Annual Report • Dec 29, 2025
Annual Report
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AS AT 30 SEPTEMBER 2025
| Corporate Governance and Oversight Bodies | 4 |
|---|---|
| Group Structure as of 30 September 2025 | 5 |
| Management Report of the AbitareIn Group | 6 |
| Letter to Shareholders | 9 |
| Highlights | 10 |
| Development Pipeline | 11 |
| This is us | 12 |
| Homizy, built to share | 14 |

AS AT 30 SEPTEMBER 2025
| 1.1 | Group operating performance of the year ending 30 september 2025 |
19 |
|---|---|---|
| 1.2 | Description of Key Risks and Uncertainties Facing the Group | 23 |
| 1.3 | Main activities and events of the period for the Group and financial results of Abitarein S.p.A. |
32 |
17

| Index | 41 | |
|---|---|---|
| Glossary | 43 | |
| 2.1 | Profile of teh Issuer | 46 |
| 2.2 | Information on Ownership Structures (Pursuant to Art. 123-bis, Paragraph 1, TUF) as of December 11, 2024 |
48 |
| 2.3 | Compliance (Pursuant to Art. 123-bis, Paragraph 2, Letter A), TUF) |
54 |
| 2.4 | Board of Directors | 54 |
| 2.5 | Management of Corporate Information | 79 |
|---|---|---|
| 2.6 | Internal Committees of the Board (Pursuant to Art. 123-bis, Paragraph 2, Letter D), TUF) |
80 |
| 2.7 | Self-Assessment and Succession of Directors – Nomination Committee |
81 |
| 2.8 | Remuneration of Directors – Remuneration Committee | 82 |
| 2.9 | Internal Control and Risk Management System (SCIGR) - Risk and Sustainability Committee |
84 |
| 2.10 Interests of Directors and Transactions with Related Parties | 98 | |
| 2.11 Board of Statutory Auditors | 101 | |
| Tables and Annex | 114 | |
| CONSOLIDATED FINANCIAL REPORT AS AT 30 SEPTEMBER 2025 |
123 | |
| Notes to the Consolidated Financial Report | 129 | |
| 3.1 | Accounting standards and measurement criteria | 129 |
| 3.2 | Notes to key items of the statement of Financial Position | 152 |
| 3.3 | Notes to the key items in the Income Statemen | 172 |
| 3.4 | Declaration of the Consolidated Financial Statements pursuant to the article 154-bis, paragraph 5, of Legislative Decree No. 58/1998 (consolidated financial act) |
187 |
| FINANCIAL STATEMENT AS AT 30 SEPTEMBER 2025 |
214 | |
| Notes to the Financial Statement | 219 | |
| 4.1 | Accounting standards and measurement criteria | 219 |
| 4.2 | Notes to key items of the statement of Financial Position | 234 |
| 4.3 | Notes to the key items in the Income Statemen | 249 |
| 4.4 | Declaration of the Financial Statements pursuant to the article 154-bis, paragraph 5, of Legislative Decree No. 58/1998 |
261 |
(consolidated financial act)

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| ORS |
|---|
| OF DIRECT |
| ARD |
| O |
| B |
| CHAIRMAN AND CHIEF EXECUTIVE OFFICER | Luigi Francesco Gozzini |
|---|---|
| CHIEF EXECUTIVE OFFICER | Marco Claudio Grillo |
| INDEPENDENT BOARD MEMBER | Mario Benito Mazzoleni |
| INDEPENDENT BOARD MEMBER | Giuseppe Carlo Vegas |
| INDEPENDENT BOARD MEMBER | Nicla Picchi |
| INDEPENDENT BOARD MEMBER | Antonella Lillo |
| INDEPENDENT BOARD MEMBER | Stefano Massarotto |
| BOARD MEMBER | Eleonora Reni |
BOARD OF STATUTORY AUDITORS
| CHAIRMAN | Ivano Passoni |
|---|---|
| STANDING STATUTORY AUDITOR | Elena Valenti |
| STANDING STATUTORY AUDITOR | Matteo Ceravolo |
| SUBSTITUTE STATUTORY AUDITOR | Fanny Butera |
| SUBSTITUTE STATUTORY AUDITOR | Marco Dorizzi |
| AUDITING FIRM | BDO Italia S.p.A. |
| MANAGER IN CHARGE OF PREPARING THE ACCOUNTING DOCUMENTS |
Cristiano Contini |

These yearly financial statements, and in particular the sections entitled "Outlook" and "Main risks and uncertainties to which the AbitareIn Group is exposed", contain forward-looking statements. These statements are based on the Group's cur-rent expectations and projections of future events and, by their nature, are subject to an intrinsic component of risk and uncer-tainty. They refer to events and depend on circumstances that may, or may not, happen or occur in the future. Actual results may differ from those contained in these statements due to a variety of factors, such as volatility in capital and financial mar-kets, changes in macroeconomic conditions and economic growth and other changes in business conditions, changes in legisla-tion and on the institutional scenario and many other factors, including possible developments in the Covid-19 pandemic, most of which are outside the control of the Group.
The Group specializes in the development of urban redevelopment projects that involve the acquisition of disused or abandoned properties, their demolition or recovery for the construction of new residential complexes (demolition and construction are entirely outsourced through the signing of contract agreements), and, finally, the commercialization of the same.
The Group primarily targets families, focusing its development activities particularly on the semi-central areas of the city of Milan. The selection of these áreas resulting from a meticulous research process within a portfolio of opportunities outlined by the internal function of the parent company—is based on the socioeconomic fabric, demographic dynamics, and the demand-supply relationship.
Urban regeneration, at the core of our daily work, is also an ethical challenge for us: to bring new dignity to spaces and the people who inhabit them. For this reason, we select properties and areas with characteristics that promote the increase of their value over time and positively contribute to the quality of living in the city.
In this scenario, innovation and building performance are essential factors that allow us to maintain leadership and competitiveness in a market where the demand for homes is increasingly oriented towards buildings with high energy performance, characterized by responsible management of natural resources and particular attention to the well-being of the people who live in them.
AbitareIn is aware of operating in a context of urban regeneration, which involves various interests. For this reason, our goal is to pursue the sustainability of projects, not only from an economic perspective but also from a social and environmental one.
In this effort, we are guided by a system of values that places at the center an architecture respectful of the environment and the dynamics of the territory (Built for Planet), with attention to people, starting with clients and our resources who help them develop and customize their home project (Built for People). AbitareIn looks beyond the horizon of individual residential development, with a longterm industrial vision, transparent governance, and scalable regeneration projects that have indirect impacts on the city and its inhabitants (Built for Prosperity)
Thus, our model is born, capable of creating value for all the parties involved: shareholders, clients, employees, and the city. To achieve these results, we are constantly working on multiple fronts:
The implementation of our sustainable urban regeneration projects helps to create value for the city and its neighborhoods :
Since the end of 2019, the Group has launched the project called "Homizy." Homizy SIIQ S.p.A. is now an Innovative SME, 70.7% owned by the parent company Abitare In S.p.A., dedicated to the development of a new strategic business line, namely the development and rental of residential properties through so-called co-living solutions, listed on the Euronext Growth Milan market, Professional segment.
In particular, Homizy aims to offer young people, aged between 20 and 35, who are starting a professional journey in a city different from their place of origin or who, in any case, are seeking their own housing autonomy from their family, a housing solution that ensures efficiency in management and maintenance, innovative services, and socialization spaces. Pursuant to IFRS 8, no information related to operating segments is provided as it is not relevant.
Dear Shareholders,
We are pleased to present to you today the 2025 Annual Report of AbitareIn.
The past two years have been marked by an exceptionally complex situation, which has had—and continues to have—a significant impact on the city of Milan, and increasingly on the entire country, the real estate sector, and our Company. We continue to align with the new regulatory framework introduced by the Municipality of Milan for the issuance of building permits, ready to see the restoration of a climate of trust within the sector and a return to full operations. However, we are still awaiting greater clarity on the timing, pending national legislation on urban regeneration that can address the current housing emergency, which is forcing many young people and families out of the city.
This two-year stalemate has had a considerable impact on our results, leading to increased costs that have inevitably affected our margins.
We remain focused on our core operational activities, including the development and delivery of ongoing projects, and on the creation of new partnerships—such as the one recently established with a leading international operator for a residential project of over 200 apartments in Rome—as well as on the diversification of our business strategies, in line with the new market context. We are also particularly pleased to have launched the first Homizy building, a residential property comprising approximately 360 rooms on Via Tucidide, available for rent under a co-living arrangement, which has recently welcomed its first coresidents.
LUIGI FRANCESCO GOZZINI Presidente
MARCO CLAUDIO GRILLO Amministratore Delegato

as at 30.09.2025
| 261 VALUE OF INVENTORY M € |
|
|---|---|
| 100 M € |
LOAN |
| 38% | LOAN TO COST |
as at 11.12.2025
| NT ME NE OP PIPELI VEL DE |
220,400SQM | NET SALEABLE AREA 1-2 | |
|---|---|---|---|
| 645€/SQM | NET SALEABLE AREA PURCHASE COST 3 | ||
| 2,420 | APARTMENTS 4-5 | ||
| 20 | PROJECTS | ||
| K O O DER B |
375 | APARTMENTS | |
| 317 | PRELIMINARY CONTRACTS SIGNED | ||
| 171 M € |
TOTAL VALUE | ||
| OR | 50 M € |
ADVANCES FROM CONTRACTED CUSTOMERS | |
| N RESS O |
918 | APARTMENTS DELIVERED | |
| CTI G O |
353 M € |
UNITS DELIVERED (VALUE) | |
| NSTRU SITE PR |
311 | APARTMENTS UNDER CONSTRUCTION | |
| O C |
146 M € |
APARTMENTS UNDER CONSTRUCTION (VALORE) |
1 This includes 12,800 sqm of commercial space equal to 140 model appartments on which development in the co living formula through the subsidiary Homizy S.p.A. is being evaluated.
2 Of which 26,000 sqm commercial of social housing.
3 It may differ from the no. of appartments depending on the actual size of the appartments sold. In recent transactions AbitareIn has seen a significant and progressive increase in the average size of appartments sold.
4 No. of appartments considering an average size of 92 sqm for marketing in free building and 82 sqm for social housing. The number of appartments actually realised and of contracts signed, without prejudice to the overall size, may vary depending on the customisation of the size of the units.
5 Of which 317 appartments in of social housing.
Construction site that can be launched in 12 months.
As of the approval date of this report, the development pipeline of the group headed by AbitareIn (the "Group") consists, net of projects already completed and delivered, of 19 areas6, covering approximately 220,400 sqm of commercial space7, corresponding to about 2,420 standard apartments8, located in various semi-central and suburban areas of the City of Milan (with the exception of one area located in Rome), in contexts with high growth potential.
Of the apartments in the pipeline, as of today, 375 apartments4 have been sold (on a preliminary basis) for a total value of approximately €171 million, with contractual advances (guaranteed by insurance surety policies) amounting to €50 million, and 311 apartments4 are currently under construction.
The Group has delivered, to date, 918 apartments9, distributed among the projects Abitare In Poste, Abitare In Maggiolina, Olimpia Garden, Milano City Village, Palazzo Naviglio, and Trilogy Towers, for a total value exceeding €353 million.
6 Of which one developed in partnership with Techbau in Rome
7 Of which 19,900 sqm to be built under Subsidized and/or Agreed Housing schemes, and 16,800 sqm under development by Homizy for rental in the coliving format.
8 The number of apartments is calculated assuming an average size of 92 sqm for free-market housing and 82 sqm for ERS (Socially Subsidized Housing). The actual number of apartments built and contracts signed, while maintaining the overall square footage, may vary depending on the customization of the layout of the individual units.

Founded in 2015 based on the over 15 years of experience of its founding partners, Luigi Gozzini and Marco Grillo, AbitareIn has, in just a few years, become the leading company in the residential development market in Milan, with a portfolio of 19 projects in the pipeline, totaling approximately 2,500 apartments.
In April 2016, AbitareIn was listed on the Euronext Growth Milan market (formerly AIM Italia) and, as of March 1, 2021, has been listed on the Euronext STAR Milan segment of the Euronext Milan market.
AbitareIn is committed to urban regeneration through the demolition or recovery of disused or abandoned buildings, contributing to the improvement of the city's housing fabric by creating new residential projects focused on families, characterized by strong aspirational appeal and significant aesthetic and architectural impact.
AbitareIn possesses the know-how for selecting areas, designing initiatives, and obtaining building permits, which are the pillars of its distinctive identity. Meanwhile, the actual construction phase of the projects is entrusted, through
contracts, to renowned construction operators. This approach helps mitigate associated risks and is supported by extensive use of technology, enabling the company to constantly monitor the status of construction sites and intervene promptly when necessary.
The Company has developed and refined its product and marketing strategy through solid branding activities and the use of advanced technological tools and Customer Relationship Management (CRM) methodologies.
In 2022, AbitareIn introduced an innovative project: an e-commerce platform for the online sale of houses under construction. Thanks to this platform, the Company can offer its clients an extremely immersive and comprehensive purchasing experience through innovative technological solutions: the artificial intelligence of a virtual assistant available 24/7, an online apartment configurator, the ability to virtually explore apartments using virtual reality tools in the showroom, the possibility of scheduling appointments via videoconference, and the digitization of all documentation and contractual processes.
The combination of deep industry know-how and a high degree of innovation, digitization, and specialization has given rise to AbitareIn's new philosophy: Home By You. This philosophy is entirely centered on the concept of personalization while benefiting from the economies of scale typical of an industrialized model. All of this is made possible by a unique platform in the industry: the Home Configurator.
Thanks to its unique business model within the Italian market, AbitareIn has garnered the support of significant and prestigious national and international players, both from the real estate sector and the financial landscape. These entities have joined the company's shareholder structure and have accompanied the Company on its growth journey. The "compartmentalized" structure of the Group, combined with its project commercialization methods (sales occur first, followed by construction), ensures the self-financing of projects and the financial solidity of the Company.
ABITARE IN ANNUAL FINANCIAL REPORT TO 30/09/2025
Homizy represents the application of the sharing economy to the residential sector: sharing goods, spaces, and services to create new opportunities for social interaction, through the pervasive use of technology, ensuring greater management efficiency and resource optimization.
Its mission is to transform "living" into a shared experience by fostering connections between people, "making them feel at home" for all those who have embarked on a personal and professional growth journey in Milan.

Probability of owning a home
1
New smart and trendy residential complexes, specifically designed and built for a new rental model, ensuring efficiency in management and maintenance, innovative services, and socialization spaces.
2
To meet a new type of demand, anticipating market trends, with the goal of quickly achieving a leadership position in the sector.
3
Leveraging the economies of scale and know-how of AbitareIn, HZY presents a product in Milan in the price range of €650-900 per unit, with an innovative "all-inclusive" formula, during a market phase where supply is very limited and not well-aligned with current market demands. The concepts of redevelopment of semi-central and peripheral areas, which are valid for AbitareIn, remain integral.

Homizy uses the most innovative technologies available both in development and for the subsequent daily management of buildings. It will leverage the know-how of its parent company, AbitareIn, to equip itself with software that enables efficient management of every process.
Users will benefit from significant technological support through a dedicated app: access to rooms and common areas, contract management, payments, maintenance, and a social and community section will all be entirely managed via the Homizy app.


Environmental sustainability is one of Homizy's priorities. The buildings will be constructed in energy class A, with system solutions that enable payback on consumption within 6-7 years.

AS AT 30 SEPTEMBER 2025
As 11 of December 2025, according to the disclosures made pursuant to Article 120 of Legislative Decree No. 58 of 24 February 1998 - Consolidated Law on Finance (TUF), the situation of AbitareIn S.p.A.'s relevant shareholders is as follows:

AbitareIn S.p.A. is listed on the Italian Stock Exchange in the Star segment. Below is a chart on the stock's performance and volumes traded from 1st October 2024 to 30 September 2025.


The main elements of the reclassified consolidated income statement and the reclassified consolidated statement of financial position are presented below.
| Description amounts ini Euro |
30.09 2025 |
% on core business revenues |
30.09 2024 |
% on core business revenues |
|---|---|---|---|---|
| Revenue from the sale of real estate |
30,575,520 | 29.24% | 16,310,677 | 21.81% |
| Changes in inventory of work in progress and finished products |
30,704,048 | 29.36% | 45,656,180 | 61.06% |
| Change in inventory of real estate complexes purchased |
10,500,000 | 10.04% | 2,690,254 | 3.60% |
| Other revenue | 32,783,459 | 31.35% | 10,116,500 | 13.53% |
| Total consolidated revenues | 104,563,027 | 100.00% | 74,773,611 | 100.00% |
| Production costs | 86,578,315 | 82.80% | 50,934,923 | 68.12% |
| ADDED VALUE | 17,984,712 | 17.20% | 23,838,688 | 31.88% |
| Personnel expenses | 3,660,748 | 3.50% | 3,965,186 | 5.30% |
| Other operating expenses | 3,145,474 | 3.01% | 2,804,740 | 3.75% |
| Ebitda | 11,178,490 | 10.69% | 17,068,762 | 22.83% |
| Depreciation/amortisation, impairment and other provisions |
1,263,417 | 1.21% | 1,633,566 | 2.18% |
| Ebit | 9,915,073 | 9.48% | 15,435,196 | 20.64% |
| Financial income and expenses and adjustments to financial assets |
(8,146,239) | (7.79%) | (5,294,730) | (7.08%) |
| Ebt | 1,768,834 | 1.69% | 10,140,466 | 13.56% |
| Income taxes | (1,591,493) | (1.52%) | (4,516,754) | (6.04%) |
| Profit (loss) for the year | 177,341 | 0.17% | 5,623,712 | 7.52% |
The assessment of the Group's economic performance is also carried out by considering certain alternative performance indicators (Alternative Performance Measures), as co-measured by the European Securities and Markets Authoity (ESMA) following the issuance of CONSOB Communication No. 92543/15 of 3 December 2015, which makes applicable the guidelines published on 5 October 2015 by ESMA regarding their presentation in the regulated information disseminated or prospectuses published as of 3 July 2016.
Below is a description of the economic performance indicators used by the Group:
The fiscal year ended as of 30 September 2025 closed with CONSOLIDATED REV-ENUES of € 104.6 million (€ 74.8 million as of 30 September 2024), resulting from:
CONSOLIDATED EBT, amounting to € 1.8 million (€ 10.1 million as of 30 September 2024). Marginality is strongly influenced by the urban planning stalemate in the Municipality of Milan, resulting in the failure to launch new projects, by the implementation of the Municipality of Milan's new guidelines on the new rules for issuing authorizations, and by the increase in fixed costs due to the delay in launching projects. positively influenced by the conclusion of the via Cadolini transaction), is strongly affected by the failure to start new projects.
EBT was also negatively impacted by approximately €4 million due to an increase in costs on the Porta Naviglio Grande project, caused by the urgent need to replace the contractor in the final stages of construction.
The Porta Naviglio Grande project is nearing completion of the second building, scheduled for summer 2026, while the first building was already handed over to customers in early 2025.
CONSOLIDATED EARNINGS amounted to € 0.2 million (€ 5.6 million as of 30 September 2024).
Values are expressed in Euro units.
| Investments | 30.09 2025 |
30.09 2024 |
|
|---|---|---|---|
| Intangible assets | 1,765,978 | 2,044,663 | |
| Property, plant and equipment | 61,994,085 | 34,839,678 | |
| Financial assets | - | 25,541 | |
| Equity investments in other companies | 1,288,294 | 1,167,212 | |
| Non -current financial receivables | - | 3,473,867 | |
| Other non-current assets | 3,808,132 | 2,688,291 | |
| Other current assets | 31,436,077 | 21,086,000 | |
| Inventory | 260,699,958 | 219,495,910 | |
| Other current and non-current liabilities | (99,150,096) | (84,740,732) | |
| NET INVESTED CAPITAL | 261,842,428 | 200,080,430 | |
| Cash and cash equivalents | (4,900,576) | (13,776,733) | |
| Financial assets carried at fair value | (3,004,692) | (9,317,621) | |
| Current financial payables | 53,499,662 | 16,382,080 | |
| Non-current financial payables | 105,190,031 | 95,827,647 | |
| FINANCIAL DEBT | 150,784,425 | 89,115,373 | |
| Share capital | 133,075 | 133,075 | |
| Reserves and profit (loss) carried forward | 110,540,890 | 105,050,600 | |
| Profit (loss) for the year | 384,038 | 5,781,382 | |
| EQUITY | 111,058,003 | 110,965,057 | |
| SOURCES OF FINANCING | 261,842,428 | 200,080,430 |
The change in intangible fixed assets is mainly due to the increase of € 0.4 million, net of amortization for the period, related to the investment made by the Group in relation to the development and integration of the AbitareIn Corporate E-Commerce platform and the investment in the development phase made by the subsidiary Homizy SIIQ S.p.A., which will serve to improve the efficiency of management and optimization of resources through the sharing of assets, spaces, and services to create new opportunities for socializing. The increase in property, plant and equipment is mainly due to investments in properties intended for leasing in the co-living formula by the subsidiary Homizy SIIQ S.p.A for a total value of $\le 27.4$ million.
Investments in other companies increased mainly due to the revaluation of the investment in Tecma Solutions S.p.A. at fair value for an amount of $\in$ 1.1 million. The increase in inventories, net of discharges resulting from the delivery of the real estate units to customers is mainly due to the progress of work on construction sites that will be delivered in the next 12 months.
| 20 | ).09 )25 ounts in Euro units |
30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|---|---|
| Α. | Cash and cash equivalents | 4,900,576 | 13,776,733 | (8,876,157) | |
| В. | Means equivalent to cash and cash equivalents | - | - | - | |
| C. | Other current financial assets | 3,004,692 | 9,317,621 | (6,312,929) | |
| ebt | D. | Liquidity (A) + (B) + (C) | 7,905,268 | 23,094,354 | (15,189,086) |
| E. | Current financial payables | 2,452,795 | - | - | |
| Financial | F. | Current portion of non-current debt | 51,046,867 | 16,382,080 | 34,664,787 |
| Fina | G. | Current financial debt (E) + (F) | 53,499,662 | 16,382,080 | 37,117,582 |
| н. | Net current financial debt (G) - (D) | 45,594,394 | (6,712,274) | 52,306,668 | |
| 1. | Non-current financial payables | 105,190,031 | 95,827,647 | 9,362,384 | |
| J. | Debt instruments | - | - | - | |
| K. | Trade payables and other non-current payables | - | - | - | |
| L. | Non-current financial debt $(I) + (J) + (K)$ | 105,190,031 | 95,827,647 | 9,362,384 | |
| M. | Total financial debt (H) + (L) | 150,784,425 | 89,115,373 | 61,669,052 |
Net financial debt is an indicator of the financial structure and is calculated as the sum of short-term ("Current financial debt" and Current part of non-current debt") and long-term ("Non-current financial debt," 'Debt instruments,' and 'Trade and other non-current debt') net of cash and cash equivalents ("Cash and cash equivalents," 'Cash equivalents to cash and cash equivalents,' and 'Other current financial assets'). This ratio is calculated as required by Guideline No. 39 issued on 4 March 2021, which is applicable as of 5 May 2021 in line with the Attention Call No. 5/21 issued by CONSOB on 29 April 2021.
Other current financial assets consist exclusively of investment lines made by the holding company Abitare In S.p.A. whose duration is not more than 12 months.
Current and noncurrent financial debts, amounting to € 158.7 million, consist mainly of financial debts to credit institutions for a total amount of € 155.2 million from financial debt to factoring company for an amount equal to € 2.4 million and the remaining part amounting to € 1.1 million of financial debts arising from leasing contracts signed by the holding company Abitare In S.p.A.
Financial debt as of 30 September 2025 was € 150.8 million (compared to € 89.1 million as of 30 September 2024) of which over € 119.6 million relates to ongoing projects. The change is mainly attributable to ordinary activities, with total investments of € 84.6 million, advance payments relating to the future purchase of new areas, amounting to € 1.5 million, and the purchase of new areas for € 5.5 million (net of advance payments already made in previous years), against receipts deriving mainly from the deeds of sale of real estate units for a total amount of approximately € 23.3 million and from deposits and advance payments received relating to preliminary agreements for projects marketed, amounting to approximately € 4.8 million.
The trend in cash and cash equivalents is mainly attributable to the absorption of cash from operating activities in the amount of € 36.4 million, from investing activities in the amount of € 28.0 million, from the taking out of loans in the amount of € 68.2 million, from the repayment of loans in the amount of € 24.7 million.
In the course of its activities, the Group is exposed to risks and uncertainties arising from exogenous factors related to the general macroeconomic context and the specific sector in which it operates, as well as risks stemming from strategic and management decisions.
The identification and mitigation of such risks have been systematically carried out, allowing for timely monitoring and management of the risks that have emerged.
The performance of the gross domestic product, together with the general conditions of access to the credit market, has a direct impact on the spending capacity of consumers, businesses, and institutions with which AbitareIn interacts. The current macroeconomic situation is characterized by a high level of uncertainty resulting from a combination of factors such as the residual effects of the Covid-19 pandemic, inflation, rising interest rates, the deterioration of general confidence, geopolitical risks exacerbated by the Russia-Ukraine conflict and the Israel-Hamas conflict, and the consequent uncertainties about possible future scenarios.
The ECB has introduced a significant increase in interest rates to facilitate a timely return of inflation to its medium-term target. In terms of credit, bank loans have slowed, affected by the weakening of demand both from businesses for investment purposes and from families for the purchase of homes. Over the past six months, this trend of increasing interest rates has reversed, with the first signs of decline.
2024 has nevertheless been characterized by weak economic growth and high inflation. The expected improvement in the next two years is heavily dependent on a positive geopolitical scenario that avoids the permanent suspension of energy raw material supplies from Russia to Europe. The general situation remains, as of today, characterized by conditions of uncertainty, due to which the forecasts reported in this annual financial report may be subject to changes.
The spread of epidemics can have a significant negative impact on the operations and results of the Group and the entire market in which it operates. The spread of contagious diseases is beyond the Group's control, and there is therefore no guarantee that the Group will be able to counter their effects or impact on its operations and results in the future.
Regarding the epidemic associated with the spread of COVID-19, the Group was exposed, during the period between February and May 2020, to restrictive measures such as the temporary closure of construction sites commissioned by the Group. It is also exposed in the future to risks arising from the adoption by public authorities of further and new measures aimed at preventing and/or limiting the spread of the Coronavirus or other epidemics, as well as the operational and economic consequences arising from the adoption of such measures.
The occurrence of the events subject to these risks could have significant negative effects on the economic, equity, and financial situation of the Group.
Due to the rapid spread of the Coronavirus, the Italian government has adopted and may in the future adopt restrictive measures to contain the further spread of the pandemic. The most significant of these measures have included restrictions and controls on the movement of people, bans on gatherings, and the closure of production facilities, offices, and construction sites.
An epidemiological situation could also have serious economic, equity, and financial effects on the contractors identified by AbitareIn for the execution of its various real estate initiatives. If contractors, due to financial distress, were no longer able to meet their commitments on the terms, conditions, and methods agreed upon with AbitareIn or were subjected to insolvency or bankruptcy proceedings, AbitareIn would be in the position of having to replace them with other entities in a timely manner, resulting in longer completion times and higher costs for ongoing real estate projects.
As of the date of this report, it is not possible to rule out the possibility of new waves of COVID-19 infections or other contagious diseases that may force government authorities to reimpose restrictive measures aimed at containing the further spread of viruses. Therefore, it is not possible to foresee the further negative effects that the continuation of the pandemic or the occurrence of new outbreaks will have, not only on the Group's activities but also on financial markets and economic activities at the domestic level.
The evolution of the COVID-19 pandemic and, more recently, the conflict between Russia and Ukraine have created an environment of economic uncertainty on an international level, which has led, among other things, to an increase in the cost of energy and raw materials.
The Group is therefore exposed to the risk that such cost increases, together with the scarcity of certain raw materials, may make real estate development activities more expensive.
As of today, the cost of raw materials appears to have stabilized, although it is not possible to rule out further changes due to an international situation still characterized by significant instability.
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The results of the Company and the Group could be negatively affected by possible delays in the implementation of projects, primarily caused by the often uncertain timing for obtaining authorizations and permits from public authorities. Moreover, considering that the execution of the work is entrusted to third-party companies, the projects may be influenced by unforeseen costs attributable to exogenous factors not anticipated during the initial stages of the work.
The Group's activity is, overall, a capital-intensive activity that requires the Group to commit, during the initial stages of the Real Estate Initiative, all the financial resources necessary for its development. Except for the advances paid through preliminary purchase agreements by customers—which, on average, represent 30% of the purchase price of the real estate unit—the remaining payments from buyers are received only at the end of the entire construction and promotional process of the Real Estate Initiative.
The Group's financial indebtedness generally derives from obtaining mortgage loans disbursed incrementally based on the progress of construction work (secured by mortgages on the properties themselves), receiving amounts from prospective buyers as down payments and advances on the purchase price (as stipulated in the preliminary purchase agreements), and payment deferrals negotiated with the Group's suppliers.
It is worth noting that some financial debt agreements of the Company and the Group include financial covenants, clauses regarding changes of control, and/or other provisions that limit the use of resources or the distribution of dividends by the contracting parties (particularly in contracts signed by the Operational Vehicles).
Some financing agreements signed by the parent company or other companies within the Group include Internal Cross-Default clauses. Under these clauses, in the event of non-compliance with financial obligations, guarantees, loss of the benefit of the term, termination, or withdrawal due to circumstances attributable solely to the contracting beneficiary in connection with any signed financing agreement, the bank has the right to terminate or rescind the financing agreement.
Failure to comply with any provisions or restrictions in the Group's financing agreements could therefore trigger a default event, granting the lender the right
to declare all amounts loaned to the financed entity as immediately due and payable (along with accrued and unpaid interest) and revoke any commitments to provide additional credit, with significant adverse effects on the Group's operations, financial condition, and business prospects.
The Group's ability to manage its debt depends on its operational results and its ability to generate sufficient liquidity, factors that may depend on circumstances beyond the Group's control. Should such circumstances arise, the Group may find itself unable to meet its debt obligations or complete its planned investments, with potential adverse effects on the financial, equity, and economic situation of the parent company and the Group.
Below is a breakdown of the medium- and long-term financing liabilities:
| Loan type (Euro/000) |
Borrower company | Within one year |
Beyond one year and within 5 years |
Beyond 5 years |
Total payable |
|---|---|---|---|---|---|
| Mortgage loan | Abitare In Development 3 S.r.l. | 195 | 1,095 | 423 | 1,713 |
| Landed property loan |
Abitare In Development 3 S.r.l. | 127 | 714 | 280 | 1,121 |
| Landed property loan |
Abitare In Development 3 S.r.l. | 167 | 1,004 | 8,246 | 9,417 |
| Unsecured loan | Abitare In Development 4 S.r.l. | 1,999 | 1,010 | - | 3,009 |
| Landed property loan |
Abitare In Development 5 S.r.l. | 3,213 | 14,949 | 4,485 | 22,647 |
| Loan | Abitare In S.p.A. | 467 | 233 | - | 700 |
| Loan | Abitare In S.p.A. | 875 | 659 | - | 1,534 |
| Loan | Abitare In S.p.A. | 519 | - | - | 519 |
| Loan | Abitare In S.p.A. | 1,095 | 2,358 | - | 3,453 |
| Loan | Abitare In S.p.A. | 1,000 | 2,993 | - | 3,993 |
| Loan | Abitare In S.p.A. | 1,053 | 2,087 | - | 3,140 |
| Loan | Abitare In S.p.A. | 479 | 2,489 | - | 2,968 |
| Loan | Abitare In S.p.A. | 52 | 4,988 | - | 5,040 |
| Loan | Abitare In S.p.A. | 8,049 | - | - | 8,049 |
| Landed property loan |
Accursio S.r.l. | 115 | 9,545 | 753 | 10,413 |
| Unsecured Ioan | Citynow S.r.l. | 424 | 628 | - | 1,052 |
| Loan | Deametra Siinq S.r.l. | 20,655 | - | - | 20,655 |
| Loan | Homizy Siiq S.p.A. | 353 | 1,055 | - | 1,408 |
| Loan | Homizy Siiq S.p.A. | 258 | 1,154 | 103 | 1,515 |
| Unsecured loan | Hommi S.r.l. | 630 | 3,113 | - | 3,743 |
| Unsecured loan | Housenow S.r.l. | - | 4,948 | - | 4,948 |
| Landed property loan |
Lambrate Twin Palace S.r.l. | 66 | 397 | 3,260 | 3,723 |
| Unsecured loan | Mivivi S.r.l. | 1,262 | 2,300 | - | 3,562 |
| Landed property loan |
MyCity S.r.l. | 69 | - | 7,277 | 7,346 |
| TOTAL | 50,775 | 71,179 | 33,214 | 155,168 | |
|---|---|---|---|---|---|
| Unsecured loan | Volaplana S.r.l. | 1,289 | 1,979 | - | 3,268 |
| Landed property loan |
TheUnits S.r.l. | 58 | 531 | 1,112 | 1,701 |
| Landed property loan |
Smartcity Siinq S.r.l. | 60 | - | 7,275 | 7,335 |
| Landed property loan |
Savona 105 S.r.l. | 127 | 10,950 | - | 11,077 |
| Landed property loan |
Porta Naviglio Grande S.r.l. | 6,119 | - | - | 6,119 |
It should be noted that land loans granted by credit institutions total 176 million euros, of which 100 million euros have been used.
In addition, financial debt includes other financial liabilities amounting to € 2.4 million owed to factoring companies, € 0.6 million relating to the multi-year right of use of the office building located in Viale Umbria, 36, for an amount of € 0.3 million from the financial institution to the leasing company for the purchase of the property located at Via Amadeo, 57, and for an amount of € 0.2 million from the financial debt relating to the multi-year right of use of the property used by the Chairman of the Board of Directors.
The AbitareIn Format, which includes the search for buildable areas, the verification, management, and acquisition of the necessary authorizations, the purchase of the land, the design phase of the properties to be built, as well as the subsequent promotion and sale of the Residential Units, spans a medium/long-term timeframe (not less than four years). Considering the configuration of this business model, it is possible that, at the close of a given financial year, none of the operational vehicles, being structured according to the national accounting principles issued by the Italian Accounting Standards Board (OIC), will generate revenues from the sale of properties, and therefore no distributable profits will be available for the parent company.
In light of the above, it is therefore possible that the forecasts for profitability and/or project completion timelines may not align with the schedules and objectives planned by the parent company, resulting in a negative impact on the Group's activities and detriment to its financial, economic, and equity situation.
The construction of properties on buildable land (more precisely, on land where buildings to be demolished, reconstructed, or renovated are located) purchased by individual operational vehicles is contingent on obtaining and maintaining the necessary administrative permits.
In this context, although AbitareIn selects only already urbanized and built-up areas in full compliance with previously issued authorizations during the identification phase, there is an inherent risk of delays in the issuance of the appropriate authorizations by the Public Administration for the realization of real estate complexes (building permits, environmental remediation certifications, landscape approvals, etc.).
To mitigate this risk, the Company, during periods when the market allows, conditions the purchase of areas on obtaining a valid construction permit or at least a preliminary opinion. However, in this period of steady and continuous growth in land purchase prices and increased competition, acquisitions often occur before these permits are obtained.
Such delays affect customer relationships and the Company's reputation, as well as its ability to plan commercial campaigns for projects.
Within the context of obtaining authorizations, the following risks are noted:
In the Municipality of Milan (the Group's main operational area), there is a significant and persistent delay in the issuance of authorizations. The Group currently has projects awaiting authorization for more than 700 apartments, for which it is not currently possible to estimate the release timelines.
The real estate market exhibits a cyclical trend and is influenced by a series of variables such as, for example, the general conditions of the economy, changes in interest rates, inflation trends, tax regulations, and the liquidity available in the market.
The Group is exposed to the risk that adverse changes in macroeconomic variables and the national and international political environment may lead to fluctuations in the selling prices of real estate units, as well as a reduction in the propensity to purchase.
Furthermore, such adverse changes could also result in an increase in costs for the realization of real estate projects.
In light of the above, it is possible that these risks may lead to a reduction in the sales of real estate units, a decrease in revenues, and/or a decline in profitability.
Liquidity risk refers to the inability to obtain sufficient financial resources necessary for business operations and the development of operational activities.
The two main factors that determine liquidity status are: on one hand, resources generated or absorbed by operational and investment activities, and on the other, the maturity and renewal characteristics of debt or financial liquidity and market conditions. The Group conducts careful monitoring of financial risks that could impact operations to prevent potential adverse effects and implement corrective actions.
For fiscal year 2025, the Group has commitments for land acquisitions and construction progress totaling €81 million, which are covered by liquid assets as of September 30, 2024, amounting to €23 million, existing credit lines with a residual amount of €70 million, and, as a residual source, €10 million from down payments and customer deposits.
Credit risk represents exposure to potential losses resulting from counterparties' failure to meet their contractual obligations.
The Group primarily operates in a sector where credit risk is minimal.
The companies of the AbitareIn Group, like any company operating in various sectors, are subject to competition, which could lead to a reduction in their market share and, consequently, a decrease in revenues.
For this reason, the management of AbitareIn S.p.A. and its subsidiaries are committed to activities such as research and selection of investment opportunities, marketing initiatives, and the development of increasingly advanced skills to drive the Group's growth and position it as one of the leading players in its reference market.
AbitareIn does not directly carry out its real estate developments but outsources the construction work to external construction companies that are not integrated into its structure.
The work is entrusted to reputable and reliable operators already active in the Milanese market through contracts that include various protections for the client to minimize construction-related risks. These protections include substantial penalties for potential delays in work, deferred payments of up to 120 days, bank guarantees, and 10% withholdings to ensure proper execution of the work, with release periods ranging from 6 to 24 months afterward.
Additionally, real estate construction (especially residential) represents a commodity in the market, allowing for the rapid replacement of an operator if necessary. Thanks to AbitareIn's extensive use of technology across all phases, from design to project realization, and particularly through the use and implementation of the BIM (Building Information Modeling) system, the Company is constantly able to monitor the actual progress of each construction site and promptly address any issues.
Moreover, to strengthen the entire production chain, reduce construction times and costs, and improve the quality and versatility of AbitareIn's product, the Company has undertaken an ambitious long-term project to consolidate relationships not only with construction companies but also with all key strategic suppliers through long-term commercial agreements.
Key elements of these agreements include:
A common technological platform language,
Standardization of technical solutions,
During the reference period, the Group continued its operating activities across the areas included in its pipeline, both those where construction activities had already commenced and those at a less advanced stage. The development activities preparatory to the implementation of projects are in fact carried out by the Group on a continuous basis, which currently has a pipeline of 20 projects at various stages of development.
On 25 October 2024, Hommi S.r.l., a wholly owned subsidiary of Abitare In S.p.A., entered into the final deed of sale for an area located in the Greco district of Milan, with a buildable capacity exceeding 20 thousand square metres. The area is currently leased to various tenants and will continue to generate rental income pending completion of the authorisation process.
During the same reference period, as part of its digital transformation plan, the Company launched three fundamental technological initiatives, designed to transform business processes and ensure an optimal customer experience:
access projects and receive real-time updates. The app will be hosted on Microsoft Azure, ensuring security, scalability and high performance. Integration with the Data Lake and Box.com will be managed through an API Gateway to ensure smooth and secure communication between systems.
These solutions represent a strategic step in Abitare In's digitalisation process, with the aim of centralising data, optimising business processes and significantly improving the customer experience. The project combines innovation, efficiency and a strong focus on security, preparing the Company to face future market challenges.
In January, conveyancing deeds were initiated with customers for the Porta Naviglio Grande project. As at the date of this report, no. 16 apartments had been sold, for a total consideration of approximately €8.5 million.
On 22 January 2025, the Shareholders' Meeting of Abitare In resolved, inter alia, to grant the Board of Directors the authority to purchase and dispose of treasury shares, for a duration of 18 months and for a maximum amount of €20 million, as well as to revoke, insofar as not previously executed, the resolution of the Shareholders' Meeting of 31 May 2021 concerning the free capital increase.
On 31 January 2025, the Company received certification of compliance of its anticorruption management system with the international ISO 37001 "Anti-Bribery Management System" standard.
In February, a Group company entered into a preliminary agreement for the purchase of a former industrial area in the NoLo district of Milan, with the payment of a deposit of €300,000, while the balance will be paid, concurrently with the execution of the final deed, only upon obtaining the authorisation required for the development of a residential project.
On 5 March 2025, the Company became aware that the Company itself, its legal representative and an employee had been entered by the Milan Public Prosecutor's Office in the registers of legal entities and individuals under investigation, in relation to the alleged offences pursuant to Articles 319 and 321 of the Italian Criminal Code and the corresponding administrative offence. A search warrant was served at the Company's premises to obtain documentation relevant to the position of the employee and of a collaborator who is not under investigation.
The Company continues to express full confidence in the judiciary and intends to cooperate fully in the accurate reconstruction of the relationships between the parties involved, confident of its complete lack of involvement in the alleged offences under investigation, as all real estate transactions carried out by Abitare In or by companies belonging to the Group have obtained building permits in compliance with the applicable urban planning regulations, without benefiting from any form of preferential treatment.
On 28 March 2025, the equity interest held in Via Bombay n.1 S.r.l. was sold to the commercial partner Techbau S.p.A. The transaction did not generate any material economic effects.
On 18 July 2025, the Company published its fifth Sustainability Report, relating to the 2024 financial year, prepared on a voluntary basis with the aim of transparently communicating the Company's values, strategies and performance in the Social, Economic, Environmental and Governance areas.
The report was prepared in accordance with the GRI Sustainability Reporting Standards (GRI Standards) 2021 and describes Abitare In's commitment, guided by the Sustainable Development Goals (SDGs), namely the 17 Sustainable Development Goals identified by the United Nations in 2015, aimed at safeguarding the Planet and the well-being of its inhabitants.
| Investments Amounts in Euro units |
30.09 2025 |
30.09 2024 |
|---|---|---|
| Intangible assets | 1,883,324 | 1,918,967 |
| Property, plant and equipment | 1,682,021 | 1,839,241 |
| Equity investments in subsidiaries | 10,401,854 | 9,275,818 |
| Equity investments in other companies | 1,288,294 | 1,167,212 |
| Non-current financial assets | 58,871,851 | 51,582,697 |
| Financial assets | 214,378 | 258,689 |
| Other current assets | 21,057,460 | 30,863,952 |
| Other current and non-current liabilities | (15,448,957) | (21,202,051) |
| NET INVESTED CAPITAL | 79,950,225 | 75,704,525 |
| Cash and cash equivalents | (94,374) | (1,848,858) |
| Financial receivables | (34,174,013) | (22,606,972) |
| Financial assets carried at fair value | (3,004,692) | (9,317,621) |
| Current financial payables | 14,788,697 | 10,540,510 |
| Non-current financial payables | 16,604,964 | 14,232,376 |
| FINANCIAL DEBT | (5,879,418) | (9,000,565) |
| Share capital | 133,075 | 133,075 |
| Reserves and profit (loss) carried forward | 84,572,227 | 72,968,856 |
| Profit (loss) for the year | 1,124,341 | 11,603,159 |
| EQUITY | 85,829,643 | 84,705,090 |
| SOURCES OF FINANCING | 79,950,225 | 75,704,525 |
The change in intangible assets is mainly due to the effect of recognizing the right of use relating to the lease agreement for the offices at Viale Umbria, 32, for an amount of € 0.8 million. The increase of € 0.2 million is due to the adjustment of the ISTAT index for leasing contracts to the maximum extent established by Article 32 of Law 392/1978. The change in intangible fixed assets is mainly due to the increase of € 0.2 million, net of amortization for the period, related to the investment made by the Group in relation to the development and integration of the AbitareIn Corporate E-Commerce platform, fully integrated with all business processes, finalized to the sale of houses online and the development and integration of an online apartment configurator. These costs relate to services rendered by third parties. Investments in subsidiaries increased due to the waiver of the loan to cover losses. It should be noted that during the year, all of Abitare In Development 7 S.r.l.'s equity investment was sold to third parties. Equity investments in other companies were increased principally due to the revaluation of the investment in Tecma Solutions S.p.A. to fair value in the amount of € 0.2 million. Financial assets recorded at fair value consist of asset management in government securities and bonds.
| Description Amonuts in Euro |
30.09 2025 |
% on core business revenues |
30.09 2024 |
% on core business revenues |
|---|---|---|---|---|
| Revenues for services | 11,386,670 | 88.51% | 9,322,829 | 84.27% |
| Other revenue | 1,477,574 | 11.49% | 1,740,290 | 15.73% |
| Total revenue from operating activities |
12,864,244 | 100.00% | 11,063,119 | 100.00% |
| Production costs | 6,407,501 | 49.81% | 6,793,059 | 61.40% |
| ADDED VALUE | 6,456,743 | 50.19% | 4,270,060 | 38.60% |
| Personnel expenses | 2,832,047 | 22.01% | 3,100,380 | 28.02% |
| Other operating expenses | 597,044 | 4.64% | 545,297 | 4.93% |
| Ebitda | 3,027,652 | 23.54% | 624,383 | 5.64% |
| Depreciation/amortisation, impairment and other provisions |
1,492,271 | 11.60% | 1,582,029 | 14.30% |
| Ebit | 1,535,381 | 11.94% | (957,646) | (8.66%) |
| Financial income and expenses and adjustments to financial assets |
1,645,136 | 12.79% | 13,826,571 | 124.98% |
| Ebt | 3,180,517 | 24.72% | 12,868,925 | 116.32% |
| Income taxes | (2,056,176) | (15.98%) | (1,265,766) | (11.44%) |
| Profit (loss) for the year | 1,124,341 | 8.74% | 11,603,159 | 104.88% |
The assessment of the Group's economic performance is also carried out by considering certain alternative performance indicators (Alternative Performance Measures), as co-measured by the European Securities and Markets Authoity (ESMA) following the issuance of CONSOB Communication No. 92543/15 of 3 December 2015, which makes applicable the guidelines published on 5 October 2015 by ESMA regarding their presentation in the regulated information disseminated or prospectuses published as of 3 July 2016.
Below is a description of the economic performance indicators used by the company:
The Company's financial statements closed with a positive operating result of $\in$ 1.5 million, compared to a negative operating result of $\in$ 0.9 million in the previous year. EBT was positive at $\in$ 3.2 million ( $\in$ 12.9 million at 30 September 2024).
This result is mainly attributable to the dividend distributed by the subsidiaries Trilogy Towers S.r.l. and Abitare In Development 7 S.r.l. for a comprehensive amount of $\in$ 1.5 million, as well as the positive result of financial management. Net income amounted to $\in$ 1.1 million ( $\in$ 11.6 million as of 30 September 2024).
| 20 | 0.09 0.025 Ounts in Euro units |
30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|---|---|
| ebt | Α. | Cash and cash equivalents | 94,374 | 1,848,858 | (1,754,484) |
| В. | Means equivalent to cash and cash equivalents | - | - | - | |
| C. | Other current financial assets | 37,178,705 | 31,924,593 | 5,254,112 | |
| D. | Liquidity (A) + (B) + (C) | 37,273,079 | 33,773,451 | 3,499,628 | |
| al D | E. | Current financial payables | - | - | - |
| inancial Debt | F. | Current portion of non-current debt | 14,788,697 | 10,540,510 | 4,248,187 |
| G. | Current financial debt (E) + (F) | 14,788,697 | 10,540,510 | 4,248,187 | |
| н. | Net current financial debt (G) - (D) | (22,484,382) | (23,232,941) | 748,559 | |
| 1. | Non-current financial payables | 16,604,964 | 14,232,376 | 2,372,588 | |
| J. | Debt instruments | - | - | - | |
| K. | Trade payables and other non-current payables | - | - | - | |
| L. | Non-current financial debt (I) + (J) + (K) | 16,604,964 | 14,232,376 | 2,372,588 | |
| M. | Total financial debt (H) + (L) | (5,879,418) | (9,000,565) | 3,121,147 |
Net financial debt is an indicator of the financial structure and is calculated as the sum of short-term ("Current financial debt" and Current part of non-current debt") and long-term ("Non-current financial debt," 'Debt instruments,' and 'Trade and other non-current debt') net of cash and cash equivalents ("Cash and cash equivalents," 'Cash equivalents to cash and cash equivalents,' and 'Other current
financial assets'). This ratio is calculated as required by Guideline No. 39 issued on 4 March 2021, which is applicable as of 5 May 2021 in line with the Attention Call No. 5/21 issued by CONSOB on 29 April 2021.
Other current financial assets consist of investment lines made by whose duration is not more than 12 months, amounting to € 3.0 million, and for the remaining part amounting to € 34.2 million from short-term financial receivables from subsidiaries.
Current and non-current financial debts of € 31.4 million consist mainly of financial debts to credit institutions totaling € 29.4 million. The remaining part amounting to € 2.0 million consists of financial debts arising from signed leasing contracts in the total amount of € 1.5 million and term financial debts to subsidiaries in the total amount of € 0.5 million.
Net financial debt as of 30 September 2025 showed a negative balance of € 5.9 million compared to a negative balance of € 9.0 million as of 30 September 2024.
Please refer to the financial statements for the income statement, statement of financial position, and net financial position.
Following the end of the reporting period, the Group continued its operational activities in the areas of its pipeline, both on those where construction activities have already begun and those at earlier stages.
On October 25, 2024, the company Hommi Srl, wholly owned by Abitare In Spa, finalized the purchase agreement for an area located in Piazza Franco Martelli 3/5 with a building potential exceeding 20,000 square meters. The area is currently leased to various tenants.
In the period following the end of the reporting period, the Company, as part of its digital transformation plan, initiated three key technological initiatives designed to revolutionize business processes and guarantee an optimal customer experience:
company to automate repetitive processes and optimize client request management. AI will be used, for instance, to provide personalized and automated responses to customers, compare legal contracts, and improve operational efficiency;
• Piattaforma MyAI (App Mobile): transformation of the MyAI platform into a mobile app for iOS and Android devices, developed with React Native. This modern and intuitive application will allow customers to autonomously manage interactions with the company, access project information, and receive real-time updates. Hosted on Microsoft Azure, the app will ensure security, scalability, and high performance, with integration with the Data Lake and Box.com managed via an API Gateway for seamless and secure system communication.
These solutions represent a strategic step toward the digitalization of AbitareIn, aimed at centralizing data, optimizing business processes, and significantly improving the customer experience. The project combines innovation, efficiency, and security, preparing the company for future market challenges.
In the current fiscal year, AbitareIn will continue its activities of marketing authorized projects, constructing projects already marketed, and scouting new areas.
As previously announced, the Company has expanded its business model through partnerships with other operators, offering its technological platform and expertise in marketing, product optimization, layout planning, apartment customization, and customer care activities.
Currently, AbitareIn is working as a service provider for two projects: one in Milan and one in Rome.
The Company is also evaluating the possibility of increasing its presence in the Rome market, considering the current context in Milan. It is also investing in researching new products focused on preserving existing buildings, aiming to reduce construction times and environmental impact, both in the construction phase and in terms of energy efficiency.
As required by the Consob Issuers' Regulation, the company has adopted a "Procedure for related-party transactions," available on the website www.abitareinspa.com in the "Investor" section for more information. Transactions conducted by AbitareIn and the companies included in the consolidation perimeter with other related parties are part of ordinary management and are conducted on market terms. Information on related-party transactions, including those required by the Consob Communication of July 28, 2006, is provided in Note 24 of the consolidated financial statements as of September 30, 2022.
During the year, work continued on the development and integration of the corporate E-Commerce platform AbitareIn, which is fully integrated with all corporate processes, aimed at the sale of houses online and the development and integration of an online configurator of apartments. These costs mainly relate to costs for services rendered by third parties. Development costs incurred by the Group are related to projects that respecify the requirements of IAS 38.
The total investment incurred in the reporting period amounted to Euro 150 thousand.
As of the date of this report, based on the opinions of legal and tax advisors, there are no significant disputes for which the company deemed it necessary to allocate a risk provision.
On December 10, 2020, the Board of Directors of AbitareIn S.p.A. resolved to adhere to the simplification regime provided for by Articles 70, paragraph 1 bis, of the Regulation adopted by CONSOB with resolution no. 11971 of May 14, 1999, and subsequent amendments and integrations, thus availing itself of the option to derogate from the obligation to publish the informational documents required by Annex 3B of the aforementioned CONSOB Regulation on the occasion of significant operations such as mergers, demergers, capital increases through contributions of assets in kind, acquisitions, and disposals.
On 14 July 2023, the shareholders' meeting of AbitareIn S.p.A. met and resolved to grant the Board of Directors the powers to launch a treasury share buyback program. As of 30 September 2025, the total treasury shares in the portfolio amount to 1,053,599 shares, with a total value of € 5,113,365.
to be submitted to the Shareholders' Meeting of 21 January 2026
Issuer: AbitareIn S.p.A.
Websito web: www.abitareinspa.com
Fiscal year covered by the Report: 2025
Date of Report Approval: Board of Directors, December 11, 2025
| GLOSSARY | 43 |
|---|---|
| 2.1) PROFILE OF THE ISSUER | 46 |
| 2.2) INFORMATION ON OWNERSHIP STRUCTURES (PURSUANT TO ART. 123-BIS, PARAGRAPH 1, TUF) AS OF DECEMBER 11, 2024. | 48 |
| 2.3) COMPLIANCE (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER A), TUF) | 54 |
| 2.4) BOARD OF DIRECTORS | 54 |
| 2.4.1 ROLE OF THE BOARD OF DIRECTORS | 54 |
| 2.4.2 APPOINTMENT AND REPLACEMENT (PURSUANT TO ART. 123-BIS, PARAGRAPH 1, LETTER L), TUF) | 58 |
| 2.4.3 COMPOSITION (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER D), TUF) | 62 |
| 2.4.4 CRITERIA AND DIVERSITY POLICIES FOR BOARD COMPOSITION AND ORGANIZATIONAL STRUCTURE | 66 |
| 2.4.5 MAXIMUM NUMBER OF POSITIONS IN OTHER COMPANIES | 67 |
| 2.4.6 INDUCTION PROGRAMME | 67 |
| 2.4.7 FUNCTIONING OF THE BOARD OF DIRECTORS (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER D), TUF) | 67 |
| 2.4.8 ROLE OF THE CHAIRMAN | 69 |
| 2.4.9 EXECUTIVE DIRECTORS | 70 |
| 2.4.10 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR | 75 |
| 2.5) MANAGEMENT OF CORPORATE INFORMATION | 79 |
| 2.6) INTERNAL COMMITTEES OF THE BOARD (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER D), TUF) | 80 |
| 2.7) SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - NOMINATION COMMITTEE | 81 |
| 2.7.1 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS | 81 |
| 2.7.2 NOMINATION COMMITTEE | 82 |
| 2.8) DIRECTORS' REMUNERATION - REMUNERATION COMMITTEE | 82 |
| 2.8.1 DIRECTORS' REMUNERATION | 82 |
| 2.8.2 REMUNERATION COMMITTEE | 83 |
| 2.9) NTERNAL CONTROL AND RISK MANAGEMENT SYSTEM (SCIGR) - RISK AND SUSTAINABILITY COMMITTEE | 84 |
| 2.9.1 CHIEF EXECUTIVE OFFICER | 88 |
| 2.9.2 RISK AND SUSTAINABILITY COMMITTEE | 89 |
| 2.9.3 HEAD OF INTERNAL AUDIT FUNCTION | 93 |
| 2.9.4 ORGANIZATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE 231 | 94 |
| 2.9.5 EXTERNAL AUDIT FIRM | 96 |
| 2.9.6 MANAGER RESPONSIBLE FOR DRAFTING CORPORATE FINANCIAL DOCUMENTS AND OTHER ROLES AND FUNCTIONS . | 96 |
| 2.9.7 COORDINATION AMONG PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM | 98 |
| 2.10) DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS | 98 |
| 2.11) BOARD OF STATUTORY AUDITORS | 101 |
| 2.11.1 APPOINTMENT | 101 |
| 2.11.2 COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS (PURSUANT TO ART. 123-BIS, PARAGRA LETTERS D) AND D-BIS TUF) |
| 2.11.3 RELATIONS WITH SHAREHOLDERS109 |
|---|
| 2.11.4 SHAREHOLDERS' MEETINGS (PURSUANT TO ART. 123-BIS, PARAGRAPH 1, LETTER L) AND PARAGRAPH 2, LETTER C), TUF)110 |
| 2.11.5 OTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ART. 123-BIS, PH. 2, LETTER A), SECOND PART, TUF)112 |
| 2.11.6 CHANGES SINCE THE CLOSE OF THE FISCAL YEAR112 |
| 2.11.7 CONSIDERATIONS ON THE DECEMBER 3, 2021 LETTER FROM THE CHAIRMAN ON CORPORATE GOVERNANCE112 |
| TABLE 1: INFORMATION ON OWNERSHIP STRUCTURES AS OF DECEMBER 11, 2024114 |
| TABLE 2: BOARD OF DIRECTORS STRUCTURE AS OF FISCAL YEAR-END116 |
| TABLE 3: BOARD COMMITTEES STRUCTURE AS OF FISCAL YEAR-END117 |
| TABLE 4: BOARD OF STATUTORY AUDITORS STRUCTURE AS OF FISCAL YEAR-END118 |
| ANNEX A - LIST OF POSITIONS HELD BY BOARD OF DIRECTORS MEMBERS119 |
| ANNEX B - LIST OF POSITIONS HELD BY BOARD OF STATUTORY AUDITORS MEMBERS121 |
Has the meaning outlined in paragraph 11.1 of this Report.
Refers to the shareholders' meeting of the Company.
Refers to the Board of Statutory Auditors of the Issuer.
Refers to Borsa Italiana S.p.A., headquartered in Milan, Piazza degli Affari No. 6.
Refers to the corporate bylaws of the Issuer in effect on the Report Date.
Refers to the Chairman of the Board of Directors of the Issuer.
Refers to Dr. Marco Claudio Grillo.
Refers to the Italian Civil Code.
Refers to the National Commission for Companies and the Stock Exchange, headquartered in Rome, Via G.B. Martini No. 3.
Refers to the regulation issued by Consob with resolution No. 11971 of 1999 (as subsequently amended and integrated) on issuers, in effect on the Report Date.
Refers to the regulation issued by Consob with resolution No. 16191 of 2007 (as subsequently amended and integrated) on markets, in effect on the Report Date.
Refers to the Corporate Governance Code for listed companies adopted on January 31, 2020, by the Corporate Governance Committee.
Refers to the Italian Corporate Governance Committee for listed companies, promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime, and Confindustria.
Refers to the fiscal year ending on September 30, 2024.
Refers to Legislative Decree No. 231 of June 8, 2001.
Refers to the Euronext Milan market (formerly the Italian Stock Exchange), organized and managed by Borsa Italiana.
Refers to the Euronext STAR Milan segment of the Euronext Milan market.
Refers to the fiscal year ending on September 30, 2023, to which the Report refers.
Collectively refers to the Issuer and its subsidiaries as of the Report Date pursuant to Article 2359 of the Civil Code.
Refers to Dr. Cesare Mileto.
Refers to the instructions for the regulations of markets organized and managed by Borsa Italiana, in effect on the Report Date.
Refers to AbitareIn S.p.A., headquartered in Milan, Via degli Olivetani 10/12.
Refers to the organizational, management, and control model outlined in paragraph 9.4 of this Report.
Has the meaning outlined in paragraph 4.2 of this Report.
Has the meaning outlined in paragraph 11.1 of this Report.
Has the meaning outlined in paragraph 4.2 of this Report.
Has the meaning outlined in paragraph 11.1 of this Report.
Refers to the nomination committee outlined in the Corporate Governance Code.
Refers to Regulation (EU) 2017/1129 of the European Parliament and Council dated June 14, 2017, regarding the prospectus to be published for public offerings or admissions to trading of securities in a regulated market.
Has the meaning outlined in paragraph 1.0 of this Report.
Refers to the remuneration committee outlined in the Corporate Governance Code
Refers to the report on the policy for remuneration and compensation paid, which companies are required to prepare and publish pursuant to Article 123-ter of the TUF and Article 84-quater of the Consob Issuers' Regulation.
Refers to the regulation issued by Consob with resolution No. 17221 of 2010 (as subsequently amended and integrated) on related party transactions, in effect on the Report Date.
Refers to December 13, 2023, the date on which the Report was approved by the Board.
Refers to this report on corporate governance and ownership structures that companies are required to prepare pursuant to Article 123-bis of the TUF.
Refers to the risk control committee outlined in the Corporate Governance Code.
Refers to the Company's internal control and risk management system.
Refers to the regulations for markets organized and managed by Borsa Italiana, in effect on the Report Date.
Has the meaning outlined in paragraph 9.4 of this Report.
Refers to Legislative Decree No. 58 of February 24, 1998 (as subsequently amended and integrated), in effect on the Report Date.
Unless otherwise specified, definitions from the CG Code concerning directors, executive directors, independent directors, significant shareholders, Chief Executive Officer (CEO), administrative body, supervisory body, business plan, concentrated ownership company, large company, sustainable success, and top management are incorporated by reference.
This Report, approved by the Company's Board of Directors on December 11, 2025, aims to illustrate the corporate governance system adopted by Abitare In, structured around a series of principles, rules, and procedures in line with the criteria contained in the Corporate Governance Code, which the Company resolved to adopt on January 13, 2021, with the integrations and adjustments tailored to the Company's characteristics as outlined in this Report.
Founded in 2015, AbitareIn leads the AbitareIn Group, which specializes in implementing urban redevelopment projects through wholly-owned operational entities. These projects involve acquiring disused or abandoned properties, demolishing or restoring them to create new residential complexes, and commercializing them, often before their completion. The Group primarily targets families and individuals already residing in the areas where the real estate initiatives are undertaken, focusing particularly on semi-central and semi-peripheral zones of the city of Milan.
Since its listing on the AIM Italia market (now Euronext Growth Milan) of Borsa Italiana in 2016, the Company transitioned, starting in March 2021, to its current listing on the Euronext Milan market (formerly Mercato Telematico Azionario) of Borsa Italiana with the status of Euronext STAR Milan issuer.
The Group pursues a sustainable development model, prioritizing economic growth in the areas where it operates while also improving the surrounding environment in terms of quality, both environmentally and socially.
To achieve this, the Group has adopted principles of sustainability, transparency, and quality in its activities, committing concretely to people, the local area, and the environment. It has implemented an integrated management system that allows it to comply with applicable requirements and achieve the best results in the sector.
The Issuer also actively promotes the sustainability of its business activities and, to this end, publishes an annual sustainability report.
The corporate governance structure adopted by the Company is based on the traditional administrative and control organizational model and consists of the following corporate bodies:
The statutory audit is entrusted, in accordance with the applicable legal provisions, to an auditing firm listed in the special register maintained by Consob.
A Supervisory Body has also been appointed under Decree 231 to monitor the proper functioning of the Company's Model 231 and to oversee its updates. On December 28, 2016, the Company, through a resolution by the Board of Directors, also adopted a Code of Ethics, shared by all companies within the AbitareIn Group, which forms an integral part of Model 231 (the "Code of Ethics").
The Board of Directors established within itself a Remuneration Committee composed of three independent directors and, on September 19, 2022, the Internal Control, Risk Management, and Sustainability Committee. However, for the reasons outlined in Section 7 of this Report, the Board of Directors did not deem it necessary to establish a Nomination Committee.
Additionally, on January 13, 2021, the Board of Directors approved: (i) a procedure related to transactions with related parties of the Company (the "Related Party Transactions Procedure"); (ii) a procedure for public disclosure of inside information; (iii) a procedure for drafting, managing, and updating the list of persons with access to inside information; and (iv) a procedure for reporting obligations related to transactions in financial instruments carried out by persons who perform administrative, control, or management functions within the Issuer and persons closely related to them (as identified under Article 19 of Regulation (EU) No. 596/2014), effective from the first trading day on the Euronext Milan market.
In addition, on January 13, 2021, the Board of Directors adopted its own regulation to align the operational rules of the body with the statutory and regulatory principles in effect at any given time, particularly those established by the
As of the Report Date, the Company qualifies as an SME under Article 1, paragraph 1, letter w-quater.1) of the TUF and Article 2-ter of the Consob Issuers' Regulation, as the simple average of daily market capitalizations calculated based on the official price recorded during the fiscal year is below the threshold of 500 million euros.
***
Moreover, on December 10, 2020, the Board of Directors, pursuant to Articles 70, paragraph 8, and 71, paragraph 1-bis of the Consob Issuers' Regulation, resolved to adhere to the opt-out regime provided for in these articles, taking advantage of the ability to derogate from the obligations to publish the informational documents required by Annex 3B of the Consob Issuers' Regulation for significant operations such as mergers, demergers, capital increases through contributions in kind, acquisitions, and disposals.
Through this Report, AbitareIn provides the market with the information required under Article 123-bis of the TUF and the applicable regulatory provisions on the corporate governance system adopted by the Company, as well as its ownership structures, in line with the recommendations of the Corporate Governance Code. This Report — drafted in accordance with the guidelines developed by Borsa Italiana — also contains accurate and comprehensive information on the Company's adherence to the principles and criteria set out by the Corporate Governance Code. Any non-adherence to specific provisions of the Corporate Governance Code is justified in the section of the Report regarding the relevant governance practice otherwise applied by the Company.
Below are the details on ownership structures as of the Report Date, in accordance with Article 123-bis, paragraph 1, of the TUF.
The entire share capital of AbitareIn is composed of ordinary shares listed on the Euronext Milan market, organized and managed by Borsa Italiana – Euronext STAR Milan segment, and issued in a dematerialized form.
The current share capital of AbitareIn, fully subscribed and paid-up, amounts to EUR 133,074.795 and is divided into 26,614,959 ordinary shares without a nominal value (see Table 1 attached to this report).
The Company has not issued any other categories of shares apart from ordinary shares, nor any other financial instruments granting the right to subscribe to newly issued shares.
AbitareIn ordinary shares grant shareholders the rights and obligations established by law for voting shares. In particular, ordinary shares confer property rights, administrative rights, and various obligations.
Among the property rights attached to ordinary shares—by way of example and without limitation—are the right to receive dividends and interim dividends, the pre-emptive right in the event of a capital increase for cash consideration, the right to receive bonus shares in the event of a capital increase free of charge, and the right to a share of the liquidation proceeds in the event of the dissolution of the company.
Among the administrative rights attached to ordinary shares—again by way of example and without limitation—are the right to attend ordinary and extraordinary shareholders' meetings, the right to vote at such meetings, the right to information, the right to request the convening of a shareholders' meeting, the right to challenge shareholders' resolutions, the right to file complaints with the Board of Statutory Auditors, the right to bring actions before the court, and the right to withdraw from the company under certain circumstances.
Obligations associated with ordinary shares include, but are not limited to, the obligation to provide the contribution as stipulated.
The Company's Bylaws do not provide for any restrictions on the transfer of shares, such as ownership limits or the requirement to obtain the approval of the Issuer or other shareholders.
The Company qualifies as an SME (Small and Medium-Sized Enterprise) pursuant to Article 1, paragraph 1, letter w-quater.1) of the Consolidated Law on Finance (TUF) and Article 2-ter of the Consob Issuers' Regulation and, accordingly, pursuant to Article 120, paragraph 2, of the TUF, the relevant threshold for disclosure obligations of significant shareholdings is set at 5% of the share capital.
Based on the notifications received by the Company pursuant to Article 120 of the TUF, as of the date of this Report, the persons who, directly or indirectly, hold interests exceeding 5% of the subscribed and paid-up share capital are listed in Table 1 attached to this Report.
The Company has not issued any securities granting special control rights.
The Issuer's Bylaws do not provide for shares with multiple or enhanced voting rights.
As of the Report Date, the Company has not implemented any employee share ownership system.
Each ordinary share grants the right to vote without any limitations.
The Company is not aware of any shareholder agreements pursuant to Article 122 of the TUF.
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As of the date of this Report, in order to secure the capital resources necessary to carry out its business, among the main financing agreements entered into by the Issuer and the Group companies, the agreements listed below include change of control clauses. Under such clauses, in the event of a change of control in the shareholding structure of the financed party, the latter will forfeit the benefit of the term and will consequently be required to proceed with the immediate and full early repayment of the financing:
Apart from the agreements listed above, neither the Company nor its subsidiaries are parties to any other significant agreements that become effective, are amended, or terminate in the event of a change of control of the contracting company.
The Company's By-laws do not provide for any exemptions from the provisions on the passivity rule set out in Article 104, paragraphs 1 and 1-bis, of the Consolidated Law on Finance (TUF), nor do they provide for the application of the neutralisation rules referred to in Article 104-bis, paragraphs 2 and 3, of the TUF.
As of the Report Date, no powers have been granted to the Board of Directors to increase the share capital under Article 2443 of the Italian Civil Code or to issue participatory financial instruments.
On January 22, 2025, the Shareholders' Meeting approved the proposal to authorize the purchase and disposal of treasury shares (buyback) for a maximum total expenditure of EUR 20,000,000.
This initiative serves the following purposes:
(v) to establish a so-called "securities portfolio" for potential future extraordinary financial transactions;
(vi) to undertake a medium- to long-term investment or take advantage of a favourable investment opportunity, including by purchasing and reselling the shares whenever appropriate, in light of the risk and expected return of alternative investments;
As of the Report Date, the Company holds 1,053,599 treasury shares, equal to 3.96% of the total number of shares constituting the share capital.
The Shareholders' Meeting scheduled for January 21, 2026, to approve the financial statements as of September 30, 2024, will deliberate on granting a new authorization to purchase treasury shares pursuant to Article 2357 of the Italian Civil Code, given that the previous authorization granted by the Shareholders' Meeting will expire on July 22, 2026.
As of the Report Date, the Company is not subject to management and coordination activities under Articles 2497 et seq. of the Italian Civil Code.
***
AbitareIn has formally adopted the Corporate Governance Code, which is accessible to the public on the Corporate Governance Committee's website at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf. The Board of Directors has resolved to adhere to the principles contained in the Corporate Governance Code, also adapting its governance system to regulatory provisions.
Regarding any non-adherence to one or more recommendations of the Corporate Governance Code, reference is made to the specific details provided in the various sections of this Report.
The Company is not subject to non-Italian legal provisions that influence its corporate governance structure.
It should be noted that the Issuer does not fall under the definition of a "company with concentrated ownership" or a "large company" as defined by the Corporate Governance Code.
Neither the Issuer nor its strategically significant subsidiaries are subject to non-Italian legal provisions that influence the Issuer's corporate governance structure.
Under current regulations for companies with shares listed on regulated markets and in accordance with the recommendations of the Corporate Governance Code, the Board of Directors plays a central role in the Company's governance system. It organizes, directs, and manages the business to pursue sustainable success and ensure the expectations of other stakeholders are met while monitoring its implementation.
The Board of Directors holds all powers of ordinary and extraordinary administration of the Company, except where mandatory provisions of law or the Bylaws stipulate otherwise.
Pursuant to Article 18.4 of the By-laws, the Board of Directors is vested with the power—without prejudice to the concurrent competence of the Extraordinary Shareholders' Meeting—to adopt resolutions concerning mergers and demergers in the cases provided for under Articles 2505 and 2505-bis of the Italian Civil Code, the establishment or closure of secondary offices, the designation of directors vested with the Company's legal representation, the reduction of share capital in the event of a shareholder's withdrawal, amendments to the By-laws to comply with regulatory provisions, and the transfer of the registered office within the national territory, all in accordance with Article 2365, paragraph 2, of the Italian Civil Code.
According to Article 18.8 of the Bylaws, certain matters are exclusively reserved for the Board of Directors and cannot be delegated:
(m) decisions regarding participation in and exercise of voting rights in the corporate bodies of subsidiaries and associates in connection with extraordinary transactions or any of the transactions referred to in items (d) through (j) above.
The Board also appoints, with prior approval from the Board of Statutory Auditors, the manager responsible for drafting corporate accounting documents under Article 154-bis of the TUF.
The following matters are also reserved for the competence of the Board of Directors, in accordance with the provisions of the Corporate Governance Code:
It should be noted that, on 13 January 2021, the Board of Directors, with the favourable opinion of the Board of Statutory Auditors, approved a memorandum on the Company's management control and reporting system. Among other things, the memorandum provides a summary overview of the Company's management control and reporting system and identifies potential areas for improvement, as well as the measures undertaken by the Company to further integrate and automate the data collection and processing process. The management control and reporting system described in the memorandum and adopted by the Company and the main Group companies is intended to enable those responsible for the system to periodically and promptly access a sufficiently comprehensive overview of the economic and financial situation of the Company and its subsidiaries.
On a monthly basis, the Board of Directors assesses the overall performance of management, taking into account, in particular, the information received from the delegated bodies and periodically comparing actual results with budgeted figures. Within the context of this assessment, the Board of Directors has not considered it necessary to formally define general criteria for identifying transactions of significant strategic, economic, equity or financial importance for the Issuer, as it is the Company's practice to treat as such not only those transactions whose value exceeds the limits of the powers delegated to executive directors, but also those that, while falling within such limits in terms of value, are deemed to be of strategic relevance for commercial, industrial or financial purposes in relation to the Company's activities
.
The Shareholders' Meeting has not granted any general or prior authorization for exemptions from the non-compete obligation provided for under Article 2390 of the Italian Civil Code.
It is noted that during the fiscal year, the Board of Directors did not deem it necessary or appropriate to develop reasoned proposals to submit to the Shareholders' Meeting for defining a corporate governance system better suited to the Company's needs (see Paragraph 13).
On October 24, 2023, the Board of Directors adopted a policy for managing dialogue with shareholders (see Paragraph 12).
With regard to the responsibilities of the Board of Directors in matters of (i) its composition, functioning, appointment, and self-assessment; (ii) remuneration policy; and (iii) the internal control and risk management system, reference is made to the relevant sections of this Report.
Pursuant to Article 18 of the Company's Bylaws, the Company is managed by a Board of Directors composed of a variable number of members, not fewer than 5 and not more than 9.
The members of the Board of Directors must meet the eligibility, professionalism, and integrity requirements established by law or any other applicable regulations.
A minimum number of Board members, corresponding to the minimum required by the applicable regulations at the time, must meet the independence requirements set forth by law.
The Bylaws do not stipulate additional independence requirements for directors beyond those outlined in Article 148, paragraph 3, of the TUF. However, as the Company adheres to the Corporate Governance Code, the Board of Directors verifies compliance with independence requirements pursuant to the Corporate Governance Code as well. Additionally, during the appointment of the administrative body by the Shareholders' Meeting, the Board requests candidates for the position of Director included in the lists to also declare compliance with these additional requirements as adopted by the Company.
The appointment and replacement of directors are governed by Article 21 of the Bylaws, which provides as follows:
Directors serve for the term established by the Shareholders' Meeting resolution appointing them, up to a maximum of three fiscal years, and they are eligible for reappointment.
The appointment of directors is based on lists of candidates submitted by shareholders, in compliance with the legal and Bylaw provisions regarding gender balance and the appointment of directors who meet independence requirements. Candidates in the lists must be listed in sequential order.
Lists presented by shareholders must be signed by the shareholder or shareholders submitting them (including by proxy granted to one of them). These lists must contain no more than nine candidates and must be filed at the Company's registered office within the deadlines set by the applicable legal and regulatory provisions in force at the time, as specified in the notice of meeting. Filing may also occur via remote communication means as indicated in the notice of meeting. The lists must be made available to the public within the terms and in the manner prescribed by the applicable legal and regulatory provisions in force at the time.
Each list, during the period in which the applicable laws and regulations on gender balance are in force, must include candidates of both genders, if it contains three or more candidates. This must meet at least the minimum proportion required by the prevailing legal and regulatory provisions, as specified in the notice of the Shareholders' Meeting.
Together with each list, a curriculum vitae for each candidate must be filed, detailing their personal and professional characteristics. It must also indicate, where applicable, their qualification as independent. The candidates must include declarations in which they accept their candidacy and confirm, under their responsibility, the absence of any incompatibility or ineligibility reasons, as well as the presence of the requirements set forth by the Bylaws and the applicable legal and regulatory provisions. Each list must also include, as an attachment, the identification of the shareholders submitting the list and the total percentage of shares held, along with any additional declarations, information, and/or documents required by applicable laws and regulations.
A shareholder cannot submit or vote for more than one list, either directly, through intermediaries, or via trust companies.
The following may submit a slate for the appointment of directors: (i) shareholders who, at the time of submission of the slate, hold—either individually or jointly—a number of shares at least equal to the threshold established by Consob pursuant to the applicable laws and regulations (as of the date of this Report, such threshold for the Company is 4.5% of the share capital, as announced by Consob Determination No. 146 of 13 October 2025); and (ii) the Board of Directors. The ownership of the minimum shareholding referred to in point (i) is determined with reference to the shares registered in the name of the shareholder on the date the slate is filed with the Company, it being understood that the related certification may be submitted after the filing, provided that it is within the deadline for the publication of the slate itself.
Shareholders other than those holding, even jointly, a controlling or relatively majority stake must also submit a declaration certifying the absence of connections, as defined by applicable laws, with those shareholders.
The list potentially presented by the Board of Directors must: (i) Be filed and made public in accordance with the applicable regulations governing lists submitted by shareholders, no later than the thirtieth day before the date of the first or sole call of the Shareholders' Meeting. This is subject to the deadlines established by law for filing in the case of subsequent calls, and the list must be made available to the public in compliance with the applicable legal provisions governing lists submitted by shareholders. (ii) Meet, mutatis mutandis, the requirements established for the submission of lists by shareholders.
Each shareholder, as well as shareholders belonging to the same corporate group or adhering to a shareholders' agreement relevant under Article 122 of the TUF,
cannot submit or contribute to the submission of, even indirectly or through a trust company, more than one list. Nor can they vote for different lists. Each voting shareholder is entitled to vote for one list only. The vote of each shareholder will apply to the list as a whole, and therefore to all the candidates it contains, without the possibility of variations or exclusions. Votes cast in violation of this prohibition will not be attributed to any list.
Lists submitted without complying with the aforementioned provisions are considered as not submitted.
The election of directors is carried out in accordance with the following provisions:
If only one slate is submitted, the entire Board of Directors shall be drawn from that slate, provided it obtains the majority required by law for resolutions of the ordinary Shareholders' Meeting, in compliance with the laws and regulations in force from time to time, as well as with the applicable provisions regarding gender balance and the legal and By-law requirements concerning the appointment of independent directors.
If no slate is submitted, or if a single slate is submitted but does not obtain the majority of votes, or if the number of directors elected from the submitted slates is lower than the number of directors to be appointed, or if the full renewal of the Board of Directors is not required, or if, for any reason, it is not possible to appoint the Board of Directors according to the procedures set out in Article 21 of the Bylaws, the members of the Board of Directors shall be appointed by the Shareholders' Meeting using the ordinary procedures and majorities, without applying the slate voting mechanism, without prejudice to the minimum number of directors meeting the independence requirements provided by law and to compliance with the provisions on gender balance mentioned above.
The candidate indicated as Chairperson in the list that received the highest number of votes or in the sole submitted list is elected Chairperson of the Board of Directors. If no candidate is indicated, the Chairperson is appointed by the Shareholders' Meeting through the ordinary legal majorities. If the Chairperson is not appointed by the Shareholders' Meeting during the election of the administrative body, they are elected by the Board of Directors from among its members.
If, during the fiscal year, one or more directors cease to hold office, provided that the majority remains composed of directors appointed by the Shareholders' Meeting, the procedure outlined in Article 2386 of the Italian Civil Code will be followed, as detailed below:
In any case, the Board of Directors and the Shareholders' Meeting shall proceed with appointments in a manner that ensures (i) the presence of a minimum number of independent directors as required by the applicable regulations in force at the time, and (ii) compliance with the applicable regulations on gender balance.
However, the Shareholders' Meeting may decide to reduce the number of Board members to match the number of directors in office for the remaining duration of their term, provided that an adequate number of independent directors is ensured and the applicable regulations on gender balance are respected.
Whenever, for any reason, the majority of directors appointed by the Shareholders' Meeting ceases to hold office, the entire Board of Directors shall be deemed dissolved, and the remaining directors must convene the Shareholders' Meeting to appoint a new Board of Directors using the procedure outlined in Article 21 of the Bylaws as mentioned above.
The Issuer states that it is not subject to any additional legal provisions regarding the appointment and replacement of the Board of Directors.
The Board of Directors has determined, as of the Report Date, not to adopt a succession plan for executive directors, considering the specific structure of the shareholding composition and the current system of delegated powers within the Board of Directors. In this regard, given the structure of the shareholding composition, the Company has the ability to promptly activate the Board of Directors to take appropriate resolutions.
For information regarding the role of the Board of Directors and Board Committees in the processes of self-assessment, appointment, and succession of directors, please refer to paragraph 7 of this Report.
The current Board of Directors of the Issuer is composed of 8 members. All members were appointed by the Ordinary Shareholders' Meeting held on 23 January 2024 through the slate voting mechanism, for the financial years 2024, 2025 and 2026, and in any case until the date of the Shareholders' Meeting called to approve the financial statements as at 30 September 2026.
Since a single slate was submitted by Marco Claudio Grillo—holder of a 17.74% stake in the Company's total share capital—on the occasion of the renewal of corporate offices, all members of the Board of Directors were drawn from that slate, in accordance with the legal majorities required for the ordinary Shareholders' Meeting, as provided for in the Issuer's By-laws. Specifically, the slate was approved by the Shareholders' Meeting with the favourable vote of 18,656,510 shares with voting rights, representing 100% of the share capital present at the Meeting; there were no abstentions or non-voting shares.
On the same date, the Board of Directors appointed Luigi Francesco Gozzini as Chairman of the Board of Directors and Managing Director, and Marco Claudio Grillo as Chief Executive Officer.
The directors in office as of the date of this Report are listed in Table 2 attached hereto, which summarises the following information: (i) year of birth, (ii) length of service since first appointment, (iii) date of appointment and term of office, (iv) title and any independence status, (v) positions held and attendance at meetings of the Board of Directors and its committees. Additional personal and professional details for each director are provided in the accompanying notes).
Born on January 28, 1967, in Bergamo, after earning a degree in Information Sciences from the University of Milan and a Master's in Business Administration from Bocconi University, he worked as an Associate Consultant at McKinsey. He operated in the financial sector, working for the Ministry of Finance, Unicredit, San Paolo di Brescia, and Banca Popolare di Brescia. He participated in the Cariplo-Banco Ambrosiano Veneto merger, which led to the creation of Banca Intesa. From 1993 to 1995, he worked at SGS in Thomson in Bristol and Grenoble, eventually returning to Italy, in Catania, as a Project Manager. He was a founding partner of the airline Gandalf Airline and later focused his activities in the real estate sector, founding the Gruppo Immobiliare T and, more recently, AbitareIn.
Born on September 4, 1968, in Savona, he graduated with honors in Information Sciences from the University of Milan. After working as a programmer analyst at Siemens, in 1994 he contributed to the startup of IUnet, the first Italian ISP for the business sector, later acquired by Olivetti Telemedia. In the following years, he worked for U.S. multinationals in the IT and networking sectors (including DELL), serving as Country Manager for the Italian, Southern European, and Middle Eastern regions. In 2005, he founded Flowinspect, where he also served as CEO, a startup focused on networking and security solutions, which was acquired in 2008 by a leading U.S. security products provider. Following the acquisition of Flowinspect, he was appointed CEO of Emaze Networks S.p.A., a leading company in IT security in Italy, which was later acquired by a German private equity fund. After assisting, as a consultant appointed by the Board of Directors, in the sale of Matrix S.p.A. (part of the Telecom Italia group) to Libero, he turned his focus to the real estate sector and co-founded AbitareIn with his partner Luigi.
Born on June 6, 1988, in Reggio Emilia, she graduated with honors from the Faculty of Law at the Catholic University of the Sacred Heart in Milan, specializing in Business Law with a thesis on Accounting and Corporate Financial Statements. After gaining experience at a notary's office, she joined the legal department of AbitareIn S.p.A. in 2015 and, since the Company's listing on the AIM Italia Market, has served as Investor Relations Officer.
Born in Milan on 24 January 1957, he graduated from L. Bocconi University. Retired since 2024. Since 1992, he has been Associate Professor of Business Administration at the University of Brescia. Since 2018, he has served as Director of the School of Management and Advanced Education at the University of Brescia. From 1992 to 2004, he was Director of the Master of Business Administration at SDA Bocconi. He is the founder of the School of Advanced Education at the University of Brescia, which he directed from 2017 to 2024. He has previously served as a member of the advisory scientific committee of Confindustria for SMEs, as well as on the editorial boards of the management journals Sviluppo & Organizzazione, L'impresa, and Azienda Pubblica (Giuffrè Ed.). He is the author of numerous publications, including in international journals
After earning a law degree in 1973, he began his career in 1978 as an official at the Senate of the Republic. In 1995, he was appointed Undersecretary of State, first at the Ministry of Finance and subsequently at the Treasury. He was elected to the Senate of the Republic in 1996, and again in 2001 and 2006, and to the Chamber of Deputies in 2008. From 2001 to 2006, and again from 2008 to 2010, he served first as Undersecretary and then as Deputy Minister of the Economy, with specific responsibilities for budgetary measures. In December 2010, he was appointed Chairman of Consob, a position he held until December 2017. A registered journalist (giornalista pubblicista), he has held teaching positions at the Universities of Parma and Milan and has authored, among other works, monographs and textbooks for high schools and universities on public spending. He currently serves as an adjunct professor in the Faculty of Economics at Università Cattolica del Sacro Cuore. He is a board member of Officine CST S.p.A., based in Rome; Chairman of Arisk S.r.l., based in Milan; and Chairman of the Advisory Board of Assofintech.
Founder and Managing Partner of the law firm Picchi, Angelini & Associati. Within the firm, she has gained extensive experience in the areas of commercial, industrial, EU, and international trade law. She has assisted numerous Italian companies in their internationalisation processes across various regions of the world. She has been involved in the structuring and negotiation of complex international transactions, including the drafting of related contractual agreements. She coordinates and heads the division responsible for the implementation of Organisation, Management and Control Models pursuant to Legislative Decree 231/01. In this field, she has chaired Supervisory Bodies of various listed and unlisted companies for over a decade. She has a strong interest in issues related to sustainability and corporate social responsibility, and has served for years on the boards of directors of leading listed companies.
Born in Treviso on 19 August 1961, she has been a civil lawyer registered with the Treviso Bar Association since 1989 and with the Italian Supreme Court Bar (Corte di Cassazione) since 2002. She was a founding partner of the law firm BM&A in 1991, where she remained until 2024, when she left to establish the law firm Leofortis. She is an expert in banking law, business crisis law, civil law, and family wealth management, and also works in the field of new technology law. She has maintained long-standing collaborations with numerous credit institutions, including foreign banks—some of which she represents as general legal counsel—handling, among other matters, litigation in the area of financial intermediation. She also collaborates with banking industry associations and companies in the consortium management of banking services. She has been appointed by the Court of Treviso to provide legal assistance to bankruptcy trustees and has managed debt restructuring and composition with creditors for leading commercial companies. She also acts as legal advisor to both domestic and non-resident real estate and securities investment funds. She has been a speaker at numerous conferences on banking law, insolvency law, and asset management and protection, and is the author of publications in these fields. She serves as an arbitrator with the National Arbitration Court and is a member of STEP Italy (Society of Trust and Estate Practitioners). She was awarded the LOY – Litigation Banking Lawyer of the Year award in 2016
Stefano Massarotto is a partner at the tax law firm Facchini Rossi Michelutti. In the past, he headed tax advisory services in Italy for the Private Banking division of a major international banking group. His areas of expertise include personal wealth planning and intergenerational transfer, trust taxation, corporate reorganisations, M&A and structured finance transactions, as well as financial taxation. He is the author of numerous publications on tax matters and is a regular speaker at tax conferences. He serves as an adjunct professor at Bocconi University, Department of Legal Studies, where he teaches postgraduate specialisation courses in taxation. He also holds the position of statutory auditor in various companies
It should be noted that, among the 8 directors elected, 5 directors declared that they meet the independence requirements set out by the applicable laws and regulations, the Company's By-laws, and the Corporate Governance Code.
Information regarding the candidates for the position of Director (including the curriculum vitae outlining each candidate's personal and professional background), as well as the submitted slates, is available on the Company's website at www.abitareinspa.com.
The Board of Directors is therefore composed of both executive and non-executive directors, all of whom possess the appropriate expertise and skills required for their respective roles.
The number and qualifications of the non-executive directors ensure that they have significant influence in the Board's decision-making process and provide effective oversight of management activities.
The number and qualifications of the independent directors are adequate to meet the Company's needs and to ensure the proper functioning of the Board of Directors, as well as the establishment of its committees.
Annex A to this Report lists the positions of director or statutory auditor held by the current Directors of the Company in other companies.
With reference to the provisions of Article 123-bis, paragraph 2, letter d-bis, of the Consolidated Law on Finance (TUF), as introduced by Legislative Decree No. 254/2016—which requires that the Report on Corporate Governance and Ownership Structure provide information on the adoption of diversity policies applied to the composition of corporate bodies—the Company's Board of Directors has not adopted a specific diversity policy regarding the members of its corporate bodies.
With regard to gender diversity, the Issuer complies with Article 147-ter, paragraph 1-ter, of the TUF, pursuant to which the less represented gender must account for at least two-fifths of the elected directors. It should be noted that the rules requiring that the allocation of members of the Board of Directors ensure gender balance, as provided for in Article 147-ter, paragraph 1-ter, of the TUF, have been incorporated into the By-laws and apply as of the first renewal of the administrative body following the start of trading12.
As of the date of this Report, three out of the eight members of the Board of Directors belong to the less represented gender. The current composition of the Board of Directors is compliant with Recommendation No. 8 of Article 2 of the Corporate Governance Code concerning gender balance.
As of the date of this Report, taking into account the Company's structure and size, the qualitative and quantitative composition of the Board of Directors—which ensures adequate diversity in terms of skills, age, experience (including
12 For newly listed companies, it is stipulated that "for the first renewal following the date of commencement of trading," the percentage to be allocated to the less represented gender must be "at least one-fifth" of the elected members. This new provision will apply "starting from the first renewal of the administrative and supervisory bodies of companies listed on regulated markets after the effective date of this law," which came into force on January 1, 2020. For the Company, therefore, it is required that "for the first renewal following the date of commencement of trading," the percentage to be reserved for the less represented gender must be "at least one-fifth" of the elected members, rather than the "at least two-fifths" stipulated by Article 147-ter, paragraph 1-ter, of the TUF.
international), and gender—as well as the ownership structure and the slate voting mechanism set forth in the By-laws, which ensures a transparent appointment process and a balanced composition of the administrative body, the Board of Directors believes that the criteria of diversity in the composition of the administrative and control bodies are met, despite the absence of a formal diversity policy.
Considering that the Company does not qualify as a "large company," the Board of Directors has not deemed it necessary to establish general criteria regarding the maximum number of administrative and supervisory positions in other companies that may be considered compatible with effectively performing the role of director of the Company. This is because the Board has decided it is appropriate to leave such compatibility assessments to the responsibility of the individual directors.
The Company intends to adhere to the recommendations contained in Article 3, Principle XII, of the Corporate Governance Code, which states that each director must ensure they have adequate time availability to diligently fulfill the tasks assigned to them.
All directors have received information enabling them to gain an adequate understanding of the business sector in which the Issuer operates, the company's dynamics and their evolution—also with a view to the company's sustainable success—as well as the principles of sound risk management and the relevant regulatory and self-regulatory framework. This is in compliance with Article 3, Recommendation 12, letter (d), of the Corporate Governance Code.
In accordance with Principle IX of the Corporate Governance Code, the Board of Directors defines rules and procedures for its functioning, particularly to ensure the effective management of board information.
On January 13, 2021, effective from the date the Company's shares began trading on the Euronext Milan market, the Board of Directors, taking into account
Recommendation 11 of the Corporate Governance Code, adopted its own regulations. These regulations are aimed at defining the operating rules of the Board in line with statutory and legal principles, as well as the principles and rules established by the Corporate Governance Code, including procedures for recording meeting minutes.
Specifically, the Bylaws govern, inter alia: (i) the methods and timing for convening Board meetings, including in cases of urgency; (ii) the conditions required for validly holding Board meetings, even without prior formal notice; (iii) the conditions for validly holding Board meetings via video and teleconferencing means; (iv) provisions regarding the chairing of individual meetings, which is typically assumed by the Chairman of the Board of Directors; (v) the constitutive and voting quorums required for the valid formation of the Board and for adopting resolutions on agenda items; and (vi) the appointment of the Board secretary and the procedures for recording the Board's resolutions.
The timeliness and completeness of pre-meeting information are ensured by the Chairman of the Board of Directors, who distributes documentation related to the agenda items to the directors in the days immediately preceding the scheduled Board meeting.
The Chairman of the Board of Directors acts as a liaison between executive and non-executive directors and ensures the effective functioning of Board meetings. With the assistance of the Board Secretary, the Chairman ensures that pre-meeting information and details provided during the meetings are sufficient to allow directors to perform their duties in an informed manner.
Pursuant to the Board of Directors' Regulations, supporting documentation for decisions to be taken—containing any proposed resolutions and information suitable to support the work of the Board of Directors—is made available to the Directors and Statutory Auditors at least two days prior to the scheduled meeting date or, in the case of an urgent convocation, at least the day before the meeting itself, without prejudice to a justified exception granted by the Chair.
During the financial year, the Board of Directors met 22 times. The attendance rate of the Board members at these meetings was as follows: Luigi Francesco Gozzini – 100%; Marco Claudio Grillo – 100%; Eleonora Reni – 100%; Mario Benito Mazzoleni – 100%; Giuseppe Vegas – 95%; Nicla Picchi – 95%; Antonella Lillo – 95%; Stefano Massarotto – 86%. The meetings had an average duration of approximately 65 minutes.
Where necessary or upon request of the Chair or one or more directors, external parties may attend the Board meetings, in particular executives with strategic responsibilities, the Head of the Internal Audit Function, heads of corporate departments, or external consultants, in order to provide in-depth analysis on items on the agenda.
For the current financial year, 15 Board meetings have been scheduled. As of the date of this Report, 3 meetings have been held, including the session on 11 December 2025 for the approval of this Report.
The Shareholders' Meeting is chaired by the Chair of the Board of Directors or, in the event of their absence or waiver, by the Deputy Chair, if appointed, or by a person designated by a majority of the share capital represented at the Meeting.
Pursuant to the By-laws, the Chair of the Board of Directors (i) verifies the proper constitution of the Shareholders' Meeting, confirms the identity and entitlement of those present, directs and oversees the conduct of the Meeting, and verifies and announces the results of the votes (Article 16 of the By-laws); (ii) convenes the Board of Directors (Article 19 of the By-laws); and (iii) has legal representation of the Company (Article 22).
According to the Board Regulations, the Chair is required to promote the effective functioning of the corporate governance system by ensuring a balance of powers among the Company's governing bodies. The Chair also plays a guiding and coordinating role within the Board of Directors in pursuit of the Company's corporate interest.
The Chair is responsible for convening the Board of Directors, setting the agenda, coordinating its activities, and ensuring that adequate information on the items on the agenda is provided to all directors. The Chair also holds the power to propose resolutions to the Board.
The Chair of the Board of Directors serves as a liaison between the executive and non-executive directors and ensures the efficient functioning of the Board's activities. In addition, the Chair ensures proper time management of Board meetings, fostering effective debate and adjusting the length of discussion based on the relevance of the agenda items.
In this context, during the financial year, the Chair (i), in agreement with the Chief Executive Officer, ensured that the Company's managers and those of its parent group companies, responsible for the relevant corporate functions, attended Board meetings—also at the request of individual directors—to provide further insight on the matters under discussion; and (ii) ensured the provision of adequate pre-meeting information and that the information provided during meetings enabled the directors to perform their duties in an informed manner.
In light of the corporate governance model adopted by the Issuer and consistent with the Group's organisational structure as previously described, on 23 January 2024, the Board of Directors appointed Luigi Francesco Gozzini as both Chair of
the Board and Chief Executive Officer. With regard to the granting of managerial powers to the Chair, the Board considers this decision to be aligned with the Issuer's organisational and management needs, particularly with respect to the streamlined functioning of the administrative body.
Pursuant to the Board Regulations and in line with the recommendations of the Corporate Governance Code, the Board appoints a Secretary, who may also be external to the Board, provided they possess adequate expertise and experience in fulfilling the duties associated with the role as defined in the Regulations.
On 13 January 2021, the Board of Directors appointed Director Eleonora Reni as Secretary of the Board of Directors, entrusting her with the responsibilities set out in the Corporate Governance Code.
The Secretary supports the activities of the Chairperson and provides impartial judgment, assistance, and advice to the Board of Directors on all aspects relevant to the proper functioning of the corporate governance system, ensuring that:
Additionally, the Secretary drafts the minutes of each meeting, signs them together with the Chairperson, and ensures the safekeeping of the minutes and corporate records.
Pursuant to Article 18 of the Articles of Association, the Board of Directors may delegate all or part of its powers, in accordance with and within the limits established by Article 2381 of the Italian Civil Code and except for matters listed in paragraph 18.8 of the Articles of Association (as indicated above), to an executive committee composed of some of its members or to one or more of its members, even individually. If one or more executive committees are established, their composition and operational rules are determined by the Board of Directors itself.
The Board of Directors may appoint directors, general managers, agents, or proxies to perform specific acts or categories of acts, determining their powers.
The Board of Directors has delegated specific powers to Luigi Francesco Gozzini (Chairman of the Board of Directors) and Marco Claudio Grillo (Director).
In particular, at the meetings held on 23 January 2024 and 1 April 2025, the Board of Directors approved the following system of delegations and powers:
(vii) Enter into or amend financing agreements for amounts below EUR 1,000,000;
(viii) Organize, negotiate, subscribe to, amend, and terminate insurance contracts, including surety bonds and guarantees, to provide appropriate coverage for all risks associated with Company operations;
(iii) To carry out operations at public and private offices, railway and customs offices, transport and navigation companies, postal and telegraph offices, for any activity involving the release or retrieval of goods, deposits, parcels, packages, valuables, including registered and insured mail, and
to issue relevant receipts and discharge documents in the broadest possible terms;
(xiii) To carry out all factoring operations, whether active or passive, assign receivables, conduct discounting operations, grant collection mandates, and establish guarantees, always limited to the Company's activities;
(xiv) To grant powers of attorney and delegations to other persons, including function heads, to perform specific acts or categories of acts among those listed above, specifying the powers granted;
On 23 January 2024, the Board of Directors also resolved to appoint Marco Claudio Grillo, in his capacity as Chief Executive Officer (the person primarily responsible for the management of the Company), as the officer in charge of establishing and maintaining the internal control and risk management system, with effect from the date the Company's shares begin trading on the Euronext Milan market.
On January 23, 2024, the Shareholders' Meeting elected and appointed Luigi Francesco Gozzini as Chairman of the Board of Directors until the approval of the financial statements as of September 30, 2026.
At the meeting held on 23 January 2024, the Board of Directors, in order to ensure the optimal operational management of the Company, also delegated to the Chair of the Board of Directors, Luigi Francesco Gozzini, the powers set out in the preceding paragraph.
The Chairman of the Board of Directors, Luigi Francesco Gozzini, is not the controlling shareholder of the Issuer.
As of the Date of the Report, the Company has not established an Executive Committee.
Pursuant to Article 19.3 of the Articles of Association, the delegated bodies are required to report to the Board of Directors and the Board of Statutory Auditors at least every three months on the general progress of management, its foreseeable evolution, and on significant transactions carried out by the Company and its subsidiaries in terms of size or characteristics.
The Chief Executive Officer reports to the Board during board meetings on the activities carried out under the delegated authority granted by the Board. Specifically, the Chief Executive Officer provides, on a quarterly basis, information on the activities undertaken and the main transactions carried out by the Company and its subsidiaries, including transactions that do not require prior approval by the Board of Directors.
Apart from the Chairman of the Board of Directors and the Chief Executive Officer, no other director qualifies as an executive director.
The Board of Directors includes 5 out of 8 directors who meet the independence requirements set out in Article 148, paragraph 3, of the Consolidated Law on Finance (TUF), as well as those provided for in the Corporate Governance Code. The independent directors Mario Benito Mazzoleni, Giuseppe Vegas, Antonella Lillo, Stefano Massarotto, and Nicla Picchi were appointed by the Shareholders' Meeting held on 23 January 2024.
The Company considers the current number of independent directors to be adequate to meet its business needs, ensure the effective functioning of the Board, and support the establishment of the relevant internal committees. As of the date
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of this Report, the Chair of the Board of Directors has not been classified as independent.
It should be noted that, on 13 January 2021, the Board of Directors determined that the circumstances that impair, or appear to impair, a director's independence include at least the followin:
The following quantitative and qualitative parameters, as approved by the Board of Directors on November 14, 2023, are to be applied to evaluate the relationships mentioned in points (c) and (d) above:
Relationships of a commercial or financial nature, or professional services involving the director, are also deemed significant—regardless of whether the abovementioned thresholds are exceeded—if, in the financial year in which the independence declaration is made, or in any of the three preceding financial years, such relationships—individually or cumulatively—have a value equal to or exceeding the following amounts:
It should be noted that, for the purposes of the above, relationships held with Relevant Parties by a close family member of the director are also taken into account. "Close family member" refers to: (i) parents, (ii) children, (iii) a spouse not legally separated, and (iv) cohabiting partners.
Additional remuneration is generally deemed significant—and thus capable of impairing the independence of the director—if the total annual consideration arising from such relationships exceeds 50% of the total fixed annual compensation received by the Director for holding the position or for participating in committees.
Even if the quantitative thresholds are not exceeded, a commercial, financial, or professional relationship is still considered "significant" for the purposes of Recommendation 7, first paragraph, letter c) of the Corporate Governance Code, if the Board of Directors deems it capable of compromising the Director's independence and objectivity in carrying out their duties.
Therefore, by way of example, where a Director is also a partner in a professional firm or consulting company, the Board of Directors may consider the professional relationships between that firm and/or company and the Relevant Parties to be "significant" if they:
The significance of the above-mentioned relationships is assessed taking into account the overall professional activity normally carried out by the director, the assignments typically entrusted to them, as well as the potential reputational impact of such relationships within their organisation.
The independence of the aforementioned directors, pursuant to the combined provisions of Articles 147-ter, paragraph 4, and 148, paragraph 3, of the Consolidated Law on Finance (TUF), as well as Article 2 of the Corporate Governance Code—and also in consideration of the statements made by the directors at the time of slate submission—was verified by the Board of Directors upon appointment on 23 January 2024.
The Board of Directors assesses, whenever circumstances relevant to independence arise and, in any case, at least annually, whether the independence requirements are still met by the Independent Directors.
Each non-executive director provides all elements necessary or useful for the Board's assessment, which considers—based on all available information—any circumstance that affects or may appear to affect the director's independence.
At its meeting held on 11 December 2024, the Board of Directors carried out the required annual verifications regarding the independence of each independent director, based also on the information provided by the individuals concerned.
On that occasion, the Board of Directors confirmed that the independent directors continue to meet the requirements to be classified as independent, in accordance with the criteria set forth in Article 147-ter, paragraph 4, of the TUF (which refers to the criteria under Article 148 of the TUF) and those recommended by the Corporate Governance Code. The outcome of these assessments was disclosed to the market by means of a press release issued on the same date.
At that meeting, the Board of Statutory Auditors confirmed that it had carried out all necessary checks on the proper application of the criteria and procedures adopted by the Board of Directors for assessing the independence of its members. The results of such verifications will be disclosed in the Board of Statutory Auditors' report to the Shareholders' Meeting pursuant to Article 153 of the TUF.
At its meeting held on 29 January 2024, the Board of Directors appointed the independent director Mario Benito Mazzoleni as Lead Independent Director, in line with Recommendations 13 and 14 of Article 3 of the Corporate Governance Code. The Lead Independent Director serves as a point of reference and coordination for the contributions and concerns of the non-executive directors, and in particular the independent directors, given that the Chair of the Board of Directors holds significant managerial powers.
The Lead Independent Director coordinates meetings exclusively for Independent Directors.
During the financial year, the Lead Independent Director took part in meetings of the Board of Directors, the Remuneration Committee, and the Control, Risk and Sustainability Committee, acting as a point of reference not only for the non-executive and independent directors, but for all members of the Board.
AbitareIn has developed and consolidated over time a comprehensive set of rules and procedures to ensure the proper management of corporate information, in compliance with applicable regulations governing different types of data.
In particular, the Company has adopted the following procedures: (i) the procedure for the public disclosure of inside information; (ii) the procedure for maintaining the insider list; and (iii) the Internal Dealing procedure, originally adopted by the Board of Directors on 30 March 2016 and subsequently updated on 13 January 2021. The Internal Dealing procedure was most recently amended on 17 September 2024 to reflect the amendments to the Consolidated Law on Finance (TUF) introduced by Article 10 of Law No. 21 of 5 March 2024.
Copies of these procedures are available on the Company's website at www.abitareinspa.com, under the "Corporate Governance" section.
The procedure relating to the disclosure of inside information is intended to govern, in accordance with Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014, as subsequently amended, on market abuse and the related delegated and implementing regulations (the "MAR Regulation"), the management and handling of inside information, as well as the procedures to be followed for its disclosure both within and outside the Company.
The procedure for maintaining the insider list aims to regulate, pursuant to the MAR Regulation, the establishment and management of the list of persons who, by virtue of their work or professional activity or their functions, have access either on a regular or occasional basis—to inside information.
The Internal Dealing procedure governs the disclosure obligations towards Consob, the Issuer, and the public, as well as the conduct requirements related to transactions involving financial instruments issued by the Issuer, carried out by persons discharging managerial responsibilities within the Issuer and by persons closely associated with them (as defined in Article 19 of Regulation (EU) No. 596/2014).
The committees represent subdivisions of the Board of Directors with advisory and propositional functions, aimed at enhancing the operational efficiency and strategic guidance capacity of the Board of Directors.
On January 13, 2021, effective from the commencement date of trading of the Company's shares on the Euronext Milan market, the Board of Directors established, for the first time, the Remuneration Committee, composed of three independent directors.
On September 19, 2022, the Board of Directors established, for the first time, the Control, Risk, and Sustainability Committee.
The distribution of functions among the various committees complies with the provisions of the Corporate Governance Code.
Additionally, in accordance with the Consob Related Party Transactions Regulation and Article 2.1 of the Procedure for Related Party Transactions, since the number of Independent Directors on the Board of Directors exceeds three, the related party committee is specifically appointed by the Board of Directors as needed (see Section 10.0 of this Report).
The Board of Directors does not consider it necessary to establish a Nominations Committee within itself. This is primarily due to the structure and size of the Company, considering its ownership framework and the list voting mechanism provided in the Bylaws, which ensures a transparent nomination process and a balanced composition of the administrative body.
The Board of Directors approved (i) the regulation of the Remuneration Committee on January 13, 2021, and (ii) the regulation of the Control, Risk, and Sustainability Committee on September 19, 2022.
As of the date of this Report, no additional committees beyond those recommended by the Corporate Governance Code have been established.
As of the date of this Report, the Company has not established any additional committees beyond those required by law or recommended by the Corporate Governance Code.
The Board of Directors periodically assesses—at least every three years in view of renewal—the effectiveness of its activities and the contribution of its individual components. The self-assessment addresses the size, composition, and actual functioning of the Board of Directors and its Committees, also considering the role it has played in defining strategies and monitoring management performance and the adequacy of the internal control and risk management system.
In compliance with Principle XIV of the Corporate Governance Code, the Board, based on a dedicated questionnaire divided into various areas of inquiry and with the possibility of expressing comments and proposals, carried out a self-assessment process on the size, composition (including the number and role of independent directors), and functioning of the Board and its committees. The findings were presented during the meeting held on November 14, 2023. The questionnaire was distributed and completed by all Directors.
As a result of the self-assessment, the Board deemed the administrative body suitable to perform its assigned functions under applicable regulations and found that the size, composition, and functioning of the Board and its committees are appropriate for the Issuer's management and organizational needs, also considering the professional and experiential characteristics of its members. The presence of 4 non-executive directors, of which 3 are independent directors, ensures a suitable composition of the committees within the Board. Before the renewal of corporate bodies by the January 23, 2024, Shareholders' Meeting, the outgoing Board of Directors issued its guidance on the composition of the new administrative body. This guidance was made public on November 14, 2023, prior to the publication of the notice of the Shareholders' Meeting convened to deliberate on the renewal of the Board.
Regarding the possibility of engaging an external and independent entity for the administrative body's self-assessment process, the Issuer decided against it, considering its specific characteristics in terms of size and revenue, and the limited size of the administrative body.
The Issuer believes that the current composition of the Board of Directors (appointed on January 23, 2024) aligns with its previous structure, given that 6 of the 8 members of the current Board were part of its previous composition, and the 2
new directors maintain a suitable level of diversity in terms of gender, educational background, and professional profile.
In line with Recommendation 24 of the Corporate Governance Code, the Company—being classified as a "small" company—has decided not to adopt a succession plan for the Chief Executive Officer and executive directors in the event of early termination of their duties, nor has it implemented procedures for the succession of top management.
The Board of Directors does not deem it necessary to establish a Nomination Committee within its structure, primarily due to the Company's structure and size, the nature of its ownership, and the list voting mechanism provided in the Articles of Association, which ensures a transparent nomination process and a balanced composition of the administrative body.
Information regarding the remuneration of Directors and executives with strategic responsibilities, including those required under Article 123-bis, paragraph 1, letter i) of the TUF, is contained in the Remuneration Policy and Report on Remuneration Paid. This document, prepared pursuant to Articles 123-ter of the TUF and 84-quater of the Consob Issuers' Regulation and in compliance with the recommendations of the Corporate Governance Code, is publicly available on the Company's website at www.abitareinspa.com, under the "Corporate Governance" section, and through other methods prescribed by current regulations.
On January 13, 2021, effective from the date of the Company's shares being listed on the Euronext Milan market, the Board of Directors established, for the first time, an internal Remuneration Committee composed of three independent directors.
As appointed by the Board of Directors on January 23, 2024, the committee consists of independent directors Antonella Lillo, Mario Benito Mazzoleni, and Nicla Picchi.
No director participates in the meetings of the Remuneration Committee when proposals related to their remuneration are discussed.
The Remuneration Committee is chaired by Antonella Lillo.
All three members of the Remuneration Committee possess adequate knowledge and experience in financial or remuneration policies, as assessed by the Board of Directors at the time of their appointment.
The chairperson ensures the coordination of the committee's activities, and all meetings are properly minuted.
During the financial year, the Remuneration Committee met 3 times. The attendance rate at these meetings by the members of the Remuneration Committee was as follows: Antonella Lillo – 100%, Mario Benito Mazzoleni – 100%, and Nicla Picchi – 100%. The meetings of the Remuneration Committee had an average duration of approximately 1 hour.
For the current financial year, 2 meetings of the Remuneration Committee are scheduled.
The Remuneration Committee serves as a consultative and advisory body with the primary responsibility of making proposals to the Board of Directors regarding the remuneration policy for directors and executives with strategic responsibilities.
The establishment of this committee ensures the utmost transparency and information regarding the compensation of the CEO and executive directors with specific duties, as well as the criteria used to determine such compensation.
It is understood, however, that in accordance with Article 2389, paragraph 3 of the Civil Code, the Remuneration Committee only has a proposal-making role, while the authority to determine the remuneration of directors holding specific
roles rests solely with the Board of Directors, subject to the opinion of the Board of Statutory Auditors.
The Remuneration Committee is entrusted with the following tasks:
The composition, duties, and functioning of the Remuneration Committee are governed by the committee's regulations, approved by the Board of Directors on January 13, 2021.
In performing its functions, the members of the Remuneration Committee are authorized to access the information and company functions necessary to carry out their duties and may rely on external consultants, within the limits of the budget approved by the Board of Directors. If the Remuneration Committee engages an external consultant to obtain information on market practices regarding remuneration policies, it must first verify that the consultant is free from conditions that could compromise their independence of judgment.
Al Comitato per la Remunerazione è stato destinato un apposito budget da parte del Consiglio di Amministrazione.
The risk management system must not be considered separately from the internal control system in relation to the financial reporting process; both constitute elements of the same system and are aimed at ensuring the reliability, accuracy, trustworthiness, and timeliness of financial reporting.
The ICRMS of the Issuer and its controlled companies consists of the set of rules, procedures, and organizational structures designed to effectively and efficiently identify, measure, manage, and monitor the principal risks that could compromise the ability to implement strategies and achieve corporate objectives. The Head of the Internal Audit Function is tasked with verifying the functionality, adequacy, and consistency of the ICRMS with the established guidelines.
Furthermore, the ICRMS ensures the safeguarding of corporate assets, the efficiency and effectiveness of business operations, the reliability of financial reporting, compliance with laws and regulations, as well as the corporate bylaws and internal procedures, all to safeguard sound and efficient management.
The ICRMS also includes.
The key references on which AbitareIn's ICRMS is based are:
The ICRMS involves the following entities, each according to their respective competencies:
The Chief Executive Officer: Responsible for identifying the main business risks and periodically presenting them to the Board of Directors. The CEO implements the guidelines established by the Board and reports to the Risk Control and Sustainability Committee on any issues or criticalities identified in their activities or brought to their attention;
The Head of the Internal Audit Function: Verifies the functionality, adequacy, and consistency of the internal control and risk management system with the established guidelines;
The ICRMS, in compliance with applicable regulations, the Corporate Governance Code, and aligned with internal frameworks and national and international best practices, is based on the following principles:
The Risk Management System is a component of the ICRMS, implemented by the Board of Directors and the Chief Executive Officer, aimed at identifying, measuring, managing, and monitoring the Group's primary risks. It also determines the compatibility of these risks with business management aligned with identified strategic objectives.
The company has established the foundations for implementing and developing a unified and integrated Risk Management system with the Group's business processes, systematically analyzing, evaluating, managing, and monitoring risks within the organization.
Main Objectives of the Risk Management System:
• Ensure proper management and continuous monitoring of risks by the risk owners, guiding the implementation of necessary solutions to mitigate risks.
On December 13, 2023, the Board of Directors, with support from the Risk Control and Sustainability Committee, approved the work plan prepared by the Head of Internal Audit, in consultation with the control body and the Chief Executive Officer (the "Audit Plan").
On July 12, 2022, the Board of Directors, also acting as the Risk Control Committee, approved the Enterprise Risk Management ("ERM") model. The annual update of the ERM was conducted during the fiscal year.
The ERM aims to integrate risk management activities into the processes and culture of the organization, following a gradual implementation approach and continuous improvement of the process itself.
In line with the principles outlined by the Co.So Framework, the Issuer manages its Risk Management process through four key phases:
During the fiscal year, the company updated its risk assessment, focusing on specific risks deemed worthy of further investigation, which led to subsequent phases of the Risk Management process. The data analysis facilitated the identification, evaluation, and prioritization of risks. Activities included interviews with management and functional heads, helping identify risks with the highest likelihood and/or economic impact on the company's operations. From this analysis, the company identified its "Top Risks".
The internal control and risk management system encompasses financial reporting as an integral component. It is governed by organizational procedures and policies designed to ensure compliance with the company's general control principles, such as proper segregation of duties and an effective system of delegations and powers. These controls are aligned with established reference models and are periodically evaluated and reviewed to minimize business risks.
This system consists of procedures and internal tools adopted to ensure the reliability, accuracy, and timeliness of financial reporting. For processes specifically related to financial reporting, the involved parties include the Board of Directors, the Chief Executive Officer, the Risk Control and Sustainability Committee, the Head of Internal Audit, and the manager responsible for preparing the company's accounting documents.
On January 13, 2021, the Board of Directors, also acting as the Risk Control Committee, approved a specific memorandum on the company's management control and reporting system, with the favorable opinion of the Board of Statutory Auditors.
On January 23, 2024, the Board of Directors appointed Marco Claudio Grillo as Chief Executive Officer, responsible for establishing and maintaining the internal control and risk management system, effective from the date the Company's shares began trading on the Euronext Milan market.
The Chief Executive Officer (CEO) is tasked with:
Key Activities Initiated by the CEO During the Fiscal Year:
The CEO, in the exercise of their duties, has not encountered significant criticalities requiring the attention of the Board of Directors or the Risk Control and Sustainability Committee (once established). Regular updates are provided to ensure stakeholders are informed about developments in this area.
On September 19, 2022, the Board of Directors established, for the first time, the Risk Control and Sustainability Committee (referred to as the "Risk Control and Sustainability Committee"), composed of three non-executive directors, two of whom are independent.
The Risk Control and Sustainability Committee, as appointed by the Board of Directors on January 23, 2024, is composed of two independent directors, Stefano Massarotto and Nicla Picchi, along with non-executive director Eleonora Reni.
The Chair of the Board of Statutory Auditors attends the meetings of the Control, Risk and Sustainability Committee and may designate another standing auditor to attend in their place; the other standing auditors may also attend these meetings. The Head of the Audit Function also generally takes part in the meetings. The Chair of the Committee may, on a case-by-case basis and with reference to specific items on the agenda, invite other members of the Board of Directors, as well as representatives of corporate functions or third parties whose presence may assist in the effective performance of the Committee's duties.
The Chair of the Risk Control and Sustainability Committee is the independent director Nicla Picchi. Meetings of the Committee are presided over by the Chair, or, in their absence or inability to attend, by the oldest member by age.
During the financial year, the Control, Risk and Sustainability Committee met 5 times. The attendance rate of all committee members at these meetings was 100%. For the current financial year, 5 meetings of the Control, Risk and Sustainability Committee are scheduled, one of which was already held on 9 December 2026, as of the date of this Report.
The Risk Control and Sustainability Committee is responsible for supporting, through adequate preparatory activities of a propositional and consultative nature, the assessments and decisions of the Board of Directors regarding the internal control and risk management system, as well as those related to the approval of periodic financial reports.
In this regard, the Risk Control and Sustainability Committee provides its preliminary opinion to the Board of Directors on the following:
(c) on an annual basis, regarding the adequacy of the internal control and risk management system concerning the company's characteristics and the risk profile assumed, as well as its effectiveness;
(d) on an annual basis, regarding the work plan prepared by the Head of the Audit Function, after consulting with the Board of Statutory Auditors and the Chief Executive Officer;
In assisting the Board of Directors, the Committee is also tasked with assessing the proper application of accounting standards and their consistency for consolidated financial statements, after consulting the Executive Officer responsible for preparing the company's accounting documents, the external auditing firm, and the Board of Statutory Auditors:
The Risk Control and Sustainability Committee may request the Audit Function to conduct audits on specific operational areas, simultaneously notifying the Chair of the Board of Statutory Auditors.
Additionally, the Committee supports the Board of Directors in sustainability-related evaluations and decisions:
(a) In this capacity, it acts as a supporting and consultative body to the Board in sustainability matters, encompassing processes, initiatives, and activities
The Committee has the right to access the information and corporate functions necessary for performing its duties and may utilize external consultants at the company's expense, within the budget approved by the Board of Directors.
The Chair of the Risk Control and Sustainability Committee reports to the Board of Directors at the first available meeting regarding the Committee's activities.
The composition, responsibilities, and functioning of the Risk Control and Sustainability Committee are governed by the Committee's regulations, approved by the Board of Directors on September 19, 2022.
During the fiscal year, the Committee contributed to drafting the sustainability report:
• It contributed to drafting the corporate governance report with reference to the internal control and risk management system.
On January 13, 2021, with effect from the commencement of trading of the Company's shares on the Euronext Milan market, the Board of Directors established the Internal Audit function, tasked with verifying the functionality and adequacy of the internal control and risk management system. The Board of Directors determined the remuneration of the Head of the Internal Audit function in line with company policies and ensured the allocation of adequate resources to fulfill the responsibilities of the role.
The Board appointed Dr. Cesare Mileto as the Head of the Internal Audit function, in accordance with Article 6, Recommendation 33 of the Corporate Governance Code.
The responsibilities of the Head of Internal Audit include:
The Head of the Internal Audit function does not oversee any operational areas, reports hierarchically to the Board of Directors, and has direct access to all information necessary for the role.
In line with Recommendation 36 of the Corporate Governance Code, the Head of Internal Audit has:
• Verified, continuously and as required, the operation and adequacy of the internal control and risk management system through an audit plan approved by the Board of Directors, based on a structured process of risk analysis and prioritization.
During the fiscal year, the Internal Audit function undertook and was involved in the following activities:
During the financial year, the Head of the Internal Audit Function had access to adequate financial resources to carry out the planned audit activities.
The Company has adopted and effectively implements an Organizational, Management, and Control Model pursuant to Legislative Decree 231/2001, which serves as an organizational and managerial tool aimed at preventing employees and collaborators of the Company from committing predicate offenses that establish the administrative liability of entities as outlined in Legislative Decree 231 (the "231 Model").
The tasks of overseeing the functioning, compliance, effectiveness, and updating of the 231 Model have been assigned by the Company to a collegial supervisory body composed of three members (the "Supervisory Body").
On 13 February 2024, the Board of Directors resolved to update the 231 Model to incorporate the regulatory changes introduced by Decree Law No. 105/2023, as converted with amendments by Law No. 137/2023 (commonly referred to as the "Justice Decree").
It should also be noted that the Company has implemented an Anti-Corruption Management System in accordance with the international standard UNI ISO 37001:2016, whose safeguards are integrated with those of the Organisation, Management and Control Model pursuant to Legislative Decree 231/2001
The Supervisory Body is vested with autonomous powers of initiative and control, as provided for by the Decree.
During the financial year, the Supervisory Body met 5 times.
The 231 Model is regularly updated and monitored, with particular attention to the prevention of predicate offences and risk assessment, in light of new regulatory developments.
The Company has extended the adoption of the 231 Model to its subsidiaries.
The 231 Model consists of a General Section (which also governs the functioning of the Supervisory Body), a Special Section, a Code of Ethics, a Disciplinary System, and a Risk Mapping with an annexed Risk Analysis Report. More specifically, the Special Section describes the preventive protocols aimed at preventing predicate offences across the various business areas.
The 231 Model is available on the Company's website at www.abitareinspa.com.
The Code of Ethics has also been updated to incorporate new regulatory developments and align with relevant best practices.
The Supervisory Body is tasked with overseeing the implementation and compliance of the Organization, Management, and Control Model (the "Model") adopted pursuant to Legislative Decree 231/2001. Established on January 27, 2020, the Supervisory Body operates with full autonomy and control powers as required by law.
The Board of Directors of Abitare In S.p.A. appoints the members of the Supervisory Body by resolution, also designating the Chair from among them. The members of the Supervisory Body are selected from individuals with specific qualifications and expertise in areas relevant to the Decree, in order to ensure appropriate competence in accounting, risk assessment, auditing, and legal matters.
The Supervisory Body comprises three members, two of whom are external to the company and one internal. The current members are:
The members of the Supervisory Body, Angelo Marano and Federico Schneble, were confirmed by the Board of Directors on 13 December 2023 for a further three-year term (i.e., until the approval of the financial statements as of 30 September 2026), while member Emiliano Ventura was appointed by the Board of Directors on 11 December 2024 and will remain in office until the approval of the financial statements as of 30 September 2026.
The Board of Directors resolved to continue assigning the functions of the Supervisory Body to the aforementioned members, taking into account their personal and professional qualifications, the experience of certain members, their tenure, and their in-depth knowledge of the Company and the Group.
On December 23, 2020, in preparation for the transition of the Company's shares from the Euronext Growth Milan (formerly AIM Italia) market to the Euronext Milan market and the Company's subsequent designation as a public interest entity under Article 16 of Legislative Decree 39/2010, the Ordinary Shareholders' Meeting resolved to appoint BDO Italia S.p.A. as the statutory auditor for the financial years 2021–2029. BDO Italia S.p.A. is headquartered in Milan at Viale Abruzzi 94 and is registered under VAT and business registry number 07722780697, REA number MI-1977842..
Pursuant to Article 30 of the Articles of Association, the Board of Directors appoints the officer responsible for preparing the company's accounting documents (the "Responsible Officer") under Article 154-bis of the Italian Consolidated Financial Act (TUF), following the opinion of the Board of Statutory Auditors.
The Responsible Officer must possess professional qualifications and at least three years of significant experience in administration, control, management, or consulting roles within listed companies or entities of comparable size and relevance. Honorability requirements in line with statutory auditor regulations are also mandatory.
On January 13, 2021, the Board of Directors, after verifying the fulfillment of statutory requirements and following the Statutory Auditors' opinion, appointed Cristiano Contini as the Responsible Officer under Article 154-bis of the TUF, effective from the start of trading on the Euronext Milan market.
As required by law, the Responsible Officer ensures the adequacy of the internal control system for financial reporting. Responsibilities include developing administrative and accounting procedures to ensure reliable control over financial documentation and certifying their implementation through statements attached to annual and interim financial reports.
Specifically, the Responsible Officer:
As of the Report Date, the Company's Board of Directors has not appointed any additional internal control and risk management officers beyond those described so far.
On January 13, 2021, the Board of Directors, with the favorable opinion of the Board of Statutory Auditors, approved a specific memorandum on the Company's management control and reporting system (see Section 9 of this Report), which also regulates the coordination methods among the various parties involved in the control system.
Regular annual meetings are scheduled among the participants in the internal control and risk management system, including the Board of Directors, Chief Executive Officer, Risk and Sustainability Control Committee, the Head of the Internal Audit function, the Officer Responsible for preparing the company's accounting documents, and any other corporate roles and functions with specific responsibilities in internal control and risk management, as well as the Board of Statutory Auditors. These meetings aim to verify, within their respective duties and responsibilities, the adequacy, effectiveness, and actual functioning of the internal control and risk management system.
On March 31, 2016, the Board of Directors adopted a procedure to identify transactions with related parties and to ensure transparency and both substantive and procedural fairness of such transactions (the "Procedure for Related Party Transactions"). On January 13, 2021, the Board of Directors approved an updated Procedure for Related Party Transactions, incorporating amendments to the Related Party Transactions Regulation introduced by Consob Resolution No. 21624 of December 10, 2020, effective from the start of the Company's shares trading on the Euronext Milan market.
This procedure is available to the public on the Company's website, www.abitareinspa.com.
Specifically, according to the procedure, a related party transaction is defined as "a transfer of resources, services, or obligations between a company and a related party, regardless of whether consideration has been agreed," as defined under the international accounting standards adopted pursuant to the procedure set forth in Article 6 of Regulation (EC) No. 1606/2002 (the "Related Party Transactions" or "RPTs")..
Before the approval of Related Party Transactions (RPTs) subject to the rules of the Related Party Regulation, a specially constituted committee must issue a reasoned, non-binding opinion on the Company's interest in carrying out the transaction, as well as on the convenience and substantive fairness of the related terms.
The related party transactions committee is composed of at least three independent directors (the "RPT Committee"), who, with respect to each RPT, must also be unrelated directors, subject to the following provisions. If the number of independent directors on the Board of Directors is: (i) greater than three, the RPT Committee is appointed ad hoc by the Board of Directors for each case; (ii) equal to three, the RPT Committee is automatically composed of those independent directors, and no specific resolution of appointment by the Board of Directors is necessary; (iii) fewer than three, the resolutions on the RPT procedure or its amendments are approved following the favorable opinion of the independent directors in office or, in their absence, by the Board of Statutory Auditors, with the option of appointing an independent expert. The position of chairman of the RPT Committee is held by the independent director who has also been appointed lead independent director by the Board of Directors. In the absence of a lead independent director, the RPT Committee will elect its chairman by a simple majority vote.
As of the date of this Report, except as indicated above with reference to the Related Party Transactions Procedure, the Board has not adopted specific operational measures to facilitate the identification and appropriate management of situations in which a director has an interest on their own behalf or on behalf of third parties, considering that Board decisions are made with adequate transparency and following thorough discussion, which allows for the assessment of any potential conflicts of interest or joint interests.
During the financial year, the Related Party Transactions Committee (OPC Committee) met twice, in its capacity as Remuneration Committee, as further detailed below. For the current financial year, two meetings of the OPC Committee are scheduled.
As a "smaller company" pursuant to Article 3, paragraph 1, letter f) of the Related Parties Regulation, the Company, in accordance with Article 10 of the Related Parties Regulation, exercises the option to apply the procedure established for less significant Related Party Transactions to more significant Related Party Transactions, as outlined below and contained in Article 5 of the Procedure. The Company's Board of Directors or the competent delegated body approves Related Party Transactions, subject to the non-binding reasoned opinion of the Related Party Transactions Committee (OPC Committee) regarding the Company's interest in completing the transaction, as well as the appropriateness and substantive fairness of its conditions.
As a "smaller company" pursuant to Article 3, paragraph 1, letter f) of the Related Party Regulation, the Company avails itself, in accordance with Article 10 of the Related Party Regulation, of the option to apply the procedure established for less significant Related Party Transactions (RPTs) to those deemed more significant. This procedure is outlined in Article 5 of the RPT Procedure. The Board of Directors or the competent delegated body of the Company approves the RPTs after obtaining a reasoned, non-binding opinion from the RPT Committee regarding the Company's interest in completing the transaction, as well as its convenience and substantive fairness. To enable the RPT Committee to provide its reasoned opinion, the responsible function, as outlined in the RPT Procedure, must provide the RPT Committee with complete, updated, and adequate written information regarding the specific RPT well in advance. Specifically, this information must include details such as the identification of the related party, the nature of the relationship, the object of the RPT, its execution terms, and the economic conditions of the RPT, including its value. Additionally, the information must address how the economic terms were determined and assess their consistency with market values for similar transactions. The rationale and underlying interests for the RPT must also be provided, along with any critical elements or potential risks associated with executing the transaction, particularly considering any exercise of management and coordination activities over the counterparty by the Company.
The RPT Committee must issue its opinion before the final approval of the RPT by the Board of Directors, if it is within the Board's purview, or by the Shareholders' Meeting, if the transaction falls within its competence.
If, in the case of a significant RPT, the proposed resolution to be submitted to the Shareholders' Meeting is approved despite a contrary opinion from the RPT Committee, the transaction cannot proceed if the majority of non-related shareholders present at the meeting, representing at least 10% of the share capital, votes against the transaction, without prejudice to Articles 2368, 2369, and 2373 of the Italian Civil Code.
The RPT Procedure permits framework resolutions that allow the Company, either directly or through its subsidiaries, to undertake series of homogeneous transactions with specific categories of related parties identified by the Board of Directors on a case-by-case basis. Framework resolutions are valid for no longer than one year and must clearly specify the transactions covered by the resolutions, the anticipated maximum amount for the transactions during the reference period, and the justification for the conditions established for such transactions.
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The appointment and replacement of the members of the Board of Statutory Auditors are governed by Article 24 of the Articles of Association, which stipulates the following.
The Board of Statutory Auditors consists of three standing auditors and two alternates, who serve a term of three fiscal years and remain in office until the date of the Shareholders' Meeting convened to approve the financial statements for the third fiscal year of their term, with the powers and obligations established by law. Individuals who are subject to the conditions outlined in Article 2399 of the Italian Civil Code may not be appointed as auditors, and, if appointed, they will lose their position. Auditors must meet the requirements of integrity, professionalism, independence, and the limits on holding concurrent positions as prescribed by the applicable laws and regulations in force at the time.
Auditors are appointed by the Shareholders' Meeting based on lists submitted by shareholders, following the procedures outlined below, subject to any different or additional provisions established by mandatory legal or regulatory provisions in force at the time.
Shareholders holding, individually or jointly, a number of shares equal to at least the percentage established by Consob at the time of the submission of the list may present a list for the appointment of auditors. As of the Reporting Date, this percentage for the Company is set at 4.5% of the share capital, as indicated in Consob Determination No. 117 of October 15, 2024, pursuant to applicable laws and regulations (Articles 144-quater and 144-sexies of Consob Resolution No. 11971 of May 14, 1999). The ownership of the minimum shareholding is determined based on the shares registered in the shareholder's name on the day the list is deposited with the Company, with the understanding that the related certification may be provided after the deposit, provided it is submitted within the timeframe established for the publication of the list.
The lists must be filed with the Company within the deadlines prescribed by the applicable laws and regulations in force at the time, as indicated in the notice of meeting. They may be submitted either at the Company's registered office or via remote communication methods, as specified in the notice of meeting. The lists are made available to the public in accordance with the terms and procedures established by the applicable laws and regulations in force.
If, by the deadline for submitting the lists, only one list has been filed, or if only lists presented by shareholders who are deemed to be connected under applicable laws and regulations in force have been submitted, additional lists may be presented. These must be filed by the third day following the original deadline and may be submitted by shareholders who, individually or jointly, hold at least half of the minimum shareholding required by the Articles of Association.
Each list must (i) include the names of one or more candidates for the position of standing auditor and one or more candidates for the position of alternate auditor, listed in each section ("standing auditors" section and "alternate auditors" section) with a progressive number. The total number of candidates must not exceed the number of members to be elected and (ii) if the list contains three or more candidates overall, it must ensure compliance with laws and regulations concerning gender balance for both the standing and alternate auditors. If the application of the gender balance criterion does not result in an integer number, it must be rounded up to the nearest whole number, except in the case where the audit body consists of three standing auditors, for which rounding down to the nearest whole number is required.
Together with and at the same time as each list, the following documents must be submitted: (i) information regarding the identity of the shareholders who submitted the list, including the percentage of total shareholding they collectively hold; (ii) a declaration from shareholders other than those holding, either individually or jointly, a controlling or relatively significant shareholding, certifying the absence of any connections with the latter as per the current regulatory requirements; (iii) a curriculum vitae providing comprehensive details about the personal and professional qualifications of the candidates, along with a declaration from the candidates confirming they meet the legal requirements, acceptance of the candidacy, and a list of administration and control positions they currently hold in other companies; (iv) any additional or different declarations, information, and/or documents required by applicable laws and regulations.
Each shareholder, as well as shareholders belonging to the same corporate group or adhering to a shareholders' agreement significant under Article 122 of the TUF, may not submit or contribute to the submission of, either directly or through an intermediary or trust company, more than one list, nor may they vote for different lists.
Each candidate may only appear on one list; otherwise, they will be deemed ineligible.
Lists submitted without complying with the above requirements will be considered as not submitted.
If two or more lists are presented, the lists are voted on, and the Board of Statutory Auditors is formed in accordance with the following provisions:
If only one list is submitted, the Shareholders' Meeting votes on it, and if it receives the majority of votes, the three statutory auditors and two alternates indicated in the list as candidates for those positions are elected, in compliance with the applicable legal and regulatory provisions in force, including those regarding gender balance.
If no lists are submitted, or if it is not possible for any reason to appoint the Board of Statutory Auditors in accordance with the procedures provided in the Bylaws, the three statutory auditors and two alternates are appointed by the Shareholders' Meeting with the ordinary majorities required by law, in accordance with the applicable legal and regulatory provisions in force, including those on gender balance. This includes rounding up to the next whole number if the application of the gender distribution criteria does not result in an integer.
In the event of termination from office of a statutory auditor, for any reason, and subject to compliance with the applicable legal and regulatory provisions in force regarding gender balance, the following procedures apply (i) if a statutory auditor elected from the Majority List leaves office, the alternate auditor elected from the Majority List takes over, (ii) if the Minority Auditor, who also serves as President of the Board, leaves office, the alternate auditor from the Minority List takes over and assumes the role of President. If it is not possible to proceed in the above manner for any reason, the Shareholders' Meeting must be convened to integrate the Board of Statutory Auditors using ordinary procedures and majorities, without applying the list voting mechanism, while ensuring compliance with the applicable legal and regulatory provisions in force regarding gender balance.
At the time of appointment, the ordinary Shareholders' Meeting also determines the remuneration to be paid to the statutory auditors.
The Board of Statutory Auditors, as of the Date of the Report, is composed of 5 members (3 statutory auditors and 2 alternate auditors). It was appointed at the Shareholders' Meeting on January 23, 2024, and will remain in office until the Shareholders' Meeting convened for the approval of the financial statements as of September 30, 2026.
Since a single slate was submitted by Marco Claudio Grillo—holder of a 17.74% stake in the Company's total share capital—on the occasion of the renewal of corporate offices, all members of the Board of Statutory Auditors were elected from that slate, in accordance with the statutory majorities required for an ordinary shareholders' meeting, as provided by the Issuer's By-laws. Specifically, the slate was approved by the Shareholders' Meeting with the favourable vote of 18,645,958 shares with voting rights, representing 99.94% of the share capital present at the Meeting, with 10,505 abstentions and no votes against or non-voting shares.
During the financial year, the sitting Board of Statutory Auditors met 12 times. The average duration of these meetings was 7.7 hours, and the attendance rate of the members was as follows: Ivano Passoni – 100%; Matteo Ceravolo – 100%; and Elena Angela Maria Valenti – 100%. For the current financial year, 8 meetings have been scheduled, of which 2 have already taken place. The Board of Statutory Auditors positively verified the independence of its members, based on the criteria set out in Article 2 of the Corporate Governance Code. In particular, at the meeting held on 2 December 2025, applying all the independence criteria applicable to directors as set out in the Corporate Governance Code and approved by the Board of Directors, it carried out an assessment confirming that each member met and continued to meet the independence requirements
The members of the Board of Statutory Auditors in office as of the date of this Report are listed in Table 3 attached hereto (which summarises information regarding: year of birth, length of service since first appointment, date of appointment and term of office, role and independence status, offices held, and attendance at meetings of the Board of Directors and its committees), as well as in the following notes (which describe the personal and professional background of each statutory auditor).
Born in Monza on 27 June 1966, he holds a degree in Economics and Business, and is a Chartered Accountant and Statutory Auditor. He has been practising in Milan and Monza since 1991, gaining significant experience in corporate, domestic and international taxation matters, as well as in management control and business valuation. He has served, and continues to serve, on boards of directors, boards of statutory auditors, and supervisory bodies of both privately held companies and entities subject to public oversight. He also participates in conferences and seminars and is registered in the national register of business crisis resolution experts.
Born in Milan on October 25, 1966, she graduated in Business Administration with a specialization in "Liberal Profession" from Bocconi University in Milan. A Chartered Accountant and Statutory Auditor since 1993, she has gained significant experience in tax consulting for multinational groups, collaborating with leading international firms such as Studio Associato Legale e Tributario (part of the Ernst & Young network), where she trained professionally for sixteen years, Studio Tributario e Societario (Deloitte), Studio Associato Servizi Professionali Integrati (Fieldfisher), and Ecovis Stlex Studio Legale e Tributario (Ecovis). She is an expert in international taxation for individuals and in tax and social security issues related to internationally mobile employees. She also holds positions as a Statutory Auditor in prominent corporations.
Born in Città di Castello (PG) on May 11, 1974, he graduated in Business Administration from the Catholic University of the Sacred Heart in Milan in 1998. Between 1999 and 2001, Matteo worked at KPMG as a Senior Auditor in the Audit and Transaction Service department. In 2001, he was awarded a scholarship for the MBA in Corporate Finance at SDA Bocconi. A Chartered Accountant and Statutory Auditor since 2002, he worked at Banca Intesa Sanpaolo – Merchant Banking – as a Private Equity Associate until 2004. Since 2004, he has been an Investment Manager at AVM Italia, the Italian management company for the Absolute Ventures private equity fund. Matteo is also a Senior Investment Manager at Pegasus Finance, the Italian management company for the Abacus Invest private equity fund, and since 2004, he has been a partner at Pigreco Corporate Finance S.r.l., a company active in the alternative investments sector.
Graduated in Business Administration from Luigi Bocconi University in Milan with a thesis in business strategy titled "Crisis and Recovery of an Industrial Company." She practices independently as a Chartered Accountant and Statutory Auditor, having been registered since 1990 with the Monza and Brianza Order of Chartered Accountants and Accounting Experts under no. 488/A, since 1992 with the Statutory Auditors Register under no. 9003, and since 2016 with the list of Crisis Composition Managers held by the Order of Chartered Accountants of Monza and Brianza.
Her primary activities include company administration, business and corporate consultancy, technical consulting, statutory audits, tax litigation, bankruptcy administration, judicial custodianship, delegated judicial sales, judicial liquidations, corporate restructuring, accounting audits, inheritance, and donations.
Born in Milan on January 20, 1961, he graduated in Business Administration with a focus on "liberal professions" from Luigi Bocconi Commercial University in Milan. A Chartered Accountant since 1988, he has worked in business valuation and consulting on tax, bankruptcy, and corporate matters, with a particular focus on extraordinary transactions such as mergers, demergers, and contributions. He has gained significant experience in insolvency and real estate enforcement procedures, having served as a bankruptcy trustee since 1991 and as a sales delegate for the Milan Court since 2007. He is a member of the National Commission of Chartered Accountants for the study of arbitration and frequently serves as a speaker at conferences on international arbitration.
In Annex B to this Report, the positions held by the current Statutory Auditors of the Company as directors or auditors in other companies are listed. The members of the Board of Statutory Auditors are domiciled for their roles at the registered office of the Issuer.
All members of the Board possess the independence requirements set forth in Article 148, paragraph 3, of the TUF and Article 2 of the Corporate Governance Code. Specifically, the auditors are not engaged in self-employed or subordinate work, or other financial or professional relationships with the Issuer. On January 23, 2024, the Board of Directors confirmed the independence of the Board of Statutory Auditors' members in compliance with Article 2 of the Corporate Governance Code, based on the information provided by each auditor.
All members of the Board of Statutory Auditors also meet the requirements of integrity and professionalism mandated by Article 148 of the TUF and the implementing regulation adopted by the Ministry of Justice, no. 162/2000 (published in Official Gazette no. 141 of 19.06.2000). Based on information disclosed by the individuals involved and that available to the Issuer, none of the Board members have held positions or continuously performed activities or services for the Issuer directly or indirectly over the last three years.
Furthermore, as of the date of this Report, no member of the Board of Statutory Auditors exceeds the limits on the accumulation of administrative and control positions stipulated by Article 144-terdecies of the Consob Issuers' Regulation and Article 148-bis of the TUF.
The Board of Statutory Auditors performs the tasks, activities, and powers mandated by law. It must meet at least every ninety days. Meetings may be called at the initiative of any auditor. The Board is validly constituted with the majority of its members present and resolves with the absolute majority of those present..
The Board of Statutory Auditors has periodically obtained information from the Directors regarding the overall management performance, foreseeable developments, and activities undertaken, including significant economic, financial, and asset transactions carried out during the fiscal year, even by subsidiaries. It has verified compliance with legal and constitutional provisions, ensuring that these actions were not manifestly imprudent, reckless, potentially conflicting with interests, contrary to shareholder resolutions, or detrimental to the integrity of the corporate assets.
During meetings of the Board of Directors, which the Board of Statutory Auditors attends, adequate educational updates are provided on the evolution of the company's business and regulatory framework by both the Chairperson and the Chief Executive Officer, in line with Article 3, Recommendation 12, letter d) of the Corporate Governance Code (see paragraph 4.2.4 of this Report regarding the induction program).
It is noted that the Board of Statutory Auditors, in carrying out its activities, has also coordinated with the Head of the Internal Audit Function and the appointed external auditing firm.
Regarding gender diversity, the Issuer complies with Article 148, paragraph 1-bis, of the TUF, which requires that the less represented gender must hold at least one-fifth of the standing members of the Board of Statutory Auditors. These rules, which mandate that the composition of the Board of Statutory Auditors must ensure gender balance in accordance with Article 148, paragraph 1-bis, of the TUF, have been incorporated into the Company's bylaws and apply from the first renewal of the Board of Statutory Auditors following the commencement of trading.
As of the date of this Report, two out of five members of the Board of Statutory Auditors belong to the less represented gender. The composition of the Board complies with the requirements of Recommendation 8 of Article 2 of the Corporate Governance Code concerning gender balance.
In accordance with Article 123-bis, paragraph 2, letter d-bis, of the TUF, introduced by Legislative Decree No. 254/2016, which requires reporting on the adoption of diversity policies regarding the composition of corporate bodies, the Company's Board of Directors has not adopted a formal diversity policy for the members of corporate bodies.
The Board of Statutory Auditors verified the independence of its members with a positive outcome, based on the criteria set out in Article 2 of the Corporate Governance Code.
In particular, at its meeting held on 2 December 2025, it carried out the assessment of its members' independence by applying all the criteria established for directors under the Corporate Governance Code and approved by the Board of Directors, confirming that each member met and continued to meet the relevant independence requirements.
In compliance with Rule Q.1.1, "Self-assessment of the Board of Statutory Auditors," from the Rules of Conduct for the Boards of Statutory Auditors of listed companies, the Corporate Governance Code, and applicable regulations, the Board assessed the suitability of its members and its composition concerning professionalism, competence, integrity, and independence requirements. In their declarations of candidacy and acceptance of the role, all members of the Board confirmed (i) the absence of causes for ineligibility, forfeiture, or incompatibility; (ii) possession of all legally and statutorily required integrity, independence, and professionalism criteria for serving as a statutory auditor of a listed company; (iii) compliance with limits on administrative and control positions established by current regulations; and (iv) their commitment to promptly inform the Company, its Board of Directors, and other members of the Board of Statutory Auditors of any changes to these declarations or any subsequent causes for disqualification. For initiatives undertaken by the Chair of the Board of Directors to provide the statutory auditors with adequate knowledge of the sector in which the Issuer operates, refer to the earlier sections of this Report.
The remuneration of statutory auditors is commensurate with the required commitment, the importance of their roles, and the size and sector characteristics of the Company.
For detailed information on the remuneration of statutory auditors, refer to the "Report on the Remuneration Policy and Compensation Paid," available on the Company's website, www.abitareinspa.com, in the "Investor Relations/Shareholders' Meetings" section.
In accordance with Article 6, Recommendation 37, of the Corporate Governance Code, the Issuer requires that any auditor who has an interest in a specific transaction of the Company, either on their own behalf or for a third party, must promptly and thoroughly inform the other members of the Board and the Chair of the Board of Directors about the nature, terms, origin, and extent of their interest.
Since the admission of its shares to trading on the Euronext Growth Milan market (formerly AIM Italia), the Issuer has established a dedicated section on its website, easily identifiable and accessible, called "Investors." This section provides information about the Issuer that is relevant to its shareholders, enabling them to exercise their rights in an informed manner. Within this section, there is also a subsection titled "Corporate Governance," which contains extensive documentation.
Regarding the dissemination and storage of regulated information pursuant to Article 113 of the TUF, the Company utilizes an SDIR circuit and a storage mechanism.
The Company appointed Eleonora Reni as Investor Relations Manager on March 31, 2016; this appointment was further confirmed by the Board of Directors on December 10, 2020. The Investor Relations function of the Company manages relations with investors, ensuring accurate, continuous, and comprehensive communication.
The Issuer has consistently sought to provide timely and easy access to information of importance to its shareholders, including by publishing such information on its website. The Company has deemed it unnecessary to adopt a shareholder meeting regulation, considering the size of the Issuer.
In compliance with the principles outlined in the Corporate Governance Code, the Issuer promotes dialogue with shareholders and other stakeholders relevant to the Company.
The Shareholders' Meeting serves as an opportunity for dialogue between shareholders and the Board of Directors, and as a platform for providing shareholders with information about the Company, in accordance with applicable regulations.
On October 24, 2023, the Board of Directors approved a policy for managing dialogue with shareholders and investors. This document aims to establish and maintain a consistent and ongoing relationship with shareholders, potential investors, and key stakeholders of the Company. It fosters active listening and dialogue based on principles of fairness and transparency, while respecting applicable national and European regulations, particularly those ensuring equal treatment of shareholders in identical situations and rules on market abuse.
Below are the key provisions of the Articles of Association governing the ordinary and extraordinary meetings of the Issuer. For further details, please refer to the Articles of Association.
The ordinary and extraordinary Shareholders' Meetings deliberate on matters reserved to them by law and the Articles of Association.
The delegation of certain resolutions, as allowed by the Articles of Association, to the administrative body does not nullify the primary competence of the Shareholders' Meeting, which retains the authority to deliberate on such matters. In the event of a conflict between the resolutions of the Shareholders' Meeting and those of the administrative body, the former prevails.
The Shareholders' Meeting is convened, within the legal deadlines, by a notice published on the Company's website and through other methods prescribed by applicable legal and regulatory provisions. The meeting may also be held outside the registered office, provided it takes place within Italy.
The ordinary Shareholders' Meeting must be convened by the administrative body at least once a year, within 120 days of the end of the financial year or, in cases provided for by Article 2364, paragraph 2, of the Italian Civil Code, within 180 days, unless otherwise specified by current legal provisions.
Both ordinary and extraordinary Shareholders' Meetings are held in a single call, pursuant to Article 2369, paragraph 1, of the Italian Civil Code. However, the Board of Directors may decide, if deemed appropriate and expressly indicated in the notice of meeting, that the ordinary meeting be held in two calls and the extraordinary meeting in two or three calls, applying the respective majorities established by the current applicable laws and regulations for each case.
The right to attend and vote at the Shareholders' Meeting is governed by the provisions of current laws and regulations.
Those entitled to vote may attend the Shareholders' Meeting if the Company receives a specific communication from the intermediary authorized to keep accounts in accordance with the law, based on the evidence of its accounting records as of the end of the trading day on the seventh open market day prior to the date set for the meeting in a single call, and provided that the communication is received by the Company within the legal deadlines.
Each shareholder entitled to attend may be represented by another person through a written proxy, delivered to the proxy holder via fax, email, or other methods specified in the notice of meeting, provided the authenticity of the proxy is ensured.
The proxy may be granted for a single meeting, with validity for subsequent calls as well.
The Shareholders' Meeting, whether ordinary or extraordinary, may be held with attendees located in multiple places, either contiguous or distant, connected by audio/video link, provided that the collegial method, the principles of good faith, and the equal treatment of shareholders are observed. Specifically, this arrangement is permitted if:
The Company may designate, for each Shareholders' Meeting, as indicated in the notice of convocation, an individual to whom shareholders may grant proxies with voting instructions on all or some of the proposals on the agenda, in accordance with the terms and methods provided by law.
The Meeting is chaired by the Chairperson of the Board of Directors or, in their absence or inability to act, by the Vice Chairperson if appointed, or by a person designated by the majority of the share capital represented at the Meeting.
The Meeting appoints a secretary, who may not necessarily be a shareholder, and, if necessary, one or more tellers, who may also not be shareholders. The Chairperson of the Meeting is responsible for confirming its proper constitution, verifying the identity and entitlements of attendees, directing and regulating the proceedings, and ascertaining and announcing the voting results. The proceedings of the Meeting are recorded in minutes drafted by the secretary and signed by the secretary and the Chairperson. In cases prescribed by law, or when deemed appropriate by the administrative body or the Chairperson of the Meeting, the minutes are prepared by a Notary. In such cases, the assistance of a secretary is not required.
The ordinary and extraordinary Shareholders' Meetings are constituted in accordance with the law and pass resolutions by the majorities provided by law.
As specified in Article 8 of the Bylaws, each share entitles the holder to one vote. The Bylaws do not provide for multiple voting shares or mechanisms for increased voting rights.
The Board of Directors has not established specific rules for the conduct of Shareholders' Meetings. The proceedings follow the applicable legal provisions, ensuring the proper conduct of the Meeting and allowing each shareholder to exercise their rights, including the right to speak on the matters under discussion.
During the fiscal year, the Shareholders' Meeting convened on January 23, 2024, and August 5, 2024, with the participation of all the Company's Directors (Lillo and Massarotto from their first appointment) and all Effective Auditors.
As of the Date of this Report, no additional corporate governance practices have been adopted beyond those indicated in this Report.
No changes have occurred since the end of the fiscal year.
With regard to the letter dated 17 December 2024 from the Chair of the Corporate Governance Committee addressed to the chairpersons of the boards of directors of Italian listed companies, the Board of Directors and the Board of Statutory Auditors of Abitare In have considered the recommendations contained in the annual communication, as well as the provisions of the Corporate Governance Code.
Among the topics addressed in the recommendations on which the relevant corporate bodies have expressed their views, the following are noted:
With respect to the suggestion under item (i), it is confirmed that the Board of Directors reviews and approves the business plan prepared by the Chief Executive Officer, with the support of the Managing Director Luigi Francesco Gozzini and the Chief Financial Officer. Furthermore, it is noted that the business plan is developed and evaluated by the Board of Directors based on the long-term strategy defined by the Board itself.
With respect to point (i), in accordance with Recommendation 11, the Company has set deadlines for the distribution of information to the Board of Directors, as described in Paragraph 4.4 of this Report. During the financial year, the Company did not deviate from the timeframes provided in the Board Regulations.
With respect to point (ii), regarding the remuneration policy, the Company applies Recommendation 27 of the Code. In particular, the Company provides for both short- and long-term variable incentives linked to predetermined and measurable performance objectives, as described in Section I of the Remuneration Report, to which reference is made. It should also be noted that, as stated in Section I of the Remuneration Report, the Company may, in exceptional cases, decide to award any bonuses and/or extraordinary emoluments, subject to compliance with the related party transaction procedure (where applicable).
With respect to point (iii), in line with Recommendation 4 of the Code, the Company has already indicated in previous reports that it considers the granting of managerial powers to the Chair to be in response to legitimate organisational needs of the Issuer, related to the streamlined operation of the Company's Board of Directors, also taking into account its size.
Milan, December 11, 2025
The Chairman of the Board of Directors
Luigi Francesco Gozzini
TABLE 1: Information on Ownership Structures as of [date]
| No. OF SHARES |
% OF SHARE CAPITAL |
LISTED (SPECIFY MARKETS) / NOT LISTED | RIGHTS AND OBLIGATIONS |
||
|---|---|---|---|---|---|
| URE | Ordinary Shares | 26,614,959 | 100% | Euronext Milan - Euronext STAR Milan segment - managed by Borsa Italiana S.p.A. |
See paragraph 2.0, letter a) |
| TRUCT | Multiple Voting Shares | - | - | - | - |
| ITAL S | Shares with Limited Voting Rights | - | - | - | - |
| CAP | Shares without Voting Rights | - | - | - | - |
| Other | - | - | - | - |
| rt to s) |
LISTED (SPECIFY MARKETS) / NOT LISTED |
No. OF INSTRUMENTS OUTSTANDING | CATEGORY OF SHARES FOR CONVERSION/EXERCISE | No. OF SHARES FOR CONVERSION/EXERCISE | |
|---|---|---|---|---|---|
| (Granting the righ newly issued share |
Convertible Bonds | - | - | - | |
| INSTRUMENTS subscribe to I | Warrants | - | - | - | - |
| DECLARANT | DIRECT SHAREHOLDER | % SHARE OF ORDINARY CAPITAL | % SHARE OF VOTING CAPITAL |
|---|---|---|---|
| Luigi Francesco Gozzini | Luigi Francesco Gozzini | 22.61% | 22.61% |
| Marco Claudio Grillo | Marco Claudio Grillo | 17.81% | 17.81% |
| Gaudenzio Roveda | Gaudenzio Roveda | 10.45% | 10.45% |
TABLE 2: Structure of the Board of Directors at the End of the Financial Year
| BOARD | OF DIRECTORS | 5 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Name | Year of Birth |
Date of First Appointment(*) |
In Office Since |
In Office Until |
List (Submitters) (**) |
List (M/m) (***) |
Exec. | Non- Exec. |
Indep. Code |
Indep. TUF | No. Other Positions (****) |
Participation (*) |
| Chairperson & CEO |
Luigi Francesco Gozzini |
1967 | 19/11/2015 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | 0 | 22/22 | ||||
| CEO | Marco Claudio Grillo |
1968 | 19/11/2015 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | 2 | 22/22 | ||||
| Director | Eleonora Reni | 1988 | 23/12/2020 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | 0 | 22/22 | ||||
| Director o |
Mario Benito Mazzoleni |
1957 | 17/12/2015 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | Х | Х | 2 | 22/22 | ||
| Director | Giuseppe Vegas |
1951 | 29/01/2020 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | Х | Х | 1 | 21/22 | ||
| Director | Nicla Picchi | 1960 | 23/12/2020 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | Х | Х | 1 | 21/22 | ||
| Director | Antonella Lillo | 1961 | 23/01/2024 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | Х | Х | 4 | 21/22 | ||
| Director | Stefano Massarotto |
1971 | 23/01/2024 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | Х | Х | 10 | 19/22 | ||
| Directors Who Resigned During the Year Director |
Number of meetings held during the reporting period: 19
Quorum required for the submission of minority lists for the election of one or more members (pursuant to Art. 147-ter of TUF): 4.5%
The following symbols must be included in the "Position" column:
(****) This column indicates the number of positions as director or statutory auditor held by the individual in other listed companies or companies of significant size. In the Corporate Governance Report, these positions are detailed in full.
(*****) This column indicates the participation of directors in BoD meetings (indicating the number of meetings attended versus the total number of meetings they could have attended; e.g., 6/8; 8/8, etc.).
TABLE 3: Structure of Board Committees as of the End of the Fiscal Year
| BOD/POSITION | EXECUTIVE COMMITTEE |
RELATED PARTIES COMMITTEE (OPC) |
RISK AND SUSTAINABILITY CONTROL COMMITTE |
REMUNERATION COMMITTEE |
NOMINATIONS COMMITTEE |
OTHER COMMITTEE |
COMMITTEE | OTHER | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position/Role | Members | (*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) |
| Chairperson and CEO | Luigi Francesco Gozzini | ||||||||||||||
| CEO | Marco Claudio Grillo | ||||||||||||||
| Non-executive and non-independent director |
Eleonora Reni | 6/6 | M | ||||||||||||
| Independent director | Mario Benito Mazzoleni | 2/2 | M | n.a. | 2/2 | M | |||||||||
| Independent director | Giuseppe Vegas | n.a. | M | n.a. | n.a. | ||||||||||
| Independent director | Nicla Picchi | 3/3 | P | 6/6 | P | 2/2 | M | ||||||||
| Independent director | Antonella Lillo | 3/3 | M | n.a. | 2/2 | P | |||||||||
| Independent director | Stefano Massarotto | 1/1 | M | 6/6 | M | n.a. | |||||||||
| DIRECTORS WHO LEFT DURING THE FISCAL YEAR | |||||||||||||||
| Directors who left during the fiscal year | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| NON-BOARD MEMBERS, IF ANY | |||||||||||||||
| Non-Director Members | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Meetings held during the fiscal year: | 0 | 6 | 2 |
(*) This column indicates the participation of directors in committee meetings (e.g., the number of meetings attended compared to the total number of meetings they could have attended, such as 6/8 or 8/8).
(**) This column indicates the role of the director within the committee: "P" for President; "M" for Member.
TABLE 4: Structure of the Board of Statutory Auditors as of the end of the fiscal year
| Position | Members | Year of Date of First In Office From Birth Appointment (*) | In Office Until | List (M/M) (**) |
INDEP. CODE |
Attendance at Board Meetings (***) |
No. of Other Appointments (****) |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| President | Ivano Passoni | 1966 | 19/11/2015 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | 12/12 | 18 | ||
| Statutory Auditor |
Elena Angela Maria Valenti |
1966 | 23/01/2024 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | 12/12 | 4 | ||
| Statutory Auditor |
Matteo Ceravolo | 1974 | 19/11/2015 | 23/01/2024/2020 | Approval of financial statements at 30/09/2026 | М | Х | 12/12 | 16 | ||
| Alternate Auditor |
Fanny Butera | 1962 | 23/12/2020 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Χ | 0/12 | 7 | ||
| Alternate Auditor |
Marco Dorizzi | 1961 | 23/01/2024 | 23/01/2024 | Approval of financial statements at 30/09/2026 | М | Х | 0/12 | 13 | ||
| AUDITORS WHO LEFT OFFICE DURING THE FISCAL YEAR | |||||||||||
| - | - | - | - | - | - | - | - | - | - |
Number of meetings held during the fiscal year: 12
Quorum required for the presentation of lists by minority shareholders for the election of one or more members (pursuant to Article 148 of the TUF): 4.5%
(*) The date of the first appointment of each auditor refers to the date when the auditor was first appointed (in any capacity) to the board of statutory auditors of the issuer.
(**) This column indicates the list from which each auditor was drawn ("M" for majority list; "m" for minority list).
(***) This column indicates the participation of auditors in meetings of the board of statutory auditors (e.g., the number of meetings attended compared to the total number of meetings they could have attended, such as 6/8 or 8/8).
(****) This column indicates the number of positions held as director or auditor by the individual, pursuant to Article 148-bis of the TUF and the relevant implementing provisions contained in the Consob Issuers' Regulations. The full list of positions is published by Consob on its website pursuant to Article 144-quinquiesdecies of the Consob Issuers' Regulations. The Board was appointed on January 23, 2024, during which Auditors Passoni and Ceravolo were confirmed, and Valenti was newly appointed.
Below is information regarding the management and control positions currently held, as of the Date of this Report, by each member of the Board of Directors in other Group companies, as well as in other companies listed on regulated markets, including foreign ones, and in financial, banking, insurance companies, or companies of significant size.
| NAME AND SURNAME | COMPANY | POSITION |
|---|---|---|
| Luigi Francesco Gozzini | Abitare Development 3 S.r.l. |
Sole Administrator |
| MyCity S.r.l. | Sole Administrator | |
| Lambrate Twin Palace S.r.l. | Sole Administrator | |
| Abitare Development 4 S.r.l. | Sole Administrator | |
| Abitare Development 6 S.r.l. | Sole Administrator | |
| Savona105 S.r.l. | Sole Administrator | |
| Smartcity SIINQ S.r.l. | Sole Administrator | |
| Housenow S.r.l. | Sole Administrator | |
| TheUnits S.r.l. | Sole Administrator | |
| Deametra SIINQ S.r.l. | Sole Administrator | |
| Accursio S.r.l. | Sole Administrator | |
| CityNow S.r.l. | Sole Administrator | |
| New Tacito s.r.l. | Sole Administrator | |
| Edimi S.r.l. | Sole Administrator | |
| Just Home S.r.l. | Sole Administrator | |
| Marco Claudio Grillo | Tecma Solutions S.p.A. | Director |
| Creare S.r.l. | Sole Administrator | |
| Abitare In Maggiolina S.r.l. | Sole Administrator | |
| Milano City Village S.r.l. | Sole Administrator | |
| Ziro S.r.l. | Sole Administrator | |
| Trilogy Towers S.r.l. | Sole Administrator | |
| Homizy SIIQ S.p.A. | Chairman of the Board |
| Mivivi S.r.l. | Sole Administrator | |||
|---|---|---|---|---|
| Abitare In Development 5 S.r.l. | Sole Administrator | |||
| GMC Holding S.r.l. | Sole Administrator | |||
| Porta Naviglio Grande S.r.l. | Sole Administrator | |||
| Hommi S.r.l. | Sole Administrator | |||
| Volaplana S.r.l. | Sole Administrator | |||
| Hub32 S.r.l. | Sole Administrator | |||
| Mytime S.r.l. | Sole Administrator | |||
| Nicla Picchi | Copan S.p.A. | Statutory Auditor | ||
| Giuseppe Vegas | Reway S.p.A. | Director | ||
| Mario Mazzoleni | Gruppo Fonderia di Torbole | Director | ||
| Itap S.p.A. | Independent Director | |||
| Antonella Lillo | IWB Italian Wine Brands | Board Member | ||
| Nexi Payments S.p.A. | Member of the Board of Directors | |||
| Nexi S.p.A. | Member of the Board of Directors | |||
| Piovan S.p.A | Board Member | |||
| Latteria Montello S.p.A. | Statutory Auditor | |||
| Stefano Massarotto | B4IFUND SIS S.p.A. a capitale fisso | Independent Director | ||
| Gridspertise S.r.l. | President of the Audit Board | |||
| 360 Capital Italia SICAF S.p.A. | President of the Audit Board | |||
| Kedrion Holding S.p.A. | Statutory Auditor | |||
| Kedrion S.p.A. | Statutory Auditor | |||
| Beauty Holding S.p.A. | Statutory Auditor | |||
| Maticmind S.p.A. | Statutory Auditor | |||
| Tangerine HoldCo S.p.A. | Statutory Auditor | |||
| Facile.it S.p.A. | Statutory Auditor | |||
| Facile.it Broker di Assicurazioni S.p.A. | Statutory Auditor | |||
Below is information regarding the positions of director or auditor currently held by the statutory auditors of the Company.
| NAME AND SURNAME | COMPANY | POSITION |
|---|---|---|
| Ivano Passoni | I.R.E. S.r.l. | Sole Administrator |
| Compagnia dei Beni Stabili S.r.l. | Chairman of the Board | |
| Corioni S.r.l. | President of the Audit Board | |
| Epipoli S.p.A. | Statutory Auditor | |
| EPIPOLI BIDCO S.P.A. | Statutory Auditor | |
| EPIPOLI MIDCO S.P.A. | Statutory Auditor | |
| Ambrogio Moro S.p.A. | President of the Audit Board | |
| Altea S.p.A. | Director | |
| Consulting Team S.r.l. | Director | |
| Candy Hoover Group S.r.l. | Statutory Auditor | |
| Candy S.p.A. | Statutory Auditor | |
| Ellisse S.r.l. | Director | |
| Mirai S.p.A. | President of the Audit Board | |
| MMC Milano S.r.l. | Sole Administrator | |
| Arco Factor S.p.A. | Statutory Auditor | |
| I.P.A. Industria Porcellane S.p.A. | Statutory Auditor | |
| Mplus Cosmetics S.r.l. | Statutory Auditor | |
| Talent Garden S.p.A. | Statutory Auditor | |
| Talent Garden Med S.r.l. | Statutory Auditor | |
| Elena Valenti | Jakil S.p.A. | Statutory Auditor |
| Ruffini Partecipazioni Holding S.p.A. | Statutory Auditor | |
| Double R S.r.l. | Statutory Auditor | |
| TEKO S.r.l. | Legal Auditor | |
| Tavolara S.r.l. | Legal Auditor | |
| Matteo Ceravolo | Pigreco Corporate Finance S.r.l. | Administrator/Partner |
| Foodness S.p.A. | Administrator/Partner |
|---|---|
| Red Tractor S.r.l. | Administrator/Partner |
| Pigreco Consulting S.r.l | Administrator/Partner |
| Pigreco Investment S.r.l. | Administrator/Partner |
| Pigreco Industrial S.r.l. | Administrator/Partner |
| Net consulting Cube S.r.l. | Administrator |
| First For Progress S.p.A. | Statutory Auditor |
| First Capital S.p.A. | Statutory Auditor |
| F.A S.p.A. | Board Observer |
| Maniva S.p.A | Statutory Auditor |
| Jointek S.r.l. | Statutory Auditor |
| TCH S.r.l. | Statutory Auditor |
| Easten star S.r.l. | Sole Auditor |
| Consonni & Co S.r.l. | Sole Auditor |
| First Sicav S.p.A. | Statutory Auditor |
| Homizy SIIQ S.p.A. | Statutory Auditor |
AS AT 30 SEPTEMBER 2025
| Notes | 30.09 2025 |
Related parties |
30.09 2024 |
Related parties |
|
|---|---|---|---|---|---|
| Property, plant and equipment | 1 | 61,994,085 | 34,839,678 | ||
| Intangible assets | 2 | 1,765,978 | 2,044,663 | ||
| Financial activities | - | 25,541 | |||
| Equity investments in other companies | 3 | 1,288,294 | 1,167,212 | 21,537 | |
| Non-current financial receivables | - | 3,473,867 | 3,473,867 | ||
| Deferred tax assets | 4 | 3,808,132 | 2,688,291 | ||
| TOTAL NON-CURRENT ASSETS | 68,856,489 | 44,239,252 | |||
| Inventory | 5 | 260,699,958 | 219,495,910 | ||
| Financial assets carried at fair value | 6 | 3,004,692 | 9,317,621 | ||
| Trade receivables | 7 | 4,124,892 | 2,256,864 | 953,572 | |
| Other current assets | 8 | 18,824,578 | 12,439,109 | ||
| Current tax assets | 9 | 8,486,607 | 6,390,027 | ||
| Cash and cash equivalents | 10 | 4,900,576 | 13,776,733 | ||
| TOTAL CURRENT ASSETS | 300,041,303 | 263,676,264 | |||
| TOTAL ASSETS | 368,897,792 | 307,915,516 | |||
| Share capital | 133,075 | 133,075 | |||
| Reserves | 46,480,798 | 46,482,693 | |||
| Profit (loss) carried forward | 60,668,696 | 54,939,996 | |||
| Profit (loss) for the year | 384,038 | 5,781,382 | |||
| EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT | 107,666,607 | 107,337,146 | |||
| Profit and reserves attributable to non-controlling interests | 3,391,396 | 3,627,911 | |||
| EQUITY | 11 | 111,058,003 | 110,965,057 | ||
| Non-current financial liabilities | 12 | 105,190,031 | 95,827,647 | ||
| Employee benefits | 13 | 379,231 | 324,858 | ||
| Other non-current liabilities | 14;24 | 630,938 | 531,645 | 563,609 | 428,731 |
| Customer down payments and deposits | 15 | 37,671,461 | 53,609,002 | ||
| Deferred tax liabilities | 4 | 5,914,876 | 6,166,206 | ||
| TOTAL NON-CURRENT LIABILITIES | 149,786,537 | 156,491,322 | |||
| Current financial liabilities | 12 | 53,499,662 | 16,382,080 | ||
| Trade payables | 16;24 | 29,552,365 | 90,091 | 13,130,472 | 65,545 |
| Other current liabilities | 17;24 | 12,555,763 | 1,344,250 | 10,241,339 | 1,333,110 |
| Customer down payments and deposits | 15 | 11,284,762 | 154,000 | ||
| Current tax liabilities | 18 | 1,160,700 | 551,246 | ||
| TOTAL CURRENT LIABILITIES | 108,053,252 | 40,459,137 | |||
| TOTAL LIABILITIES | 257,839,789 | 196,950,459 | |||
| TOTAL LIABILITIES AND EQUITY | 368,897,792 | 307,915,516 |
| Notes | 30.09 2025 |
Related parties |
30.09 2024 |
Related parties |
|
|---|---|---|---|---|---|
| Revenue from sales | 19.1 | 30,575,520 | 16,310,677 | ||
| Change in inventory for progress of works | 19.2 | 30,704,048 | 45,656,180 | ||
| Change in inventory for new sites purchased | 19.3 | 10,500,000 | 2,690,254 | ||
| Other revenue | 19.4;2 4 |
32,783,459 | 115,858 | 10,116,500 | 671,333 |
| TOTAL REVENUE | 19 | 104,563,027 | 74,773,611 | ||
| Property purchased for redevelopment for sale | 20.1 | 10,500,000 | 2,690,254 | ||
| Raw materials, consumables, supplies and goods |
50,525 | 101,792 | |||
| Services | 20.2;2 4 |
74,914,306 | 1,442,977 | 47,960,697 | 1,744,518 |
| Rentals and similar | 20.3 | 1,113,484 | 182,180 | ||
| Personnel expenses | 20.4;2 4 |
3,660,748 | 160,000 | 3,965,186 | 170,000 |
| Depreciation/Amortisation | 20.5 | 1,163,524 | 1,270,301 | ||
| Impairment losses and provisions | 20.6;2 4 |
99,893 | 99,893 | 363,265 | 83,265 |
| Other operating expenses | 20.7 | 3,145,474 | 2,804,740 | ||
| TOTAL OPERATING EXPENSES | 20 | 94,647,954 | 59,338,415 | ||
| EBIT | 9,915,073 | 15,435,196 | |||
| Financial income | 21;24 | 581,663 | 128,958 | 3,022,272 | 261,139 |
| Financial expenses | 21;24 | (8,727,902) | (35,844) | (8,317,002) | |
| EBT | 1,768,834 | 10,140,466 | |||
| Income taxes | 22 | (1,591,493) | (4,516,754) | ||
| PROFIT (LOSS) FOR THE YEAR | 177,341 | 5,623,712 | |||
| Of which: | |||||
| Net profit (loss) attributable to non controlling interests |
(206,697) | (157,670) | |||
| Net profit (loss) attributable to the owners of the Parent |
384,038 | 5,781,382 |
<-- PDF CHUNK SEPARATOR -->
| Notes | 30.09 2025 |
30.09 2024 |
|
|---|---|---|---|
| Profit (loss) for the year | 177,341 | 5,623,712 | |
| Other comprehensive income | |||
| That will not be subsequently reclassified in profit or loss for the year | |||
| Employee benefits | (12,535) | (12,325) | |
| Tax effect | 3,008 | 2,958 | |
| Total | (9,527) | (9,367) | |
| That will be subsequently reclassified in profit or loss for the year | |||
| Hedging instruments | 10,044 | (293,881) | |
| Tax effect | (2,412) | 70,532 | |
| Total | 7,632 | (223,349) | |
| Total change in OCI reserve | (1,895) | (232,716) | |
| Comprehensive income for the period | 175,446 | 5,390,996 | |
| Of which: | |||
| Net profit (loss) attributable to non-controlling interests | (206,697) | (157,670) | |
| Net profit (loss) attributable to the owners of the Parent | 382,143 | 5,548,666 | |
| Earnings per share | 23 | 0.01 | 0.21 |
| Diluted earnings per share | 23 | 0.01 | 0.20 |
| Share capital |
Share premium reserve |
Legal reserve |
Stock grant reserve | FTA reserve |
Treasury stock reserve |
Consolidation reserve | OCI reserve | Profit from previous years | Profit for the year |
Total | Equity attributable to non-controlling interests | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity at 1 October 2023 | 133,004 4 | 1,080,488 | 39,651 | 4,401,853 | 280,589 ( | 1,115,515) | 5,876,568 | 149,696 | 30,710,405 | 24,289,540 | 105,846,279 | 3,808,130 | 109,654,409 |
| Profit (loss) for the year | 5,781,382 | 5,781,382 | (157,670) | 5,623,712 | |||||||||
| Actuarial valuation of TFR | (9,367) | (9,367) | (9,367) | ||||||||||
| Hedging derivates valuation | (223,349) | (223,349) | (223,349) | ||||||||||
| Purchase of own shares | (3,997,850) | (3,997,850) | (3,997,850) | ||||||||||
| Change in consolidation scope | (59,949) | (59,949) | (22,549) | (82,498) | |||||||||
| Stock grant plan | 71 | 67,767 | (67,838) | - | _ | ||||||||
| Allocation of the profit for the year | 24,289,540 | (24,289,540) | - | - | |||||||||
| Equity at 30 September 2024 |
133,075 4 | 1,148,255 | 39,651 | 4,334,015 | 280,589 ( | 5,113,365) | 5,876,568 | (83,020) | 54,939,996 | 5,781,382 | 107,337,146 | 3,627,911 | 110,965,057 |
| Share capital |
Share premium reserve |
Legal reserve |
Stock grant reserve |
FTA reserve |
Treasury stock reserve |
Consolidation reserve |
()(I reserve | Profit from previous years | Profit for the year |
Total | Equity attributable to non-controlling interests | Total | |
| Equity at 1 October 2024 | 133,075 4 | 1,148,255 | 39,651 | 4,334,015 | 280,589 ( | 5,113,365) | 5,876,568 | (83,020) | 54,939,996 | 5,781,382 | 107,337,146 | 3,627,911 | 110,965,057 |
| Profit (loss) for the year | 384,038 | 384,038 | (206,697) | 177,341 | |||||||||
| Actuarial valuation of TFR | (9,527) | (9,527) | (9,527) | ||||||||||
| Hedging derivatives valuation | 7,632 | 7,632 | 7,632 | ||||||||||
| Change in | (52,682) | (52,682) | (29,818) | (82,500) | |||||||||
| consolidation scope Allocation of the profit for the year | 5,781,382 | (5,781,382) | - | - | |||||||||
| Equity at 30 September 2025 |
133,075 4 | 1,148,255 | 39,651 | 4,334,015 | 280,589 ( | 5,113,365) | 5,876,568 | (84,915) | 60,668,696 | 384,038 | 107,666,607 | 3,391,396 | 111,058,003 |
| 30.09 2025 |
30.09 2024 |
|
|---|---|---|
| Operating activities | ||
| Profit (loss) for the year | 177,341 | 5,623,712 |
| Income taxes | 1,591,493 | 4,516,754 |
| Financial income | (581,663) | (3,022,272) |
| Financial expenses | 8,727,902 | 8,317,002 |
| (Capital gains)/losses from asset disposals | - | - |
| Net accruals to provisions | 229,989 | 515,723 |
| Accrual to stock grant reserve | - | - |
| Impairment and depreciation/amortisation of property, plant and | ||
| equipment and intangible assets | 1,163,524 | 1,270,301 |
| Cash flows before changes in net working capital | 11,308,586 | 17,221,220 |
| Decrease/(increase) in inventory | (41,204,048) | (49,709,596) |
| Increase/(decrease) in trade payables | 17,086,495 | 5,969,333 |
| Decrease/(increase) in trade receivables | (2,532,631) | (1,448,563) |
| Change in other current/non-current assets and liabilities | (13,156,546) | 17,982,057 |
| Net financial income/expenses collected/paid | (7,628,981) | (5,768,047) |
| Taxes paid | (184,777) | (8,333,712) |
| Use of provisions | (110,840) | (248,282) |
| Cash flows from (used in) operating activities (A) | (36,422,742) | (24,335,590) |
| Investing activities | ||
| Investments in property, plant and equipment | (166,254) | (746,785) |
| Disposal of property, plant and equipment | 2,250 | 29,191 |
| Real estate investments | (27,392,290) | (6,988,734) |
| Investments in intangible assets | (481,206) | (607,284) |
| Disposal of intangible assets | 504 | - |
| Other equity investments | - | - |
| Investments in intangible assets | - | - |
| Cash flows from (used in) investing activities (B) | (28,036,996) | (8,313,612) |
| Financing activities | ||
| Bank loans raised | 68,156,544 | 38,942,542 |
| Bank loan repayments | (24,656,107) | (11,782,862) |
| Change in current/non-current financial liabilities | 2,378,848 | (273,692) |
| Net change in current financial assets | 9,786,796 | 4,629,066 |
| Change in consolidation scope | (82,500) | (82,498) |
| Investment in own shares | - | (3,997,850) |
| Dividends paid | - | (9,925,824) |
| Share capital increase against consideration | - | - |
| Cash flows from (used in) financing activities (C) | 55,583,581 | 17,508,882 |
| Net cash flows in the period (A)+(B)+(C) | (8,876,157) | (15,140,320) |
| Cash and cash equivalents at the beginning of the year | 13,776,733 | 28,917,053 |
| Increase/(decrease) in cash and cash equivalents from 1 October to 30 | (8,876,157) | (15,140,320) |
| Septermber | ||
| Cash and cash equivalents at the end of the year | 4,900,576 | 13,776,733 |
AbitareIn S.p.A. is a joint-stock company incorporated in 2016 in Italy, registered with the Milan Companies Register, with its operational headquarters in Milan, Viale Umbria 36, and its registered office in Milan, Via degli Olivetani 10/12. The Company mainly carries out real estate development activities through its subsidiaries.
Unless otherwise stated, amounts in the financial statements and notes are shown in units of euros. Roundings in the figures contained in the financial statements and notes are made to ensure consistency with the amounts shown in the statement of financial position and income statement. AbitareIn, as the parent company, has also prepared the Group's consolidated financial statements as at 30 September 2025.
The consolidated financial statements for the year ended 30 September 2025 have been prepared in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union, as well as the measures issued in implementation of Article 9 of Legislative Decree No. 38/2005. IFRSs also include the International Accounting Standards ('IAS') still in force, as well as all interpretative documents issued by the IFRS Interpretation Committee, formerly the International Financial Reporting Interpretations Committee ('IFRIC') and before that the Standing Interpretations Committee ('SIC'). The consolidated financial state-ments are prepared on a historical cost basis, except for the fair value measurement of certain financial instruments.
Directive 2004/109/EC (the "Transparency Directive") and Delegated Regulation (EU) 2019/815 introduced the requirement for issuers of securities listed on regulated markets in the European Union to prepare their annual financial report in the XHTML linguage, based on the ESMA-approved European Single Electronic Format (ESEF) reporting format. The Report to the Financial Statements and the Notes to the Financial Statements as of 31 December 2023 are "marked up" to the ESEF taxonomy, using an integrated computer lin-guage (iXBRL)for both the consolidated and the statutory financial statements of Abitare In S.p.A.
The publication of these consolidated financial statements of the AbitareIn Group for the year ended 30 September 2025 is authorised by a resolution of the Board of Directors on 11 December 2025.
This Consolidated Financial Report of the AbitareIn Group as of 30 September 2025 consists of the statement of financial position, income statement, statement of comprehensive income, statement of changes in shareholders' equity, statement of cash flows, and notes, and is accompanied by the directors' report on operations.
The statements of financial position present a classification of current and noncurrent assets and current and non-current liabilities where: (i) non-current assets include asset balances with a normal operating cycle beyond 12 months; (ii) current assets include asset balances with a normal operating cycle within 12 months and cash and cash equivalents; (iii) non-current liabilities include payables due beyond 12 months; (iv) current liabilities include payables due within 12 months.
The statement of changes in shareholders' equity includes, in addition to the com-prehensive gains/losses for the period, the amounts of transactions with equity holders and movements during the year in reserves.
Finally, the cash flow statement was prepared using the indirect method for determining cash flows from operating activities. Under this method, profit for the year is adjusted for the effects of non-monetary transactions, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with cash flows from investing or financing activities.
Unless otherwise stated, amounts in the consolidated financial statements and the notes thereto are stated in euros. Rounding in the figures in the financial statements and notes is done to ensure consistency with the amounts in the statement of financial position and income statement.
Unless otherwise specified, all amounts shown in the consolidated financial statements and in the notes are in Euro. The figures shown in the financial statements and in the notes are rounded up/down to ensure consistency with the figures shown in the statement of financial position and the income statement.
The scope of consolidation includes subsidiaries for which control can be exercised as defined in IFRS 10, which envisages that an investor controls an entity in which it has invested when it has rights that give it the possibility to direct the entity's significant assets, has an exposure, or a right, to receive variable returns from its involvement with the entity and has a real possibility of using its power to influence the amount of its return on investment.
The results of subsidiaries acquired or sold during the financial year are included in the consolidated income statement from the actual acquisition date until the actual sale date. If necessary, adjustments are made to the financial statements of the subsidiaries to align the accounting policies used with those adopted by the Group.
The consolidation of the financial statements of the subsidiaries was carried out according to the line by line consolidation method, assuming the full amount of the assets, liabilities, costs and revenues of the individual companies, regard-less of the equity investments held, eliminating the carrying amount of the consolidated equity investments held by the company against the related equity.
The minority shareholders' interest in the net assets of consolidated subsidiaries is identified separately from the Group's equity. This interest is determined at the acquisition date on the basis of the fair value of the minority interest or as a proportion of the current value of the recognised net assets of the acquiree and after that date in changes in equity. The choice of measurement method is made on a transaction-by-transaction basis. Losses attributable to third parties in a consolidated subsidiary may exceed the non-controlling interests in the subsidiary's equity; in such cases non-controlling interests will present a negative balance. The effects of changes in the shareholdings of subsidiaries that do not involve acquisition/loss of control are recorded under changes in equity.
Profits and losses, provided they are significant, not yet realized and deriving from transactions between companies within the scope of consolidation are eliminated, as are all items of significant amount that give rise to payables and receivables, costs and revenues between Group companies. These adjustments, like other consolidation adjustments, take into account the related deferred tax effect, where applicable.
The following companies are included in the scope of consolidation (on a line by line basis):
| Subsidiaries | Registered office | Share Capital |
% of ownership |
|---|---|---|---|
| Abitare In Development 3 S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Abitare In Development 4 S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Abitare In Development 5 S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Abitare In Development 6 S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Abitare In Maggiolina S.r.l. | Milan, via degli Olivetani 10/12 | 100,000 | 100% |
| Accursio S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Citynow S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Costruire In S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Creare S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Deametra Siinq S.r.l. | Milan, via degli Olivetani 10/12 | 50,000 | 71.20%* |
| Edimi S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Homizy Siiq S.p.A. | Milan, via degli Olivetani 10/12 | 115,850 | 71.20% |
| Hommi S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Housenow S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Hub32 S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Immaginare S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Just Home S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Lambrate Twin Palace S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Milano City Village S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Mivivi S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| MyCity S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| MyTime S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| New Tacito S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Palazzo Naviglio S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Porta Naviglio Grande S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Savona 105 S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Smartcity Siinq S.r.l. | Milan, via degli Olivetani 10/12 | 50,000 | 71.20%* |
| TheUnits S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Trilogy Towers S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Volaplana S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
| Ziro S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 | 100% |
* 70.96% owned by AbitareIn S.p.A. through Homizy Siiq S.p.A..
Compared with the previous year, the following company has left the scope of consolidation as a result of its sale of its entire equity investment to third parties on the 18 September 2025:
| Subsidiaries | Registered office | Share Capital |
|---|---|---|
| Abitare In Development 7 S.r.l. | Milan, via degli Olivetani 10/12 | 10,000 |
The subsidiaries prepare their annual financial statements in accordance with the regulations applicable in Italy and Italian GAAP, and it was therefore necessary to carry out a conversion process from these accounting standards to IFRS in order to align them with the Group's accounting standards.
Revenue is recognised to the extent that the economic benefits are realised by the company and the amount can be reliably determined, regardless of the date of receipt. Revenues are measured at the fair value of the consideration to which the entity believes it is entitled in exchange for the transfer of goods or services to the customer, taking into ac-count the agreed contractual terms and commitments.
Following the provisions of IFRS 15, paragraph 35, the entity transfers control of the good or service over time upon the occurrence of at least one of the following conditions:
In the case at hand, the condition under point c) above is met.
In the foregoing cases, revenue from sales can be recognised according to models based on inputs (e.g. resources con-sumed, labour hours expended, costs incurred, machine hours used, etc.) or outputs (e.g. surveys of performance completed to date, appraisal of results achieved, time elapsed and number of units produced/delivered).
With regard to the business model currently adopted by the Company, the possible cases are:
In cases a) and b), inventory is recognised at the lower of its purchase price, inclusive of directly attributable ancillary costs, and its estimated realisable value based on market trends. Work in progress has been recognised on the basis of the expenses incurred in the period. Losses on contracts, if any, are recognised in the income statement in the year in which they became known.
Changes in inventory, depending on whether or not the associated real estate development has commenced, are recognised through profit or loss, respectively under "Change in inventory for new sites purchased" or "Change in inventory for progress of works" respectively.
In case c), inventory is measured using the percentage completion method in reference to construction costs (input-based model) and recognising, for pre-sold real estate units (i.e. units for which the prospective buyer has signed a pre-liminary contract), a portion of the margin expected upon completion of the real estate development. Contractual amendments, that is, any changes to the original stipulations (e.g. price changes for customisation of pre-sold real es-tate units), are recognised as an adjustment to revenue and, consequently, to the profit margin of the contract, on the date such amendments are approved by the prospective buyer. In addition, when it is likely that total contract costs will exceed contract revenue, the expected loss is recognised in the income statement. The related change is recognised in the income statement under "Change in inventory for progress of works".
In case d), on the date on which the final conveyance agreement takes effect, revenue from the sale is recognised in the income statement under "Revenue from sales and services" and the decrease in inventory is recognised under "Change in inventory for progress of works".
Compared to the previous year, financial expenses incurred by the holding company Abitare In S.p.A. have been capitalized. This effect was calculated on the previous year and is not considered material, so it was not necessary to restate the comparative data.
Property, plant and equipment are initially recognised at purchase or production cost, including other directly at-attributable costs. Interest expense linked to the construction of property, plant and equipment is capitalised and amortised over the residual useful life of the asset to which it refers.
Costs incurred after purchasing the assets and the cost of replacing some parts of this category of assets are capitalised only if they increase the expected future economic benefits of the asset they refer to. All other costs are recognised in profit or loss when incurred. If the cost of replacing some parts of the assets is capitalised, the residual value of the re-placed parts is recognised in profit or loss. If significant parts of such assets have different useful lives, such parts are recognised separately in accordance with the "component approach".
Items of Property, plant and equipment are carried at cost less any accumulated depreciation and accumulated impairment losses in accordance with IAS 36. Depreciation is calculated on a straight-line basis over the asset's estimated useful life for the company and reviewed yearly. Any changes, where necessary, are applied prospectively. The following main economic-technical rates have been used:
| Category | Depreciation rate |
|---|---|
| Property | 3% |
| Plant and machinery | 30% |
| Furniture and fixtures | 10% |
| Other assets | 20% |
These items are initially recognised at purchase and/or production cost, including any directly attributable costs incurred to prepare the asset for use at the place and in the condition necessary for it to be able to function in the manner expected by the company management. Any interest expense accrued during and in relation to the development of other intangible assets is recognised directly through profit or loss. Production costs do not include re-search costs, which are recognised directly through profit or loss in the period in which they are incurred.
Vice-versa, development costs can be capitalised if the following conditions are satisfied: i) the project is clearly identified and the associated costs can be identified and measured reliably; ii) the technical feasibility of the project has been established; iii) there is a clear intention to complete the project and sell the intangible assets generated by the project; iv) a potential market exists or, in the case of internal use, the usefulness of the intangible asset has been established for the
production of the intangible assets generated by the project; v) adequate technical and financial resources to complete the project are available.
Intangible assets acquired in business combinations are recognised at their fair value at the acquisition date, if this value can be reliably determined. Acquired software acquired and related to software are capitalised on the basis of the costs incurred for their acquisition and use. Amortisation is calculated using the straight-line method over their estimated use-ful lives. Intangible assets with a finite useful life. Intangible assets with a finite useful life are stated net of accumulated amortisation and any impairment losses determined as described in the following section. Intangible assets with finite useful lives are stated net of accumulated amortisation and any impairment losses determined in the manner described in the following section.
The main economic-technical rates used are as follows:
| Category | Amortisation rate |
|---|---|
| Development costs | 20% |
| Other assets | 20% |
Starting from 1 January 2019, leases are treated in accordance with IFRS 16, which provides a new definition of lease and introduces a criterion based on the control (right of use) of an asset to distinguish leases from service contracts, identifying as the distinguishing features: the identification of the asset, the right to replace the asset, the right to obtain substantially all the economic benefits from using the asset and the right to direct the use of the as-set underlying the contract.
The standard establishes a single model to recognise and measure leases for the lessee, which requires the recognition of the leased asset, including operating, under assets with a financial liability as balancing entry while also providing the option of not recognising under leases those contracts that relate to low-value assets and the leases with a duration of the contract of 12 months or less.
Based on the provisions of IFRS 16, the accounting representation of the leases payable (which is not the provision of services) takes place through recognising a financial liability in the balance sheet, represented by the current value of the lease payments due for recognising the right of use of the leased business as an asset. Lease payments include fixed payments, net of any incentives to be received, variable payments that depend on an index or rate, initially valued by using the values at the start of the contract, and the exercise price of any purchase option if the Company and/or the Group are reasonably certain of exercising it. The liability calculated in this way is subsequently adjusted over the lease term to reflect the payment of interest on the debt and repayment of the principal amount
and may also be remeasured (with a corresponding adjustment to the corresponding right of use) if there is a change in future payments, in the event of renegotiation/amendment of the contractual agreements, or in the event of a change in the case of exercising pur-chase options. Whereas the right to use the leased asset is amortised over the term of the contract. Therefore, under IFRS 16 lessees are no longer required to distinguish between finance leases and operating leases.
At the end of each year, the Group reviews the carrying amount of its property, plant and equipment and intangible as-sets to determine whether any impairment of the assets has occurred. If confirmed, the recoverable amount of the as-sets is estimated to measure any impairment losses.
Equity investments in companies in which the Group does not hold control or exercise significant influence, generally reflecting an investment of less than 20%, are recognised at cost and subsequently measured at fair value. Chang-es in fair value are recognised through profit or loss.
Associated companies are all companies over which the Group is able to exercise significant influence as defined by IAS 28 - Investments in Associates and Jointly Controlled Entities. Such influence is normally presumed to exist where the Group holds a percentage of the voting rights of between 20 percent and 50 percent, or in which—even with a lower proportion of voting rights—it has the power to participate in the determination of financial and management policies by virtue of special legal ties such as, for example, participation in shareholders' agreements jointly with other forms of significant exercise of governance rights.
A related company is an entity over which the Group exercises significant influence. Significant influence refers to the power to participate in the determination of the financial and operating policies of the investee without having control or joint control over it. The considerations made to determine significant influence are similar to those necessary to determine control.
The Group's interests in associated companies are assessed using the equity method. Under the equity method, the investment in an associated company is initially recognized at cost. The carrying amount of the investment is increased or decreased to account for the Group's share of the investee's profits or losses realized after the acquisition date. Goodwill related to the associated company is included in the carrying amount of the investment and is not subject to amortization or individual impairment assessment.
The statement of income/(loss) reflects the Group's share of the associated company's income for the period. Any changes in other comprehensive income components related to these investments are presented as part of the Group's comprehensive income. Moreover, if an associated company recognizes a change directly in equity, the Group recognizes its applicable share, if any, in the statement of changes in equity. Unrealized gains and losses from transactions between the Group and associated companies are eliminated to the extent of the Group's ownership interest in the associates.
The aggregate share of the Group's interest in the associated companies' income for the period is recognized in the statement of income/(loss) after operating profit and represents the result net of taxes and portions attributable to other shareholders of the associates. The financial statements of associated companies are prepared as of the same reporting date as the Group's financial statements. When an associated company has a different reporting date from that of the investor, the difference between the two dates should not exceed three months in any case. If necessary, the financial statements are adjusted to align with the Group's accounting policies.
Following the application of the equity method, the Group assesses whether it is necessary to recognize an impairment loss on its investments in associated companies. At each reporting date, the Group assesses whether there are objective indications that the investments in associated companies have incurred an impairment loss. In such cases, the Group calculates the amount of the loss as the difference between the recoverable amount of the associated company and its carrying value in the Group's financial statements, recognizing this difference in the statement of income/(loss) under "share of associates' results".
Upon the loss of significant influence over an associated company, the Group assesses and recognizes the remaining investment at fair value. The difference between the carrying amount of the investment at the date of the loss of significant influence and the fair value of the remaining investment and consideration received is recognized in the income statement.
Business combinations in which the Group obtains control of a business are recognised in accordance with IFRS 3, applying the acquisition method. In detail, identifiable assets acquired and liabilities and contingent liabilities assumed are recognised at their fair value at the acquisition date, that is, at the date on which control of the business was obtained, exception made for deferred tax assets and liabilities, assets and liabilities linked to employee benefits and assets held for sale, which are recognised in accordance with the applicable accounting standards. Any difference between the con-sideration transferred in a business combination and the fair value of assets or liabilities is recognised, if positive, as goodwill under intangible assets or, if negative, as income through other comprehensive income, after verifying the correct measurement of the current values of the acquired assets and liabilities and the consideration. If the value of the assets and liabilities of the acquired business is measured on a provisional basis, such operation must be concluded with-in twelve months after the acquisition date, taking into account only information that relates to facts and circumstances existing at the acquisition date. The recognised provisional values are adjusted retrospectively in the reporting period in which the aforementioned operation is concluded. Other transaction costs are recognised through other comprehensive income when they are incurred.
The consideration transferred in the business combination is equivalent to the fair value at the acquisition date of the assets transferred, the liabilities assumed and the equity instruments issued for the purpose of the acquisition, and also includes any contingent consideration, that is, any portion of the consideration whose amount and payment are de-pendant on future events. The contingent consideration is recognised on an Acquisition-Date Fair Value basis and any subsequent changes in fair value are recognised through other comprehensive income if the contingent consideration is a financial asset or liability. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity in according to the provisions of IAS 32.
If control is obtained in subsequent stages, the consideration transferred in the business combination is the sum of the fair value of the equity investment previously held in the acquired business and the consideration transferred for the additional equity investment. Any difference between the fair value of the equity investment previously held and its carrying amount is recognised through other comprehensive income. On obtaining control of the business, any amounts previously recognised under other comprehensive income are recognised through other comprehensive income or in an-other equity item if reclassification through other comprehensive income is not allowed.
Receivables falling due within normal business terms or which accrue interest at market values are not discounted and are recognised at nominal value. Receivables assigned without recourse are derecognised from the statement of financial position insofar as all of the related risks and benefits are substantially transferred to the assignee.
Receivables from customers exclusively for services rendered are recognised when the services have been completely supplied and, thus, when the ensuing right to receive the payment arises. Financial assets other than receivables from customers are recognised at the settlement date. On initial recognition, financial assets of such type are measured at cost, equivalent to the fair value of the instrument, inclusive of directly attributable transaction costs and revenue. Receivables with a due date beyond one year, non-interest bearing or bearing interest below the market rate, are dis-counted at rates equivalent to the return on instruments that have comparable technical characteristics and risk/yield profiles. Following initial recognition, financial assets of this category are measured at amortised cost. The initial recognition value is therefore adjusted to take into account repayments of principal, any impairment and the amortisation of the difference between the amount repaid and the initial carrying amount. Amortisation is effected at the actual internal interest rate, which is the rate that equalises, at the time of initial recognition, the present value of the expected cash flows and the initial carrying amount (amortised cost method). Vice-versa, trade receivables are measured at historical cost and are not amortised in view of their short due date. If there is objective evidence of impairment, the asset's value is reduced to the discounted value of expected future cash flows. Impairment losses are recognised through profit or loss. The asset's value is reinstated in subsequent periods if the reasons for the impairment no longer apply, up to the value it would have had at amortised cost if no impairment had occurred.
IFRS 9 requires the Group to recognise expected credit losses on all items such as loans and trade receivables, with reference to a period of either 12 months or the entire contractual life of the instrument (lifetime expected credit loss). The Company applies the simplified approach and therefore recognises expected losses on all trade receivables on the basis of their residual contractual life. The Group has not seen any material impacts as it does not have receivables.
Cash and cash equivalents include cash and bank current accounts and demand deposits and other short-term highly liquid financial investments that can be readily converted to cash and are not exposed to a significant risk of a change in value.

The share capital consists of capital subscribed and paid to the Company. Costs associated exclusively with the issue of new shares are classified as a reduction of the share premium reserve, less the deferred tax effect.
Reserves consist of equity reserves for specific uses. They also include the reserve created on the first-time adoption of the international financial reporting standards.
These include earnings (losses) of previous years, specifically, the portion not distributed or set aside as reserve (in the case of profits) or not covered (in the case of losses).
Repurchased treasury shares are recognized at cost and deducted from shareholders' equity. The purchase, sale or cancellation of treasury shares does not give rise to any gain or loss in the income statement. The difference between the purchase value and the consideration, in case of reissuance, is recognized in the share premium reserve. If share options are exercised during the period, they are satisfied with treasury shares.
The AbitareIn Group grants additional benefits to some executives, employees and consultants, through "Stock Grant" plans. In accordance with IFRS 2 - Sharebased payment, the aforesaid transactions are to be considered of the "equitysettled" type. Therefore, the total current value of the Stock Grants at the date on which the individual and/or Group targets are assigned is recognised as a cost in the income statement. Changes in the current value after the grant date do not affect the initial measurement. Remuneration expenses, equating to the current value of shares at the grant date, are recognised as personnel expenses on a straight-line basis over the period between the grant date and the vesting date, with a balancing entry in equity.
In the context of defined benefit plans, which also include the severance indemnities payable to employees pursuant to art. 2120 of the Italian Civil Code, the amount of benefits payable to employees can only be quantified after termination of employment and is linked to one or more factors, such as age, years of service and salary. Therefore, the related expense is recognised through profit or loss in the relevant period based on an actuarial calculation. The liabilities recognised for defined benefit plans are the present value of the obligation at the reporting date. Obligations for defined benefit plans are measured yearly by an independent actuary using the projected unit credit method. The present value of the defined benefit plan is established by discounting future cash flows at an interest rate equal to that of bonds (high-quality corporate) issued in Euro and that takes into account the length of the related pension plan. Actuarial gains and losses arising from such adjustments and any changes in the actuarial assumptions are recognised through other com-prehensive income.
As of 1 January 2007 the Budget Law 2007 and the related implementing decrees have introduced significant changes to the way employee severance indemnities work, including the right of employees to decide who manages the severance indemnities accrued. In detail, employees can now decide to allocate new indemnities accrued to pension schemes or to let the company manage these amounts. If the amounts accrued are transferred to an outside pension scheme, the Company is only subject to the requirement to pay a defined contribution to the chosen pension scheme and, from that date, the newly accrued amounts take the form of defined contribution plans and are no longer subject to actuarial valuation.
The cost for defined-benefit plans accrued during the year and recognized in the income statement as part of personnel expenses is equal to the sum of the average present value of the rights accrued by the employees present for the work performed during the year, and the annual interest accrued on the present value of the entity's imployments at the beginning of the year, calculated using the discount rate for future outlays adopted for estimating the liability at the end of the previous year. The annual discount rate adopted for the computations is assumed to be equal to the market rate at the end of the period relating to zero coupon bonds with maturities equal to the average remaining life of the liability.
The amount of actuarial losses and gains, arising from changes in the estimates made, is charged to the income statement.
The Group classifies financial assets according to the categories identified in IFRS 9:
This category includes the financial assets for which the following requirements have been met: i) the asset is held within a business model whose objective is to hold the asset to collect the contractual cash flows; and ii) the contractual terms of the asset provide for cash flows represented solely by payments of the principal and interest on the amount of the principal to be repaid. They mainly consist of receivables from customers and loans. With the exception of trade receivables, which do not contain a significant financial component, other receivables and loans are initially recognised at their fair value. Trade receivables that do not contain a significant financial component are recognised at the price de-fined for the related transaction (determined in accordance with IFRS 15 Revenue from Contracts with Customers). At the subsequent measurement, the assets belonging to this category are measured at amortised cost, using the effective interest rate. Any allowance for impairment of these receivables is determined by adopting the forward-looking approach through a three-stage model: 1) recognition of the losses expected in the first 12 months at the initial recognition of the receivable, assuming that the credit risk has not increased; 2) recognition of the losses expected over the life of the receivable when the credit risk significantly increased from the initial recognition of the credit; interest is recognised as gross; 3) recognition of additional losses expected over the life of the receivable when the loss occurred; inter-est is recognised as net (the amortised cost is revised as the Internal Return Rate changes seeing that the cash flows changed due to the occurrence of the trigger event).
Classified in this category are financial assets for which the following requirements are met: i) the asset is held as part of a business model whose objective is achieved both through the collection of contractual cash flows and through the sale of the asset itself; and ii) the contractual terms of the asset provide for cash flows represented solely by payments of principal and interest on the amount of principal to be repaid. Also classified in this category are equity instruments (equity investments in which the Group exercises neither control nor significant influence) for which the Group applies the option granted by the standard to measure these instruments at fair value with an impact on comprehensive income (see in this regard paragraph 4 above). These assets are initially recognized in the balance sheet at their fair value; on subsequent measurement, the valuation made on recognition is restated and any changes in fair value are recognized within Other Comprehensive Income or directly in Profit or Loss. Any write-downs for impairment, interest income, and foreign exchange gains or losses are recognized in Profit or Loss for the year. The Group has opted for fair value measurement with a balancing entry directly in the income statement (FVTPL) for the valuation of financial assets with the exception of investments of con-trolled companies and including tax credits for tax bonuses arising from direct purchases or invoice discounts.
The measurement of impairment losses on financial assets measured at amortised cost is carried out using a model based on the expected losses of receivables. According to this model, financial assets are classified in stage 1, stage 2 or stage 3, according to their credit quality compared to the initial disbursement.
Derivative financial instruments are used with the intent of hedging in order to reduce the risk of interest rate variability. All derivative financial instruments are measured at Fair Value and accounted for hedge accounting when:
When financial instruments qualify for hedge accounting, the following accounting treatments apply:
If a hedging instrument or hedging relationship is closed out, but the hedged transaction has not yet been realized, the cumulative gains and losses, hitherto recognized in equity, are recognized in the income statement at the time the related transaction is realized. If the hedged transaction is no longer considered probable, the unrealized gains or losses suspended in equity are recognized immediately in the income statement.
If hedge accounting cannot be applied, gains or losses arising from the fair value measurement of the derivative financial instrument are recognized immediately in the income statement.
The fair value of financial instruments listed in an active market is determined on the basis of market prices on the balance sheet date. The reference market price for financial assets held is the current selling price (purchase price for financial liabilities).
The fair value of financial instruments that are not traded in an active market is deter-mined through various valuation techniques and assumptions based on market conditions existing at the balance sheet date. For medium- and long-term liabilities, prices of similar listed financial instruments are compared; for other categories of financial instruments, cash flows are discounted.
The fair value of IRS is determined by discounting the estimated cash flows from it at the balance sheet date. For loans, the nominal value net of any adjustments made to account for their collectability is assumed to approximate the fair value. The fair value of financial liabilities for disclosure purposes is determined by discounting the contract cash flows at an interest rate that approximates the market rate at which the entity finances itself.
In relation to financial instruments measured at fair value, the following is the classification of these instruments based on the hierarchy of levels provided by IFRS 13, which reflects the significance of the inputs used in determining fair value. The following levels are distinguished: Level 1 - unadjusted quoted prices recorded in an active market for assets or liabilities subject to valuation; Level 2 inputs other than the quoted prices referred to in the previous point, which are observable in the market, either directly (as in the case of prices) or indirectly (i.e., as derived from prices); Level 3 - in-puts that are not based on observable market data.
As of 30 September 2025, there are two IRS-OTC derivative contracts on the balance sheet to hedge interest rate risk for the entire term of the loans; these contracts provide for an exchange of flows between the Company and BPER Banca and Banca Monte dei Paschi di Siena defined on the basis of the outstanding amount of the underlying loans in any given period; the Mark-To-Model value of the derivative is negative Euro 99 thousand (see Note 14).
Earthquake bonus receivables acquired from customers through invoice discount and assignment of the receivable were recorded at acquisition cost.
At the close of the financial statements, in the year of acquisition, the value of the receivable was aligned with the fair value desumable from the active market (transfer value to financial intermediaries) . The effects on the income statement from this alignment were accounted for in financial management. In the period following initial recognition, the receivable is valued using the amortized cost method.
In the accrual year, ecobonus credits were recorded at fair value inferable from the active market (transfer value to financial intermediaries). The effects on the income statement resulting from this alignment were contabilized under other income. In the period following initial recognition, the receivable is valued using the amortized cost method.
Financial liabilities are classified, on initial recognition, as financial liabilities at fair value through profit or loss, under mortgages and loans or under derivatives designated as hedging instruments. All financial liabilities are initially recognised at fair value, to which directly attributable transaction costs are added in the case of loans and debt.
The Company's financial liabilities include trade payables, other payables and loans, including financial instruments and derivatives.
After initial recognition, loans are measured at amortised cost using the effective interest rate method. Gains and losses are recognised through profit or loss when the liability is settled, as well as through the amortisation process.
The amortised cost is calculated by recognising the acquisition discount or premium, as well as fees and costs that are an integral part of the effective interest rate. Amortisation at the effective interest rate is recognised under financial expenses in the income statement.
Financial liabilities are derecognised when the obligation underlying the liability is settled, cancelled or fulfilled. If an outstanding financial liability is replaced with another of the same lender, at conditions that are substantially different, or where the conditions of an outstanding liability are modified substantially, such replacement or modification is treat-ed as a derecognition of the original liability and a new liability is recognised. Any difference in the carrying amount is recognised through profit or loss.
Provisions for risks and charges are costs and charges of an established nature, the existence of which is certain or probable, but whose amount or timing is uncertain at the reporting date. Such provisions are set aside only if there is a present obligation arising from past events, whether deriving from a legal requirement, a contract or from the company's statements or actions that create a valid expectation on the part of the parties involved (obligating events).
Provisions are recognised in the financial statements when the Group has a present obligation arising from a past event and it is probable that it will be asked to fulfil the obligation.
Provisions are based on the best estimate of the costs to be incurred to fulfil the obligation at the reporting date and are discounted when the effect is material.
Income taxes include current and deferred taxes. Income taxes are usually recognised through profit or loss, unless they refer to transactions or events recognised directly in equity.
Income taxes are calculated by applying the tax rate applicable at the reporting date to taxable profit for the period.
Deferred taxes are measured in accordance with the liability method, based on the temporary differences between the carrying amount of the assets and liabilities and the amounts recognised for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realised or the liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable profit will allow the deferred tax asset to be realised.
Deferred tax assets and liabilities are offset only if there is a legally enforceable offset right and when they relate to in-come taxes levied by the same taxation authority.
The preparation of financial statements and related notes in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates due to the uncertainty surrounding the assumptions and conditions on which the estimates are based. Therefore, changes in the conditions underlying the judgments, assumptions and estimates adopted may have a material impact on subsequent results. Estimates are used to determine the fair value of investment property, financial instruments and derivative financial instruments. Estimates and assumptions are reviewed periodically by management and, where deemed necessary, are supported by opinions and studies by independent external consultants of high standing (e.g. property appraisals) and the effects of any changes are reflected in the income statement.
Below are the most significant estimates related to the preparation of the financial statements because they involve a high reliance on subjective judgements, assumptions and estimates:
IFRS 8 defines an operating segment as a component: - Involving revenue-generating and cost-generating business activities; - Whose operating results are reviewed periodically-occasionally at the highest decision-making level; - For which separate economic and financial data are available.
For the purposes of IFRS 8 - the activity carried out by the Group can be identified in two operating segments such as:
It should be noted that the balance sheet values that cannot be allocated to the two business units described above are mainly related to the Issuer's costs and elisions between different operating segments.
There were no aggregations of operating segments for the purpose of determining the reportable operating segments.
Directors separately observe the results achieved by operating segments for the purpose of making decisions on resource allocation and performance review.
Transfer prices between operating segments are negotiated internally in a manner similar to third-party transactions.
The following IFRS accounting standards, amendments, and interpretations are applicable in the preparation of IFRS financial statements as of 1st January 2024, but did not have an impact in the preparation of these financial statements ended at 30 September 2025.
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requires an entity to provide additional information on reverse factoring arrangements that enable users of the financial statements to assess how financial arrangements with suppliers may affect the entity's liabilities and cash flows and to understand the effect of such arrangements on the entity's exposure to liquidity risk.
With reference to the IFRS principles issued by the IASB and approved for adoption in the European Union, whose mandatory application date is after 1st January 2024, analyses are currently underway to assess their potential effects; these activities have not yet been completed.
The table below shows the breakdown of the item property, plant and equipment at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Property | 5,981,059 | 6,081,363 | (100,304) |
| Plant and machinery | 2,057 | 5,343 | (3,286) |
| General equipment | 55,292 | 60,852 | (5,560) |
| Other property. plant and equipment | 1,018,087 | 1,146,820 | (128,733) |
| Assets under construction and payments on account |
54,937,590 | 27,545,300 | 27,392,290 |
| Total | 61,994,085 | 34,839,678 | 27,154,407 |
The table below shows changes in Property, plant and equipment at the reporting dates 30 September 2025 and 30 September 2024, by individual asset category.
| Property | Plant and machinery |
General equipment |
Other property, plant and equipment |
Assets under construction |
Total property, plant and equipment |
|
|---|---|---|---|---|---|---|
| Opening balance | ||||||
| Cost | 7,127,997 | 50,067 | 74,136 | 2,118,652 | 27,545,300 | 36,916,152 |
| Amortisation (accumulated amortisation) |
(1,046,634) | (44,724) | (13,284) | (971,832) | - | (2,076,474) |
| Carrying amount | 6,081,363 | 5,343 | 60,852 | 1,146,820 | 27,545,300 | 34,839,678 |
| Changes in the period | ||||||
| Increases for acquisitions/construction s |
89,442 | - | - | 76,812 | 27,392,290 | 27,558,544 |
| Decreases for disposals | - | - | - | (2,250) | - | (2,250) |
| Reclassifications (of carrying amount) |
- | - | - | - | - | - |
| Amortisation in the year | (189,746) | (3,286) | (5,560) | (205,545) | - | (404,137) |
| Fund use | - | - | - | 2,250 | - | 2,250 |
| Total changes | (100,304) | (3,286) | (5,560) | (128,733) | 27,392,290 | 27,154,407 |
| Closing balance | ||||||
| Cost | 7,217,439 | 50,067 | 74,136 | 2,193,214 | 54,937,590 | 64,472,446 |
| Amortisation (accumulated amortisation) |
(1,236,380) | (48,010) | (18,844) | (1,175,127) | - | (2,478,361) |
| Carrying amount | 5,981,059 | 2,057 | 55,292 | 1,018,087 | 54,937,590 | 61,994,085 |
The item "Property" increased exclusively by a total amount of Euro 89 thousand due to the renovation of the offices in Viale Umbria, 32.
The item "Other property, plant and equipment" increased mainly by a total amount of Euro 62 thousand for the renewal of equipment supplied to employees.
The item "Aassets under construction'' increased exclusively as a result of the investments useful for the realization of the properties intended for lease in the form of co-living in the subsidiaries Smartcity Siinq S.r.l. and Deametra Siinq S.r.l. in the amount of Euro 10,122 thousand and Euro 17,270 thousand, respectively.
The table below shows the breakdown of the item Intangible assets at 30 September 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Development costs | 663,911 | 917,245 | (253,334) |
| Concessions. licences. trademarks and similar rights |
1,968 | 2,129 | (161) |
| Assets under construction and payments on account |
322,613 | 170,292 | 152,321 |
| Other intangible assets | 777,486 | 954,997 | (177,511) |
| Total | 1,765,978 | 2,044,663 | (278,685) |
The table below shows changes in Intangible assets at the reporting dates 30 September 2025 and 30 September 2024, by individual asset category.
| Developme nt costs |
Concessions, licences, trademarks and similar rights |
Intangible assets under construction and payments on account |
Other intangible assets |
Total intangible assets |
|
|---|---|---|---|---|---|
| Opening balance | |||||
| Cost | 3,503,905 | 26,152 | 170,292 | 2,292,773 | 5,993,122 |
| Amortisation (accumulated amortisation) |
(2,586,660) | (24,023) | - | (1,337,776) | (3,948,459) |
| Carrying amount | 917,245 | 2,129 | 170,292 | 954,997 | 2,044,663 |
| Changes in the period | |||||
| Increases for acquisitions | 150,228 | - | 152,825 | 178,153 | 481,206 |
| Reclassifications (of carrying amount) |
- | - | (504) | - | (504) |
| Decreases for disposals | - | - | - | - | - |
| Amortisation in the year | (403,562) | (161) | - | (355,664) | (759,387) |
| Total changes | (253,334) | (161) | 152,321 | (177,511) | (278,685) |
| Closing balance | |||||
| Cost | 3,654,133 | 26,152 | 322,613 | 2,470,926 | 6,473,824 |
| Amortisation (accumulated amortisation) |
(2,990,222) | (24,184) | - | (1,693,440) | (4,707,846) |
| Carrying amount | 663,911 | 1,968 | 322,613 | 777,486 | 1,765,978 |
The increase in development costs is attributable, in the amount of Euro 150 thousand to the investment made by the Group in relation to the development and integration of the Abitareln Corporate E-Commerce platform, fully integrated with all business processes, aimed at the sale of houses online and the development and integration of an online apartment configurator. These costs relate to costs for services rendered by third parties. Development costs incurred by the Group relate to projects that meet the requirements of IAS 38.
The increase in "Intangible assets under construction and payments on account" is attributable, in the amount of Euro 153 thousand, to investments under development made by the controlled Homizy Siiq S.p.A. These investments will serve, through a persuasive use of technology, to improve the efficiency of management and optimization of resources through the sharing of assets, spaces and services to create new opportunities for social.
The increase in other intangible assets is attributable, for an amount of Euro 178 thousand, to the adjustment of the ISTAT index of leasing contracts held by the holding company Abitare In S.p.A., to the maximum extent established by Article 32 of Law 392/1978.
The composition and movements of this item grouping is as follows:
| 30.09 2024 |
Incr. (decr.) cost | 30.09 2025 |
|
|---|---|---|---|
| Arras Group | 91,000 | (91,000) | - |
| BCC | 2,974 | (2,008) | 966 |
| Bombay n.1 Srl | 21,537 | (21,537) | - |
| Tecma Solutions S.p.A. | 1,051,701 | 235,627 | 1,287,328 |
| Total | 1,167,212 | 121,082 | 1,288,294 |
This item is mainly represented by the shares, amounting to 7.3% of the share capital, held in Tecma Solutions S.p.A., a company listed on Euronext Growth Milan, specializing in Real Estate Business Innovation in the amount of Euro 1,287 thousand.
The book value was increased by Euro 236 thousand due to the impairment generated by the alignment of the book value to the fair value as at 30 September 2025 as the asset is classified as Financial assets measured at fair value through profit or loss (FVTPL). The fair value benchmark was used as the countervalue of listing as at 30 September 2025 of Euro 2.24 per share.
The remaining amount of Euro 1 thousand refers to shares held in Cooperative Credit Bank.
The book value was reduce by Euro 2 thousand due to the impairment generated by the alignment of the book value to the fair value as at 30 September 2025 as the asset is classified as Financial assets measured at fair value through profit or loss (FVTPL). The fair value benchmark was used as the countervalue of listing as at 30 September 2025 of Euro 10.06 per share.
In addition, the investment in Arras Group was fully written down as the company applied for a conditional composition with creditors at the Court of Milan to manage a financial crisis and try to avoid bankruptcy.
Finally, the equity investment in Via Bombay n.1 S.r.l. was subject to consensual termination, resulting in its extinction and deletion from the assets.
The net balance of deferred tax assets and liabilities at 30 September 2025 is as follows.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Deferred tax assets | 3,808,132 | 2,688,291 | 1,119,841 |
| Payables for deferred tax liabilities | (5,914,876) | (6,166,206) | 251,330 |
| Net position | (2,106,744) | (3,477,915) | 1,371,171 |
This item includes the balance of prepaid and deferred taxes on temporary differences between the carrying amount of an asset or liability and the value for tax purposes of that same asset or liability.
The net change in deferred tax assets and liabilities is as shown below:
| 30.09 2024 |
Recognised in Income Statement |
Recognise d In Equity |
30.09 2025 |
|
|---|---|---|---|---|
| Capital Increase IAS 32 | 199,178 | (11,831) | - | 187,347 |
| Director's remuneration | 257,977 | 13,142 | - | 271,119 |
| Measurement of work in progress in accordance with IFRS 15 |
(6,489,352) | 312,862 | - | (6,176,490) |
| Effects of IFRS 16 application | (72,460) | 12,600 | - | (59,860) |
| Employee benefits in accordance with IAS 19 |
1,628 | (4,258) | 3,008 | 378 |
| Derecognition of multi-year costs in accordance with IAS 38 |
(48,498) | (63,361) | - | (111,859) |
| Total | (3,477,915) | 1,370,575 | 596 | (2,106,744) |
|---|---|---|---|---|
| Inventory adjustment to riflect intercompany mark-up |
2,527,253 | 1,184,606 | - | 3,711,859 |
| Change in scope consolidation | (11,452) | - | - | (11,452) |
| Tax losses | 22,426 | - | - | 22,426 |
| Hedging derivatives valuation | 26,242 | - | (2,412) | 23,830 |
| Provision for risks | 109,143 | (73,185) | - | 35,958 |
he table below shows the breakdown of Inventory at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Real estate developments under way |
2,437,203 | 2,416,557 | 20,646 |
| Advances on inventory | 218,146,538 | 212,507,625 | 5,638,913 |
| Finished products | 40,116,217 | 4,571,728 | 35,544,489 |
| Total | 260,699,958 | 219,495,910 | 41,204,048 |
| Abitare In Development 3 S.r.l. | - - |
13,996,884 | - | |
|---|---|---|---|---|
| 13,996,884 | ||||
| Abitare In Development 4 S.r.l. | 15,923,558 | - | 15,923,558 | |
| Abitare In Development 5 S.r.l. | - | 54,705,837 | 1,416,096 | 56,121,933 |
| Abitare In Development 6 S.r.l. | 24,158 | - | - | 24,158 |
| Abitare In Maggiolina S.r.l. | - | 1,217,000 | - | 1,217,000 |
| Accursio S.r.l. | - | 22,333,810 | - | 22,333,810 |
| Citynow S.r.l. | 2,079,489 | - | - | 2,079,489 |
| Creare S.r.l. | 199,925 | - | - | 199,925 |
| Edimi S.r.l. | - | 3,306,546 | - | 3,306,546 |
| GMC Holding S.r.l. | - | 11,835,331 | - | 11,835,331 |
| Hommi S.r.l. | - | 12,180,288 | - | 12,180,288 |
| Housenow S.r.l. | - | 1,009,462 | - | 1,009,462 |
| Immaginare S.r.l. | - | 3,623,487 | - | 3,623,487 |
| Lambrate Twin Palace S.r.l. | - | - | 14,369,435 | 14,369,435 |
| Mivivi S.r.l. | - | 1,972,614 | 125,218 | 2,097,832 |
| MyCity S.r.l. | - | 25,176,519 | - | 25,176,519 |
| New Tacito S.r.l. | - | 7,728,076 | - | 7,728,076 |
| Palazzo Naviglio S.r.l. | - | - | 7,957 | 7,957 |
| Porta Naviglio Grande S.r.l. | - | - | 22,854,086 | 22,854,086 |
| Total | 2,437,203 | 218,146,538 | 40,116,217 | 260,699,958 |
|---|---|---|---|---|
| Ziro S.r.l. | - | 4,136,104 | - | 4,136,104 |
| Volaplana S.r.l. | 133,631 | - | - | 133,631 |
| Trilogy Towers S.r.l. | - | - | 1,343,425 | 1,343,425 |
| TheUnits S.r.l. | - | 5,280,558 | - | 5,280,558 |
| Savona 105 S.r.l. | - | 33,720,464 | - | 33,720,464 |
The item "Finished Products" mainly refers to apartments completed by the subsidiary Lambrate Twin Palace S.r.l. and Porta Naviglio Grande S.r.l. The item "Real estate developments in progress" refers to projects in progress and not yet completed as of 30 September 2025 and includes costs incurred for the acquisition of properties to be developed for a total amount of Euro 82,867 thousand. The duration of the production cycle that characterises the AbitareIn Group's reference sector is influenced by various factors, such as the authorisation process and, in general, relations with the public administration, special requests for customisation by customers and the planning of works. For this reason, the amount of projects that will be realised within 12 months cannot be precisely determined. This item is mainly made up of the stock held by the subsidiaries Savona 105 S.r.l. for Euro 33,720 thousand, Abitare In Development 5 S.r.l. for Euro 54,705 thousand, Accursio S.r.l. for Euro 22,334 thousand, MyCity S.r.l. for Euro 25,177 thousand, Abitare In Development 4 S.r.l. for Euro 15,924 thousand, Abitare In Development 3 S.r.l. for Euro 13,997 thousand, GMC Holding S.r.l. for Euro 11,835 thousand and Hommi S.r.l. for Euro 12,180 thousand.
Advances on inventory refer to suspended costs linked to areas for which a preliminary contract has been signed.
As of 30 September 2025, this item consists exclusively of the opening of investment lines made by the holding company Abitare In S.p.A. The carrying amount is generated by aligning the carrying amount to fair value as of 30 September 2025 as the asset is classified as Financial assets measured at fair value through profit or loss (FVTPL). The portfolio of these asset management's includes government securities or bonds of leading companies with a total value of Euro 3,005 thousand. The duration of such investments is no longer than 12 months.
Trade receivables amounted to Euro 4,125 thousand compared to Euro 2,257 thousand at the end of the previous reporting period. The Group has not set aside any provisions of the allowance for doubtful accounts and there are no past due receivables.
Other current assets amounted to Euro 18,825 thousand compared to Euro 12,439 thousand at the end of the previous reporting period.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Down payments/deposits on real estate complexes purchased |
4,365,000 | 3,990,000 | 375,000 |
| Accrued income and prepaid expenses | 3,764,748 | 4,280,944 | (516,196) |
| Other current assets | 10,694,830 | 4,168,165 | 6,526,665 |
| Total | 18,824,578 | 12,439,109 | 6,385,469 |
L The item " Down payments/purchases of real estate complexes" consists of:
Accrued income and prepaid expenses mainly include:
prepayment of multi-year surety costs totaling Euro 1,136 thousand;
deferral costs related to posthumous ten-year insurance, provided for in Article 4 paragraph 1 of Legislative Decree No. 122 of June 20, 2005 with reference to Article 1669 of the Civil Code, for a total amount of Euro 842 thousand;
As of 30 September 2025, there are no accrued income and prepaid expenses with a duration of more than five years.
The item "Other current activities" mainly consists of:
Current tax assets amounted to Euro 8,486 thousand mainly refer to:
The table below shows the breakdown of cash and cash equivalents at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Bank and postal accounts | 3,888,141 | 13,775,756 | (9,887,615) |
| Cash-in-hand and cash equivalents | 1,012,435 | 977 | 1,011,458 |
| Cash and cash equivalents | 4,900,576 | 13,776,733 | (8,876,157) |
The balance of the item cash and cash equivalents, denominated entirely in euros, represents cash and cash equivalents and the existence of cash and cash equivalents at the closing dates of the financial years.
Cash and cash equivalents as of 30 September 2025 were free of encumbrances or restrictions on use.
The following is a breakdown of net assets as of 30 September 2025:
| Share capital |
Share premium reserve |
Legal reserve |
Stock grant reserve |
FTA reserve |
Treasury stock reserve |
Consolidation reserve |
OCI reserve |
Profit from previous years |
Profit for the year |
Total | Equity attributable to non controlling interests |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity at 1 October 2024 | 133,075 | 41,148,255 39,651 4,334,015 280,589 (5,113,365) | 5,876,568 (83,020) 54,939,996 | 5,781,382 107,337,146 | 3,627,911 110,965,057 | ||||||||
| Profit (loss) for the year | 384,038 | 384,038 | (206,697) | 177,341 | |||||||||
| Actuarial valuation of TFR | (9,527) | (9,527) | (9,527) | ||||||||||
| Hedging derivatives valuation |
7,632 | 7,632 | 7,632 | ||||||||||
| Change in consolidation scope |
(52,682) | (52,682) | (29,818) | (82,500) | |||||||||
| Allocation of the profit for the year |
5,781,382 | (5,781,382) | - | - | |||||||||
| Equity at 30 September 2025 |
133,075 | 41,148,255 39,651 4,334,015 280,589 (5,113,365) | 5,876,568 (84,915) 60,668,696 | 384,038 107,666,607 | 3,391,396 111,058,003 |
The table below shows reconciliation between the parent company's equity and net profit and the consolidated figures at 30 September 2025:
| Profit | Net Equity | |
|---|---|---|
| AbitareIn SpA | 1,124,341 | 85,829,643 |
| Result of subsidiaries | (470,780) | (470,780) |
| Intragroup dividends | (1,445,000) | - |
| write-down of subsidiary investments | 4,758,410 | - |
| Intragroup profits included in the value of inventories net of the tax effect |
(3,799,240) | 5,811,564 |
| Other variations | 9,610 | 11,954 |
| Difference between book value and their net worth | - | 19,875,622 |
| Shareholders' equity and operating result as reported in the consolidated financial statements |
177,341 | 111,058,003 |
| Shareholders' equity and operating result attributable to third parties |
(206,697) | 3,391,396 |
| Shareholders' equity and operating result attributable to the Group |
384,038 | 107,666,607 |
The item in question shows a value of Euro 85 thousand (a value of Euro 83 thousand at 30 September 2024) and includes:
On 14 July 2023, the ordinary Shareholders' Meeting of Abitare In S.p.A approved the launch of a treasury share purchase and disposal plan (the "Buy-Back Plan"). The share repurchase transactions under the Buy-Back Plan were carried out in accordance with the procedures and operational limits set forth by the aforementioned shareholders' resolution, Article 5 of EU Regulation 596/2014, Article 3 of the Commission Delegated Regulation (EU) No. 1052/2016 of 8 March 2016, and the applicable sector regulations. As at 30 September 2025, the total number of treasury shares held amounted to 1,078,599 for a total value of Euro 5,113 thousand.
The item in question amounted to Euro 3,391 thousand (Euro 3,628 thousand at 30 September 2024) and mainly refers to the shares pertaining to minority shareholders of the subsidiaries Homizy Siiq S.p.A., Deametra Siinq S.r.l. and Smartcity Siinq S.r.l. The change that occurred during the reporting period is attributable to the purchase of 25,000 Homizy shares from minority shareholders on 24 October 2024.
The table below shows the breakdown of current and non-current financial liabilities at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
||||||
|---|---|---|---|---|---|---|---|
| non-current portion |
current portion |
Total | non-current portion |
current portion |
Total | Change | |
| Medium/long- term bank loans |
104,392,852 | 50,775,058 | 155,167,910 | 94,910,296 | 16,156,496 | 111,066,792 | 44,101,118 |
| Short-term bank loans | - | - | - | - | - | - | - |
| Other financial payables | 797,179 | 2,724,604 | 3,521,783 | 917,351 | 225,584 | 1,142,935 | 2,378,848 |
| Total | 105,190,031 | 53,499,662 | 158,689,693 | 95,827,647 | 16,382,080 | 112,209,727 | 46,479,966 |
During the year, the following new loan were obtained:
During the year, the following loans were repaid:
See the table below for a better exposition.
| loan type (Euro/000) | Borrower company | Amount disbursed/ approved* |
Underwriting date |
End date | Payable within the next financial year |
Payable beyond next financial year |
Total Debt book value |
Total debt nominal value |
Mortgage on real estate/guarantees Covenant |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Mortgage loan | Abitare In Development 3 S.r.l. | 3,000 | 22.06.2018 | 30.06.2033 | 195 | 1,518 | 1,713 | 1,726 | 6,000 | No |
| Landed property loan | Abitare In Development 3 S.r.l. | 1,500 | 05.05.2022 | 30.06.2033 | 127 | 994 | 1,121 | 1,126 | 3,000 | No |
| Landed property loan | Abitare In Development 3 S.r.l. | 18,100 | 25.05.2021 | 30.06.2050 | 167 | 9,250 | 9,417 | 9,417 | 36,200 | No |
| Unsecured loan | Abitare In Development 4 S.r.l. | 5,875 | 04.03.2022 | 03.03.2027 | 1,999 | 1,010 | 3,009 | 3,006 | n/a | No |
| Landed property loan | Abitare In Development 5 S.r.l. | 25,100 | 07.07.2022 | 31.12.2032 | 3,213 | 19,434 | 22,647 | 22,424 | 50,200 | Yes |
| Loan | Abitare In S.p.A. | 1,400 | 23.06.2022 | 31.07.2027 | 467 | 233 | 700 | 700 | n/a | No |
| Loan | Abitare In S.p.A. | 2,600 | 27.05.2022 | 26.05.2027 | 875 | 659 | 1,534 | 1,531 | n/a | No |
| Loan | Abitare In S.p.A. | 3,000 | 18.07.2022 | 31.12.2025 | 519 | - | 519 | 514 | n/a | Yes |
| Loan | Abitare In S.p.A. | 5,000 | 29.09.2023 | 30.09.2028 | 1,095 | 2,358 | 3,453 | 3,457 | n/a | Yes |
| Loan | Abitare In S.p.A. | 5,000 | 12.10.2023 | 30.09.2029 | 1,000 | 2,993 | 3,993 | 4,000 | n/a | No |
| Loan | Abitare In S.p.A. | 5,000 | 16.11.2023 | 30.09.2028 | 1,053 | 2,087 | 3,140 | 3,158 | n/a | No |
| Loan | Abitare In S.p.A. | 3,000 | 06.06.2025 | 06.03.2029 | 479 | 2,489 | 2,968 | 3,000 | n/a | No |
| Loan | Abitare In S.p.A. | 5,000 | 10.06.2025 | 10.12.2026 | 52 | 4,988 | 5,040 | 5,000 | n/a | No |
| Loan | Abitare In S.p.A. | 8,000 | 30.07.2025 | 31.07.2026 | 8,049 | - | 8,049 | 8,000 | n/a | Yes |
| Landed property loan | Accursio S.r.l. | 30,900 | 31.12.2021 | 31.12.2031 | 115 | 10,298 | 10,413 | 10,500 | 61,800 | Yes |
| Unsecured loan | Citynow S.r.l. | 2,000 | 01.02.2022 | 01.02.2028 | 424 | 628 | 1,052 | 1,057 | n/a | No |
| Loan | Deametra Siinq S.r.l. | 23,000 | 29.12.2022 | 30.06.2026 | 20,655 | - | 20,655 | 20,764 | 41,400 | Yes |
| Loan | Homizy Siiq S.p.A. | 1,500 | 21.05.2024 | 21.05.2029 | 353 | 1,055 | 1,408 | 1,414 | n/a | No |
| Loan | Homizy Siiq S.p.A. | 1,500 | 21.05.2024 | 05.10.2031 | 258 | 1,257 | 1,515 | 1,500 | n/a | No |
| Unsecured loan | Hommi S.r.l. | 4,000 | 25.10.2024 | 31.12.2030 | 630 | 3,113 | 3,743 | 3,719 | n/a | No |
| Unsecured loan | Housenow S.r.l. | 5,000 | 24.12.2024 | 31.12.2030 | - | 4,948 | 4,948 | 5,000 | n/a | No |
| Landed property loan | Lambrate Twin Palace S.r.l. | 18,100 | 25.05.2021 | 30.06.2050 | 66 | 3,657 | 3,723 | 3,723 | 36,200 | No |
| Unsecured loan | Mivivi S.r.l. | 5,000 | 06.05.2022 | 06.05.2028 | 1,262 | 2,300 | 3,562 | 3,560 | n/a | No |
| Landed property loan | MyCity S.r.l. | 17,300 | 28.03.2024 | 28.03.2054 | 69 | 7,277 | 7,346 | 7,302 | 34,600 | No |
| Landed property loan | Porta Naviglio Grande S.r.l. | 11,802 | 14.01.2021 | 14.12.2025 | 6,119 | - | 6,119 | 6,133 | 23,604 | Yes |
| Landed property loan | Savona 105 S.r.l. | 37,500 | 03.12.2020 | 31.12.2030 | 127 | 10,950 | 11,077 | 10,950 | 75,000 | Yes |
| Landed property loan | Smartcity Siinq S.r.l. | 9,100 | 22.12.2023 | 13.12.2036 | 60 | 7,275 | 7,335 | 7,280 | 18,200 | No |
| Landed property loan | TheUnits S.r.l. | 3,100 | 15.02.2021 | 31.03.2040 | 58 | 1,643 | 1,701 | 1,700 | 6,200 | No |
| Unsecured loan | Volaplana S.r.l. | 5,000 | 12.01.2022 | 11.01.2028 | 1,289 | 1,979 | 3,268 | 3,260 | n/a | No |
| Total | 266,377 | 50,775 | 104,393 | 155,168 | 154,921 |
* For real estate loans, disbursement is foreseen at the State of Works Progress (SAL) up to the amount indicated.
The following is a sensitivity analysis that was determined based on the Group's 30 September 2025 exposure and concerns the effect on the income statement of rate changes, upward and downward.
The columns show the increase (+) or, on the contrary, a decrease (-) in financial expenses compared to the value in the Consolidated Financial Statements 2025.
| Rate cha | nges | Sensitivity on rates ( | (Euro thousand) |
|---|---|---|---|
| (+) | (-) | (+) | (-) |
| +50 BP | -50 BP | 775 | (775) |
| +100 BP | -100 BP | 1,549 | (1,549) |
| +200 BP | -200 BP | 3,098 | (3,098) |
| +300 BP | -300 BP | 4,648 | (4,648) |
Below is a table summarising the financial covenants in some of the AbitareIn Group's loan agreements:
| Frequency and date of last | Parameter at last | |||
|---|---|---|---|---|
| Loan | calculation | Parameter | Limit | reporting date |
| AbitareIn S.p.A. (BNL) | Financial year (30.09.2025) |
consolidated net financial debt/consolidated equity | < 1.75 | 1.36 |
| AbitareIn S.p.A. (BNL) | Financial year (30.09.2025) |
net financial debt in financial statements/equity in financial statements |
< 0.75 | (0.07) |
| AbitareIn S.p.A. (BNL) | Financial year (30.09.2025) |
Loan to Value | < 45.00% | 40.35% |
| AbitareIn S.p.A. (BPER) | Financial year (30.09.2025) |
consolidated net financial debt/consolidated equity | < 1.75 | 1.36 |
| AbitareIn S.p.A. (BPER) | Financial year (30.09.2025) |
net financial debt in financial statements/equity in financial statements |
< 0.75 | (0.07) |
| AbitareIn S.p.A. (MPS) | Financial year (30.09.2025) |
consolidated net financial debt/consolidated equity | < 1.75 | 1.36 |
| AbitareIn Development 5 S.r.l. | Financial year (30.09.2025) |
Loan to Cost/Loan to Value | < 69.8% / 51% | 59.31% / 46.35% |
| Accursio S.r.l. | Financial year (30.09.2025) |
Loan to Cost/Loan to Value | < 69.17% / 60% | 59.17% / n/a |
| Deametra Siinq S.r.l. | Financial year (30.09.2025) |
Loan to Value | < 70.00% | n/a |
| Porta Naviglio Grande S.r.l. |
Financial year (30.09.2025) |
Loan to Cost/Loan to Value | < 63% / 45% | 22.78% / 19.06% |
| Savona 105 S.r.l. | Financial year (30.09.2025) |
Loan to Cost/Loan to Value | < 60.68% / 60.00% |
46.71% / 51.47% |
As of 30 September 2025, the financial covenants had been fully complied.
The item other financial payables is mainly composed of:
Pursuant to IAS 19R, the main economic-financial assumptions used in the actuarial valuations are detailed below:
| 30.09 2025 |
30.09 2024 |
|
|---|---|---|
| Annual inflation rate | 2.00% | 2.50% |
| Technical annual discount rate | 3.70% | 3.25% |
| Annual rate of salary increase | 2.00% | 2.50% |
The following changes in employee benefits were recorded in the relevant period:
| Balance at 30 September 2024 | 324,858 |
|---|---|
| Financial expenses | 9,634 |
| Advances paid and settlements | (108,590) |
| Accruals | 130,096 |
| Actuarial gains (losses) | 23,233 |
| Balance at 30 September 2025 | 379,231 |
Below is the reconciliation table of employee benefit liabilities according to IAS 19:
| Defined benefit obligation | 312,923 |
|---|---|
| Service cost | 79,487 |
| Net interest cost | 9,343 |
| (Benefits paid) | (52,561) |
| Transfers in (out) | - |
| Actuarial (G) & L on DBO - Experience adjustments and other ass. Defined benefit obligation 30.09.2024 |
24,576 365,560 |
|---|---|
| Actuarial (G) & L on DBO - Change in financial assumptions | (8,208) |
| Actuarial (gain)/loss | 16,368 |
| Expected defined benefit obligation | 349,192 |
As of 30 September 2025, "Other non-current liabilities," amounting to Euro 631 thousand, consisted of the provision for severance pay in the amount of Euro 532 thousand and the risk provision that emerged from the negative mark-to-market value of the cash flow hedge derivative entered into by the holding company Abitare In S.p.A. in the amount of Euro 99 thousand.
The following changes were recorded in the directors' severance indemnity reserve:
| Balance at 30 September 2024 | 428,731 |
|---|---|
| Financial expenses | 13,719 |
| Advances paid and settlements | - |
| Accruals | 99,893 |
| Actuarial gains (losses) | (10,698) |
Balance at 30 September 2025 531,645
Below is the reconciliation table of employee benefit liabilities according to IAS 19:
| Defined benefit obligation | 428,732 |
|---|---|
| Service cost | 91,745 |
| Net interest cost | 13,719 |
| (Benefits paid) | - |
| Transfers in (out) | - |
| Expected defined benefit obligation | 534,196 |
| Actuarial (gain)/loss | (10,698) |
| Actuarial (G) & L on DBO - Change in financial assumptions | (12,796) |
| Actuarial (G) & L on DBO - Experience adjustments and other ass. | 2,098 |
| Defined benefit obligation 30.09.2024 | 523,498 |
The following table presents the composition of the risk fund:
| Description | Notional | Valuation Date | Expiration | Mark To Market |
|---|---|---|---|---|
| IRS fixed rate/variable rate with zero floor |
3,984,433 | 30/09/2025 | 30/09/2028 | 90,379 |
| IRS fixed rate/variable rate with zero floor |
3,000,000 | 30/09/2025 | 06/12/2028 | 8,914 |
| Total | 99,293 |
The table below shows the breakdown of customer deposits and advance payments as of 30 September 2025 and 30 September 2024:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Non-current deposits from customers | 10,973,312 | 16,700,785 | (5,727,473) |
| Non-current advances from customers | 26,698,149 | 36,908,217 | (10,210,068) |
| Current deposits from customers | 3,039,700 | 154,000 | 2,885,700 |
| Current advances from customers | 8,245,062 | - | 8,245,062 |
| Total | 48,956,223 | 53,763,002 | (4,806,779) |
The item down payments is composed of advances and deposits collected against contracts signed for the sale of property units under construction. In particular, the payable for non-current down payments and deposits, equal to Euro 37,671 thousand is attributable to the subsidiaries Savona 105 S.r.l. for Euro 7,729 thousand, MyCity S.r.l. for Euro 11,966 thousand, Abitare In Development 5 S.r.l. for Euro 12,436 thousand, GMC Holding S.r.l. for Euro 2,150 thousand, Immaginare S.r.l. for Euro 1,669 thousand, TheUnits S.r.l. for Euro 950 thousand, Abitare In Development 3 S.r.l. for Euro 277 thousand,Abitare In Development 4 S.r.l. for Euro 469 thousand and Mivivi for Euro 25 thousand.
The current payable for deposits and payments on account, amounting to Euro 11,285 thousand is attributable to the subsidiaries Porta Naviglio Grande S.r.l. for Euro 7,483 thousand and Lambrate Twin Palace S.r.l. for Euro 3,802 thousand.
Trade payables as of 30 September 2025 amounted to Euro 29,552 thousand (Euro 13,130 thousand as of 30 September 2024) and are stated at nominal value. All payables are due within one year. Payables mainly refer to suppliers engaged in production activities. There are no payables for significant amounts in currencies other than the euro. There are no payables for significant amounts outside the Italian territory.
The Group has a reverse factoring agreement in place with a third-party financial institution, which is available to certain strategic suppliers. Participation in the program is voluntary for suppliers and does not involve any changes to the contractual payment terms agreed with them. Under the reverse factoring program, following verification of receipt of goods or services and formal approval of invoices, participating suppliers may request advance payment from the financial institution for trade receivables owed by the Group. The financial institution will make the advance payment before the original due date of the invoices, under the economic conditions agreed directly with the suppliers. On the original due date of the invoice, the Group will settle the amount due to the financial institution, benefiting from a payment extension, in accordance with the existing contractual agreements, without this entailing any change to the payment terms originally agreed with suppliers.
In view of the contractual characteristics of the reverse factoring agreement, the Group has reclassified liabilities relating to overdue invoices subject to deferred payment as financial debt.
The table below shows the breakdown of other current liabilities at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Town planning costs | 671,649 | 1,382,609 | (710,960) |
| Other payables | 11,781,907 | 8,623,580 | 3,158,327 |
| Accrued expenses and prepaid income | 21,387 | 94,494 | (73,107) |
| Social security contributions payable | 80,820 | 140,656 | (59,836) |
| Other current liabilities | 12,555,763 | 10,241,339 | 2,314,424 |
Payables arising from the payment in instalments of urbanisation charges for the subsidiaries Abitare In Maggiolina S.r.l. for an amount of Euro 367 thousand and Porta Naviglio Grande S.r.l. for an amount of Euro 305 thousand.
The item other payables mainly includes:
• Debt for withholding as guarantee towards the contractor company entrusted with the construction of the buildings owned by the subsidiaries Milano City Village S.r.l., Costruire In S.r.l., Porta Naviglio Grande S.r.l., Lambrate Twin Palace S.r.l., MyCity S.r.l. e TheUnits S.r.l. for a total amount of Euro 7,161 thousand;
Current tax liabilities, amounted to Euro 1,161 thousand as of 30 September 2025, are mainly composed of debt for IMU (municipal property tax) payable in the amount of Euro 294 thousand, amounts owed to the tax authorities for withholding taxes to be paid by professionals for a comprehensive amount of Euro 71 thousand from the tax liability for IRAP (regional business tax) amounting to Euro 481 thousand and the tax liability for IRES (corporate income tax) amounting to Euro 311 thousand.
Total revenue amounted to Euro 74,774 thousand as of 30 September 2024, compared to Euro 104,563 thousand as of 30 September 2025.
The breakdown of revenues from sales and services by category of activity and geographical area is omitted as the business is conducted entirely in Italy.
The composition of revenues from sales and services is as follows:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Abitare In Development 5 S.r.l. | 15,000 | - | 15,000 |
| Abitare In Development 7 S.r.l. | 270,000 | - | 270,000 |
| City Zeden S.r.l. | - | 397,947 | (397,947) |
| Lambrate Twin Palace S.r.l. | 19,729,394 | 19,729,394 | |
| Milano City Village S.r.l. | - | 3,271,700 | (3,271,700) |
| Mivivi S.r.l. | 284,000 | 284,000 | |
| Palazzo Naviglio S.r.l. | 8,000 | 3,253,074 | (3,245,074) |
| Porta Naviglio Grande S.r.l. | 8,550,326 | - | 8,550,326 |
| Trilogy Towers S.r.l. | 1,718,800 | 6,387,956 | (4,669,156) |
| Volaplana S.r.l. | - | 3,000,000 | (3,000,000) |
| Total | 30,575,520 | 16,310,677 | 14,264,843 |
Revenue from sales and services, amounting to Euro 30,575 as at 30 September 2025 mainly refer to the sale of residential units delivered to customers in the Porta Naviglio Grande project for Euro 8,550 thousand, the Lambrate Twin Palace project for Euro 19,729 thousand, and the Trilogy Towers project for Euro 1,719 thousand.
he item "Change in inventory for progress of works" breaks down as follows:
| 30.09 2025 |
30.09 2024 |
Changes | |
|---|---|---|---|
| Abitare In Development 3 S.r.l. | 13,996,884 | - | 13,996,884 |
| Abitare In Development 4 S.r.l. | 984,366 | 2,424,356 | (1,439,990) |
| Abitare In Development 5 S.r.l. | 24,692,345 | 16,704,146 | 7,988,199 |
| Abitare In Development 6 S.r.l. | 24,158 | - | 24,158 |
| Abitare In Development 7 S.r.l. | (313,000) | (7,427) | (305,573) |
| Abitare In Maggiolina S.r.l. | (500,000) | (500,000) | |
| Accursio S.r.l. | 1,522,157 | 1,793,575 | (271,418) |
| City Zeden S.r.l. | - | (356,623) | 356,623 |
| Citynow S.r.l. | 538,520 | 408,307 | 130,213 |
| Creare S.r.l. | 60,611 | 139,315 | (78,704) |
| Edimi S.r.l. | 232,754 | 330,588 | (97,834) |
| GMC Holding S.r.l. | 291,677 | 2,088,315 | (1,796,638) |
| Hommi S.r.l. | 1,680,288 | - | 1,680,288 |
| Housenow S.r.l. | 1,009,462 | - | 1,009,462 |
| Immaginare S.r.l. | 118,486 | 83,423 | 35,063 |
| Lambrate Twin Palace S.r.l. | (14,801,459) | 11,656,298 | (26,457,757) |
| Milano City Village S.r.l. | - | (2,969,041) | 2,969,041 |
| Mivivi S.r.l. | (597,958) | 1,441,601 | (2,039,559) |
| MyCity S.r.l. | 6,073,578 | 8,271,962 | (2,198,384) |
| New Tacito S.r.l. | 321,526 | 378,974 | (57,448) |
| Palazzo Naviglio S.r.l. | (7,957) | (3,013,399) | 3,005,442 |
| Porta Naviglio Grande S.r.l. | (6,757,845) | 11,563,966 | (18,321,811) |
| Savona 105 S.r.l. | 1,013,332 | 1,863,837 | (850,505) |
| TheUnits S.r.l. | 2,185,984 | 793,616 | 1,392,368 |
| Trilogy Towers S.r.l. | (1,472,788) | (5,344,974) | 3,872,186 |
| Volaplana S.r.l. | 133,630 | (3,527,104) | 3,660,734 |
| Ziro S.r.l. | 275,297 | 932,469 | (657,172) |
| Total | 30,704,048 | 45,656,180 | (14,952,132) |
As of 30 September 2025, this item included the costs incurred for the acquisition of the real estate complex by the subsidiary Hommi S.r.l. in the amount of Euro 10,500 thousand.
Other operating revenues of Euro 32,783 thousand as of 30 September 2025 mainly include:
• Increases in tangible assets in progress inherent to investments in real estate intended for location in the form of co-living in the head of the subsidiaries
As of 30 September 2025, this item includes costs incurred for the acquisition of the real estate complex intended for sale by subsidiary Hommi S.r.l. in the amount of Euro 10,500 thousand.
Costs for services breaks down as follows:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Legal, notarial and administrative consultancy | 1,528,320 | 1,273,125 | 255,195 |
| Technical consultancy | 1,522,248 | 1,259,735 | 262,513 |
| Design and project management | 2,889,983 | 3,313,416 | (423,433) |
| Construction costs | 60,087,757 | 30,965,261 | 29,122,496 |
| Rehabilitation | 384,226 | 63,858 | 320,368 |
| Demolition | 7,750 | 681,187 | (673,437) |
| Construction charges | 108,037 | 2,632,359 | (2,524,322) |
| Directors | 1,330,556 | 1,639,998 | (309,442) |
| Statutory auditors, auditing firm and supervisory body |
397,815 | 400,963 | (3,148) |
| Marketing and advertising | 418,477 | 1,164,136 | (745,659) |
| Furniture costs | 862,216 | 83,316 | 778,900 |
| Brokerage fees | 612,149 | 418,946 | 193,203 |
| Sureties | 695,051 | 690,071 | 4,980 |
| Insurance | 136,131 | 180,843 | (44,712) |
| Condominium expenses | 579,288 | 430,522 | 148,766 |
| Utilities | 433,548 | 424,998 | 8,550 |
| Other | 2,920,754 | 2,337,963 | 582,791 |
| Total | 74,914,306 | 47,960,697 | 26,953,609 |
The reduction in design costs is due to the completion of the Frigia project. The increase in construction costs is due to the progress of work on the Porta Naviglio Grande, Lambrate Twin Palace, Palazzo Sintesy, and Balduccio12 construction sites. The increase in construction costs is also influenced by the progress of renovation work on projects intended for co-living rentals by the subsidiaries Deametra Siinq S.r.l. and Smartcity Siinq S.r.l. The increase in remediation costs is due to the start of remediation work on the areas owned by the subsidiaries Abitare In Development 4 S.r.l. and New Tacito S.r.l. The reduction in demolition costs is due to the completion of preliminary activities for the renovation of buildings intended for co-living rentals by subsidiaries Deametra Siinq S.r.l. and Smartcity Siinq S.r.l. The reduction in construction costs is due to the purchase of equalization rights during the financial year ended September 30, 2024. The internalization of marketing activities has led to a significant reduction in related costs. Finally, the increase in furniture costs is due to the delivery of real estate units to customers of the Lambrate Twin Palace and Porta Naviglio Grande projects.
Rental and similar costs, amounting to Euro 1,113 thousand as of 30 September 2025 (Euro 184 thousand as of 30 September 2024), recorded in the income statement refer exclusively to short-term contracts. These contracts, having a duration of less than 12 months, fall under the exemptions provided for in IFRS 16 accounting standard. Therefore, they were not recognized on an accrual basis. There are not significant future commitments arising from such leases.
The breakdown of personnel expenses is as follows:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Wages and salaries | 2,239,353 | 2,562,512 | (323,159) |
| Social security costs | 749,257 | 694,415 | 54,842 |
| Severance indemnity reserve (TFR) | 130,096 | 152,458 | (22,362) |
| Other expenses | 542,042 | 555,801 | (13,759) |
| Total personnel expenses | 3,660,748 | 3,965,186 | (304,438) |
<-- PDF CHUNK SEPARATOR -->
The table below shows the average and exact number of employees per category for the financial years ending 30 September 2025 and 30 September 2024:
| 30.09 2025 |
30.09 2024 |
|||
|---|---|---|---|---|
| Average | End-of-period | Average | End-of-period | |
| Executives | 2 | 2 | 2 | 2 |
| Office workers | 48 | 45 | 53 | 52 |
| Total | 50 | 47 | 55 | 54 |
The breakdown of "Depreciation/Amortisation" is as follows:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Amortisation of intangible assets | 759,387 | 878,583 | (119,196) |
| Depreciation of property, plant and equipment | 404,137 | 391,718 | 12,419 |
| Total amortisation/depreciation | 1,163,524 | 1,270,301 | (106,777) |
The change in depreciation and amortization is mainly related to investments made by the subsidiary Abitare In Development 3 S.r.l. for the renovation of its offices located in Milan at Viale Umbria, 32.
The item "Impairment losses and provisions," amounting to Euro 100 thousand, is composed exclusively of the provision relating to the termination indemnity recognized to the directors.
Other operating expenses amounted to Euro 3,145 thousand and mainly included indirect taxes of Euro 1,477 thousand (of which IMU of Euro 1,175 thousand), contractual penalties of Euro 870 thousand (in the head of the subsidiaries Savona 105 S.r.l. for Euro 623 thousand, TheUnits S.r.l. for Euro 175 thousand, GMC Holding S.r.l. for Euro 11 thousand, Immaginare S.r.l. for Euro 2 thousand, Porta Naviglio Grande S.r.l. for Euro 18 thousand, Lambrate Twin Palace S.r.l. for Euro 1 thousand and Trilogy Towers for Euro 40 thousand) and for the remainder subscriptions and membership fees and losses incurred for various reasons.
As of 30 September 2025, financial income amounted to Euro 582 thousand the following table shows the breakdown of financial income:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Income from investment securities | 106,723 | 404,833 | (298,110) |
| Interest income | 129,344 | 266,960 | (137,616) |
| Income from derivatives | - | 168,518 | (168,518) |
| Revaluation of equity investments | 235,627 | 21,535 | 214,092 |
| Other financial income | 109,969 | 2,160,426 | (2,050,457) |
| Total | 581,663 | 3,022,272 | (2,440,609) |
Financial income from securities, amounting to Euro 107 thousand, is due to the revaluation of investment lines carried out by the holding company Abitare In S.p.A., generated by the accounting alignment to fair value as of 30 September 2025. Interest income mainly refers, for a total amount of Euro 128 thousand, to interest accrued on the loan granted by the holding company Abitare In S.p.A. to third parties. The item "Revaluation of equity investments," amounting to Euro 236 thousand, refers entirely to the revaluation of the investment in Tecma Solutions S.p.A. The reference parameter for fair value was the listing price as of 30 September 2025, equal to Euro 2.24 per share. The item "Other financial income" mainly refers to the revaluation of the eco-bonus credit generated by the alignment of the book value with the fair value at 30 September 2025 of the tax credit for a total amount of Euro 109 thousand.
As of 30 September 2025, financial expenses amounted to Euro 8,728 the following table shows the breakdown of financial expenses:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Write-down of investments | 93,008 | 876,797 | (783,789) |
| Capital loss on equity investments | 35,844 | - | 35,844 |
| Interest expense on mortgages | 7,050,125 | 6,504,118 | 546,007 |
| Interest payable on urbanization charges | - | 30,865 | (30,865) |
| Fees on mortgages | 645,019 | 512,590 | 132,429 |
| Other financial charges | 903,906 | 392,632 | 511,274 |
| Total | 8,727,902 | 8,317,002 | 410,900 |
The item "Write-down of equity investments" amounting to Euro 93 thousand mainly refers (for a total amount of Euro 91 thousand) to the write-down of the investment in Arras Group, as the company has filed for a composition agreement with reserve with the Court of Milan in order to manage a financial crisis and try to avoid bankruptcy. The remaining Euro 2 thousand refers to the write-down of equity investments held in Banca di Credito Cooperativo. The fair value reference parameter used was the listing price at 30 September 2025, equal to Euro 10.06 per share. The loss on equity investments of Euro 36 thousand relates entirely to the consensual termination of Abitare In S.p.A.'s stake in Via Bombay n.1 S.r.l. Interest expense payable to banks, amounting to Euro 7,050 thousand, is attributable to the average financial debt for the year ended 30 September 2025. Other financial expenses include commissions of Euro 645 thousand, which are financial expenses incurred to obtain new loans, and expenses of Euro 138 thousand relating to the conclusion of the Olimpia project.
The table below shows the breakdown of income taxes as at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Current | 2,962,068 | 2,212,533 | 749,535 |
| Deferred | (1,370,575) | 2,304,221 | (3,674,796) |
| Income taxes | 1,591,493 | 4,516,754 | (2,925,261) |
For details of deferred taxes, see the table in Note 4. "Deferred tax assets and liabilities". The Group's taxation is regulated through the tax consolidation agreements under AbitareIn S.p.A and Homizy Siiq S.p.A
The reconciliation between the actual tax liability recognised in the financial statements and the theoretical tax liability, determined for IRES, IRAP and on the basis of the theoretical tax rate, is as follows:
| IRES tax | % | 2025 | 2024 |
|---|---|---|---|
| EBT | 1,768,834 | 10,140,466 | |
| Theoretical tax liability (%) | 24% | 424,520 | 2,433,712 |
| Increases: | |||
| IMU TAX | 949,888 | 924,093 | |
| Unpaid remuneration and employee bonuses | 475,000 | 973,360 | |
| Provision for Bonus/Provision for bad debts/write-downs | 8,857,942 | 1,181,740 | |
| Non-deductible interest | 8,787,810 | 6,734,991 | |
| Change due to consolidated IAS entries | 7,530,928 | 2,811,082 | |
| Other increases | 2,136,769 | 3,019,028 | |
| Total | 28,738,337 | 15,644,294 | |
| Decreases: | |||
| Paid remuneration and employee bonuses | 433,860 | 69,834 |
| Dividends and revaluations | 1,608,377 | 10,186,535 | |
|---|---|---|---|
| Use of provision for risks | 280,000 | 918,851 | |
| Deduction for prior losses, ACE (aid to economic growth), IRAP tax and contributions |
2,381,620 | 1,164,139 | |
| Other decreases | 8,139,187 | 6,597,754 | |
| Total | 12,843,044 | 18,937,113 | |
| IRES tax base | 17,664,127 | 6,847,647 | |
| IRES tax pertaining to the period | 4,239,390 | 1,643,435 | |
| Extraordinary income IRES tax previous year | - | - | |
| IRES tax | 4,239,390 | 1,643,435 | |
| IRAP tax | % | 2025 | 2024 |
| Difference between income and costs not considered for IRAP tax purposes |
12,849,179 | 7,752,682 | |
| Theoretical tax liability (%) | 3.90% | 501,118 | 302,355 |
| Increases: | |||
| Costs for collaborators and directors | 2,135,739 | 2,457,839 | |
| IMU TAX | 1,175,563 | 1,152,712 | |
| Changes in consolidated IAS entries | 7,530,928 | 2,811,082 | |
| Other increases | 10,593,172 | 3,643,017 | |
| Total | 21,435,402 | 10,064,650 | |
| Decreases: | |||
| Grants for the year | 2,320,026 | 1,080,359 | |
| Tax wedge deductions | 2,399,041 | 3,352,337 | |
| Other decreases | 1,088,657 | 1,239,127 | |
| Total | 5,807,724 | 5,671,823 | |
| IRAP tax base | 28,476,857 | 12,145,509 | |
| IRAP tax pertaining to the period | 1,043,540 | 569,096 | |
| Extraordinary income IRAP tax previous year | - | - | |
| IRAP tax | 1,043,540 | 569,096 |
Basic earnings per share are calculated by dividing the profit for the year attributable to ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding in the period. For the purpose of the diluted earnings per share, the ordinary shares that will potentially issued following the achievement of the targets de-fined in the stock grant plan have not been taken into account as they cannot be determined as of today.
The table below shows the breakdown of basic and diluted earnings per share for the years ended 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Net profit (loss) attributable to the owners of the Parent (Euro) |
177,341 | 5,623,712 | (5,446,371) |
| No. of shares outstanding | 25,547,181 | 25,547,181 | - |
| Number of potential ordinary shares | 1,211,802 | 1,211,802 | - |
| Average number of shares outstanding considered in the calculation of diluted earnings per share |
26,758,983 | 26,758,983 | - |
| Earnings per share (Euro) | 0.01 | 0.21 | (0.20) |
| Diluted earnings per share (Euro) | 0.01 | 0.20 | (0.19) |
| 30.09 2024 |
30.09 2023 |
Change | |
| Net profit (loss) attributable to the owners of the Parent in statement of comprehensive income (Euro) |
175,446 | 5,390,996 | (5,215,550) |
| No. of shares outstanding | 25,547,181 | 25,547,181 | - |
| Number of potential ordinary shares | 1,211,802 | 1,211,802 | - |
| Average number of shares outstanding considered in the calculation of diluted earnings per share |
26,758,983 | 26,758,983 | - |
| Earnings per share (Euro) | 0.01 | 0.21 | (0.20) |
| Diluted earnings per share (Euro) | 0.01 | 0.20 | (0.19) |
net of treasury shares held as of 30 September 2024
Pursuant to IAS 24, related parties of the Group are companies and individuals that are able to exercise control, joint control or have significant influence on the Group and its subsidiaries.
Intercompany transactions are of a business and financial nature and tend to be formalised by contracts. Such transactions are carried out at arm's length and carefully monitored by the Board of Directors. The transactions with the counterparties in question are related to the normal operations of the single entity; there are no transactions of an atypical or unusual nature.
Below is the detail relating to the assets and liabilities towards the identified related parties:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Equity investment in Via Bombay No. 1 S.r.l. | - | 21,537 | (21,537) |
| Loan vs Via Bombay n.1 S.r.l. | - | 3,473,867 | (3,473,867) |
| Trade receivables vs Via Bombay No. 1 S.r.l. | - | 953,572 | (953,572) |
| Provision for TFM | 531,645 | 428,731 | 102,914 |
| Payables to auditors | 53,091 | 65,545 | (12,454) |
| Payables to directors | 1,381,250 | 1,333,110 | 48,140 |
| Total | 1,965,986 | 6,276,362 | (4,310,376) |
Below is the detail relating to the revenues and costs towards the identified related parties:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Revenues for service vs. Via Bombay No. 1 S.r.l. | 115,858 | 671,333 | (555,475) |
| Revaluation of investment Via Bombay n.1 S.r.l. | - | 21,537 | (21,537) |
| Capital loss on investment in Via Bombay n.1 S.r.l. | 35,844 | - | 35,844 |
| Interest income for loan vs Bombay No. 1 S.r.l. | 128,958 | 239,602 | (110,644) |
| Directors' compensation | 1,330,556 | 1,639,998 | (309,442) |
| Directors' Severance Indemnity Reserve (TFM) | 99,893 | 83,265 | 16,628 |
| Auditors' remuneration | 112,421 | 104,520 | 7,901 |
| Compensation of manager with strategic responsibilities | 160,000 | 170,000 | (10,000) |
| Total | 1,983,530 | 2,930,255 | (946,725) |
In addition to what has already been reported in note 12, AbitareIn guarantees the fulfilment of the obligations assumed by the subsidiaries, towards Reale Mutua Assicurazioni, against the issuance by the latter of the sureties that the same subsidiaries provide in favour of third parties. As at 30 September 2025, the total amount of the guarantee was Euro 101.6 million.
The guarantees issued by Abitare In S.p.A. on behalf of the subsidiaries in favour of credit institutions are listed below:
| Company | Amount guaranteed | Date of issue | Type of guarantee |
|---|---|---|---|
| Abitare In Development 3 S.r.l. | 3,000,000 22.06.2018 | Loan repayment guarantee | |
| Abitare In Development 4 S.r.l. | 1,175,000 03.03.2022 | Comfort letter of 1,7 mln | |
| Accursio S.r.l. | 10,500,000 29.12.2021 | Loan repayment guarantee | |
| Citynow S.r.l. | 400,000 01.02.2022 | Loan repayment guarantee | |
| Deametra Siinq S.r.l. | 21,688,857 | 29.12.2022 | Loan repayment guarantee |
| Homizy Siiq S.p.A. | 1,500,000 21.05.2024 | Loan repayment guarantee | |
| Hommi S.r.l. | 10,000,000 | 25.10.2024 | Loan repayment guarantee |
| Housenow S.r.l. | 5,000,000 | 24.12.2024 | Loan repayment guarantee |
| Total | 112,113,857 | ||
|---|---|---|---|
| Volaplana S.r.l. | 5,000,000 11.01.2022 | Loan repayment guarantee | |
| Smartity Siinq S.r.l. | 13,650,000 | 13.12.2021 | Loan repayment guarantee |
| Savona 105 S.r.l. | 10,950,000 03.12.2020 | Loan repayment guarantee | |
| Porta Naviglio Grande S.r.l.* | 3,650,000 17.12.2020 | Loan repayment guarantee | |
| MyCity S.r.l. | 17,300,000 15.05.2023 | Comfort letter | |
| Mivivi S.r.l. | 5,000,000 06.05.2022 | Loan repayment guarantee | |
| Lambrate Twin Palace S.r.l. | 3,300,000 25.05.2021 | Comfort letter of 3,3 mln and subordination of 2 mln loan |
*: the sales target allowing AbitareIn S.p.A. to request the cancellation of the guarantee was reached.
IFRS 8 defines an operating segment as a component: - Involving revenue- and cost-generating business activities; - Whose operating results are reviewed periodically-at the highest decision-making level; - For which separate economic and financial data are available.
For the purposes of IFRS 8 - the activity carried out by the Group can be identified in two operating segments such as:
The following is the segment capital disclosure as of 30 September 2025 and 30 September 2024:
| Residential development for sale |
Build to rent | Intercompany eliminations |
30.09 2024 |
|
|---|---|---|---|---|
| Property, plant and equipment | 7,294,378 | 27,545,300 | - | 34,839,678 |
| Intangible assets | 1,856,905 | 187,758 | - | 2,044,663 |
| Financial activities | 3,141,541 | - | (3,116,000) | 25,541 |
| Equity investments in other companies | 1,335,712 | - | (168,500) | 1,167,212 |
| Non-current financial receivables | 3,473,867 | - | - | 3,473,867 |
| Deferred tax assets | 2,190,440 | 497,851 | - | 2,688,291 |
| TOTAL NON-CURRENT ASSETS | 19,292,843 | 28,230,909 | (3,284,500) | 44,239,252 |
| Inventory | 219,495,910 | - | - | 219,495,910 |
| Financial assets carried at fair value | 9,317,621 | - | - | 9,317,621 |
| Trade receivables | 3,414,271 | 800,000 | (1,957,407) | 2,256,864 |
| Other current assets | 12,039,498 | 399,611 | - | 12,439,109 |
| Current tax assets | 5,207,842 | 1,182,185 | - | 6,390,027 |
| Cash and cash equivalents | 10,641,964 | 3,134,769 | - | 13,776,733 |
| TOTAL CURRENT ASSETS | 260,117,106 | 5,516,565 | (1,957,407) | 263,676,264 |
| TOTAL ASSETS | 279,409,949 | 33,747,474 | (5,241,907) | 307,915,516 |
| Share capital | 133,075 | 115,850 | (115,850) | 133,075 |
| Reserves | 46,481,738 | 13,698,564 | (13,697,609) | 46,482,693 |
| Profit (loss) carried forward | 45,859,286 | (778,665) | 9,859,375 | 54,939,996 |
| EQUITY ATTRIBUTABLE TO THE OWNERS 98,640,751 12,492,810 (3,796,415) OF THE PARENT Profit and reserves attributable to non - - - controlling interests EQUITY 98,640,751 12,492,810 (3,796,415) Non-current financial liabilities 82,383,815 13,443,832 - Employee benefits 306,914 17,944 - Other non-current liabilities 563,609 - - |
107,337,146 |
|---|---|
| 3,627,911 110,965,057 95,827,647 |
|
| 324,858 | |
| 563,609 | |
| Customer down payments and deposits 53,609,002 - - |
53,609,002 |
| Deferred tax liabilities 6,164,725 1,481 - |
6,166,206 |
| TOTAL NON-CURRENT LIABILITIES 143,028,065 13,463,257 - |
156,491,322 |
| Current financial liabilities 16,239,689 142,391 - |
16,382,080 |
| Trade payables 11,129,782 6,981,819 (4,981,129) |
13,130,472 |
| Other current liabilities 9,813,765 519,848 (92,274) |
10,241,339 |
| Customer down payments and deposits 154,000 - - |
154,000 |
| Current tax liabilities 403,897 147,349 - |
551,246 |
| TOTAL CURRENT LIABILITIES 37,741,133 7,791,407 (5,073,403) |
40,459,137 |
| TOTAL LIABILITIES 180,769,198 21,254,664 (5,073,403) |
196,950,459 |
| TOTAL LIABILITIES AND EQUITY 279,409,949 33,747,474 (8,869,818) |
307,915,516 |
| Residential | |
| Intercompany development Build to rent |
30.09 |
| eliminations for sale |
2025 |
| Property, plant and equipment 7,056,495 54,937,590 - |
61,994,085 |
| Intangible assets 1,441,990 323,988 - |
1,765,978 |
| Equity investments in other companies 1,539,294 - (251,000) |
1,288,294 |
| Non-current financial receivables 3,216,000 - (3,216,000) |
- |
| Deferred tax assets 3,082,741 725,391 - |
3,808,132 |
| TOTAL NON-CURRENT ASSETS 16,336,520 55,986,969 (3,467,000) |
68,856,489 |
| Inventory 260,699,958 - - |
260,699,958 |
| Financial assets carried at fair value 3,004,692 - - |
3,004,692 |
| Trade receivables 11,834,619 584,324 (8,294,051) |
4,124,892 |
| Other current assets 17,083,359 1,741,219 - |
18,824,578 |
| Current tax assets 5,445,571 3,041,036 - |
8,486,607 |
| Cash and cash equivalents 3,557,153 1,343,423 - |
4,900,576 |
| TOTAL CURRENT ASSETS 301,625,352 6,710,002 (8,294,051) |
300,041,303 |
| TOTAL ASSETS 317,961,872 62,696,971 (11,761,051) |
368,897,792 |
| Share capital 133,075 115,850 (115,850) |
133,075 |
| Reserves 46,479,274 13,721,624 (13,720,100) |
46,480,798 |
| Profit (loss) carried forward 52,025,938 (1,344,094) 9,986,852 |
60,668,696 |
| Profit (loss) for the year 895,038 (717,697) 206,697 |
384,038 |
| EQUITY ATTRIBUTABLE TO THE OWNERS 99,533,325 11,775,683 (3,642,401) |
107,666,607 |
| OF THE PARENT Profit and reserves attributable to non |
|
| 3,391,396 | |
| controlling interests | |
| EQUITY 99,533,325 11,775,683 (3,642,401) |
111,058,003 |
| Non-current financial liabilities 95,602,886 9,587,145 - |
105,190,031 |
| Employee benefits 358,570 20,661 - |
379,231 |
| Other non-current liabilities 630,938 - - |
630,938 |
| Customer down payments and deposits 37,671,461 - - |
37,671,461 |
| TOTAL NON-CURRENT LIABILITIES 140,177,046 9,609,491 - Current financial liabilities 32,172,871 21,326,791 - Trade payables 23,052,644 17,025,719 (10,525,998) Other current liabilities 10,849,679 2,690,132 (984,048) Customer down payments and deposits 11,284,762 - - Current tax liabilities 891,545 269,155 - TOTAL CURRENT LIABILITIES 78,251,501 41,311,797 (11,510,046) TOTAL LIABILITIES 218,428,547 50,921,288 (11,510,046) TOTAL LIABILITIES AND EQUITY 317,961,872 62,696,971 (15,152,447) |
|||
|---|---|---|---|
| 149,786,537 | |||
| 53,499,662 | |||
| 29,552,365 | |||
| 12,555,763 | |||
| 11,284,762 | |||
| 1,160,700 | |||
| 108,053,252 | |||
| 257,839,789 | |||
| 368,897,792 |
Below is the segment economic information as of 30 September 2025 and 30 September 2024:
| Residential development for sale |
Build to rent | Intercompany eliminations |
30.09 2024 |
|
|---|---|---|---|---|
| Revenue from sales | 16,310,677 | - | - | 16,310,677 |
| Revenues for services | 1,459,026 | - | (1,459,026) | - |
| Change in inventory for progress of works | 45,656,180 | - | - | 45,656,180 |
| Change in inventory for new sites purchased | 2,690,254 | - | - | 2,690,254 |
| Other revenue | 3,134,309 | 6,997,068 | (14,877) | 10,116,500 |
| TOTAL REVENUE | 69,250,446 | 6,997,068 | (1,473,903) | 74,773,611 |
| Property purchased for redevelopment for sale | 2,690,254 | - | - | 2,690,254 |
| Raw materials, consumables, supplies and goods | 101,792 | - | - | 101,792 |
| Services | 43,842,194 | 5,876,379 | (1,757,876) | 47,960,697 |
| Rentals and similar | 182,080 | 100 | - | 182,180 |
| Personnel expenses | 3,825,886 | 139,300 | - | 3,965,186 |
| Depreciation/Amortisation | 1,236,354 | 33,947 | - | 1,270,301 |
| Impairment losses and provisions | 363,265 | - | - | 363,265 |
| Other operating expenses | 2,547,809 | 256,931 | - | 2,804,740 |
| TOTAL OPERATING EXPENSES | 54,789,634 | 6,306,657 | (1,757,876) | 59,338,415 |
| EBIT | 14,460,812 | 690,411 | 283,973 | 15,435,196 |
| Financial income | 3,022,272 | |||
| Financial expenses | (8,317,002) | |||
| EBT | 10,140,466 | |||
| Income taxes | (4,516,754) | |||
| PROFIT (LOSS) FOR THE YEAR | 5,623,712 |
| Residential development for sale |
Build to rent | Intercompany eliminations |
30.09 2025 |
|
|---|---|---|---|---|
| Revenue from sales | 30,575,520 | - | - | 30,575,520 |
| Revenues for services | 10,434,999 | - | (10,434,999) | - |
| Change in inventory for progress of works | 30,704,048 | - | - | 30,704,048 |
| Change in inventory for new sites purchased | 10,500,000 | - | - | 10,500,000 |
| Other revenue | 5,390,090 | 27,393,369 | - | 32,783,459 |
| TOTAL REVENUE | 87,604,657 | 27,393,369 | (10,434,999) | 104,563,027 |
| Property purchased for redevelopment for sale | 10,500,000 | - | - | 10,500,000 |
| Raw materials, consumables, supplies and goods | 50,525 | - | - | 50,525 |
|---|---|---|---|---|
| Services | 59,577,778 | 25,771,527 | (10,434,999) | 74,914,306 |
| Rentals and similar | 1,112,649 | 835 | - | 1,113,484 |
| Personnel expenses | 3,519,607 | 141,141 | - | 3,660,748 |
| Depreciation/Amortisation | 1,146,929 | 16,595 | - | 1,163,524 |
| Impairment losses and provisions | 99,893 | - | - | 99,893 |
| Other operating expenses | 2,849,472 | 296,002 | - | 3,145,474 |
| TOTAL OPERATING EXPENSES | 78,856,853 | 26,226,100 | (10,434,999) | 94,647,954 |
| EBIT | 8,747,804 | 1,167,269 | - | 9,915,073 |
| Financial income | 581,663 | |||
| Financial expenses | (8,727,902) | |||
| EBT | 1,768,834 | |||
| Income taxes | (1,591,493) | |||
| PROFIT (LOSS) FOR THE YEAR | 177,341 |
See the Directors' report accompanying the consolidated financial statements for further information.
IFRS 7 and IFRS 13 require the classification of financial instruments measured at fair value to be based on the quality of the sources of the inputs used in determining fair value. In particular, IFRS 7 and IFRS 13 define 3 levels of fair value:
There were no transfers between the different levels of the fair value hierarchy during the periods considered.
The table below summarises the comparison for financial assets and liabilities between their carrying value and their fair value calculated as at 30 September 2025 based on the level reflecting the inputs used in determining fair value:
| AS AT 30.09.2025 |
|||||
|---|---|---|---|---|---|
| (In Euro) | Note | Carrying amount |
Level 1 | Level 2 | Level 3 |
| Assets | |||||
| Equity investments in other companies | 3 | 1,288,294 | 1,288,294 | - | - |
| Financial assets carried at fair value | 6 | 3,004,692 | 3,004,692 | - | - |
| Trade receivables | 7 | 4,124,892 | - | - | 4,124,892 |
| Other current assets | 8 | 18,824,578 | - | - | 18,824,578 |
| Cash and cash equivalents | 10 | 4,900,576 | 4,900,576 | - | - |
| Liabilities | - | ||||
| Non-current financial liabilities | 12 | 105,190,031 | 105,190,031 | - | - |
| Other non-current liabilities | 14 | 630,938 | - | - | 630,938 |
| Current financial liabilities | 12 | 53,499,662 | 53,499,662 | - | - |
| Customer down payments and deposits | 15 | 48,956,223 | - | - | 48,956,223 |
| Trade payables | 16 | 29,552,365 | - | - | 29,552,365 |
| Other current liabilities | 17 | 12,555,763 | - | - | 12,555,763 |
See the Annual Management Report.
According to CONSOB Communication No. DEM/6064296 of 28 July 2006, it should be noted that during the financial year ended 30 September 2025, the AbitareIn Group did not engage in any atypical and/or unusual transactions, as de-fined in the same communication.
Pursuant to CONSOB Communication No. DEM/6064296 of 28 July 2006, it should be noted that during the financial year ended 30 September 2025, the AbitareIn Group did not undertake any significant non-recurring events and transactions, as defined in the communication.
Below is the information on the contributions made by the Public Administration to the AbitareIn Group:
• Euro 3 thousand as an operating subsidy pursuant to the refinancing decree approved by resolution no. 4037 of March 10, 2025, entitled "Formare per Assumere" (Train to Hire), granted to the parent company Costruire In S.r.l.
Below are details of the fees charged for the financial year ending 30 September 2025 for audit and non-audit services rendered by the auditing firm BDO S.p.A.:
| Amounts in K€ | 30.09 2025 |
|---|---|
| Auditing half-yearly financial statements | 30 |
| Statutory audit | 152 |
| Other assurance services | 2 |
| Total | 184 |
Milan, 11 December 2025
Luigi Francesco Gozzini (CEO)
Cristiano Contini
(Executive Responsible for Corporate Accounting Information)

Tel: +39 02 58.20.10 www.bdo.it
Viale Abruzzi, 94 20131 Milano
pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010 and article 10 of EU Regulation n. 537/2014
To the shareholders of Abitare In S.p.A.
We have audited the consolidated financial statements of Abitare In Group (the "Group") which comprise the consolidated statement of financial position as of September 30, 2025, the consolidated statement of comprehensive income, the consolidated income statement, the consolidated statement of changes in shareholders' equity and the consolidated statement of cash flow for the year then ended, and notes to the consolidated financial statements, including relevant information on the applicable accounting policies.
In our opinion the consolidated financial statements give a true and fair view of the financial position of the Group as of September 30, 2025, and its financial performance and its cash flows for the year then ended in accordance with the IFRS accounting standards issued by International Accounting Standards Board as adopted by the European Union, as well as the regulation issued to implement art. 9 of Legislative Decree N. 38/05.
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the consolidated financial statements section of our report. We are independent of Abitare In S.p.A. (the "Company") in accordance with the ethical and independence requirements applicable in Italy to the audit of consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Bari, Bologna, Brescia, Firenze, Genova, Milano, Napoli, Padova, Roma, Torino, Verona
BDO Italia S.p.A. - Sede Legale: Viale Abruzzi, 94 - 20131 Milano - Capitale Sociale Euro 1.000.000 i.v.
Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842
Iscritta al Registro del Revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013
BDO Italia S.p.A., società per azioni Italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte della rete internazionale BDO, network di società indipendenti.

WORK IN PROGRESS OF REAL ESTATE DEVELOPMENT
PARAGRAPH: RECOGNITION OF REVENUES AND INVENTORIES; USE OF ESTIMATES
NOTE 6: INVENTORY
NOTE 21: REVENUES AND CHANGE IN WORK IN PROGRESS AND FINISHED PRODUCTS
The Group booked EUR 218,1 million as "Real estate developments under way" among "Inventory" as of September 30, 2025.
As described in paragraph "Revenue and inventory recognition" within the "Measurement Criteria", the Group, in compliance with the international accounting standard IFRS 15, paragraph 35 in reference to real estate projects for which preliminary contracts have been signed for purchase and sale of real estate, carries inventories valued using the percentage of completion method in relation to construction costs.
The directors use estimates to determine the work progress status and the costs and revenues at the end of the real estate initiative.
For the reasons set out above, and in view of the significance of this caption, we have considered the assessment of the inventories of work in progress, a key audit matter of the consolidated financial statements.
The audit procedures applied in response to this key aspect concerned, among the others:
We checked the adequacy of the information provided in the notes to the consolidated financial statements
The Directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the IFRS accounting standards issued by International Accounting Standards Board as adopted by the European Union, as well as the regulation issued to implement art. 9 of Legislative Decree N. 38/05 and, in the terms prescribed by the law, for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Parent Company Abitare In S.p.A. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing, in terms prescribed by law, the Group's financial reporting process.

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISA Italia, we exercise professional judgment and maintain professional skepticism throughout the audit. We also have:
We have communicated with those charged with governance, as properly identified in accordance with ISA Italia, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We have also provided those charged with governance with a statement that we have complied with ethical and independence requirements applicable in Italy, and we have communicated all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate relevant risks or the safeguards measures applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We described those matters in the auditor's report.

We were initially engaged by the shareholders meeting of Abitare In S.p.A. on December 23, 2020 to perform the audits of the consolidated financial statements of each fiscal year starting from September 30, 2021 to September 30, 2029.
We declare that we did not provide prohibited non audit services, referred to article 5, paragraph 1, of Regulation (EU) 537/2014, and that we remained independent of the company in conducting the audit.
We confirm that the opinion on the consolidated financial statements of Abitare In S.p.A. included in this audit report is consistent with the content of the additional report prepared in accordance with article 11 of the EU Regulation n.537/2014, submitted to those charged with governance.
The Directors of Abitare In S.p.A. are responsible for the application of the requirements of Delegated Regulation (EU) 2019/815 of European Commission regarding the regulatory technical standards pertaining the electronic reporting format specifications (ESEF - European Single Electronic Format) (hereinafter the "Delegated Regulation") to the consolidated financial statements, to be included in the Annual financial report.
We have performed the procedures required under audit standard (SA Italia) no. 700B in order to express an opinion on the compliance of the consolidated financial statements at September 30, 2025 to the requirements of the Delegated Regulation.
In our opinion, the consolidated financial statements at September 30, 2025 have been prepared in XHTML format and have been marked-up, in all material respects, in compliance to the requirements of Delegated Regulation.
The directors of Abitare In S.p.A. are responsible for the preparation of the report on operations and of the corporate governance report of Abitare In S.p.A. as of September 30, 2025, including their consistency with the consolidated financial statements and their compliance with the applicable laws and regulations.
We have performed the procedures required under Auditing Standard (SA Italia) no. 720B in order to:
In our opinion, the report on operations and the specific information of the corporate governance report as provided by article 123-bis, paragraph 4, of Legislative Decree no. 58/98, are consistent with the consolidated financial statements of Group Abitare In as at September 30, 2025.
Furthermore, in our opinion the report on operations and of the specific information of the corporate governance report as provided by article 123-bis, paragraph 4, of Legislative Decree no. 58/98, are compliant with applicable laws and regulations.

Report of the Board of Auditors to the General
Meeting of Shareholders called for the approval of the
Annual Report and Financial Statements as at 30
September 2025 (pursuant to Article 153 of Italian
Legislative Decree no. 58/98, and to Article 2429,
paragraph 2 of the Italian Civil Code)
Dear Shareholders,
In accordance with Article 153 of Italian Legislative Decree no. 58/1998, the Italian Consolidated Law on Finance (Testo Unico della Finanza or TUF) and with Article 2429, paragraph 2 of the Italian Civil Code, the Board of Auditors shall report to the General Meeting on the performance of operations in the financial year and on the activities it carried out fulfilling its duties; it shall also make observations and proposals on the financial statements, their approval and on the matters it is responsible for.
In the reporting year, the Board of Auditors performed its supervisory tasks in compliance with the terms laid down by the applicable legislation and in accordance with the principles of conduct recommended by the Italian National Council of Chartered Accountants and Accounting Experts, as well as with the provisions issued by CONSOB (Italian Securities and Exchange Commission) on corporate controls and on the activities of the Board of Auditors, and with the instructions contained in the Corporate Governance Code adopted by Borsa Italiana S.p.A. (the "Code") which AbitareIn S.p.A. (hereinafter referred to also as "AbitareIn" or "Company") also adopted with Board
resolution passed on 13 January 2021.
To this end, besides attending the meetings of the Board of Directors and of the Board Committees, the Board of Auditors constantly exchanged information with the relevant administration and audit units, with the Body in charge of supervising the effectiveness of, compliance with and update of the Company's Organization, Management and Control Model under Italian Legislative Decree no. 231/01 ("Organismo di Vigilanza" or "OdV"), as well as with BDO S.p.A., the independent audit firm retained for the statutory audit of the accounts.
The Board of Auditors in office on the date of this report was appointed by the General Meeting of Shareholders on 23 January 2024 and its members are:
The Alternate Auditors are Fanny Butera and Marco Dorizzi. It is pointed out that this Board's term of office will expire upon the approval of the Company's Annual Report and Financial Statements as at 30 September 2026.
The main offices and directorships held by the members of the Board of Auditors are listed in the Report on the Company Corporate Governance and Ownership Structure, which was prepared in accordance with Article 123-bis of the Italian Consolidated Law on Finance and approved by the BoD on 11 December 2025.
The Board of Auditors states that all its members comply with the
regulatory provisions issued by CONSOB on multiple directorships/interlocking positions.
***
The Company's Annual Report and Financial Statements as at 30 September 2025 were prepared in accordance with the International Accounting Standards/International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, as well as in compliance with the measured issued for the implementation of Article 9 of Italian Legislative Decree 38/2005. It consists of the documents required by IAS 1, namely: Statement of financial position (balance sheet) as at the reporting date, a statement of profit and loss and other comprehensive income for the period, a statement of changes in equity for the period, a statement of cash flows for the period, the notes to the financial statements and the comparative figures vs. the previous reporting period. The Company prepared its annual report and financial statements as at 30 September 2025 in accordance with the IAS/IFRS setting forth the comparative figures as at 30 September 2024, as described in the basis of presentation. The date of first adoption of the IAS/IFRS was 1 October 2016, which was the date of IFRS first adoption for the consolidated financial statements of the AbitareIn Group.
At its meeting held on 11 December 2025, the Board of Directors approved the draft annual report and financial statements as at 30 September 2025, which are presented on a going concern basis.
Within its periodic audits, the Board of Auditors constantly monitored the developments in the Company's profit and loss, financial and cash flow situation and it found no elements that could raise doubts about the going concern basis underlying these financial statements.
In the FY closed as at 30 September 2025, the AbitareIn Group was not involved in any non-recurring material transactions and events as defined by CONSOB Communication no. DEM/6064296 of 28 July 2006.
The Note to the financial statements gives the information on and the outcomes of the impairment testing process that was carried out.
This Board of Auditors is of the opinion that the impairment testing procedure adopted by the Company is appropriate.
In the reporting period the Company did not carry put any atypical or unusual transactions as defined in CONSOB communication DEM/6064293 of 28 July 2006.
Pursuant to Article 2391-bis of the Italian Civil Code and to CONSOB resolution 17221 of 12 March 2010 adopting its "Regulations containing provisions relating to transactions with related parties", which was then amended with CONSOB resolution no. 17389 of 23 June 2010, and pursuant to CONSOB resolution no. 21624 of 10 December 2010, the Board of Directors adopted the "Procedure relating to transactions with
related parties of AbitareIn S.p.A." (the "Regulation") on 13 January 2021.
It is pointed out that the Regulation adopted by the Company and applying to the transactions carried out in FY 2025 is consistent with the principles laid down in the aforementioned CONSOB Regulation and has been published on the Company's website.
Transactions with related parties are reported in the Notes to the Company's separate financial statements and to the Group's consolidated financial statements, along with the subsequent effects on profit or loss and the financial position.
This Board supervised compliance with the Regulation and correctness of the process followed by the Board of Directors and by the relevant Committee about qualification as related parties and has nothing to report.
In performing its activities, the Board:
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Register, with its solid line reporting structure, with the decision making and implementing process, with the financial reporting process and with the definition and actual operation of the various levels of control:
accounting documents, Mr. Cristiano Contini, and with the Independent Audit Firm BDO S.p.A., also in order to exchange data and information;
under the Market Abuse Regulation, including the ones concerning internal dealings, its obligations in terms of "Savings Protection" and on corporate reporting and disclosures.
In the light of the above and considering the evolving nature of the Internal Control and Risk Management System, the analyses that were performed and the information that was obtained did not show any elements that might be ground for this Board to assess the Company's Internal Control and Risk Management system in its entirety as inadequate.
At the regular meetings that this Board had with the Internal Audit Function Holder and the OdV, no issues or problems were reported within their respective scopes of responsibility.
In the period, the activities of the Internal Audit Function focused on the audits provided for by the Internal Audit Annual Plan for the FY, from the date of approval of the Internal Audit Plan on 09 December 2024, besides audits on specific matters, which were started in the FY, on the input given by the Director in charge of the Internal Control and Risk Management System and/or by the Risk Control Committee, and on the comparison of the process risks set out in the Audit Plan to the ERM Report, which was updated in 2023 and in March 2024 (the ERM model was updated in August 2025 and is at the basis of the 2026 new Audit plan). Specifically, the new audit plan focuses on the Company's procurement cycle, on the follow-up of the audits under the 2025 Audit Plan concerning human resources management, information system, ICT security and cyber security processes, on the audit of the quality of the services provided to buyers in the after-sale phase, assessment of the
proper operation of the related party procedure and, lastly, on the followup regarding the delay for the worksites affected by delays in obtaining required authorizations, also subsequent to the investigations started by the Public Prosecutor of Milan (as reported hereinafter). The assessments performed by the Internal Audit structure did not show any specific problems, but they did find some room for improvement.
The annual report prepared by the Board of Directors on Corporate Governance and on the Ownership Structure did not show any issues worth reporting to you.
This Board verified that appropriate rules and procedures are in place to steer the process of collection, preparation and presentation of financial information.
Therefore, this Board has assessed the financial reporting process as appropriate and is of the opinion that there is nothing to be reported to the General Meeting of Shareholders.
The Board supervised compliance with Italian Legislative Decree 254/2016, verifying that the Company is not a large-sized Public Interest Entity (PIE) required to report its non-financial performances under Italian Legislative Decree 254/2016.
Complaints lodged and offences reported pursuant to Article 2408 of the Italian Civil Code. Any omissions, reprehensible deeds or irregularities found
As described in this Board's report to the financial statements as at 30
September 2024, on 12 November 2024 an alleged reprehensible deed was reported to this Board by some shareholders owning in total over 2% of the share capital (the "Reported Item"), requesting that this Board carry our specific assessments concerning: (i) the stock grant plan for the 2021-2023 period (the "2021-2023 Plan"); (ii) the subsequent 2024-2026 incentive plan on an exclusively monetary basis (the "2024-2026 Plan") contained in the Report on the Remuneration Policy approved by the General Meeting of Shareholders on 5 August 2024.
This Board had, without delay, started the assessments and in-depth examinations on the relevant elements of fact concerning the various claims put forward by the reporting shareholders, with the help of a leading independent law firm specializing in corporate law. Based on the outcomes of its assessment, this Board gave its reply on the reported item in its Report to the Financial Statements as at 30 September 2024, to which full reference is made.
On 22 January 2025 the General Meeting of Shareholders adopted, amongst others, the resolution to revoke, for the part not already performed, the resolution for a share capital increase it had passed on 31 May 2021 servicing the 2021-2023 Plan.
As at today's date, no other items had been reported under Article 2408 of the Italian Civil Code and no requests for clarifications had been received.
Other elements to be reported
The investigations started by the Public Prosecutor of Milan
work relationship and the selection methods adopted.
On 5 August 2025, the Organismo di Vigilanza reported to the BoD and to this Board on the review activities it had carried out in order to assess the adequacy, completeness and timeliness of the information flows to the Organismo di Vigilanza, the measures in force to control sensitive activities, compliance with the principles of fairness and transparency that inform the Organization, Management and Control Model under Italian Legislative Decree 231/2001 adopted by the Company and the improvement actions deployed by the Company.
No interim or disqualification measure has been imposed on the Company or on its representatives.
Following the well-known judicial proceedings that have involved AbitareIn, along with many real estate developers operating in the Milan metropolitan area, the Company has had to deal with a change in the market conditions affecting the whole supply chain operating in this sector.
The new conditions to which AbitareIn has had to adapt show longer time to pipeline development.
This Board and the Board of Directors have been constantly monitoring the development with a close view of cash flows.
Remuneration of the Directors, of the General Manager and of Senior Managers vested with strategic responsibilities
At its meeting held on 18 December 2024, the BoD resolved, based also
This Board supervised the statutory audit of the annual consolidated and separate accounts, and the independence of the Audit Firm retained for that task, with special focus on non-audit services provided and on the outcome of the statutory audit of the accounts.
Having regard to the independence of the Audit Firm BDO S.p.A., on a preliminary basis the Board of Auditors examined the proposals for the assignment of non-audit tasks to the Audit Firm, assessing especially their compliance with the prohibitions laid down in Article 5 of Regulation (EU) 537/2014 and the absence of any risks to the statutory auditor's independence resulting from the provision of non-audit services. As the requirements laid down by the applicable legislation were met, this Board approved the assignment of the service to BDO S.p.A.
It is worth mentioning that, in the three consecutive FYs before the 2024/2025 FY, BDO S.p.A. did not provide any services to the Company and to the Group other than statutory audit services.
It represented that BDO S.p.A. issued:
In its capacity as the appointed Independent Auditor, the reports required by Article 14 of Italian Legislative Decree 39/2010 and Article 10 of Regulation (EU) 537/2014; said reports give an opinion with no remarks on the separate and consolidated
requirements laid down by the applicable legislation for its members and as regards skills and expertise, both individual and of the Board as a whole.
In 2025,
• The Organismo di Vigilanza held 14 meetings.
The Board of Auditors attended the meetings of the Board of Directors. Lastly, 1 General Meeting of Shareholders was held, on 22 January 2025 and was attended by all members of the Board of Auditors.
On 11 December 2025, Chief Executive Officer Luigi Francesco Gozzini and the Manager in charge of the preparation of the corporate accounting documents, Cristiano Contini, issued the certification under Article 154-bis of the Italian Consolidated Law on Finance, warranting that the separate and consolidated financial statements were prepared in compliance with the International Accounting Standards and International Financial Reporting Standards endorsed by the European Union under Regulation (EC) no 1606/2002 of the European Parliament and of the Council of 19 July 2002, are consistent with the accounting books and entries and are fit to provide a true and correct representation of the financial and cash flow position and of the profit or loss of the Issuer and of the Group.
The Board of Auditors assessed the completeness and adequacy of the information provided by the Board of Directors in its reports, also about any material risks and uncertainties, as well as about the disputes to which the Company and the Group are exposed.
As stated by the Directors, no significant events occurred after the reporting date.
The Board of Auditors hereby expresses its favourable opinion on the approval of the Annual Report and separate and consolidated Financial Statements as at 30 September 2025 and agrees with the proposal for
resolution submitted by the Board of Directors concerning the allocation of the profit (loss) for the period.
Milan, Italy, 29 December 2025
The Board of Auditors
(Ivano Passoni)
(Elena Angela Maria Valenti)
(Matteo Ceravolo)
PHa Camb
19
AS AT 30 SEPTEMBER 2025
| Notes | 30.09 2025 |
Related parties | 30.09 2024 |
Related parties | |
|---|---|---|---|---|---|
| Intangible assets | 1 | 1,883,324 | 1,918,967 | ||
| Property, plant and equipment | 2 | 1,682,021 | 1,839,241 | ||
| Equity investments in subsidiaries | 3.1; 25 | 10,401,854 | 10,401,854 | 9,275,818 | 9,275,818 |
| Equity investments in other companies | 3.2 | 1,288,294 | 1,167,212 | 21,537 | |
| Non-current financial assets | 4; 25 | 58,871,851 | 58,871,851 | 51,582,697 | 51,557,156 |
| Prepaid taxes | 5 | 214,378 | 258,689 | ||
| TOTAL NON-CURRENT ASSETS | 74,341,722 | 66,042,624 | |||
| Trade receivables | 6 | 36,722 | 1,987,169 | 953,572 | |
| Receivables from subsidiaries | 7; 25 | 26,912,293 | 26,912,293 | 31,319,290 | 31,319,290 |
| Current financial assets | 4; 25 | 24,164,591 | 24,164,591 | 16,072,874 | 16,072,874 |
| Financial assets carried at fair value | 8 | 3,004,692 | 9,317,621 | ||
| Other current assets | 9 | 837,061 | 1,029,865 | ||
| Current tax assets | 10 | 3,280,806 | 3,061,726 | ||
| Cash and cash equivalents | 11 | 94,374 | 1,848,858 | ||
| TOTAL CURRENT ASSETS | 58,330,539 | 64,637,403 | |||
| TOTAL ASSETS | 132,672,261 | 130,680,027 | |||
| Share capital | 133,075 | 133,075 | |||
| Reserves | 40,317,782 | 40,317,570 | |||
| Previous years' profit (loss) | 44,254,445 | 32,651,286 | |||
| Operating profit | 1,124,341 | 11,603,159 | |||
| EQUITY | 12 | 85,829,643 | 84,705,090 | ||
| Non-current financial liabilities | 13 | 16,604,964 | 14,232,376 | ||
| Employee benefits | 14 | 326,924 | 274,577 | ||
| Other non-current liabilities | 15; 25 | 622,790 | 523,497 | 1,220,593 | 1,085,715 |
| Payables for deferred tax liabilities | 5 | 128,734 | 124,186 | ||
| TOTAL NON-CURRENT LIABILITIES | 17,683,412 | 15,851,732 | |||
| Current financial liabilities | 13; 25 | 14,788,697 | 928,466 | 10,540,510 | 599,599 |
| Trade payables | 16; 25 | 459,830 | 87,491 | 700,060 | 33,825 |
| Payables to subsidiaries | 17; 25 | 12,523,279 | 12,523,279 | 17,539,323 | 17,539,323 |
| Other current payables and liabilities | 18; 25 | 944,970 | 458,000 | 1,219,159 | 698,860 |
| Current tax liabilities | 19 | 442,430 | 124,153 | ||
| TOTAL CURRENT LIABILITIES | 29,159,206 | 30,123,205 | |||
| TOTAL LIABILITIES | 46,842,618 | 45,974,937 | |||
| TOTAL LIABILITIES AND EQUITY | 132,672,261 | 130,680,027 |
| Notes | 30.09 2025 |
Related parties |
30.09 2024 |
Related parties |
|
|---|---|---|---|---|---|
| Revenue for services | 20.1; 25 | 11,386,670 | 11,386,670 | 9,322,829 | 9,322,829 |
| Other revenue | 20.2; 25 | 1,477,574 | 201,791 | 1,740,290 | 729,257 |
| TOTAL REVENUE | 20 | 12,864,244 | 11,063,119 | ||
| Raw materials, semi-finished products and other materials purchased |
45,980 | 69,001 | |||
| Services | 21.1; 25 | 6,009,856 | 994,581 | 6,541,978 | 1,386,810 |
| Rental and similar | 351,665 | 182,080 | |||
| Personnel expenses | 21.2; 25 | 2,832,047 | 160,000 | 3,100,380 | 170,000 |
| Deprecation/Amortisation | 21.3 | 1,400,526 | 1,498,764 | ||
| Impairment losses and provisions | 21.4; 25 | 91,745 | 91,745 | 83,265 | 83,265 |
| Other operating expanses | 21.5 | 597,044 | 545,297 | ||
| TOTAL OPERATING EXPENSES | 21 | 11,328,863 | 12,020,765 | ||
| EBIT | 1,535,381 | (957,646) | |||
| Reinstatement/(write-down) subsidiary investments | 22 | (4,747,004) | (4,747,004) | (656,984) | (656,984) |
| Financial income | 23; 25 | 7,817,783 | 7,475,098 | 17,103,435 | 14,612,799 |
| Financial expenses | 23 ; 25 | (1,425,643) | (184,844) | (2,619,880) | |
| EBT | 3,180,517 | 12,868,925 | |||
| Income taxes | 24 | (2,056,176) | (1,265,766) | ||
| Profit (loss) for the year from operating activities | 1,124,341 | 11,603,159 | |||
| Profit (loss) for the year | 1,124,341 | 11,603,159 |
| 30.09 2025 |
30.09 2024 |
|
|---|---|---|
| Profit (loss) for the year | 1,124,341 | 11,603,159 |
| Other comprehensive income | ||
| That will not be subsequently reclassified in profit or loss for the year | ||
| Employee benefits | (9,763) | (13,588) |
| Tax effect | 2,343 | 3,261 |
| Total | (7,420) | (10,327) |
| That will be subsequently reclassified in profit or loss for the year | ||
| Hedging instruments | 10,044 | (293,881) |
| Tax effect | (2,412) | 70,532 |
| Total | 7,632 | (223,349) |
| Total change in OCI reserve | 212 | (233,676) |
| Comprehensive income for the period | 1,124,553 | 11,369,483 |
| Share capital | Share premium reserve |
Legal reserve | Treasury stock reserve |
Stock grant reserve |
FTA reserve | OCI reserve | Profit from previous years |
Profit for the year |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Equity at 1 October 2023 | 133,004 | 41,080,491 | 39,651 | (1,115,515) | 4,401,853 | (7,246) | 97,925 | 6,682,929 | 25,968,357 | 77,281,449 |
| Profit (loss) for the year | 11,603,159 | 11,603,159 | ||||||||
| Actuarial valuation of TFR | (10,327) | (10,327) | ||||||||
| Hedging instruments | (171,341) | (171,341) | ||||||||
| Purchase of own shares | (3,997,850) | (3,997,850) | ||||||||
| Stock grant plan | 71 | 67,767 | (67,838) | - | ||||||
| Allocation for the profit for the year | 25,968,357 | (25,968,357) | - | |||||||
| Equity at 30 September 2024 | 133,075 | 41,148,258 | 39,651 | (5,113,365) | 4,334,015 | (7,246) | (83,743) | 32,651,286 | 11,603,159 | 84,705,090 |
| Share capital | Share premium reserve |
Legal reserve | Treasury stock reserve |
Stock grant reserve |
FTA reserve | OCI reserve | Profit from previous years |
Profit for the year |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Equity at 1 October 2024 | 133,075 | 41,148,258 | 39,651 | (5,113,365) | 4,334,015 | (7,246) | (83,743) | 32,651,286 | 11,603,159 | 84,705,090 |
| Profit (loss) for the year | 1,124,341 | 1,124,341 | ||||||||
| Actuarial valuation of TFR | (7,420) | (7,420) | ||||||||
| Hedging instruments | 7,632 | 7,632 | ||||||||
| Allocation for the profit for the year | 11,603,159 | (11,603,159) | - | |||||||
| Equity at 30 September 2025 | 133,075 | 41,148,258 | 39,651 | (5,113,365) | 4,334,015 | (7,246) | (83,531) | 44,254,445 | 1,124,341 | 85,829,643 |
| 30.09 2025 |
30.09 2024 |
|
|---|---|---|
| Operating activities | ||
| Proft (loss) for the year | 1,124,341 | 11,603,159 |
| Income taxes | 2,056,176 | 1,265,766 |
| Financial income | (7,817,783) | (17,103,435) |
| Financial expenses | 6,172,647 | 3,276,864 |
| Net accruals to provision | 186,411 | 200,228 |
| Impairment and deprecation/amortisation of property, plant and equipment and intangible assets |
1,400,526 | 1,498,764 |
| Cash flows before changes in net working capital | 3,122,318 | 741,346 |
| Increase/(decrease) in trade payables | (5,256,274) | 5,097,557 |
| Decrease/(increase) in trade receivables | 6,357,444 | 1,638,942 |
| Change in other current/non-current assets and liabilities | (1,955,099) | (2,630,867) |
| Net financial income/expenses collected/paid | 6,307,548 | 17,233,493 |
| Taxes paid | - | (7,888,452) |
| Use of provisions | (730,478) | (235,571) |
| Cash flows from (used in) operating activities (A) | 7,845,459 | 13,956,448 |
| Investing activities | ||
| Investments in property, plant and equipment | (76,811) | (167,509) |
| Disposal of property, plant and equipment | 2,250 | 29,191 |
| Investments in Equity investments | (135,130) | (141,513) |
| Disposal in Equity investments | 150,000 | 228,686 |
| Investments in intangible assets | (1,131,356) | (490,494) |
| Disposal of intangible assets | 504 | - |
| Changes in non-current financial assets | (13,202,605) | (6,874,667) |
| Cash flows from (used in) investing activities (B) | (14,393,148) | (7,416,306) |
| Financing activities | ||
| Bank loans raised | 16,000,000 | 10,000,000 |
| Bank loans repayments | (9,682,927) | (7,562,734) |
| Change in current/non-current financial liabilities | 254,920 | (1,528,978) |
| Net change in current financial assets | (1,778,788) | (6,719,941) |
| Investment in own shares | - | (3,997,850) |
| Dividends paid | - | (9,925,824) |
| Cash flows from (used in) financing activities (C) | 4,793,205 | (19,735,327) |
| Net cash flows in the period (A)+(B)+(C) | (1,754,484) | (13,195,185) |
| Cash and cash equivalents at the beginning of the year | 1,848,858 | 15,044,043 |
| Increase/(decrease) in cash and cash equivalents from 1 October to 30 September | (1,754,484) | (13,195,185) |
| Cash and cash equivalents at the end of the period | 94,374 | 1,848,858 |
Abitare In S.p.A. is a joint-stock company incorporated in 2016 in Italy, registered in the Company Register of Milan, with registered office in Milan, via degli Olivetani 10/12. The Company mainly carries out real estate development activities through its subsidiaries.
Unless otherwise specified, all amounts shown in the financial statements and in the notes are in Euro. The figures shown in the financial statements and in the notes are rounded up/down to ensure consistency with the figures shown in the statement of financial position and the income statement. In its capacity as Parent Company, AbitareIn has also pre-pared the consolidated financial statements of the Group as at 30 September 2025.
The separate financial statements for the year ended 30 September 2025 have been prepared in compliance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, as well as the provisions implementing Art. 9 of Legislative Decree no. 38/2005. IFRS also means the International Accounting Standards ("IAS") still in force, as well as all the interpretations issued by the IFRS Interpretation Committees, previously referred to as the International Financial Reporting Interpretations Committee ("IFRIC") and even earlier as Standing Interpretations Committee ("SIC"). The financial statements have been prepared on the basis of the historical cost principle, except for the fair value measurement of certain financial instruments.
These separate financial statements for the year ended 30 September 2025 are authorised with resolution of the Board of Directors of 11 December 2025.
The separate financial statements of AbitareIn as at 30 September 2025 include the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and the notes, all prepared in accordance with the IFRS. The schedules of the statement of financial position provide a classification of current and non-current assets and current and non-current liabilities where: (i) non-current assets include positive balances with a normal operating cycle be-yond 12 months; (ii) current assets include positive balances with a normal operating cycle within 12 months, and cash and cash equivalents; (iii) non-current liabilities include payables beyond 12 months; (iv) current liabilities include payables within 12 months.
Finally, the statement of cash flows was prepared using the indirect method to determine cash flows from operating activities. Under this method, profit (loss) for the year is adjusted to account for the effects of non-cash transactions, any deferral or provision allocated for previous or future operational receipts or payments and any revenue or expense items as-sociated with cash flows from investing or financing activities.
Unless otherwise specified, all amounts shown in the consolidated financial statements and in the notes are in Euro. The figures shown in the financial statements and in the notes are rounded up/down to ensure consistency with the figures shown in the statement of financial position and the income statement.
Revenues from contracts with customers have defined the rules to measure and recognise revenue from contracts for the sale of goods and services. The standard provides for a five-step model for revenue recognition for an amount that reflects the consideration which the entity believes to have the right to receive in exchange for the transfer of goods or ser-vices to the customer. The scope of application of the standard consists of all revenues deriving from contracts with customers, except for those regulated by other IAS/IFRS such as leases, insurance contracts and financial instruments. The fundamental steps for recognising revenue according to IFRS 15 are:
• identifying the contract with the customer;
Revenue from AbitareIn S.p.A. from sales of goods and services is attributable to the provision of services. The provision of services mainly refers to technical-professional services and remuneration of royalties to subsidiaries.
Dividends are recognised at the time when shareholders are entitled to payment, which normally corresponds to the date of the Annual Shareholders' Meeting called to resolve on the distribution of dividends.
Property, plant and equipment are initially recognised at purchase or production cost, including other directly attributable costs. Interest expense linked to the construction of property, plant and equipment is capitalised and amortised over the residual useful life of the asset to which it refers.
Costs incurred after purchasing the assets and the cost of replacing some parts of this category of assets are capitalised only if they increase the expected future economic benefits of the asset they refer to. All other costs are recognised in profit or loss when incurred. If the cost of replacing some parts of the assets is capitalised, the residual value of the re-placed parts is recognised in profit or loss. If significant parts of such assets have different useful lives, such parts are recognised separately in accordance with the component approach.
Items of Property, plant and equipment are carried at cost less any accumulated depreciation and accumulated impairment losses in accordance with IAS 36. Depreciation is calculated on a straight-line basis over the asset's estimated useful life for the company and reviewed yearly. Any changes, where necessary, are applied prospectively. The following main economic-technical rates have been used:
| Category | Depreciation rate |
|---|---|
| Property | 3% |
| Plant and machinery | 30% |
| Furniture and fixtures | 10% |
| Other assets | 20% |
These items are initially recognised at purchase and/or production cost, including any directly attributable costs incurred to prepare the asset for use at the place and in the condition necessary for it to be able to function in the manner expected by the company management. Any interest expense accrued during and in relation to the development of other intangible assets is recognised directly through profit or loss. Production costs do not include research costs, which are recognised directly through profit or loss in the period in which they are incurred.
Vice versa, development costs can be capitalised if the following conditions are satisfied: i) the project is clearly identified and the associated costs can be identified and measured reliably; ii) the technical feasibility of the project has been established; iii) there is a clear intention to complete the project and sell the intangible assets generated by the project; iv) a potential market exists or, in the case of internal use, the usefulness of the intangible asset has been established for the production of the intangible assets generated by the project; v) adequate technical and financial resources to complete the project are available. Intangible assets acquired through business combinations are recognised at their fair value at the acquisition date if such value can be measured reliably. Software licences purchased are capitalised on the basis of the costs incurred to purchase them and prepare them for use. Amortisation is on a straight-line basis over the asset's estimated useful life. In-tangible assets with a finite useful life are stated less any accumulated amortisation and accumulated impairment losses, to be calculated in accordance with the methods described in the following Section.
The following main economic-technical rates have been used:
| Category | Depreciation rates |
|---|---|
| Development costs | 20% |
| Other assets | 20% |
Starting from 1 January 2019, leases are treated in accordance with IFRS 16, which provides a new definition of lease and introduces a criterion based on the control (right of use) of an asset to distinguish leases from service contracts, identifying as the distinguishing features: the identification of the asset, the right to replace the asset, the right to obtain substantially all the economic benefits from using the asset and the right to direct the use of the asset underlying the contract.
The standard establishes a single model to recognise and measure leases for the lessee, which requires the recognition of the leased asset, including operating, under assets with a financial liability as balancing entry while also providing the option of not recognising under leases those contracts that relate to low-value assets and the leases with a duration of the contract of 12 months or less.
Based on the provisions of IFRS 16, the accounting representation of the leases payable (which is not the provision of ser-vices) takes place through recognising a financial liability in the balance sheet, represented by the current value of the lease payments due for recognising the right of use of the leased business as an asset. Lease payments include fixed payments, net of any incentives to be received, variable payments that depend on an index or rate, initially valued by using the values at the start of the contract, and the exercise price of any purchase option if the Company and/or the Group are reasonably certain of exercising it. The liability calculated in this way is subsequently adjusted over the lease term to reflect the payment of interest on the debt and repayment of the principal amount and may also be remeasured (with a corresponding adjustment to the corresponding right of use) if there is a change in future payments, in the event of renegotiation/amendment of the contractual agreements, or in the event of a change in the case of exercising pur-chase options. Whereas the right to use the leased asset is amortised over the term of the contract. Thus, with IFRS 16, lessees are now no longer required to distinguish between finance leases and operating leases.
At the end of each year, the Group reviews the carrying amount of its property, plant and equipment and intangible as-sets to determine whether any impairment of the assets has occurred. If confirmed, the recoverable amount of the assets is estimated to measure any impairment losses.
Equity investments in subsidiaries are recognised at the cost adjusted in the presence of impairment losses. These impairment losses are quantified on the basis of the recoverable amount determined with reference to the cash flows that the investee company will be able to produce prospectively. The positive difference, emerging at the time of purchase, be-tween the acquisition cost and the share of shareholders' equity at the current value of the investee pertaining to the company is, therefore, included in the carrying amount of the equity investment. Any impairment of this positive difference shall not be reversed in subsequent periods even if the conditions that had led to the impairment cease to apply. If any portion of the Company's losses in the investee exceeds the carrying amount of the equity investment, the equity investment is zeroed, and the amount of the additional losses is recognised as a provision under liabilities if the Company is obliged to meet them. Any financial receivables that constitute medium/long-term interests in investees, whether they are subsidiaries, joint ventures and/or associates, are classified and measured in accordance with the provisions of IFRS 9, including,
where significant, the application of the expected loss model to measure any impairment losses.
Equity investments in companies in which the Group does not hold control or exercise significant influence, generally reflecting an investment of less than 20%, are recognised at cost and subsequently measured at fair value. Changes in fair value are recognised through profit or loss.
An associate is a company over which the Group exercises significant influence. Significant influence is defined as the power to participate in determining the financial and operating policies of the investee without having control or joint control over it. The considerations made to determine significant influence are similar to those required to determine control. The Group's investments in affiliates are valued using the equity method. Under the equity method, an investment in an associated company is initially recognized at cost. The carrying amount of the investment is increased or de-creased to recognize the investor's share of the investee's profits and losses realized after the date of acquisition. Goodwill relevant to the associate is included in the carrying value of the investment and is not subject to amortization or an individual impairment test. The statement of profit/(loss) for the year reflects the Group's share of the associate's profit/(loss) for the year. Any changes in other comprehensive income related to these investees are presented as part of the Group's comprehensive income. In addition, where an associate recognizes a change with a direct charge to equity, the Group recognizes its share, where applicable, in the statement of changes in equity. Unrealized gains and losses arising from transactions between the Group and associated companies are eliminated in proportion to the Group's share in the associated companies. The Group's aggregate share of net income/(loss) of associates is recognized in the statement of net income/(loss) after operating income/(loss) and represents net income after tax and the shares due to other shareholders of the associate. The financial statements of associates are prepared as of the same closing date as the Group's financial statements.
Receivables falling due within normal business terms or which accrue interest at market values are not discounted and are recognised at nominal value. Receivables assigned without recourse are derecognised from the statement of financial position insofar as all of the related risks and benefits are substantially transferred to the assignee. Receivables from customers exclusively for services rendered are recognised when the services have been completely supplied and, thus, when the ensuing right to receive the payment arises. Financial assets other than receivables from customers are recognised at the settlement date. On initial recognition, financial assets of such type are measured at cost, equivalent to the fair value of the instrument, inclusive of directly attributable transaction costs and revenue. Receivables with a due date beyond one year, non-interest bearing or bearing interest below the market rate, are dis-counted at rates equivalent to the return on instruments that have comparable technical characteristics and risk/yield profiles. Following initial recognition, financial assets of this category are measured at amortised cost. The initial recognition value is there-fore adjusted to take into account repayments of principal, any impairment and the amortisation of the difference be-tween the amount repaid and the initial carrying amount. Amortisation is effected at the actual internal interest rate, which is the rate that equalises, at the time of initial recognition, the present value of the expected cash flows and the initial carrying amount (amortised cost method). Vice-versa, trade receivables are measured at historical cost and are not amortised in view of their short due date. If there is objective evidence of impairment, the as-set's value is reduced to the discounted value of expected future cash flows. Impairment losses are recognised through profit or loss. The asset's value is reinstated in subsequent periods if the reasons for the impairment no longer apply, up to the value it would have had at amortised cost if no impairment had occurred.
IFRS 9 requires the Group to recognise expected credit losses on all items such as loans and trade receivables, with reference to a period of either 12 months or the entire contractual life of the instrument (lifetime expected credit loss). The Company applies the simplified approach and therefore recognises expected losses on all trade receivables on the basis of their residual contractual life. The Group has not seen any material impacts as it does not have receivables.
Cash and cash equivalents include cash and bank current accounts and demand deposits and other short-term highly liquid financial investments that can be readily converted to cash and are not exposed to a significant risk of a change in value.
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The share capital consists of capital subscribed and paid to the Company. Costs associated exclusively with the issue of new shares are classified as a reduction of the share premium reserve, less the deferred tax effect.
Reserves consist of equity reserves for specific uses. They also include the reserve created on the first-time adoption of the international financial reporting standards. Retained earnings (losses). These include earnings (losses) of previous years, specifically, the portion not distributed or set aside as reserve (in the case of profits) or not covered (in the case of losses).
The repurchased treasury shares are recorded at cost and deducted from shareholders' equity. The purchase, sale or cancellation of treasury shares does not give rise to any profit or loss in the income statement. The difference between the purchase value and the consideration, in the event of reissue, is recorded in the share premium reserve. If share options are exercised during the period, these are satisfied with treasury shares.
The AbitareIn Group grants additional benefits to some executives, employees and consultants, through "Stock Grant" plans. In accordance with IFRS 2 - Sharebased payment, the aforesaid transactions are to be considered of the "equitysettled" type. Therefore, the total current value of the Stock Grants at the date on which the individual and/or Group targets are assigned is recognised as a cost in the income statement. Changes in the current value after the grant date do not affect the initial measurement. Remuneration expenses, equating to the current value of shares at the grant date, are recognised as personnel expenses on a straight-line basis over the period between the grant date and the vesting date, with a balancing entry in equity.
In the context of defined benefit plans, which also include the severance indemnities payable to employees pursuant to art. 2120 of the Italian Civil Code, the amount of benefits payable to employees can only be quantified after termination of employment and is linked to one or more factors, such as age, years of service and salary. Therefore, the related ex-pense is recognised through profit or loss in the relevant period based on an actuarial calculation. The liabilities recognised for defined benefit plans are the present value of the obligation at the reporting date. Obligations for defined benefit plans are measured yearly by an independent actuary using the projected unit credit method. The present value of the defined benefit plan is established by discounting future cash flows at an interest rate equal to that of bonds (high-quality corporate) issued in Euro and that takes into account the length of the related pension plan. Actuarial gains and losses arising from such adjustments and any changes in the actuarial assumptions are recognised through other com-prehensive income.
As of 1 January 2007 the Budget Law 2007 and the related implementing decrees have introduced significant changes to the way employee severance indemnities work, including the right of employees to decide who manages the severance indemnities accrued. In detail, employees can now decide to allocate new indemnities accrued to pension schemes or to let the company manage these amounts. If the amounts accrued are transferred to an outside pension scheme, the Company is only subject to the requirement to pay a defined contribution to the chosen pension scheme and, from that date, the newly accrued amounts take the form of defined contribution plans and are no longer subject to actuarial valuation.
The Group classifies financial assets according to the categories identified in IFRS 9:
This category includes the financial assets for which the following requirements have been met: i) the asset is held within a business model whose objective is to hold the asset to collect the contractual cash flows; and ii) the contractual terms of the asset provide for cash flows represented solely by payments of the principal and interest on the amount of the principal to be repaid. They mainly consist of receivables from customers and loans. With the exception of trade receivables, which do not contain a significant financial component, other receivables and loans are initially recognised at their fair value. Trade receivables that do not contain a significant financial component are recognised at the price de-fined for the related transaction (determined in accordance with IFRS 15 Revenue from Contracts with Customers). At the subsequent measurement, the assets belonging to this category are measured at amortised cost, using the effective interest rate. Any allowance for impairment of these receivables is determined by adopting the forward-looking approach through a three-stage model: 1) recognition of the losses expected in the first 12 months at the initial recognition of the receivable, assuming that the credit risk has not increased; 2) recognition of the losses expected over the life of the receivable when the credit risk significantly increased from the initial recognition of the credit; interest is recognised as gross; 3) recognition of additional losses expected over the life of the receivable when the loss occurred; inter-est is recognised as net (the amortised cost is revised as the Internal Return Rate changes seeing that the cash flows changed due to the occurrence of the trigger event).
Financial assets for which the following requirements are verified are classified in this category: i) the asset is owned within the framework of a business model whose objective is achieved both through the collection of contractual financial flows and through the sale of the activity itself; and ii) the contractual terms of the asset provide for financial flows represented solely by payments of principal and interest on the principal amount to be repaid. Also classified in this category are capital instruments (shareholdings in which the Group exercises neither control nor significant influence) for which the Group applies the option granted by the principle of measuring these instruments at fair value with impact on overall profitability (in this regard, please refer to the previous paragraph 4). These assets are initially recognized in the financial statements at their fair value; at the time of subsequent measurement, the evaluation carried out at the time of registration is updated and any changes in fair value are recognized within the Other components of the comprehensive income statement or directly in the income statement. Any write-downs due to permanent losses in value, interest income and profits or losses due to exchange differences are recognized in profit or loss for the year. The Group has opted for fair value measurement with direct entry into the income statement (FVTPL) for the measurement of financial assets with the exception of equity investments in subsidiary companies and including tax credits for tax bonuses deriving from direct purchases or from discounts on the invoice.
The measurement of impairment losses on financial assets measured at amortised cost is carried out using a model based on the expected losses of receivables. According to this model, financial assets are classified in stage 1, stage 2 or stage 3, according to their credit quality compared to the initial disbursement.
Derivative financial instruments are used for hedging purposes, in order to reduce the risk of variability in the interest rate. All derivative financial instruments are measured at fair value. When the financial instruments have the characteristics to be accounted for under hedge accounting, the following ac-counting treatment is applied:
profit or loss. The cumulative gain or loss is eliminated from equity and recognised in the income statement in the same period when the related economic effect of the transaction being hedged is recognised. The gain or loss associated with a hedge (or part of a hedge) that has become ineffective is recognised in the income statement.
If a hedging instrument or a hedging relationship is closed, but the hedged transaction has not yet taken place, cumulative gains and losses, up to that moment recognised in equity, are recognised in the income statement when the related trans-action takes place. If the transaction being hedged is no longer considered likely, the un-realised gains or losses suspended in equity are immediately recognised in the income statement.
If hedge accounting cannot be applied, the gains or losses from the fair value measurement of the derivative financial instrument are immediately recognised in the income statement.
The earthquake bonus credits acquired by customers through invoice discount and credit transfer were recorded at the purchase cost. At the closing of the financial statements, in the year of acquisition, the value of the credit was aligned with the fair value deducible from the active market (value of sale to financial intermediaries). The effects on the in-come statement deriving from this alignment were accounted for in financial management. In the period following the first recognition, the credit is valued using the amortized cost method.
Financial liabilities are classified, on initial recognition, as financial liabilities at fair value through profit or loss, under mortgages and loans or under derivatives designated as hedging instruments. All financial liabilities are initially recognised at fair value, to which directly attributable transaction costs are added in the case of loans and debt.
The Company's financial liabilities include trade payables, other payables and loans, including financial instruments and derivatives.
After initial recognition, loans are measured at amortised cost using the effective interest rate method. Gains and losses are recognised through profit or loss when the liability is settled, as well as through the amortisation process.
The amortised cost is calculated by recognising the acquisition discount or premium, as well as fees and costs that are an integral part of the effective interest rate. Amortisation at the effective interest rate is recognised under financial expenses in the income statement.
Financial liabilities are derecognised when the obligation underlying the liability is settled, cancelled or fulfilled. If an out-standing financial liability is replaced with another of the same lender, at conditions that are substantially different, or where the conditions of an outstanding liability are modified substantially, such replacement or modification is treat-ed as a derecognition of the original liability and a new liability is recognised. Any difference in the carrying amount is recognised through profit or loss.
Provisions for risks and charges are costs and charges of an established nature, the existence of which is certain or probable, but whose amount or timing is uncertain at the reporting date. Such provisions are set aside only if there is a present obligation arising from past events, whether deriving from a legal requirement, a contract or from the company's statements or actions that create a valid expectation on the part of the parties involved (obligating events).
Provisions are recognised in the financial statements when the company has a present obligation arising from a past event and it is probable that it will be asked to fulfil the obligation.
Provisions are based on the best estimate of the costs to be incurred to fulfil the obligation at the reporting date and are discounted when the effect is material.
Income taxes include current and deferred taxes. Income taxes are usually recognised through profit or loss, unless they refer to transactions or events recognised directly in equity.
Income taxes are calculated by applying the tax rate applicable at the reporting date to taxable profit for the period. Deferred taxes are measured in accordance with the liability method, based on the temporary differences between the carrying amount of the assets and liabilities and the amounts recognised for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realised or the liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable profit will allow the deferred tax asset to be realised. Deferred tax assets and liabilities
are offset only if there is a legally enforceable offset right and when they relate to in-come taxes levied by the same taxation authority.
In preparing the financial statements and the related notes in accordance with the IFRS, the management is required to make estimates and assumptions that have an impact on the value of revenue, costs, assets and liabilities in the financial statements and on disclosures of contingent assets and liabilities at the reporting date. The final figures may differ from these estimates due to the uncertainty underlying the assumptions and the conditions on which the estimates are based. Consequently, any change in the conditions underlying the associated opinions, assumptions and estimates could have a significant impact on subsequent performance. Estimates are used to determine the fair value of real estate investments, financial instruments and derivatives. The management reviews the estimates and assumptions periodically and, if necessary, these are backed by opinions and studies of independent consultants of primary standing (e.g. property appraisal). The effects of any changes are reflected in the income statement.
The following estimates used in the financial statements are deemed significant in that they involve extensive use of subjective opinions, assumptions and estimates:
The following IFRS accounting standards, amendments, and interpretations are applicable in the preparation of IFRS financial statements as of 1st January 2024, but did not result in im-pacts in the preparation of these financial statements ended of 30 September 2025.
With reference to the IFRS principles issued by the IASB and approved for adoption in the European Union, whose mandatory application date is after 1st January 2024, analyses are currently underway to assess their potential effects; these activities have not yet been completed.
The table below shows the breakdown of the item Intangible assets at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Development cost | 663,911 | 900,748 | (236,837) |
| Concessions, licences, trademarks and similar rights | 264 | 296 | (32) |
| Assets under construction and payments on account | - | 504 | (504) |
| Other intangible assets | 1,219,149 | 1,017,419 | 201,730 |
| Total | 1,883,324 | 1,918,967 | (35,643) |
The table below shows changes in Intangible assets at the reporting dates 30 September 2025 and 30 September 2024, by individual asset category.
| Developm ent cost |
Concessions, licences, trademarks and similar rights |
Assets under construction and payments on account |
Other intangible assets |
Total intangible assets |
|
|---|---|---|---|---|---|
| Opening balance | |||||
| Cost | 3,304,408 | 23,817 | 504 | 4,464,296 | 7,793,025 |
| Amortisation (accumulated amortisation) |
(2,403,660) | (23,521) | - | (3,446,877) | (5,874,058) |
| Carrying amount | 900,748 | 296 | 504 | 1,017,419 | 1,918,967 |
| Changes in the period | |||||
| Increases for acquisitions | 150,228 | - | - | 981,128 | 1,131,356 |
| Decreases for disposals | - | - | (504) | - | (504) |
| Reclassifications (of carrying amount) |
- | - | - | - | - |
| Amortisation in the year | (387,065) | (32) | - | (779,398) | (1,166,495) |
| Total changes | (236,837) | (32) | (504) | 201,730 | (35,643) |
| Closing balance | |||||
| Cost | 3,454,636 | 23,817 | - | 5,445,424 | 8,923,877 |
| Amortisation (accumulated amortisation) |
(2,790,725) | (23,553) | - | (4,226,275) | (7,040,553) |
| Carrying amount | 663,911 | 264 | - | 1,219,149 | 1,883,324 |
The increase in development costs is attributable, for an amount equal to Euro 150 thousand, to the investment made by the company in relation to the development and integration activity of the AbitareIn Corporate E-Commerce platform, fully integrated with all company processes, aimed at selling houses online and developing and integrating an online configurator for apartments. These costs relate to the costs for services rendered by third parties. The development costs incurred by the Group relate to projects that comply with the requirements of IAS 38.
The increase in other intangible assets is attributable, for an amount of Euro 803 thousand, to the effect of recognizing the right of use relating to the lease agreement for the offices at Viale Umbria, 32.
The remaining increase in other intangible assets, amounting to Euro 178 thousand, is due to the adjustment of the ISTAT index of leasing contracts held by the holding company Abitare In S.p.A., to the maximum extent established by Article 32 of Law 392/1978.
The table below shows the breakdown of the item property, plant and equipment at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Property | 576,624 | 598,019 | (21,395) |
| Plant and machinery | - | 3,037 | (3,037) |
| General equipment | 55,292 | 60,852 | (5,560) |
| Other property, plant and equipment | 1,050,105 | 1,177,333 | (127,228) |
| Total | 1,682,021 | 1,839,241 | (157,220) |
The table below shows changes in Property, plant and equipment at the reporting dates 30 September 2025 and 30 September 2024, by individual asset category.
| Property | Plant and machinery |
General equipment |
Other property, plant and equipment |
Total property, plant and equipment |
|
|---|---|---|---|---|---|
| Opening balance | |||||
| Cost | 729,442 | 46,643 | 74,134 | 2,181,022 | 3,031,241 |
| Amortisation (accumulated amortisation) | (131,423) | (43,606) | (13,282) | (1,003,689) | (1,192,000) |
| Carrying amount | 598,019 | 3,037 | 60,852 | 1,177,333 | 1,839,241 |
| Changes in the period | |||||
| Increases for acquisitions | - | - | - | 76,811 | 76,811 |
| Decreases for disposals | - | - | - | (2,250) | (2,250) |
| Reclassifications (of carrying amount) | - | - | - | - | - |
| Amortisation in the year | (21,395) | (3,037) | (5,560) | (204,039) | (234,031) |
| Fund use | - | - | - | 2,250 | 2,250 |
| Total changes | (21,395) | (3,037) | (5,560) | (127,228) | (157,220) |
| Closing balance | |||||
|---|---|---|---|---|---|
| Cost | 729,442 | 46,643 | 74,134 | 2,255,583 | 3,105,802 |
| Amortisation (accumulated amortisation) | (152,818) | (46,643) | (18,842) | (1,205,478) | (1,423,781) |
| Carrying amount | 576,624 | - | 55,292 | 1,050,105 | 1,682,021 |
The item "other tangible fixed assets" increased mainly by a total amount of Euro 62 thousand for the renewal of equipment supplied to employees.
The breakdown and changes of this grouping of items are as follows:
| Subsidiaries | 30.09 2024 |
Cost incr.(decr.) | Decr. | 30.09 2025 |
|
|---|---|---|---|---|---|
| Abitare In Development 3 S.r.l. | 535,000 | - | - | 535,000 | |
| Abitare In Development 4 S.r.l. | 540,000 | 80,000 | - | 620,000 | |
| Abitare In Development 5 S.r.l. | 22,000 | - | - | 22,000 | |
| Abitare In Development 6 S.r.l. | 39,128 | 12,001 | - | 51,129 | |
| Abitare In Development 7 S.r.l. | 150,000 | (150,000) | - | - | |
| Abitare In Maggiolina S.r.l. | 1,481,658 | - | (360,500) | 1,121,158 | |
| Accursio S.r.l. | 1,060,000 | 120,000 | - | 1,180,000 | |
| Citynow S.r.l. | 42,000 | 25,000 | - | 67,000 | |
| Costruire In S.r.l. | 10,000 | - | - | 10,000 | |
| Creare S.r.l. | 25,000 | 8,000 | - | 33,000 | |
| Edimi S.r.l. | 30,000 | 20,000 | - | 50,000 | |
| GMC Holding S.r.l. | 50,000 | 60,000 | - | 110,000 | |
| Homizy Siiq S.p.A. | 168,500 | 82,500 | - | 251,000 | |
| Hommi S.r.l. | 22,500 | - | - | 22,500 | |
| Housenow S.r.l. | 28,513 | 20,000 | - | 48,513 | |
| Hub32 S.r.l. | 10,000 | 18,796 | - | 28,796 | |
| Immaginare S.r.l. | 92,000 | 40,000 | - | 132,000 | |
| Just Home S.r.l. | 10,000 | - | - | 10,000 | |
| Lambrate Twin Palace S.r.l. | 360,000 | 806,506 | (1,166,505) | 1 | |
| Milano City Village S.r.l. | 752,000 | - | (50,000) | 702,000 | |
| Mivivi S.r.l. | 217,000 | - | - | 217,000 | |
| MyCity S.r.l. | 272,000 | 45,000 | - | 317,000 | |
| MyTime S.r.l. | 10,000 | - | - | 10,000 | |
| New Tacito S.r.l. | 344,519 | 102,607 | - | 447,126 | |
| Palazzo Naviglio S.r.l. | 390,000 | - | (90,000) | 300,000 | |
| Porta Naviglio Grande S.r.l. | 400,000 | 2,680,000 | (3,079,999) | 1 | |
| Savona 105 S.r.l. | 1,520,000 | 1,600,000 | - | 3,120,000 | |
| TheUnits S.r.l. | 138,000 | 220,000 | - | 358,000 | |
| Trilogy Towers S.r.l. | 470,000 | - | - | 470,000 | |
| Volaplana S.r.l. | 26,000 | 52,630 | - | 78,630 |
| Ziro S.r.l. | 60,000 | 30,000 | - | 90,000 |
|---|---|---|---|---|
| Total | 9,275,818 | 5,873,040 | (4,747,004) | 10,401,854 |
On the 18 September 2025, the stake in Abitare In Development 7 S.r.l. was sold. to third parties.
With regard to equity investments, the investments in the subsidiaries Abitare In Maggiolina S.r.l., Lambrate Twin Palace S.r.l., Milano City Village S.r.l., Palazzo Naviglio S.r.l. and Porta Naviglio Grande S.r.l. were written down for a total amount of Euro 4,747 thousand. The negative differences between the value of the equity investment and the attributable net equity do not represent permanent impairment losses, as the value of the equity investments and financial receivables is expected to be recovered from the cash flows expected to derive from the completion of the projects.
The increase in the shareholdings of the other companies is due to the waiver of the loan to cover losses.
The list of equity investments in subsidiaries, with an indication of the breakdown of shareholders' equity and equity interests, is as follows:
| Subsidiaries | Registered office |
Share capital |
Equity as at 30.09.2025 | Of wich profit (loss) for the year |
% | % exercisable voting rights | Amount allocated in the financial statements at cost | Difference between shareholders' equity and shareholding value |
|---|---|---|---|---|---|---|---|---|
| Abitare In Development 3 S.r.l. | Milan | 10,000 | 183,970 | 168,713 | 100% | 100% | 535,000 | (351,030) |
| Abitare In Development 4 S.r.l. | Milan | 10,000 | 19,190 | (78,562) | 100% | 100% | 620,000 | (600,810) |
| Abitare In Development 5 S.r.l. | Milan | 10,000 | 711,131 | (97,805) | 100% | 100% | 22,000 | 689,131 |
| Abitare In Development 6 S.r.l. | Milan | 10,000 | 13,828 | (10,053) | 100% | 100% | 51,129 | (37,301) |
| Abitare In Maggiolina S.r.l. | Milan | 100,000 | 254,663 | (74,169) | 100% | 100% | 1,121,158 | (866,495) |
| Accursio S.r.l. | Milan | 10,000 | 22,580 | (116,268) | 100% | 100% | 1,180,000 | (1,157,420) |
| Citynow S.r.l. | Milan | 10,000 | 20,989 | (21,198) | 100% | 100% | 67,000 | (46,011) |
| Costruire In S.r.l. | Milan | 10,000 | 1,338,666 | 1,258,077 | 100% | 100% | 10,000 | 1,328,666 |
| Creare S.r.l. | Milan | 10,000 | 13,461 | (7,251) | 100% | 100% | 33,000 | (19,539) |
| Deametra Siinq S.r.l. | Milan | 50,000 | 4,803,690 | (333,075) | 71.20% | 71.20% | - | 4,803,690 |
| Edimi S.r.l. | Milan | 10,000 | 14,170 | (18,553) | 100% | 100% | 50,000 | (35,830) |
| GMC Holding S.r.l. | Milan | 10,000 | 17,186 | (54,349) | 100% | 100% | 110,000 | (92,814) |
| Homizy Siiq S.p.A. | Milan | 115,850 | 14,679,089 | 373,340 | 71.20% | 71.20% | 251,000 | 14,428,089 |
| Hommi S.r.l. | Milan | 10,000 | 358,973 | 353,574 | 100% | 100% | 22,500 | 336,473 |
| Housenow S.r.l. | Milan | 10,000 | 11,195 | (13,125) | 100% | 100% | 48,513 | (37,318) |
| Hub32 S.r.l. | Milan | 10,000 | 7,848 | (19,893) | 100% | 100% | 28,796 | (20,948) |
| Immaginare S.r.l. | Milan | 10,000 | 12,509 | (37,956) | 100% | 100% | 132,000 | (119,491) |
| Just Home S.r.l. | Milan | 10,000 | 3,874 | (5,074) | 100% | 100% | 10,000 | (6,126) |
| Lambrate Twin Palace S.r.l. | Milan | 10,000 | 397,377 | (423,855) | 100% | 100% | 1 | 397,376 |
| Milano City Village S.r.l. | Milan | 10,000 | 705,967 | (136,565) | 100% | 100% | 702,000 | 3,967 |
| Mivivi S.r.l. | Milan | 10,000 | 41,093 | 30,374 | 100% | 100% | 217,000 | (175,907) |
| MyCity S.r.l. | Milan | 10,000 | 13,227 | (44,268) | 100% | 100% | 317,000 | (303,773) |
| MyTime S.r.l. | Milan | 10,000 | 6,326 | (2,619) | 100% | 100% | 10,000 | (3,674) |
| New Tacito S.r.l. | Milan | 10,000 | 15,566 | 161,766 | 100% | 100% | 447,126 | (431,560) |
| Palazzo Naviglio S.r.l. | Milan | 10,000 | 306,916 | 29,518 | 100% | 100% | 300,000 | 6,916 |
| Porta Naviglio Grande S.r.l. | Milan | 10,000 | 28,246 | (2,672,579) | 100% | 100% | 1 | 28,245 |
| Savona 105 S.r.l. | Milan | 10,000 | 929,274 | (720,607) | 100% | 100% | 3,120,000 | (2,190,726) |
| Smartcity Siinq S.r.l. | Milan | 50,000 | 1,423,282 | 71,861 | 71.20% | 71.20% | - | 1,423,282 |
| TheUnits S.r.l. | Milan | 10,000 | 24,177 | (213,052) | 100% | 100% | 358,000 | (333,823) |
| Trilogy Towers S.r.l. | Milan | 10,000 | 948,380 | 97,950 | 100% | 100% | 470,000 | 478,380 |
| Volaplana S.r.l. | Milan | 10,000 | 106,320 | (158,950) | 100% | 100% | 78,630 | 27,690 |
| Ziro S.r.l. | Milan | 10,000 | 14,256 | (27,359) | 100% | 100% | 90,000 | (75,744) |
| Total amount allocated in the | 10,401,854 | 17,045,565 | ||||||
| financial statements | ., . , | ,, |
238
financial statements
The composition and movements of this group of entries are as follows:
| Other companies | 30.09 2024 |
Cost incr.(decr.) | 30.09 2025 |
|---|---|---|---|
| Arras Group | 91,000 | (91,000) | - |
| BCC | 2,974 | (2,008) | 966 |
| Bombay n.1 Srl | 21,537 | (21,537) | - |
| Tecma Solutions S.p.A. | 1,051,701 | 235,627 | 1,287,328 |
| Total | 1,167,212 | 121,082 | 1,288,294 |
The item in question is mainly represented by the shares held in Tecma Solutions S.p.A. (7.3% of the share capital), a company listed on the Euronext Growth Milan, specialised in Real Estate Business Innovation for an amount equal to Euro 1,287 thousand.
The carrying amount decreased by Euro 868 thousand due to the revaluation generated by the alignment of the carrying amount to fair value at 30 September 2025 as the asset is classified as Financial assets at fair value through profit or loss (FVTPL). The quoted value at 30 September 2025 of Euro 2.24 per share was used as the fair value benchmark.
The residual amount of Euro 1 thousand relates to shareholdings held in Banca di Credito Cooperativo.
The carrying amount decreased by Euro 2 thousand due to the revaluation generated by the alignment of the carrying amount to fair value at 30 September 2025 as the asset is classified as Financial assets at fair value through profit or loss (FVTPL). The quoted value at 30 September 2025 of Euro 10.06 per share was used as the fair value benchmark.
Furthermore, the stake in Arras Group was written down in full as the company filed for a composition agreement with reserve with the Court of Milan to manage a financial crisis and try to avoid bankruptcy.
Finally, during the year, the entire stake held in Bombay n.1 S.r.l. was sold. This sale did not have any significant economic impact.
The composition and movements of current and non-current financial assets, towards subsidiaries, are as follows:
| Opening position | Change in period | Closing position | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subsidiaries | Non-current financial assets |
Provision for impairment |
Balance at 30.09.2023 |
Incr. (decr.) financial receivables |
Reclassification of provision for impairment |
Reversal (impairment) |
Non-current financial assets |
Provision for impairment |
Balance at 30.09.2024 |
||
| Abitare In Development 3 S.r.l. | 1,903,185 | - | - | 1,275,040 | - | - | 3,178,225 | - | 3,178,225 | ||
| Abitare In Development 4 S.r.l. | 7,585,142 | - | 7,585,142 | 2,443,715 | - | - | 10,028,857 | - | 10,028,857 | ||
| Abitare In Development 6 S.r.l. | - | - | - | 516,400 | - | - | 516,400 | - | 516,400 | ||
| Accursio S.r.l. | 9,018,584 | - | 9,018,584 | 745,768 | - | - | 9,764,352 | - | 9,764,352 | ||
| Citynow S.r.l. | 2,460,674 | - | 2,460,674 | 1,183,782 | - | - | 3,644,456 | - | 3,644,456 | ||
| Creare S.r.l. | 815,245 | - | 815,245 | 21,500 | - | - | 836,745 | - | 836,745 | ||
| Edimi S.r.l. | 2,895,703 | - | 2,895,703 | (13,499) | - | - | 2,882,204 | - | 2,882,204 | ||
| GMC Holding S.r.l. | 4,931,336 | - | 4,931,336 | 443,350 | - | - | 5,374,686 | - | 5,374,686 | ||
| Homizy Siiq S.p.A. | 3,116,000 | - | 3,116,000 | 100,000 | - | - | 3,216,000 | - | 3,216,000 | ||
| Hommi S.r.l. | - | - | - | 1,930,043 | - | - | 1,930,043 | 1,930,043 | |||
| Housenow S.r.l. | - | - | - | 66,000 | - | - | 66,000 | 66,000 | |||
| Immaginare S.r.l. | 770,288 | - | 770,288 | (15,560) | - | - | 754,728 | - | 754,728 | ||
| Mivivi S.r.l. | 439,697 | - | 439,697 | 780,886 | - | - | 1,220,583 | - | 1,220,583 | ||
| MyCity S.r.l. | 1,789,428 | - | 1,789,428 | (45,000) | - | - | 1,744,428 | - | 1,744,428 | ||
| New Tacito S.r.l. | 650,127 | - | 650,127 | 76,093 | - | - | 726,220 | - | 726,220 | ||
| Savona 105 S.r.l. | 8,056,178 | - | 8,056,178 | 1,310,044 | - | - | 9,366,222 | - | 9,366,222 | ||
| Ziro S.r.l. | 3,651,702 | - | 3,651,702 | (30,000) | - | - | 3,621,702 | - | 3,621,702 | ||
| Total non-current financial assets vs subsidiaries |
48,083,289 | - | 48,083,289 | 10,788,562 | - | - | 58,871,851 | - | 58,871,851 | ||
| Abitare In Development 5 S.r.l. | 2,230,310 | - | 2,230,310 | 4,433,864 | - | - | 6,664,174 | - | 6,664,174 | ||
| Lambrate Twin Palace S.r.l. | 3,757,000 | - | 3,757,000 | 3,133,483 | - | - | 6,890,483 | - | 6,890,483 | ||
| Porta Naviglio Grande S.r.l. | 9,044,500 | - | 9,044,500 | 118 | - | - | 9,044,618 | - | 9,044,618 | ||
| TheUnits S.r.l. | 1,041,064 | - | 1,041,064 | 524,252 | - | - | 1,565,316 | - | 1,565,316 | ||
| Total current financial assets vs subsidiaries |
16,072,874 | - | 16,072,874 | 8,091,717 | - | - | 24,164,591 | - | 24,164,591 | ||
| Total financial assets vs subsidiaries |
64,156,163 | - | 64,156,163 | 18,880,279 | - | - | 83,036,442 | - | 83,036,442 |
Current and non-current financial assets consist of loans granted to subsidiaries and are interest-bearing.
Deferred tax assets as of 30 September 2025 amounted to Euro 214 thousand and deferred tax liabilities as of 30 September 2025 amounted to Euro 129 thousand, mainly related to the application of IFRS 16.
Trade receivables amounted to Euro 37 thousand. The company has not set aside any allowance for doubtful accounts and there are no overdue receivables.
This item amounted to Euro 26,912 thousand (Euro 31,319 thousand as at 30 September 2024) and includes:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Receivables for interest on interest-bearing loans | 10,009,422 | 6,534,098 | 3,475,324 |
| Group VAT credit | - | 397,137 | (397,137) |
| Receivables for CNM | 3,498,130 | 2,509,156 | 988,974 |
| Trade receivables | 11,684,682 | 19,858,587 | (8,173,905) |
| Miscellaneous receivables | 1,720,059 | 2,020,312 | (300,253) |
| Total | 26,912,293 | 31,319,290 | (4,406,997) |
CNM receivables consist of the assumption by AbitareIn S.p.A., as the tax consolidating entity, of the tax charges generated by the subsidiaries.
Trade receivables and sundry receivables mainly refer to receivables from subsidiaries for invoices issued and invoices to be issued, mainly related to chargebacks of administrative services, technical expenses, intellectual property remuneration and other items. Miscellaneous receivables refer mainly to receivables for dividends distributed during the year.
As of 30 September 2025, the item in question is made up exclusively of the opening of investment lines carried out by the Company. The booking value is generated by the alignment of the book value to the fair value at 30 September 2025 as the asset is classified as Financial assets measured at fair value with a contra entry in the in-come statement (FVTPL). This portfolio of asset management includes government securities or bonds of leading companies with a total value of Euro 3,005 thousand. The duration of these investments is no longer than 12 months.
Other current assets amounted to Euro 837 thousand (Euro 1,030 thousand at the end of the previous reporting period). This item is mainly refer to:
It also includes, for Euro 466 thousand, prepayments and accrued income, mainly relating to software licenses and insurance premiums.
As of 30 September 2025, there are no accrued income and prepaid expenses with a maturity of more than five years.
Current tax assets amounting to Euro 3,281 thousand are mainly represented by VAT credit in the amount of Euro 3,272 thousand.
The table below shows the breakdown of cash and cash equivalents as at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Bank an postal accounts | 93,397 | 1,847,881 | (1,754,484) |
| Cash-in-hand and cash equivalents | 977 | 977 | - |
| Total | 94,374 | 1,848,858 | (1,754,484) |
The balance of cash and cash equivalents, fully reported in Euro, reflects liquid funds, cash-in-hand and cash equivalents at the respective reporting dates.
Cash and cash equivalents held at 30 September 2025 are unrestricted and not tied to a particular use.
The following is a breakdown of net assets as of 30 September 2025:
| Share capital |
Share premium reserve |
Legal reserve |
Stock grant reserve |
FTA reserve |
Treasury stock reserve |
OCI reserve |
Profit from previous years |
Profit for the year |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Equity at 1 October 2024 |
133,075 41,148,258 39,651 (5,113,365) | 4,334,015 | (7,246) | (83,743) | 32,651,286 | 11,603,159 | 84,705,090 | |||
| Profit (loss) for the year |
1,124,341 | 1,124,341 | ||||||||
| Actuarial valuation of TFR |
(7,420) | (7,420) | ||||||||
| Hedging instruments |
7,632 | 7,632 | ||||||||
| Allocation for the profit for the year |
11,603,159 | (11,603,159) | - | |||||||
| Equity at 30 September 2025 |
133,075 41,148,258 39,651 (5,113,365) | 4,334,015 | (7,246) | (83,531) | 44,254,445 | 1,124,341 | 85,829,643 |
The item in question shows a value of Euro 83 thousand (for Euro 84 thousand as at 30 September 2024) and includes:
On 14 July 2023 the ordinary shareholders' meeting of AbitareIn S.p.A. approved the launch of the plan for the purchase and disposal of treasury shares (the "Buy-Back Plan"). The share purchase operations within the Buy-Back Plan took place in the manner and within the operational limits envisaged by the above-mentioned meeting resolution, by art. 5 of EU Regulation 596/2014, art. 3 of the Delegated Regulation (EU) n.1052/2016 of the European Commission of 8 March 2016 and the applicable general sector legislation.
Total treasury shares in portfolio as of 30 September 2025 amounted to 1,078,599 with a total value of Euro 5,113 thousand.
The table below shows the breakdown of non-current financial liabilities at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
||||||
|---|---|---|---|---|---|---|---|
| non-current share |
current share |
Total | non-current share |
current share | Total | Change | |
| Medium/long- term bank loans |
15,807,785 | 13,588,425 | 29,396,210 | 13,315,025 | 9,715,330 | 23,030,355 | 6,365,855 |
| Short-term bank loans | - | - | - | - | - | - | - |
| Other financial payables | 797,179 | 1,200,272 | 1,997,451 | 917,351 | 825,180 | 1,742,531 | 254,920 |
| Total | 16,604,964 | 14,788,697 | 31,393,661 | 14,232,376 | 10,540,510 | 24,772,886 | 6,620,775 |
| loan type (Euro/000) |
Amount disbursed/ approved |
Underwriting date |
End date | Payable within the next financial year |
Payable beyond the next financial year |
Total Debt book value |
Total debt nominal value |
Mortage on real estate/ guarantees |
Covenants |
|---|---|---|---|---|---|---|---|---|---|
| Loan | 1,400 | 23.06.2022 | 31.07.2027 | 467 | 233 | 700 | 700 | n/a | No |
| Loan | 2,600 | 27.05.2022 | 26.05.2027 | 875 | 659 | 1,534 | 1,531 | n/a | No |
| Loan | 3,000 | 18.07.2022 | 31.12.2025 | 519 | - | 519 | 514 | n/a | Yes |
| Loan | 5,000 | 29.09.2023 | 30.09.2028 | 1,095 | 2,358 | 3,453 | 3,457 | n/a | Yes |
| Loan | 5,000 | 12.10.2023 | 30.09.2029 | 1,000 | 2,993 | 3,993 | 4,000 | n/a | No |
| Loan | 5,000 | 16.11.2023 | 30.09.2028 | 1,053 | 2,087 | 3,140 | 3,158 | n/a | No |
| Loan | 3,000 | 06.06.2025 | 06.03.2029 | 479 | 2,489 | 2,968 | 3,000 | n/a | No |
| Loan | 5,000 | 10.06.2025 | 10.12.2026 | 52 | 4,988 | 5,040 | 5,000 | n/a | No |
| Loan | 8,000 | 30.07.2025 | 31.07.2026 | 8,049 | - | 8,049 | 8,000 | n/a | Yes |
| Total | 13,589 | 15,807 | 29,396 | 29,360 |
The following new loans was granted during the year:
During the year, the following loans have been repaid:
Below is a sensitivity analysis which was determined on the basis of the Group's exposure as of 30 September 2025 and concerns the effect on the income statement of the change in rates, whether increasing or decreasing.
The columns report the increase (+), or conversely a decrease (-) in financial charges compared to the value present in the 2025 Individual Financial Statements.
| Rate ch | anges | Sensitivity on rate | es (Euro thousand) |
|---|---|---|---|
| (+) | (-) | (+) | (-) |
| +50 BP | -50 BP | 147 | (147) |
| +100 BP | -100 BP | 294 | (294) |
| +200 BP | -200 BP | 587 | (587) |
| +300 BP | -300 BP | 881 | (881) |
Below is a summary table of the financial covenants provided for in some of the loan agreements of Abitare In:
| Loan | Frequency and date of the last calculation | Parameter | Limit | Parameter at last reoprting date |
|---|---|---|---|---|
| Abitare In S.p.A. (BNL) | Financial year (30.09.2025) | Consolidated net financial debt/consolidated equity | < 1.75 | 1.36 |
| Abitare In S.p.A. (BNL) | Financial year (30.09.2025) | Net financial debt in financial statements/equity in financial statements | < 0.75 | (0.07) |
| Abitare In S.p.A. (BNL) | Financial year (30.09.2025) | Loan to Value | < 45.00% | 40.35% |
| Abitare In S.p.A. (BPER) | Financial year (30.09.2025) | Consolidated net financial debt/consolidated equity | < 1.75 | 1.36 |
| Abitare In S.p.A. (BPER) | Financial year (30.09.2025) | Net financial debt in financial statements/equity in financial statements | < 0.75 | (0.07) |
| Abitare In S.p.A. (MPS) | Financial year (30.09.2025) | Consolidated net financial debt/consolidated equity | < 1.75 | 1.36 |
As of 30 September 2024, the financial covenants had been fully complied.
The item "Other financial payables" is mainly composed of:
| Financial debt | ||||
|---|---|---|---|---|
| 30.09 2025 |
30.09 2025 |
30.09 2024 |
Change | |
| amounts in Euro | ||||
| A. | Cash and cash equivalents | 94,374 | 1,848,858 | (1,754,484) |
| B. | Means equivalent to cash and cash equivalents | - | - | - |
| C. | Other current financial assets | 37,178,705 | 31,924,593 | 5,254,112 |
| D. | Liquidity (A)+(B)+(C) | 37,273,079 | 33,773,451 | 3,499,628 |
| E. | Current financial payables | - | - | - |
| F. | Curernt position of non-current debt | 14,788,697 | 10,540,510 | 4,248,187 |
| G. | Current financial debt (E)+(F) | 14,788,697 | 10,540,510 | 4,248,187 |
| H. | Net current financial debt (G)-(D) | (22,484,382) (23,232,941) | 748,559 | |
| I. | Non-current financial payables | 16,604,964 | 14,232,376 | 2,372,588 |
| J. | Debt instruments | - | - | - |
| K. | Trade payables and other non-current payables | - | - | - |
| L. | Non-current financial debt (I)+(J)+(K) | 16,604,964 | 14,232,376 | 2,372,588 |
| M. Total financial debt (H)+(L) | (5,879,418) | (9,000,565) | 3,121,147 |
Net financial debt as of 30 September 2025 had a negative balance of Euro 5,879 thousand compared to a negative balance of Euro 9,001 thousand as of 30 September 2024.
Pursuant to IAS 19R, the main economic-financial assumptions used in the actuarial valuations are detailed below:
| 30.09 2025 |
30.09 2024 |
|
|---|---|---|
| Annual inflation rate | 2.00% | 2.50% |
| Technical annual discount rate | 3.70% | 3.25% |
| Annual rate of salary increase | 2.00% | 2.50% |
The following changes in employee benefits were recorded in the relevant periods:
| Balance at 30 September 2024 | 274,577 |
|---|---|
| Financial expenses | 8,464 |
| Advances paid and settlements | (71,244) |
| Accruals | 94,666 |
| Actuarial gains (losses) | 20,461 |
| Balance at 30 September 2025 | 326,924 |
Below is the reconciliation table of employee benefit liabilities according to IAS 19:
| Defined benefit obligation 30.09.2025 | 320,257 |
|---|---|
| Actuarial (G) & L on DBO - Experience adjustments and other ass. | 21,802 |
| Actuarial (G) & L on DBO - Change in financial assumptions | (8,208) |
| Actuarial (gain)/loss | 13,594 |
| Expected defined benefit obligation | 306,663 |
| Transfers in (out) | - |
| (Benefits paid) | (28,867) |
| Net interest cost | 8,465 |
| Service cost | 62,551 |
| Defined benefit obligation | 264,514 |
As of 30 September 2025, "Other non-current liabilities," amounting to Euro 623 thousand, consisted of the provision for severance pay in the amount of Euro 523 thousand and the provision for risks that emerged from the negative mark-tomarket value of the cash flow hedge derivative in the amount of Euro 99 thousand.
The following changes were recorded in the directors' severance indemnity reserve:
| Balance at 30 September 2024 | 428,731 |
|---|---|
| ------------------------------ | --------- |
| 428, | 731 |
|---|---|
| ------ | ----- |
| Financial expenses | 13,719 |
|---|---|
| Advances paid and settlements | - |
| Accruals | 91,745 |
| Actuarial gains (losses) | (10,698) |
| Balance at 30 September 2025 | 523,497 |
Below is the reconciliation table of employee benefit liabilities according to IAS 19:
| Defined benefit obligation | 428,732 |
|---|---|
| Service cost | 91,745 |
| Net interest cost | 13,719 |
| (Benefits paid) | - |
| Transfers in (out) | - |
| Expected defined benefit obligation | 534,196 |
| Actuarial (gain)/loss | (10,698) |
|---|---|
| Actuarial (G) & L on DBO - Change in financial assumptions | (12,796) |
| Actuarial (G) & L on DBO - Experience adjustments and other ass. | 2,098 |
| Defined benefit obligation 30.09.2025 | 523,498 |
The following table presents the composition of the risk provision:
| Description | Notional | Valuation Date | Expiration | Mark To Market |
|---|---|---|---|---|
| IRS fixed rate/variable rate with zero floor | 3,984,433 | 30/09/2025 | 30/09/2028 | 90,379 |
| IRS fixed rate/variable rate with zero floor | 3,000,000 | 30/09/2025 | 06/12/2028 | 8,914 |
| Total | 99,293 |
Trade payables amounted to Euro 460 thousand (Euro 700 thousand as at 30 September 2024) and are recognised at nominal value. All payables fall due within the next year. The payables represent the amounts due for the provision of services and consultancy, remuneration and miscellaneous supplies. There are no significant payables in currencies oth-er than the Euro. There are no debts for significant amounts outside the Italian territory.
They totalled Euro 12,523 thousand (Euro 17,539 thousand as at 30 September 2024) and include
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| CNM payables | 3,135,364 | 2,266,024 | 869,340 |
| Group VAT payables | 4,096,324 | 9,538,933 | (5,442,609) |
| Trade payables | 1,199,795 | 170,991 | 1,028,804 |
| Miscellaneous payables | 4,091,796 | 5,563,375 | (1,471,579) |
| Total | 12,523,279 | 17,539,323 | (5,016,044) |
CNM payables consist of the assumption by AbitareIn S.p.A., as the tax consolidating entity, of the tax income generated by the subsidiaries.
Trade payables mainly refer to the debt owed to the subsidiary Lambrate Twin Palace S.r.l. for the issue of a credit note and the debt owed to the subsidiary Abitare In Development 3 S.r.l. for the rental of the property, which is the operational headquarters of the parent company.
The table below shows the breakdown of other current liabilities at 30 September 2025 and 30 September 2024.
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Other provisions for risk and charges | - | 25,085 | (25,085) |
| Other payables | 861,295 | 1,021,250 | (159,955) |
| Accrued expenses and prepaid income | 19,213 | 50,079 | (30,866) |
| Social security contributions payable | 64,462 | 122,745 | (58,283) |
| Total | 944,970 | 1,219,159 | (274,189) |
The item "Other current liabilities" is mainly composed of the amount due to directors for accrued and unpaid compensation in the amount of Euro 458 thousand and the amount due to employees for contributions, vacations, fourteenth and thirteenth month's pay accruals in the amount of Euro 369 thousand.
Current tax liabilities, amounting to Euro 442 thousand as of 30 September 2025, consists mainly of tax liabilities for IRES (corporate income tax) totalling Euro 128 thousand, tax liabilities for IRAP (regional business tax) totalling Euro 258 thousand, and tax liabilities for withholding taxes payable by professionals totalling Euro 52 thousand.
The total value of revenues increased from Euro 11,063 thousand as at 30 September 2024 to Euro 12,864 thousand as at 30 September 2025. The change is mainly due to the increase in the item "Revenues from services".
Revenues from services of Euro 11,387 thousand relates to the invoicing of services to subsidiaries. With regard to inter-group policies for invoicing services during the FY 2025, a partial change was made to correctly identify the value of intellectual property (IP) services with respect to the technical, commercial, marketing and administrative management activities. Two main IPs have been identified, the use of Software and the use of Know-How, established and made available to subsidiaries on the basis of dedicated contracts of use. The parent company submitted an application for a Patent Box to recognise the tax credit on the profit deriving from exploiting the identified Ips.
Other revenues of Euro 1,478 thousand mainly include:
At 30 September 2025 it amounted to Euro 11,329 thousand and mainly includes costs for services.
Costs for services break down as follows:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Legal, notarial and administrative consultency | 1,011,291 | 775,907 | 235,384 |
| Technical consultancy professional | 1,030,066 | 902,143 | 127,923 |
| Press office | 10,701 | 10,603 | 98 |
| Directors' remuneration | 835,766 | 1,263,886 | (428,120) |
| Statutory auditors, auditing firm and supervasory body |
186,494 | 182,662 | 3,832 |
| Marketing and advertising | 399,394 | 1,123,464 | (724,070) |
| Software licensing fee | 579,381 | 511,477 | 67,904 |
| Research, education and training | 258,188 | 192,561 | 65,627 |
| Insurance | 87,558 | 68,207 | 19,351 |
| Utilities | 116,071 | 114,901 | 1,170 |
| Condominium expenses | 24,968 | 21,330 | 3,638 |
| Miscellaneous cost recharged to sudsidiaries | 85,932 | 57,924 | 28,008 |
<-- PDF CHUNK SEPARATOR -->
| Total | 6,009,856 | 6,541,978 | (532,122) |
|---|---|---|---|
| Other | 1,384,046 | 1,316,913 | 67,133 |
The breakdown of personnel expenses is as follows:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Wages and salaries | 1,701,367 | 1,961,847 | (260,480) |
| Social security costs | 586,088 | 535,019 | 51,069 |
| Severance indemnity reserve (TFR) | 94,666 | 116,963 | (22,297) |
| Other expenses | 449,926 | 486,551 | (36,625) |
| Total | 2,832,047 | 3,100,380 | (268,333) |
The table below shows the average/end-of-period number of employees by category, as at 30 September 2025 and 30 September 2024:
| 30.09 2025 |
30.09 2024 |
|||
|---|---|---|---|---|
| Average | End-of-period | Average | End-of-period | |
| Executives | 2 | 2 | 2 | 2 |
| Office workers | 40 | 37 | 45 | 40 |
| Total | 42 | 39 | 47 | 42 |
The breakdown of "Depreciation/Amortisation" is as follows:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Amortisation of intangible assets | 1,166,495 | 1,268,043 | (101,548) |
| Deprecation of property, plant and equipment | 234,031 | 230,721 | 3,310 |
| Total | 1,400,526 | 1,498,764 | (98,238) |
The item "Impairment losses and provisions" consists equal to Euro 92 thousand accrual to the directors' severance indemnity reserve.
Other operating expenses amount to Euro 597 thousand and mainly include subscriptions and membership fees and various losses.
As of 30 September 2025, the item "Reinstatement/(write-down) of subsidiaries investments" amounted to Euro 4,747 thousand, as detailed below:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Abitare In Maggiolina S.r.l. | 360,500 | - | 360,500 |
| Lambrate Twin Palace S.r.l. | 1,166,505 | - | 1.166,505 |
| Milano City Village S.r.l. | 50,000 | - | 50,000 |
| Palazzo Naviglio S.r.l. | 90,000 | - | 90,000 |
| Porta Naviglio Grande S.r.l. | 3,079,999 | - | 3,079,999 |
| Volaplana S.r.l. | - | 656,984 | (656,984) |
| Total | 4,747,004 | 656,984 | 4,090,020 |
With regard to investments in subsidiaries, it was necessary to proceed with a writedown during the financial year ended at 30 September 2025. This adjustment concerned the investments held in the subsidiaries Abitare In Maggiolina S.r.l., Lambrate Twin Palace S.r.l., Milano City Village S.r.l., Palazzo Naviglio S.r.l. and Porta Naviglio Grande S.r.l. for a total value of Euro 4,747 thousand. The write-down was carried out to align the values with expected future losses.
As of 30 September 2025, financial income amounted to Euro 7,818 thousand, The following table shows the breakdown of financial income:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Dividends | 1,445,000 | 10,700,000 | (9,255,000) |
| Income from investment securities | 106,723 | 404,833 | (298,110) |
| Interest income from subsidiaries | 5,901,140 | 3,651,660 | 2,249,480 |
| Interest income | 129,278 | 243,369 | (114,091) |
| Income from derivatives | - | 99,585 | (99,585) |
| Revaluation of equity investments | 235,627 | 21,535 | 214,092 |
| Other financial income | 15 | 1,982,453 | (1,982,438) |
| Total | 7,817,783 | 17,103,435 | (9,285,652) |
Dividends distributed by subsidiaries Trilogy Towers S.r.l. and Abitare In Development 7 S.r.l. amounted to a total of Euro 1,445 thousand. Interest income from subsidiaries consists of interest accrued on medium/long-term loans granted to subsidiaries for an amount of Euro 5,901 thousand. Financial income from securities, amounting to Euro 107 thousand, is due to the revaluation of the Company's investment lines, generated by the accounting alignment to fair value at 30 September 2025. Interest income mainly refers, for a total amount of Euro 128 thousand, to interest income accrued on loans granted by the Company to third parties. The item "Revaluation of equity investments," amounting to Euro 236 thousand, refers entirely to the revaluation of the investment in Tecma Solutions S.p.A. The reference parameter for fair value was the listing price at 30 September 2025, equal to Euro 2.24 per share.
As of 30 September 2025, financial expenses amounted to Euro 1,426 thousand. Details of financial expenses are provided below:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Write-down of equity investments | 93,008 | 876,798 | (783,790) |
| Capital loss on equity investments | 184,844 | - | 184,844 |
| Interest expense on loans | 1,076,122 | 1,585,418 | (509,296) |
| Commissions on loans | 33,879 | 16,603 | 17,276 |
| Other financial expenses | 37,790 | 141,061 | (103,271) |
| Total | 1,425,643 | 2,619,880 | (1,194,237) |
The item "Write-down of equity investments" amounting to Euro 93 thousand mainly refers (for a total amount of Euro 91 thousand) to the write-down of the investment in Arras Group, as the company has filed for a composition agreement with reserve with the Court of Milan in order to manage a financial crisis and try to avoid bankruptcy. The remaining Euro 2 thousand refers to the write-down of equity investments held in Banca di Credito Cooperativo. The fair value reference parameter used was the listing price at 30 September 2025, equal to Euro 10.06 per share. The loss on equity investments of Euro 185 thousand mainly refers to the sale of the entire stake in Abitare In Development 7 S.r.l. to third parties for Euro 149 thousand; the remaining Euro 36 thousand refers to the consensual termination of Abitare In S.p.A.'s shareholding in Via Bombay n.1 S.r.l. Interest expense payable to banks, amounting to Euro 1,076 thousand, is attributable to the average financial debt for the year ended 30 September 2025.
The table below shows the breakdown of income taxes at 30 September 2025 and 30 September 2024:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Current | 2,007,385 | 1,401,113 | 606,272 |
| Deferred | 48,791 | (135,347) | 184,138 |
| Total | 2,056,176 | 1,265,766 | 790,410 |
The reconciliation between the actual tax burden recorded in the financial statements and the theoretical tax burden, determined for IRES, IRAP taxes and on the basis of the theoretical tax rate, is as follows:
| IRES tax | % | 2025 | 2024 |
|---|---|---|---|
| EBT | 3,180,517 | 12,868,925 | |
| Theorical tax liability % | 24% | 763,324 | 3,088,542 |
| Increases: | |||
| IMU tax | 1,054 | - | |
| Provision. Bonuses/debt write-downs/Write-downs | 4,840,012 | 876,797 | |
| Unpaid remuneration and employee bonuses | 187,000 | 685,360 | |
| Other increases | 502,097 | 1,063,990 | |
| Total | 5,530,163 | 2,626,147 | |
| Decreases: | |||
| Paid remuneration and employee bonuses | 397,860 | 33,834 | |
| Dividends and revaluations | 1,608,377 | 10,186,535 | |
| Deduction for prior losses, ACE (aid to economic growth), IRAP tax and contributions |
117,190 | - | |
| Other decreases | 91,265 | 229,124 | |
| Total | 2,214,692 | 10,449,493 | |
| IRES tax base | 6,495,988 | 5,045,579 | |
| IRES tax pertaining to the period | 1,559,037 | 1,210,939 | |
| Contingent income from previous year's IRES tax | - | - | |
| IRES tax | 1,559,037 | 1,210,939 | |
| IRAP tax | 2025 | 2024 | |
| Difference between income and costs not considered for IRAP tax purposes |
4,445,461 | 999,200 | |
| Theorical tax liability % | 5.57 % |
247,612 | 55,655 |
| Increases: | |||
| Costs for collaborators and directors | 6,092,480 | 4,360,707 | |
| IMU tax | 4,217 | 4,217 | |
| Other increases | 87,550 | 799,209 | |
| Total | 6,184,247 | 5,164,133 | |
| Decreases: | |||
| Grants for the year | 18,413 | 46,208 |
| IRAP tax pertaining to the period | 448,348 | 190,174 |
|---|---|---|
| IRAP tax base | 8,049,340 | 3,414,250 |
| Total | 2,580,368 | 2,749,083 |
| Other decreases | 679,171 | 89,045 |
| Tax wedge deductions | 1,882,784 | 2,613,830 |
Pursuant to IAS 24, the related parties of the Group are companies and individuals that are able to exercise control, joint control or have significant influence on the Group and its subsidiaries.
Transactions between the companies are commercial and financial in nature and tend to be formalized by contracts. These relationships are carried out at market value and carefully monitored by the Board of Directors. Transactions related to the normal operations of the individual entities have been placed with the counterparties in question; no transactions of an atypical or unusual nature are noted.
During the year, the Company carried out a number of business and financial transactions with the companies of the Group.
The following table provides a summary of relations during the year.
| Company | Financial receivables |
Trade receivables |
Other current receivables |
Financial payables |
Trade payables |
Other current payables |
|---|---|---|---|---|---|---|
| Abitare In Development 3 S.r.l. | 3,388,173 | 1,286,171 | 59 | 419,319 | 61,180 | 616,262 |
| Abitare In Development 4 S.r.l. | 11,537,822 | 2,227,409 | 172,411 | - | - | 142,492 |
| Abitare In Development 5 S.r.l. | 6,900,748 | 54,636 | 573,086 | - | - | 189,365 |
| Abitare In Development 6 S.r.l. | 546,239 | 5,848 | 3,353 | - | - | 10,322 |
| Abitare In Maggiolina S.r.l. | - | 11,700 | - | 509,147 | - | 156,591 |
| Accursio S.r.l. | 11,702,452 | 878,357 | 378,808 | - | - | 173,184 |
| Citynow S.r.l. | 4,000,393 | 44,098 | 48,633 | - | - | 52,070 |
| Costruire In S.r.l. | - | 11,700 | 426,027 | - | - | 44,860 |
| Creare S.r.l. | 934,888 | 32,353 | 8,901 | - | - | 10,634 |
| Deametra Siinq S.r.l. | - | - | 653 | - | - | - |
| Edimi S.r.l. | 3,225,382 | 300,505 | 35,053 | - | - | 35,084 |
| GMC Holding S.r.l. | 5,863,462 | 3,817,730 | 58,401 | - | - | 68,251 |
| Homizy Siiq S.p.A. | 3,569,591 | 963,323 | - | - | 44,324 | 540,000 |
| Hommi S.r.l. | 2,059,745 | 31,700 | 148,642 | - | - | 1,713 |
| Housenow S.r.l. | 67,231 | 1,700 | 33,960 | - | - | 35,714 |
| Hub32 S.r.l. | - | - | - | - | - | 6,536 |
| Immaginare S.r.l. | 857,910 | 787,628 | 3,438 | - | - | 11,917 |
| Total | 93,045,864 11,684,682 | 5,218,189 | 928,466 | 1,199,795 11,323,484 | ||
|---|---|---|---|---|---|---|
| Ziro S.r.l. | 4,327,248 | 371,143 | 74,903 | - | - | 115,562 |
| Volaplana S.r.l. | - | 39,260 | - | - | - | 2,641,304 |
| Trilogy Towers S.r.l. | - | 221,040 | 1,200,000 | - | - | 374,683 |
| The Units S.r.l. | 1,684,112 | 151,552 | 3,742 | - | - | 35,740 |
| Smartcity Siinq S.r.l. | - | 760 | 6,804 | - | - | - |
| Savona 105 S.r.l. | 10,046,282 | 197,458 | 118,984 | - | - | 262,322 |
| Porta Naviglio Grande S.r.l. | 10,364,271 | 3,774 | 116,019 | - | - | 269,668 |
| Palazzo Naviglio S.r.l. | - | 12,100 | 532,353 | - | - | 584,226 |
| New Tacito S.r.l. | 1,557,295 | 158,395 | 808,793 | - | - | 87,343 |
| MyTime S.r.l. | - | - | - | - | - | 1,081 |
| MyCity S.r.l. | 1,873,583 | 15,042 | 69,983 | - | - | 2,742,687 |
| Mivivi S.r.l. | 1,271,531 | 45,900 | 63,985 | - | - | 39,271 |
| Milano City Village S.r.l. | - | 11,700 | - | - | - | 1,912,421 |
| Lambrate Twin Palace S.r.l. | 7,264,339 | 1,700 | 331,198 | - | 1,094,291 | 160,325 |
| Just Home S.r.l. | 3,167 | - | - | - | - | 1,856 |
| Company | Revenue for services |
Other revenue |
Interest income on loans |
Costs for services |
Financial expenses |
Financial income |
|---|---|---|---|---|---|---|
| Abitare In Development 3 S.r.l. | 1,284,471 | 1,700 | 209,948 | 1,700 | - | - |
| Abitare In Development 4 S.r.l. | 329,021 | 1,700 | 618,274 | 1,700 | - | - |
| Abitare In Development 5 S.r.l. | 3,380,918 | 1,700 | 236,574 | 1,700 | - | - |
| Abitare In Development 6 S.r.l. | - | 1,700 | 27,134 | 1,700 | - | - |
| Abitare In Development 7 S.r.l. | - | 1,700 | - | 1,700 | 149,000 | 245,000 |
| Abitare In Maggiolina S.r.l. | 10,000 | 1,700 | - | 1,700 | 360,500 | - |
| Accursio S.r.l. | 381,097 | 1,700 | 684,379 | 1,700 | - | - |
| Citynow S.r.l. | 10,000 | 1,700 | 218,573 | 1,700 | - | - |
| Costruire In S.r.l. | 10,000 | 1,700 | - | 1,700 | - | - |
| Creare S.r.l. | 10,000 | 11,580 | 60,262 | 11,580 | - | - |
| Edimi S.r.l. | 134,232 | 1,700 | 209,128 | 1,700 | - | - |
| GMC Holding S.r.l. | 158,694 | - | 365,850 | - | - | - |
| Homizy Siiq S.p.A. | 962,300 | 1,023 | 231,597 | 1,023 | - | - |
| Hommi S.r.l. | 30,000 | 1,700 | 129,702 | 1,700 | - | - |
| Housenow S.r.l. | - | 1,700 | 194 | 1,700 | - | - |
| Hub32 S.r.l. | - | - | 4,796 | - | - | - |
| Immaginare S.r.l. | 102,975 | 1,700 | 55,833 | 1,700 | - | - |
| Just Home S.r.l. | - | - | 3,167 | - | - | - |
| Lambrate Twin Palace S.r.l. | 1,936,096 | 1,700 | 373,856 | 1,700 | 1,166,505 | - |
| Milano City Village S.r.l. | 10,000 | 1,700 | - | 1,700 | 50,000 | - |
| Mivivi S.r.l. | 44,200 | 1,700 | 50,948 | 1,700 | - | - |
| MyCity S.r.l. | 1,734,191 | 4,210 | 129,155 | 4,210 | - | - |
| New Tacito S.r.l. | 10,000 | 1,700 | 485,764 | 1,700 | - | - |
| Palazzo Naviglio S.r.l. | 10,400 | 1,700 | - | 1,700 | 90,000 | - |
| Porta Naviglio Grande S.r.l. | - | 1,700 | 743,582 | 1,700 | 3,079,999 | - |
| Ziro S.r.l. | 152,622 | 1,700 | 263,568 | 1,700 | - | - |
|---|---|---|---|---|---|---|
| Volaplana S.r.l. | 10,000 | 29,260 | - | 29,260 | - | - |
| Trilogy Towers S.r.l. | 219,340 | 1,700 | - | 1,700 | - | 1,200,000 |
| The Units S.r.l. | 260,354 | 1,700 | 118,796 | 1,700 | - | - |
| Smartcity Siinq S.r.l. | - | 760 | - | 760 | - | - |
| Savona 105 S.r.l. | 195,759 | 1,700 | 680,060 | 1,700 | - | - |
During the year, the company had various commercial, financial, and economic relationships with the other related parties identified.
Below are the details regarding assets and liabilities to other related parties identified:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Equity investment in Via Bombay No. 1 S.r.l. | - | 21,537 | (21,537) |
| Loan vs Via Bombay n.1 S.r.l. | - | 3,473,867 | (3,473,867) |
| Trade receivables vs Via Bombay No. 1 S.r.l. | - | 953,572 | (953,572) |
| Provision for TFM | 523,497 | 428,731 | 94,766 |
| Payables to directors | 495,000 | 698,860 | (203,860) |
| Payables to auditors | 50,491 | 33,825 | 16,666 |
| Total | 1,068,988 | 5,610,392 | (4,541,404) |
The following is a breakdown of revenues and expenses from other identified related parties:
| 30.09 2025 |
30.09 2024 |
Change | |
|---|---|---|---|
| Revenues for service vs. Via Bombay No. 1 S.r.l. | 115,858 | 671,333 | (555,475) |
| Revaluation of investment Via Bombay n.1 S.r.l. | - | 21,537 | (21,537) |
| Capital loss on investment in Via Bombay n.1 S.r.l. | 35,844 | - | 35,844 |
| Interest income for loan vs Bombay No. 1 Srl | 128,958 | 239,602 | (110,644) |
| Directors' Severance Indemnity Reserve (TFM) | 91,745 | 83,265 | 8,480 |
| Directors' compensation | 835,766 | 1,263,886 | (428,120) |
| Auditors' remuneration | 72,882 | 65,000 | 7,882 |
| Compensation of manager with strategic responsibilities | 160,000 | 170,000 | (10,000) |
| Total | 1,441,053 | 2,514,623 | (1,073,570) |
Listed below are the guarantees issued by Abitare In S.p.A. on behalf of subsidiaries in favour of the credit institutions:
| Subsiadiries | Amount guaranteed |
Date of issue | Type of guarantee |
|---|---|---|---|
| Abitare In Development 3 S.r.l. | 3,000,000 | 22.06.2018 | Loan repayment guarantee |
| Abitare In Development 4 S.r.l. | 1,175,000 | 03.03.2022 | Comfort letter of 1,7 mln |
| Accursio S.r.l. | 10,500,000 | 29.12.2021 | Loan repayment guarantee |
| Citynow S.r.l. | 400,000 | 01.02.2022 | Loan repayment guarantee |
| Deametra Siinq S.r.l. | 21,688,857 | 29.12.2022 | Loan repayment guarantee |
| Homizy Siiq S.p.A. | 1,500,000 | 21.05.2024 | Loan repayment guarantee |
| Hommi S.r.l. | 10,000,000 | 25.10.2024 | Loan repayment guarantee |
| Lambrate Twin Palace S.r.l. | 3,300,000 | 25.05.2021 | Comfort letter of 3.3 mln and subordination of 2 mln loan |
| Mivivi S.r.l. | 5,000,000 | 06.05.2022 | Loan repayment guarantee |
| MyCity S.r.l. | 17,300,000 | 15.05.2023 | Comfort letter |
| Porta Naviglio Grande Srl* | 3,650,000 | 17.12.2020 | Loan repayment guarantee |
| Savona 105 S.r.l. | 10,950,000 | 03.12.2020 | Loan repayment guarantee |
| Smartcity Siinq S.r.l. | 10,650,000 | 13.12.2021 | Loan repayment guarantee |
| Volaplana S.r.l. | 5,000,000 | 11.01.2022 | Loan repayment guarantee |
| Total | 107,113,857 |
*: the sales target has been reached which allows AbitareIn S.p.A. to request cancellation of the guarantee.
See the Directors' report accompanying the consolidated financial statements for further information.
IFRS 7 and IFRS 13 require that financial instruments measured at fair value are classified on the basis of the quality of the inputs used to determine their fair value. More specifically, IFRS 7 and IFRS 13 provide for 3 fair value levels:
No transfers between the different levels of the fair value hierarchy were made in the relevant periods.
The table below provides a summary of assets and liabilities measured at fair value at 30 September 2025, based on the level that reflects the inputs used to determine their fair value:
| AS AT 30.09.2025 | |||||
|---|---|---|---|---|---|
| (In Euro) | Notes | Carrying amount |
Level 1 | Level 2 | Level 3 |
| Assets | |||||
| Equity investments in subsidiaries | 3.1 | 10,401,854 | 10,150,854 | - | 251,000 |
| Equity investments in other companies | 3.2 | 1,288,294 | 1,288,294 | - | - |
| Current financial assets | 4 | 24,164,591 | 24,164,591 | - | - |
| Trade receivables | 6 | 36,722 | - | - | 36,722 |
| Receivables from subsidiaries | 7 | 26,912,293 | - | - | 26,912,293 |
| Financial assets carried at fair value | 8 | 3,004,692 | 3,004,692 | - | - |
| Current financial assets | 9 | 837,061 | - | 837,061 | |
| Cash and cash equivalents | 11 | 94,374 | 94,374 | - | - |
| Liabilities | |||||
| Non-current financial liabilities | 13 | 16,604,964 | 16,604,964 | - | - |
| Other non-current liabilities | 15 | 622,790 | - | - | 622,790 |
| Current financial liabilities | 13 | 14,788,697 | 14,788,697 | - | - |
| Trade payables | 16 | 459,830 | - | - | 459,830 |
| Payables to subsidiaries | 17 | 12,523,279 | - | - | 12,523,279 |
| Other current liabilities | 18 | 944,970 | - | - | 944,970 |
See the Interim report on operations.
Pursuant to CONSOB Communication No. DEM/6064296 of 28 July 2006, it is specified that during the financial year ending 30 September 2025, the company Abitare In S.p.A. did not carry out any atypical and/or unusual transactions, as defined in the same communication.
Pursuant to CONSOB Communication No. DEM/6064296 of 28 July 2006, it should be noted that during the financial year ended 30 September 2025, the company Abitare In S.p.A. did not carry out any significant non-recurring events and transactions, as defined in the same communication.
The table below shows the breakdown of the fees recognised for the six months ended 30 September 2025 for auditing services and other services supplied by the Auditing Firm BDO S.p.A.
| Amount in thousands of Euro | 30.09 2025 |
|---|---|
| Auditing half-yearly financial statements | 25 |
| Statutory audit | 33 |
| Other assurance services | 2 |
| Total | 60 |
Dear Shareholders, in submitting the Financial Statements for the year ended 30 September 2025 for your approval, we propose that the profit for the year of Euro 1,124,341 be carried forward.
PURSUANT TO THE ARTICLE 154-BIS OF LEGISLATIVE DECREE 58/1998 (CONSOLIDATED FINANCIAL ACT)
Milan, 11 December 2025
Luigi Francesco Gozzini (CEO)
Cristiano Contini
(Executive Responsible for Corporate Accounting Infor-mation)

Viale Abruzzi, 94 20131 Milano

pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010 and article 10 of EU Regulation n. 537/2014
To the shareholders of Abitare In S.p.A.
We have audited the financial statements of Abitare In S.p.A. (the "Company"), which comprise the statement of financial position as of September 30, 2025, the income statement, the statement of comprehensive income, statement of changes in equity, the statement of cash flows for the year then ended and notes to the financial statements, including relevant information on the applicable accounting standards.
In our opinion the financial statements give a true and fair view of the financial position of the Company as of September 30, 2025 and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board as adopted by the European Union, as well as the regulation issued to implement art. 9 of Legislative Decree N. 38/05.
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical and independence requirements applicable in Italy to the audit of financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Bari, Bologna, Brescia, Firenze, Genova, Milano, Napoli, Padova, Roma, Torino, Verona

ENHANCEMENT OF EQUITY INVESTMENTS AND FINANCING IN SUBSIDIARIES
NOTE 3.1: EQUITY INVESTMENTS IN SUBSIDIARIES
NOTE 4: CURRENT AND NON-CURRENT FINANCIAL ASSETS
The financial statements include amounts referred to "Equity investments in subsidiaries" for Euro 10,4 million and "Current and non-current financial assets" relating to financing granted to subsidiaries for Euro 83,1 million.
As indicated in the aforementioned notes, the recoverability of these assets was assessed by the Company in light of the forecasting of cash flows expected from the completion of the real estate development projects.
For the above-mentioned reasons, and taking into account the significance of these items, we considered the valuation of equity investments and non-current financial assets to be a key aspect of the financial statements audit.
The audit procedures applied in response to this key aspect concerned, among other things:
We have also checked the adequacy of the information provided in the notes to the financial statements.
The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) as adopted by the European Union, as well as the regulation issued to implement article 9 of Legislative Decree no. 38/05 and, in the terms prescribed by law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, the Company's financial reporting process.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISA Italia, we exercise professional judgment and maintain professional skepticism throughout the audit. We also have:
We have communicated with those charged with governance, as properly identified in accordance with ISA Italia, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We have also provided those charged with governance with a statement that we have complied with relevant ethical and independence requirements applicable in Italy and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We described those matters in the auditor's report.

We were initially engaged by the shareholders meeting of Abitare In S.p.A. on December 23, 2020 to perform the audits of the financial statements of each fiscal year starting from September 30, 2021 to September 30, 2029.
We declare that we did not provide prohibited non audit services, referred to article 5, paragraph 1, of Regulation (EU) 537/2014, and that we remained independent of the company in conducting the audit.
We confirm that the opinion on the financial statements included in this audit report is consistent with the content of the additional report prepared in accordance with article 11 of the EU Regulation n.537/2014, submitted to those charged with governance.
The directors of Abitare In S.p.A. are responsible for the application of the requirements of Delegated Regulation (EU) 2019/815 of European Commission regarding the regulatory technical standards pertaining the electronic reporting format specifications (ESEF - European Single Electronic Format) (hereinafter the "Delegated Regulation") to the financial statements, to be included in the Annual financial report.
We have performed the procedures required under audit standard (SA Italia) no. 700B in order to express an opinion on the compliance of the financial statements as at September 30, 2025 to the requirements of the Delegated Regulation.
In our opinion, the financial statements as at September 30, 2025 have been prepared in XHTML format in compliance to the requirements of Delegated Regulation.
The directors of Abitare In S.p.A. are responsible for the preparation of the report on operations and of the corporate governance report of Abitare In S.p.A. as of September 30, 2025, including their consistency with the financial statements and their compliance with the applicable laws and regulations.
We have performed the procedures required under Auditing Standard (SA Italia) no. 720B in order to:
In our opinion, the report on operations and the specific information of the corporate governance report as provided by article 123-bis, paragraph 4, of Legislative Decree no. 58/98, are consistent with the financial statements of ABITARE IN S.p.A. as at September 30, 2025.
Furthermore, in our opinion the report on operations and of the specific information of the corporate governance report as provided by article 123-bis, paragraph 4, of Legislative Decree no. 58/98, are compliant with applicable laws and regulations.
With reference to the assessment pursuant to article 14, paragraph. 2, e-ter), of Legislative Decree no. 39/10 based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report
Abitare In S.p.A. | Independent auditor's Report pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010 and article 10 of EU Regulation n. 537/2014

With reference to the assessment pursuant to article 14, paragraph. 2, e-ter), of Legislative Decree no. 39/10 based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report
Milan, December 29, 2025
BDO Italia S.p.A.
Signed by Giovanni Rovelli Partner
As disclosed by the Directors on page 201, the accompanying financial statements of Abitare In S.p.A. constitute a non-official version which is not compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815. This independent auditor's report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.
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