04/30/2026 Target Actions SDGs
SocialS1-6:
Characteristics of
the undertaking’s
employees Percentage
of human
resources on
permanent
contracts % of human resources 97%2027/2028: >97% (threshold) Internal hiring;
recruitment and
retention targets SDG 8
S1-6:
Characteristics of
the undertaking’s
employees Women as a
percentage of
total human
resources Women/
total human
resources 32%2027/2028: >30% (threshold) Appointment of a
Diversity Manager;
recruitment target SDGs 5
and 10
S1-6:
Characteristics of
the undertaking’s
employees Incoming
employee
turnover Hires/total
human
resources 11%2027/2028: >5% (threshold) Hiring policies;
onboarding, training
and support SDGs 5
and 10
S1-6:
Characteristics of
the undertaking’s
employees Outgoing
employee
turnover Departures/
total human
resources 6%2027/2028: <12% (threshold) Training and development plans SDGs 5
and 10
(*) All the 2026 targets set out in the 2026–2027 Sustainability Plan have been achieved: the threshold of women in the total workforce was “over 30%”, the threshold of Incoming employee turnover was “over 5%”, and the threshold of Outgoing employee turnover was “under 12%”.
The targets relating to the management of material negative impacts, the enhancement of positive impacts and the management of material risks and opportunities have been incorporated into the Sesa Group’s 2027-2028 Sustainability Plan. As noted in the preceding sustainability section, the Plan is the strategic tool through which the Group defines its ESG priorities, identifying measurable targets and practical initiatives designed to create sustainable value over the long term. The targets are consistent with the Group’s sustainability policies and commitments and were defined taking account of the results of the double materiality assessment and dialogue with key stakeholders.
Monitoring these targets through specific KPIs makes it possible to assess the effectiveness of the measures undertaken, ensure transparency towards stakeholders and support informed development of corporate strategies. At the reporting date, the KPIs were progressing consistently with the pathway towards achievement of the targets defined in the 2027-2028 Sustainability Plan.
The targets cover dimensions that are fundamental to the organisation’s sustainable development, including employment growth -
particularly the increase in the number of people on permanent contracts - gender balance, the ability to attract new talent through incoming employee turnover, and the retention and internal development of people through outgoing employee turnover. These targets are supported by practical measures, including strengthening internal-hiring policies, setting gender-diversity recruitment targets, and implementing onboarding, training and development plans. The measures form part of the Group’s commitments to the United Nations Sustainable Development Goals, particularly SDG 5 (Gender equality), SDG 8 (Decent work and economic growth)
153 www.sesa.it Consolidated Sustainability Reportand SDG 10 (Reduced inequalities).
Through periodic monitoring of these indicators, Sesa seeks not only to ensure transparency towards stakeholders, but also to equip itself with an analytical and steering tool for the development of its HR strategies. This approach makes it possible to identify possible critical issues promptly, assess the effectiveness of the policies implemented and reinforce the social dimension as a strategic lever for the Group’s competitiveness and resilience.
S1-6: CHARACTERISTICS OF THE UNDERTAKING’S EMPLOYEES
As of April 30, 2026, the number of people in the Group reached 6,770, including employees and trainees of companies within the consolidation scope. This represented an increase of 238 people, or 3.6% year on year, and confirmed the long-term growth and development trend that has characterised the Sesa Group since its establishment. The Group promotes the development of its people through professional-growth and long-term retention pathways, including training, career paths, work-life balance initiatives and corporate welfare. It pursues a policy of hiring people on permanent contracts: as of April 30, 2026, these represented 97% of the total workforce. Targeted hiring plans focus primarily on young secondary-school and university graduates.
During the year ended April 30, 2026, outgoing employee turnover - measured as the number of voluntary resignations during the financial year divided by the workforce as of 04/30/2026 - was approximately 6.7%, corresponding to 446 people. This figure is particularly favourable compared with averages in the sectors in which the Group operates, which are structurally affected by skills shortages and human-resource mobility well above the national average. It demonstrates the effectiveness and quality of the Group’s people-management and retention processes. Average length of service within the Group was 7.8 years.
Human capital composition 04/30/2026 04/30/2025 Total human resources 6,694 6,449 Men 4,543 4,376 Women 2,151 2,073 Total hires 773 815 Total departures 446 464 Incoming employee turnover 11.5% 12.7% Outgoing employee turnover 6.7% 7.2% Professional category and gender 04/30/2026 04/30/2025 Executives 90 85 Middle management 637 590 Office staff* 5,812 5,604 Blue-collar employees 155 170 Total 6,694 6,449 (*) Including apprentices
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportEmployment contract and gender* Men Women 04/30/2026 04/30/2025 04/30/2026 04/30/2025 Permanent full-time contracts 4,309 4,177 1,692 1,648 Permanent part-time contracts 113 108 409 389 Temporary full-time contracts 100 81 36 23 Temporary part-time contracts 21 10 14 13 Total 4,543 4,376 2,151 2,073 (*) As of the reporting date, the Group does not employ staff on contracts with non-guaranteed hours.
.
Employment contract and geographical areaAsia Americas Europe Of which Italy 04/30/2026 04/30/2025 04/30/2026 04/30/2025 04/30/2026 04/30/2025 04/30/2026 04/30/2025 Permanent full-time contracts 0 0 57 56 5,944 5,780 5,473 5,324 Permanent part-time contracts 0 0 0 0 522 486 463 467 Temporary full-time contracts 13 13 0 0 123 91 116 91 Temporary part-time contracts 0 0 0 0 123 23 32 23 Total 13 13 57 56 6,624 6,380 6,084 5,905
S1-7: CHARACTERISTICS OF NON-EMPLOYEE WORKERS IN THE UNDERTAKING’S OWN WORKFORCE
During the year, the use of external contractors remained very limited, with only 176 individuals engaged compared with a total workforce of approximately 6,700 employees. This reflects our strategy of maintaining employment stability and prioritising stable, long-term employment relationships.
Non-employee workers 04/30/2026 04/30/2025 Agency workers 3 5 Other collaborators 97 117 Trainees 76 83 Total 176 205
S1-9: DIVERSITY METRICS
As of April 30, 2026, women represented 32% of the Group’s total workforce, with a balanced distribution across the different age groups. This percentage remains relatively low, reflecting the characteristics of the industry in which the Group operates, which is historically characterised by technical and scientific roles where the availability of female professionals continues to be limited.
Women in management positions, including executives and middle managers, accounted for 2.2% of the total workforce (145 women).
155 www.sesa.it Consolidated Sustainability Report04/30/2026 04/30/2025 Total Human resources 6,694 6,449 Age Number % Number % <30 years 1,353 20% 1,387 22% 30-50 years 3,220 48% 3,131 48% >50 years 2,121 32% 1,931 30%
S1-10: ADEQUATE WAGES
The Group ensures remuneration levels consistent with the applicable National Collective Labour Agreements, which cover all employees within the Italian reporting scope, and with the legislation in force. This approach ensures fair and sustainable economic conditions for all Group people. Remuneration policies are defined on the basis of market analyses and benchmarking, with particular attention to promoting pay equity and progressively reducing the gender pay gap.
S1-11: SOCIAL PROTECTION
The Group provides employees with a broad social-protection system that supplements the statutory pension and insurance protections with specific corporate-welfare programmes focused on people’s health, safety and well-being. Available initiatives include reimbursement of healthcare expenses, family-support measures and psychological-support services. These tools, already accessible to all employees in Italy, are being progressively extended to the main countries in which the Group operates. Sesa also confirms its commitment to making these measures available to all categories of worker, fostering an inclusive professional environment attentive to individual needs.
Group employees benefit from the statutory social-protection systems in their respective countries of operation and, where applicable, from supplementary company benefits covering sickness, unemployment, occupational accidents and acquired disability, parental leave and retirement.
S1-12: PERSONS WITH DISABILITIES
Diversity, equity and inclusion (DEI) are fundamental principles for the Group, which each year promotes investments in training programmes and initiatives dedicated to these matters. Principal activities include creating a DEI Community to support the dissemination of good practices throughout the organisation. DEI was also included in the webinar programme for Sesa’s people in order to raise awareness and reinforce understanding of inclusion principles. The Group actively supports the recruitment and integration of persons with disabilities at its sites, promoting an inclusive and accessible working environment.
To facilitate the employment of people in protected categories, the Group has established multi-year recruitment and onboarding programmes developed in cooperation with the relevant public bodies responsible for targeted placement. As of April 30, 2026, 215 Group employees belonged to protected categories, representing 3.21% of the total workforc e.
S1-13: TRAINING AND SKILLS DEVELOPMENT METRICS
Training is fundamental to developing people and is also a strategic tool for aligning the Group’s professional skills with market developments, business needs and applicable legislation. During the year ended April 30, 2026, the Group further strengthened its commitment to its people by launching increasingly extensive training pathways. A total of 124,335 training hours was delivered, including 4,423 hours delivered to
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportnon-employee workers, an increase of 6% compared with the previous year. Training focused on several key areas: Cyber Security; ESG
- environmental, social and governance matters - which is essential to adopting sustainable and responsible practices; soft skills, including leadership, business-partnering and interpersonal skills; and digital technologies, to support the adoption of innovation in the digital sector.
Total training hours by gender, divided by the total number of employees of each gender as of April 30, 2026, amounted to 19 hours overall:
18 hours for men and 20 hours for women.
Training
Number of people trained 04/30/2026 04/30/2025 Mandatory and compliance training 5,764 6,335 Basic and transferable-skills training 1,918 2,109 Technical training 1,971 4,291
Training hours
Total 124,335* 117,227* Mandatory and compliance training 28,964 26,875 Basic and transferable-skills training 45,810 36,400 Technical training 49,561 53,952
* The figure includes the training hours provided to non-employees, totalling 4,423 as of April 30, 2026 and 3,677 as of April 30, 2025.
S1-14: HEALTH AND SAFETY METRICS
Protecting people’s well-being, health and safety is a central priority for the Sesa Group. These matters are overseen by a team of specialist roles, including the HR Team, Prevention and Protection Service Managers, Occupational Physicians, Workers’ Safety Representatives and Emergency Officers. The team is responsible for ensuring safe workplaces compliant with applicable legislation, defining guidelines, coordinating monitoring and, where necessary, activating programmes to improve safety conditions. All employees within the Italian reporting scope are covered by mandatory insurance against accidents at work and occupational diseases provided by INAIL, Italy’s National Institute for Insurance against Accidents at Work. Employees of foreign companies are covered by the mandatory arrangements applicable in their respective countries.
During FY 2026, 35 accidents were recorded, compared with 37 as of 04/30/2025. Almost all occurred while commuting to or from work and were minor. The work-related accident rate was 3.10, compared with 3.38 as of 04/30/2025, calculated as the number of accidents divided by hours worked and multiplied by 1,000,000. No work-related fatalities or occupational diseases were recorded during the reporting period.
S1-15: WORK-LIFE BALANCE METRICS
Sesa actively supports its people through parenthood, ensuring full access to statutory leave and providing dedicated welfare services and initiatives. As of April 30, 2026, 320 Group employees had taken parental leave. Of these, 155 were men, representing 3.4% of all male employees, and 165 were women, representing 7.7% of all female employees.
S1-16: COMPENSATION METRICS (PAY GAP AND TOTAL COMPENSATION)
The gender pay gap, measured as the percentage difference between the average gross hourly pay of men and women, was 12% within the Italian reporting scope (compared with 13% as of 04/30/2025), and 15% within the extended reporting scope including foreign companies (compared with 16% as of 04/30/2025).
157 www.sesa.it Consolidated Sustainability Report32. The figure does not include the variable component based on financial instruments. Including this component it is equal to 48.7 (vs 53.1 on April 30, 2025).
The annual total compensation ratio was 11.4332, compared with 12.82 as of 04/30/2025. It is calculated as the ratio between the annual total compensation of the highest-paid individual and the median annual total compensation of employees, excluding the highest-paid individual.
S1-17: INCIDENTS, COMPLAINTS AND SEVERE HUMAN-RIGHTS IMPACTS
No incidents, reports or violations relating to human rights arose during the reporting period. The Group continues to oversee these matters through continuous monitoring, audits, anonymous reporting channels and initiatives designed to raise awareness among its people. To support this commitment, the Group has adopted a Human Rights Protection Policy designed to promote respect for fundamental human rights and prevent and mitigate potential adverse impacts on people in its own activities and throughout the value chain.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThematic ESRSMaterial matter
(sub-topic)Sub-level (sub-
sub-topic)IRO type Description of the impact, risk or opportunity Social - ESRS S2 - Workers in the value chain
ESRS S2 - ESRS
S2 - Workers in the value chainWorking conditions N/APotential negative impactExternal workers, suppliers, consultants, partners, subcontractors and logistics operators may be exposed to inadequate working conditions.
Working conditionsHealth and safety in the value chainPotential negative impactInstallation, logistics, hardware production, maintenance and services performed at customer premises may expose value-chain workers to occupational health and safety risks.
Working conditionsWorking
conditions at
suppliersEconomic and
reputational riskInadequate social standards at suppliers and partners may cause disruption, disputes, loss of trust and reputational damage.
Working conditionsGlobal
technology
supply chainEconomic, social
and geopolitical
riskGlobal ICT supply chains are exposed to risks relating to geopolitics, human rights, component availability, critical raw materials and working conditions.
Other work-related
rightsHuman rights in the supply chainPotential negative impactGlobal electronics, hardware-assembly, component and logistics supply chains may present risks of human-rights violations.
Other work-related
rightsCritical minerals
and conflict
mineralsPotential
negative impactHardware, batteries, storage systems and electronic components may incorporate critical raw materials or conflict minerals associated with social and environmental impacts.
Other work-related
rightsChild labourPotential
negative impactGlobal supply chains for hardware, electronic components and raw materials may present a risk of child labour.
Other work-related
rightsForced labourPotential
negative impactGlobal technology supply chains, hardware production, logistics and component manufacturing may present a risk of forced labour.
Sesa’s strategic approach and business model pay particular attention to working conditions, respect for workers’ rights throughout the value chain and the management of potential impacts and risks. The Group integrates social responsibility into its commercial practices and develops strong relationships with direct suppliers. These matters influence the company’s strategic direction on the basis of feedback obtained through interactions with business partners. For the purpose of analysing material impacts and risks relating to workers in the value chain, the suppliers considered are providers of IT services; strategic collaborators involved by the Group in delivering its IT services; suppliers of hardware and IT services, including licensees; and suppliers of property and utilities.
Insufficient oversight of suppliers’ practices affecting their workforce could give rise to negative impacts involving child labour and/ or forced labour. These could be widespread phenomena or relate to individual incidents or specific business relationships in the ESRS S2 - Workers in the value chain
ESRS 2 SBM-2: INTERESTS AND VIEWS OF STAKEHOLDERS
The Sesa Group recognises that its stakeholders comprise a broad range of internal and external parties, each with specific interests and perspectives. Particular attention is paid to workers in the value chain, who are important to the achievement of the Group’s business and sustainability targets. The Group is therefore committed to increasingly close monitoring of the supply chain and to ensuring that workers’ views and concerns are heard through continuous dialogue with suppliers. This open and constructive dialogue enables the Group to understand and respond to their needs and continuously improve working conditions for workers throughout the value chain.
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY
AND BUSINESS MODEL
159 www.sesa.it Consolidated Sustainability Reportcountries in which the Group operates. At the reporting date, the Group had not identified specific geographical areas in its value chain characterised by a significant risk of child labour or forced or compulsory labour.
To address these matters, Sesa has adopted tools designed to ensure respect for human rights throughout the value chain.
These include a Whistleblowing Policy; a Human Rights Protection Policy; suppliers’ acceptance of the Code of Ethics and Group policies; and supplier assessments based on specific social and environmental criteria, thereby directing the Group’s strategy towards greater social responsibility.
S2-1: POLICIES RELATED TO VALUE-CHAIN
WORKERS
To manage impacts, risks and opportunities relating to workers throughout its value chain, the Sesa Group adopts targeted policies reflecting its firm commitment to protecting human rights and complying with international standards. These policies apply to all workers in the value chain and guide relationships with suppliers and business partners.
The principles are clearly expressed in Sesa’s Code of Ethics.
In the field of human rights, the Group draws on the highest international standards, including the United Nations Universal Declaration of Human Rights, the Charter of Fundamental Rights of the European Union and the conventions of the International Labour Organization (ILO). Ultimate responsibility for implementing the policies lies with the Chief Executive Officer, supported by the Chief Sustainability Officer and the relevant corporate functions.
The Code of Ethics is made available to employees, suppliers and other stakeholders through the Group’s corporate website.
Sesa works to ensure respect for the human rights of all workers and recognises the importance of protecting and promoting those rights throughout the value chain, while requiring suppliers to do the same. In particular, suppliers are required to comply with minimum standards and principles of good conduct in the following areas:
• Business ethics and compliance: suppliers must operate in accordance with the highest ethical standards and the principles and values set out in Sesa’s Code of Ethics. They must comply fully with applicable laws and act in accordance with the principles of fair competition, anti-corruption, integrity and transparency. They must also protect the privacy and intellectual property of third parties and appropriately manage minerals originating from conflict-affected areas;
• Health, safety and workers’ rights: Group suppliers must treat all employees, external collaborators and their own suppliers with respect, safeguarding human dignity, health, safety and fundamental human rights. In particular, they must protect children’s rights; prevent forced or compulsory labour; promote diversity and inclusion; ensure freedom from discrimination and harassment; provide fair working hours and wages; protect occupational health and safety; and respect freedom of association and collective bargaining;
• Environmental protection: suppliers are required to minimise the environmental impact of their business operations, with particular attention to environmental compliance and performance in relation to material matters such as energy consumption, water use, waste management and biodiversity protection.
During the year ended April 30, 2026, acknowledgement and acceptance of Sesa’s Code of Ethics were incorporated into the qualification process for new suppliers. The Group reserves the right to terminate a contractual relationship where conduct is incompatible with the values and principles expressed in the Code.
In addition, as stated in the Group Social Responsibility Policy, Sesa rejects child labour, human trafficking and forced labour. Together with the Code of Ethics, this policy confirms the Group’s commitment to protecting human rights, promoting diversity and inclusion, preventing all forms of discrimination, ensuring employees’ physical and mental well-being and supporting their professional growth. The Policy affirms respect for the Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights and the conventions of the International Labour Organization.
Other aspects concerning respect for the human rights of value-
chain workers are addressed in the Sustainability Policy. No cases of non-compliance with human rights involving value-chain workers were reported during the reporting year. Workers in the value chain may also access the Group’s whistleblowing channels, which allow human-rights matters to be reported and provide a secure and confidential channel for raising possible violations or concerns regarding the protection of fundamental rights.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportS2-2: PROCESSES FOR ENGAGING WITH VALUE-
CHAIN WORKERS ABOUT IMPACTS
At present, strategic suppliers are engaged through open and direct dialogue with key contacts. This approach ensures that the views and needs of strategic suppliers are heard, incorporated directly into business decisions and addressed whenever necessary, rather than at a predetermined frequency, thereby promoting a collaborative and inclusive working environment.
The concerns and views of workers throughout the value chain may be raised through the whistleblowing platform, considered in the management of potential impacts and consequently integrated into the Group’s strategy.
S2-3: PROCESSES TO REMEDIATE NEGATIVE
IMPACTS AND CHANNELS FOR VALUE-CHAIN
WORKERS TO RAISE CONCERNS
Although workers in the value chain are not directly involved in structured dialogue activities, Sesa promotes maximum openness in communication. Workers in the supply chain, like all Group stakeholders, have access to channels through which they may report concerns or possible violations, including the whistleblowing system and reports made directly to the Company.
During the year ended April 30, 2026, Sesa adopted measures to prevent and mitigate negative impacts on workers in its value chain, with particular attention to suppliers operating in countries presenting a high risk in terms of labour rights.
The principal measures included:
• Including ethical clauses in supply contracts, requiring adherence to the Group Code of Ethics and compliance with fundamental international standards, including the
ILO conventions;
• Training and awareness programmes, for both internal teams and strategic suppliers to promote a culture of social responsibility throughout the value chain;
• Reporting and remediation mechanisms, accessible to suppliers’ workers through dedicated whistleblowing channels, enabling anonymous reports of possible labour-
rights violations;
• Monitoring ESG risks in critical countries. In order to identify potential impacts on workers involved in indirect production processes.Through these initiatives, the Group seeks to reinforce its commitment to responsible value-chain management, promote decent working conditions and respect for fundamental rights, consistently with ESG principles and the European sustainability standards. For this purpose, the Group makes reporting channels available to value-chain workers, including those required by whistleblowing legislation and accessible to external parties through the corporate website. The channels are governed by procedures that protect the reporting person’s identity and provide safeguards against any form of retaliation against those who make reports in good faith.
During the year ended April 30, 2026, no issues or incidents relating to human rights or working conditions in the upstream or downstream value chain were reported through channels available to all stakeholders. This included non compliance with the United Nations Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work or the OECD Guidelines for Multinational Enterprises.
No remedial action was therefore required. As noted above, the Group reserves the right to terminate contractual relationships with third parties where conduct is incompatible with the values and principles expressed in the Group Code of Ethics.
S2-4: TAKING ACTION ON MATERIAL IMPACTS ON
VALUE-CHAIN WORKERS, AND APPROACHES
TO MANAGING MATERIAL RISKS AND PURSUING
MATERIAL OPPORTUNITIES RELATED TO VALUE-
CHAIN WORKERS, AND EFFECTIVENESS OF THOSE
ACTIONS
Sesa incorporates national requirements into its operations by making available a whistleblowing channel intended to support the remediation of reports and impacts in this area. It is also noted that, in the year ended April 30, 2026 and in prior years, no human-rights incidents were reported in the upstream value chain.
Suppliers are selected and purchasing conditions for goods and services for Group companies are formulated on the basis of legality, competition, objectivity, proper conduct, impartiality, fair pricing and the quality of the good and/or service, with careful assessment of service guarantees and the range of offers available.
S2-5: TARGETS RELATED TO MANAGING MATERIAL
161 www.sesa.it Consolidated Sustainability ReportNEGATIVE IMPACTS, ADVANCING POSITIVE
IMPACTS, AND MANAGING MATERIAL RISKS AND
OPPORTUNITIES
Sesa has not yet defined specific measurable targets for workers in the value chain. However, the Group has launched a series of initiatives to assess progressively the principal sustainability impacts of its supply chain. These include a planned supplier sustainability-risk assessment, which will focus on assigning sustainability ratings to suppliers on the basis of risk mapping.
Although these plans are under development, measurable operational targets have not yet been established. Sesa intends progressively to integrate sustainability risks into supplier assessments in order to improve supply-chain management and minimise negative impacts. Progress will be measured through the sustainability ratings assigned to suppliers. The baseline period for measuring progress will be defined once the risk-
mapping and rating system is fully operational. The process is expected to begin over the coming years, with the assessment measures continuing to be implemented.
ESRS S4 - Consumers and end-users
ESRS 2 SBM-2: INTERESTS AND VIEWS OF
STAKEHOLDERS
IThe Sesa Group regards customer focus as a fundamental value and seeks to build tailored pathways based on each customer’s needs. By listening carefully to customers and working collaboratively with them, the Company is committed to achieving practical and satisfactory outcomes. The Group recognises that active customer engagement is essential not only to implementing its vision effectively, but also to the sustainable, long-term development of its business.
Sesa also pays close attention to cybersecurity and human rights in relation to consumers and end-users, particularly in connection with services incorporating Artificial Intelligence components. Cooperation with customers to protect their infrastructure is therefore fundamental.
The Sesa Group’s strategy is influenced by customers’ interests and views. Maintaining an ongoing dialogue through communication channels and dedicated events enables the Group to adapt solutions to specific needs and anticipate emerging market trends.
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND
OPPORTUNITIES AND THEIR INTERACTION WITH
STRATEGY AND BUSINESS MODEL
Sesa identified and assessed impacts, risks and opportunities relating to consumers and end-users through the double materiality assessment described under “ESRS 2 IRO-1” in the “General information” chapter. Potential impacts on consumers and end-users are closely linked to the Group’s strategy and business model. The business model integrates data protection and information security and is designed to ensure reliable, effective and efficient services.
The need to ensure the confidentiality, integrity and availability of data drives the Group to continuously enhance its cybersecurity practices. This commitment is reflected in Sesa’s Code of Ethics, which emphasises the importance of protecting data and the Group’s information assets.
Specifically, to mitigate cybersecurity risks, Sesa has implemented a comprehensive data-protection and information-security framework. At the same time, the Group is pursuing opportunities arising from growing demand for sustainable IT solutions and cybersecurity services in order to expand its offering and improve its market competitiveness. This integrated approach enables Sesa to adapt continuously to the needs of consumers and end-users, while ensuring compliance with applicable legislation and respect for ethical principles.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportMaterial impacts, risks and opportunities relating to consumers and end-users Thematic ESRSMaterial matter
(sub-topic)Sub-level (sub-sub-
topic)IRO type Description of the impact, risk or opportunity Social - ESRS S4 - Consumers and end-users Social - ESRS S4 - Consumers
and end-usersInformation-related
impactsPrivacy of customers
and end-usersPotential
negative
impactData breaches, cyberattacks or inadequate controls may compromise privacy, information security and the trust of customers and end-users.
Information-related
impactsAccess to quality
informationPotential
negative
impactIncomplete, inaccurate or unclear digital information may impair customers' and users' ability to make informed decisions.
Information-related
impactsResponsible AIRegulatory and
reputational
riskFailure to govern the use of AI may result in non-
compliance, sanctions, bias, lack of transparency and loss of user trust.
Information-related
impactsAlgorithmic biasPotential
negative
impactAlgorithms, AI, analytics and digital platforms may produce discriminatory effects or unfair automated decisions.
Information-related
impactsResponsible use of
dataRegulatory and
reputational
riskIntensive use of data in cloud, AI, analytics, cybersecurity and digital services may create compliance, privacy and trust risks.
Information-related
impactsResponsible
marketingReputational
riskCommercial communications, customer platforms, e-commerce and the use of data in marketing may create risks relating to transparency, fairness and user protection.
Information-related
impactsTraining for customers and partnersEconomic and
reputational
opportunityTraining in digital technologies, cyber, AI, cloud and innovative platforms may support informed adoption, service quality and relationships with customers and partners.
Personal safety of
consumers and/or
end-usersCybersecurityEconomic
opportunityGrowing demand for cyber services and regulatory developments may expand the offering and strengthen competitive positioning.
Personal safety of
consumers and/or
end-usersCybersecurityPotential
positive impactCyber solutions help protect data, systems and platforms, support business continuity and strengthen customer trust.
Personal safety of
consumers and/or
end-usersSecurity of digital services and platformsEconomic and
reputational
riskDigital services or platforms that are not adequately secure may cause disruption, data loss, harm to customers and reduced trust.
Personal safety of
consumers and/or
end-usersDigital operational
continuityEconomic riskDisruption to IT, cloud or cyber services, digital platforms or critical systems may have operating and financial effects on customers and end-users.
Personal safety of
consumers and/or
end-usersService qualityEconomic and
reputational
riskInadequate quality of digital services may affect customer satisfaction, contract renewals, reputation and retention.
Personal safety of
consumers and/or
end-user SProtection of minorsPotential
negative
impactDigital services, platforms or technology solutions used by minors or vulnerable users may give rise to protection and safety risks.
Social inclusion of
consumers and/or
end-usersDigital accessibilityEconomic
and social
opportunityAccessible design of digital products, services, platforms and content may improve inclusion and compliance and broaden the user base.
163 www.sesa.it Consolidated Sustainability ReportThe Sesa Group operates mainly in the B2B market, providing ICT solutions and services to business customers. Consequently, impacts, risks and opportunities relating to end consumers do not directly influence the Group’s strategy or business model.
Although the Group does not use the structured consultation processes typical of companies operating in B2C markets, it promotes continuous dialogue with customers and with users of the solutions and services offered. Engagement and feedback-
gathering initiatives help the Group understand their needs and expectations and continuously improve service quality.
S4-1: POLICIES RELATED TO CONSUMERS AND
END-USERS
Sesa has implemented a set of corporate policies and procedures designed to ensure a responsible and transparent approach towards customers. Matters concerning the protection of consumers and end-users are governed through the Group’s system of policies and procedures, including the Code of Ethics and the information-security, privacy and cybersecurity policies.
As part of the continuing strengthening of its ESG governance system, the Group will consider progressively formalising a policy specifically dedicated to these matters. These measures mitigate impacts relating to privacy breaches and the loss of customer and business-partner data by providing preventive safeguards and appropriate controls to avert cyber incidents.
They also mitigate identified risks of data loss and possible discrimination resulting from the use of Artificial Intelligence, while enabling the Group to pursue business opportunities arising from growing market demand for IT and cybersecurity solutions.
For processes and mechanisms used to monitor compliance with the United Nations Guiding Principles, reference should be made to “S4-3 - Processes to remediate negative impacts and channels for consumers and end-users to raise concerns” and to the whistleblowing system, which is accessible to all Group stakeholders. Policies and procedures are not defined through direct engagement with customers and end-users, but are designed to ensure compliance with applicable legislation and the delivery of safe, high-quality services.
The Group operates on the basis of established secure-data-
management procedures grounded in industry best practices and aligned with the international ISO 27001 information-security standard. Sesa has adopted and maintains a specific procedure for the proper and adequate management of incidents - the Data Breach Event Management and Reporting Procedure - and has established and continues to develop its operating strategy for restoring business continuity following disruptive events affecting either IT systems or business activities more generally.
Dedicated Business Continuity and Disaster Recovery plans ensure the secure and effective management of data even in the event of incidents or other extraordinary events that could directly affect data and information security. They are implemented in full compliance with the requirements of Regulation (EU) 2016/679, the General Data Protection Regulation (GDPR), and the Italian Data Protection Authority, as well as the commitments undertaken towards data controllers and, more generally, respect for stakeholders’ rights.
The Group Chief Security Officer oversees security matters throughout the Group and is responsible for identifying and implementing the Group Security Strategy and managing the related budget. The officer reports regularly to the Board of Directors on security matters. To strengthen the management of cybersecurity risks in particular, Sesa has established a unit dedicated exclusively to monitoring and managing cyber risk.
The security-development programme was agreed with the Board of Directors following review by the Control and Risk Committee. The Board discusses information risks periodically and at least once a year. The Group has also taken out an Information Security and Risk Management insurance policy to reduce residual exposure to cyber risk.
S4-2: PROCESSES FOR ENGAGING WITH
CONSUMERS AND END-USERS ABOUT IMPACTS
Sesa recognises the critical importance of consumers’ and end-
users’ perspectives in defining its decisions and activities, so that actual and potential material impacts can be identified and managed effectively. The Group adopts an inclusive approach that integrates their expectations, needs and feedback into decision-making and strategic initiatives.Feedback is obtained through direct engagement with customers and users of the solutions and services offered, including thematic focus groups and other dialogue initiatives organised periodically in response to business needs and the development of the offering. Operational responsibility for ensuring customer and end-user engagement lies with the relevant business functions, coordinated by the Chief Sustainability Officer in matters relating to sustainability
164 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportreporting. Any critical issues are managed in accordance with their context and severity through remediation measures defined on a case-by-case basis and involving the most appropriate Group representative, such as a manager, client partner or member of top management.
For this purpose, the Group also monitors the conditions of workers in the value chain, particularly at suppliers of IT goods and services and logistics providers. Potential impacts identified include occupational health and safety risks, non-compliant contractual conditions and employment discontinuity. These risks are analysed through supplier qualification and control activities that include ESG criteria and codes of conduct. The selection process verifies compliance with minimum ethical and social requirements. No severe negative impacts were identified during the year, although the monitoring system is being strengthened with a focus on training and awareness among partners throughout the supply chain.
S4-3: PROCESSES TO REMEDIATE NEGATIVE
IMPACTS AND CHANNELS FOR CONSUMERS AND
END-USERS TO RAISE CONCERNS
Sesa adopts a structured approach to managing and mitigating material negative impacts caused or facilitated by its activities in relation to consumers and end-users. The approach is based on direct communication channels, including dedicated email addresses and reporting systems, which enable the Group to identify possible critical issues promptly, provide fair and transparent responses, and monitor the effectiveness of corrective action through feedback and analysis of predefined metrics.
Sesa’s whistleblowing channel, accessible through the Group’s website, is also a fundamental tool enabling consumers and end-users to communicate their concerns or needs directly to the undertaking. It offers a secure and confidential means of reporting possible issues, misconduct or circumstances that could compromise the safety or quality of the services offered.
Consumers and end-users may raise concerns without fear of retaliation, supporting an environment of trust and transparency.
Reports may concern a wide range of matters, including data protection, service quality and compliance with applicable legislation. On receiving a report, Sesa undertakes to examine each case carefully and ensure that appropriate measures are adopted to address the issues raised. Personnel assigned to manage reports are trained to handle information confidentially and professionally, ensuring that the needs of consumers and end-users are heard and considered. The whistleblowing channel is therefore not only a means of raising concerns, but also an opportunity to improve business processes and practices continuously. Sesa undertakes to use the feedback received to implement improvements and ensure that its services are increasingly aligned with customers’ expectations and needs. The Supervisory Body prepares a summary report on the investigations performed and shares it with the Board of Directors. This enables any necessary action plans to be developed to address identified deficiencies and/or issues and to take measures protecting the Sesa Group, the person concerned by the report and the reporting person.
Consistently with the Group’s continuous-improvement approach, Sesa intends progressively to strengthen mechanisms for dialogue and the collection of feedback from consumers and end-users. It will consider adopting dedicated digital tools, such as service-usage analytics, reporting interfaces and surveys, in order to improve its understanding of user needs and incorporate the resulting evidence into development and innovation processes.
S4-4: TAKING ACTION ON MATERIAL IMPACTS
ON CONSUMERS AND END-USERS, AND
APPROACHES TO MANAGING MATERIAL RISKS
AND PURSUING MATERIAL OPPORTUNITIES
RELATED TO CONSUMERS AND END-USERS, AND
EFFECTIVENESS OF THOSE ACTIONSI
Sesa Group companies operate mainly in the B2B market, offering solutions, services and consulting in Digital Technologies, Business Applications, Cloud, Cybersecurity and Digital Green.
End-users of the solutions and services developed or distributed by the Group include both internal users within customer organisations, such as employees and other collaborators, and external users who interact with platforms, applications and digital services created for customers. Although it has not adopted a centralised system for engaging end-users, Sesa monitors possible impacts and critical issues through the assistance and after-sales support channels of individual Group companies, continuous dialogue with customers, and the processes required by the management systems adopted. These include quality and information-security certifications, such as ISO 9001 and ISO 27001, which govern the management of non-conformities, security incidents and data protection.
165 www.sesa.it Consolidated Sustainability ReportAt the reporting date, impacts, risks and opportunities relating to consumers and end-users were managed as part of the Group’s ordinary activities and governance systems. For this reason, no specific action plans have been defined and no resources have been allocated exclusively to these matters.
The principal risks potentially relevant to end-users concern:
• accessibility and usability of the digital solutions provided;
• operational continuity of cloud services;
• and potential impacts arising from cybersecurity events or data breaches.
To prevent these risks, the Group implements technical and organizational approaches based on security-by-design and privacy-by-design principles in software development; monitoring and auditing of information systems; continuous training for technical personnel; and oversight of service levels under service-level agreements (SLAs).
The effectiveness of these safeguards is reflected in a level of complaints tending towards zero, high retention among business customers and, at the reporting date, the absence of significant events with known negative impacts on end-users. Consistently with the development of its ESG governance system, Sesa intends progressively to assess additional initiatives to strengthen the management of impacts, risks and opportunities relating to consumers and end-users. Particular attention will be paid to personal-
data protection, information security and responsible use of digital technologies, including in connection with the development of Artificial Intelligence-based solutions.
S4-5: TARGETS RELATED TO MANAGING MATERIAL NEGATIVE IMPACTS, ADVANCING POSITIVE IMPACTS,
AND MANAGING MATERIAL RISKS AND OPPORTUNITIES
The Sesa Group has not currently set targets for managing material impacts, risks and opportunities relating to customers and end-users. Nevertheless, through the measures already implemented, the Group seeks continuously to improve its practices and ensure the responsible use of technology. The Company recognises the importance of addressing emerging challenges in Artificial Intelligence and data security and intends to develop strategies promoting ethics, transparency and the protection of consumers’ and end-users’ rights. Sesa also intends regularly to monitor and assess the impacts of its technologies and policies, adapting its strategies in response to feedback and regulatory developments. This proactive approach will strengthen consumer trust and help ensure that the Company remains at the forefront of its market.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report4.4. Governance information ESRS G1 - Business conduct Thematic ESRS Material matter
(sub-topic) Sub-level
(sub-sub-to -
pic) IRO type Description of the impact, risk or opportunity Governance – ESRS G1 – Business conduct ESRS G1 - Business conductCorporate culture N/APotential positive impact Integrity, accountability, transparency, compliance and consistent conduct strengthen ethical and organizational safeguards.
Corporate culture Ethics and compliance Economic and reputational risk Operations in regulated sectors, relationships with enterprise and public-sector customers, data manage -
ment, M&A, the supply chain and critical services requi -
re robust compliance safeguards.
Corporate culture Integration of ESG into incentive sy -
stems Organizational
opportunity Alignment between ESG targets, management perfor -
mance and incentive systems may strengthen accoun -
tability and implementation of the sustainability strategy.
Corporate culture Taxes and
responsible
taxationRegulatory and
reputational riskTax matters that are not adequately governed in com -
plex or multi-company groups may create compliance, litigation and reputational risks.
Corporate culture Responsible
M&A Organizational
and reputational
risk Acquisitions and corporate integration may create chal -
lenges relating to corporate culture, HR, compliance, control systems and ESG governance.
Corporate culture Digital soverei-
gnty and EU
complianceRegulatory and
strategic risk Developments in European regulation concerning data, cloud, cyber, AI, privacy and digital services may affect operating models, the Group’s offering and compliance.
Corporate culture AI, cyber and privacy regu -
lationRegulatory risk
and economic
opportunity Regulation of AI, cybersecurity, data protection and digi -
tal services may generate compliance costs and consul -
ting opportunities.
Protection of whist-
leblowers N/APotential positive impactEffective, confidential and accessible reporting channels support compliance, ethics, anti-corruption and worker protection.
Corruption and bribery N/APotential negati -
ve impact Corruption or a lack of transparency may adversely af -
fect integrity, the socio-economic context and stakehol -
der trust.
Management of rela -
tionships with suppliersN/AEconomic and reputational risk Technology vendors, hardware and software suppliers, cloud providers, service partners, consultants and sub -
contractors require ESG and contractual safeguards.
Management of rela -
tionships with suppliersVendor ESG performance Economic and reputational risk Inadequate ESG performance by major technology par -
tners may generate environmental, social, reputational and regulatory impacts, as well as Scope 3 impacts.
Management of rela -
tionships with suppliersDependence
on strategic
vendors Economic and operational risk Dependence on technology partners, cloud providers, software vendors and hardware suppliers may affect continuity, pricing, compliance and service capacity.
167
www.sesa.itESRS 2 GOV-1: THE ROLE OF THE ADMINISTRATIVE,
MANAGEMENT AND SUPERVISORY BODIES
Reference should be made to “ESRS 2 GOV-1 - The role of the administrative, management and supervisory bodies” , which describes the role and expertise of those bodies.
ESRS 2 IRO-1: DESCRIPTION OF THE PROCESSES
TO IDENTIFY AND ASSESS MATERIAL IMPACTS,
RISKS AND OPPORTUNITIES
In identifying material impacts and risks connected with business conduct, the Group considered its activities, Sesa’s relationships with stakeholders and the regulatory requirements to which the Company is subject, taking account of the specific characteristics of its operating sector.
Sesa identified and assessed impacts, risks and opportunities relating to business conduct through the double materiality assessment described under “IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities” in the “General information” chapter. The Group is aware that a lack of integrity and transparency in its activities may have negative impacts on the economic and social context in which it operates. In particular, possible incidents of corruption may compromise stakeholder trust, damage corporate reputation and adversely affect business relationships, thereby jeopardising the long-term sustainability of the business.
The Group has also identified a potential economic and reputational risk - although not significant in terms of financial effects or impact materiality - associated with failure to develop and implement a procurement policy based on environmental, social and governance criteria. The absence of a sustainable procurement approach could reduce the Company’s attractiveness to investors and business partners, which increasingly favour organisations adopting responsible and sustainable practices. To address these impacts and risks, the Group promotes measures designed to ensure transparency and integrity in procurement practices. These include sharing the Code of Ethics with all suppliers and assessing strategic suppliers to determine their ESG commitments. In addition to mitigating the identified risks, these initiatives provide opportunities to reinforce the Group’s reputation, build stronger stakeholder relationships and contribute to a more sustainable and responsible business environment. G1-1: BUSINESS CONDUCT POLICIES AND
CORPORATE CULTURE
In conducting its activities, the Sesa Group acts ethically, transparently and honestly in all countries in which it operates, complying with applicable laws, professional codes of ethics, the Code of Ethics, the Organisation, Management and Control Model and internal procedures. Sesa regards ethics, integrity and compliance with the law as core Group values. It opposes any breach of the law and applies a zero-tolerance approach to corruption. Wherever it operates, the Group seeks to ensure the highest ethical and compliance standards and contribute to the well-being of all stakeholders, including employees, business partners, shareholders and the communities in which it is present. These shared commitments form the basis of the Group’s responsible conduct.
The policies adopted by Sesa also include the Anti-Corruption Policy, which defines principles and rules of conduct designed to prevent and combat all forms of active and passive corruption in business activities and relationships with customers, suppliers, business partners, the Public Administration and other stakeholders. The Policy forms part of the Group’s broader governance and internal-control system, consistently with the Code of Ethics and the Organisation, Management and Control Model adopted under Italian Legislative Decree No. 231/2001.
Further details are provided under G1-3, “Prevention and detection of corruption and bribery”.
The Group has developed, adopted and disseminated a series of policies intended to promote a culture of integrity in all operating areas. The Board of Directors is responsible for reviewing and updating the Code of Ethics and the principal policies in light of regulatory developments and the results of the double materiality assessment, which identifies the matters material to the Group. At present, defining specific quantitative targets or structured action plans for business conduct has not been considered a priority or strategic requirement. Nevertheless, where applicable, Group policies are consistent with the principal internationally recognised ethical standards and fully comply with local legislation. The policies are communicated to personnel through the corporate intranet and other internal communication channels, and some are also publicly available on the Group’s corporate website.
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financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe Group’s principal policies and commitments are
summarised below:
• Code of Ethics: the Code is the reference for the conduct of all stakeholders, including shareholders, employees, other collaborators, suppliers, customers and business partners, and also governs relationships with public authorities and institutions. Its fundamental principles include professionalism, trust, legality, honesty, impartiality, respect for diversity, non-discrimination, prevention of conflicts of interest and transparency. These values also apply to the Group’s tax management. The Code is approved by the Board of Directors and shared with employees and suppliers to promote adherence to ethical and sustainability standards. Its effectiveness is monitored through stakeholder acknowledgement and
acceptance;
• Organisation, Management and Control Model (Model 231): Model 231 describes the management system adopted pursuant to Italian Legislative Decree No. 231/2001 in order to prevent directors, executives or employees from committing offences in the interest or for the benefit of the Group. The Model includes specific control and risk-mitigation procedures;
• Whistleblowing: the Group has adopted a whistleblowing system to facilitate the prompt reporting of conduct that does not comply with legislation, the Code of Ethics or corporate policies. In accordance with Directive (EU) 2019/1937, the system provides a dedicated platform accessible to both employees and external parties and ensures anonymity and protection against retaliation;
• UN Global Compact: Sesa has joined the UN Global Compact and is committed to its ten principles concerning human rights, labour conditions, environmental protection and anti-corruption. Membership reflects a firm commitment to conducting business responsibly and sustainably by incorporating these principles into corporate policies and daily practices. Through the UN Global Compact, Sesa seeks to operate transparently, promote respect for fundamental rights, contribute to the development of the communities in which it is present, minimise environmental impacts and promote ethical practices throughout its operations;
• Human Rights Protection Policy: dsets out the Group’s principles and commitments to promoting and protecting fundamental human rights, guiding corporate conduct in a manner that respects human dignity, inclusion, equal opportunities and non-discrimination. The Policy is intended to prevent and mitigate potential adverse human-
rights impacts in the Group’s activities and throughout the value chain, while promoting compliance with applicable legislation and the principal international standards.
The monitoring and assessment of reports and risks identified through the Group’s Organisation, Management and Control Model pursuant to Legislative Decree 231/2001 (Model 231), the Whistleblowing System and the Anti-Bribery Policy are entrusted to the Supervisory Body, which is composed of professionals with proven expertise in assessing potential violations.The Group has established internal reporting channels in compliance with the applicable whistleblowing legislation, which are accessible to employees and other eligible reporting parties. Awareness of these channels is promoted through dedicated communications and the publication of relevant information on the Group’s corporate website.
Reports are handled by specifically appointed and trained personnel, in accordance with the principles of confidentiality and impartiality.The Group also implements measures to protect whistleblowers against any form of retaliation, in compliance with the national legislation transposing Directive (EU) 2019/1937.In addition, the Group provides dedicated training programmes on anti-corruption and whistleblowing to newly hired employees and to personnel whenever relevant regulatory updates are introduced.
Given the nature of the activities performed, the Group identifies functions that maintain relationships with external parties as those most exposed to risks of corruption and bribery. These include, in particular, sales, purchasing and procurement functions; structures involved in tenders and procurement procedures; and functions managing relationships with the Public Administration, suppliers and business partners. These areas, which represent approximately 30% of the Group’s organizational functions and constitute a non-significant proportion of the Group’s overall business functions, are also governed by the corporate policies and procedures described above.
G1-2: MANAGEMENT OF RELATIONSHIPS WITH
SUPPLIERS
Managing supplier relationships is crucial to the Group because it directly affects the quality of the products and services offered and overall operating efficiency. For this reason, all suppliers
169 www.sesa.itmust acknowledge Sesa’s Code of Ethics from the qualification stage. As stated in the Code and consistently with the UN Global Compact principles and international conventions, Sesa does not maintain relationships with suppliers that violate the principles of freedom, human dignity and fundamental human rights through the exploitation of forced labour, child labour or discrimination. In this way, the Group not only manages supply-chain risks, but also promotes sustainable practices reflecting its commitment to social and environmental responsibility. Supply-chain risks and impacts are described under “SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model”.
Sesa has established standard payment terms, with predefined timing options. Payments outside the standard terms require approval from the requesting party’s manager.
This structure enables the Group to respond rapidly to suppliers’ requests based on their needs, including by shortening payment-approval times where appropriate, while ensuring that payments are made promptly and in accordance with agreed terms.
The Sesa Group’s policy supports the supply chain, with specific attention to small and medium-sized enterprises. Payment terms consistent with contractual agreements are guaranteed and may, where possible, be brought forward on request.
Internal controls monitor compliance with payment deadlines, supported by simplified procedures for the prompt processing of invoices from smaller suppliers. The Group also positively assesses partners’ financial and economic stability, including through the maintenance of a sustainable payment cycle.
The Group currently carries out ESG-based assessments of strategic suppliers, considering environmental and occupational health and safety matters, as well as commitment to ethical integrity and transparency in business practices. Although social and environmental criteria in the strict sense are not currently applied in supplier selection, self-assessment campaigns make it possible to evaluate suppliers’ ESG commitments and identify possible critical issues for consideration on a case-by-case basis.
G1-3: PREVENTION AND DETECTION OF
CORRUPTION AND BRIBERY
Management of corruption and bribery is integrated into Model 231, as required by applicable legislation. The Model establishes guidelines for preventing unlawful conduct within the organisation. As noted under G1-1, “Business conduct policies and corporate culture”, the Group has also implemented an Anti-Corruption Policy. This ensures compliance with local legislation and, together with the Code of Ethics, promotes ethical conduct and defines expectations regarding business behaviour in this area. The policies are communicated to employees through the Group’s internal communication channels, the corporate intranet and, in some cases, dedicated training courses.
The Group maintains appropriate safeguards in relation to corruption. Its whistleblowing system enables reports of potential cases of corruption or bribery. Where reports or anomalies arise, the Group initiates preliminary analysis and consultation and, where necessary, implements internal controls. Accounting transactions are subject to continuous and half-yearly controls, ensuring ongoing monitoring of operations.
The Supervisory Body is independent of the management chain affected by the matter reported. This ensures that investigations are conducted impartially and objectively, with fairness and confidentiality towards all parties involved.
Acting on behalf of Sesa Group companies, the Supervisory Body is responsible for verifying the substance of reports through prompt and thorough investigations. In performing these checks, it may request assistance from the relevant corporate functions or, where appropriate, external consultants specialising in report management, provided their involvement is useful in establishing the substance of the report and preserves confidentiality.
At the conclusion of an investigation, the Supervisory Body prepares a summary report on the work performed and the evidence considered and shares it with the Board of Directors and the Supervisory Bodies. This enables the Board to develop any necessary action plans to address identified critical issues and take appropriate measures to protect the Group. The Supervisory Body also periodically reports to the Supervisory Bodies on the types of reports received and the results of its investigative activities, thereby ensuring appropriate transparency and reporting. Where reports of criminal offences are substantiated, the Supervisory Bodies are informed promptly, For the time being, setting targets and related actions for the prevention and detection of corruption and bribery has not been regarded as a strategic priority.
170 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportSesa provides training programmes on the prevention of corruption and bribery to disseminate the principles of the Code of Ethics, the Anti-Corruption Policy, the Organisation, Management and Control Model pursuant to Italian Legislative Decree No. 231/2001 and applicable legislation. Training is delivered during the onboarding of new hires and when regulatory or procedural updates occur. It is addressed to employees, with particular attention to personnel in functions most exposed to corruption risks. Training is also provided directly to executive members of the Board of Directors, while non-executive members are updated and aligned with the policies through their involvement in the approval process.
G1-4: CONFIRMED INCIDENTS OF CORRUPTION OR BRIBERY
During the reporting period - the year ended April 30, 2026 - as in prior years, there were no incidents of corruption or bribery involving directors or employees of the Sesa Group. In particular, there were no convictions or penalties for breaches of anti-corruption or anti-money-laundering legislation. No confirmed incidents of corruption were identified, nor were there any disciplinary measures or dismissals connected with these matters. There were likewise no cases in which contracts with business partners were terminated or not renewed because of such violations. Finally, no public legal proceedings concerning corruption matters were pending or concluded against the Sesa Group or its employees.
These results confirm the effectiveness of the Group’s preventive measures and its continuing commitment to promoting a culture of integrity, transparency and regulatory compliance. To support this commitment, the Group has adopted an Anti-Corruption Policy that defines the principles and rules of conduct for preventing and combating all forms of active or passive corruption.
171 www.sesa.itAttestation of the consolidated sustainability report pur -
suant to Article 81-ter(1) of Consob Regulation No. 11971 of May 14, 1999, as subsequently amended and supple -
mented
1. The undersigned Alessandro Fabbroni, as Chief Executive Officer, and Jacopo Laschetti, as Sustainability Reporting Officer of Sesa S.p.A., pursuant to Art.154-bis (5-ter), of the Italian Legislative Decree No.58 of 24 February 1998, certify that the Sustai-
nability Statements included in the Management Report were drawn up:
a. In accordance with the reporting standards applied pursuant to Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013, and to Legislative Decree No. 125 of 6 September 2024;
b. With the specifications adopted pursuant to Article 8.4 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 Empoli, 16th July 2026
Alessandro Fabbroni
The Chief Executive Officer
Jacopo Laschetti
Sustainability Reporting Officer
172 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
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174 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
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176 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportConsolidated
financial
statements
as of April 30,
2026
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178 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportCONSOLIDATED INCOME STATEMENT Year ended April 30 (Euro thousands) Note 2026 2025 Revenues 7 3,565,285 3,214,550 Other income 8 48,685 42,218 Consumables and goods for resale 9 (2,653,191) (2,360,306) Costs for services and rent, leasing, and similar costs 10 (309,045) (314,450) Personnel costs 11 (395,588) (358,836) Other operating costs 12 (18,721) (16,327) Amortisation and Depreciation 13 (92,277) (82,466) Operating result 145,148 124,383 Share of profits of companies valued at equity 14 896 952 Financial income 15 34,427 45,346 Financial expenses 15 (62,197) (71,195) Profit before taxes 118,274 99,486 Income taxes 16 (37,683) (32,059) Profit for the year 80,591 67,427
of which:
Profit attributable to non-controlling interests 28 8,900 5,225 Profit attributable to the Group 28 71,691 62,202 Earnings per share - basic (in Euro) 28 4.71 4.04 Earnings per share - diluted (in Euro) 28 4.68 4.01
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended April 30 (Euro thousands) Note 2026 2025 Profit for the year 80,591 67,427 Actuarial gain/loss for employee benefits - Gross effect 28 469 (2,119) Actuarial gain/loss for employee benefits - Tax effect 28 (112) 509 Comprehensive income for the year 80,948 65,817
of which:
Comprehensive income attributable to non-controlling interests 9,579 5,057 Comprehensive income attributable to the Group 71,369 60,760
179 www.sesa.it Consolidated financial statements as of April 30, 2026CONSOLIDATED STATEMENT OF FINANCIAL POSITION At April 30 (Euro thousands) Note 2026 2025 Intangible assets 17 551,114 531,033 Rights of use 18 57,545 58,703 Property, plant and equipment 19 118,183 109,165 Investment property 20 287 287 Equity investments value at equity 14 14,529 17,539 for deferred tax assets Receivables 21 25,044 21,773 Other non-current receivables and assets 22 21,554 17,111 Total non-current assets 788,256 755,611 Inventory 23 145,295 147,590 Current trade receivables 24 650,790 604,600 Current tax receivables 25 12,479 15,709 Other current receivables and assets 22 158,310 157,742 Cash and cash equivalents 26 576,313 561,963 Total current assets 1,543,187 1,487,604 Non-current assets held for sale 27 121 121 Total assets 2,331,564 2,243,336 Share capital 28 37,127 37,127 Share premium reserve 28 7,156 33,144 Other reserves 28 (72,174) (70,459) Profits carried forward 28 488,146 446,110 Total shareholders’ equity attributable to the Group 460,255 445,922 Shareholders’ equity attributable to non-controlling interests 28 68,984 54,856 Total Shareholders’ equity 529,239 500,778 Non-current loans 29 217,450 217,114 Financial liabilities for non-current rights of use 29 37,409 38,693 Non current financial liabilities and commitments for purchase of shares from non-controlling interests 30 111,834 129,087 Employee benefits 31 63,294 64,876 Non-current provisions 32 9,068 6,926 Deferred tax liabilities 21 137,864 136,480 Total non-current liabilities 576,919 593,176 Current loans 29 184,551 201,378 Financial liabilities for current rights of use 29 18,995 18,489 Current financial liabilities and commitments for purchase of shares from non-controlling interests 30 31,336 46,872 Trade payables 33 672,297 595,063 Current tax payables 25 16,247 8,692 Other current liabilities 34 301,980 278,888 Total current liabilities 1,225,406 1,149,382 Total liabilities 1,802,325 1,742,558 Total shareholders’ equity and liabilities 2,331,564 2,243,336
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportCONSOLIDATED STATEMENT OF CASH FLOWS
Year ended April 30 (Euro thousands) Nota 2026 2025 Profit for the year 80,591 67,427
Adjustments for:
Amortisation and Depreciation 13 92,277 82,469 Income taxes 16 37,683 32,059 Accruals to provisions relating to personnel and other provisions 12,11 8,258 11,403 Net financial (income) expense 15 31,405 48,602 Profit of companies valued using the equity method 14 (896) (952) Other non-monetary entries 15 1,770 (8,655) Cash flows generated by operating activities before changes in net working capital 251,088 232,353 Change in inventory 23 2,227 21,479 Change in trade receivables 24 (48,888) 18,813 Change in payables to suppliers 33 75,509 (80,260) Change in other assets 22 (6,318) 2,150 Change in other liabilities 34 23,744 26,557 Use of provisions for risks 32 (1,506) (1,869) Employee benefits 31 (3,698) (5,442) Change in deferred taxes 21 - -
Change in receivables and payables for current taxes 25 (13,493) (2,226) Interest paid 15 (34,028) (53,088) Taxes paid (25,385) (41,235) Net cash flow generated by operating activities 219,251 117,232 Investments in companies net of cash acquired 5 (76,202) (72,619) Investments in property, plant and equipment 19 (28,409) (23,213) Investments in intangible assets 17 (34,995) (33,883) Disposal of property, plant and equipment and intangible assets 17,19 - -
Disposal of investment property 14 - -
Disposal of assets held for sale - -
Investments in associated companies 14 (64) (360) Disposal in associated companies 1,701 7,062 Non-current equity investments in other companies 22 (1,932) (135) Disposals of non-current equity investments in other companies 22 4,290 1,410 Dividends collected 2,057 542 Interest collected 15 4,896 6,284 Net cash flow generated by/(used in) by investment activity (128,658) (114,912) Subscription of long-term loans 4,29 165,000 153,566 Repayment of long-term loans 4,29 (127,776) (121,720) (Reduction)/increase in short-term loans 4,29 (61,560) 3,919 Repayment of financial liabilities for rights of use 29 (21,357) (20,018) Investments/disinvestments in financial assets 22 7,183 (3,586) Change in Group’s equity 28 - -
Change in equity attributable to non-controlling interests 28 - -
181 www.sesa.it Consolidated financial statements as of April 30, 2026CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Please refer to Note 28 for details of the changes in the consolidated shareholders’ equity items.
(Euro thousands)Share
capital Share
premiumOther
reservesProfits for the year and profits carried
forwardShareholders’
equity attri-
butable to the
Group Shareholders’
equity attributable
to non-controlling
interestTotal
Shareholders
’ equity
At April 30 2024 37,127 33,144 (48,925) 408,238 429,584 47,761 477,345 Profit for the year - - - 62,202 62,202 5,225 67,427 Actuarial gain/(loss) for employee benefits - gross - - (1,898) - (1,898) (221) (2,119) Actuarial gain/(loss) for employee benefits - tax effect - - 456 - 456 53 509 Comprehensive income for the year - - (1,442) 62,202 60,760 5,057 65,817 Transactions with shareholders - - - - - - -
Purchase of treasury shares - -(11,785) - (11,785) - (11,785) Sale of treasury shares - - - - - - -
Distribution of dividends - - - (15,494) (15,494) (2,712) (18,206) Assignment of shares in execution of Stock Grant plan - - (2,559) - (2,559) - (2,559) Stock Grant plan - shares vesting in the period - - 7,169 - 7,169 - 7,169 Allocation of profit for the year - - 5,941 (5,941) - - -
Change in the scope of consolidation and other changes - -(18,858) (2,895) (21,753) 4,750 (17,003) At April 30, 2025 37,127 33,144 (70,459) 446,110 445,922 54,856 500,778 Profit for the year - - - 71,691 71,691 8,900 80,591 Actuarial gain/(loss) for employee benefits - gross - - (433) - (433) 902 469 Actuarial gain/(loss) for employee benefits - tax effect - - 111 - 111 (223) (112) Comprehensive income for the year - - (322) 71,691 71,369 9,579 80,948 Transactions with shareholders - - - - - - -
Purchase of treasury shares - -(24,980) - (24,980) - (24,980) Sale of treasury shares - (25,988) 31,131 - 5,143 - 5,143 Distribution of dividends - - - (15,495) (15,495) (2,401) (17,896) Treasury shares 28 (19,837) (11,785) Dividends distributed 28 (17,896) (18,207) Net cash flow generated by/(used in) financial activities (76,243) (17,831) Translation difference on cash and cash equivalents - -
Change in cash and cash equivalents 14,350 (15,511) Opening balance of cash and cash equivalents 26 561,963 577,474 Closing balance of cash and cash equivalents 26 576,313 561,963
182 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportNotes to the Consolidated
Financial Statements
1. General Information Sesa SpA (hereinafter “Sesa”, the “Company” or the “Parent Company”) is a company incorporated and domiciled in Italy, with registered office in Empoli, at no. 138 Via Piovola, organised in compliance with the legal system of the Italian Republic.
Sesa S.p.A. is the parent company of a Group operating in the Information Technology sector throughout Italy and in several foreign countries, including Germany, Switzerland, Austria, France, Spain, Romania, and China. It is the leading operator in Digital Technology services, Consulting, and Vertical Applications for businesses and organizations.
The list of subsidiaries, associates, and joint ventures included in the scope of consolidation is provided in the notes to the consolidated financial statements.
The Company is controlled by ITH SpA, which holds 56.88 per cent of the share capital. In turn, ITH SpA is controlled by HSE SpA, which holds 73.28 percent, of the share capital of ITH SpA.
Sesa SpA has a duration, as stated in the Articles of Association, until April 30, 2075.
This document was approved by the Company’s Board of Directors on July 16, 2026.
These Consolidated Financial Statements are subject to independent audit by KPMG SpA.2. Summary of Accounting Standards The main accounting criteria and standards applied in the preparation of the consolidated financial statements of Sesa SpA for the year ended April 30, 2026 (hereinafter the “Consolidated financial statements”) are illustrated below.
2.1. Basis of Preparation The Consolidated financial statements for the year ended April 30, 2026, have been prepared in accordance with the international accounting standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and approved by the European Union, and with the provisions issued in implementation of art. 9 of Legislative Decree no.
38/2005. The “IFRS” also include all revised international accounting standards (“IAS”), as well as all interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and the previous Standing Interpretations Committee (SIC).
The set of all standards and interpretations referred to above is referred to below as “IFRS”. These Consolidated Financial Statements have been prepared in implementation of paragraph 3 of art. 9 of Legislative Decree no. 38 of February 28, 2005.
The Consolidated financial statements have been prepared under the assumption that the company is a going concern, in that the Directors have verified that there are no financial, management or other indicators such as to indicate critical issues regarding the Group’s ability to fulfil its obligations in the foreseeable future and particularly in the next 12 months.
A description of how the Group manages financial risks is contained in note 3 on “Financial risk management”.(Euro thousands)Share
capital Share
premiumOther
reservesProfits for the year and profits carried
forwardShareholders’
equity attri-
butable to the
Group Shareholders’
equity attributable
to non-controlling
interestTotal
Shareholders
’ equity
Assignment of shares in execution of Stock Grant plan - - (2,416) - (2,416) - (2,416) Stock Grant plan - shares vesting in the period 7,773 7,773 7,773 Allocation of profit for the year 7,987 (7,987) Change in the scope of consolidation and other changes (20,888) (6,173) (27,061) 6,950 (20,111) At April 30, 2026 37,127 7,156 (72,174) 488,146 460,255 68,984 529,239
183 www.sesa.it Consolidated financial statements as of April 30, 2026The Consolidated financial statements have been prepared and presented in Euro, which is the currency of the prevailing economic environment in which the Group operates. All amounts included in this document, unless otherwise indicated, are stated in Euro thousands.
The financial statement schedules and relative classification criteria adopted by the Group within the scope of the options envisaged by IAS 1 Presentation of Financial Statements are
indicated below:
• the statement of financial position has been prepared with the classification of assets and liabilities according to the
“current/non-current” criterion;
• the income statement has been prepared with the lassification of operating costs by type;
• the statement of comprehensive income includes, in addition to the profit for the year resulting from the income statement, other changes in shareholders’ equity items attributable to transactions not entered into with Company shareholders;
• the statement of cash flows shows the cash flows from operating activities according to the “indirect method”;
• the statement of changes in Shareholders’ Equity.
Assets and liabilities are shown separately and without offsetting.
An asset is considered current when:
•the asset is expected to be realised, or is expected to be sold or used in the normal course of the organisation’s
operating cycle;
• it is held primarily for trading;
• it is expected to be realised within twelve months of the end of the financial year; or • it is in the form of cash or cash equivalents, unless it is precluded from trading or used to settle a liability for at least twelve months after the end of the financial year.
A liability is considered current when:
• the liability is expected to be settled in the normal course of the organisation’s operating cycle;
• it is held primarily for trading;
• it is expected to be settled within twelve months of the end of the financial year; or • the organisation does not have an unconditional right to defer settlement of the liability for at least twelve months following the end of the financial year.
The Consolidated Financial Statements are prepared on a going concern basis, applying the historical cost method, except for those items that are recognised at fair value under IFRS, as indicated in the valuation criteria for individual items.The currency used by the Group for the presentation of the consolidated financial statements is the Euro, the functional currency of the Parent Company; all amounts are expressed in Euro thousands, except where otherwise indicated.
For the purpose of Consob disclosure on related parties, please see the specific Note 36 with details of related parties and impact on the relative items in the financial statements.
The Consolidated Financial Statements provide comparative information for the previous year.
The Consolidated Financial Statements have been prepared in consideration of all specific disclosure requirements and only the information deemed relevant in accordance with the definition of IAS 1.7 has been reported.
2.2. Scope of Consolidation and Consolidation Criteria The Consolidated financial statements include the financial statements of the Company as well as the financial statements of the subsidiaries approved by their respective administrative bodies. These financial statements have been suitably adjusted, where necessary, to bring them into line with IFRS and the Company’s reporting date of April 30. The subsidiaries as of April 30, 2026 are detailed in Annex 1, which is an integral part of the Consolidated financial statements. For further details on the main changes that occurred in the scope of consolidation in the year under review, see note 5.
SUBSIDIARIES
Subsidiaries are the companies over which the Group holds control. The Group controls a company, regardless of the nature of their formal relationship, when it is exposed to variable returns, or holds rights to those returns, arising from its relationship with it and has the ability to affect those returns by exercising its power over that company.
The values of subsidiaries are fully consolidated line by line in the consolidated accounts from the date on which the Group acquires control until the date on which such control ceases to exist.
Subsidiaries are consolidated on a line-by-line basis from the date on which control is effectively acquired and cease to be consolidated from the date on which control is transferred to a third party. The criteria adopted for line-by-line consolidation are the following:
184 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report• business combinations of companies in which the control of an entity is acquired are recognised, in accordance with the provisions of IFRS 3, using the acquisition method.
Par. 5 of IFRS 3 identifies five steps that make up the business combination, namely:
• identification of the buyer;
• definition of the acquisition date;
• recognition and measurement of identifiable assets and liabilities and non-controlling interests;
• recognition and measurement of goodwill or a gain arising from a purchase at a favourable price;
• determination of the value of the consideration, cost or purchase price of the business combination;
• the Group identifies the party obtaining control of the other acquired party as the buyer. As envisaged by IFRS 10, the Group considers that it has obtained control of the acquired party only if it possesses all of the following:
• power over the subsidiary;
• Exposure to the variability of the results achieved by
the subsidiary;
• ability to influence the company, such as to have an effect on the results (positive or negative) for the
investor;
• the Group defines the acquisition date as the date on which the Group obtains control of the party acquired.
The acquisition date does not necessarily coincide with the date of signing the contract or the date of payment of the consideration; the acquisition cost is represented by the current value (“fair value”) on the date of purchase of the assets transferred, liabilities assumed and equity instruments issued. The identifiable assets, liabilities and potential liabilities assumed are recorded at their current value on the acquisition date, except for deferred tax assets and liabilities, assets and liabilities for employee benefits and assets held for sale, which are recorded in accordance with the pertinent accounting standards. When recording business combinations, i.e.
when allocating the purchase price, the Group generally identifies the following intangible assets:
• Technological Know-How, in relation to the key and specialised competences acquired with the entry of the target companies into the Group; this know-how is protected by employment contracts with non-competition agreements for strategic personnel;
• client lists in relation to the customer portfolio of the specific segment in which the acquired companies operate;• accessory costs of the transaction are recognised in the income statement at the time they are incurred;
• the acquisition cost also includes the potential consideration, recorded at fair value on the date of acquisition of control and, if the conditions are met, the expected value of any put options granted to minority shareholders. Subsequent changes in fair value are recognised in the income statement if the potential consideration is a financial asset or liability. Potential consideration classified as shareholders’ equity is not recalculated and the subsequent extinction is recognised directly under shareholders’ equity;
• the interests of minority shareholders are recognised in shareholders’ equity, on the acquisition date, in cases where the Group holds an interest of less than 100% (through share ownership or through put options granted to vendors of less than 100%). The measurement of minority interests becomes a decisive variable in the measurement of intangibles arising from the acquisition, in the case of technological know-how and client lists;
• minority interests are recognised on the basis of the percentage of fair value ownership in the acquiree’s net
assets;
• if the business combinations through which control is acquired take place in several stages, the Group recalculates the interest previously held in the acquiree at the respective fair value on the acquisition date and recognises any resulting gain or loss in the income
statement;
• acquisitions of minority interests relating to entities for which control already exists, or the disposal of minority interests that do not result in the loss of control, are considered equity transactions; consequently, any difference between the acquisition/disposal cost and the related portion of shareholders’ equity acquired/disposed of is recognised as an adjustment of the Group’s
shareholders’ equity;
• business combinations in which the participating com-
panies are definitively controlled by the same company or companies both before and after the business combination, with said control being permanent, are classified as transactions “under common control”. These transactions do not fall within the scope of IFRS 3, which governs the method of accounting for business combinations, nor of other IFRS. In the absence of a reference accounting standard, the Group, in accordance with the provisions
185 www.sesa.it Consolidated financial statements as of April 30, 2026of OPI 1 Accounting treatment of “business combinations of entities under common control” in the statutory and consolidated financial statements, issued by Assirevi, and with the provisions of IAS 8, has booked these entities on the basis of the book values resulting from the financial statements of the company acquired on the date of transfer. Any differences between the cost incurred for the acquisition and the relative portions of shareholders’ equity acquired are recorded directly under shareholders’
equity;
• significant gains and losses, including the related tax effects, deriving from transactions between companies consolidated on a line-by-line basis and not yet realised with third parties, are eliminated, except for losses that are not eliminated if the transaction provides evidence of impairment of the asset transferred. Reciprocal payables and receivables, costs and revenues, and financial income and expenses are also eliminated, if significant;
• the financial statements of subsidiaries are prepared using the currency of the main economic environment in which they operate.
ASSOCIATED COMPANIES
Associated companies are those over which the Group exercises significant influence, which is presumed to exist when between 20% and 50% of the voting rights are held.
Investments in associated companies are valued using the equity method and are initially recorded at cost. The equity method is described below:
• the book value of these investments is aligned with the shareholders’ equity adjusted, where necessary, to reflect the application of IFRS, and includes the recognition of the higher values attributed to assets and liabilities and any goodwill, identified at the time of acquisition;
• profits or losses pertaining to the Group are recognised from the date on which the significant influence began and until the date on which the significant influence ceases. If, due to losses, the company valued using the equity method has a negative shareholders’ equity, the book value of the investment is cancelled and any excess pertaining to the Group, where the Group has undertaken to fulfil the legal or implicit obligations of the investee company, or to cover its losses, is recorded in a specific provision; changes in the equity of companies valued using the equity method, not represented by the result of the income statement, are recorded directly in the statement of comprehensive
income;
• unrealised profits and losses generated by transactions entered into between the Company/subsidiaries and the investee company valued using the equity method, including the distribution of dividends, are eliminated on the basis of the value of the Group’s interest in the investee company, except for losses where these represent a reduction in the value of the underlying asset.
CONVERSION OF TRANSACTIONS DENOMINATED
IN A CURRENCY OTHER THAN THE FUNCTIONAL CURRENCY
Transactions in a currency other than the functional currency of the entity entering into the transaction are converted using the exchange rate in force on the date of the transaction. Exchange gains and losses generated by the closing of the transaction or by the year-end conversion of assets and liabilities in foreign currency are recorded in the income statement.
2.3. Significant accounting standards The most significant accounting standards and valuation criteria used to prepare the Consolidated financial statements are briefly described below.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recognised at purchase or production, net of accumulated depreciation and any impairment losses. The purchase or production cost includes all costs directly incurred to prepare the assets for use, as well as any deinstallation and removal costs that will be incurred as a result of contractual obligations that require restoration of the asset to its original condition. Financial expenses, if directly attributable to the acquisition, construction or production of qualified assets, are capitalised and amortised on the basis of the useful life of the asset to which they refer.
Charges incurred for ordinary and/or cyclical maintenance and repairs are charged to the income statement when they are incurred. Costs relating to the expansion, modernisation or improvement of structural elements owned or under lease are capitalised to the extent that they meet the requirements for separate classification as an asset or part of an asset. Assets recorded in relation to leasehold improvements are depreciated on the basis of the duration of the rental contract, or on the basis of the specific useful life of the asset, if lower.
186 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportDepreciation is calculated on a straight-line basis using rates that allow depreciation of assets until the end of their useful life. When the asset subject to depreciation consists of distinctly identifiable elements the useful life of which differs significantly from that of the other parts comprising the asset, depreciation is carried out separately for each of these parts in accordance with the component approach method.
The estimated indicative useful life for the various categories of property, plant and equipment is as follows:
Class of property, plant and equipment Useful life in years
Buildings 33
General installations 7 Specific data centre installations 20 Furniture and furnishings 8 Office equipment 2-5
Vehicles 4
The useful life of property, plant and equipment is reviewed and updated, where applicable, at least at the end of each financial year. Land is not subject to depreciation.
RIGHT OF USE
Contracts for the leasing of property, plant and equipment entered into as a lessee entail the recognition of an asset representing the right to use the leased asset and the financial liability for the obligation to make the payments envisaged by the contract. In particular, the lease liability is recognised initially as equal to the current value of the future payments to be made, adopting a discount rate equal to the interest rate implicit in the lease or, if this cannot be easily determined, using the lessee’s incremental financing rate.
After initial recognition, the lease liability is measured at amortised cost using the effective interest rate and is restated following contractual renegotiations, changes in rates and changes in the valuation of any contractual options envisaged.
The right of use is initially recognised at cost and is subsequently adjusted to take into account amortisation and depreciation, any impairment losses and the effects of any recalculations of lease liabilities.
The Group has decided to adopt certain simplifications envisaged by the Standard, excluding from the treatment contracts with a duration less than or equal to 12 months (so-called “short-term”, calculated on the residual duration at first-time adoption) and those with a value of less than Euro five thousand (so-called “low-value”).
INTANGIBLE ASSETS
Intangible assets are assets without physical substance that are identifiable, controlled by the Group and capable of producing future economic benefits. They are recognised at purchase or internal production cost when it is likely that future economic benefits will be generated from their use and the related cost can be reliably determined. The cost includes directly attributable accessory expenses necessary to make the assets available for use. Development costs are recognised as intangible assets only when the Group can demonstrate the technical feasibility of completing the asset and that it has the ability, intention and availability of resources to complete the asset for use or sale.
Research costs are recognised in the Income Statement.
Intangible assets with a definite useful life are recognised net of the provision for amortisation and any accumulated impairment losses. Amortisation is calculated on a straight-line basis over the estimated useful life of the asset, which is reviewed at least
187 www.sesa.it Consolidated financial statements as of April 30, 2026annually; any changes in the amortisation criteria are applied prospectively.
See Note 4 “Estimates and Assumptions” for more details on the estimated useful life. Amortisation begins when the intangible asset becomes available for use. Consequently, intangible assets not yet available for use are not amortised but are subject to annual impairment tests.
The Group’s intangible assets have a definite useful life.
In particular, the following main intangible assets can be identified within the Group:
(a) Goodwill
Goodwill, if recognised, is classified as an intangible asset with an indefinite useful life and is initially recorded at cost, as previously described, and subsequently subject to measurement, at least annually, aimed at identifying any impairment losses (“impairment test”). The reversal of a previous impairment loss is not permitted.
(b) Other intangible assets with a definite useful life Intangible assets with a definite useful life are recognised at cost, as previously described, net of accumulated amortisation and any impairment losses. Amortisation begins when the asset is available for use and is allocated systematically in relation to the residual possibility of using the asset, i.e. on the basis of its estimated useful life.
The useful life estimated by the Group for the various categories of intangible assets is reported below:
Class of intangible asset Useful life in years Software licences and similar 5 Client lists 10-15 Technological know-how 20 The “Technological know-how” class includes the intangible value of the competences and technologies acquired externally by the Group in the context of the business combinations carried out; this asset, like the client lists, is recognised in the financial statements following the Purchase Price Allocation (PPA) process.
The useful life of intangible assets is reviewed and updated, where necessary, at least at the end of each financial year.
INVESTMENT PROPERTY
Properties held for the purpose of obtaining lease payments or for the purpose of increasing the value of the investment are recorded under “Investment property”. They are evaluated at purchase or production cost, plus any accessory costs, net of accumulated depreciation and any losses in value.
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD - ASSOCIATED COMPANIES
Associated companies are those over which the Group exercises significant influence, which is presumed to exist when the investment is between 20% and 50% of the voting rights. Investments in associated companies are valued using the equity method and are initially recorded at cost. The equity method is described below:
• the book value of these investments is aligned with the shareholders’ equity adjusted, where necessary, to reflect the application of IFRS and includes the recognition of the higher values attributed to assets and liabilities and any goodwill, identified at the time of acquisition;
• profits or losses pertaining to the Group are recognised from the date on which the significant influence began and until the date on which the significant influence ceases. If, due to losses, the company valued using the equity method has a negative
188 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportshareholders’ equity, the book value of the investment is cancelled and any excess pertaining to the Group, where the Group has undertaken to fulfil the legal or implicit obligations of the investee company, or to cover its losses, is recorded in a specific provision; changes in the equity of companies valued using the equity method, not represented by the result of the income statement, are recorded directly in the statement of comprehensive
income;
• unrealised profits and losses generated by transactions entered into between the Company/subsidiaries and the investee company valued using the equity method, including the distribution of dividends, are eliminated on the basis of the value of the Group’s interest in the investee company, except for losses where these represent a reduction in the value of the underlying asset.
IMPAIRMENT OF NON-FINANCIAL ASSETS - IMPAIRMENT OF
INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT
AND INVESTMENT PROPERTY
(a) Goodwill
As previously indicated, goodwill, if recognised, is subject to an impairment test annually or more frequently, in the presence of indicators that may suggest that it may have suffered an impairment loss. As of April 30, 2026 the Group has not recognised any goodwill. Where goodwill is recognised, the impairment test is carried out with reference to each of the cash-generating units (CGUs) to which the goodwill has been allocated. Any impairment of goodwill is recognised where its recoverable amount is lower than its carrying amount.
Recoverable amount means the higher of the fair value of the CGU, net of disposal costs, and its value in use, the latter being the present value of the estimated future cash flows for that asset. In determining value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects current market assessments of the cost of money, related to the investment period and the specific risks of the asset. Where the impairment resulting from the impairment test exceeds the value of the goodwill allocated to the CGU, the residual excess is allocated to the assets included in the CGU in proportion to their carrying amount. This allocation is subject to a minimum limit equal to the higher of:
• the fair value of the asset net of selling costs;
• the value in use, as defined above;
• zero.The original value of goodwill cannot be restored if the reasons for its reduction in value no longer exist.
(b) Assets (intangible, tangible and investment property) with a definite useful life At each balance sheet date, an impairment test is carried out to determine whether there are any indications that property, plant and equipment, intangible assets or investment property may have suffered a loss in value. To this end, both internal and external sources of information are considered.
Regarding the former (internal sources), the following are considered: the obsolescence or physical deterioration of the asset, any significant changes in the use of the asset and the economic performance of the asset relative to expectations.
Regarding external sources, the following are considered: the performance of market prices of assets, any technological, market or regulatory discontinuities, the trend in market interest rates or in the cost of the capital used to evaluate the investments.
If the presence of such indicators is identified, the recoverable amount of the aforementioned assets is estimated, recognising any impairment relative to the related book value in the income statement. The recoverable amount of an asset is the higher of the fair value, net of accessory selling costs, and its value in use, the latter being the present value of the estimated future cash flows for that asset. In determining value in use, the expected future cash flows are discounted using a pre-
tax discount rate that reflects current market assessments of the cost of money, related to the investment period and the specific risks of the asset. For an asset that does not generate largely independent cash flows, the recoverable amount is determined in relation to the cash-generating unit (CGU) to which that asset belongs.
The Sesa Group operates through five operating segments: the ICT VAS Sector, the SSI Sector, the Business Services Sector, the Digital Green VAS Sector and the Corporate and Digital Ecosystem Sector. Within the Sectors, Strategic Business Units (“SBUs”) are identified, bringing together companies that share common characteristics in terms of strategy, reference business, go-to-market, key people, competences and marketing activities. The breakdown of the business by SBUs reflects the operating and participatory management of the Group and the way in which performance is assessed by Management. The Group has structured a monthly control system that assesses performance at SBU level and has for
189 www.sesa.it Consolidated financial statements as of April 30, 2026years undertaken operations to consolidate and integrate minority shareholders within SBU holding companies, which allow an alignment of interests, a single-market approach and synergies in marketing, sales and specialist structures.
SBU management is measured on SBU performance. For the reasons set out above, the CGU is identified as the SBU. Where an SBU has not yet been established, or where the revenue of the individual legal entity is autonomous and independent of the SBUs, the CGU is identified as the individual subsidiary.
This breakdown reflects the management of the Group.
A loss in value is recognised in the income statement if the book value of the asset, or of the related CGU to which it is allocated, is higher than its recoverable value. Impairment of CGUs are first recognised as a reduction in the book value of any goodwill attributed to them and then as a reduction in other assets, in proportion to their book value and within the limits of their recoverable value. If the conditions for a previously made write-down no longer exist, the book value of the asset is restored and recorded in the income statement, within the limits of the net book value that the asset in question would have had if the write-down had not taken place and the relative amortisation had been applied.
TRADE RECEIVABLES AND OTHER FINANCIAL ASSETS
Business model adopted for its management, the following three categories are distinguished in compliance with IFRS 9 (i) financial assets measured at amortised cost; (ii) financial assets measured at fair value, recording the effects among the other comprehensive income components; (iii) financial assets measured at fair value, recording the effects in the income statement.
Financial assets are measured using the amortised cost method if both of the following conditions are met:
• the financial asset management model consists of hol-
ding the financial asset for the sole purpose of collecting the related cash flows;
• the financial asset generates, at contractually predetermi-
ned dates, cash flows that are exclusively representative of the return on the financial asset.
Financial assets representing debt instruments with a business model that envisages both the possibility of collecting the contractual cash flows and the possibility of realising capital gains on disposal (so-called business model hold to collect and sell), are measured at fair value, recording the effects under comprehensive income (FVTOCI).
A financial asset represented by debt securities that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement (FVTPL).
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Trade receivables are included in current assets, with the exception of those with a contractual maturity in excess of twelve months from the balance sheet date, which are classified as non-current assets. In the case of factoring transactions for trade receivables that do not involve transferral to the factor of the risks and rewards associated with the receivables assigned (the Group continues to be exposed to the risk of insolvency and delayed payment - the so-called assignments with recourse), the transaction is treated in the same way as a loan secured by the receivable subject to assignment. In this case, the receivable assigned continues to be represented in the Group’s balance sheet and financial report until it is collected by the factor and any advance obtained from the factor is offset by a financial payable. The financial cost of factoring transactions is represented by interest on the amounts advanced recognised in the income statement on an accruals basis, which are classified as financial expense.
Commissions accruing on sales with recourse are included under financial expense, while commissions on sales without recourse are recorded under other operating costs.
for these assets, with the aim of providing useful information to users of the financial statements on the relative expected losses. For trade receivables, the Group adopts a simplified approach to valuation which does not require the recognition of periodic changes in credit risk, but rather the recognition of an Expected Credit Loss (“ECL”) calculated over the entire life of the receivable.
Receivables are entirely written down when there is objective evidence that the Group will not be able to recover the receivable due from the counterparty on the basis of the contractual terms.
Objective evidence includes events such as:
• significant financial difficulties of the debtor;
• legal disputes with the debtor relating to receivables;
• the likelihood that the debtor will go bankrupt or that other financial restructuring procedures will be initiated,
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe amount of the write-down is measured as the difference between the book value of the asset and the current value of the estimated future cash flows and recorded in the income statement. If the reasons for the previous write-downs cea-
se to apply in subsequent periods, the value of the asset is reinstated up to the value that would have derived from the application of the amortised cost.
INVENTORY
Inventories are recorded at the lower between purchase or production cost and net realisable value, represented by the amount that the Group expects to obtain from their sale in the normal course of business, net of sale costs. The cost is determined using the FIFO method. The cost of finished and semi-finished products includes design costs, raw materials, direct labour costs and other production costs (determined on the basis of normal operating capacity). The valuation of inventories does not include financial expense, which is charged to the income statement when incurred, as the timing conditions for capitalisation are not met. Inventories of raw materials and semi-finished products that can no longer be used in the production cycle, and inventories of finished products that cannot be sold, are written down.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and bank deposits available and other forms of short-term investment with an original maturity of three months or less.
NON-CURRENT ASSETS HELD FOR SALE
Non-current assets with a book value that will be recovered mainly through sale rather than through continuous use are classified as held for sale and reported separately from other assets in the balance sheet and financial report. This condition is considered met when the sale is highly probable and the asset or group of assets being disposed of is available for immediate sale in its present condition.
Non-current assets held for sale are not subject to amortisation and are measured at the lower between their book value and fair value, minus sale costs.
A discontinued operating asset represents a part of the enterprise that has been disposed of or classified as held for sale and (i) represents an important business unit or geographical area of activity; (ii) is part of a coordinated plan to dispose of an important business unit or geographical area of activity; or (iii) is a subsidiary acquired solely for the purpose of being resold.
The results of discontinued operating assets are disclosed separately in the income statement, net of tax effects.
The corresponding figures for the previous year if any, are reclassified and disclosed separately in the income statement, net of tax effects, for comparative
FINANCIAL LIABILITIES
IFinancial payables are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method. In compliance with IFRS 9, they also include trade payables and payables of a varying nature. Financial payables are classified as current liabilities, except for those maturing more than twelve months after the balance sheet date and those for which the Group has an unconditional right to defer payment for at least twelve months after the reference date.
Financial payables are recorded at the date of negotiation of the transaction and are removed from the financial statements when they are extinguished and when the Group has transferred all the risks and charges relating to the instrument.
FINANCIAL LIABILITIES FOR RIGHTS OF USE
Lease agreement liabilities are initially measured at the current value of future lease payments unpaid at the lease commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. In general, the Group uses its own incremental borrowing rate as the discount rate.
The Group determines the incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and the type of asset leased.
Lease payments included in the measurement of the lease liability are as follows:
• the purchase fixed payments;
• option exercise price that the Group is rea- sonably cer-
tain to exercise and penalties for early termi- nation of a lease, unless the Group is reasonably certain not to ter-
minate the lease early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured in the event of a change in future lease payments resulting from a change in an
191 www.sesa.it Consolidated financial statements as of April 30, 2026index or a rate, in the event of a change in the Group’s estimate of the amount expected to be paid under a residual value guarantee, in the case of a change in the Group’s assessment of the exercise of a purchase, extension or termination option or in the case of early termination of a purchase, extension or termination option, or if the payment of a fixed lease is revised in substance.
When the lease liability is remeasured in this way, an adjustment corresponding to the carrying amount of the right of use is made, or it is recognised in the income statement if the carrying amount of the right of use has been reduced to zero.
The Group has chosen not to recognise assets and liabilities arising from the right of use for leases of low-value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis for the duration of the lease.
FINANCIAL LIABILITIES WITH MINORITY SHAREHOLDERS -
PAYABLES AND COMMITMENTS WITH MINORITY SHAREHOLDERS
FOR EQUITY INVESTMENTS
Financial liabilities arising from put and call option agreements on minority interests and the variable components of the purchase cost of equity investments (so-called earn-outs) are recognised at fair value at the date the agreements are signed.
The valuation of the liability is subsequently remeasured at the end of each reporting period and any changes are recognised in the income statement.
In cases in which less than 100 percent of the shares of a subsidiary in a business combination are acquired, a put option may be granted to the seller allowing them to sell their remaining interest in the subsidiary to the buyer at a specified price or in accordance with a predetermined pricing model.
Financial liabilities arising from put option agreements As already mentioned in the “Subsidiaries and Consolidation Procedures” section, the acquisition of control of a business is recognised in accordance with IFRS 3.
With regard to the put option granted to the selling shareholders, regardless of whether the price of exercising the put option is fixed or variable, in accordance with IAS 32 (paragraph 23), as these agreements entail an obligation for the Company to purchase shares, the Group recognises the a financial liability at the current value of the amount that the counterparty could be required to pay under the option agreement.Reference is made to IFRS 10, IAS 32 and IFRS 9 for the purpose of defining the balancing entry for the initial recognition of the financial liability for the purchase of equity investments. To this end, the transfer to the Group of the risks and rewards associated with the investment and the residual interests arising from the performance of the investment is analysed. If the way in which the put option price is defined is predetermined in the option agreement, i.e., with a fixed multiplier, the Group considers that the transfer of risks and rewards has already taken place and, as a result, the value of the financial liability arising from the put option is recognised as a reduction of minority interests. Moreover, based on the way the final price is determined, the Group considers that the selling shareholders do not retain any residual interest from the equity investment. Therefore, the shares of the results of the subsidiaries are not attributed to minority interests and any dividends paid to them are recorded as a balancing entry to the financial liability related to the put options granted to minority shareholders.
As indicated by IFRS 9, subsequent changes in the present value of the financial liability related to such put options are recognized in the income statement.
Financial liabilities for earn-outs Contingent consideration identified as an earn-out is an obligation of the buyer to transfer further financial assets to the former owners of the company acquired as part of the exchange of control of the company acquired if specific future events occur or certain conditions are met. All contingent consideration is measured at fair value on the acquisition date and included in the consideration transferred in the acquisition.
The fair value of contingent consideration is initially recognised by the buyer on the acquisition date as part of the consideration transferred, measured at fair value on the acquisition date.
Subsequent changes in the current value of contingent consideration resulting from additional information about facts and circumstances existing on the acquisition obtained by the buyer during the measurement period are measurement period adjustments; consequently, the recognition of the acquisition is adjusted. Contingent consideration classified as an asset or liability is subsequently remeasured at the current value on each balance sheet date until the event is extinguished, and changes in the current value are recognised in the income statement.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportDERIVATIVE INSTRUMENTS The subscription of derivative instruments (foreign exchange forward contracts) is aimed at hedging against exchange rate fluctuations related to the purchase of supplies in foreign currency, primarily U.S. dollars, based on a cash flow hedging strategy. The objective is to fix the cost of foreign currency supplies through the execution of related derivative contracts.
In the financial statements, compliance with the requirements of IFRS 9 for the application of “hedge accounting” is assessed, and for this purpose, the Company periodically performs effectiveness testing.
Derivatives are evaluated as securities held for trading and measured at fair value with a balancing entry in the income statement. They are classified under other current and noncurrent assets or liabilities. Financial assets and liabilities with a balancing entry in the income statement are initially recognised and subsequently measured at fair value and the relative accessory costs are immediately expensed in the income statement. Profits and losses deriving from changes in the fair value of exchange rate derivatives are presented in the income statement under financial income and expense in the period in which they are recorded.
EMPLOYEE BENEFITS
Short-term benefits consist of wages, salaries, relative social security charges, payments in lieu of holidays and incentives in the form of bonuses payable in the twelve months following the balance sheet date. These benefits are recorded as components of payroll costs in the period in which the work is performed.
Defined-benefit plans, which also include severance indemnities due to employees pursuant to Article 2120 of the Italian Civil Code (“TFR”), include the amount of benefits payable to employees that can only be quantified after termination of employment, and are linked to one or more factors such as age, years of service and remuneration; consequently, the relative cost is recorded in the income statement on the basis of actuarial calculations. The liability recognised in the financial statements for defined benefit plans corresponds to the current value of the bond at the balance sheet date.
Obligations for defined benefit plans are determined annually by an independent actuary using the projected unit credit method. The current value of the defined benefit plan is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in Euro, which takes into account the duration of the relative pension plan. Actuarial profits and losses arising from the above-
mentioned adjustments and changes in actuarial assumptions are recognised in comprehensive statement of income.
As of January 1, 2007, the 2007 budget law and the relative implementation decrees introduced significant changes to the rules governing employee severance indemnities, including the possibility for employees to choose the destination of their accruing employee severance indemnities. In particular, new flows of severance indemnity may be allocated by the employee to selected pension schemes or kept within the company. In the case of allocation to external pension funds, the company is only required to pay a defined contribution to the fund chosen, and from that date the newly accrued amounts are considered defined contribution plans which are not subject to actuarial evaluation..
STOCK GRANT PLAN
In compliance with IFRS 2 - Share-based payments, the total amount of the current value of the stock grants at the assignment date is recognised entirely in the income statement under payroll costs, with a balancing entry recognised directly under shareholders’ equity. If there is a “vesting period” in which certain conditions must be met (achievement of goals) for the assignees to become holders of the right, the cost of remuneration, determined on the basis of the current value of the shares at the assignment date, is recognised under payroll costs on a straight-line basis over the period between the assignment date and the vesting date, with a balancing entry recognised directly under shareholders’ equity.
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges are set aside to hedge losses and specific expenses which definitely or probably exist but for which the amount or date of occurrence cannot be determined.
The entry is recorded only when there is a current obligation, legal or implicit, for a future outflow of economic resources as a result of past events and it is probable that such outflow is necessary for the fulfilment of the obligation.
This amount represents the best estimate of the cost of extinguishing the obligation. The rate used to determine the current value of the liability reflects current market values and takes into account the specific risk associated with each liability. When the financial effect of time is significant and the dates of payment of the obligations can be reliably estimated,
193 www.sesa.it Consolidated financial statements as of April 30, 2026the provisions are measured at the current value of the expected outlay using a rate that reflects market conditions, the change in the cost of money over time and the specific risk associated with the obligation. The increase in the value of the provision, determined by changes in the cost of money over time, is recorded as interest expense. The risks for which the occurrence of a liability is only a possibility are indicated in the specific section providing information on potential liabilities and no provision is made for them.
TRADE PAYABLES AND OTHER LIABILITIES
Trade payables and other liabilities are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method.
DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES
RELATED TO TRADE RECEIVABLES
The company uses contracts for the assignment of trade receivables “without recourse”. Financial assets referring to trade receivables are derecognised whenever one of the following conditions occurs:
• the contractual right to receive the cash flows associated with the receivable has expired;
• the Group has transferred substantially all risks and rewards associated with the receivable, either by tran-
sferring its rights to receive cash flows from the asset or by entering into a contractual obligation to transfer the cash flows received to one or more possible beneficiaries under a contract that meets the requirements of IFRS 9 (the “pass through test”); the Group has neither transfer-
red nor substantially retained all the risks and rewards associated with the financial asset related to the assigned trade receivables, but has transferred control.
Financial liabilities related to trade receivables assigned are derecognised when they are settled, i.e. when the contractual obligation is fulfilled, cancelled or expired.
EARNINGS PER SHARE
(a) Earnings per share - basic Basic earnings per share is calculated by dividing the Group’s share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares.(b) Earnings per share - diluted Diluted earnings per share is calculated by dividing the Group’s share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares.
To calculate diluted earnings per share, the weighted average number of shares in circulation is modified by assuming the exercise by all the assignees of rights that potentially have a diluting effect, while the Group’s share of profit is adjusted to take into account any effects, net of taxes, of the exercise of such rights.
TREASURY SHARES
Treasury shares are recorded as a reduction in shareholders’ equity. The original cost of the treasury shares and the revenues deriving from any subsequent sales are recorded as changes in shareholders’ equity.
RECOGNITION OF REVENUES
On the basis of the five-stage model introduced by IFRS 15, the Group proceeds with the recognition of revenues after identifying the contracts with its customers and the relative services to be provided (transfer of goods and/or services), determining the payment to which it believes it is entitled in exchange for the provision of each of these services, and assessing the manner in which these services are to be provided (fulfilment at a given time versus fulfilment over time).
When the above requirements are met, the Group applies the recognition rules described:
• revenues from the sale of products are recognised when control connected with ownership of the goods is transferred to the buyer, or when the customer acquires full capacity to decide on the use of the goods and to substantially reap all the benefits;
• revenues from services are recognised when they are rendered with reference to the state of progress;
• revenues also include lease payments recognised on a straight-line basis throughout the duration of the contract.
• Revenues are recognised at the fair value of the price received for the sale of products and services in the ordinary course of the Group’ s business. Revenues are recognised net of value added tax, expected returns, allowances, discounts and certain marketing activities carried out with the help of customers, the value of which depends on the revenues themselves.
In application of IFRS 15, the Group has identified the
194 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportdistribution of specific software solutions and the sale of cloud-
based software as revenues to be recognised in agent mode.
RECOGNITION OF COSTS
Costs are recognised when they relate to goods and services purchased or consumed during the year or by systematic allocation. Cash discounts on invoices defined with technology suppliers are deducted from the purchase cost as the commercial component is considered to be the predominant component.
OTHER FINANCIAL INCOME AND EXPENSE
For all financial assets and liabilities measured at amortised cost and interest-bearing financial assets classified as at fair value and recognised in the Comprehensive Income Statement, interest income and interest expense are recognised using the effective interest rate method.
Interest income is recognised to the extent that it is likely that the Group will reap economic benefits and their amount can be reliably measured. Other financial income and expenses also include changes in the fair value of financial instruments other than derivatives.
DIVIDENDS
Dividends are recognised when the unconditional right to receive payment is established. Dividends and interim dividends payable to shareholders of the Parent Company and to minority interests are recognised as a change in shareholders’ equity on the date they are approved by the Shareholders’ Meeting and the Board of Directors, respectively.
TAXES
Current income taxes Current income taxes for the year, recorded under “current tax payables” net of payments on account, or under “current tax receivables” if the net balance is a receivable, are determined on the basis of estimated taxable income and in accordance with current regulations.
These payables and receivables are determined by applying the tax rates envisaged by measures enacted or substantially enacted as of the balance sheet date.
Current taxes are recognised in the Income Statement, with the exception of those relating to items recognised outside the Income Statement, which are recognised directly in shareholders’ equity.Deferred income tax assets and liabilities Deferred tax liabilities and deferred tax assets are calculated on the temporary differences between the book values of liabilities and assets recognised in the financial statements and the corresponding values recognised for tax purposes, applying the tax rate in force on the date the temporary difference occurs, determined on the basis of the tax rates envisaged by measures enacted or substantially enacted as of the balance sheet date.
Deferred tax liabilities are recognised in relation to taxable temporary differences, unless such liabilities arise from the initial recognition of goodwill or with reference to taxable temporary differences relating to investments in subsidiaries, associated companies, when the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets refer to all deductible temporary differences, as well as to the carrying forward of unused tax losses and tax credits.
Deferred and prepaid income taxes are recognised in the Income Statement, with the exception of those related to items recognised outside the Income Statement, which are recognised directly in shareholders’ equity.
Deferred tax assets and deferred tax liabilities are offset only if there is a legally enforceable right to offset current tax assets against current tax liabilities and if they relate to income taxes levied by the same taxation authority on the same taxable entity or on different taxable entities that intend to settle current tax liabilities and assets on a net basis, or realise the assets and settle the liabilities simultaneously, in each subsequent period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
2.4. Newly issued accounting standards Listed below are the standards that had already been issued on the date of preparation of the Group’s consolidated financial statements but were not yet in force. The list refers to standards and interpretations that the Group expects will be reasonably applicable in the future. The Group intends to adopt these standards when they become effective.
AMENDMENTS TO IAS 21: LACK OF EXCHANGEABILITY
In August 2023 the International Accounting Standards Board (IASB) published an amendment entitled “Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack
195 www.sesa.it Consolidated financial statements as of April 30, 2026of Exchangeability”. The document clarifies when a currency is convertible into another currency and requires an entity to identify a methodology to be applied consistently in order to verify whether a currency can be converted into another and, when this is not possible, how to determine the exchange rate to be used and the disclosure to be provided in the notes. The adoption of this amendment did not have any effect on the Group’s consolidated financial statements.
2.5. Accounting standards, amendments and interpretations not yet applicable The standards that, as of the date of preparation of the Group’s Consolidated financial statements, had already been issued but were not yet effective, and which have not been early adopted by the Group, are illustrated below.
IFRS 18 PRESENTATION AND DISCLOSURE IN FINANCIAL
STATEMENTSIFRS 18 will replace IAS 1 Presentation of Financial Statements and will apply from the years beginning on January 1, 2027. The new accounting standard introduces the following changes:
• Entities will have to classify all income and expense items into the following five categories of the statement of profit/(loss) for the year: operating activities, investing activities, financing activities, discontinued operations and income taxes. In addition, entities will have to present the operating result, as defined by IFRS 18, as a new subtotal.
The profit/(loss) for the year of the entities will not change;
• The performance indicators defined by company management (MPM) will have to be indicated in a single note to the financial statements;
• The standard provides specific guidance on the methods of aggregating and disaggregating information in the financial statements.
In addition, all entities will have to use the operating result subtotal as the starting point of the statement of cash flows when it is presented using the indirect method. The Group is still assessing the effect of applying the new accounting standard.
Other standards
Document title Effective date* Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7) January 1, 2026 Annual cycle of improvements to IFRS accounting standards – Volume 11 (Amendments to IAS 7 and IFRS 1, 7, 9, 10) January 1, 2026 Contracts linked to nature-dependent electricity (Amendments to IFRS 9 and IFRS 7) January 1, 2026 Conversion into a presentation currency of a hyperinflationary economy (Amendments to IAS 21) January 1, 2027 FRS 19 Subsidiaries without ‘public accountability’: disclosures and subsequent amendments to IFRS 19 January 1, 2027 *For financial years beginning on or after 1 January.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe Group is assessing whether the accounting standards, amendments and interpretations not yet adopted will have an impact on the consolidated financial statements.
3. Financial Risk Management The Group’s assets are exposed to the following risks: market risk (defined as exchange and interest rate risk), credit risk, liquidity risk and capital risk. The Group’s risk management strategy aims to minimise potential negative effects on the Group’s financial performance. Risk management is centralised in the treasury function, which identifies, evaluates and hedges financial risks in close collaboration with the Group’s operating units. The treasury function provides indications for monitoring risk management, as well as indications for specific areas, concerning interest rate risk, exchange rate risk and the use of derivative and non- derivative instruments.
vMARKET RISK
The Group is exposed to market risks with regard to interest rates and exchange rates.
INTEREST RATE RISK
Exposure to interest rate risk mainly derives from the fact that Group companies carry out a commercial activity characterised by a negative financial requirement during certain periods of the year.
This need is hedged through the sale of receivables, loans and credit lines at floating rates. The Group did not consider it appropriate to activate specific financial instruments to hedge interest rate risks, as, considering the current level of financial indebtedness and interest rates, these would, on the whole, be inconvenient compared to any benefits. The amount of floating rate debt not hedged by the interest rate risk represents the main risk element due to the possible impact on the income statement as a result of an increase in market interest rates.
On the basis of an analysis of the Group’s indebtedness, it should be noted that all long-term and short-term debts as of April 30, 2026 are at floating rates.
EXCHANGE RATE RISK
The Group is active mainly on the Italian market and its exposure to exchange rate risk is limited to a few minor purchases and sales of goods in US dollars.
In order to reduce the exchange rate risk deriving from expected assets, liabilities and cash flows in foreign currencies, the Group uses forward contracts to hedge cash flows in currencies other than the Euro. The Group mainly establishes the exchange rates of the functional currencies of the Group companies (Euro) against the US dollar, as some purchases and sales of consumables and goods are denominated in US dollars. In fact, it is the Group’s policy to hedge, where possible, commercial forecast flows in US dollars deriving from certain or highly probable contractual commitments. The maturity of existing forward contracts does not exceed 12 months. The instruments adopted by the Group do not meet all the requirements necessary to be recorded in accordance with the rules of hedge accounting.
As of April 30, 2026, there were 62 forward contracts of which 17 with a positive fair value of Euro 79 thousand, and 45 contracts with a negative fair value of Euro 416 thousand.
CREDIT RISK
Credit risk essentially derives from receivables from customers for the sale of products and services. As regards credit risk relating to the management of financial and cash resources, deposited on a pro tempore basis with credit institutions, the Group has procedures in place to ensure that relations are maintained with high-profile and secure independent counterparties. As of April 30, 2026, almost all of the financial and cash resources are deposited with contracted or investment grade counterparties.
To mitigate credit risk related to commercial counterparties, the Group has implemented procedures aimed at ensuring that sales of products are carried out with customers considered reliable on the basis of past experience and available information, as well as using risk hedging procedures using credit insurance and/or non-recourse factoring contracts.
Furthermore, the Group constantly monitors its commercial exposure and ensures that receivables are collected in compliance with the contractual deadlines.
With reference to trade receivables, the most risky situation concerns relations with resellers. The collections and payment times of these receivables are, therefore, monitored constantly.
The amount of financial assets considered doubtful and not significant is however hedged by appropriate accruals to the provision for bad debts. See note 24 for more details on the provision for bad debts.
The following table provides a breakdown of current trade
197 www.sesa.it Consolidated financial statements as of April 30, 2026receivables as at April 30, 2026 and April 30, 2025, grouped by due date, net of the portion of the provision for bad debts.
Current Trade Receivables (Euro thousands) At April 30 2026 At April 30 2025 Yet to mature 556,296 491,947 Expired by 0-90 days 79,681 83,667 Expired by 90-180 days 6,010 19,412 Expired by 180-360 days 6,936 7,763 Expired by over 360 days 1,868 1,810 Total 650,790 604,600 The change in receivables falling due reflects the increase in the Group’s turnover. The overdue portion remains adequately monitored by the Group and is subject to assessment in the estimate of the provision for doubtful receivables.
The following table provides a breakdown of current trade receivables at 30 April 2026 and 30 April 2025, grouped by ageing, net of the related portion of the allowance for doubtful debts.
LIQUIDITY RISK
Liquidity risk is associated with the Group’s ability to fulfil its commitments deriving mainly from financial liabilities. Prudent management of the liquidity risk arising from the Group’s normal operations implies maintaining an adequate level of cash and cash equivalents and the availability of funds obtainable through an adequate amount of credit lines.
It should also be noted that:
• there are different sources of financing, with different banks;
• there are no significant concentrations of liquidity risk with regard to both financial assets and sourcing of funding.
The following tables show the expected cash flows in future years for financial liabilities as of April 30, 2026 and April 30, 2025:
At April 30 2026 (Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 years Current and non-current loans 379,544 162,094 217,450 Short-term loans 21,189 21,189 Payables and commitments for the purchase of participations from minority shareholders 143,170 31,336 105,068 6,766 Advances received from factoring companies 1,268 1,268 Financial liabilities for rights of use 56,404 18,995 33,808 3,601 Trade payables 672,297 672,297 Other current and non-current payables 301,980 301,980
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportAt April 30 2025 (Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 years Current and non-current loans 321,832 104,718 217,114 Short-term loans 95,896 95,896 Payables and commitments for the purchase of participations from minority shareholders175,959 46,872 110,359 18,728 Advances received from factoring companies 764 764 Financial liabilities for rights of use 57,182 18,489 33,557 5,136 Trade payables 595,063 595,063 Other current and non-current payables 278,888 278,888
CAPITAL RISK
The Group’s goal in terms of capital risk management is mainly to safeguard business continuity so as to guarantee returns for shareholders and benefits for other stakeholders. The Group also aims to maintain an optimal capital structure in order to reduce the cost of borrowing.
FINANCIAL ASSETS AND LIABILITIES BY CATEGORY
With reference to the classification and valuation of financial assets, it should be noted that the financial assets held by the group
are valued:
• At amortised cost in the case of financial assets and liabilities related to the “hold to collect” business model;
• At fair value through other comprehensive income (FVOCI) in the case of financial assets and liabilities related to the “hold to collect and sell” business model;
• At fair value through profit or loss (FVPL) in the case of financial assets and liabilities related to other business models.
A financial asset representing a debt instrument that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement. The fair value of trade receivables and other financial assets, trade payables and other payables and other financial liabilities, recorded under “current” items of the statement of financial position measured using the amortised cost method, as these are mainly assets underlying commercial transactions the settlement of which is envisaged in the short term, does not differ from the book values of the financial statements as of April 30, 2026 and April 30, 2025. Non-current financial assets and liabilities are settled or measured at market rates and their fair value is therefore deemed to be substantially in line with current book values. The following table provides a breakdown of financial assets and liabilities by category as of April 30, 2026 and April 30, 2025:
199 www.sesa.it Consolidated financial statements as of April 30, 2026At April 30 2026 (Euro thousands)Assets and liabilities at amortised costFVOCI assetsAssets and liabilities at FVPLAssets and liabilities at FVPL / Derivate
financial instrumentsTotal
Assets
Current trade receivables 650,790 - - - 650,790 Other current and non-current assets 166,976 - 12,888 - 179,864 Cash and cash equivalents 576,313 - - - 576,313 Total assets 1,394,079 - 12,888 - 1,406,967
Liabilities
Current and non-current loans 402,001 - - - 402,001 Payables and commitments for the purchase of participations from minority shareholders26,835 - 116,335 - 143,170 Financial liabilities for rights of use 56,404 - - - 56,404 Trade payables 672,297 - - - 672,297 Other current liabilities 297,959 - - 4,021 301,980 Total liabilities 1,455,496 - 116,335 4,021 1,575,852 At April 30 2025 (Euro thousands)Assets and liabilities at amortised costAssets and liabilities at FVPLAssets and liabilities at FVPL / Deri-
vate financial instrumentsTotal
Assets
Current trade receivables 604,600 604,600 Other current and non-current assets 156,452 18,396 5 174,853 Cash and cash equivalents 561,963 561,963 Total assets 1,323,015 18,396 5 1,341,416
Liabilities
Current and non-current loans 418,492 418,492 Payables and commitments for the purchase of participations from minority shareholders19,018 156,941 175,959 Financial liabilities for rights of use 57,182 57,182 Trade payables 595,063 595,063 Other current liabilities 277,533 1,355 278,888 Total liabilities 1,367,288 156,941 1,355 1,525,584
FAIR VALUE ESTIMATE
IFRS 13 defines fair value as the price that would be received for the sale of an asset or paid for the transfer of a liability at the measurement date in a free transaction between market operators. The fair value of financial instruments listed on an active market is based on the market prices on the closing date. The fair value of instruments that are not listed on an active market is determined using valuation techniques based on a series of methods and assumptions linked to market conditions at the balance sheet date.
The following table shows the classification of the fair values of financial instruments on the basis of the following hierarchical levels:
200 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report• Level 1: Fair value determined with reference to listed (unadjusted) prices on active markets for identical financial instruments;
• Level 2: Fair value determined using valuation techniques with reference to variables observable on active markets;
• Level 3: Fair value determined using valuation techniques with reference to variables that cannot be observed on active markets.
The table below shows the assets and liabilities that, as of April 30, 2026, were measured and recorded at fair value, indicating the hierarchical level of their fair value:
Estimate fair value (Euro thousands) Level 1 Level 2 Level 3 Asset measured at Fair Value Derivative financial instruments Assets available for sale Investments in other companies 8,268 Other Assets 4,620 Total 4,620 8,268 Liabilities measured at Fair Value Derivative financial instruments 4,021 Financial liabilities at fair value through profit or loss 19,899 Other Liabilities 96,436 Total 4,021 116,335 The forward currency transactions entered into by the Group to manage foreign exchange risk on certain supplies denominated in currencies other than the Euro are considered derivative financial instruments. The asset and liability fair value was determined using observable currency exchange rates at the date of preparation of the financial statements.
Other assets include units of mutual funds issued by leading intermediaries and recognised at fair value based on data observable in the active market, as well as an insurance policy measured at fair value based on its surrender value.
The derivative financial instruments item reports the fair value (MtM) of the Euro/Dollar forward transactions as at 30 April 2026.
Non-current investments in other companies relate to companies not listed on an active market. These investments are measured at cost, net of any impairment losses. The measurement of these investments therefore represents the best approximation of fair value.
Financial liabilities classified in Level 3 of the fair value hierarchy pursuant to IFRS 13 mainly consist of contingent considerations (earn-outs) and put options granted to minority shareholders in the context of business combination transactions. The fair value of these liabilities is determined using valuation models that incorporate significant unobservable inputs, primarily represented by forward-looking projections of expected cash flows (linked in particular to EBITDA forecasts) and the net financial position of the acquired companies, as well as by the discount rates applied to the expected cash flows. It should be noted that the estimated fair value would increase (decrease) if the expected cash flows were higher (lower) or if the risk-adjusted discount rate were lower (higher).
The liabilities in question relate to a large number of agreements entered into in the context of different acquisition transactions completed over the years. The variables underlying the valuation models therefore reflect the specific economic and operational characteristics of the individual acquired companies and are generally not subject to uniform measurement across the different positions. For the purposes of the disclosure required by IFRS 13, and in light of the above, an assessment of the relevance of the information to be provided was carried out, taking into account the materiality principles set out in IAS 1. In this context, an
201 www.sesa.it Consolidated financial statements as of April 30, 2026aggregate quantitative sensitivity analysis based on uniform changes in the significant unobservable inputs was not considered representative of the economic characteristics of the individual liabilities and, consequently, was not deemed suitable to provide information that could reasonably influence the decisions of the primary users of the financial statements. Conversely, an analytical presentation of the sensitivities for each liability would reduce the overall clarity of the disclosure, resulting in an excessively high level of detail relative to the expected informational benefits.
Based on the above, it should be noted that during the year the financial liabilities relating to put options granted and earn-outs to minority shareholders were reclassified from Level 2 to Level 3 of the fair value hierarchy pursuant to IFRS 13.
The following tables show the changes in Level 1, Level 2 and Level 3 during the year ended April 30, 2026:
(Euro thousands) Level 1 Balance at April 30, 2025 Profits and (losses) through profit or loss
Increases/(Decreases)
Balance at April 30, 2026
Total
(Euro thousands) Level 2 Balance at April 30, 2025 (143,638)
Reclassification 156,941
Profits and (losses) through profit or loss (127)
Increases/(Decreases) (12,577)
Balance at April 30, 2026 599
Total 599
(Euro thousands) Level 3 Balance at April 30, 2025 10,380
Reclassification (156,941)
Profits and (losses) through profit or loss 14,020
Increases/(Decreases) 24,474
Balance at April 30, 2026 (108,067)
Total (108,067)
RISKS RELATED TO CLIMATE CHANGE
The Company recognises that climate change represents a potential risk factor, both physical (extreme weather events, environmental changes) and transitional (new regulatory obligations, evolving market preferences, reputational pressures). These risks have been analysed within the integrated enterprise risk management system.
On the basis of the assessments carried out, no significant economic risks linked to climate change have emerged at present that could have a significant impact on the performance, financial position or economic results of the Company. The Company will continue to monitor the evolution of the regulatory and climatic context, keeping a high level of attention on the matter and assessing any prospective impacts, also with a view to further integrating ESG criteria into its business strategies.
202 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report4. Estimates and Assumptions The preparation of the financial statements requires the application by the directors of accounting standards and methods that, in some circumstances, are based on difficult and subjective assessments and estimates based on historical experience and assumptions that are considered reasonable and realistic in relation to the relative circumstances.
The application of these estimates and assumptions influences the amounts reported in the financial statements, the statement of financial position, the income statement, the statement of comprehensive income, the statement of cash flows and the notes provided.
The final results of the financial statement items for which the above estimates and assumptions have been used may differ from those reported in financial statements that record the effects of the occurrence of the estimated event, due to the uncertainty that characterises the assumptions and the conditions on which the estimates are based.
Here is a brief description of the areas that require greater subjectivity on the part of directors in making estimates and for which a change in the conditions underlying the assumptions used could have a significant impact on the financial data.
(A) REDUCTION OF VALUE OF ASSETS
In compliance with the accounting standards applied by the Group, property, plant and equipment, intangible assets and investment property are tested for impairment, which should be recognised through a write-down, when there are indications that it may be difficult to recover their net book value through use. Verification of the existence of the above indicators requires directors to make subjective assessments based on information available within the Group and on the market, as well as on historical experience. Moreover, if it is determined that a potential reduction in value may have been generated, the Group proceeds to determine said value using appropriate evaluation techniques.
The correct identification of the elements that indicate the existence of a potential reduction in the value of property, plant and equipment, intangible assets and investment property, as well as the estimates for their determination, depend on factors that may vary over time, influencing the evaluations and estimates made by the directors.
(B) AMORTISATION AND DEPRECIATION
The cost of property, plant and equipment and intangible assets is depreciated/amortised on a straight-line basis over the estimated useful life of the relative assets.
The useful economic life of these assets is determined by the directors at the moment of purchase; it is based on historical experience for similar assets, market conditions and advances regarding future events that could have an impact on the useful life of the assets, including any changes in technology.
Consequently, the actual economic life may differ from the estimated useful life.
(C) PROVISION FOR BAD DEBTS
The provision for bad debts reflects the estimated losses estimated for the Group’s loan portfolio. The following have been made provisions for expected losses on receivables calculated over the entire life of the loan. The determination of such provisions involves making accounting estimates complex based on multiple factors, including, the type of customer, the seniority of the loan, insurance coverage and any other information. The estimates and assumptions are reviewed periodically and the effects of any changes are reflected in the income statement in the year of accrual.
(D) INVENTORY OBSOLESCENCE PROVISION
The Group uses the inventory obsolescence provision to hedge probable losses in the value of inventories. The determination of these provisions involves the assumption of estimates based on current knowledge of factors that may change over time, thus generating final results that may differ significantly from those taken into account in the preparation of this report.
(E) EMPLOYEE BENEFITS
The current value of the pension funds recorded in the consolidated financial statements depends on an independent actuarial calculation and on the various assumptions taken into consideration.
Any changes in assumptions and in the discount rate used are promptly reflected in the calculation of the current value and could have a significant impact on the data in the financial statements. The assumptions used for the actuarial calculation are reviewed annually. The current value is determined by
203 www.sesa.it Consolidated financial statements as of April 30, 2026discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in the currency in which the liability will be liquidated and which takes into account the duration of the relative pension plan. For further information, see notes 27 Employee benefits and 11 Personnel costs.
(F) BUSINESS COMBINATIONS
The verification of the existence of control, joint control or significant influence over another entity requires the exercise of complex professional judgement by the Company’s management, taking into account the characteristics of the corporate structure, agreements between the parties and any other fact or circumstance that may be relevant to such verification. The use of significant accounting estimates also characterises the processes of allocation of fair value to identifiable assets and liabilities acquired in business combinations.
(G) POTENTIAL LIABILITIES
The Group recognises a liability for ongoing litigation when it believes that a future outflow of funds is probable and when the amount of the resulting losses can be reasonably estimated. If a financial outflow is possible but the amount cannot be determined, this event is mentioned in the notes to the financial statements.
The Group constantly monitors the status of pending lawsuits and consults with its legal and tax advisors. However, given the uncertainties inherent in assessing the development of ongoing proceedings, it cannot be excluded that the value of the Group’s provisions for legal proceedings and litigation may change as a result of future developments in ongoing proceedings.
(H) FINANCIAL LIABILITIES WITH MINORITY SHAREHOLDERS –
PAYABLES AND COMMITMENTS WITH MINORITY SHAREHOLDERS
FOR EQUITY INVESTMENTS
Financial liabilities with minority shareholders (both for put options and for earn-outs) are determined by applying formulas contractually defined with the counterparties and based on economic-financial indicators that must be inferred from the subsidiaries’ financial statements available as of the reference date. The estimation process carried out by the Group’s directors with reference to these liabilities is based on the profitability and cash flow forecasts of the subsidiaries in the reference period and on the discount rate.
These valuations are based on assumptions and analyses that are complex and changeable over time and could therefore lead to subsequent changes.(I) FINANCIAL LIABILITIES FOR RIGHTS OF USE The initial recognition of a right of use and the related finance lease liability for leasing agreements for assets depends on various estimation factors relating, mainly, to the duration of the non-cancellable period of the lease, the interest rate applied to the lease, and the costs of dismantling/replacing/restoring the asset at the end of the lease term.
As of the commencement date, the lessee shall measure the lease liability at the current value of the lease payments over the non-cancellable period. The non-cancellable period is, in turn, dependent on assessments of the likelihood that the lessee will exercise the options to renew or terminate and, if the right to terminate early is also under the control of the lessor, the possible costs of termination to the lessor.
Payments due under the lease shall be discounted using the implicit interest rate of the lease, if this can be easily determined.
If this is not possible, the lessee must use the marginal lending rate.
The interest rate that makes the current value of the lease payments and the unguaranteed residual value equal to the sum of the fair value of the underlying asset and any up-front initial costs of the lessor.
The marginal lending rate is the interest rate the lessee would have to pay for a loan, with a similar term and with similar security, required to obtain an asset of similar value to the asset consisting of the right of use in a similar economic context.
In order to determine the non-cancellable period of each agreement, particularly with regard to property, the contractual terms were analysed and hypotheses were made in relation to possible renewal periods connected to their location, the possibility of moving to other areas and the costs involved in such operations.
The leasing agreements in place do not show the implicit lending rate, so the marginal lending rate applicable to the Company was determined, separately for clusters of agreements with the same duration. In order to quantify the marginal lending rate, valuations were conducted in relation to the spread applicable to the Company based on its rating, the risk-free lending rates applicable in the Company’s countries of operation, the guarantees which would support these loans, and the materiality with respect to the Company’s level of indebtedness The above valuations are based on assumptions and analyses that are complex and changeable over time, which could therefore lead to subsequent changes in the non-cancellable period of the agreement or to the quantification of different rates at later dates for new agreements to which they apply.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report(J) RECOVERY OF DEFERRED TAX ASSETS Deferred tax assets are recognised to the extent that it is likely that there will be adequate future taxable profits against which any temporary differences or tax losses can be used. On this subject, the Group’s management estimates the likely timing and amount of future taxable profits.
5. Business Combination The following are the details of the most significant business combinations completed during the year in terms of net assets acquired.
In the SSI Sector, the acquisition of control and the related entry into the scope of consolidation is noted for the following.
Among the main corporate acquisition transactions:
• Delta Tecnologías de Información S.L., established in 2006 and headquartered in Barcelona and Madrid (Spain) with an organization of 10 professionals, specializes in biometric solutions (DELTA ID) and in the Digital Identity and Data Automation fields, with a focus on proprietary optical character recognition (OCR) technologies based on Artificial Intelligence and Machine Learning.
• Visicon GmbH, founded in 1998, is headquartered in Limeshain, with offices in Wiesbaden and Munich (Germany) and Leonding (Austria). The company supports medium-sized businesses in implementing and managing SAP processes and EDI solutions, offering consulting, support, and ongoing training.
• Albasoft Srl, founded in 2009 in Padua, specializes in developing software solutions to optimize corporate financial and treasury management. Its products and services focus on monitoring all of a company’s financial flows, positioning themselves between the ERP and remote banking.
• 4IT Solutions Sagl, founded in 2008 and based in Canton Ticino, is a system integrator and managed service provider specializing in the delivery of tailor-made IT projects and managed services. From the modern workplace to data protection, network, and infrastructure, 4IT Solutions supports companies beyond the boundaries of digital with a security-first approach that integrates prevention, detection, and response throughout the entire lifecycle, ensuring efficiency, operational continuity, and resilience.
In the Business Services sector, the entry into the scope of consolidation of BD Sirm Srl is noted-a new technology company born from the strategic alliance between Sirm Italia and Base Digitale Group to combine over a century of experience in the maritime sector with digitalization, cybersecurity, and integrated security solutions.
205 www.sesa.it Consolidated financial statements as of April 30, 2026Business combinations (Euro thousands) 4IT Solu -
tions Srl Albasoft Srl BD Sirm Srl Delta Tecnolo-
gias De Infor-
macion Sl ITF Srl Var Group
Gmbh Visicon
Gmbh Total
Intangible assets 7,254 12,746 7,162 4,043 2,529 - 7,095 40,829 Property, plant and equipmen 20 - 1 - - 459 55 535 Other current and non-current asset 331 34 1,552 64 178 6,150 432 8,741 Inventory - - - 60 - - - 60 Trade receivables 1,135 751 503 56 80 155 731 3,411 Cash and cash equivalents 300 389 291 394 357 501 297 2,529 Assets purchased 9,040 13,920 9,509 4,617 3,144 7,265 8,610 56,105 Non-current loans - - - - - 1,389 - 1,389 Employee benefits - - 60 - - - - 60 Current loans 4 - - 18 - 7,170 - 7,192 Deferred tax liabilities 2,032 3,673 1,637 1,130 729 - 2,045 11,246 Trade payables 1,138 35 657 16 177 38 103 2,164 Other liabilities 631 184 292 193 316 226 195 2,037 Provisions - 132 - - - 95 206 433 Liabilities purchased 3,805 4,024 2,646 1,357 1,222 8,918 2,549 24,521 Non-controlling interests - - (2,814) - - - - (2,814) Net assets purchased 5,235 9,896 4,049 3,260 1,922 (1,653) 6,061 28,770 Price 5,235 9,896 4,049 3,260 1,922 25 6,061 30,448 Cash and cash equivalents 300 389 291 394 357 501 297 2,529 Financial liabilities for purchase of shares from non-controlling interests(2,614) (8,396) (1,400) (1,640) - - (2,304) (16,354) Net Price 2,321 1,111 2,358 1,226 1,565 (476) 3,460 11,565 Acquisition date nov-25 nov-25 nov-25 may-25 aug-25 aug-25 may-25 -
% control 60.00% 20.00% 59.00% 100.00% 100.00% 100.00% 80.00% -
During the year, the Group acquired a 20% interest in the share capital of Albasoft as part of a broader strategic agreement that provides for a path of industrial integration and the possibility of progressively acquiring the remaining interests through reciprocal call and put options governed by contract. The Group assessed that, from the acquisition date, the control requirements set out in IFRS 10 are met, as it has the current ability to direct the relevant activities of the investee through specific governance rights, including the appointment of the majority of the members of the administrative body, as well as through substantive contractual rights connected to the purchase options on the remaining interests. In addition, the Group is exposed to variable returns arising both from the interest held and from the economic and operational synergies expected from the industrial integration process and from the adoption of corporate services and group processes. The assessment of control also takes into account the effective integration already initiated in the areas of treasury, reporting and management control, corporate governance, information systems, cybersecurity, personnel administration and other corporate functions. Consequently, the investment was included in the consolidated financial statements using the full consolidation method from the acquisition date.
The Net Price as at 30 April 2026 amounts to Euro 76,202 thousand and includes, in addition to investments in business combinations of Euro 11,565 thousand, Euro 34,906 thousand relating to payments on business combinations completed in previous years, and Euro 29,731 thousand relating to further purchases of shares in companies already included in the scope of consolidation. See note 30 for further information.
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report6. Sector Disclosures The criteria applied to identify the business segments reported are in line with the methods used by management to manage the Group. In particular, the structure of the business segments reported corresponds to the structure of the reports regularly analysed by the Board of Directors for the purposes of managing the Group’s business. Specifically, the main dimension of management analysis used by the Group is that relating to the following operating segments:
• The Corporate and Digital Ecosystem Sector comprises activities related to the strategic governance and management of the Group’s operating machinery and financial platform, centralised within Sesa SpA. For the main operating companies of the Group in particular, the Administration, Finance and Control, Human Resources, Organisation, Information Technology, Investor Relations, Corporate Governance, Legal and Internal Audit functions are managed by the parent company, Sesa SpA.
The Sector has recently expanded its activities in the development of technological and application solutions for Customer Experience through Adiacent SpA, and has strengthened its workforce and service offering in IT technical support and system administration (Digital Services) through the Digital Services business unit with ISD Italy and its subsidiaries • The ICT VAS Sector is active in the aggregation of te-
chnological solutions for the business segment, offering integrated services in consulting, marketing, education, and technical support. The sector, represented by Com-
puter Gross SpA, leverages strategic partnerships with leading international vendors and the specialization of its business units, which are supported by teams with strong technical and digital skills. The main focus is on Advan-
ced Solutions, including Cloud, Security, Data Center, Networking, and Data/AI Solutions.
• The Digital Green VAS Sector is dedicated to solutions for the production of energy from renewable sources and energy efficiency, which reduce the environmental impact of organizations. This segment was created following the acquisition of P.M. Service Srl in 2021, integrated the services of Service Technology in 2024, and, in the current financial year, those of GreenSun, giving rise to a leading operator in the domestic market with expected annual revenues of approximately Euro 400 million and growth prospects in European markets.
• The Software and System Integration Sector (SSI) is active in offering Technological Innovation solutions, Digi-
tal Services and Business Applications for the Enterprise segment. Var Group SpA, which consolidates the sector, is a reference operator in the digitisation offer for the SME and Enterprise segments with a customer base of over 10,000 companies, 2000 of which in foreign countries, and an integrated offering in the following areas: Cloud Technology Services, Cyber Security, Proprietary ERP and Vertical Solutions, Enterprise Platform, Digital Wor-
kspace, Data/AI, Digital Experience.
• The Business Services Sector (BS) offers Digital Pla-
tform solutions, Vertical Banking Applications, Security and Consulting solutions in the Securitization and Credit Management Platform field for the Financial Services segment. The BS Sector is managed by the subsidiary Base Digitale Group Srl.
The Group’s management assesses the performance of the various operating segments, using the following indicators:
• revenues from third parties by operating segment;
• Ebitda as defined in section 3.1.1 Alternative Performan-
ce Indicators;
• profit for the year.
As Ebitda is not identified as an accounting measure by the IFRS (Non-GAAP Measures), its quantitative determination might not be unequivocal. Ebitda is a measure used by management to monitor and evaluate the operating performance of Group companies. The criterion for determining the Ebitda reported above and applied by the Group may not be consistent with that adopted by other companies or groups, so its value may not be comparable with that determined by them.
207 www.sesa.it Consolidated financial statements as of April 30, 2026The following table shows information about results of operations by operating sector for the years ended April 30, 2026 and April 30, 2025.
Year ended April 30, 2026 (Euro thousands) ICT VAS Digital Green VAS SSI BS Corporate Eliminations Group Third-party revenues 2,112,175 400,463 876,082 146,340 30,225 - 3,565,285 Inter-sector revenues 128,326 1,089 6,026 2,183 28,265 - 165,889 Revenues 2,240,501 401,552 882,108 148,523 58,490 (165,889) 3,565,285 Other income 13,233 10,811 28,180 2,428 8,999 (14,966) 48,685 Total revenues and other income 2,253,734 412,363 910,288 150,951 67,489 (180,855) 3,613,970 Consumables and goods for resale (2,063,804) (357,285) (340,411) (12,082) (2,707) 123,098 (2,653,191) Costs for services and rent, leasing, and similar costs(54,937) (19,686) (199,989) (55,593) (34,753) 55,913 (309,045) Personnel costs (31,950) (5,778) (269,400) (60,120) (28,598) 258 (395,588) Other operating costs (4,410) (520) (3,869) (1,239) (621) 67 (10,592) Amortisation of tangible and intangible assets (software)(5,258) (1,198) (37,909) (8,434) (1,952) - (54,751) Provisions and Depreciation (1,027) (524) (4,345) (1,513) (720) - (8,129) Amortisation of client lists and know how (PPA) and other non-monetary costs (1,979) (639) (23,118) (11,134) (806) 150 (37,526) Operating Result (Ebit) 90,369 26,733 31,247 836 (2,668) (1,369) 145,148 Net financial income and expense (22,943) (365) (13,449) 3,867 5,857 159 (26,874) Profit before taxes 67,426 26,368 17,798 4,703 3,189 (1,210) 118,274 Income taxes (20,752) (7,396) (8,694) (698) (161) 18 (37,683) Profit for the year 46,674 18,972 9,104 4,005 3,028 (1,192) 80,591 Profit attributable to non-controlling interests 676 1,116 3,259 (201) 250 3,800 8,900 Profit attributable to the Group 45,998 17,856 5,845 4,206 2,778 (4,992) 71,691 For the purposes of the presentation of the economic and financial performance of the Group’s Sectors contained in the section “Performance as of April 30, 2026”, the fair value adjustment of the liabilities for Put, Earn Out to minority shareholders and step up acquisitions, net of financial expenses, was reclassified from Financial income and expenses to Other income.
At the same time, it should be noted that the Sesa Group adopts a policy of systematic amortisation of differences in value between corporate acquisition prices and the corresponding portion of equity allocated to customer lists and technological know-how, as shown in the table above. These amortisations are reported under the item Amortisation of client lists and technological know-how and amounted to Euro 37.5 million in the year ended 30 April 2026, compared to Euro 32.3 million as at 30 April 2025.
Year ended April 30, 2025 (Euro thousands) ICT VAS Digital Green VAS SSI BS Corporate Eliminations Group Third-party revenues 1,949,427 251,592 839,934 139,086 34,512 - 3,214,551 Inter-sector revenues 109,436 1,092 9,943 1,329 20,615 - 142,415
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportYear ended April 30, 2025 (Euro thousands) ICT VAS Digital Green VAS SSI BS Corporate Eliminations Group Revenues 2,058,863 252,684 849,877 140,415 55,127 (142,416) 3,214,550 Other income 15,423 7,403 20,684 3,316 6,642 (11,250) 42,218 Total revenues and other income 2,074,286 260,087 870,561 143,731 61,769 (153,666) 3,256,768 Consumables and goods for resale (1,894,401) (223,670) (332,016) (11,973) (6,174) 107,928 (2,360,306) Costs for services and rent, leasing, and similar costs(55,540) (12,035) (203,800) (56,185) (32,314) 45,424 (314,450) Personnel costs (32,299) (4,516) (240,426) (57,124) (24,652) 181 (358,836) Other operating costs (3,964) (612) (5,242) (1,057) (435) 133 (11,177) Amortisation of tangible and intangible assets (software)(5,042) (979) (35,691) (7,215) (1,204) - (50,131) Provisions and Depreciation (1,246) (679) (1,925) (840) (460) - (5,150) Amortisation of client lists and know how (PPA) and other non-monetary costs (2,002) (639) (18,049) (10,856) (789) - (32,335) Operating Result (Ebit) 79,792 16,957 33,412 (1,519) (4,259) - 124,383 Net financial income and expense (24,410) (782) (6,646) 6,876 65 - (24,897) Profit before taxes 55,382 16,175 26,766 5,357 (4,194) - 99,486 Income taxes (16,259) (4,837) (11,476) 244 269 - (32,059) Profit for the year 39,123 11,338 15,290 5,601 (3,925) - 67,427 Profit attributable to non-controlling interests 599 2,150 2,010 (804) (42) 1,312 5,225 Profit attributable to the Group 38,524 9,188 13,280 6,405 (3,883) (1,312) 62,202 The following table shows the financial information by operating sector for the years ended April 30, 2026 and April 30, 2025.
Year ended April 30, 2026 (Euro thousands) ICT VASDigital Green VASSSI BS Corporate Eliminations Group Intangible assets 37,352 663 310,150 192,430 10,519 551,114 Right of use 6,872 1,810 38,269 7,821 2,773 57,545 Property plant and equipment 52,001 4,830 48,766 11,101 1,485 118,183 Investment property 282 5 287 Investments valued at equity 12,485 2,009 103 (68) 14,529 Receivables for deferred tax assets 4,343 342 12,752 3,939 3,706 (38) 25,044 Non-current trade receivables Other non-current receivables and assets 10,074 5,709 1,799 1,779 105,661 (103,468) 21,554 Other non-current receivables and assets 123,409 13,354 413,745 217,173 124,081 (103,506) 788,256
209 www.sesa.it Consolidated financial statements as of April 30, 2026Year ended April 30, 2026 (Euro thousands) ICT VASDigital Green VASSSI BS Corporate Eliminations Group Inventory 94,468 18,737 25,209 5,690 1,191 145,295 Current trade receivables 331,468 82,599 231,506 57,976 36,103 (88,862) 650,790 Current tax receivables 4,078 (172) 6,062 2,244 267 12,479 Other current receivables and assets 33,216 3,957 106,393 16,005 771 (2,032) 158,310 Cash and cash equivalents 335,727 56,907 130,557 41,021 12,101 576,313 Total current assets 798,957 162,028 499,727 122,936 50,433 (90,894) 1,543,187 Non-current assets held for sale 121 121 Total assets 922,366 175,503 913,472 340,109 174,514 (194,400) 2,331,564 Share capital 40,000 146 3,800 6,625 37,127 (50,571) 37,127 Share premium reserve 30 4,051 17,319 7,156 (21,400) 7,156 Other reserves 298,048 74,014 17,810 6,748 63,175 (43,826) 415,969 Total shareholders’ equity attributable to the group 338,048 74,190 25,661 30,692 107,458 (115,797) 460,252 Shareholders’ equity attributable to non-controlling interests6,781 (1,189) 23,262 23,114 3,234 13,782 68,984 Total shareholders’ equity 344,829 73,001 48,923 53,806 110,692 (102,015) 529,236 Non-current loans 24,975 1,440 114,613 67,920 9,911 (1,409) 217,450 Financial liabilities for non-current rights of use4,460 925 26,037 4,480 1,507 37,409 Non-current financial liabilities and commitments for purchase of shares from non-controlling interests6,467 3,537 71,068 30,571 191 111,834 Employee benefits 3,359 950 43,939 8,716 6,330 63,294 Non-current provisions 2,280 134 5,540 554 560 9,068 Deferred tax liabilities 12,957 127 81,002 40,848 2,930 137,864 Total non-current liabilities 54,498 7,113 342,199 153,089 21,429 (1,409) 576,919 Current loans 37,664 1,727 80,868 61,372 2,920 184,551 Financial liabilities for current rights of use rights 2,610 404 12,122 2,513 1,346 18,995 Current financial liabilities and commitments for purchase of shares from non-controlling interests3,396 7,817 18,294 1,638 191 31,336 Trade payables 454,970 71,486 191,082 31,146 14,163 (90,550) 672,297 Current tax payables 4,841 2,530 3,861 3,425 1,590 16,247 Other current liabilities 19,558 11,425 216,123 33,120 22,183 (426) 301,983 Total current liabilities 523,039 95,389 522,350 133,214 42,393 (90,976) 1,225,409 Total liabilities 577,537 102,502 864,549 286,303 63,822 (92,385) 1,802,328
210 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportYear ended April 30, 2026 (Euro thousands) ICT VASDigital Green VASSSI BS Corporate Eliminations Group Total shareholders’ equity and liabilities 922,366 175,503 913,472 340,109 174,514 (194,400) 2,331,564 Year ended April 30, 2025 (Euro thousands) ICT VASDigital Green VASSSI BS Corporate Eliminations Group Intangible assets 40,304 782 297,544 182,770 9,991 (358) 531,033 Right of use 8,205 2,143 36,948 9,846 2,446 - 58,703 Property, plant and equipment 51,220 2,599 44,301 9,846 1,199 - 109,165 Investment property 282 - - - 5 - 287 Investments valued at equity 13,205 - 3,379 435 520 - 17,539 Receivables for deferred tax assets 4,320 439 9,566 4,276 3,167 5 21,773 Non-current trade receivables - - - - - - -
Other non-current receivables and assets 10,275 106 (567) 1,925 105,268 (99,896) 17,111 Total non-current assets 127,811 6,069 391,171 208,213 122,596 (100,249) 755,611 Inventory 97,918 20,741 22,407 5,777 1,191 (444) 147,590 Current trade receivables 278,965 79,160 230,668 50,736 25,895 (60,824) 604,600 Current tax receivables 736 2,751 8,332 2,408 1,482 - 15,709 Other current receivables and assets 39,439 19,193 92,992 9,432 (1,085) (2,229) 157,742 Cash and cash equivalents 376,904 28,583 126,661 26,173 3,642 - 561,963 Total current assets 793,962 150,428 481,060 94,526 31,125 (63,497) 1,487,604 Non-current assets held for sale - 121 - - - - 121 Total assets 921,773 156,618 872,231 302,739 153,721 (163,746) 2,243,336 Share capital 40,000 146 3,800 6,625 37,127 (50,571) 37,127 Share premium reserve - 30 4,050 17,318 33,144 (21,398) 33,144 Other reserves 279,759 44,460 40,714 1,668 36,179 (27,623) 375,157 Total shareholders’ equity attributable to the group319,759 44,636 48,564 25,611 106,450 (99,592) 445,428 Shareholders’ equity attributable to non-controlling interests6,392 13,695 16,784 15,813 2,982 (316) 55,350 Total shareholders’ equity 326,151 58,331 65,348 41,424 109,432 (99,908) 500,778 Non-current loans 45,935 1,684 108,092 61,977 830 (1,404) 217,114 Financial liabilities for non-current rights of use5,747 1,229 25,252 5,191 1,274 - 38,693 Non-current financial liabilities and commitments for purchase of shares from non-controlling interests7,709 5,078 70,305 45,613 382 -
129,087
Employee benefits 3,781 920 44,881 9,055 6,239 - 64,876 Non-current provisions 1,295 80 4,929 495 127 - 6,926 Deferred tax liabilities 13,635 82 76,921 42,949 3,133 (240) 136,480 Total non-current liabilities 78,102 9,073 330,380 165,280 11,985 (1,644) 593,176
211 www.sesa.it Consolidated financial statements as of April 30, 2026Year ended April 30, 2025 (Euro thousands) ICT VASDigital Green VASSSI BS Corporate Eliminations Group Current loans 92,199 1,241 76,785 30,544 603 6 201,378 Financial liabilities for current rights of use rights 2,652 470 11,486 2,637 1,244 - 18,489 Current financial liabilities and commitments for purchase of shares from non-controlling interests6,441 7,817 23,377 9,228 9 - 46,872 Trade payables 385,232 64,571 167,431 27,822 12,156 (62,149) 595,063 Current tax payables 694 1,569 4,024 2,287 106 12 8,692 Other current liabilities 30,302 13,546 193,400 23,517 18,186 (63) 278,888 Total current liabilities 517,520 89,214 476,503 96,035 32,304 (62,194) 1,149,382 Total liabilities 595,622 98,287 806,883 261,315 44,289 (63,838) 1,742,558 Total shareholders’ equity and liabilities 921,773 156,618 872,231 302,739 153,721 (163,746) 2,243,336
7. Revenues
The Group’s revenues as at 30 April 2026 recorded an overall increase of approximately Euro 351 million compared to the previous year, rising from Euro 3,215 million to Euro 3,565 million. This growth was driven by the increasing demand for technology and digital integration linked to the adoption of AI, automation, and Digital Enablers. The revenue items that recorded the largest increase during the year were the Sale of solutions, software, and accessories (+14.6%) and software development and other services (+12.7%). The revenue item can be broken down as follows:
At April 30 (Euro thousands) 2026 2025 Sale of solutions, software and accessories 2,846,418 2,484,703 Development of software and other services 443,179 393,381 Hardware and software assistance 221,833 292,030 Marketing activities 12,794 15,044 Other sales 41,061 29,392 Total 3,565,285 3,214,550 The Group’s revenues generated in the domestic market amount to Euro 3,470 million. Consolidated foreign sales, which as at 30 April 2025 amounted to Euro 110,483 thousand, stood at Euro 131,103 thousand as at 30 April 2026, recording growth of 18.66%.
The contribution of foreign companies’ sales to the Revenues item is Euro 95,426 thousand, to which are added the foreign sales of Computer Gross SpA and Var Group SpA of Euro 33,651 thousand. Revenue generated in non-EU countries increased from Euro 12,289 thousand as at 30 April 2025 to Euro 24,556 thousand as at 30 April 2026.
It should be noted that during the year the following foreign companies entered the scope of consolidation: Wise Abrego SL and Delta Tecnologías de Información SL, headquartered in Spain; Visicon GmbH and Var Group GmbH, headquartered in Germany; and 4IT Solution Sagl, headquartered in Switzerland. The contribution to sales attributable to the above-mentioned foreign companies that joined the Group during the year amounts to Euro 11,596 thousand.
212 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report8. Other Income The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Transport activities 5,838 4,614 Capital gains on disposals 10,128 1,053 Commission 2,633 3,096 Leases and rents 759 971 Training courses 832 1,235 Other income 28,495 31,249 Total 48,685 42,218 Other income mainly relates to marketing contributions from suppliers and the recovery of expenses from customers.
In particular, the item Gains on disposals includes the effect of the sale by Var4team Srl to Team System S.p.A. of the business unit relating to the sales agency activities for Team System software solutions, for an amount of Euro 9,795 thousand, which took place in January 2026.
9. Consumables and goods for resale The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Purchase of hardware 1,693,491 1,514,040 Purchase of software 945,575 834,360 Consumables and other purchases 14,125 11,906 Total 2,653,191 2,360,306 The trend in this item remains proportional to the trend in the revenue item relating to the Sale of solutions, software, and accessories.
213 www.sesa.it Consolidated financial statements as of April 30, 202610. Costs for services and rent, leasing and similar costs The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Technical assistance for hardware and software maintenance 79,673 89,669 Consulting activities 97,560 99,568 Agents’ commissions and contributions 16,216 14,841 Rentals and hires 7,390 7,447 Marketing 17,639 19,327 Transport 16,194 11,799 Insurance policies 7,437 6,855 Utilities 4,436 4,646 Logistics and warehouse storage 2,222 1,427 Support and training expenses 6,422 6,464 Maintenance 10,100 9,743 Other service expenses 43,756 42,664 Total 309,045 314,450 During the year ended 30 April 2026, Costs for Services and rent, leasing and similar costs decreased overall by approximately Euro 5 million, falling from Euro 314 million to Euro 309 million. The consulting item includes the cost relating to the annual and three-year stock grant plan allocated to executive directors upon approval of the financial statements as at 30 April 2026, and to the residual portion of the three-year plan to be allocated in the coming years, which increased from Euro 7,169 thousand as at 30 April 2025 to Euro 7,773 thousand as at 30 April 2026.
11. Personnel Costs The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Wages and salaries 280,371 254,691 Social security payments 80,255 71,623 Contributions to defined contribution pension funds 12,460 12,957 Contributions to pension funds for defined benefits 436 248 Reimbursements and other personnel costs 22,066 19,317 Total 395,588 358,836
214 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe following table shows the precise number of Group employees:
Average number of employees Precise number od employees at April 30 (in units) 2026 2025 Executives 90 85 Middle Management 637 590 Office Staff 5,812 5,604 Blue Collars 155 170 Total 6,694 6,532 (*) including trainees The average number of employees for the year ended 30 April 2026 was 6,192, compared to an average of 6,111 in the previous year.
12. Other Operating Costs The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Accrual to the bad debt provision (net of recoveries) 4,831 3,072 Expenses and commissions for the assignment of receivables without recourse 1,556 1,226 Duties and taxes 2,044 1,841 Capital losses on disposals 175 223 Losses on receivables 260 288 Provisions for risks and charges 3,298 2,079 Other operating costs 6,557 7,598 Total 18,721 16,327 Other operating expenses includes charitable donations, non-deductible charges and costs, charges attributable to previous years, and other charges.
215 www.sesa.it Consolidated financial statements as of April 30, 202613. Amortisation and Depreciation The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Intangible assets 51,705 44,477 Right of use 21,244 19,841 Property, plant and equipment 19,328 18,148 Total 92,277 82,466 Amortization of intangible assets includes Euro 37,526 thousand relating to the amortization of acquired customer lists and technological know-how. As at 30 April 2025, these amounted to Euro 32,335 thousand.
It should be noted that, following the impairment test carried out on the Digital Security CGU, the carrying amount of the Customer list and know-how was written down by a total of Euro 2 million, recognized under the amortization and write-downs item.
14. Share of profits from companies valued and equity A breakdown of the changes in the value of equity investments in associated companies measured using the equity method in the years ended April 30, 2026 and April 30, 2025 is provided below:
At April 30 (Euro thousands) 2026 2025 Opening balance 17,539 23,910 Acquisitions and capital increases 64 445 Sales and liquidations (2,090) (7,062) Dividends received (1,934) (194) Profit/(loss) of companies evaluated at equity 896 952 Reclassifications 54 (512) Closing balance 14,529 17,539 The item “Acquisitions and capital increases” includes the subscription of 49% of the share capital for the establishment of the company Yarix Asia Pacific Co., Ltd by Digital Security Srl, the latter having merged by incorporation into Yarix Srl during the year.
The item “Disposals and liquidations” mainly includes the disposal of 44% of VSH Srl and the disposal of 19% of AD Consulting Spa by 7Circle Srl, the disposal of 20% of Evin Srl by Apra Spa, the disposal of 20% of Gendata Srl by Uan Company Srl, and of 0.50% of InovaQ GmbH by Datef Spa. The item “Reclassifications” includes the entry of the associates of Visicon GmbH, a company that entered the scope of consolidation in May 2025. Dividends received relate to Attiva Spa, CGN Srl, Webgate Italia Srl, GVWAY Srl, Noa Solution Srl, Enogis Srl, and 4Consulting Srl.
216 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe share of profit of the main associates, together with the aggregate value of their assets, liabilities, and revenues as at the date of the latest approved financial statements, is reported below:
Results of the main associated companies (Euro thousands) Total assets Total liabilities Revenues Profit (loss) for the year % held Attiva SpA 136,812 80,911 480,139 3,209 21.0% Gvway Srl 2,476 900 2,401 366 30.0% 4Consulting Srl 927 665 2,093 57 20.0% Enogis Srl 788 339 853 128 30.0% Webgate Italia Srl 584 80 674 178 30.0% 15. Financial income and Expenses The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Interest expense on sales of receivables (20,513) (25,502) Expenses and commissions for sales of receivables with recourse (1,318) (1,160) Bank and loan interest expense (12,426) (14,139) Other interest payable (9,439) (13,447) Commissions and other financial expense (10,400) (3,856) Expenses linked to severance indemnity (2,396) (2,147) Total financial expenses (56,492) (60,251) Interest income on other short-term receivables 2,297 1,986 Other financial income 23,824 29,219 Bank interest income 2,599 4,298 Dividends from shareholdings 569 348 Total financial incomes 29,289 35,851 Total financial management (a) (27,203) (24,400) Losses on exchenges (5,705) (10,944) Gains on exchanges 5,138 9,495 Total exchange management (b) (567) (1,449) Net financial expenses (a+b) (27,770) (25,849) Net financial expenses show a net negative balance of Euro 27,770 thousand as at 30 April 2026, worsening compared to a negative balance of Euro 25,849 thousand as at 30 April 2025.
Other financial income as at 30 April 2026 includes the gain on the disposal of the investment in DV Holding held by Sesa SpA.
This transaction, completed in March 2026, generated a positive economic impact of Euro 7.2 million on the consolidated financial statements. The items Other Financial Income and Other Interest Expense include the fair value adjustments made during the year in relation to Put Options, Earn Outs, Deferred Prices, and Step Up Acquisitions, for a total net value of approximately Euro 6.8 million.
217 www.sesa.it Consolidated financial statements as of April 30, 202616. Income taxes The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Current taxes 48,160 40,613 Deferred tax liabilities (10,220) (8,937) Taxes relating to previous years (257) 383 Total 37,683 32,059 The following table shows the reconciliation of the theoretical tax burden with the actual tax burden for the years ended April 30, 2026 and April 30, 2025. For the purpose of the disclosure required by IAS 12, it should be noted that deferred tax assets and liabilities on usage rights and leases have immaterial amounts.
At April 30 (Euro thousands) 2026 2025 Result before taxes 118,274 99,491 Theoretical taxes 28,386 23,878 Taxes relating to previous years 918 2,405 Subsidised taxation on dividends 473 502 Permanent differences (1,882) (2,638) IRAP (regional tax on production); excluding other changes 9,788 7,912 Actual tax charge 37,683 32,059 17. Intangible Assets The item in question and its changes are detailed as follows:
Intangible assets
(Euro thousands) Client ListSoftware and other
intangible assetsKnow-how
technologicalTotal
Balance at April 30, 2024 115,801 24,131 317,139 457,071
Of which:
- historical cost 151,832 85,487 363,515 600,834
- accumulated amortisation (36,031) (61,356) (46,376) (143,763) Change in the scope of consolidation 23,530 1,715 59,311 84,556 Investments 6,478 26,835 570 33,883 Depreciations (12,387) (11,596) (20,494) (44,477)
Disinvestiments
Other changes
218 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportIntangible assets (Euro thousands) Client ListSoftware and other
intangible assetsKnow-how
technologicalTotal
Balance at April 30, 2025 133,422 41,085 356,526 531,033
Of which:
- historical cost 181,133 98,356 423,407 702,896
- accumulated amortisation (47,711) (57,271) (66,881) (171,863) Change in the scope of consolidation 13,035 1,568 26,400 41,003 Investments - 30,783 - 30,783 Depreciations (14,007) (14,124) (23,519) (51,650) Disinvestiments (55) (55)
Other changes
Balance at April 30, 2026 132,450 59,257 359,407 551,114
Of which:
- historical cost 193,914 131,802 447,866 773,582
- accumulated amortisation (61,464) (72,545) (88,459) (222,468) The balance of intangible assets as at 30 April 2026 mainly consists of customer lists and technological know-how, the change in which during the year is determined by the entry into the scope of consolidation of recently acquired companies, net of the amortization of amounts already recognized in previous years.
The ‘Investments’ item relates primarily to the purchase of licences under long-term leasing agreements, and to the capitalisation of costs incurred in the development and implementation of internally funded projects.
As required by the procedure for analyzing impairment indicators, at year-end an assessment was carried out of the possible presence of indicators of impairment identifiable through internal or external sources of information. The existence of factors giving rise to a presumption of impairment (“trigger events”), whether exogenous or internal to the Group, was assessed. In particular, the following were taken into consideration: (i) any deterioration in the economic environment and the operating market, (ii) any operational and management discontinuities, and (iii) any occurrence of adverse management events that had a significant economic and financial impact.
From the analysis of the economic and financial performance, the evolution of the reference market, and the reorganization transactions carried out by the Group, indicators of impairment were identified for certain specific CGUs and, consequently, the Group carried out an impairment test on the value of the intangible assets associated with the relevant CGUs.
It should be noted that, during the current year, the Group—in line with the reorganization and rationalization of its business units— reviewed and amended the definition of certain CGUs.
A summary of the results of the impairment test is reported below:
CGU subject to [AN1.1]Impairment Test Operating sector Impairment loss as at 30 April 2026 (€/000) Base Digitale Application Business Service -
Base Digitale Platform Business Service -
Multimedia Workspace Software System Integrator -
Yarix Software System Integrator (2,000) It should be noted that, following the process of allocating the differences between the price paid for the acquisition of the controlling interest and the corresponding share of equity (the “PPA”), intangible assets with a finite useful life, such as customer lists and
219 www.sesa.it Consolidated financial statements as of April 30, 2026know-how, were identified. These intangible assets are subject to an amortization plan whose annual charge for the year ended 30 April 2026 amounts to a total of Euro 37.5 million, compared to Euro 32.3 million as at 30 April 2025. No residual amount was allocated to the Goodwill item. For the purposes of the impairment test of the customer lists and know-how items, which do not generate independent cash flows, recoverability was assessed at the CGU level—identified as the SBU—or at a lower level, that of the individual legal entity.
Sesa has established a system for the periodic monitoring of the value of the recognized intangible assets and an impairment model based on a discounted future cash flow methodology. The financial measurements used for the calculation are based on five-year plans, built starting from a management budget prepared for internal purposes and projecting future cash flows through the application of forecasting techniques.
The discount rate used for the impairment tests described above is representative of the return required by the providers of both equity and debt capital and takes into account the specific risks of the related assets. This rate corresponds to a notion of cost of capital in the sense of the “WACC – Weighted Average Cost of Capital” and is the same for the measurement of the Terminal Value and the discounting of cash flows in the explicit period 2027–2031. The WACC used for the impairment test falls within an average range of between 9% and 10.5% and is estimated on the basis of databases commonly used by analysts and investors (e.g. source Damodaran). The Terminal Value recognized at the end of the explicit forecast period was calculated on the basis of the “Perpetuity Method” (a model for the unlimited capitalization of the final year’s cash flow), assuming a growth from the fifth year onwards of the long-term sustainable cash flow at a constant rate (“g”) of 2.5%, which approximates market growth in the IT sector.
18. Right of Use The item in question and its changes are detailed as follows:
Right of Use (Euro thousands) Total Balance at April 30, 2024 50,308 Of which: -
- historical cost 85,262
- accumulated amortisation (34,954)
Investments 26,027
Disinvestiments -
Change in the scope of consolidation 2,209
Depreciations (19,841)
Other changes -
Balance at April 30, 2025 58,703
Of which:
- historical cost 102,270
- accumulated amortisation (43,566)
Investments 20,361
Disinvestiments -
Change in the scope of consolidation (275)
220 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportRight of Use (Euro thousands) Total
Depreciations (21,244)
Other changes -
Balance at April 30, 2026 57,745
Of which::
- historical cost 108,031
- accumulated amortisation (50,486) The change in the Right-of-use assets item during the year was mainly determined by the recognition of new property lease and vehicle rental contracts, net of the amortization of amounts already recognized in previous years.
19. Property, plant and equipment The item in question and relative changes are detailed as follows:
Property, plant and equipment (Euro thousands) Land Buildings Office EqipmentsLeasehold
improvementsOther property,
plant and equipmentsTotal Balance at April 30, 2024 11,557 33,526 25,115 10,849 18,464 99,511
Of which:
- historical cost 11,557 44,157 96,606 18,372 48,912 219,604
- accumulated depreciation - (10,631) (71,491) (7,523) (30,448) (120,093) Investments 328 1,455 8,452 2,923 10,055 23,213 Disinvestments - - - - - -
Change in the scope of consolidation 155 2,301 357 58 1,718 4,589 Depreciation - (1,038) (10,877) (1,845) (4,388) (18,148) Other changes - - - - - -
Balance at April 30, 2025 12,040 36,244 23,047 11,985 25,849 109,165
Of which:
- historical cost 12,040 49,487 103,983 20,001 61,740 247,251
- accumulated depreciation - (13,243) (80,936) (8,016) (35,891) (138,086) Investments 103 4,606 11,971 3,692 7,659 28,031 Disinvestments - - - - - -
Change in the scope of consolidation - 226 40 - 49 315 Depreciation - (1,164) (10,401) (2,896) (4,867) (19,328) Other changes - - - - - -
Balance at April 30, 2026 12,143 39,912 24,657 12,781 28,690 118,183
Of which:
- historical cost 12,143 54,448 109,861 22,913 64,566 263,931
- accumulated depreciation - (14,536) (85,204) (10,132) (35,876) (145,748)
221 www.sesa.it Consolidated financial statements as of April 30, 2026The investments recorded during the year in the office equipment purchases item mainly relate to Var Group SpA’s technology purchases for the delivery of IT services and solutions to customers.
It should also be noted that the Buildings item includes, as at 30 April 2026, the investment by the company PMGREEN SpA for the new Reggio Emilia headquarters.
20. Investment Property The item in question and relative changes are detailed as follows:
Investment Property
(Euro thousands) Land Buildings Total Balance at April 30, 2024 281 9 290
Of which
- historical cost 281 10 291
- accumulated depreciation - (1) (1) Investments - - -
Disinvestments - - -
Depreciation - (3) (3) Balance at April 30, 2025 281 6 287
Of which:
- historical cost 281 10 291
- accumulated depreciation - (4) (4) Investments - - -
Disinvestments - - -
Depreciation - - -
Balance at April 30, 2026 281 6 287
Of which:
- historical cost 281 10 291
- accumulated depreciation - (4) (4) 21. Deferred tax assets and liabilities The expected maturity of receivables for deferred tax assets and liabilities can be broken down as follows:
At April 30 (Euro thousands) 2026 2025 Receivables for deferred tax assets within 12 months 21,537 17,680 Receivables for deferred tax assets after 12 months 3,507 4,093 Total receivables for deferred tax assets 25,044 21,773 Deferred tax liabilities after 12 months 137,864 136,480 Total deferred tax liabilities 137,864 136,480
222 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportNet changes in these items are detailed as follows:
At April 30 (Euro thousands) 2026 2025 Opening balance (114,707) (101,577)
Of which:
- receivables for deferred tax assets 21,773 19,528
- deferred tax liabilities 136,480 121,105 Change in the scope of consolidation (8,221) (22,576) Impact on income statement 10,220 8,937 Impact on statement of comprehensive income (112) 509 Closing balance (112,820) (114,707)
Of which:
- receivables for deferred tax assets 25,044 21,773
- deferred tax liabilities 137,864 136,480 Changes in receivables for deferred tax assets can be broken down as follows:
Receivables for deferred tax assets (Euro thousands)Differences in value of property, plant andequipment and intangible assetsProvisions for risks and charges and other provisionsEmployee
benefitsOther
EntriesTotal
Balance at April 30, 2024 8,721 10,340 198 269 19,528 Changes in the scope of consolidation591 - - - 591 Impact on income statemento - 1,654 - - 1,654 Impact on statement of comprehensive income - - - - -
Balance at April 30, 2025 9,312 11,994 198 269 21,773 Changes in the scope of consolidation 459 - - - 459 Impact on income statement - 2,812 - - 2,812 Impact on statement of comprehensive income- - - - -
Balance at April 30, 2026 9,771 14,806 198 269 25,044 Changes in deferred taxes liabilities can be broken down as follows:
Deferred tax liabilities (Euro thousands)Differences in value of property, plant and equipment and intangible assetsEmployee benefitsOther Entries Total Balance at April 30, 2024 115,662 1,790 3,653 121,105
223 www.sesa.it Consolidated financial statements as of April 30, 2026Deferred tax liabilities (Euro thousands)Differences in value of property, plant and equipment and intangible assetsEmployee benefitsOther Entries Total Change in the scope of consolidation 23,167 - - 23,167 Impact on income statement (7,959) 647 29 (7,283) Impact on statement of comprehensive income - (509) - (509) Balance at April 30, 2025 130,870 1,928 3,682 136,480 Change in the scope of consolidation 8,680 - - 8,680 Impact on income statement (8,848) 1,303 137 (7,408) Impact on statement of comprehensive income - 112 - 112 Balance at April 30, 2026 130,702 3,343 3,819 137,864 Receivables for deferred tax assets refer to accruals to provisions for obsolescence, bad debts and risks, which will be deductible for tax purposes only when the loss becomes certain.
Deferred tax liabilities relate mainly to property, plant and equipment and intangible assets (client lists and technological know-how).
22. Other and non-current receivables The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Non-current receivables from others 4,523 4,532 Non-current equity investments in other companies 8,268 10,380 Non-current securities 722 363 Other non-current tax receivables 8,041 1,836 Non-current receivables from associated companies - -
Total other non-current receivables and assets 21,554 17,111 Current receivables from others 49,559 41,787 Other current tax receivables 13,203 19,034 Accrued income and prepaid expenses 87,809 81,999 Derivatives contracts - -
Other current securities 7,739 14,922 Current receivables from non-consolidated group companies - -
Total other current receivables and assets 158,310 157,742 The change in accrued income and prepaid expenses, consistently with the increase in accrued expenses and deferred income, reflects the growth in the Group’s revenue and the greater weight of the IT services component provided by the SSI and BS segment on the Group total.
Non-current receivables from others mainly include receivables relating to the VAT recovery on invoices issued to customers subject to bankruptcy proceedings. The item other current securities mainly comprises bonds and savings funds held by the companies within the scope of consolidation. Compared to 30 April 2025, other current securities recorded a significant decrease as a result of the sale
224 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportby Greensun Srl, subsequently merged into PMGREEN SpA, of mutual investment funds for approximately Euro 6 million. Non-current investments in other companies refer to companies that are not listed on an active market and whose fair value cannot be reliably measured; therefore, such investments are measured at cost, net of any impairment losses.
Non-current investments in other companies can be broken down as follows:
At April 30
2026 2025
Opening balance 10,380 12,755 Acquisitions and revaluations 1,932 135 Sales, write-downs and impairment (4,290) (1,410) Reclassifications 246 (1,100) Closing balance 8,268 10,380 The item “acquisitions and revaluations” mainly comprises: i) the purchase of shares in Data Science Iberica Sl by Data Science Srl (Euro 600 thousand); ii) the purchase of shares in Leapfrog Srl by Var Group Spa (Euro 400 thousand); iii) the purchase of shares in VSH Srl by Mts&Care Srl (Euro 776 thousand). The item “disposals, write-downs and impairment losses” mainly comprises: i) the disposal of the investment in DV Holding Spa held by Sesa Spa (Euro 4,000 thousand); ii) the disposal of the investment in Airspot Srl held by 7Circle (Euro 185 thousand). The item “reclassifications” mainly refers to the entry of the investment in Trib3S Sl held by Wise Abrego Sl, a company that entered the scope of consolidation in May 2025.
23. Inventory
The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Finished products and goods for resale 138,933 142,626 Work in progress and semi-finished products 6,362 4,964 Total 145,295 147,590 Finished products and goods are shown net of the provision for obsolescence, changes in which are shown in the following table:
Provision for obsolescence of finished products and goods (Euro thousands) Fondo obsolescenza prodotti finiti e merci Balance at April 30, 2025 3,288
Increase 1,244
Utilisation (33)
Release (604)
Balance at April 30, 2026 3,895
225 www.sesa.it Consolidated financial statements as of April 30, 202624. Current Trade Receivables The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Trade receivables 679,824 636,468 Provisions for bad debts* (29,127) (31,910) Trade receivables net of the provision for bad debts 650,697 604,558 Receivables from associates 93 42 Total current trade receivables 650,790 604,600 (*) To provide of a better representation, trade receivables are stated net of the balance relating to customers subject to bankruptcy and composition proceedings, amounting to Euro 26,942 thousand as at 30 April 2026, compared to Euro 23,968 thousand as at 30 April 2025. Such positions are fully written down through the recognition of a specific provision.
The table below shows changes in the provision for bad debts:
Provision for bad debts (Euro thousands) Provision for bad debts Balance at April 30, 2024 32,596 Accrual to provisions 3,072 Use and other changes (4,841) Change in the scope of consolidation 1,083 Balance at April 30, 2025 31,910 Accrual to provisions 4,831 Use and other changes (7,739) Change in the scope of consolidation 125 Balance at April 30, 2026 29,127 25. Current tax receivables and payables The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Receivables for IRES 6,919 12,931 Receivables for IRAP 5,560 2,778 Total credit for income taxes 12,479 15,709 Debts for IRES 10,083 7,078 Debts for IRAP 6,164 1,614 Total payables for income taxes 16,247 8,692
226 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report26. Cash and Cash Equivalents The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Bank and post office deposits 575,943 561,639 Cheques 6 7 Cash 364 317 Total cash and cash equivalents 576,313 561,963 The following table shows the Group’s cash and cash equivalents by currency at April 30, 2026 and April 30, 2025:
At April 30 (Euro thousands) 2026 2025 Cash and cash equivalents in euro 571,978 559,473 Cash and cash equivalents in foreign currency 4,335 2,490 Total cash and cash equivalents 576,313 561,963 27. Non-current assets held for sale At April 30 (Euro thousands) 2026 2025 Non-current assets held for sale 121 121 The item consists of property not properly used for the activity owned by PMGREEN SpA for Euro 121 thousand.
28. Shareholder’s Equity
SHARE CAPITAL
As at 30 April 2026, the Company’s share capital, fully subscribed and paid up, amounts to Euro 37,127 thousand and consists of 15,185,590 ordinary shares, all without nominal value. The Company has no outstanding Warrants nor shares other than ordinary ones. As at 30 April 2026, Sesa SpA holds 44,946 treasury shares, equal to 0.3% of the share capital (44,946 as at the date of preparation of the Report), purchased at an average price of Euro 84.4 pursuant to the treasury share buy-back programme implemented following the resolution of the Company’s Ordinary Shareholders’ Meeting of 27 August 2025. In application of international accounting standards, these instruments are deducted from the Company’s shareholders’ equity.
The 2024-2026 Stock Grant Plan provides for, upon achievement of the targets set as at 30 April 2026, the allocation to the beneficiaries of 59,250 “Annual” ordinary shares, 63,500 “Three-Year” shares and 6,500 “Extra Bonus” shares, for the most part already available in the company’s treasury share portfolio; the missing quantity may be purchased following the continuation of the buy-back plan in the new financial year ending 30 April 2027. In addition, 5,000 shares are attributable to the Extra Bonus relating to the 2021-2023 three-year plan. Based on the provisions of the 2024-2026 Stock Grant Plan, the following remain to be allocated:
in the financial year ending 30 April 2027, 9,750 “Three-Year” shares and 6,500 “Extra Bonus” shares; in the financial year ending 30 April 2028, 9,750 “Three-Year” shares and 6,500 “Extra Bonus” shares.
227 www.sesa.it Consolidated financial statements as of April 30, 2026The table below reports the details of the movements of outstanding shares and treasury shares during the fiscal year:
Share capital
Numbers of shares Situation as at April 30, 2025 Shares issued 15,494,590 Treasury shares in portfolio 151,478 Shares in circulation 15,343,112 Situation as at April 30, 2026 Shares issued 15,185,590 Treasury shares in portfolio 44,946 Shares in circulation 15,140,644 It should be noted that 309,000 treasury shares were cancelled during the year. The total number of shares as at 30 April 2026 is 15,185,590.
The shareholders who, as at April 30, 2026, hold a significant investment in the Issuer’s share capital with voting rights are the
following:
Share capital with voting rights Declarant Direct shareholder Number of shares with voting rights held % of total share capital with
voting rights
HSE SpA ITH SpA 8,638,121 72.086%
FMR LLC Fidelity Management & Research Company LLC 529,516 2.251% FMR LLC Fidelity Management Trust Company 46,771 0.199%
FMR LLC FIAM LLC 144,779 0.615%
There are no other shareholders, other than those mentioned above, with a significant investment (more than 3%) that have communicated to Consob and Sesa SpA pursuant to art.117 of Consob Regulation no. 11971/99 on notification requirements for significant investments. ITH SpA holds 8,638,121 shares, equal to 56.88% of the share capital, of which 8,183,323 shares are recorded in the list of increased voting rights and have already accrued the related right, bringing the percentage of votes exercisable at the Shareholders’ Meeting to a total of 72.09%.
228 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportOTHER RESERVES The “Other reserves” and “Minority actuarial gain (loss) reserve” items can be broken down as follows:
Other reserves
(Euro thousands)Legal
ReserveTreasury
sharesGroup actuarial
gain (loss) reserveMiscella-
neous
reservesTotal Other
reservesMinority actuarial gain
(loss) reserve
At April 30, 2024 5,928 (5,146) (44) (49,663) (48,925) (608) Actuarial gain(loss) for employee benefits - gross - - (1,898) - (1,898) (221) Actuarial gain(loss) for employee benefits - tax effect- - 456 - 456 53 Purchase of treasury shares - (11,785) - - (11,785) -
Sale of treasury shares - - - - - -
Distribution of dividends - - - - - -
Assignment of Stock Grants - 4,407 - (6,966) (2,559) -
Vesting of Stock Grant plans - - - 7,169 7,169 -
Allocation of profit for the year 1,072 - - 4,869 5,941 -
Change in the scope of consolidation and other changes - - - (18,858) (18,858) -
At April 30, 2025 7,000 (12,524) (1,486) (63,449) (70,459) (776) Actuarial gain(loss) for employee benefits - gross - - (433) - (433) 902 Actuarial gain(loss) for employee benefits - tax effect- - 111 - 111 (223) Purchase of treasury shares - (24,980) - - (24,980) -
Sale of treasury shares - 31,131 - - 31,131 -
Distribution of dividends - - - - - -
Assignment of Stock Grants - 2,579 - (4,995) (2,416) -
Vesting of Stock Grant plans - - - 7,773 7,773 -
Allocation of profit for the year 1,072 - - 6,915 7,987 -
Change in the scope of consolidation and other changes - - - (20,888) (20,888) -
At April 30, 2026 8,072 (3,794) (1,808) (74,644) (72,174) (97)
DIVIDENDS
In September 2025, the dividend of Euro 1 per share approved by the Shareholders’ Meeting on 27 August 2025 was paid. The profit distributed by the parent company Sesa SpA amounts to a total of Euro 15,495 thousand.
EARNINGS PER SHARE
The following table shows the calculation of basic and diluted earnings per share.
229 www.sesa.it Consolidated financial statements as of April 30, 2026Year ended April 30 (in Euro, unless otherwise specified) 2026 2025 Profit for the year - Group share in Euro thousands 71,691 62,202 Average number of ordinary shares (*) 15,222,247 15,393,320 Earnings per share - basic 4.71 4.04 Average number of ordinary shares (**) 15,334,661 15,494,590 Earnings per share - diluted 4.68 4.01 (*) Monthly weighted average of shares in circulation, net of treasury shares in portfolio.
(**) Monthly weighted average of shares in circulation, net of treasury shares in portfolio and including the impact of Stock Grants.
Other comprehensive income components:
Other comprehensive income (in Euro thousands, unless otherwise specified)Provision
for resulGroup
TotalEquity attributable to non-
controlling interestTotal other Comprehensive
Income Components
At April 30, 2026 Items that cannot be reclassified to the income statement - - - -
Actuarial gains / (losses) for employee benefits (322) (322) 679 357 Total (322) (322) 679 357 Other Comprehensive Income Components (322) (322) 679 357 29. Current and Non-current Loans and Financial liabilities for Rights of use The table below provides a breakdown of this item at April 30, 2026 and April 30, 2025 At April 30 2026 (Euro thousands) Within 12 months Between 1 and 5 years Over 5 years Total Long term loans 162,094 217,450 - 379,544 Short term loans 21,189 - - 21,189 Debts and commitments for the purchase of shares in minority shareholders 31,336 105,068 6,766 143,170 Advances received from factoring companies 1,268 - - 1,268 Financial liabilities for rights of use 18,995 33,808 3,601 56,404 Total 234,882 356,326 10,367 601,575 At April 30 2025 (Euro thousands) Within 12 months Between 1 and 5 years Over 5 years Total Long term loans 104,718 217,114 - 321,832 Short term loans 95,896 - - 95,896 Debts and commitments for the purchase of shares in minority shareholders 46,872 110,359 18,728 175,959 Advances received from factoring companies 764 - - 764 Financial liabilities for rights of use 18,489 33,557 5,136 57,182 Total 266,739 361,030 23,864 651,633
230 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe table below summarises the main loans in place:
At April 30 (Euro thousands)
Funding entityOriginal
amountCompany New loan ExpiryRate
appliedApr-30-
26Of
which
currentApr-30-
25Of
which
currentApr-30-
24Of
which
current
BNL BNP Paribas S.p.A.40,000 Var Group S.p.A. 22-Apr 27-AprEuribor 6m + 0.75%8,000 8,000 16,000 8,000 32,000 8,000
Banca Popolare
Emilia Romagna
S.p.A. 35,000 Var Group S.p.A. 25-Jul 29-Sep Euribor 3m + 1.05%30,625 8,750 - - - -
Banca Intesa S.p.A. 35,000Base Digitale Group SpA 25-Jan 29-JanEuribor 6m + 1.05%26,250 26,250 35,000 8,750 - -
Banca Intesa S.p.A. 35,000 Var Group S.p.A. 25-Jan 29-JanEuribor 6m + 1.05%26,250 8,750 35,000 8,750 - -
Banca MPS S.p.A. 25,000 Var Group S.p.A. 26-Feb 31-JunEuribor 6m + 0.95%25,000 5,000 - - - -
Banca MPS S.p.A. 25,000Base Digitale Group SpA 26-Feb 31-JunEuribor 6m + 0.95%25,000 2,332 - - - -
Credit Agricolè S.p.A. 20,000Base Digitale Group SpA 25-Jul 29-Sep Euribor 3m + 0.9%17,500 5,000 - - - -
Unicredit S.p.A. 20,000 Var Group S.p.A. 25-Sep 28-Sep Euribor 6m + 0.95%16,667 6,667 - - - -
BNL BNP Paribas S.p.A. 20,000Computer Gross Italia S.p.A24-Apr 28-Apr Euribor 3m + 1.10%10,000 5,000 15,000 5,000 20,000 8,750 Banca MPS S.p.A. 20,000Computer Gross Italia S.p.A24-Jan 28-Jun Euribor 6m + 1.05%12,954 4,993 17,708 4,839 20,000 2,289 The above-mentioned loans require compliance with certain Net financial position/EBITDA ratios of the divisions and/or the Sesa Group. In the financial year ended 30 April 2026, the aforementioned parameters were met, with the exception of 4 loan agreements.
Consequently, the related debts were classified under current liabilities as at 30 April 2026. Subsequently, for 2 agreements the Group early repaid the residual amount and for the remaining 2 loans it obtained specific waivers from the lending banks.
It should be noted that the out standing loans do not provide for equity and/or financial covenants but essentially clauses for the forfeiture of the benefit of the term in the event of cross-default or change-of-control events, with the exception of the following:
• Euro 25.0 million (residual value Euro 25.0 million) subscribed by Var Group SpA with Banca Monte dei Paschi SpA in February 2026 (maturity 2031);
• Euro 10.0 million (residual value Euro 1.8 million) subscribed by Var Group SpA with Credit Agricole SpA in December 2022
(maturity 2026);
• Euro 8.0 million (residual value Euro 3.8 million) subscribed by Var Group SpA with Banco BPM in June 2023 (maturity 2028);
• Euro 35.0 million (residual value Euro 30.6 million) subscribed by Var Group SpA with BPER Banca SpA in July 2025 (maturity
2031);
• Euro 15.0 million (residual value Euro 6.4 million) subscribed by Var Group SpA with Banca Monte dei Paschi SpA in September 2022 (maturity 2027);
• Euro 12.0 million (residual value Euro 2.6 million) subscribed by Var Group SpA with Banco BPM SpA in March 2022 (maturity
2027);
• Euro 20.0 million (residual value Euro 3.3 million) subscribed by Var Group SpA with Unicredit SpA in December 2023 (maturity
2026);
231 www.sesa.it Consolidated financial statements as of April 30, 2026• Euro 10.0 million (residual value Euro 5.2 million) subscribed by Var Group SpA with Banca Sella SpA in February 2024 (maturity
2028);
• Euro 10.0 million (residual value Euro 6.2 million) subscribed by Var Group SpA with Banca Monte dei Paschi SpA in March 2024
(maturity 2028);
• Euro 10.0 million (residual value Euro 5 million) subscribed by Var Group SpA with Banca BNL BNP Paribas SpA in April 2024
(maturity 2028);
• Euro 10.0 million (residual value Euro 7.2 million) subscribed by Var Group SpA with Banco BPM in August 2024 (maturity 2029);
• Euro 20.0 million (residual value Euro 12.5 million) subscribed by Var Group SpA with Credit Agricole in September 2024 (maturity
2028);
• Euro 35.0 million (residual value Euro 26.2 million) subscribed by Var Group SpA with Banca Intesa SpA in January 2025 (maturity
2029);
• Euro 20.0 million (residual value Euro 20 million) subscribed by Var Group SpA with Unicredit SpA in January 2025 (maturity 2029);
• Euro 15.0 million (residual value Euro 14.1 million) subscribed by Var Group SpA with Banca BNL BNP Paribas SpA in December 2025 (maturity 2029);
• Euro 5.0 million (residual value Euro 2.6 million) subscribed by Var Group SpA with CREDEM SpA in December 2023 (maturity
2027);
• Euro 5.0 million (residual value Euro 3.5 million) subscribed by Var Group SpA with CREDEM SpA in February 2025 (maturity
2029);
• Euro 35.0 million (residual value Euro 26.2 million) subscribed by Base Digitale Group SpA with Banca Intesa SpA in January 2025
(maturity 2029);
• Euro 10.0 million (residual value Euro 4.7 million) subscribed by Base Digitale Group SpA with Banca BPM SpA in June 2023
(maturity 2028);
• Euro 5.0 million (residual value Euro 2.1 million) subscribed by Base Digitale Group SpA with Credit Agricole SpA in December 2022 (maturity July 2026);
• Euro 5.0 million (residual value Euro 2.6 million) subscribed by Base Digitale Group SpA with Banca Sella SpA in February 2024 (maturity February 2026);
• Euro 10.0 million (residual value Euro 4.1 million) subscribed by Base Digitale Group SpA with Unicredit SpA in May 2024 (maturity
June 2027);
• Euro 10.0 million (residual value Euro 6.2 million) subscribed by Base Digitale Group SpA with Credit Agricole SpA in September 2024 (maturity September 2028);
• Euro 5.0 million (residual value Euro 3.8 million) subscribed by Base Digitale Group SpA with Banco BPM SpA in October 2024 (maturity December 2029);
• Euro 10.0 million (residual value Euro 8.1 million) subscribed by Base Digitale Group SpA with Banco BPM SpA in March 2025 (maturity March 2030);
• Euro 20.0 million (residual value Euro 17.5 million) subscribed by Base Digitale Group SpA with Credit Agricole SpA in July 2025 (maturity September 2029);
• Euro 10.0 million (residual value Euro 8.3 million) subscribed by Base Digitale Group SpA with Unicredit SpA in September 2025 (maturity September 2028);
• Euro 15.0 million (residual value Euro 14.0 million) subscribed by Base Digitale Group SpA with BNL SpA in December 2025 (maturity December 2029);
• Euro 25.0 million (residual value Euro 25.0 million) subscribed by Base Digitale Group SpA with MPS SpA in February 2026 (maturity June 2031);
• Euro 10.0 million (residual value Euro 7.5 million) subscribed by Computer Gross SpA with Banca Intesa SpA in January 2025
(maturity 2029);
• Euro 10.0 million (residual value Euro 5.2 million) subscribed by Computer Gross SpA with Banca Sella SpA in February 2024 (maturity 2028).
232 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe table below summarises the financial lease agreements, the operating leases, car leases and rentals entered in-to by Group companies for the exercise of their operating activities:
At April 30
(Euro thousands)
Funding entity New Loan Expiry 2026Of which
current2025Of which
current
Unicredit Leasing SpA 21-Nov 33-Nov 648 67 715 66 Rental and lease agreements 55,756 18,928 47,350 15,194 Total 56,404 18,995 57,182 18,489 The following table summarises the minimum payments of financial lease liabilities:
At April 30 (Euro thousands) 2026 2025 Minimun payments due Within 12 months 19,834 19,367 Between 1 and 5 years 34,878 34,790 Over 5 years 3,713 5,590 Total 58,425 59,747 Future financial expenses (2,021) (2,565) Current value of financial leasing liabilities 56,404 57,182 In the table below shows the Group’s net financial debt at April 30, 2026 and April 30, 2025 in accordance with ESMA and Consob
recommendations:
At April 30 (Euro thousands) 2026 2025 A. Cash equivalents 317 317 B. Cash equivalents to cash 575,996 561,646 C. Other current financial assets 7,739 14,922 D. Liquidity (A) + (B) + (C) 584,052 576,885 E. Current financial debt (including debt instruments but excluding the current portion of non-current financial
debt)22,457 96,660
F. Current portion of non-current financial debt 212,425 170,079 G. Current financial debt (E) + (F) 234,882 266,739 H. Net current financial debt (G) - (D) (349,170) (310,146) I. Non-current financial debt (excluding current portion and debt instruments) 366,693 384,894 J. Debt Instruments - -
233 www.sesa.it Consolidated financial statements as of April 30, 2026At April 30 (Euro thousands) 2026 2025 K. Trade and other current payables - -
L. Non-current financial debt (I) + (J) + (K) 366,693 384,894 M. Net financial debt (H) + (L) 17,523 74,748 Below is the reclassified statement of cash flows for a reconciliation of the Net debt at the beginning of the year with that at the end of the year:
At April 30 (Euro thousands) 2026 2025 Cash flows generated by operating assets before changes in net working capital 257,929 248,107 Change in working capital 27,576 (20,798) Interest and taxed paied (59,414) (94,323) Cash flow generated by (used in) operating activities before changes in lease liabilities 226,091 132,986 Payment of lease principal (21,357) (20,018) Cash flow generated by (used in) operating activities (A) 204,734 112,968 Cash flow generated by (used in) investment activities (B) (62,132) (65,314) Free cash flow (A+B) 142,602 47,654 Cash flow generated by (used in) acquisition investment activities (C) (58,592) (102,835) (Purchase) sale of other equity investments and securities (D) 10,948 7,741 Cash flow generated by (used in) investment activities (B+C+D) (109,776) (160,408) Cash flow generated by (used in) operating and investment activities 94,958 (47,440) Changes in Equity - -
Treasury Shares (19,837) (11,785) Dividends distributed (17,896) (18,207) Change in net debt 57,225 (77,432) Opening Net Financial Position (74,748) (2,684) Change in Net Financial Position 57,225 (77,432) Closing Net Financial Position (17,523) (74,748)
234 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report30. Debts and commitments for the purchase of shares in minority shareholders Below is the handling of debts for commitments for acquisitions of minority shareholdings during the year. Please note that this item consists of deferred price payables, Earn Out and Put options outstanding in the acquisition transactions carried out by the Group companies.
April 30, 2025 New in PaymentsAdjustment P&L Other April 30, 2026 Income Cost Inter Deferred price 19,018 22,413 (13,883) (713) - - - 26,835 Earn Out 28,392 4,439 (9,270) (4,439) 777 - - 19,899 PUT options 128,549 9,013 (8,208) (10,038) 4,550 3,022 (30,452) 96,436 Total debt and commitments for the pu-
chase of shares in minority sharehoders175,959 35,865 (31,361) (15,190) 5,327 3,022 (30,452) 143,170 April 30, 2024 New in PaymentsAdjustment P&L Other April 30, 2025 Income Cost Inter Deferred price 32,001 9,772 (23,152) (426) 820 116 (113) 19,018 Earn Out 21,413 22,264 (7,663) (9,598) 1,338 - 638 28,392 PUT options 106,786 37,524 (9,038) (18,149) 6,323 3,822 1,281 128,549 Total debt and commitments for the pu-
chase of shares in minority sharehoders160,200 69,560 (39,853) (28,173) 8,481 3,938 1,806 175,959 Adjustments to the fair value of put options, earn-outs and deferred prices amounted to approximately Euro 6.8 million as at 30 April. Changes in the present value of liabilities relating to the exercise prices of put options and potential earn-out payments were determined on the basis of updated estimates of the companies’ projected cash flows and profitability, applying the contractually defined formulas. The ‘Other’ item mainly comprises the reduction in debt following the payment of dividends to minority shareholders and the reduction in debt relating to unexercised put options.
The item “New in” of Euro 35.9 million refers for Euro 16.4 million to payables for commitments entered into in connection with the acquisition and business combination transactions carried out during the year (see also Note 5 “business combinations”). The remaining Euro 19.5 million refers instead to new commitments entered into in transactions concerning companies already part of the scope of consolidation as at 30 April 2025. The deferred prices refer to the fixed portion of the price relating to the acquisition transactions still to be paid, and not subject to predetermined conditions.
The detail of the portion of debt maturing within 12 months is as follows:
At April 30
2026 2025
Current liabilities and commitments for the acquisition of shareholdings in minority shareholders 31,336 46,872 Non-current liabilities and liabilities on acquisition of holdings in minority shareholders 111,834 129,087 Total 143,170 175,959
235 www.sesa.it Consolidated financial statements as of April 30, 202631. Employee Benefits This item includes the provision for severance indemnities (TFR) for employees of Group companies. Changes in this item are detailed as follows:
At April 30 (Euro thousands) 2026 2025 Opening balance 64,876 54,308 Service cost 120 6,252 Bond interests 2,366 2,124 Uses and advances (3,375) (4,292) Actuarial loss/(gain) (469) 2,119 Change in the scope of consolidation and purchase of business branches (224) 4,365 Closing balance 63,294 64,876 The actuarial assumptions used to calculate defined benefit pension plans are detailed in the following table:
At April 30 (Euro thousands) 2026 2025
Economics assumptions
Rate of inflation 2.00% 2.00% Discount rate 4.13% 3.61% TFR increase rate 3.00% 3.00% With regard to the discount rate, the iBoxx Eurozone Corporates AA 10+ index at the calculation date was taken as the reference for the valuation.
For the choice of the annual inflation rate, reference was made to the 2026 Public Finance Document (DFP) published on 22 April 2026, which reports the value of the private consumption deflator for the years 2026, 2027, 2028 and 2029 equal to 2.8%, 2.0%, 1.5% and 1.9% respectively. On the basis of the above and of the current inflationary trend, it was deemed appropriate to use a constant rate of 2.0%, in line with the ECB’s objectives of medium-to-long-term inflation of 2%.
It should also be noted that the carrying amounts as at 30 April 2026 incorporate the effects arising from the obligation, introduced by the 2026 Budget Law, to allocate the accruing TFR (employee severance indemnity) portions to supplementary pension schemes or, alternatively, at the employee’s explicit request, to the Treasury Fund. This obligation applies to employers that have reached or reach, in the years following the year of commencement of activity, the average headcount threshold of 60 employees during the 2026-2027 period.
Sensitivity Analysis
(Euro thousands) Scenarios Past service liability Annual discounting rate 0.50% 65,407
(0.50%) 64,473
Average annual rate of inflation 0.25% 62,280
(0.25%) 63,503
Turnover rate 0.50% 63,114
(0.50%) 65,491
236 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report32. Provisions Changes in these items are detailed as follows:
Provisions for Risks (Euro thousands) Provision for agent’s pension plans Other risk provisions Total At April 30, 2024 2,114 3,917 6,031 Change in the scope of consolidation 822 119 941 Accrual to provisions 247 2,079 2,326 Uses (220) (2,152) (2,372) At April 30, 2025 2,963 3,963 6,926 Change in the scope of consolidation 315 88 403 Accrual to provisions 436 3,298 3,734 Uses - (1,995) (1,995) At April 30, 2026 3,714 5,354 9,068 The Other Provisions for Risks reflects in particular:
• changes in the scope of consolidation attributable to the companies that entered the scope in the financial year ended 30 April
2026;
• provisions for various charges amounting to Euro 3.3 million attributable to the guarantees issued on the sale of certain assets, to the amounts set aside for tax claims and to other contractual obligations of the Group companies.
It should also be noted that, as of the date of preparation of this annual report, there are no further significant tax claims.
33. Trade payables The item in questioni s detailed as follows:
At April 30 (Euro thousands) 2026 2025 Advance payments 2,199 4,792 Trade payables 670,098 590,271 Total 672,297 595,063 34. Other current Liabilities The item in questioni s detailed as follows:
237 www.sesa.it Consolidated financial statements as of April 30, 2026At April 30 (Euro thousands) 2026 2025 Accrued liabilities and deferred income 155,075 134,986 Tax payables 37,673 28,022 Payable to personnel 61,013 54,285 Other payables 15,951 32,938 Payable to social security institutions 12,069 12,030 Advances from customers 16,178 15,229 Derivative liabilities 4,021 1,398 Total other current liabilities 301,980 278,888 Accrued liabilities and deferred income mainly includes revenues related to software maintenance and support fees pertaining to future years, relating to companies in the SSI segment.
35. Further Information
POTENTIAL LIABILITIES
We are not aware of the existence of further tax disputes or proceedings that could have significant repercussions on the Group’ s economic and financial situation.
FURTHER DISCLOSURES
There is no further relevant information to report.
COMMITMENTS
As at April 30, 2026, the Group had not undertaken any commitments not reflected in the financial statements.
DIRECTORS AND STATUTORY AUDITORS’ FEES
The following is a breakdown of the remuneration of the directors and statutory auditors of the Parent Company, gross of social security and tax contributions for the year, paid by Sesa SpA and other Group companies. For a complete description and analysis of the remuneration payable to Directors, Statutory Auditors and Executives with strategic responsibilities, reference should be made to the Remuneration Report available at the company’s registered office, as well as on the company’s website in the “Corporate Governance” section.
Year ended April 30 (Euro thousands) 2026 Payments to directors 1,157 The remuneration of the directors reported in the table includes fixed and variable remuneration as well as that due for participation in the internal committees. Excluded, however, are the directors’ assignable remuneration and the residual shares of the 2021-
2023 three-year plan allocated as a result of the stock grant plan approved by the Shareholders’ Meeting on 28 August 2020, which provided for deferred delivery times, and the shares of the 2024-2026 annual plan allocated as a result of the stock grant plan approved by the Shareholders’ Meeting on 28 August 2023.
238 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportOn 28 August 2023, the 2024-2026 Stock Grant Plan was approved, for a maximum value of 280,250 ordinary shares (including extra bonus shares with delivery in the 2027-2028 two-year period), for the benefit of the executive directors of Sesa and of the main subsidiaries, linked to sustainable growth targets for Ebitda and EVA, as well as to the maintenance of balanced equity and financial conditions. The Plan provides in detail for the following allocation method:
• 177,750 Ordinary Shares will be delivered free of charge to the Beneficiaries as follows: (i) 59,250 Ordinary Shares upon approval by the Shareholders’ Meeting of the financial statements as at 30 April 2024 (the “First Tranche”); (ii) 59,250 Ordinary Shares upon approval by the Shareholders’ Meeting of the financial statements as at 30 April 2025 (the “Second Tranche”);
(iii) 59,250 Ordinary Shares upon approval by the Shareholders’ Meeting of the financial statements as at 30 April 2026 (the “Third Tranche”).
• 83,000 Ordinary Shares (the “Three-Year Shares”) will be delivered (free of charge) following approval by the Shareholders’ Meeting of the financial statements as at 30 April 2026, 30 April 2027 and 30 April 2028, provided that the 2024-2026 three-year value generation (EVA) targets are achieved.
• 19,500 Ordinary Shares (the “Extra Bonus Shares”) will be delivered (free of charge) to certain Beneficiaries in three equal portions, upon approval by the Shareholders’ Meeting of the financial statements as at 30 April 2026, 30 April 2027 and 30 April 2028 respectively, upon achievement of the established targets.
As at 30 April 2026, the notional cost relating to the achievement of the annual plan (59,250 shares, equal to 100% of the annual vesting) was recognised for an amount of Euro 5,839 thousand, and the cost relating to a portion of the three-year plan for an amount of Euro 1,933 thousand. For a comprehensive overview of the compensation and remuneration paid to the corporate bodies, please refer to the Remuneration Report.
PAYMENTS TO THE INDEPENDENT AUDITOR
The following table, prepared in accordance with article 149-duodecies of the Consob Issuers’ Regulation, shows the fees for the year ended April 30, 2026 for audit and non-audit services provided by the Independent Auditor and by entities belonging to its network, including expenses.
Payments to the Independent auditor Type of service Service provider ConsigneeRemuneration for the year ended April 30, 2026
Euro thousands)
Independent audit KPMG Parent Company Sesa SpA 100 Other services KPMG Parent Company Sesa SpA 187 Independent audit KPMG Subsidiary Companies 500 Other services KPMG Subsidiary Companies 74 Remuneration includes, in addition to fees, out-of-pocket expenses and the supervisory contribution. In addition to the audit activity as of April 30, 2026, further services were provided, primarily related to the limited assurance review of Sesa Group’s Consolidated Sustainability Report (non-audit services), and other verification procedures.
36. Transaction with related Parties Transactions between the Group and related parties, associates and parent companies, are mainly of a commercial nature and mostly concern the purchase and sale of hardware and software and relative technical assistance. The Company believes that all transactions with related parties are substantially regulated on the basis of normal market conditions.
The following table details the balances with related parties as at April 30, 2026 and April 30, 2025:
239 www.sesa.it Consolidated financial statements as of April 30, 2026Transactions with related parties
(Euro thousands)Associated
companiesParent
companiesTop ManagementOther related partiesTotal Impact on the item Current trade receivables At April 30, 2026 596 60 2 2 660 0.10% At April 30, 2025 3,689 36 2 - 3,727 0.56% Other current receivables
and assets
At April 30,2026 3 - - - 3 0.00% At April 30, 2025 3 - - - 3 0.02%
Employee benefits
At April 30,2026 - - 102 - 102 0.16% At April 30, 2025 - - 81 - 81 0.12%
Trade Payables
At April 30,2026 1,181 - 44 - 1,225 0.18% At April 30, 2025 1,526 - 21 - 1,547 0.26% Other current liablilities At April 30, 2026 - - 157 - 157 0.05% At April 30, 2025 - - 217 - 217 0.06% The following table details the economic effects of transactions with related parties in the years ended April 30, 2026 and April 30,
2025:
P&L effects
(Euro thousands)Associated
companiesParent
companiesTop ManagementOther related partiesTotal Impact on the item
Revenues
At April 30, 2026 9,550 311 2 4 9,867 0.28% At April 30, 2025 6,436 299 6 6,741 0.21%
Other Income
At April 30, 2026 13 62 12 87 0.18% At April 30, 2025 11 36 21 68 0.16% Consumables and goods
for resale
At April 30, 2026 945 945 0.04% At April 30, 2025 736 736 0.03% Costs for services and rent, leasing, and similar costs At April 30,2026 3,485 9,444 184 13,113 4.24% At April 30, 2025 4,135 8,655 266 13,056 4.15%
240 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportP&L effects
(Euro thousands)Associated
companiesParent
companiesTop ManagementOther related partiesTotal Impact on the item
Personnel costs
At April 30, 2026 1,004 1,004 0.25% At April 30, 2025 1,250 1,250 0.35% Other operating Costs At April 30, 2026 0.00% At April 30, 2025 0.00%
Financial Income
At April 30, 2026 17 17 0.05% At April 30, 2025 25 25 0.06%
Financial expense
At April 30, 2026 3 3 0.00% At April 30, 2025 0.00%
ASSOCIATED COMPANIES
Relations with associated companies refer mainly to the purchase and sale of technological solutions and to the technical assistance services related to them carried out at normal market conditions. The associated companies with which the Group has maintained commercial purchase and sale relationships are mainly Ad Consulting Spa for 6 months, as the investment was disposed of, Emm&mme Informatica Srl and GvWay Srl; while IT services were purchased mainly from Attiva Spa, GvWay Srl and Var Enginfo Srl.
PARENT COMPANIES
Relations with parent companies refer to services provided by Sesa SpA.
TOP MANAGEMENT
Relations with top management refer mainly to the remuneration of directors and executives with strategic responsibilities, as well as close family members. In particular, payroll costs include the remuneration of directors and executives with strategic responsibilities for employment, while costs for services and the use of third-party assets include remuneration for directors, also including the stock grant cost for the year..
OTHER RELATED PARTIES
Relations with other related parties, mainly companies in which the statutory auditors or directors of the parent companies of Sesa SpA have an interest, relate to commercial activities regulated at normal market conditions.
37. Events Occourring After the End of the Year There were no significant events after the end of the financial year.
In the first months of the new financial year, the Sesa Group continued along the development path outlined in the new 2027 2028 Business Plan, strengthening its role as a Digital Integrator and partner for the digital innovation of businesses and organisations.
In a market context characterised by growing demand for solutions enabling the progressive adoption of Artificial Intelligence and
241 www.sesa.it Consolidated financial statements as of April 30, 2026Automation, investments in digital platforms and skills for the transformation of the offering and operating models will continue, pursuing objectives of sustainable growth and long-term value creation.
The 2027 2028 Business Plan provides for the continuation of the transformation path launched in the last financial year, with a focus on the organic growth of the Group’s core businesses, organisational simplification, the progressive reduction of legal entities, and the increasing adoption of AI, Automation and Digital Platforms as the main levers for improving operational efficiency and market penetration.
In light of the results achieved in FY2026, in which the objectives of the previous Business Plan were met, and considering the prospects of the Italian digital market, which is expected to grow annually by approximately 3.5% in the 2026 2029 period, the new 2027 2028 Business Plan provides for annual revenue growth of between 5% and 7.5% and operating profitability growth of between 5% and 10%, with a strengthening of its capital and financial soundness.
38. Authorisation for publication The publication of the consolidated financial statements of the Sesa Group for the year ended April 30, 2026 was authorised by a resolution of the Board of Directors on July 16, 2026.
242 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportCertification of the Consolidated Financial Statements pursuant to article 154-bis of Legislative Decree 58/98 1. The undersigned Paolo Castellacci, in his capacity as Chairman of the Board, and Alessandro Fabbroni, in his capacity as Exe-
cutive Responsible for the preparation of the corporate accounting documents of Sesa SpA, taking into account that envisaged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998, hereby certify:
• the adequacy in relation to the characteristics of the business, and • the effective application of the administrative and accounting procedures for the preparation of the financial statements as at April 30, 2026.
2. The application of the administrative and accounting procedures for the preparation of the financial statements as at April 30, 2026 did not reveal any significant aspects.
It is also certified that, the financial statements:
a. have been prepared in compliance with the applicable international accounting standards recognised by the European Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of July 19, 2002;
b. correspond to the results of the accounting books and records;
c. provide a truthful and fair representation of the issuer’s assets and liabilities, as well as its financial and economic position.
3. The Report on Operations includes a reliable analysis of the performance and results of operations as well as the situation of the issuer and of all the companies included within the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed, Empoli, July 16, 2026
Paolo Castellacci
Chairman of the Board of Directors
Alessandro Fabbroni
In his capacity as Executive in charge of preparation of the corporate accounting documents
243 www.sesa.it Consolidated financial statements as of April 30, 2026 Independent Auditor’s Report on the Consolidated Financial Statements as of April 30, 2026
244 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
245 www.sesa.it Consolidated financial statements as of April 30, 2026
246 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
247 www.sesa.it Consolidated financial statements as of April 30, 2026
248 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
249 www.sesa.it Consolidated financial statements as of April 30, 2026Annex 1
SUBSIDIARIES
Held by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
VAR GROUP SUISSE SA 4IT SOLUTIONS SAGL Gravesano (CH) 20,000 CHF 60.00% n.a.
OMNIBUS SRL ALBALOG SRLSesto Fiorentino
(FI)11,000 100.00% 100.00%
PLURIBUS SRL ALBASOFT SRL Padova (PD) 28,920 20.00% n.a.
COMPUTER GROSS SPA ALTINIA DISTRIBUZIONE SPACasale sul Sile
(TV)1,000,000 55.00% 55.00%
VAR GROUP SPA ADDFOR INDUSTRIALE SRL in liquidazione Empoli (FI) 10,000 n.a. 80.00% ADIACENT S.PA. SOCIETA' BENEFIT AFB NET SRL in liquidazione Perugia (PG) 15,790 62.00% 62.00%
ADIACENT S.PA. SOCIETA' BENEFIT ADIACENT INTERNATIONAL SRL Empoli (FI) 10,100 60.40% 60.40%
ADIACENT INTERNATIONAL SRL ADIACENT APAC LIMITED Hong Kong(HK) 70,000 hkd 75.00% 75.00%
ADIACENT INTERNATIONAL SRL ADIACENT ESPANA SL Madrid (ES) 3,006 100.00% 100.00%
SUSTAINIT SRL AMAECO SRLFiorano Modenese
(MO)20,000 65.00% 65.00%
APRA SPA
ANALYSIS SRL - SOFTWARE E RICERCACastel Maggiore
(BO)10,68015.00% 15.00%
SUSTAINIT SRL 36.00% 36.00%
DATA SCIENCE SRL ANALYTICS NETWORK SRL Empoli (FI) 40,000Merger in Data Science
Operations Srl100.00%
PLURIBUS SRL APRA SPA Jesi (AN) 151,520 92.19% 86.97%
APRA SPA ASSIST INFORMATICA SRL Basta Umbra (PG) 95,800 75.00% 51.00%
BASE DIGITALE GROUP SPAATS ADVANCED TECHNOLOGY
SOLUTIONS SPAMilano (MI) 300,000 87.50% 87.50%
VAR ANDORRA SL AWESOME SL Andorra (AD) 3,000 100.00% 100.00%
SESA SPA BASE DIGITALE GROUP SPA Firenze (FI) 6,625,200 100.00% 92.86%
BASE DIGITALE GROUP SPA BDM SRL Firenze (FI) 5,435,000 100.00% 100.00%
BASE DIGITALE GROUP SPA BDX SPA Parma (PR) 50,000 55.00% 55.00%
BASE DIGITALE GROUP SPA BDY SPA Firenze (FI) 3,000,000 51.00% 51.00%
BASE DIGITALE GROUP SPA BASE DIGITALE PLATFORM SPA Genova (GE) 661,765 87.41% 87.41%
BASE DIGITALE GROUP SPA
BDS SPA Firenze (FI) 2,782,50980.70% 93.56%
YARIX SRL 2.45% 2.84%
BDS SPA BD SIRM SRLTorre Annunziata (NA)100,000 59.00% n.a.
TEKNE SRL BEENEAR SRL Iasi( RO) 4,442,650 RON 100.00% 100.00%
UNIZON SPA BE4TECH SHPK Tirana (AL) 5,214 97.00% 97.00%
250 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportHeld by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
VAR GROUP SPA
BLOCKIT SRL in liquidazione Empoli (FI) 27,40069.80% 69.80%
YARIX SRL 30.20% 30.20%
IBERIAN UNIT VARGROUP SL BOOT SYSTEMS SL Barcellona (ES) 20,230 100.00% 100.00%
VAR INDUSTRIES SRL VAR INDUSTRIES SASTremblay-en-
France(FR)10,000 100.00% 100.00%
BASE DIGITALE GROUP SPA CENTOTRENTA SERVICING SPA Milano (MI) 7,215,000 50.94% 51.00%
YOCTOIT SRL
CONSORZIO QONOS
Empoli (FI)12,50020.00% 20.00%
VAR ENGINEERING SRL 20.00% 20.00%
UAN COMPANY SRL 20.00% 20.00%
DATA SCIENCE OPERATIONS SRL 20.00% n.a.
ISD NORD SRL 20.00% 20.00%
VAR ONE NORD EST SRL
CONSORZIO VAR GROUP Empoli (FI) 47,5144.35% 3.33%
DATEF SPA 4.35% 3.33%
ISD NORD SRL 4.35% 3.33%
VAR ENGINEERING SRL 4.35% 3.33%
UAN COMPANY SRL 4.35% 3.33%
YARIX SRL 4.35% 3.33%
UNIZON SPA 4.35% 3.33%
NEXTECH SRL 4.35% 3.33%
MF SERVICES SRL 4.35% 3.33%
APRA SPA 4.35% 3.33%
UBICS SRL 4.35% 3.33%
EVOTRE SRL 4.35% 3.33%
DURANTE & SANGALLI SPA 4.35% 3.33%
YOCTOIT SRL 4.35% 3.33%
DATA SCIENCE OPERATIONS SRL 4.35% 3.33%
MTS&CARE SRL 4.35% 3.33%
PALITALSOFT SRL 4.35% 3.33%
SUSTAINIT SRL 4.35% 3.33%
SISTHEMA SPA 4.35% 3.33%
MYS SRL 4.35% 3.33%
VAR GROUP SPA 4.35% 3.33%
251 www.sesa.it Consolidated financial statements as of April 30, 2026Held by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
CONSORZIO VAR GROUP
CONSORZIO SESA RESEARCH HUB Empoli (FI) 12,00033.00% n.a.
ADIACENT SPA SOCIETÀ BENEFIT 33.00% n.a.
YARIX SRL YARIX GMBH Monaco (DE) 25,000 100.00% 100.00%
Yarix GMBH CYRES Consulting Baltics, SIA Riga (LV) 3,181 100.00% 100.00% Yarix GMBH Yarix India Private Limited Bengaluru (IN) 11,270 98.00% 98.00% Yarix GMBH CYRES Consulting Austria GmbH Graz( AT) 17,500 100.00% 100.00%
BDX SPA DATACOREX SRL Parma (PR) 50,000 100.00% 66.00%
VAR GROUP SPA DATA SCIENCE SRL Empoli (FI) 139,050 92.51% 81.07%
DATA SCIENCE SRL DATA SCIENCE IBERICA SL Madrid (ES) 10,582 100.00% n.a.
7CIRCLE SRL DATEF SPA Bolzano (BZ) 126,000 51.03% 51.03%
VAR GROUP SPA TEKNE SRL Empoli (FI) 1,105,200 86.50% 90.00%
BEENEAR SRL
VAR GROUP BRASIL SERVICOS DE
TECNOLOGIA DA INFORMACAO LTDAJardim Das
Perdizes(BR)375,000 Reaisn.a. 10.00%
TEKNE SRL n.a. 90.00%
VAR GROUP SPA 100.00% n.a.
VAR GROUP SPA DURANTE & SANGALLI SPA Cormano (MI) 1,000,000 55.59% 51.00%
VAR GROUP SPA
VAR4TEAM SRL Grassobbio (BG) 253,00080.43% 60.50%
VAR ONE SRL 14.20% 14.20%
SESA SPA VALUE 4CLOUD SRL Empoli (FI) 50,000 100.00% 100.00%
COMPUTER GROSS SPA CLEVER CONSULTING SRL Milano (MI) 36,057Merger in Computer Gross
Spa53.20%
PLATIX SRL UNIZON SPA Milano (MI) 1,562,500 91.35% 81.35%
APRA SPA CENTRO 3 CAD SRL Jesi (AN) 10,000 80.00% 80.00%
COMPUTER GROSS SPA KOLME SRL Milano (MI) 165,640 62.60% 64.31%
ALTINIA DISTRIBUZIONE SPA MAINT SYSTEM SRL Milano (MI) 10,000 60.00% 60.00%
SESA SPA COMPUTER GROSS SPA Empoli (FI) 40,000,000 100.00% 100.00%
COMPUTER GROSS SPA COMPUTER GROSS NESSOS SRL Empoli (FI) 52,000 60.00% 60.00%
VAR GROUP SPA COSESA SRL in liquidazione Empoli (FI) 15,000 100.00% 100.00%
OMNIBUS SRL DELTA PHI SIGLA SRL Empoli (FI) 99,000 100.00% 100.00%
WISE ABREGO SL DELTA TECNOLOGIAS DE INFORMACION SL Madrid (ES) 3,010 100.00% n.a.
VAR GROUP SPA
7CIRCLE SRL Empoli (FI) 162,30585.14% 84.05%
YARIX SRL 4.90% 5.00%
SESA SPA DIGITAL ECOSYSTEM SRL Empoli (FI) 100,000 100.00% n.a.
252 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportHeld by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
DURANTE & SANGALLI SPA DIGITAL INDEPENDENT SRL Cormano (MI) 95,000 100.00% 100.00%
VAR GROUP SPA DIGITAL SECURITY SRL Empoli (FI) 119,203 Merger in Yarix Srl 96.31%
BDS SPA EMMEDI SRL Udine (UD) 121,000 Merger in BDS SPA 66.00%
UNIZON SPA ESSEDI CONSULTING SRLCologno Monzese
(MI)10,000 60.00% 60.00%
APRA SPA EUROLAB SRL Fermo (FM) 10,400 Merger in Apra Spa 55.00%
BDX SPA EURO FINANCE SYSTEMS SA Parigi (FR) 150,000 66.56% 66.56%
BASE DIGITALE PLATFORM SPA EVER GREEN MOBILITY RENT SRL Scandicci (FI) 10,000 52.00% 52.00%
APRA SPA EVOTRE SRL Jesi (AN) 210,000 56.00% 56.00%
ADIACENT INTERNATIONAL SRLFEN WO (SHANGAI) MANAGEMENT
CONSULTING CO., LTDShanghai 202,426 55.30% 55.30%
PMGREEN SPA GREEN4TECH SRL Bagnolo in Piano
(RE) 20,000 85.00% 85.00%
PMGREEN SPA GREENSUN SRLBagnolo in Piano
(RE)192,000 Merger in PMGREEN SPA 66.00%
PMGREEN SPA GREENSUN ADRIA D.OO Polje (SLO) 25,000 60.00% 60.00%
PMGREEN SPA GREENSUN EAST EUROPE SRL Bucarest (RO) 18,973 50.00% 50.00%
CENTOTRENTA SERVICING SPA HYPERMAST STS SRL Milano (MI) 10,000 100.00% 100.00%
VAR GROUP SPA
IBERIAN UNIT VAR GROUP SL Madrid (ES) 3,369n.a. 62.03%
DATA SCIENCE SRL n.a. 10.98%
VAR INDUSTRIES IBERIAN SL n.a. 10.98%
WISE SECURITY GLOBAL SL 100.00% 10.98%
COMPUTER GROSS SPA ICOS SPA Bolzano (BZ) 732,930 88.00% 91.28%
ICOS SPA ICOS Deutschland GmbH in liquidazione Munchen 1,100,000 100.00% 92.50%
COMPUTER GROSS SPA
ICT LOGISTICA SRL Empoli (FI) 775,50066.70% 66.70%
VAR GROUP SPA 33.30% 33.30%
ADIACENT S.PA. SOCIETÀ BENEFIT IDEA POINT SRL Empoli (FI) 10,000 100.00% 100.00%
YARIX SRL INDUSTRIAL CYBER SECURITY SRL Bolzano (BZ) 50,000 Merger in Yarix Srl 100.00%
PLATIX SRL IT PAS SRL Napoli (NA) 100,000 52.00% 52.00%
COMPUTER GROSS SPA ITF SRL Empoli (FI) 100,000 100.00% n.a.
CENTOTRENTA SERVICING SPA IRIS San Vito (BR) 10,000 100.00% n.a.
ADIACENT INTERNATIONAL SRL ADIACENT SUPPLY CHAIN CO., LTD Shanghai (CN) 200,000 CNY 100.00% 100.00%
PLURIBUS SRL INFOLOG SPA Modena (MO) 300,000 67.30% 67.30%
VAR INDUSTRIES SRL INNOFOUR BV Almeno (NL) 18,000 60.00% 60.00%
253 www.sesa.it Consolidated financial statements as of April 30, 2026Held by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
SESA SPA
ISD ITALY SRL Reggio Emilia (RE) 545,584n.a. 63.05% DIGITAL ECOSYSTEM SRL 63.28% n.a.
ISD ITALY SRL
ISD NORD SRL Reggio Emilia (RE) 16,66618.95% 18.95%
MF SERVICES SRL 23.69% 23.69%
NEXTECH SRL 23.69% 23.69%
DATA SCIENCE OPERATIONS SRL JANUS PROFESSIONAL SERVICES SRL Sardara (CA) 10,000Merger in Data Science
Operations Srl100.00%
YARIX SRL KLEIS SRL Torino (TO) 10,400 61.00% 61.00%
VAR GROUP SPA
M.K. ITALIA SRL Empoli (FI) 100,000n.a. 51.00%
DIGITAL ECOSYSTEM SRL 55.00% n.a.
7CIRCLE SRL UAN COMPANY SRL Empoli (FI) 60,000 100.00% 100.00%
METODA FINANCE SRL UFI SERVIZI SRL Roma (RM) 150,000 99.33% 99.33%
VAR GROUP SPA LEAPFROG SRL Empoli (FI) 50,000 70.00% n.a.
VAR ANDORRA SL LBS SERVEIS SL Andorra (AD) 3,000 100.00% 100.00%
DATA SCIENCE SRL DATA SCIENCE OPERATIONS SRL Empoli (FI) 10,000 100.00% 100.00%
UNIZON SPA METISOFT SPA Fabriano (AN) 154,240 87.76% 87.76%
BASE DIGITALE GROUP SPA METODA FINANCE SRL Salerno (SA) 110,000 70.00% 70.00%
ISD ITALY SRL M.F. SERVICES SRLCampagnola Emilia
(RE)1,000,000 100.00% 100.00%
VAR ONE SRL MYS SRL Rovigo (RO) 10,000 51.00% 51.00%
ISD ITALY SRL MTS&CARE SRL Gorlago (BG) 10,000 100.00% 100.00%
PALITALSOFT SRL NEXT STEP SOLUTION SRL Collecchio (PR) 30,000 55.00% 55.00%
7CIRCLE SRL NGS SRL Padova (PD) 10,000Merger in Uan Company Srl100.00%
UBICS SRL OTCADA MEX S DE RL DE DVGuadalajara,
Jalisco, Messico 10,000 MXN 81.00% 100.00% PALITALSOFT SRL PAL IFM SRL Catanzaro ( CZ) 50,000 Merger in Palitalsoft Srl 55.00%
APRA SPA PALITALSOFT SRL Jesi (AN) 135,000 100.00% 55.00%
PLURIBUS SRL OMNIBUS SRL Empoli (FI) 50,000 91.00% 91.00%
VAR GROUP SPA PLURIBUS SRL Empoli (FI) 10,000 99.50% 99.50%
VAR GROUP SPA PLATIX SRL Empoli (FI) 100,000 97.00% 97.00%
COMPUTER GROSS SPA PMGREEN SPA Pontassieve (FI) 146,052 71.98% 80.43%
UNIZON SPA PV CONSULTING SRL Roma (RM) 95,000 70.00% 60.00%
DELTA PHI SIGLA SRL SIGLA TAILOR MADE SRL Empoli (FI) 10,000 51.00% 51.00%
SISTHEMA SPA SOFTHARE SARL Tunisi (TN) 250,000 TND 99.00% 99.00%
254 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportHeld by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
VAR GROUP SPA
STUDIO 81 DATA SYSTEM SRL Roma (RM) 150,00050.00% 50.00%
VAR4TEAM SRL 24.00% n.a.
UAN COMPANY SRL
VAR EVOLUTION SRL in liquidazione Empoli (FI) 66,66731.80% 31.80%
ADIACENT S.PA. SOCIETÀ BENEFIT 31.80% 31.80%
VAR INDUSTRIES SRL 31.80% 31.80%
SESA SPA
ADIACENT SPA SOCIETÀ BENEFIT Empoli(FI) 578,666n.a. 76.96%
BDM SRL 0.77% 0.77%
DIGITAL ECOSYSTEM SRL 77.39% n.a.
APRA SPA 13.07% 13.07%
DURANTE & SANGALLI SPA SANGALLI TECNOLOGIE SRL Brusaporto (BG) 25,000Merger in DURANTE &
SANGALLI SPA55.00%
PMGREEN SPA SEBIC INVESTMENTS SRL Pontassieve (FI) 10,000 100.00% 100.00%
MAINT SYSTEM SRL SERTECMA SRL Milano (MI) 10,000Merger in
Maint System Srl100.00%
COMPUTER GROSS SPA SERVICE TECHNOLOGY SRL Arezzo (AR) 12,350 55.00% 55.00%
SESA SPA SESA GMBH Monaco (DE) 100,000 100.00% 100.00%
SESA SPA
SIMPLECYB SRL Parma (PR) 10,000n.a. 100.00%
DIGITAL ECOSYSTEM SRL 100.00% n.a.
VAR INDUSTRIES SRL SMARTCAE SRL Firenze (FI) 100,000 51.00% 51.00%
VAR INDUSTRIES SRL SMART ENGINEERING GMBH Buchholz in der
Nordheide25,000 55.00% 55.00%
OMNIBUS SRL SOFT SYSTEM SRL Pordenone (PN) 99,000 60.00% 60.00%
VAR ONE SRL VAR ONE NORD EST SRL Pordenone (PN) 158,690 100.00% 100.00%
PLURIBUS SRL SISTHEMA SPA Milano (MI) 1,046,860 67.97% 67.97%
DATA SCIENCE SRL SPS SRL Bologna (BO) 10,400 100.00% 100.00%
VAR INDUSTRIES GMBHTRIAS Mikroelektronik Schweiz GMBH in liquidazione Zurigo (CH) 20,000 CHF n.a. 100.00% VAR INDUSTRIES GMBH TRIAS Microelectronics SRL Iasi (RO) 18,400 Ron 90.00% 90.00%
ADIACENT S.PA. SOCIETÀ BENEFIT SUPERRESOLUTION SRL Empoli (FI) 10,000 51.00% 51.00%
BASE DIGITALE PLATFORM SPA
TECNIKE' SRL Arezzo (AR) 10,000n.a. 51.00% BDM SRL Merger in BDM SRL n.a.
VAR INDUSTRIES SRL TEKNO SERVICE SRL Milano (MI) 14,000 60.00% 60.00%
IBERIAN UNIT VARGROUP SL VAR ANDORRA SL Andorra la Vella
(AD)3,000 70.00% 100.00%
WISE SECURITY GLOBAL SL TECH VALUE IBERICA SL Barcellona 50,000 100.00% 100.00%
VAR GROUP SPA UBICS SRL Empoli (FI) 569,220 70.45% 71.91%
255 www.sesa.it Consolidated financial statements as of April 30, 2026Held by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
VAR GROUP SPA VAR4INDUSTRIES SRL Empoli (FI) 105,040Merger in
Var Industries SRL79.53% VAR GROUP SPA VAR INDUSTRIES SRL Milano (MI) 100,000 100.00% n.a.
ATS ADVANCED TECHNOLOGY
SOLUTIONS SPA SPARKLING ROCKS SRL Milano (MI) 460,000 Merger in ATS SPA 45.00%
VAR GROUP SPA SUSTAINIT SRL Empoli (FI) 101,010 100.00% 100.00%
VAR PRIME SRL
VAR4RETAIL SRL Treviso (TV) 23,529n.a. 85.00%
TEKNE SRL 85.00% n.a.
7CIRCLE SRL VAR ENGINEERING SRL Empoli (FI) 160,000 100.00% 96.60%
VAR GROUP SPA VAR GROUP SAS Aix-en-Provence 100,000 99.00% n.a.
SESA SPA VAR GROUP SPA Empoli (FI) 3,800,000 100.00% 100.00%
VAR GROUP SPA
VAR GROUP GMBH Monaco (DE) 25,00066.00% 66.00%
YARIX SRL 11.00% 11.00%
DATEF SPA 11.00% 11.00%
VAR INDUSTRIES GMBH 12.00% 11.00%
VAR GROUP SPA VAR GROUP SUISSE SA Lugano (CH) 100,000 CHF 75.00% 75.00%
TEKNE SRL VAR HUB SRL Empol (FI) 33,333 Merger in Tekne Srl 100.00% VAR GROUP SPA VAR IT SRL in liquidazione Parma (PR) 140,000 100.00% 100.00%
VAR INDUSTRIES SRL VAR INDUSTRIES IBERIAN SL Madrid (ES) 3,000 100.00% 100.00%
VAR INDUSTRIES SRL VAR INDUSTRIES GMBH Eching (DE) 51,665 100.00% 100.00%
UNIZON SPA VAR ONE SRL Empoli (FI) 258,434 96.21% 96.70%
CONSORZIO VAR GROUP VAR PA SRL Jesi (AN) 10,000 100.00% 100.00%
PLATIX SRL VAR PRIME SRL Empoli (FI) 10,152 98.50% 98.50%
7CIRCLE SRL
VSH SRL Empoli (FI)50,000 n.a. 44.00%
MTS&CARE SRL 50,000 100.00% 23.00%
ISD ITALY SRL NEXTECH SRLNoventa di Piave
(VE)100,000 100.00% 100.00%
7CIRCLE SRL TECHNOLOGY CONSULTING SRL Bolzano (BZ) 200,000 Merger in Uan Company Srl 100.00% 7CIRCLE SRL VAR4YOU SRL Empoli (FI) 30,000Merger in Var Engineering
Srl100.00%
DATA SCIENCE SRL VISUALITICS SRL Empoli (FI) 10,582Merger in Data Science
Operations Srl59.50%
7CIRCLE SRL YOCTOIT SRL Monza (MB) 152,000 52.10% 52.10%
YARIX SRL
WISE SECURITY GLOBAL SL Madrid (ES) 3,693n.a. 51.00%
VAR GROUP SPA 88.00% n.a.
WISE SECURITY GLOBAL SL WISE ABREGO SL Ceuta (ES) 3,000 100.00% n.a.
256 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportHeld by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
7CIRCLE SRL XAUTOMATA GMBH Klagenfurt (AT) 40,000 76.30% 76.30%
VAR ONE SRL Z3 ENGINEERING SRL Lanciano (CH) 10,500 80.00% 80.00%
VAR GROUP GMBH VISICON EDV - INTEGRATION GMBH Limeshain (DE) 91,400 80.00% n.a.
VISICON EDV - INTEGRATION GMBH VISICON SERVICE GMBH LIMESHAIN (DE) 25,050 100.00% n.a.
WISE ABREGO SL TRIB3S SL Madrid (ES) 50,000 51.00% n.a.
TRIB3S SL TRIB3S FACTORY SL Madrid (ES) 3,000 100.00% n.a.
Annex 2
ASSOCIATED COMPANIES
Held by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
VAR PRIME SRL 4CONSULTING SRL Limena (PD) 20,000 20.00% 20.00%
7CIRCLE SRL AD CONSULTING SPA Modena (MO) 1,296,296 n.a. 19.00%
COMPUTER GROSS SPA ATTIVA SPA Brendola (VI) 4,680,000 21.00% 21.00%
YARIX GMBH Breachlabz GmbH Monaco (DE) 25,000 20.00% 20.00%
SESA SPA C.G.N. SRL Milano (MI) 100,000 47.50% 47.50%
DURANTE & SANGALLI SPA CONSORZIO STARGATE Brescia (BS) 24,000 33.33% 33.33%
METODA FINANCE SRL CONSORZIO QUINTA DIMENSIONE Salerno (SA) 341,102 27.00% 27.00%
COMPUTER GROSS SPA EMM&MME INFORMATICA SRL Lastra a Signa (FI) 94,500 19.40% 19.40%
APRA SPA ENOGIS SRL Trento (TN) 14,286 30.00% 30.00%
APRA SPA EVIN SRL Ascoli Piceno (AP) 30,000 n.a. 20.00%
VAR GROUP SPA FINCHAIN SRL Empoli (FI) 10,000 50.00% 50.00%
ATS ADVANCED TECHNOLOGY SOLUTIONS SPA FINTECH LABS SRL Bari (BA) 16,129 38.00% 38.00%
UAN COMPANY SRL GENDATA SRL Forlì (FC) 50,000 n.a. 20.00%
ADIACENT SPA SOCIETÀ BENEFIT G.G. SERVICES SRL Pontedera (PI) 10,200 33.30% 33.30%
VAR GROUP SPA GVWAY SRLPaderno Dugnano
(MI)150,000 30.00% 30.00%
DATEF SPA INOVA Q GMBH Vienna (AUT) 51,646 44.50% 45.00%
VAR GROUP SPA LABOVAR SRL in liquidazione Istrana (TV) 50,000 49.00% 49.00%
257 www.sesa.it Consolidated financial statements as of April 30, 2026Held by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
UBICS SRL LAGUNAROCK SRL Pontedera (PI) 10,000 35.00% 35.00%
BDX SPA LAW ON CHAIN S.R.L. Collecchio (PR) 50,000 n.a. 30.60%
VAR GROUP SPA NOA SOLUTION SRL Cagliari (CA) 118,000 24.00% 24.00%
UAN COMPANY SRL S.A. CONSULTING SRL Inveruno (MI) 10,000 30.00% 30.00%
COMPUTER GROSS SPA SISTEMI MANAGERIALI SRLPratovecchio Stia
(AR)14,200 33.10% 33.10%
UBICS SRL THE GREENWATCHER SRL Milano (MI) 10,000 35.00% 35.00%
UAN COMPANY SRL T-STATION ACADEMY SRL Forlì (FC) 25,000 40.00% 40.00%
VAR GROUP SPA
URBANFORCE S.C.A.R.L.
in liquidazione Empoli (FI) 28,000 28.60% 28.60%
ADIACENT SPA SOCIETÀ BENEFIT 14.30% 14.30%
VAR GROUP SPA VAR & ENGINFO SRL Empoli (FI) 70,000 30.00% 30.00%
VISICON EDV - INTEGRATION GMBH VISICON AT GMBH Leonding (AT) 35,000 40.00% n.a.
VISICON EDV - INTEGRATION GMBH VISICON SYSTEM GMBH Limeshain (DE) 25,000 45.00% n.a.
VISICON EDV - INTEGRATION GMBH LYMEZ GMBH Limeshain (DE) 25,000 50.00% n.a.
SISTHEMA SPA WEBGATE ITALIA SRL Sarezzo (BS) 40,000 30.00% 30.00%
APRA SPA WINLAKE ITALIA SRL in liquidazione Novi Ligure (AL) 10,200 n.a. 33.33% YARIX SRL YARIX ASIA PACIFIC CO.LTD Bankok 50,000 baht 49.00% n.a.
258 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportAnnex 3
OTHER COMPANIES
Held by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
7CIRCLE SRL AIRSPOT SRL Torino (TO) 13,100 n.a. 19.1%
VAR GROUP SPA APIO SRL Pescara (PE) 14,882 9.3% 9.3%
SESA SPA A.RE.A S.C.R.L. Empoli (FI) 100,000 1.0% 1.0%
VAR GROUP SPA AXED SRL Latina (LT) 2,000,000 0.1% 0.1%
UNIZON SPA B.I.T. SRL Milano (MI) 100,000 12.5% 12.5%
SESA SPA BLUE FACTORY SRL Milano (MI) 100,000 17.0% 17.0%
VAR GROUP SPA CAP SOLUTIONS SRL Genova (GE) 100,000 15.0% 15.0%
SESA SPA
C.H. SPA (CABEL HOLDING) Empoli (FI) 12,000,0001.9% 1.9%
VAR GROUP SPA 1.9% 1.9%
YARIX SRL
COMMERCIO.NETWORK SPA Schio (VI) 434,5750.6% 0.6%
VAR GROUP SPA 0.6% 0.6%
UAN COMPANY SRL CONSORZIO SIS Sassari (SS) 50,000 4.0% 4.0%
VAR GROUP SPA CONSORZIO TEKNOBUSSan Donà di Piave
(VE)16,000 25.0% 25.0%
VAR GROUP SPA DEXIT SRL Trento (TN) 700,000 13.5% 13.5%
SESA SPA DV HOLDING SPA Roma (RM) 100,000 n.a. 6.0%
COMPUTER GROSS SPA EMPOLI F.B.C. SPA Empoli (FI) 1,040,000 1.0% 1.0%
VAR GROUP SPA FD SERVICE SRL Milano (MI) 100,000 2.1% 2.1%
VAR GROUP SPA FINDYNAMIC SRL Milano (MI) 28,810 1.7% 1.7%
APRA SPA G.L. ITALIA Srl Milano (MI) 10,400 18.0% 18.0%
UAN COMPANY SRL INFOSVIL SRL Firenze (FI) 20,400 10.0% 10.0%
UNIZON SPA INNORG SRL Torino (TO) 12,000 19.0% 19.0%
APRA SPAINNOVAZIONE AUTOMOTIVE E
METALMECCANICA SOC CONS A RLSanta Maria
Imbaro (CH)115,000 0.6% 0.6%
COMPUTER GROSS SPA ITF SRL Empoli (FI) 100,000 n.a. 10.0%
METISOFT SPA MECCANO S.P.A. Fabriano (AN) 1,905,070 0.7% 0.7%
VAR GROUP SPA BT VAR SRLOzzano dell'Emilia
(BO)50,000 19.0% 19.0%
SESA SPA PARENTSMILE SRL Vicenza (VI) 245,946 9.0% 9.0%
BDM SRL PROBLEM SOLVER SRL Roma (RM) 110,000 18.2% 18.2%
BDS SPA R & C APPALTI SRL Roma (RM) 13,600 17.0% 17.0%
DATEF SPA SAIM SRL Bolzano (BZ) 200,000 n.a. 2.5%
259 www.sesa.it Consolidated financial statements as of April 30, 2026Held by CompanyRegistered
officeShare capital
in EuroPercentage held at
Apr-30-26 Apr-30-25
VAR ONE NORD EST SRL SIGEA SRL Oderzo (TV) 100,000 10.0% 10.0%
VAR GROUP SPA SMARTLABS SRL Roma (RM) 150,000 10.0% 10.0%
VAR GROUP SPA SPORTEAMS SRL Bagno a Ripoli (FI) 165,000 0.2% 0.2%
VAR GROUP SPA SYSDAT.IT SRL Pisa (PI) 100,000 10.0% 10.0%
SESA SPA TRAINECT SRL Roma (RM) 14,382 1.6% 1.6%
DELTA PHI SIGLA SRL UPSENS SRL Trento (TN) 14,134 0.6% 0.6%
VAR INDUSTRIES SRL VAR PLUS SRL Empoli (FI) 10,000 n.a. 15.0%
MF SERVICES SRL
MTS GLOBAL SERVICE SRL Empoli (FI) 66,2632.8% 2.8%
ISD NORD SRL 5.0% 5.0%
VAR GROUP SPA VAR SOLUTIONS SRL Milano (MI) 10,000 10.0% 10.0%
APRA SPA VTF SRL Empoli (FI) 141,270 1.4% 1.4%
260 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability ReportSeparate
financial
statements
as of April
30, 2026
261
www.sesa.it
262 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportSEPARATE INCOME STATEMENT Year ended April 30 (in Euro) Note 2026 2025 Revenues 5 18,604,825 17,166,274 Other incomes 6 8,310,422 6,061,003 Consumables and goods for resale 7 (142,693) (99,274) Costs for services and rent, leasing, and similar costs 8 (17,780,566) (15,684,966) Personnel costs 9 (11,360,493) (10,891,265) Other operating costs 10 (1,025,089) (361,286) Amortisation and Depreciation 11 (824,778) (702,373) Operating result - (4,218,372) (4,511,887) Financial income 12 32,953,704 27,620,168 Financial expenses 12 (901,569) (114,458) Profit before taxes - 27,833,764 22,993,823 Income taxes 13 376,770 488,463 Profit for the year - 28,210,534 23,482,286
SEPARATE STATEMENT OF COMPREHENSIVE INCOME
Year ended April 30 (in Euro) Note 2026 2025 Profit for the year - 28,210,534 23,482,286 Items that cannot be reclassified to the Income Statement - - -
Actuarial gain (loss) for employee benefits - Gross effect 24 (130,859) (27,279) Actuarial gain (loss) for employee benefits - Tax effect 24 31,406 6,547 Comprehensive income for the year - 28,111,081 23,461,554
263 www.sesa.it Separate financial statements as of April 30, 2026SEPARATE STATEMENT OF FINANCIAL POSITION At April 30 (in Euro) Note 2026 2025 Intangible assets 14 1,402,408 866,234 Right of use 15 522,697 596,652 Property, plant and equipment 16 937,304 775,880 Investment property 17 5,167 5,459
Equity investments18,
2099,879,830 95,366,859
Receivables for deferred tax assets 19 3,135,232 2,555,390 Other non-current receivables and assets 20 1,324,317 7,104,299 Total non-current assets - 107,206,956 107,270,773 Current trade receivables 21 6,691,558 3,609,938 Current tax receivables 22 142,524 1,179,011 Other current receivables and assets 20 18,993,644 9,852,938 Cash and cash equivalents 23 8,456,664 184,730 Total current assets - 34,284,389 14,826,617 Total assets - 141,491,344 122,097,389 Share capital - 37,126,928 37,126,928 Share premium reserve - 7,155,658 33,144,034 Other reserves - 31,614,350 12,218,944 Profits carried forward - 28,210,534 23,482,286 Total Shareholders’ equity 24 104,107,470 105,972,192 Non-current loans 26 9,606,818 -
Financial liabilities for non-current rights of use 26 59,142 358,050 Non current financial liabilities and commitments for purchase of shares from non-controlling interests - - -
Employee benefits 27 2,155,672 2,244,534 Non-current provisions 28 429,461 -
Deferred tax liabilities 19 94,931 19,401 Total non-current liabilities - 12,346,023 2,621,985 Current loans 26 2,286,229 -
Financial liabilities for current rights of use 26 471,821 246,374 Current financial liabilities and commitments for purchase of shares from non-controlling interests - 18,000 27,000 Trade payables 29 2,485,679 2,080,600 Current tax payable 22 1,338,954 7,119 Other current liabilities 30 18,437,169 11,142,119 Total current liabilities - 25,037,852 13,503,212 Total liabilities - 37,383,875 16,125,197 Total shareholders’ equity and liabilities - 141,491,344 122,097,389
264 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportSEPARATE STATEMENT OF CASH FLOWS Year ended April 30 (Euro thousands) Note 2026 2025 Profit for the year - 28,211 23,482 Adjustments for: - - -
Amortisation and Depreciation 11 825 703 Income taxes - (377) (488) Accruals to provisions relating to personnel and other provisions 28 924 353 Net financial (income) expense 12 (26,725) (27,514) Capital gains/losses from transfer and other non-monetary entries - 2,263 7,169 Cash flows generated by operating activities before changes in net working capital - 5,121 3,705 Change in trade receivables 21 (3,309) 496 Change in payables to suppliers 29 405 222 Change in other assets 20 (10,938) 496 Change in other liabilities 30 7,805 (4,438) Employee benefits 27 (562) (298) Change in deferred taxes 19 - -
Change in receivables and payables for current taxes 22 1,896 2,367 Interest paid - (753) (31) Taxes paid - (133) (57) Net cash flow generated by operating activities - (468) 2,462 Equity investments 18 (5,143) (2,162) Investments in property, plant and equipment 16 (454) (185) Investments in intangible assets 14 (825) (682) Disposal of tangible and intangible assets - - -
Non-current equity investments in other companies 20 - -
Disposals of non-current equity investments in other companies 20 11,300 -
Dividends collected - 27,500 27,500 Interest collected - 54 120 Net cash flow generated by/(used in) by investment activity - 32,432 24,591 Subscription of long-term loans 26 15,000 -
Repayment of long-term loans - (3,106) -
(Reduction)/increase in short-term loans 26 (14) -
Repayment of financial liabilities for rights of use - (240) (263) Treasury shares 24 (19,837) (11,785) Capital increase and/or Shareholder payment 24 - -
Dividends distributed 24 (15,495) (15,495) Net cash flow generated by/(used in) financial activity - (23,692) (27,543) Translation difference on cash and cash equivalents - - -
265 www.sesa.it Separate financial statements as of April 30, 2026Year ended April 30 (Euro thousands) Note 2026 2025 Change in cash and cash equivalents - 8,272 (490) Opening balance of cash and cash equivalents 23 185 675 Closing balance of cash and cash equivalents 23 8,457 185
SEPARATE STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
See note n. 24 for the details of changes in shareholders’ equity.
Changes in separate shareholders’ equity (Euro thousands) Share CapitalShare Premium
ReserveOther
ReservesProfits for the year and profits carried forward Shareholders’
Equity
At April 30, 2024 37,127 33,144 13,474 21,436 105,180 Actuarial gain/(loss) for employee benefits-gross - - (27) - (27) Actuarial gain/(loss) for employee benefits – tax effect - - 6 - 6 Transactions with shareholders - - - - -
Purchase of treasury shares - - (11,785) - (11,785) Sale of treasury shares - - - - -
Distribution of dividends - - - (15,495) (15,495) Assignment of shares in execution of Stock Grants - - (2,559) - (2,559) Stock Grant Plan - shares vesting in the period - - 7,169 - 7,169 Other changes - - - - -
Allocation of profit for the year - - 5,941 (5,941) -
Profit for the year - - - 23,482 23,482 At April 30, 2025 37,127 33,144 12,219 23,482 105,972 Actuarial gain/(loss) for employee benefits - gross - - (131) - (131) Actuarial gain/(loss) for employee benefits - tax effect - - 31 - 31 Transactions with shareholders - - - - -
Purchase of treasury shares - - (24,980) - (24,980) Sale of treasury shares - (25,988) 31,131 - 5,143 Distribution of dividends - - - (15,495) (15,495) Assignment of shares in execution of Stock Grants - - (2,416) - (2,416) Stock Grant Plan - shares vesting in the period - - 7,773 - 7,773 Other changes - - - - -
Allocation of profit for the year - - 7,987 (7,987) -
Profit for the year - - - 28,210 28,210 At April 30, 2026 37,127 7,156 31,614 28,210 104,107
266 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportNotes to the Separate
Financial Statements
1. General Information Sesa SpA (hereinafter “Sesa”, the “Company” or the “Parent Company”) is a company incorporated and domiciled in Italy, with registered office in Empoli, at no. 138 Via Piovola, organi -
sed in compliance with the legal system of the Italian Republic.
The Company and its subsidiaries (jointly the “Group”) operate in Italy in the Information Technology sector and, in particular, in the value-added distribution of IT software and technologies (Value Added Solutions or VAS), in the offer of System Inte-
grator services aimed at training and supporting companies as IT end-users (Software and System Integration), and in the provision of security services, digital platforms and banking ap-
plications, for the finance & banking sector (BS Sector). The subsidiaries associate and joint ventures included in the scope of consolidation is annexed to the explanatory notes.
The Company is controlled by ITH SpA, which holds 56.88 per cent of the share capital. In turn, ITH SpA is controlled by HSE SpA, which holds 73.28 percent, of the share capital of ITH SpA.
This document was approved by the Company’s Board of Di-
rectors on July 16, 2026.
These Financial Statements are subject to independent audit by KPMG SpA.
2. Summary of Accounting Standards The main accounting criteria and standards applied in the pre-
paration of these separate financial statements for the year ended April 30, 2026 are illustrated below.2.1. Basis of Preparation The Separate financial statements for the year ended April 30, 2026, have been prepared in accordance with the international accounting standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and approved by the European Union, and with the provisions issued in implementation of art. 9 of Legislative Decree no.
38/2005. The “IFRS” also include all revised international accounting standards (“IAS”), as well as all interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and the previous Standing Interpretations Committee (SIC).
The set of all standards and interpretations referred to above is referred to below as “IFRS”. The Separate financial sta-
tements have been prepared under the assumption that the company is a going concern, in that the Directors have verified that there are no financial, management or other indicators such as to indicate critical issues regarding the Company’s abi-
lity to fulfil its obligations in the foreseeable future and particu-
larly in the next 12 months. A description of how the Company manages financial risks is contained in note 3 on “Financial risk management”.
The Separate financial statements have been prepared and presented in Euro, which is the currency of the prevailing economic environment in which the Company operates. All amounts included in this document, unless otherwise indica -
ted, are stated in Euro thousands.
The financial statement schedules and relative classification criteria adopted by the Company within the scope of the op-
tions envisaged by IAS 1 Presentation of Financial Statements are indicated below:
• the statement of financial position has been prepared with the classification of assets and liabilities according to the
“current/non-current” criterion”;
• the income statement has been prepared with the classi-
fication of operating costs by type;
• the statement of comprehensive income includes, in ad-
dition to the profit for the year resulting from the income statement, other changes in shareholders’ equity items attributable to transactions not entered into with Company
shareholders;
• the statement of cash flows shows the cash flows from operating activities according to the “indirect method”.
267 www.sesa.it Separate financial statements as of April 30, 2026Assets and liabilities are shown separately and without offsetting.
An asset is considered current when:
• the asset is expected to be realised, or is expected to be sold or used in the normal course of the organisation’s
operating cycle;
• it is held primarily for trading;
• it is expected to be realised within twelve months of the end of the financial year;
• it is in the form of cash or cash equivalents, unless it is precluded from trading or used to settle a liability for at least twelve months after the end of the financial year.
A liability is considered current when:
• the liability is expected to be settled in the normal course of the organisation’s operating cycle;
• it is held primarily for trading;
• it is expected to be settled within twelve months of the end of the financial year;
• the organisation does not have an unconditional right to defer settlement of the liability for at least twelve months following the end of the financial year.
The Separate Financial Statements are prepared on a going concern basis, applying the historical cost method, except for those items that are recognised at fair value under IFRS, as in-
dicated in the valuation criteria for individual items. The curren-
cy used by the Company for the presentation of the Separate financial statements is the Euro; all amounts are expressed in Euro thousands, except where otherwise indicated.
For the purpose of Consob disclosure on related parties, plea -
se see the specific Note 32 with details of related parties and impact on the relative items in the financial statements. The Separate Financial Statements provide comparative informa-
tion for the previous year.
The Separate Financial Statements were prepared in consi-
deration of all specific disclosure requirements and only the information deemed relevant in accordance with the definition of IAS 1.7 has been reported.2.2. Significant accounting standards The most significant accounting standards and valuation cri-
teria used to prepare the Separate financial statements are briefly described below.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recognised at purchase or production, net of accumulated depreciation and any impairment losses. The purchase or production cost includes all costs directly incurred to prepare the assets for use, as well as any deinstallation and removal costs that will be incurred as a result of contractual obligations that require restoration of the asset to its original condition. Financial expenses, if directly attributable to the acquisition, construction or production of qualified assets, are capitalised and amortised on the basis of the useful life of the asset to which they refer.
Charges incurred for ordinary and/or cyclical maintenance and repairs are charged to the income statement when they are incurred. Costs relating to the expansion, modernisation or improvement of structural elements owned or under lease are capitalised to the extent that they meet the requirements for separate classification as an asset or part of an asset.
Assets recorded in relation to leasehold improvements are depreciated on the basis of the duration of the rental contract, or on the basis of the specific useful life of the asset, if lower.
Depreciation is calculated on a straight-line basis using rates that allow depreciation of assets until the end of their useful life.
When the asset subject to depreciation consists of distinctly identifiable elements the useful life of which differs significantly from that of the other parts comprising the asset, depreciation is carried out separately for each of these parts in accordance with the component approach method.
268 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe estimated indicative useful life for the various categories of property, plant and equipment is as follows:
Useful life of tangible asset categories Class of tangible assets Useful life in years
Buildings 33
Furniture and furnishings 8 Office equipment 5
Vehicles 4
The useful life of property, plant and equipment is reviewed and updated, where applicable, at least at the end of each financial year. Land is not subject to depreciation.
RIGHTS OF USE
Contracts for the leasing of property, plant and equipment en-
tered into as a lessee entail the recognition of an asset re-
presenting the right to use the leased asset and the financial liability for the obligation to make the payments envisaged by the contract. In particular, the lease liability is recognised ini-
tially as equal to the current value of the future payments to be made, adopting a discount rate equal to the interest rate impli -
cit in the lease or, if this cannot be easily determined, using the lessee’s incremental financing rate.
After initial recognition, the lease liability is measured at amor-
tised cost using the effective interest rate and is restated fol-
lowing contractual renegotiations, changes in rates and chan-
ges in the valuation of any contractual options envisaged. The right of use is initially recognised at cost and is subsequently adjusted to take into account amortisation and depreciation, any impairment losses and the effects of any recalculations of lease liabilities.
The company has decided to adopt certain simplifications en-
visaged by the Standard, excluding contracts with a duration of less than or equal to 12 months (so-called “short-term”, calculated on the residual duration at first-time adoption) and those with a value of less than Euro five thousand (so-called “low-value”).
INTANGIBLE ASSETS
Intangible assets are assets without physical substance that are identifiable and capable of producing future economic be-
nefits. They are recognised at purchase or internal production cost when it is likely that future economic benefits will be ge-
nerated from their use and the related cost can be reliably determined. The cost includes directly attributable accessory expenses necessary to make the assets available for use.
Development costs are recognised as intangible assets only when the Company can demonstrate the technical feasibility of completing the asset and that it has the ability, intention and availability of resources to complete the asset for use or sale.
Research costs are recognised in the Income Statement. In-
tangible assets with a definite useful life are recognised net of the provision for amortisation and any impairment losses.
Amortisation is calculated on a straight-line basis over the estimated useful life of the asset, which is reviewed at least annually; any changes in the amortisation criteria are applied prospectively.
See Note 4 “Estimates and Assumptions” for more details on the estimated useful life. Amortisation begins when the intan-
gible asset becomes available for use. Consequently, intangi -
ble assets not yet available for use are not amortised but are subject to annual impairment tests.
The Group’s intangible assets have a definite useful life. In par-
ticular, the following main intangible assets can be identified within the Company:
(a) Goodwill
• Goodwill, if recognised, is classified under intangible assets with an undefined useful life and is initially reco-
gnised at cost, as described above, and subsequently subject to impairment testing at least once a year. No wri-
te-back is allowed in the event of a previous write-down for impairment.
269 www.sesa.it Separate financial statements as of April 30, 2026(b) Other intangible assets with a definite useful life • Intangible assets with a definite useful life are recognised at cost, as described above, net of accumulated amortisation and any impairment losses. Amortisation begins when the asset becomes available for use and is systematically distributed in relation to its residual possibility of use, i.e. on the basis of its estimated useful life. The useful life estimated by the Company for the various tangible asset categories is as follows:
Useful life of intangible assets Class of intangible assets Useful life in years Software licences and similar 5 Client list 10-15 Trademarks and patents 5 The useful life of intangible fixed assets is reviewed and updated, where applicable, at least at the end of each financial year .
INVESTMENT PROPERTY
Properties held for the purpose of obtaining lease payments or for the purpose of increasing the value of the investment are recorded under “Investment property”. They are evaluated at purchase or production cost, plus any accessory costs, net of accumulated depreciation and any losses in value.
EQUITY INVESTMENTS
Investments in subsidiaries are valued at purchase cost, in accordance with the provisions of IAS 27. If there are indications that the recoverability of the cost has, in whole or in part, failed, the book value is reduced to the related recoverable amount, in accordance with IAS 36. When, subsequently, this loss ceases to exist or is reduced, the book value is increased to the new estimated recoverable amount, which may not exceed the original cost.
IMPAIRMENT OF NON-FINANCIAL ASSETS - REDUCTION IN
THE VALUE OF INTANGIBLE ASSETS, PROPERTY, PLANT AND
EQUIPMENT AND INVESTMENT PROPERTY
(a) Goodwill
• As previously stated, goodwill, if recognised, is subject to impairment testing once a year or more frequently if there are indications that its value may have been im-
paired. As of April 30, 2026, the Sesa Group has not recognised any goodwill.(b) Assets (intangible assets, property, plant and equipment and investment property) with a definite useful life • At each balance sheet date, an impairment test is carried out to determine whether there are any indications that property, plant and equipment, intangible assets or investment property may have suffered a loss in value. To this end, both internal and external sources of information are considered. With regard to the former (internal sources), the following are considered: the obsolescence or physical deterioration of the asset, any significant chan-
ges in the use of the asset and the economic performance of the asset compared to expectations. As regards external sources, the following are considered: the trend in the market prices of the assets, any technological, market or regulatory discontinuities, the trend in market interest rates or in the cost of the capital used to evaluate the investments.
If the presence of such indicators is identified, the recoverable value of the abovementioned assets is estimated, recording any write-down with respect to the relative book value in the inco-
me statement. The recoverable value of an asset is the higher between the fair value, net of sale costs, and its value in use, the latter being the current value of estimated future cash flows for the asset. In determining the value in use, expected future cash flows are discounted using a pre-tax discount rate that reflects current market evaluations of the cost of money, compared to the period of the investment and the specific risks of the asset.
For an asset that does not generate largely independent cash flows, the recoverable value is determined in relation to the cash
270 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportgenerating unit to which the asset belongs.
A loss in value is recognised in the income statement if the book value of the asset, or of the related CGU to which it is allocated, is higher than its recoverable value.
Impairment of CGUs are first recognised as a reduction in the book value of any goodwill attributed to them and then as a reduction in other assets, in proportion to their book value and within the limits of their recoverable value. If the conditions for a previously made write-down no longer exist, the book value of the asset is restored and recorded in the income statement, within the limits of the net book value that the asset in question would have had if the write-down had not taken place and the relative amortisation had been applied.
TRADE RECEIVABLES AND OTHER FINANCIAL ASSET
Based on the characteristics of the instrument and the busi -
ness model adopted for its management, the following three categories are distinguished in compliance with IFRS 9:
(i) financial assets measured at amortised cost; (ii) financial assets measured at fair value, recording the effects among the other comprehensive income components; (iii) financial assets measured at fair value, recording the effects in the income sta-
tement.
Financial assets are measured using the amortised cost method if both of the following conditions are met:
• the financial asset management model consists of hol-
ding the financial asset for the sole purpose of collecting the related cash flows;
• the financial asset generates, at contractually predeter -
mi-ned dates, cash flows that are exclusively representa -
tive of the return on the financial asset.
Financial assets representing debt instruments with a business model that envisages both the possibility of collecting the con-
tractual cash flows and the possibility of realising capital gains on disposal (so-called business model hold to collect and sell), are measured at fair value, recording the effects under com-
prehensive income (FVTOCI).
A financial asset represented by debt securities that is not me-
asured at amortised cost or FVTOCI is measured at fai value, recording the effects in the income statement (FVTPL).
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Trade receivables are included in current assets, with the exception of those with a contractual maturity in excess of twelve months from the balance sheet date, which are classified as non-current assets.
In the case of factoring transactions for trade receivables that do not involve transferral to the factor of the risks and rewards associated with the receivables assigned (the Company con-
tinues to be exposed to the risk of insolvency and delayed payment, the so-called assignments with recourse), the tran-
saction is treated in the same way as a loan secured by the receivable subject to assignment. In this case, the receivable assigned continues to be represented in the Company’s balan -
ce sheet and financial report until it is collected by the factor and any advance obtained from the factor is offset by a finan-
cial payable.
The financial cost of factoring transactions is represented by interest on the amounts advanced recognised in the income statement on an accruals basis, which are classified as finan-
cial expense. Commissions accruing on sales with recourse are included under financial expense, while commissions on sales without recourse are recorded under other operating co-
sts.
IFRS 9 defines a new impairment/write-down model for these assets, with the aim of providing useful information to users of the financial statements on the relative expected losses.
For trade receivables, the Group adopts a simplified approa -
ch to valuation which does not require the recognition of pe-
riodic changes in credit risk, but rather the recognition of an Expected Credit Loss (“ECL”) calculated over the entire life of the receivable (so-called ECL lifetime).
Receivables are entirely written down in the financial state-
ments when there is objective evidence that the Company will not be able to recover the receivable due from the counterparty on the basis of the contractual terms.
Objective evidence includes events such as:
• significant financial difficulties of the debtor;
• legal disputes with the debtor relating to receivables;
• the likelihood that the debtor will go bankrupt or that other financial restructuring procedures will be initiated.
271 www.sesa.it Separate financial statements as of April 30, 2026The amount of the write-down is measured as the difference between the book value of the asset and the current value of the estimated future cash flows and recorded in the income statement. If the reasons for the previous write-downs cease to apply in subsequent periods, the value of the asset is rein-
stated up to the value that would have derived from the appli -
cation of the amortised cost.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and bank deposits available and other forms of short-term investment with an original maturity of three months or less.
NON-CURRENT ASSETS HELD FOR SALE
Non-current assets with a book value that will be recovered mainly through sale rather than through continuous use are classified as held for sale and reported separately from other assets in the balance sheet and financial report.
This condition is considered met when the sale is highly pro-
bable and the asset or group of assets being disposed of is available for immediate sale in its present condition. Noncur -
rent assets held for sale are not subject to amortisation and are measured at the lower between their book value and fair value, minus sale costs.
A discontinued operating asset represents a part of the enter-
prise that has been disposed of or classified as held for sale and (i) represents an important business unit or geographical area of activity; (ii) is part of a coordinated plan to dispose of an important business unit or geographical area of activity; or (iii) is a subsidiary acquired solely for the purpose of being resold.
The results of discontinued operating assets are disclosed se-
parately in the income statement, net of tax effects. The corre-
sponding figures for the previous year, if any, are reclassified and disclosed separately in the income statement, net of tax effects, for comparative purposes.
FINANCIAL PAYABLES
Financial payables are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method.
In compliance with IFRS 9, they also include trade payables and payables of a varying nature. Financial payables are clas-sified as current liabilities, except for those maturing more than twelve months after the balance sheet date and those for whi-
ch the Company has an unconditional right to defer payment for at least twelve months after the reference date. Financial payables are recorded at the date of negotiation of the tran-
saction and are removed from the financial statements when they are extinguished and when the Company has transferred all the risks and charges relating to the instrument.
FINANCIAL LIABILITIES FOR RIGHTS OF USE
Lease agreement liabilities are initially measured at the current value of future lease payments unpaid at the lease commence -
ment date, discounted using the interest rate implicit in the lea-
se or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. In general, the Company uses its own incremental borrowing rate as the discount rate.
The Company determines the incremental borrowing rate by obtaining interest rates from various external financing sour-
ces and makes certain adjustments to reflect the terms of the lease and the type of asset leased.
Lease payments included in the measurement of the lease liability are as follows:
• fixed payments;
• the purchase option exercise price that the Company is reasonably certain to exercise and the penalties for early termination of a lease, unless the Company is reasonably certain not to terminate the lease early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured in the event of a change in future lease payments resulting from a change in an index or a rate, in the event of a change in the Group’s estima-
te of the amount expected to be paid under a residual value guarantee, in the case of a change in the Group’s assessment of the exercise of a purchase, extension or termination option or in the case of early termination of a purchase, extension or termination option, or if the payment of a fixed lease is revised in substance.
When the lease liability is remeasured in this way, an adjust-
ment corresponding to the carrying amount of the right of use is made, or it is recognised in the income statement if the car-
rying amount of the right of use has been reduced to zero.
The Company has chosen not to recognise assets and liabili -
ties arising from the right of use for leases of low-value assets
272 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportand short-term leases. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis for the duration of the lease.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivatives are evaluated as securities held for trading and measured at fair value with a balancing entry in the income statement. They are classified under other current and non-
current assets or liabilities. Financial assets and liabilities with a balancing entry in the income statement are initially recogni -
sed and subsequently measured at fair value and the relative accessory costs are immediately expensed in the income sta-
tement.
Profits and losses deriving from changes in the fair value of exchange rate derivatives are presented in the income state-
ment under financial income and expense in the period in whi-
ch they are recorded.
EMPLOYEE BENEFITS
Short-term benefits consist of wages, salaries, relative social security charges, payments in lieu of holidays and incentives in the form of bonuses payable in the twelve months following the balance sheet date. These benefits are recorded as com-
ponents of payroll costs in the period in which the work is per-
formed.
Defined-benefit plans, which also include severance indemnities due to employees pursuant to article 2120 of the Italian Civil Code (“TFR”), include the amount of benefits payable to employees that can only be quantified after termination of employment, and are linked to one or more factors such as age, years of service and remuneration; consequently, the relative cost is recorded in the income statement on the basis of actuarial calculations.
The liability recognised in the financial statements for defined benefit plans corresponds to the current value of the bond at the balance sheet date. Obligations for defined benefit plans are determined annually by an independent actuary using the projected unit credit method. The current value of the defined benefit plan is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in Euro, which takes into account the duration of the relative pension plan. Actuarial profits and losses arising from the above-
mentioned adjustments and changes in actuarial assumptions are recognised in comprehensive statement of income.
As of 1 January 2007, the 2007 budget law and the relative implementation decrees introduced significant changes to the rules governing employee severance indemnities, including the possibility for employees to choose the destination of their accruing employee severance indemnities. In particular, new flows of severance indemnity may be allocated by the em-
ployee to selected pension schemes or kept within the com-
pany. In the case of allocation to external pension funds, the company is only required to pay a defined contribution to the fund chosen, and from that date the newly accrued amoun -
ts are considered defined contribution plans which are not subject to actuarial evaluation.
STOCK GRANT PLAN
In compliance with IFRS 2 - Share-based payments, the total amount of the current value of the stock grants at the assign -
ment date is recognised entirely in the income statement under payroll costs, with a balancing entry recognised directly under shareholders’ equity. If there is a “vesting period” in which cer-
tain conditions must be met (achievement of goals) for the as-
signees to become holders of the right, the cost of remunera -
tion, determined on the basis of the current value of the shares at the assignment date, is recognised under payroll costs on a straight-line basis over the period between the assignment date and the vesting date, with a balancing entry recognised directly under shareholders’ equity.
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges are set aside to hedge losses and specific expenses which definitely or probably exist but for which the amount or date of occurrence cannot be determined.
The entry is recorded only when there is a current obligation, legal or implicit, for a future outflow of economic resources as a result of past events and it is probable that such outflow is necessary for the fulfilment of the obligation. This amount represents the best estimate of the cost of extinguishing the obligation. The rate used to determine the current value of the liability reflects current market values and takes into account the specific risk associated with each liability.
When the financial effect of time is significant and the dates of payment of the obligations can be reliably estimated, the provi-
sions are measured at the current value of the expected outlay using a rate that reflects market conditions, the change in the cost of money over time and the specific risk associated with the obligation. The increase in the value of the provision, deter-
mined by changes in the cost of money over time, is recorded as interest expense. The risks for which the occurrence of a
273 www.sesa.it Separate financial statements as of April 30, 2026liability is only a possibility are indicated in the specific section providing information on potential liabilities and no provision is made for them.
TRADE PAYABLES AND OTHER LIABILITIES
Trade payables and other liabilities are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method.
EARNINGS PER SHARE
a. Earnings per share - basic Basic earnings per share is calculated by dividing the Company’s share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares.
b. Earnings per share - diluted Diluted earnings per share is calculated by dividing the Company’s share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares. To calculate diluted earnings per share, the weighted average number of shares in circulation is modified by assuming the exercise by all the assignees of rights that potentially have a diluting effect, while the Company’s share of profit is adjusted to take into account any effects, net of taxes, of the exercise of such rights.
TREASURY SHARES
Treasury shares are recorded as a reduction in shareholders’ equity. The original cost of the treasury shares and the revenues deriving from any subsequent sales are recorded as changes in shareholders’ equity.
RECOGNITION OF REVENUES
On the basis of the five-stage model introduced by IFRS 15, the Company proceeds with the recognition of revenues after identifying the contracts with its customers and the relative services to be provided (transfer of goods and/or services), determining the payment to which it believes it is entitled in exchange for the provision of each of these services, and assessing the manner in which these services are to provided (fulfilment at a given time versus fulfilment over time).) When the above requirements are met, the Group applies the recognition rules described below. Revenues from the sale of products are recognised when control connected with ownership of the goods is transferred to the buyer, or when the customer acquires full capacity to decide on the use of the goods and to substantially reap all the benefits.
Revenues from services are recognised when they are rendered with reference to the state of progress. Revenues also include lease payments recognised on a straight-line basis throughout the duration of the contract. Revenues are recognised at the fair value of the price received for the sale of products and services in the ordinary course of the Company’s business. Revenues are recognised net of value added tax, expected returns, allowances, discounts and certain marketing activities carried out with the help of customers, the value of which depends on the revenues themselves.
RECOGNITION OF COSTS
Costs are recognised when they relate to goods and services purchased or consumed during the year or by systematic allocation.
OTHER FINANCIAL INCOME AND EXPENSE
For all financial assets and liabilities measured at amortised cost and interest-bearing financial assets classified as at fair value and recognised in the Comprehensive Income Statement, interest income and interest expense are recognised using the effective interest rate method.
Interest income is recognised to the extent that it is likely that the Group will reap economic benefits and their amount can be reliably measured.
Other financial income and expenses also include changes in the fair value of financial instruments other than derivatives.
DIVIDENDS
Dividends are recognised when the unconditional right to receive payment is established. Dividends and interim dividends payable to shareholders of the Parent Company and to minority interests are recognised as a change in shareholders’ equity on the date they are approved by the Shareholders’ Meeting and the Board of Directors, respectively.
TAXES
274 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportCurrent income taxes Current income taxes for the year, recorded under “current tax payables” net of payments on account, or under “current tax receivables” if the net balance is a receivable, are determined on the basis of estimated taxable income and in accordance with current regulations. These payables and receivables are determined by applying the tax rates envisaged by measures enacted or substantially enacted as of the balance sheet date. Current taxes are recognised in the Income Statement, with the exception of those relating to items recognised outside the Income Statement, which are recognised directly in shareholders’ equity.
Deferred income tax assets and liabilities Deferred tax liabilities and deferred tax assets are calculated on the temporary differences between the book values of liabilities and assets recognised in the financial statements and the corresponding values recognised for tax purposes, applying the tax rate in force on the date the temporary difference occurs, determined on the basis of the tax rates envisaged by measures enacted or substantially enacted as of the balance sheet date.
Deferred tax liabilities are recognised in relation to taxable temporary differences, unless such liabilities arise from the initial recognition of goodwill or with reference to taxable temporary differences relating to investments in subsidiaries, associated companies, when the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets refer to all deductible temporary differences, as well as to the carrying forward of unused tax losses and tax credits.
Deferred and prepaid income taxes are recognised in the Income Statement, with the exception of those related to items recognised outside the Income Statement, which are recognised directly in shareholders’ equity.
Deferred tax assets and deferred tax liabilities are offset only if there is a legally enforceable right to offset current tax assets against current tax liabilities and if they relate to income taxes levied by the same taxation authority on the same taxable entity or on different taxable entities that intend to settle current tax liabilities and assets on a net basis, or realise the assets and settle the liabilities simultaneously, in each subsequent period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Tax Consolidation
Sesa SpA exercises, as a consolidated company, the option for the domestic tax consolidation regime (pursuant to Article 117 et seq. of the TUIR — Italian Consolidated Income Tax Act), which allows IRES (corporate income tax) to be determined on a single taxable base corresponding to the algebraic sum of the positive and negative taxable amounts of the individual participating companies, together with Sesa SpA, the latter acting as the consolidating company .
2.3 Newly issued accounting standards Listed below are the standards that had already been issued on the date of preparation of the Sesa financial statements but were not yet in force. The list refers to standards and interpre-
tations that the Group expects will be reasonably applicable in the future. Sesa intends to adopt these standards when they become effective.
AMENDMENTS TO IAS 21: LACK OF EXCHANGEABILITY
In August 2023, the International Accounting Standards Board (IASB) published an amendment entitled “Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability”. The document clarifies when a currency is exchangeable into another currency and requires an entity to identify a methodology to be applied consistently in order to assess whether a currency can be exchanged into another and, when this is not possible, how to determine the exchange rate to be used and the disclosure to be provided in the notes to the financial statements. The adoption of this amendment did not have any effect on the Group’s Separate financial sta-
tements.
2.4 Accounting standards, amendments and inter-
pretations not yet applicable The standards that, as of the date of preparation of the Group’s Consolidated financial statements, had already been issued but were not yet effective, and which have not been early adopted by the Group, are illustrated below.
IFRS 18 PRESENTATION AND DISCLOSURE IN FINANCIAL
STATEMENTS
IFRS 18 will replace IAS 1 Presentation of Financial Statements and will apply from the years beginning on January 1, 2027.
275 www.sesa.it Separate financial statements as of April 30, 2026The new accounting standard introduces the following changes:
• Entities will have to classify all income and expense items into the following five categories of the statement of profit/(loss) for the year: operating activities, investing activities, financing activities, discontinued operations and income taxes. In addition, entities will have to present the operating result, as defined by IFRS 18, as a new subtotal. The profit/(loss) for the year of the entities will not change;
• The performance indicators defined by company management (MPM) will have to be indicated in a single note to the financial
statements;
• The standard provides specific guidance on the methods of aggregating and disaggregating information in the financial statements.
In addition, all entities will have to use the operating result subtotal as the starting point of the statement of cash flows when it is presented using the indirect method. The Group is still assessing the effect of applying the new accounting standard.
Other standards
Document title Entry into force* Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7) January 1, 2026 Annual cycle of improvements to IFRS accounting standards – Volume 11 (Amendments to IAS 7 and IFRS 1, 7, 9, 10) January 1, 2026 Contracts linked to nature-dependent electricity (Amendments to IFRS 9 and IFRS 7) January 1, 2026 Conversion into a presentation currency of a hyperinflationary economy (Amendments to IAS 21) January 1, 2027 IFRS 19 Subsidiaries without ‘public accountability’: disclosures and subsequent amendments to IFRS 19 January 1, 2027 *For financial years beginning on or after 1 January.
The Group is assessing whether the accounting standards, amendments and interpretations not yet adopted will have an impact on the consolidated financial statements..
3. Financial Risk Management The Company’s assets are exposed to credit risk.
The Company’s risk management strategy aims to minimise potential negative effects on the Company’s financial performance.
Risk management is centralised in the treasury function, which identifies, evaluates and hedges financial risks. The treasury fun-
ction provides indications for monitoring risk management, as well as indications for specific areas, concerning interest rate risk, exchange rate risk.
MARKET RISK
The Company is exposed to market risks only with regard to credit risk.
INTEREST RATE RISK
The Company’s capital structure is characterised by a structurally positive net financial position and is therefore not exposed to interest rate risk.
EXCHANGE RATE RISK
276 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportIn the year ended April 30, 2026, the Company did not operate in currencies other than the Euro.
CREDIT RISK
The credit risk is represented by exposure to potential losses that may derive from failure to fulfil obligations undertaken by custo -
mers. To mitigate the credit risk related to commercial counterparties, and therefore customers, the Company has implemented procedures to ensure that services are supplied to customers considered reliable on the basis of past experience and available information. Furthermore, the Company constantly monitors its commercial exposure and ensures that receivables are collected in compliance with the contractual deadlines. We would also point out that the company’s exposure is concentrated mainly on companies belonging to the Sesa Group. The credit risk deriving from normal operations is constantly monitored using customer information and assessment procedures, with the creation of a provision for bad debts.
The following table provides a breakdown of current customer receivables as at April 30, 2026 and 2025, grouped by due date, net of the provision for bad debts.
Year ended April 30
2026 2025
Yet to mature 2,278 919 Expired by 0-30 days 293 140 Expired by 31-90 days 86 98 Expired by 91-180 days 39 1 Expired by 181-360 days 21 9 Expired by over 361 days 39 40
Total 2,756 1,208LIQUIDITY RISK
Liquidity risk is associated with the Company’s ability to fulfil its commitments deriving mainly from financial liabilities. Prudent management of the liquidity risk arising from the Company’s normal operations implies maintaining an adequate level of cash and cash equivalents and the availability of funds obtainable through an adequate amount of credit lines. The Company’s capital structure is characterised by a structurally positive net financial position and is therefore not exposed to liquidity risk.
The following tables show the expected cash flows in future years for financial liabilities at April 30, 2026 and April 30, 2025 At 30 April, 2026 (Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 year Current and non-current loans 11,893 2,286 9,607 -
Financial liabilities for rights of use 531 472 59 -
Trade payables 2,486 2,486 - -
Other current and non-current payables 19,794 19,794 - -
At 30 April, 2025 (Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 year Current and non-current loans - - - -
Financial liabilities for rights of use 604 246 358 -
Trade payables 2,081 2,081 - -
Other current and non-current payables 11,176 11,176 - -
277 www.sesa.it Separate financial statements as of April 30, 2026Other current and non-current payables refer mainly to group VAT payables and other relations with companies included in the scope of the tax consolidation.
CAPITAL RISK
The Company’s goal in terms of capital risk management is mainly to safeguard business continuity so as to guarantee returns for shareholders and benefits for other stakeholders. The Group also aims to maintain an optimal capital structure in order to reduce the cost of borrowing.
FINANCIAL ASSETS AND LIABILITIES BY CATEGORY
With reference to the classification and valuation of financial assets, it should be noted that the financial assets held by the group are valued: at amortised cost in the case of financial assets relating to the “hold to collect” business model; at fair value, recorded under other comprehensive income components in the case of financial assets relating to the “hold to collect and sell” business model.
A financial asset representing a debt instrument that is not measured at amortised cost or FVTOCI is measured at fair value, recor-
ding the effects in the income statement.
The fair value of trade receivables and other financial assets, trade payables and other payables and other financial liabilities, re-
corded under “current” items of the statement of financial position measured using the amortised cost method, as these are mainly assets underlying commercial transactions the settlement of which is envisaged in the short term, does not differ from the book values of the financial statements at April 30, 2026 and April 30, 2025.
Non-current financial assets and liabilities are settled or measured at market rates and their fair value is therefore deemed to be substantially in line with current book values.
The following table provides a breakdown of financial assets and liabilities by category as of April 30, 2026 and April 30, 2025:
At April 30, 2026 (Euro thousands)Assets and liabilities at amortised cost Asset at
FVOCIAssets and
liabilities at FVPLDerivative financial
instruments Total
Assets - - -
Current trade receivables 6,692 - - - 6,692 Other current and non-current assets 23,596 - - - 23,596 Cash and cash equivalents 8,457 - - - 8,457 Total assets 38,744 - - - 38,744 Liabilities - -
Current and non-current loans 11,893 - - 11,893 Financial liabilities for rights of use 531 - - - 531 Trade payables 3,076 - - - 3,076 Other current liabilities 19,204 - - - 19,204 Total liabilities 34,704 - - - 34,704 The other current/non current assets mainly refer to receivables for DTA/current taxes, current taxes, equity investments in other companies and receivables for Ires and VAT regarding companies in Group Tax Consolidation and group’s VAT.
278 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportAt April 30, 2026 (Euro thousands)Assets and liabilities at amortised cost Assets at
FVOCIAssets and
liabilities at FVPL Derivative financial
instruments Total
Assets
Current trade receivables 3,609 - - - 3,609 Other current and non-current assets 20,592 - - - 20,592 Cash and cash equivalents 185 - - - 185 Total assets 24,386 - - - 24,386 Liabilities - -
Current and non-current loans - - - -
Financial liabilities for rights of use 604 - - - 604 Trade payables 2,081 - - - 2,081 Other current liabilities 11,176 - - - 11,176 Total liabilities 13,861 - - - 13,861
FAIR VALUE ESTIMATE
IFRS 13 defines fair value as the price that would be received for the sale of an asset or paid for the transfer of a liability at the measurement date in a free transaction between market operators.
The fair value of financial instruments listed on an active market is based on the market prices on the closing date. The fair value of instruments that are not listed on an active market is determined using valuation techniques based on a series of methods and assumptions linked to market conditions at the balance sheet date.
The following table shows the classification of the fair values of financial instruments on the basis of the following hierarchical
levels:
• Level 1: Fair value determined with reference to listed (unadjusted) prices on active markets for identical finan-
cial instruments;
• Level 2: Fair value determined using valuation techniques with reference to variables observable on active markets;
• Level 3: Fair value determined using valuation techniques with reference to variables that cannot be observed on active markets.4. Estimates and Assumptions The preparation of the financial statements requires the application by the directors of accounting standards and methods that, in some circumstances, are based on difficult and subjective assessments and estimates based on historical experience and assumptions that are considered reasonable and realistic in relation to the relative circumstances.
The application of these estimates and assumptions influences the amounts reported in the financial statements, the statement of financial position, the income statement, the statement of comprehensive income, the statement of cash flows and the notes provided.
The final results of the financial statement items for which the above estimates and assumptions have been used may differ from those reported in financial statements that record the effects of the occurrence of the estimated event, due to the uncertainty that characterises the assumptions and the conditions on which the estimates are based.
Here is a brief description of the areas that require greater subjectivity on the part of directors in making estimates and for which a change in the conditions underlying the assumptions used could have a significant impact on the financial data.
a. Reduction of value of assets In compliance with the accounting standards applied by the Company, property, plant and equipment, intangible assets and investment property are tested for impairment, which
279 www.sesa.it Separate financial statements as of April 30, 2026should be recognised through a write-down, when there are indications that it may be difficult to recover their net book value through use. Verification of the existence of the above indicators requires directors to make subjective assessments based on information available from the Company and on the market, as well as on historical experience.
Moreover, if it is determined that a potential reduction in value may have been generated, the Company proceeds to determine said value using appropriate evaluation techniques.
The correct identification of the elements that indicate the existence of a potential reduction in the value of property, plant and equipment, intangible assets and investment property, as well as the estimates for their determination, depend on factors that may vary over time, influencing the evaluations and estimates made by the directors.
b. Amortisation and Depreciation The cost of property, plant and equipment and intangible assets is depreciated/amortised on a straight-line basis over the estimated useful life of the relative assets. The useful economic life of these assets is determined by the directors at the moment of purchase; it is based on historical experience for similar assets, market conditions and advances regarding future events that could have an impact on the useful life of the assets, including changes in technology. Consequently, the actual economic life may differ from the estimated useful life.
c. Provision for bad debts The provision for bad debts reflects the estimated losses on the Company’s portfolio of receivables. Provisions have been made for losses expected on receivables, estimated on the basis of past experience with reference to receivables with similar credit risk, current and historical outstanding amounts, as well as the careful monitoring of the quality of the receivables portfolio and the current and expected conditions of the economy and the reference markets. Estimates and assumptions are reviewed on a regular basis and the effects of each change are reflected in the income statement in the year to which they refer.
The determination of these provisions involves complex accounting estimates based on a number of factors, including customer type, the ageing of the receivable, insurance cover and any other information available. Estimates and assumptions are reviewed on a regular basis and the effects of any change are recognised in the income statement in the period in which they arise.
d. Employee benefits The current value of the pension funds recorded in the sepa-
rate financial statements depends on an independent actuarial calculation and on the various assumptions taken into consi-
deration. Any changes in assumptions and in the discount rate used are promptly reflected in the calculation of the current value and could have a significant impact on the data in the financial statements. The assumptions used for the actuarial calculation are reviewed annually.
The current value is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in the currency in which the liability will be liqui -
dated and which takes into account the duration of the relative pension plan. For further information, see notes 27 Employee benefits and 9 Personnel costs.
5. Revenues
All Company revenues are generated in Italy. The revenues item is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Provision of services and other revenues 18,605 17,166 Total 18,605 17,166 Revenues refer mainly to administration, finance and auditing services, personnel management, and management of information systems supplied to Sesa Group companies. The growth is attributable to the expansion of the perimeter.
280 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report6. Other income The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Leases and rents 36 36 Other income 8,274 6,025 Total 8,310 6,061 The lease item refers to rents receivable for the premises located in Rome.
Other income refers mainly to the recovery of costs incurred on behalf of other Group companies and, residually, to the reversible remuneration of the Chairman of the Board of Directors and of the two Executive Deputy Chairmen for the activities carried out with regard to subsidiaries.
7. Consumables and goods for resale The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Consumables and other purchases 143 99 Total 143 99 8. Costs for Services and rent, leasing and similar costs The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Technical assistance for hardware and software maintenance 583 502 Consulting activities 10,762 9,981 Rentals and hires 436 448 Marketing 152 127 Insurance policies 142 181 Utilities 159 151 Support and training expenses 143 136 Maintenance 45 10 Other service expenses 5,359 4,149 Total 17,781 15,685
281 www.sesa.it Separate financial statements as of April 30, 2026The increase in costs for services and lease of third-party assets of Euro 2,096 thousand is mainly related to the costs incurred for the development of new projects serving the group (in particular projects relating to cybersecurity)..
9. Personnel Costs The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Wages and salaries 8,145 7,586 Social security payments 2,468 2,308 Contributions to defined contribution pension funds 198 443 Reimbursements and other personnel cost 549 554 Total 11,360 10,891 The following table shows the average and precise number of Company employees:
Number of employees at April 30 (in units) 2026 2025 Executives 6 7 Middle Management 24 18 Office Staff 157 158 Interns 3 2 Total 190 185 The number of employees as at 30 April 2026 is 190 (of which 6 Executives, 24 Middle Managers, 157 Office Workers and 3 Trai-
nees), compared to 185 in the previous year.
10. Other Operating Costs The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Provisions for bad debts 228 Duties and taxes 129 68 Provisions for risks and charges 429 Other Operating Costs 239 293 Total 1,025 361 The provision for bad debts takes into account the risk of non-recovery of the receivable due from the subsidiary Sesa GmbH, whilst the provision for risks and charges reflects the risk associated with the non-repayment of loans granted to the subsidiary Value -
282 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report4Cloud. The item “Other operating costs”mainly comprises costs relating to membership fees, charges incurred for the completion of chamber of commerce formalities for companies falling within the scope of the administrative, financial and control services provided, as well as other miscellaneous operating expenses.
11. Amortisation
The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Intangible assets 288 127 Right of use 245 257 Property, plant and equipment 292 318 Total 825 702 12. Financial Income and Expenses The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Commissions and other financial expense (753) (7) Other passive interests (73) (31) Financial expense related to severance indemnities (76) (75) Exchange losses - (1) Total financial expense (902) (114) Other Income interest 19 40 Other financial income 5,400 -
Bank interest income - 80 Financial income from unconsolidated group companies 35 -
Dividends from shareholdings 27,500 27,500 Total financial income 32,954 27,620 Net financial income 32,052 27,506 This item mainly includes the dividends collected as at 30 April 2026, amounting to Euro 27.5 million, in line with the dividends col-
lected as at 30 April 2025, and the capital gain of Euro 5.4 million from the disposal of the investment in DV Holding.
283 www.sesa.it Separate financial statements as of April 30, 202613. Income taxes The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025 Current taxes 95 (529) Deferred taxes relating to previous years (472) 41 Total (377) (488) Sesa SpA, in its capacity as consolidated company, has exercised the option for the national tax consolidation regime (pursuant to art. 117 et seq. of the Consolidated Income Tax Act), which allows the determination of IRES on a single taxable base corresponding to the algebraic sum of the positive and negative taxable amounts of the individual participating companies, together with Sesa SpA, the latter as consolidating company. Also participating in the tax consolidation are four other companies controlled by Sesa SpA, specifically Ict Logistica Srl, Var Group SpA, Base Digitale Group SpA and BDM SRL. The latter two companies became part of the tax consolidation starting from the last year, through the joint option exercised by the consolidating company Sesa SpA when filing the Unico 2023 tax return. The option is automatically renewed from year to year in the absence of communication to the contrary by the company. In the preparation of the financial statements, the effects of the transfer of the tax positions deriving from the tax consolidation, as regulated by the consolidation agreement in force, have therefore been taken into account and, in particular, the consequent credit/debit relationships with the consolidating company have been recorded.
In the preparation of the financial statements, the effects of the transfer of the tax positions deriving from the tax consolidation, as regulated by the relative consolidation agreements in force, have therefore been taken into account and, in particular, the consequent credit/debit relationships with the consolidated companies have been recorded. The option to join the Group’s VAT regime was also renewed with a special form sent to the Italian Revenue Department. Consequently, since that date, Sesa SpA has acted as liquidator of VAT credit/debit positions also for its subsidiaries within the scope of consolidation.
The following table shows the reconciliation of the theoretical tax burden with the actual tax burden for the years ended April 30, 2026 and April 30, 2025:
Year ended April 30 (Euro thousands) 2026 2025 Result before taxes 27,834 - 22,994 -
Theoretical taxes 6,680 24.00% 5,519 24.00% Taxes relating to previous years - - 102 -
Subsidised taxation on dividends 330 - 330 -
Other differences (7,063) - (6,502) -
IRAP, including changes in deferred tax assets and liabilities (324) - 63 -
Actual tax imposition (377) - (488) -
The differences between theoretical taxes and the actual subsidised taxation on dividends received by the Company are included in “Other differences”.
284 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report14. Intangible Assets The item in question is detailed as follows:
Intangible Assets
(Euro thousands) Client ListSoftware and other intangible assetsTrade marks
and patentsTotal
Balance at April 30, 2024 - 311 - 311
Of which:
- historical cost 25 749 9 783
- accumulated amortisation (25) (438) (9) (472) Investments - 682 - 682 Disinvestments - - - -
Amortization - (127) - (127) Balance at April 30, 2025 - 866 - 866
Of which:
- historical cost 25 1,431 9 1,465
- accumulated amortisation (25) (565) (9) (599) Investments - 823 - 823 Disinvestments - - - -
Amortization - (287) - (287) Balance at April 30, 2026 - 1,402 - 1,402
Of which:
- historical cost 25 2,254 9 2,288
- accumulated amortisation (25) (852) (9) (886) The balance of intangible assets as at 30 April 2026 consists mainly of software and software licenses used by the company. The company made investments of Euro 817 thousand relating to the operational digital platforms for the provision of services and consultancy in the human resources area and in the administration, finance and control area, as well as for the IT infrastructure.
15. Right of use The item in question is detailed as follows:
Right of use (Euro thousands) Total Balance at April 30, 2024 528
Of which:
- historical cost 851
- accumulated amortisation (323)
Investments 325
Disinvestments -
285 www.sesa.it Separate financial statements as of April 30, 2026Right of use (Euro thousands) Total
Amortization (257)
Balance at April 30, 2025 596
Of which:
- historical cost 999
- accumulated amortization (403)
Investments 171
Disinvestments -
Amortization (244)
Balance at April 30, 2026 523
Of which:
- historical cost 1,070
- accumulated amortization (547) The right of use includes mainly the costs for the subscription of car rentals for the employees.
16. Property, plant and equipment The item in question is detailed as follows:
Property, plant and equipment (Euro thousands) Office equipment Leasehold improvementsOther property, plant and equipmentsTotal Balance at April 30, 2024 904 - 3 907
Of which:
- historical cost 2,256 108 151 2,515
- accumulated amortization (1,352) (108) (148) (1,608) Investments 185 - - 185 Disinvestments - - - -
Amortization (315) - (3) (318) Balance at April 30, 2025 774 - - 774
Of which:
- historical cost 2,441 108 151 2,700
- accumulated amortization (1,667) (108) (151) (1,926) Investments 45 30 380 455 Disinvestments - - - -
Amortization (264) (1) (27) (292)
286 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportProperty, plant and equipment (Euro thousands) Office equipment Leasehold improvementsOther property, plant and equipmentsTotal Balance at April 30, 2026 555 29 353 937
Of which:
- historical cost 2,486 138 531 3,155
- accumulated amortization (1,931) (109) (178) (2,218) Investments in the year ended 30 April 2026 mainly include, within property, plant and equipment, the acquisition of IT infrastructure for the corporate services activity carried out by the Company on behalf of the Group companies.
17. Investment Property The item in question is detailed as follows:
Investment Property
(Euro thousands) Land Building Total Balance at April 30, 2024 - 6 6
Of which:
- historical cost - 10 10
- accumulated amortization - (4) (4) Amortization - (1) (1) Balance at April 30, 2025 - 5 5
Of which:
- historical cost - 10 10
- accumulated amortization - (5) (5) Balance at April 30, 2026 - 5 5
Of which:
- historical cost - 10 10
- accumulated amortization - (5) (5) 18. Equity Investments The item in question is detailed as follows:
Year ended April 30 (Euro thousands) 2026 2025
Subsidiary companies
Computer Gross SpA 53,163 53,163 Var Group SpA 13,999 13,999
287 www.sesa.it Separate financial statements as of April 30, 2026Base Digitale Group SpA 28,284 23,091 Adiacent SpA - 3,118 Sesa GMBH - 100 Simplecyb Srl - 10 Isd Italy Srl - 892 Digital Ecosystem Srl 4,010 -
Total subsidiaries 99,456 94,373
Associated companies
C.G.N. Srl 424 994
Total equity investments 99,880 95,367 The book value, equity and ownership interest of the main subsidiaries are set out below:
Share of earnings of major subsidiaries (Euro thousands) Book Value Shareholder’s equity Shareholder’s equity part % ownership Computer Gross SpA 53,163 314,964 314,964 100.00% Var Group SpA 13,999 56,207 56,207 100.00% Base Digitale Group SpA 28,284 17,481 17,481 100.00% Digital Ecosystem Srl 4,010 4,009 4,009 100.00% The book value of the investment in Base Digitale Group SpA is supported by the company’s ability to generate income and cash flows in future years. A complete list of subsidiaries, together with the relevant ownership interests, is set out below.
Subsidiary companies % ownership Computer Gross SpA 100.00% Var Group SpA 100.00% Base Digitale Group SpA 100.00% Digital Ecosystem Srl 100.00% Sesa GMBH 100.00% Value4cloud Srl 100.00% At the end of the year, the Company assessed the possible presence of indicators of impairment losses, identifiable through internal and external sources of information. The analysis carried out did not identify any indicators of impairment of the equity investments recognized in the financial statements. In particular, for the lead companies of the Group’s business segments, Computer Gross S.p.A., Base Digitale Group S.p.A. and Var Group S.p.A., the value of the segment’s equity as reported in the asset disclosure by operating segment in the Consolidated Financial Statements was compared with the carrying amount of the investment. This comparison showed that the values of the segment equity are higher than the carrying amounts of the investments. Furthermore, the segment EBITDA and the economic projections for the coming years are positive. Therefore, no trigger event occurred and no impairment procedure was carried out.
The changes in the Equity investments item are shown below:
288 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportChanges in equity investments (Euro thousands) Equity Investments Balance at April 30, 2024 93,280
Changes:
- Purchases or subscriptions 2,087
- Sales -
Balance at April 30, 2025 95,367
Changes:
- Purchases or subscriptions 9,202
- Sales (4,689) Balance at April 30, 2026 99,880 The “Purchases or subscriptions” item includes the exchange of the shares held by Marco Bassilichi and Leonardo Bassilichi in the equity investment Base Digitale Group SpA for part of the treasury shares of Sesa SpA, amounting to Euro 5,143 thousand, and the establishment of the company Digital Ecosystem Srl through the contribution of the equity investments held in Adiacent SpA società benefit and Isd Italy Srl, amounting to Euro 4,010 thousand.
The “Sales and write-downs” item includes the effect of the contribution of the equity investments held in Adiacent SpA società benefit and Isd Italy Srl in the transaction described above; the disposal of 100% of the equity investment Simplecyb Srl; the wri-
te-down of the equity investment held in Sesa GmbH; and the write-down of the CGN equity investment as a result of the dividends distributed by the company.
19. Deferred Tax Assets and Liabilities The expected maturity of receivables for deferred tax assets and liabilities can be broken down as follows:
At April 30 (Euro thousands) 2026 2025 Deferred tax assets within 12 months 3,135 2,555 Total deferred tax assets 3,135 2,555 Deferred tax liabilities within 12 months - -
Deferred tax liabilities after 12 months 95 19 Total deferred tax liabilities 95 19 Net changes in these items are detailed as follows:
At April 30 (Euro thousands) 2026 2025 Opening balance 2,536 2,467 Impact on income statement 476 63 Impact on the statement of comprehensive income 31 6 Reclassification - -
289 www.sesa.it Separate financial statements as of April 30, 2026At April 30 (Euro thousands) 2026 2025 Closing balance: 3,043 2,536
Of which:
- receivables for deferred tax assets 3,135 2,555
- deferred tax liabilities 95 19 Changes in deferred tax assets can be broken down as follows:
Deferred tax assets (Euro thousands)Differences in value of tangible and intangible asset Provisions for risks and charges and other provisions (stock grant) Employee
benefits Other
entriesTotal
Balance at April 30, 2024 10 2,463 3 2,476 Impact on income statement 1 78 - 79 Impact on the statement of comprehensive income - - - -
Other changes
Balance at April 30, 2025 11 2,541 3 2,555 Impact on income statement - 580 - 580 Impact on the statement of comprehensive income - - - -
Other changes 3 (3) Balance at April 30, 2026 11 3,124 - 3,135 Changes in deferred tax assets can be broken down as follows:
Deferred tax assets (Euro thousands) Differences in value of tangible and intangible asset Employee benefits Other entries Total Balance at April 30, 2024 3 6 - 9 Reclassification - 16 - 16 Impact on income statement - (6) - (6) Balance at April 30, 2025 3 16 - 19 Impact on income statement - 107 - 107 Impact on the statement of comprehensive income- (31) - (31) Other changes (3) 3 - -
Balance at April 30, 2026 - 95 - 95
290 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Report20. Other current and non-current receivables The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Non-current receivables from others - -
Non-current investments in other companies 1,324 7,004 Total other non-current receivables and assets 1,324 7,004 Current receivables from subsidiaries 16,584 8,695 Current receivables from others 126 72 Accrued income and prepaid expenses 2,284 1,086 Total other current receivables and assets 18,994 9,853 Other non-current receivables and assets decreased from Euro 7,004 thousand as at 30 April 2025 to Euro 1,324 thousand as at 30 April 2026 and relate to the disposal of the equity investment in DV Holding S.p.A. Other current receivables and assets incre-
ased from Euro 9,853 thousand as at 30 April 2025 to Euro 18,994 thousand as at 30 April 2026 and relate mainly to the increase in receivables from parent companies.
21. Current Trade Receivables The item in question is detailed as follows:
At April 30 (Euro thousands) 2026 2025 Trade receivables 6,348 3,462 Provision for bad debts (44) (46) Trade receivables net of the provision for bad debts 6,304 3,416 Receivables from subsidiaries 328 157 Receivable from associates - -
Receivables from parent companies 60 36 Total current trade receivables 6,692 3,609 The table below shows changes in the provision for bad debts:
Changes provision for bad debts (Euro thousands) Provision for bad debts Balance at April 30, 2024 46
Use -
Balance at April 30, 2025 46
291 www.sesa.it Separate financial statements as of April 30, 2026Changes provision for bad debts (Euro thousands) Provision for bad debts
Use (2)
Balance at April 30, 2026 44 22. Current tax liabilities and receivables At April 30 (Euro thousands) 2026 2025 Current tax receivables 143 1,179 Total current tax receivables 143 1,179 Current tax liabilities 1,339 7 Total current tax liabilities 1,339 7 Current tax liabilities increased from Euro 7 thousand as at 30 April 2025 to Euro 1,339 thousand as at 30 April 2026 and relate mainly to liabilities for consolidated IRES.
23. Cash and equivalents At April 30 (Euro thousands) 2026 2025 Bank and postal deposits 8,457 185 Cash - -
Total 8,457 185 For the details of the cash changes see the cash flow statement.
24. Shareholders’ Equity
SHARE CAPITAL
As of April 30, 2026, the Company’s share capital, fully subscribed and paid up, amounts to Euro 37,127 thousand and consists of 15,185,590 ordinary shares, all without par value. The Company has no outstanding warrants or shares other than ordinary shares.
As of April 30, 2026, Sesa SpA holds 44,946 treasury shares, equal to 0.3% of the share capital (44,496 at the date of this Report), purchased at an average price of Euro 84.40 under the treasury share buyback program implemented by the resolution of the Com-
pany’s Ordinary Shareholders’ Meeting of August 27, 2025. In accordance with international accounting principles, these instrumen -
ts are deducted from the company’s net equity. The 2024-2026 Stock Grant Plan provides, upon achievement of the objectives set by April 30, 2026, for the allocation of 59,250 ordinary “Annual” shares to the beneficiaries, 63,500 “Three-Year” shares, and 6,500 “Extra Bonus” shares, most of which are already available in the company’s treasury share portfolio; the remaining amount may be
292 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability Reportpurchased following the continuation of the buyback plan in the new financial year ending April 30, 2027. Furthermore, 5,000 shares are available for allocation as Extra Bonus relating to the 2021-2023 three-year plan. The remainder to be allocated pursuant to the 2024-2026 Stock Grant Plan in the financial year ending April 30, 2027 are 9,750 “Three-Year” shares and 6,500 “Extra Bonus” shares; in the financial year ending April 30, 2028, 9,750 “Three-Year” shares and 6,500 “Extra Bonus” shares.
The table below provides details of changes in shares in circulation and treasury shares during the year:
Shareholders’ Equity
Number of shares Situation at April 30, 2025 Shares issued 15,494,590 Treasury shares in portfolio 151,478 Shares in circulation 15,343,112 Situation at April 30, 2026 Shares issued 15,185,590 Treasury shares in portfolio 44,946 Shares in circulation 15,140,644 It should be noted that during the year 309,000 treasury shares were cancelled. The total number of shares as at April 30, 2026 amounts to 15,185,590.
The shareholders who, as of April 30, 2026, hold a significant interest in the share capital with voting rights of the Issuer are as
follows:
Declarant Direct shareholder Number of shares with voting rights held % of total share capital with voting rights
HSE SpA ITH SpA 8,638,121 72.086%
FMR LLC Fidelity Management & Research Company LLC 529,516 2.251% FMR LLC Fidelity Management Trust Company 46,771 0.199%
FMR LLC FIAM LLC 144,779 0.615%
There are no other shareholders, apart from those highlighted above, with a significant interest (exceeding 3%) who have notified Consob and Sesa SpA pursuant to art. 117 of Consob Regulation no. 11971/99 regarding the notification obligations for significant interests. ITH SpA holds 8,638,121 shares, equal to 56.88% of the share capital, of which 8,183,323 shares are recorded in the increased voting list and have already accrued the related right, bringing the overall percentage of votes exercisable at the sha-
reholders’ meeting to 72.09%.
OTHER RESERVES
The “Other reserves” and “Minority actuarial profit reserve” items can be broken down as follows:
293 www.sesa.it Separate financial statements as of April 30, 2026Other reserves
(Euro thousands)Legal
reserveTreasury
SharesActuarial profit
(loss) reserveMiscellaneous
reservesTotal other
reserves
At April 30, 2024 5,928 (5,146) 32 12,660 13,474 Actuarial gain/(loss) for employee benefits - gross - - (27) - (27) Actuarial gain/(loss) for employee benefits - tax effect - - 6 - 6 Purchase of treasury shares (11,785) - - (11,785) Sale/cancellation of treasury shares - - - - -
Distribution of dividends - - - - -
Assignment of shares in execution of the Stock Grant Plan - 4,407 - (6,966) (2,559) Stock Grant plan - shares vesting in the period - - - 7,169 7,169 Other changes - - - - -
Allocation of profit for the year 1,072 - - 4,869 5,941 At April 30, 2025 7,000 (12,524) 11 17,732 12,219 Actuarial gain/(loss) for employee benefits - gross - - (131) - (131) Actuarial gain/(loss) for employee benefits - tax effect - - 31 - 31 Purchase of treasury shares (24,980) - - (24,980) Sale/cancellation of treasury shares - 31,131 - - 31,131 Distribution of dividends - - - - -
Assignment of shares in execution of the Stock Grant Plan - 2,579 - (4,995) (2,416) Stock Grant plan - shares vesting in the period - - - 7,773 7,773 Other changes - - - - -
Allocation of profit for the year 1,072 - - 6,915 7,987 At April 30, 2026 8,072 (3,794) (89) 27,425 31,614 25. Earnings per Share For the calculation of earnings per share and diluted earnings per share, see the notes to the Group’s consolidated financial sta-
tements.
26. Current and Non-current Loans The table below provides a breakdown of this item at April 30, 2026 and April 30, 2025:
294 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportAt April 30, 2026 (Euro thousands) Within 12 months Between 1 and 5 years Over 5 years Total Short-term loans 2,286 9,607 - 11,893 Current debts and commitments for the purchase of shares from minority shareholders18 - - 18 Financial liabilities for right use 472 59 - 531 Total 2,776 9,666 - 12,442 At April 30, 2025 (Euro thousands) Within 12 months Between 1 and 5 years Over 5 years Total Short-term loans - - - 0 Current debts and commitments for the purchase of shares from minority shareholders27 - - 27 Finalcial liabilities for right use 246 358 - 604 Total 273 358 0 631 A summary of the net financial position is provided below:
At April 30 (Euro thousands) 2026 2025 A. Cash equivalents 8,457 185 B. Cash equivalents to cash - -
C. Other current financial assets 228 900 D. Liquidity (A) + (B) + (C) 8,685 1,085 E. Current financial debt (including debt instruments but excluding the current portion of non-current financial debt) 18 27 F. Current portion of non-current financial debt 2,758 246 G. Current financial debt (E) + (F) 2,776 273 H. Net current financial debt (G) - (D) (5,909) (812) I. Non-current financial debt (excluding current portion and debt instruments) 9,666 358 J. Debt Instruments - -
K.Trade and other current payables - -
L. Non-current financial debt (I) + (J) + (K) 9,666 358 M. Net financial debt (H) + (L) 3,757 (454) 27. Employee Benefits This item includes the provision for severance indemnities (TFR) for employees. Changes in this item are detailed as follows:
295 www.sesa.it Separate financial statements as of April 30, 2026Year ended April 30 (Euro thousands) 2026 2025 Opening balance 2,245 2,088 Service cost (150) 242 Bond interest 76 75 Uses and advances (146) (139) Actuarial loss/(gain) 130 (21) Change in workforce due to transferral of resources - -
Closing balance 2,155 2,245 The actuarial assumptions used to calculate defined benefit pension plans are detailed in the following table:
At April 30
2026 2025
Assumption - -
Rate of inflation 2.00% 2.00% Discount rate 4.13% 3.61% TFR increase rate 3.00% 3.00% Regarding the discount rate, the iBoxx Eurozone Corporates AA 10+ index at the calculation date was taken as a reference.
For the choice of the annual inflation rate, reference was made to the 2026 DFP (Public Finance Document) published on April 22, 2026, which reports the value of the private consumption deflator for the years 2026, 2027, 2028 and 2029, equal to 2.8%, 2.0%, 1.5% and 1.9% respectively. On the basis of the above and the current inflationary trend, it was considered appropriate to use a constant rate of 2.0%, in line with the ECB’s objectives of medium-to-long-term inflation of 2%.
It should also be noted that the carrying amounts as at April 30, 2026 reflect the effects deriving from the obligation, introduced by the 2026 Budget Law, to allocate accruing severance indemnity (TFR) amounts to supplementary pension schemes or, alternati -
vely, at the employee’s explicit request, to the Treasury Fund. This obligation applies to employers who have reached or reach, in the years following the year of commencement of activity, the average size threshold of 60 employees on their staff in the 2026-
2027 period.
SENSITIVITY ANALYSIS
As required by IAS 19, a sensitivity analysis was carried out on changes in the main actuarial assumptions included in the calcu -
lation model. In detail, the most significant assumptions, namely the average annual discount rate, the average annual inflation rate and the turnover rate, were increased and decreased by half a percentage point.
296 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportSensitivity Analysis Scenarios Past service liability Annual discounting rate 0.50% 2,230
(0.50%) 2,199
Annual rate of inflation 0.50% 2,114
(0.50%) 2,161
Turnover rate 0.50% 2,148
(0.50%) 2,233
28. Provisions
Changes in these items are detailed as follows:
Provisions for Risks (Euro thousands) Other risk provisions Total At April 30, 2025 - -
Accrual to provisions 429 429 Uses - -
At April 30, 2026 429 429 During the year, a provision for risks of Euro 429 thousand was set aside against potential liabilities related to the guarantees issued in connection with the disposal of financial assets.
29. Trade payables The item in question can be broken down as follows:
At April 30 (Euro thousands) 2026 2025 Advance payments - -
Trade payables 2,486 2,081 Total trade payables 2,486 2,081 Trade payables increased from Euro 2,081 thousand as at April 30, 2025 to Euro 2,486 thousand as at April 30, 2026, with an in-
crease related to the growth in business volume and the related costs incurred for supplies.
297 www.sesa.it Separate financial statements as of April 30, 202630. Other Current Liabilities The item in question can be broken down as follows:
At April 30 (Euro thousands) 2026 2025 Accrued liabilities and deferred income - 113 Tax payables 9,043 5,371 Debts to Employees 1,790 1,768 Other payables 7,248 3,576 Payables to social security institutions 356 314 Total other current liabilities 18,437 11,142 The increase in current liabilities is mainly attributable to the rise in VAT payables to the tax authorities, which increased from Euro 5,041 thousand as at April 30, 2025 to Euro 8,695 thousand as at April 30, 2026.
31. Further Information
POTENTIAL LIABILITIES
There are no disputes in progress.
COMMITMENTS
There are no commitments as at April 30, 2026.
DIRECTOR’S FEES
The following is a breakdown of the remuneration of the directors and statutory auditors of Sesa SpA, gross of social security and tax charges payable by them, as established by the Shareholders’ Meeting for the year ended April 30, 2026. For a complete description and analysis of the remuneration due to the Directors, the Statutory Auditors and the executives with strategic re -
sponsibilities, please refer to the Remuneration Report available at the company’s registered office, as well as on the company’s website in the “Corporate Governance” section.
Year ended April 30 (Euro thousands) 2026 Payment to directors 900 The directors’ remuneration reported in the table includes fixed and variable remuneration as well as that payable for participation in internal committees. Excluded, however, are the residual shares of the 2021-2023 three-year plan allocated as a result of the Stock Grant Plan approved by the shareholders’ meeting on August 28, 2020, which provided for deferred delivery times, and the shares of the 2024-2026 annual plan allocated as a result of the Stock Grant Plan approved by the shareholders’ meeting on August 28, 2023.
On August 28, 2023, the 2024-2026 Stock Grant Plan was approved, with a maximum value of 280,250 ordinary shares (including extra bonus shares with delivery in the 2027-2028 two-year period), for the benefit of the executive directors of Sesa and its main subsidiaries, linked to targets for the sustainable growth of EBITDA and EVA, as well as to the maintenance of balanced equity and financial conditions.
298 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportThe Plan provides in detail for the following allocation method:
• 177,750 Ordinary Shares will be delivered free of charge to the Beneficiaries as follows: (i) 59,250 Ordinary Shares upon ap-
proval by the Shareholders’ Meeting of the financial statements as at April 30, 2024 (the “First Tranche”); (ii) 59,250 Ordinary Shares upon approval by the Shareholders’ Meeting of the financial statements as at April 30, 2025 (the “Second Tranche”);
(iii) 59,250 Ordinary Shares upon approval by the Shareholders’ Meeting of the financial statements as at April 30, 2026 (the “Third Tranche”).
• 83,000 Ordinary Shares (the “Three-Year Shares”) will be delivered (free of charge) following approval by the Shareholders’ Meeting of the financial statements as at April 30, 2026, April 30, 2027 and April 30, 2028, provided that the 2024-2026 thre-
e-year value generation (EVA) targets are achieved.
• 19,500 Ordinary Shares (the “Extra Bonus Shares”) will be delivered (free of charge) to certain Beneficiaries in three equal instalments, upon approval by the Shareholders’ Meeting of the financial statements as at April 30, 2026, April 30, 2027 and April 30, 2028 respectively, upon achievement of the established targets.
As at April 30, 2026, the notional cost relating to the achievement of the annual plan (59,250 shares, equal to 100% of the annual vesting) was recognized for an amount of Euro 5,839 thousand, and the cost relating to a portion of the three-year plan for an amount of Euro 1,933 thousand.
PAYMENTS TO THE INDEPENDENT AUDITOR
The following table, prepared in accordance with article 149-duodecies of the Consob Issuers’ Regulation, shows the fees for the year ended 30 April 2026 for audit and non-audit services provided by the Independent Auditor and by entities belonging to its network, including expenses.
Independent auditor’s fees Type of service Service provider ConsigneeRemuneration for the year ended April 30, 2026 Euro thousands) Auditing KPMG Sesa SpA 100 Non-audit services KPMG Sesa SpA 160 Other services KPMG Sesa SpA 27 Payments include, in addition to fees, out-of-pocket expenses and the supervisory contribution. In addition to the audit activity as of April 30, 2026, further services were provided, primarily related to the limited assurance review of Sesa Group’s Consolidated Sustainability Report (non-audit services), and other verification procedures.
32. Transactions with related Parties Relations between the Company and its associated and controlling companies are commercial and financial in nature.
The Company believes that all transactions with related parties are substantially regulated on the basis of normal market conditions.
The following table details the balances with related parties as at April 30, 2026 and April 30, 2025.
Transactions with related parties (Euro thousands) SubsidiariesAssociated
companiesParent
companiesTop
ManagementOther related
partiesTotalImpact on
the item
Current trade receivables At April 30, 2026 2,579 9 60 - - 2,648 39.6% At April 30, 2025 1,069 11 36 - - 1,116 32.0%
299 www.sesa.it Separate financial statements as of April 30, 2026Transactions with related parties (Euro thousands) SubsidiariesAssociated
companiesParent
companiesTop
ManagementOther related
partiesTotalImpact on
the item
Other current receivables
and assets
At April 30, 2026 16,584 - - - - 16,584 87.3% At April 30, 2025 8,695 - - - - 8,695 88.2%
Employee benefits
At April 30, 2026 - - - - - - 0.0% At April 30, 2025 - - - 1 - 1 0.0%
Trade Payables
At April 30, 2026 2,119 - - - - 2,119 85,2% At April 30, 2025 968 - - - - 968 46.5% Other current liabilities At April 30, 2026 6,222 - - 54 - 6,276 34.0% At April 30, 2025 3,350 - - 116 - 3,466 31.5% The following table details the P&L effects of transactions with related parties in the years ended April 30, 2026 and April 30, 2025.
P&L effects
(Euro thousands) SubsidiariesAssociated
companiesParent
companiesTop
ManagementOther related
partiesTotalImpact
on the item
Revenues
At April 30, 2026 17,242 23 311 - - 17,576 94.47% At April 30, 2025 16,325 27 298 - - 16,650 97.0%
Other income
At April 30, 2026 7,823 9 62 1 - 7,895 95.00% At April 30, 2025 5,825 8 36 6 - 5,875 96.9% Consumables and goods
for resale
At April 30, 2026 9 - - - - 9 6.31% At April 30, 2025 11 - - - - 11 11.1% Costs for services and rent, leasing, and similar costs At April 30, 2026 3,043 - - 8,690 54 11,787 66.29% At April 30, 2025 2,561 5 8,094 65 10,725 68.4%
Personnel costs
At April 30, 2026 3 - - 556 - 559 4.92% At April 30, 2025 3 - - 608 - 611 5.6% Other operating Costs At April 30, 2026 - - - - - - 0.00% At April 30, 2025 - - - - - 0.00%
300 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated Sustainability ReportP&L effects (Euro thousands) SubsidiariesAssociated
companiesParent
companiesTop
ManagementOther related
partiesTotalImpact
on the item
Financial Income
At April 30, 2026 - - - - - - 0.00% At April 30, 2025 - - 0.00%
Financial expense
At April 30, 2026 71 - - - - 71 7.88% At April 30, 2025 - - - - - - 0.00% The information shown in the table does not include dividends received from subsidiaries and investee companies.
SUBSIDIARIES, ASSOCIATES AND PARENT COMPANIES
Relations with subsidiaries, associates and parent companies refer mainly to the provision of administration, financial and auditing services, organisation, personnel management and information systems in favour of Group companies. Other receivables from and payables to subsidiaries include receivables and payables relating to the Group’s tax consolidation and VAT regime.
TOP MANAGEMENT
Relations with top management refer mainly to the remuneration of directors and executives with strategic responsibilities, including the notional cost for the annual stock grant plan. Specifically, payroll costs include remuneration for members of the Board of Directors of companies not included in service cost.
33. Events Occurring After the End of the Year No significant events occurred after the end of the year.
34. Authorisation for publication The publication of the financial statements of Sesa Spa for the year ended April 30, 2026 was authorised by a resolution of the Board of Directors on July 16, 2026.
35. Allocation of the profit/loss for the year It is proposed to the shareholders’ meeting to distribute a dividend of Euro 1.33 per share, payable in September 2026 (ex-dividend date September 21, 2026), for a maximum total amount of Euro 20.2 million, taking into account that the amount distributed will be precisely determined on the basis of the number of shares entitled to the dividend.
301 www.sesa.it Separate financial statements as of April 30, 2026Certification of the Separate Financial Statements pursuant to article 154-bis of Legislative Decree 58/98 1. The undersigned Paolo Castellacci, in his capacity as Chairman of the Board, and Alessandro Fabbroni, in his capacity as Executive Responsible for the preparation of the corporate accounting documents of Sesa SpA, taking into account that envi-
saged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998, hereby certify:
• the adequacy in relation to the characteristics of the business, and • the effective application of the administrative and accounting procedures for the preparation of the financial statements as at April 30, 2026.
2. The application of the administrative and accounting procedures for the preparation of the financial statements as at April 30, 2026 did not reveal any significant aspects.
It is also certified that, the financial statements:
a. have been prepared in compliance with the applicable international accounting standards recognised by the European Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of July 19, 2002;
b. correspond to the results of the accounting books and records;
c. provide a truthful and fair representation of the issuer’s assets and liabilities, as well as its financial and economic position.
3. The Report on Operations includes a reliable analysis of the performance and results of operations as well as the situation of the issuer and of all the companies included within the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed.
Empoli, July 16, 2026
Paolo Castellacci
Chairman of the Board of Directors
Alessandro Fabbroni
In his capacity as Executive in charge of preparation of the corporate accounting documents
302 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
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as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
Independent Auditor’s Report on the Separate Financial Statements as of April 30, 2026
303 www.sesa.it Separate financial statements as of April 30, 2026
304 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
305 www.sesa.it Separate financial statements as of April 30, 2026
306 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
307 www.sesa.it Separate financial statements as of April 30, 2026
308 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
309 www.sesa.it Separate financial statements as of April 30, 2026
310 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
311 www.sesa.it Separate financial statements as of April 30, 2026
312 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
313 www.sesa.it Separate financial statements as of April 30, 2026
314 1. The Sesa Group 2. Strategy and risk management3. Performance as of April 30, 20265. Consolidated
financial statements
as of April 30, 20266. Separate financial statements as of April 30, 20264. Consolidated
Sustainability Report
315 www.sesa.it Separate financial statements as of April 30, 2026
Sesa SpA - HQ in Empoli (Florence), Via della Piovola 138 Share Capital Eu 37,126,927.50 VAT number, Fiscal and number of the Florence Company Register 07116910964 Ph. Number: 0039 0571 900900 Corporate website: www.sesa.it