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Sesa

Interim / Quarterly Report Mar 13, 2025

4086_ir_2025-03-13_58824651-099a-4bf4-8dda-10f37fd89b74.pdf

Interim / Quarterly Report

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Interim Report

January 31, 2025

Management and auditing boards of Sesa SpA 3
Highlights 4
Sesa Group Business Model 5
Foreword 8
Preparation Criteria and Accounting Standards 8
Alternative Performance Indicators and Pro Forma Results 9
Significant events during the period 11
Management trend 12
General economic trend 12
Development of demand and trends in the sector in which the Group operates 13
Economic highlights of the Sesa Group 14
Highlights of the Group's income statement and balance sheet 17
Governance Model 28
Long-term sustainable value creation 30
People31
Hiring31
Training and professional development of resources 32
Health and Safety32
Welfare33
Segment Information 34
Transactions with Related Parties and Group companies 37
Significant events occurring after the end of the quarter 37
Business outlook 37
Annexes 38
Consolidate Income Statement39
Consolidated Statement of Financial Position 40
Consolidated Statement of Changes In Equity42
Declaration pursuant to article 154-bis, paragraph 2, of Legislative Decree no. 58 of 24 February 1998, "Consolidated Law on Financial
Intermediation", as amended 43

Management and auditing boards of Sesa SpA

Board of Directors

Genere Anno di nascita Role Deadline
Paolo Castellacci 30/03/1947 Chairman approval of FS as of 30 April 2027
Giovanni Moriani 19/11/1957 Executive Vice Chairman approval of FS as of 30 April 2027
Moreno Gaini 14/09/1962 Executive Vice Chairman approval of FS as of 30 April 2027
Alessandro Fabbroni 03/03/1972 Chief Executive Officer approval of FS as of 30 April 2027
Claudio Berretti 23/08/1972 Non-Executive Director approval of FS as of 30 April 2027
Giuseppe Cerati 15/05/1962 Independent Director approval of FS as of 30 April 2027
Angela Oggionni 08/06/1982 Independent Director approval of FS as of 30 April 2027
Chiara Pieragnoli 11/11/1972 Independent Director approval of FS as of 30 April 2027
Giovanna Zanotti 18/03/1972 Independent Director approval of FS as of 30 April 2027
Angelica Pelizzari 18/10/1971 Independent Director approval of FS as of 30 April 2027

Corporate Governance Bodies

Deadline
Control and Risks and Related Parties Committee
Giuseppe Cerati (Chairman), Giovanna Zanotti, Chiara Pieragnoli approval of FS as of 30 April 2027
Director in charge of Internal Control: Alessandro Fabbroni approval of FS as of 30 April 2027
Remuneration Committee
Angela Oggionni (Chairman), Giovanna Zanotti, Claudio Berretti approval of FS as of 30 April 2027
Sustainability Committee
Angela Pellizzari (Chairman), Giovanna Zanotti, Alessandro Fabbroni approval of FS as of 30 April 2027

Management Control Committee

Role Deadline
Giuseppe Cerati Chairman approval of FS as of 30 April 2027
Chiara Pieragnoli Committee Member approval of FS as of 30 April 2027
Giovanna Zanotti Committee Member approval of FS as of 30 April 2027

Supervisory Board pursuant to Law 231/2011

Role Deadline
Giuseppe Cerati Chairman approval of FS as of 30 April 2027
Chiara Pieragnoli Committee Member approval of FS as of 30 April 2027
Giovanna Zanotti Committee Member approval of FS as of 30 April 2027

Audit company

Deadline
Company entrusted with the statutory audit KPMG SpA approval of FS as of 30 April 2031

Highlights

Consolidated economic data for the periods ended January 31 of each year

(Euro thousands) 2025
Pro-forma*
2024 2023 2022 2021
Revenues 2,476,213 2,368,320 2,154,663 1,739,121 1,523,733
Total revenues and other income (1) 2,516,932 2,396,110 2,176,385 1,757,878 1,534,279
EBITDA 176,660 180,275 155,954 124,549 92,209
Adjusted operating profit (EBIT) (1) 138,450 145,914 125,619 97,440 68,876
EBIT (Operating Income) 110,041 121,207 108,664 89,037 63,878
Profit (loss) before taxes 80,723 97,074 99,989 84,453 62,511
Net profit for the period 59,401 68,616 71,552 60,148 43,914
Net profit (EAT) for the period attributable to the Group 54,319 64,892 67,333 56,262 39,925
Adj net profit for the period attributable to the Group (1) 75,408 84,178 79,402 62,243 43,483

Consolidated balance sheet figures as of January 31 of every year

Total Net Invested Capital 610,256 532,896 365,852 279,102 271,280
Total Shareholders' Equity 518,015 470,428 381,054 309,542 282,576
- attributable to the Shareholders of the Parent Company 443,602 418,737 350,832 287,295 263,184
- attributable to non-controlling interests 74,413 51,691 30,222 22,247 19,392
Total Net Financial Position Reported (Net Liquidity) 92,241 62,468 (15,202) (30,440) (11,296)
Net Financial Position (Net Liquidity) (2) (108,088) (148,325) (199,570) (177,753) (102,521)
EBITDA / Total revenue and other income 7,02% 7,52% 7,24% 7,16% 6,05%
EBIT / Total revenue and other income (ROS) 4,37% 5,06% 5,04% 5,12% 4,19%
Group EAT Adj /Total revenue and other income 2,16% 2,71% 3,09% 3,20% 2,60%

Market Data

Listing Market Euronext – Star Euronext – Star Euronext - Star Euronext - Star Euronext -Star
Quotation (Eu as at 31 January each year) 79.9 126.1 124.6 159.4 96.9
Dividend per share (Eu) (4) 1.00 1.00 0.90 0.85 (Nota 3)
Overall Dividend (Eu mn) (5) 15.5 15.5 13.9 13.2 (Nota 3)
Pay Out Ratio (6) 19.8% 19.7% 17.7% 25.2% (Nota 3)
Shares Issued (in millions) 15.49 15.49 15.49 15.49 15.49
Market Cap (Eu mn) as at 31 january 1,238.0 1,953.9 1,930.6 2,469.8 1,501.4
Market to Book Value (7) 2.4 4.2 5.1 8.0 5.2
Dividend Yield (on 10/31 quotation) (8) 1.3% 0.8% 0.8% 0.4% (3)
0
Earnings per share (basic) (Eu) (9) 3.52 4.19 4.37 3.64 2.59
Earnings per share (diluted) (Eu) (10) 3.51 4.19 4.35 3.63 2.58

(1) Total Revenues and other Income includes fair value adjustment of financial liabilities for Puts, Earn Outs towards minority shareholders and fair value adjustment in the case of step up acquisitions Adjusted operating profit before amortisation of customer lists and know-how recognised as a result of the Purchase Price Allocation (PPA) process.and gross of the Stock Grant costs. Adjusted net profit attributable to the Group before amortisation of customer lists and know-how recognised as a result of the PPA process and gross of the-Stock Grant costs net of the related tax effect and of non-recurring taxes. (2) Net Financial Position not including non-interest-bearing payables and commitments for deferred payments of corporate acquisitions (Earn Out, Put Option, deferred prices) and liabilities recognised in application of IFRS 16. (3) The Shareholders' Meeting of Sesa SpA of August 28, 2020 resolved not to distribute dividends in view of the pandemic emergency. (4) Dividends paid in the following year from the profit for the year as of April 30 each year. (5) Dividends gross of the portion relating to treasury shares. (6) Dividends before the share relating to treasury shares / Consolidated Net Profit attributable to shareholders as of April 30 each year. (7) Capitalisation based on share price as of October 31 each year / Consolidated Shareholders' Equity. (8) Dividend per share / Market value per share as of April 30 each year. (9) Net profit attributable to the Group at January 31 / average number of ordinary shares net of treasury shares – Reported data. (10) Net profit attributable to the Group at January 31 / average number of ordinary shares net of treasury shares in portfolio and including the impact of Stock Grant plans (up to the limit of treasury shares in portfolio) - Reported data).

(*) Pro forma consolidated figures as of January 31, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital Green Sector included in group perimeter since november 2024 (Q3)

Sesa Group Business Model

Sesa, with headquarters in Empoli (FI), active throughout Italy and present in a number of foreign countries including Germany, Switzerland, Austria, France, Spain and Romania, is at the head of a Group that represents the reference operator in Italy in the sector of technological innovation, consulting and vertical applications for the business segment, with consolidated revenues of Euro 3,210.4 million, about 40,000 clients and approximately 5,700 resources as of April 30, 2024 (Source: consolidated figures as of April 30, 2024).

The Sesa Group has the mission of offering technological solutions, consulting and business applications to companies and organisations, supporting them in their digital transformation and innovation path with an organisational model in Vertical business lines and Business sectors.

The Business Sectors (SSI, Business Services, VAS and Digital Green) have a strong focus on the target market with dedicated marketing and sales structures. Within each of the Sectors, vertical business lines are developed with specialised technical and commercial structures for market segments and areas of expertise.

CORPORATE SECTOR

The Corporate Sector deals with the strategic governance and operational, financial and human resources management of the Group through Sesa SpA. Specifically, Sesa SpA performs the Group's operational holding and management activities, taking care of administrative and financial management, organisation, planning and control, human resources management, general affairs, corporate information systems, legal and the Group's extraordinary finance operations, with a total of about 180 rights resources.

Following the recent entry into the organisation of the subsidiary Adiacent, the Corporate Sector extended its activities in the development of Customer Experience technology and application solutions to the whole of the Sesa Group. Adiacent SpA (benefit company) supplies digital transformation and customer experience services through a staff of about 180 specialised personnel operating both in Italy and the Far East, promoting the offer of European manufacturers on international ecommerce platforms.

SOFTWARE AND SYSTEM INTEGRATION (SSI) SECTOR

The Software and System Integration Sector is active in offering Technological Innovation solutions, Digital Services and Business Applications for the Enterprise segment. Var Group SpA, which consolidates the sector, is a reference operator in the digitalisation offer for the SME and Enterprise segments with a customer base of over 10,000 companies, 2000 of which in foreign countries, and an integrated offering in the following areas: Cloud Technology Services, Cyber Security, Proprietary ERP and Vertical Solutions, Enterprise Platform, Digital Workspace, Data/AI, Digital Experience.

Cloud Technology Services - Business Unit offering integrated Hybrid and Cloud Services and Infrastructure Modernization solutions in support of the digital evolution of enterprises and organisations.

Cyber Security - The Business Unit is distinguished by its expertise and specialisation in the Cyber Security sector, thanks to the services of Yarix Srl, Group company and leader in the Italian market, and the recent extension of activities on the European market with the acquisition of Wise Security Global, reference company for the cyber security solutions segment on the Spanish market.

Proprietary ERP and Vertical Solutions - Strategic Business Unit with a complete range of national proprietary ERPs and Vertical Applications specialised for the main Made in Italy districts (Sirio, Panthera, Essenzia, Sigla++, as well as applications for the food retail and

mass distribution sector with the solutions of the Tekne Group companies. The ERP and Industry Solutions Business Unit is the sector's main operational area in terms of employment, with about 1,300 resources.

Enterprise Platforms - Strategic Business Unit offering a complete range of consultancy and business integration in the field of ERP and International Verticals (SAP, Microsoft, Siemens Industry Software) made available to companies in the main Italian and European economic districts with about 400 dedicated resources.

Data Science/AI - Advanced and Predictive Analysis, Data Intelligence and applied and generative Artificial Intelligence (AI) activities are becoming increasingly important in order to optimise business processes, support the digital transformation of enterprises and organisations, and improve the way companies work and the way people live. The Business Unit was established in FY 2021 with the acquisition of the companies Analytics Network and SPS. In 2023, it incorporated the organisation of Mediamente Consulting and in 2024 that of Visualitics, resulting in the development of a team of about 200 human resources with specific skills in the Data/AI field, about 50% of whom are under the age of thirty. The activities of the Business Unit are also crucial in supporting the evolution of the skills and applications of the Sector's other skills centres in the fields of Cloud, Cyber Security and Vertical Applications.

Digital Experience - The Business Unit offers digital experience, marketing and digital strategy, and omnichannel e-commerce services through a specialised team of about 80 resources, forming a skills centre integrated with the offer of the entire SSI Sector.

Digital Workspace - Strategic Business Unit dedicated to digital workspace solutions and to solutions for Collaboration and the digitisation of workstations, optimising audio and video functions in the most common contexts of use at enterprise level, with about 180 human resources. The Business Unit, set up in FY 2023 following the acquisition of Durante SpA, incorporated the solutions of Sangalli Tecnologie Srl in FY 2024.

SETTORE BUSINESS SERVICES (BS)

The Business Services Sector, consolidated by the Base Digitale Group, is organised into four main vertical Strategic Business Units and is active in offering Digital Platform, Vertical Banking Applications, Security and Consulting solutions within the scope of Securitization and the Credit Management Platform for the Financial Services segment. AI skills and tools embedded in the digital platforms offered to customers have been developed in the sector.

Base Digitale Security (BDS) - Strategic Business Unit dedicated to physical and IT security solutions for the banking and retail market, through digital platforms, monitoring and access control systems and vertical applications for the front office, with about 100 resources operating throughout the country.

Base Digitale Platform (BDP) - Business Unit that develops digital skills and platforms to support the operational processes of companies and organisations in the Financial Services and Large Enterprise sectors. In particular, the Strategic Business Unit offers platforms for customer service, automation and digitisation of document and operational processes, with around 350 resources.

Base Digitale Applications - Strategic Business Unit dedicated to the development of vertical software solutions on cloud platforms for the banking sector (treasury, derivatives, finance, wealth management), with a staff of over 300 human resources and an R&D centre based in Parma. It integrates the offer of BDX and BDY, a company set up following a long-term partnership agreement with Centrico, (Banca Sella Group), active in the provision of Core Banking ERP solutions. Starting from FY 2025, the business unit includes the offering of Advance Technology Solutions SpA, ("ATS") a company acquired in May 2024 with over 100 resources dedicated to the development of capital market platforms, with specific expertise in Data/AI, as well as Metoda finance, specialized in offering digital platforms for supervision and compliance activities for financial sector.

Digital Base 130 Servicing - Strategic Business Unit established following entry into the Group of 130 Servicing SpA, with headquarters in Milan and a staff of 130 human resources, specialising in advisory and nondelivery master servicing services for asset management companies, institutional investors and securities brokerage firms.

VALUE ADDED SOLUTIONS (VAS) SECTOR

The Value Added Solutions Sector is active in the aggregation of technological solutions for the business segment, offering integrated consulting, marketing, education and technical assistance services. Computer Gross SpA, which consolidates the Sector, is the Italian leader in Value Added Distribution (48% of market share, source Sirmi year 2024) with a customer set of about 25,000 business partners active throughout Italy and in the DACH Region. The Sector benefits from strategic partnerships with leading international Vendors and from the specialisation of its business units, equipped with teams with technical and digital skills, with a prevailing focus on Advanced Solutions (Cloud, Security, Data Center, Networking and Data/AI Solutions) accounting for about 75% of VAS revenues in FY 2024.

Cloud, Security Software, Data Center Solutions - The Cloud, Security and Data Center offering is one of the main strategic focuses of the VAS Sector's Advanced Solutions offering and includes Public and Hybrid Cloud, Data Center and Cyber Security Technology solutions (SIEM, end point security, software encryption management) also as a service and through cloud platforms.

Data/AI Solutions - The offering of the Data/AI Business Unit includes Data Science, Advanced Analytics and Artificial Intelligence both applied and generative, with a specialised team of resources dedicated to the development of AI projects in partnership with major International Vendors, active in these fields, including Microsoft and IBM. In particular, during FY2024: (i) Computer Gross established the first competence centre in IBM watsonx in order to accelerate opportunities for business partners through enablement, demand generation, training and technical support activities; (ii) Computer Gross was the reference partner of Microsoft, developing a specific focus on Copilot AI solutions.

Devices and Digital Workspace - Strategic Business Unit dedicated to digital workspace solutions and more generally to Unified Communication, Collaboration and digitisation of workstations, optimising audio and video functions in the most common contexts of use at professional and enterprise level.

Networking and Collaboration - Connectivity is one of the main technological pillars of any organisation, necessary to meet the growing need for interaction between people and objects. By partnering with leading international vendors, particularly Cisco, the networking and collaboration offering facilitates communication and collaboration within businesses and organisations, as well as ecosystems and communities.

DIGITAL GREEN SECTOR (DG)

The Digital Green sector is dedicated to solutions for the production of energy from renewable sources and energy efficiency, which reduce the environmental impact of organisations. Established following the acquisition of the company P.M. Service Srl in 2021 it has been further developed thanks to the recent acquisition of Greensun Srl, generating a reference operator on the domestic market with prospects for expansion into Europe, also thanks to the subsidiary Greensun Adria, operating on the Croatian and Slovenian markets, and the investee company Greensun East Europe. This Business Unit also integrates the company Service Technology Srl, which offers services for the management and reconditioning of IT products, regeneration and refurbishment of technology parks, with about 35,000 personal computers reconditioned in the year.

Foreword

The numerical information included in this Interim Report on Operations and the comments contained therein are intended to provide an overview of the interim financial position and results of operations of the Sesa Group (referred to hereinafter also as the "Group"), of the relative changes during the reporting period, and of the significant events affecting the result for the period.

The Group's Interim Report on Operations as of January 31, 2025 is related to the first nine months of operation and represents the first financial disclosure prepared by the parent company Sesa SpA for the year ending April 30, 2025. For a better assessment of the Group's income and financial performance, this document presents the reclassified balance sheet, cash flow statement and income statement for the period ended January 31, 2025 and for the corresponding period of the previous year, together with some alternative performance ratios.

The Group Interim Report as of January 31, 2025 is not subject to audit.

Preparation Criteria and Accounting Standards

Sesa Group's Interim Report on Operations (referred to hereinafter also as the "Interim Report") has been prepared in compliance with article 154-bis, paragraph 5 of Legislative Decree no. 58/1998 as well as the pertinent Consob regulations. The Interim Report has been prepared in compliance with the International Financial Reporting Standards ('IFRS') issued by the International Accounting Standards Board ("IASB"), approved by the European Union and in force at the time of approval. The Group's balance sheet, cash flow statement and income statement as of January 31, 2025 are annexed hereto.

The accounting standards and the criteria adopted when preparing the Interim Report of January 31, 2025 comply with those adopted for the consolidated Group financial statements for the year ended April 30, 2024, taking into account those specifically applicable to interim situations. The Interim Report of January 31, 2025 includes the Interim Financial Report of Sesa SpA as well as the Interim Financial Reports of the subsidiaries of January 31, 2025. These interim financial reports have been adjusted, where necessary, to align them with the IFRS.

Alternative Performance Indicators and Pro Forma Results

In order to better assess the performance and financial position of the Group and its business segments the management of Sesa SpA uses certain alternative performance indicators that are not identified as accounting measures under the IFRS. These indicators facilitate the identification of operational trends and support decisions about investments, allocation of resources and other operational decisions. Therefore, the measurement criterion applied by the Group may not be consistent with that adopted by other groups and therefore not comparable. These alternative performance indicators are made up exclusively from historical data of the Group and determined in accordance with the Guidelines on Alternative Performance Indicators issued by ESMA/2015/1415 and adopted by Consob with communication no. 92543 of December 3, 2015. They refer only to the performance of the accounting period in question and of the periods under comparison and not to the expected performance, and should not be considered as a substitute for the indicators envisaged by the reference accounting standards (IFRS).

Finally, they have been prepared maintaining continuity and homogeneity of definition and representation for all periods for which financial information is included in this document.

In line with the above-mentioned communications, the criteria used to construct these indicators are provided below.

  • Ebitda (Gross Operating Margin) is defined as the profit for the period before depreciation and amortisation, provisions for bad debts, provisions for risks, notional costs relating to stock grant plans assigned to the executive directors, financial income and expenses (excluding the adjustment to the fair value of financial liabilities for PUT, Earn Out to minority shareholders and fair value revaluations in the case of step up acquisitions), profit (loss) of companies accounted for using the equity method, and taxes.
  • Adjusted Operating Profit (Ebit) defined as Ebitda net of amortisation and depreciation of tangible and intangible fixed assets (excluding amortisation and depreciation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation), provisions for bad debts, provisions for risks, excluding notional costs relating to stock grant plans.
  • Operating Profit (Ebit) defined as Ebitda net of depreciation and amortisation, provisions for bad debts, provisions for risks, notional costs related to stock grant.
  • Adjusted net profit defined as net profit before (i) amortisation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation, (ii) notional costs related to the stock grant plans net of the related tax effect and (iii) taxes paid in relation to previous years.
  • Group's adjusted net profit defined as the Group's net profit before (i) amortisation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of and (ii) notional costs related to the stock grant plans net of the related tax effect and (iii) taxes paid in relation to previous years.
  • Net working capital is the algebraic sum of inventories, trade receivables, other current assets, trade payables and other current payables;
  • Net invested capital is the algebraic sum of non-current assets, net working capital and net non-current liabilities;

  • Net Financial Position (NFP) is the algebraic sum of cash and cash equivalents, other current financial assets, and current and non-current loans;
  • Total Net Financial Position (NFP) Reported is the algebraic sum of cash and cash equivalents, other current financial assets,

current and non loans, current and non-current financial liabilities for rights of use, and payables and commitments for the purchase of equity investments from minority shareholders. It complies with the definition of Net Financial Debt envisaged in Consob Communication no. 6064293 of July 28, 2006 and in accordance with ESMA Recommendation 2013/319;

For the sole purpose of preparing the reclassified income statement, the fair value adjustment of the liabilities for Puts, Earn Outs towards minority shareholders and the fair value adjustment in the case of step up acquisitions are reclassified from the items of financial income and expenses to other Income item.

The pro forma consolidated financial statements, consisting of the reclassified consolidated balance sheet, the reclassified consolidated income statement and the segment information as of October 31, 2024, presented for the first time in this document, have been prepared solely for the purpose of disclosure in order to simulate the effects that the acquisition of 66% of the capital of Greensun Srl (Digital Green Sector), finalised on December 3, 2024, would have had on the Group's results if it had entered the scope of consolidation from May 1, 2024. The pro forma Consolidated Financial Statements have been prepared by making appropriate adjustments to the figures as of October 31, 2024 in order to backdate the significant effects of the acquisition of control of Greensun Srl, a leading operator in the renewable energy technology sector with expected annual consolidated revenues in the year ending December 31, 2025 of about Euro 130 million and about 50 human resources. Considering Greensun's affiliation to the Digital Green Sector, only this last Sector was subject to pro forma.

The pro forma Consolidated Financial Statements are not subject to audit and are not in any way intended to represent a forecast of future results and should not therefore be used in this sense: the pro forma data do not reflect forward-looking data as they are prepared in such a way as to represent only the most significant, isolable and objectively measurable effects of the transaction for the acquisition of control of Greensun Srl and the related financial and economic transactions, without taking into account the potential effects of any management choices and operating decisions made as a result. The construction of the pro-forma reclassified consolidated data, drawn up for management information purposes only, does not comply with Consob regulations regarding the preparation of pro-forma financial statements, as they are not applicable.

The consolidation pro-forma of Greensun and subsidiaries from May 1, 2024 to the date of actual entry into the Group's scope (November 2024) contributed to Group Revenues and Other Income for Euro 83,713 thousand, to Group EBITDA for Euro 5,220 thousand, and to the net profit for the period for Euro 3,787 thousand and to the Group Adjusted Net Profit for Euro 2,212 thousand.

Significant events during the period

The Sesa Group continues on its path of growth and investment in strategic areas of the market. In the first nine months of the financial year ended January 31, 2025, the Group achieved Revenues and Other Income of Euro 2,516.9 million (+5.0% Y/Y) and Ebitda of Euro 176.7 million (-2.0% Y/Y), confirming the ability to attract and retain skills with 6,367 resources at January 31, 2025 (+14.5% Y/Y). Of particular importance are the results of the last quarter which, although achieved in a still challenging market context, show strong growth in revenues (+11.7% Y/Y) and an increase in EBITDA (+2.6% Y/Y), reversing the downward trend in the halfyear to 31 October 2024.

M&A operations continued in the period to support future growth: 10 bolt-on M&A operations have been carried out since the beginning of the fiscal year, which have concerned in particular the SSI, Business Services and Digital Green sectors. The industrial business combination operations carried out during the year have a perimeter of approximately 500 resources and annual revenues of approximately Euro 180 million.

In the SSI Sector, we note the strengthening of its skills in application consultancy on SAP platform and in Cloud services, to support the digital transformation of the Made in Italy districts through the acquisition of control of: i) Real-Time, a company active in data management and analysis software solutions, especially on the SAP Business One platform. Real-Time established about 35 years ago, has consolidated expertise in implementing business management systems and developing Business Intelligence projects. Based in Bergamo, it operates with a staff of 15 skilled human resources; ii) PV Consulting, a company active in consultancy and management solutions, in particular on the SAP HCM (Human Capital Management) platform, based in Rome with a staff of 15 specialized resources; and iii) Boot Systems SL and LBS Serveis SL, companies specialized in offering professional consultancy and solutions in the Cloud Computing and Data Center fields, with a focus on Oracle and Dell technologies. Based in Barcelona and Andorra, it operates with approximately 20 qualified resources iv) Smart Engineering Gmbh, based in Germany (Buchholz), specializes in Computer-Aided Engineering (CAE) software solutions as well as in the provision of innovative engineering services in the field of FEM/CFD calculations and simulation software, v) IT PAS, based in Naples and with 25 specialized resources, helps companies and organizations to streamline processes thanks to the use of Artificial Intelligence and the potential of the ServiceNow platform and vi) Innofour B.V., based in Almelo (Netherlands) and with operations in Stockholm, Lund (Sweden) and Stravanger (Norway), specializes in software solutions for electronic design (EDA), simulation and engineering design (Computer-Aided Engineering, CAE), Computational Fluid Dynamics (CFD) service and ALM software.

Worthy of note in the Business Services sector is the acquisition of 75% of the capital of ATS Advanced Technology Solutions SpA. ATS, headquartered in Milan and with a staff of approximately 115 human resources, is a company specialised in the development of digital platforms and AI application solutions for the Financial Services industry that enable the digitisation and modernisation of information systems while guaranteeing and enhancing their security. Also in the Business Services sector, the acquisition of 70% of the capital of Metoda Finance Srl was finalised. Metoda, based in Salerno and with about 70 resources, specialises in the development and supply of fully proprietary software solutions in the fields of Regulatory Reporting, AML and Management for the Financial Services market.

The Digital Green sector strengthens its expertise in the energy efficiency technology sector with the acquisition of 66% of the capital of Greensun Srl, a specialist operator with a human capital of about 50 resources. The planned integration and merger with PM Service will create a reference operator on the national market with expected annual revenues of approximately Euro 300 million and growth prospects on European markets, laying the foundations for independent and further development in the medium-long term.

Management trend

General economic trend

After the acceleration of the global economy in 2021, the two-year period 2022-2023 ended with an average growth of +3.4%. While remaining below historical averages, global expansion levels confirmed their resilience during the disinflationary process of 2022- 2023. Global annual growth of +3.2% is also expected in 2024-2025. Emerging markets continue to lead with an average growth in 2024-2025 of +4.2%, while the average growth of the advanced economies remains moderate at +1.8% (source IMF - WEO, January 2025).

The Euro Zone confirms a slowdown in growth from +3.4% in 2022 to +0.4% in 2023 and +0.9% in 2024, with an expected recovery to +1.6% in 2025 (source IMF - WEO, January 2025).

In Italy, after the strong recovery of GDP in 2021 (+7.0% Y/Y) and in 2022 (+3.7%), with rates above those of the Euro Zone, 2023 ends with a significant deceleration of growth (+0.9%), while still remaining above the European average. In the two-year period 2024-2025, average annual growth of Italian GDP is expected to be around 0.7% (source IMF - WEO, January 2025).

The following table shows the final results for 2018-2023 and forecast GDP trend for 2024 and 2025 (source: IMF - WEO, January 2025).

Final results and IMF forecast

Percentage Values Change
GDP 2018
Change
GDP 2019
Change
GDP 2020
Change
GDP 2021
Change
GDP 2022
Change
GDP 2023
Change
GDP 2024 (E)
Change
GDP 2025 (E)
World +3.6% +2.8% -3.1% +6.3% +3.5% +3.3% +3.2% +3.3%
Advanced
Economies
+2.3% +1.6% -4.5% +5.4% +2.6% +1.7% +1.7% +1.9%
Emerging Market +4.5% +3.6% -2.1% +6.8% +4.1% +4.4% +4.2% +4.2%
USA +2.9% +2.2% -3.4% +5.9% +1.9% +2.5% +2.8% +2.7%
Japan +0.3% +0.7% -4.6% +2.2% +1.0% +1.9% -0.2% +1.1%
China +6.6% +6.0% +2.3% +8.4% +3.0% +5.2% +4.8% +4.6%
Great Britain +1.3% +1.4% -9.8% +7.6% +4.3% +0.1% +0.9% +1.6%
Euro Zone +1.9% +1.3% -6.3% +5.3% +3.4% +0.5% +0.9% +1.6%
Italy +0.8% +0.3% -8.9% +7.0% +3.7% +0.9% +0.6% +0.7%

Development of demand and trends in the sector in which the Group operates

The global ICT market continues to be characterised by its resilience to crises and by higher growth rates than the global economy. After the strong acceleration in 2021 (+13.4%), the ICT market continues to outperform the pre-Covid period with an average growth in 2022-2024 of 6.0%, favoured by the Enterprise Software (average growth +15.4%) and IT Services segments (average growth 7.4%). A further market acceleration (+ 7.4%), fuelled by the IT Services and Enterprise Software segments, is expected in 2025. The recovery of the Data Centre sector is largely due to the need to support the workloads arising from the adoption of generative AI, while, with regard to Devices, the reversal of the trend reflects the progressive exhaustion of the life cycle of products supplied in the post-Covid period (Source: Gartner, January 2025).

In Italy, the Information Technology ("IT") market confirms the sustained growth trend, with average annual rates exceeding those of the pre-Covid period and national GDP. After +8.0% growth in FY 2021, the Italian IT market achieved a 3.3% increase in 2022-2024 supported by the Management and Development Services segments. A 3.7% acceleration in the growth of demand is expected in 2025. Within the IT market, the segment that displays the highest growth rates is Management Services (double-digit annual growth), which includes digital transformation and system integration services and solutions. The trend reflects the processes of accelerating digitisation in all segments and the evolution of the ways in which technology is used, as well as the progressive penetration of Cloud Computing and AI solutions (Source: Sirmi, January 2025).

The following tables represent the trend of the global (Source: Gartner, October 2024) and Italian (Source: Sirmi, January 2025) IT markets in 2019-2023 and the forecast for 2024 and 2025.

Global ICT market trend

World IT market
(US Dollar Bn)
2020 2021 2022 2023 2024 E 2025 E Change
21/20
Change
22/21
Change
23/22
Change
24/23
Change
25/24
Data Centre Systems 208 190 227 236 318 367 -8.9% 19.5% 4.0% 34.6% 15.4%
Enterprise Software 507 732 811 974 1,088 1,240 44.4% 10.8% 20.1% 11.7% 14.0%
Devices 688 808 766 693 736 806 17.4% -5.2% -9.5% 6.2% 9.5%
IT Services 1,088 1,208 1,306 1,504 1,588 1,738 11.0% 8.1% 15.2% 5.6% 9.4%
Communication Services 1,386 1,459 1,423 1,492 1,530 1,597 5.3% -2.5% 4.8% 2.6% 4.4%
Total IT Market 3,877 4,396 4,534 4,898 5,260 5,747 13.4% 3.1% 8.0% 7.4% 9.3%

Italian IT market trend

IT market
Italian (Eu Mn)
2020 2021 2022 2023 2024 E 2025 E Change
21/20
Change
22/21
Change
23/22
Change
24/23
Change
25/24
Hardware 6,266 6,770 6,392 5,917 5,850 5,830 8.1% -5.6% -7.4% -1.1% -0.3%
Software 3,792 3,922 4,073 4,123 4,160 4,210 3.4% 3.8% 1.2% 0.9% 1.2%
Project Services 3,640 3,854 4,019 4,186 4,300 4,455 5.9% 4.3% 4.2% 2.7% 3.6%
Management Services 6,797 7,597 8,534 9,415 9,900 10,705 11.8% 12.3% 10.3% 6.1% 7.2%
Total IT Market 20,496 22,143 23,017 23,642 24,300 25,200 8.0% 3.9% 2.7% 2.8% 3.7%
Cloud Computing 3,409 4,240 5,259 6,296 7,182 8,149 24.4% 24.0% 19.7% 14.1% 13.5%
Cloud
(SaaS, PaaS, IaaS) Adoption %
33.9% 39.7% 50.3% 62.7% 71.7% 81.2%

Economic highlights of the Sesa Group

The Pro-forma and Reported reclassified consolidated income statement are provided below (data in thousands of Euros) as of 31 January 2025 compared with the corresponding period of the previous financial year. The reclassified consolidated income statement Reported is prepared on the basis of data extracted from the consolidated income statement prepared in accordance with IFRS while the Pro-forma income statement simulates the effects of the consolidation of Greensun and subsidiaries starting from May 1, 2024. In addition to the financial figures envisaged by the IFRS, some alternative performance indicators deriving from the latter are illustrated, presented in order to allow a better assessment of the Group's management performance and which therefore must not be considered a substitute for those envisaged by the IFRS. The criteria for preparing the reclassified Pro-forma and Reported income statement are reported in the previous section "Alternative Performance Indicators and Pro-forma results".

Reclassified income statement 01/31/2025
Pro-forma*
(9 months)
% 01/31/2025
Reported*
(9 months)
% 01/31/2024
Reported*
(9 months)
% 2025 PF
Vs 2024
Net revenue 2,476,213 2,392,566 2,368,320 4.6%
Other income 40,719 40,653 27,790 46.5%
Total Revenues and Other Income (11) 2,516,932 100.0% 2,433,219 100.0% 2,396,110 100.0% 5.0%
Costs for purchasing products (1,845,535) 73.3% (1,771,723) 72.8% (1,768,636) 73.8% 4.3%
Costs for services and rent, leasing, and similar costs (225,978) 9.0% (222,543) 9.1% (221,609) 9.2% 2.0%
Personnel costs (260,462) 10.3% (259,216) 10.7% (219,426) 9.2% 18.7%
Other operating costs (8,297) 0.3% (8,297) 0.3% (6,164) 0.3% 34.6%
Total product purchases and Operating Costs (2,340,272) 93.0% (2,261,779) 93.0% (2,215,835) 92.5% 5.6%
Gross Operating Margin (Ebitda) 176,660 7.02% 171,440 7.0% 180,275 7.52% -2.0%
Amortisation and depreciation of intangible and tangible assets
(software and rights)
(35,553) 1.4% (35,519) 1.5% (29,875) 1.25% 19.0%
Provision for bad debts, risks and charges (2,657) 0.1% (2,657) 0.1% (4,486) 0.2% -40.8%
Adjusted Ebit (11) 138,450 5.5% 133,264 5.5% 145,914 6.1% -5.1%
Amortisation of customer lists and technological know-how (PPA) (23,922) 1.0% (23,661) 1.0% (20,220) 0.8% 18.3%
Stock grant costs and other non-monetary costs (4,487) 0.2% (4,487) 0.2% (4,487) 0.2% 0.0%
Ebit 110,041 4.4% 105,116 4.3% 121,207 5.1% -9.2%
Interest income/expense, bank charges and other financial
expenses
(29,571) 1.2% (29,778) 1.2% (25,162) 1.1% 17.5%
Foreign exchange gains and losses (319) 0.0% (319) 0.0% 373 0.0% -185.5%
Company profit/loss under shareholders' equity 572 0.0% 572 0.0% 656 0.0% -12.8%
Earnings before tax (Ebt) 80,723 3.2% 75,591 3.1% 97,074 4.1% -16.8%
Income taxes (21,322) 0.8% (19,977) 0.8% (28,458) 1.2% -25.1%
Net profit 59,401 2.4% 55,614 2.3% 68,616 2.9% -13.4%
Net profit attributable to the Group 54,319 2.2% 52,293 2.2% 64,892 2.7% -16.3%
Net profit attributable to minority shareholders 5,082 0.2% 3,321 0.1% 3,724 0.2% 36.5%
Adjusted net profit (11) 80,490 3.2% 76,517 3.1% 87,902 3.7% -8.4%
Adjusted net profit attributable to the Group (11) 75,408 3.0% 73,196 3.0% 84,178 3.5% -10.4%

(11) Total Revenues and other Income includes fair value adjustment of financial liabilities for Puts, Earn Outs towards minority shareholders and fair value adjustment in the case of step up acquisitions Adjusted operating profit before amortisation of customer lists and know-how recognised as a result of the Purchase Price Allocation (PPA) process.and gross of the Stock Grant costs. Adjusted net profit attributable to the Group before amortisation of customer lists and know-how recognised as a result of the PPA process and gross of the-Stock Grant costs net of the related tax effect and of nonrecurring taxes.

(*) Pro forma consolidated figures as of January 31, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital Green Sector included in group perimeter since november 2024 (Q3)

The consolidated Revenues and Other Income as of January 31, 2025, is equal to Euro 2,516.9 million, grow by 5.0 percent compared to the previous period to January 31, 2025 and up by 11.7% in Q3 compared to the previous period.

Group's segments contributed to Revenue and Other Income with the following trends:

  • VAS Sector with Revenues and Other Income amounting to Euro 1,581.9 million as of January 31, 2025 (-1.7% Y/Y) and equal to Euro 662.2 million in Q3 2025 (+7.8% Y/Y), progressively recovering despite ongoing unfavourable dynamics of some ICT distribution market segments, under an fully organic trend (no M&A in the last 12 months);
  • SSI Sector with Revenues and Other Income of Euro 646.7 million as of January 31, 2025 (+6.1% Y/Y), and equal to Euro 241.8 million in Q3 2025 (+0.3% Y/Y), despite the unfavourable market trends, with external leverage contributing about 50% to the 9-months growth;
  • Business Services Sector with Revenues and Other Income equal to Euro 110.1 million as of January 31, 2025 (+32.2% Y/Y) and equal to Euro 41.0 million in Q3 2025 (+45.2% Y/Y), supported by the development of applications and digital platforms dedicated to the Financial Services industry and recent acquisitions, as ATS, active in the Vertical Applications segment for the Capital Market and Metoda Finance in the software solutions segment for Supervisory Reporting, contributing approximately 50% of the growth in the 9 months;
  • Digital Green Sector with Revenues and Other Income equal to Euro 253.7 million as of January 31, 2025 (+28.0% Y/Y) and equal to Euro 86.8 million in Q3 2025 (+56.8% Y/Y). Revenues reflect the consolidation of GreenSun from the beginning of the Fiscal Year, for the First Half pro forma, and in Q3 2025 following consolidation; on a like-for-like basis, Revenues decreased by about 30% compared to the 9 months period as of January 31, 2024 (decreasing by about 10% in Q3 2025 only), due to the price decline accentuated from H2 2024 (November 2023-April 2024), with a stabilization in Q3 2025 and an expected back to organic growth in Q4 2025.

Consolidated Ebitda equal to Euro 176.7 million, with a 2.0% decrease compared to January 31, 2024. Below the contribution of Group's Sectors to the formation of Ebitda as of January 31, 2025:

  • VAS Sector with an Ebitda equal to Euro 67.6 million in 9-months as of January 31, 2025 (-7.7% Y/Y) and an Ebitda equal to Euro 27.6 million in Q3 2025 (-6.2% Y/Y). The Ebitda margin as of January 31, 2025 was equal to 4.3%, compared to 4.5% Y/Y and 4.4% in FY24, confirming the sector's ability to consolidate its margins in a challenging market context;
  • SSI Sector with an Ebitda equal to Euro 71.5 million in 9-months as of January 31, 2025 (-4.7% Y/Y) and an Ebitda equal to Euro 27.3 million in Q3 2025 (-7.7% Y/Y). The Ebitda margin as of January 31, 2025 was equal to 11.0% vs 12.3% of January 31, 2024 and 12.1% in FY24, as a result of investments made in competencies and technologies in main development areas and industrial re-engineering activities of some business units, with an expectation of a back to growth starting in Q4 2025;
  • Business Services Sector with an Ebitda equal to Euro 18.0 million in 9-months as of January 31, 2025 (+60.8% Y/Y) and an Ebitda equal to Euro 7.1 million in Q3 2025 (+107.7% Y/Y). The Ebitda margin as of January 31, 2025 was equal to 16.4% increasing compared to 13.4% of January 31, 2024, thanks to the development of revenues and customer set in the Digital Platforms and Vertical Applications areas;
  • Digital Green Sector with an Ebitda equal to Euro 17.2 million in 9-months as of January 31, 2025 (-9.6% Y/Y) and an Ebitda equal to Euro 6.3 million in Q3 2025 (+25.5% Y/Y). The Ebitda margin as of January 31, 2025 was equal to 6.8% vs 9.6% of January 31, 2024, declining as a result of the lower marginality of the GreenSun perimeter, recovering already from Q3 2025 (Ebitda margin 7.2%) thanks to industrial integration synergies.

Consolidated Adjusted Operating Income (Ebit) equal to Euro 138.5 million in 9-months as of January 31, 2025 (Adjusted Ebit margin 5.5% vs. 6.1% Y/Y), down by 5.1% Y/Y, after depreciation and amortization of tangible and intangible assets for Euro 35.6 million (+19.0% Y/Y) and provisions for Euro 2.7 million (-40.8% Y/Y) in contraction thanks to the maintenance of high credit quality given also the use of factoring and credit insurance operations on a large portion of the business

perimeter, particularly in the VAS Sector. Consolidated Adjusted Operating Income (Ebit) equal to Euro 54.8 million in Q3 2025 only (Adjusted Ebit margin 5.5% vs. 6.2% Y/Y), essentially stable (-0.7% Y/Y).

The consolidated Operating Income (Ebit) amounted to Euro 110.0 million (-9.2% Y/Y), after amortization of intangible assets of customer lists and know-how recognized as a result of the PPA process for Euro 23.9 million (+18.3% Y/Y reflecting further investments in corporate acquisitions) and after other non-monetary costs for Euro 4.5 million (stable Y/Y).

Adjusted Net Profit amounted to Euro 75.4 million (3.0% of revenues), down by 10.4% Y/Y, while in Q3 2025 only it amounted to Euro 33.2 million in slight decrease (-2.7% Y/Y), thanks to the stabilization of net financial expenses, which increased to Euro 29.3 million as of January 31, 2025 compared to Euro 24.1 million as of January 31, 2024, while in Q3 2025 only showed a substantially stable trend compared to Q3 2024 (Euro 10.4 million vs Euro 10.0 million Y/Y) and a decrease compared to Q2 2025 (Euro 10.4 million vs Euro 11.6 million in Q2 2025).

Highlights of the Group's income statement and balance sheet

The consolidated balance sheet is provided below (data in thousands of Euros) as of 31 January 2025 compared with the corresponding period of the previous financial year. The Reported consolidated balance sheet is prepared on the basis of data extracted from the consolidated balance sheet prepared in accordance with IFRS. In addition to the financial figures envisaged by the IFRS, some alternative performance indicators deriving from the latter are illustrated, presented in order to allow a better assessment of the Group's management performance and which therefore must not be considered a substitute for those envisaged by the IFRS. Together with the comparative data for the financial year ended 30 April 2024, those relating to the period ended 31 January 2024 are also included in order to provide a better analysis of the balance sheet, in consideration of the seasonality that typically characterises sales revenues during the year.

Reclassified Balance Sheet 31/01/2025 31/01/2024 30/04/2024
Intangible fixed assets 516,221 446,752 457,071
Tangible fixed assets (including rights of use) 152,647 139,969 149,819
Investments carried at equity 24,451 24,005 23,910
Other non-current assets and deferred tax assets 40,913 47,166 38,717
Total non-current assets 734,232 657,892 669,517
Inventories 168,008 189,954 156,161
Trade receivables 822,548 683,815 571,138
Other current assets 178,446 125,342 139,079
Current assets for the year 1,169,002 999,111 866,378
Trade payables 816,733 696,099 638,010
Other current payables 273,066 252,697 241,779
Short-term liabilities for the year 1,089,799 948,796 879,789
Net working capital 79,203 50,315 (13,411)
Provisions and other non-current tax liabilities 140,260 124,017 127,136
Employee benefits 62,919 51,294 54,308
Net non-current liabilities 203,179 175,311 181,444
Net Invested Capital 610,256 532,896 474,662
Group shareholders' equity 518,015 470,428 477,345
Liquidity and other financial assets (508,002) (492,422) (585,759)
Current and non-current loans 399,914 344,097 374,744
Net Financial Position (108,088) (148,325) (211,015)
IFRS 16 payables 43,307 41,799 48,132
Payables to and commitments with minority shareholders for equity
investments(12)
157,022 168,994 160,200
Total Net Financial Position Reported 92,241 62,468 (2,683)

(12) Deferred payables and commitments to minority shareholders for corporate acquisitions (Earn Out, Put Option, deferred prices) not bearing contractual interest and conditional on the achievement of long-term value generation targets.

The balance sheet shows an increase in net invested capital from Euro 532.9 million as of January 31, 2024 to Euro 610.3 million as of January 31, 2025, mainly as a result of:

  • the increase in non-current assets from Euro 657.9 million as of January 31, 2024 to Euro 734.2 million as of January 31, 2025, mainly generated by investments in corporate acquisitions;

  • the increase in net invested capital, amounting to Euro 79.2 million as of January 31, 2025 compared to Euro 50.3 million as of January 31, 2024.

Net Financial Position as of January 31, 2025 is active (net cash) for Eu 108.1 million compared to Eu 148.3 million as of January 31, 2024.

Net Financial Position Reported as of January 31, 2025, calculated net of IFRS liabilities of Eu 200.3 million, (compared to Eu 210.8 million as of January 31, 2024) is passive for Eu 92.2 million compared to Eu 62.5 million as of January 31, 2024 and highlights a partial recovery of the gap of Eu 64.6 million Y/Y as of October 2024. The NFP reflects Buy Back and dividend distributions of about Eu 26 million LTM as well as investments of about Eu 130 million LTM, related to both M&A (80% of the total) and Capex (20% of the total), contributing to the Group's transformation, with primary focus in Business Services and Software and System Integration Sectors, and potential for further expansion.

During the period under review, consolidated shareholders' equity was strengthened to Eu 518.0 million as of January 31, 2025, increasing from Eu 470.4 million as of January 31, 2024.

Net Financial Position 31/01/2025 31/01/2024 30/04/2024
Liquidity (496,231) (482,077) (577,474)
Current financial receivables and short-term securities (11,771) (10,345) (8,285)
Current loans 231,122 163,311 157,155
Current Net Financial Position (276,880) (329,111) (428,604)
Non-current loans 168,792 180,786 217,589
Non-current Net Financial Position 168,792 180,786 217,589
Net Financial Position (108,088) (148,325) (211,015)
Financial liabilities for rights of use under IFRS 16 43,307 41,799 48,132
Payables and commitments with minority shareholders for equity
investments
157,022 168,994 160,200
Total Net Financial Position Reported 92,241 62,468 (2,683)

Results of the SSI Sector

The Software and System Integration (SSI) Sector, which offers software solutions and technological innovation for the SME and Enterprise segments, increased Revenues and Other Income by 6.1% Y/Y, thanks to the positive trend of the main Business Units, including Cloud, Vertical Applications, Cyber Security and Data Science/AI, as well as the expansion of the scope of activities. The evolution of Revenues and Other Income has been favoured by the start of the consolidation of certain companies of strategic importance for the future development of the business, such as (i) RealTime, offering software solutions on the SAP Business One platform, (ii) PV Consulting, providing consulting and management solutions on the SAP HCM (Human Capital Management) platform; (iii) Boot Systems SL and LBS Serveis SL, based in Barcelona and Andorra, specialising in consulting and solutions in the Cloud Computing and Data Centre areas; (iv) Essedi Consulting, offering application consulting and services on the Sap S/4HANA platform; (v) Soluzioni Software, specialising in consulting and software development for business management; (vi) Smart Engineering Gmbh, based in Buchholz (Germany), specialising in Computer-Aided Engineering (CAE) software solutions and offering engineering services in the FEM/CFD and simulation software fields; vii) InnoFour B.V., headquartered in Amelo, the Netherlands, with operations in Stockholm, Lund (Sweden) and Stravanger (Norway), specializing in software solutions for electronic design, simulation and engineering design. The reclassified income statement of the SSI Sector (in Euro thousands), as of January 31, 2025 is provided below, and compared with the year ended January 31, 2024.

SSI Sector
(Euro thousands) 2025 % 2024 % Change
Third-party revenues 618,900 590,792 4.8%
Inter-sector revenues 4,592 2,919 57.3%
Total Revenues 623,492 593,711 5.0%
Other income 23,225 15,577 49.1%
Total revenue and other income 646,717 100.0% 609,288 100.0% 6.1%
Consumable materials and goods (248,356) -38.4% (210,830) 34.6% 17.8%
Costs for services and rent, leasing, and similar costs (147,515) -22.8% (161,085) 26.4% -8.4%
Personnel costs (175,515) -27.1% (159,500) 26.2% 10.0%
Other operating costs (3,847) -0.6% (2,870) 0.5% 34.0%
Ebitda 71,484 11.0% 75,003 12.2% -4.7%
Amortisation and depreciation (25,067) 3.8% (22,243) 3.7% 12.7%
Provisions (666) 0.1% (1,539) 0.3% -56.7%
Adjusted Operating Profit (Ebit) 45,751 7.0% 51,221 8.4% -10.7%
Amortisation of customer lists and technological know-how (PPA) (13,269) 2.1% (12,830) 2.1% 3.4%
Stock grant costs and other non-monetary costs (530) 0.1% (530) 0.1% 0.0%
Operating profit (Ebit) 31,952 4.9% 37,861 6.2% -15.6%
Net financial income and expense (8,582) 1.3% (7,837) 1.3% 9.5%
Result before taxes 23,370 3.6% 30,024 4.9% -22.2%
Income taxes (5,946) 0.9% (8,289) 1.4% -28.3%
Net profit 17,424 2.7% 21,735 3.6% -19.8%
Net profit attributable to non-controlling interests 2,178 0.4% 3,681 0.6% -40.8%
Net profit attributable to the Group 15,246 2.4% 18,054 3.0% -15.6%
Adjusted Net profit attributable to the Group 25,683 4.0% 27,564 4.5% -6.8%

Total Revenues and Other Income as of January 31, 2025 amounted to Euro 647 million with a growth of 6,1% Y/Y, while Ebitda reached Euro 71.5 million, down 4.7% Y/Y (Ebitda margin 11.0% compared to 12.2% as of January 31, 2024), as

a result of the investments made in skills and technologies in key growth areas and the industrial re-engineering activities of some business units, with an expectation of a return to growth starting from Q4 2025. The external leverage contribution during the period was about 60% in terms of Revenues and Other Income of the sector.

The Group's Net Profit for the year ended January 31, 2025 was Euro 15.2 million (-15.6% Y/Y), reflecting the trend in operating profitability (-4.7% Y/Y), after amortisation and depreciation of Euro 39.5 million (+6.4% Y/Y), net financial expenses of Euro 8.6 million (+9.5% Y/Y, up with respect to the period as of January 31, 2024) and taxes of Euro 5.9 million. The Group's Adjusted Net Profit, stated gross of amortisation related to customer lists and know-how deriving from PPA, was Euro 25.7 million, down 6.8% Y/Y.

Results of the Business Services Sector

The Business Services Sector, which offers digital platforms and vertical applications for the Financial Services segment, accelerates its growth path thanks to the development of revenues from applications, platforms and IT consulting. As of January 31, 2025, the Sector achieved revenues of Euro 110.1 million, up 32.2% Y/Y and an Ebitda of Euro 18.0 million (Ebitda margin of 16.4% compared to 13.5% in FY24), up 60.8% Y/Y.

The first nine months of the financial year benefited from organic growth in terms of revenues and operating margins of the main BUs of the sector and from recent acquisitions including the company ATS active in the Vertical Applications segment for the Capital Market and the company Metoda Finance Srl, specialized in the development and supply of entirely proprietary software solutions in the fields of Supervisory Reporting, AML and Management. The reclassified income statement of the Business Services Sector (in Euro thousands), as of January 31, 2025 is provided below, and compared with the previous period ended January 31, 2024.

Business Services Sector January 31
(Euro thousands) 2025 % 2024 % Change
Third-party revenues 103,086 76,899 34.1%
Inter-sector revenues 626 1,321 -52.6%
Total Revenues 103,712 78,220 32.6%
Other income 6,404 5,056 26.7%
Total revenue and other income 110,116 100% 83,276 100.0% 32.2%
Consumable materials and goods (4,665) 4.2% (6,757) 8.1% -31.0%
Costs for services and rent, leasing, and similar costs (45,445) 41.3% (35,211) 42.3% -29.1%
Personnel costs (41,267) 37.5% (29,179) 35.0% 41.4%
Other operating costs (701) 0.6% (914) 1.1% -23.3%
Ebitda 18,038 16.4% 11,215 13.5% 60.8%
Amortisation and depreciation (5,791) 5.3% (3,738) 4.5% 55.0%
Provisions (374) 0.3% (179) 0.2% 108.9%
Adjusted Operating Profit (Ebit) 11,873 10.8% 7,298 8.8% 62.7%
Amortisation of customer lists and technological know-how (PPA) (7,670) 7.0% (5,530) 6.6% 38.7%
Stock grant costs and other non-monetary costs (95) 0.1% (95) 0.1% 0.0%
Operating profit (Ebit) 4,108 3.7% 1,673 2.0% 145.5%
Net financial income and expense (2,533) 2.3% (1,982) 2.4% 27.7%
Result before taxes 1,575 1.4% (309) 0.4% n.s.
Income taxes (454) 0.4% 102 0.1% -545.1%
Net profit 1,121 1.0% (207) 0.2% n.s.
Net profit attributable to non-controlling interests (526) 0.5% (715) 0.9% -26.4%
Net profit attributable to the Group 1,647 1.5% 508 0.6% 224.2%
Adjusted Net profit attributable to the Group 7,174 6.5% 4,512 5.4% 59.0%

The Business Services Sector achieved Revenues and Other Income of Euro 110.1 million (+32.2% Y/Y) and an Ebitda result of Euro 18.0 million (+60.8% Y/Y) in the period, supported in particular by the development of the Base Digitale Security and Base Digitale Applications BUs, as well as by the expansion of the perimeter connected to corporate investments made in the last 12 months, including in particular ATS and Metoda Finance. The contribution of acquisitions to the growth of the Sector was approximately 60% of Revenues and Other Income and 50% of Ebitda. The Ebitda margin as of January 31, 2025 reached 16.4% compared to 13.5% Y/Y.

The Group's Net Profit as of January 31, 2025 is positive for Euro 1.6 million, net of amortization and provisions for Euro 13.9 million, of which Euro 7.7 million relating to the amortization of customer lists and know-how registered following the acquisitions of shareholdings made in the last 12 months.

The Group's Adjusted Net Profit, stated gross of depreciation and amortisation related to customer lists and know-how deriving from PPA, was Euro 7.2 million, strongly growing (+59.0% Y/Y) compared to Euro 4.5 million as of January 31, 2024.

Results of the VAS Sector

The Value Added Solutions (VAS) segment, which provides value-added technology solutions, posted a 1.7% decrease in Revenues and Other Income in the nine month period as of January 31, 2025, while in the third quarter the trend of Revenues and Other Income was positive (+7.8% Y/Y), progressively recovering despite the persistence of unfavorable dynamics in some segments of the ICT distribution market. The Ebitda result as of 31 January, 2025 equal to Euro 67.6 million (-7.7% Y/Y) with an Ebitda margin of 4.3% compared to 4.5% as of January 31, 2024. The Sector maintains a 48% market share in Italy in the Data Centre, Networking, and Enterprise software categories (source: Sirmi, January 2025). The VAS Sector is defined as of FY 2025 with the exclusion of the Digital Green Business Unit from the scope of Value-Added Solutions, so the comparative figures as of January 31, 2024 have been restated. The reclassified income statement of the Sector (in Euro thousands), as of January 31, 2025 is provided below, and compared with the previous year ended January 31, 2024.

VAS Sector January 31
(Euro thousands) 2025 % 2024 % Change
Third-party revenues 1,492,862 1,506,618 -0.9%
Inter-sector revenues 80,090 95,620 -16.2%
Total Revenues 1,572,952 1,602,238 -1.8%
Other income 8,926 7,630 17.0%
Total revenue and other income 1,581,878 100% 1,609,868 100% -1.7%
Consumable materials and goods (1,447,362) 91.5% (1,475,162) 91.6% -1.9%
Gross commercial margin 134,516 8.5% 134,706 8.4% -0.1%
Costs for services and rent, leasing, and similar costs (39,722) 2.5% (37,274) 2.3% 6.6%
Personnel costs (24,036) 1.5% (22,550) 1.4% 6.6%
Other operating costs (3,197) 0.2% (1,703) 0.1% 87.7%
Ebitda 67,561 4.3% 73,179 4.5% -7.7%
Amortisation and depreciation (3,244) 0.2% (2,976) 0.2% 9.0%
Provisions (1,078) 0.1% (2,296) 0.1% -53.0%
Adjusted Operating Profit (Ebit) 63,239 4.0% 67,907 4.2% -6.9%
Amortisation of customer lists and technological know-how (PPA) (1,581) 0.1% (1,380) 0.1% 14.6%
Stock grant costs and other non-monetary costs (530) 0.0% (530) 0.0% 0.0%
Operating profit (Ebit) 61,128 3.9% 65,997 4.1% -7.4%
Net financial income and expense (17,872) 1.1% (13,617) 0.9% 31.2%
Result before taxes 43,256 2.7% 52,380 3.3% -17.4%
Income taxes (10,934) 0.7% (14,623) 0.9% -25.2%
Net profit 32,322 2.0% 37,757 2.3% -14.4%
Net profit attributable to non-controlling interests 702 0.0% 775 0.0% -9.4%
Net profit attributable to the Group 31,620 2.0% 36,982 2.3% -14.5%
Adjusted Net profit attributable to the Group 33,261 2.1% 40,041 2.5% -16.9%

Total Revenues and Other Income of Euro 1,581.9 million as of January 31, 2025, is down 1.7% compared to January 31, 2024 and equal to Euro 662.2 million in Q3 2025 (+7.8% Y/Y), progressively recovering despite unfavorable dynamics in some ICT market segments. The Ebitda result for the period under review amounted to Euro 67.6 million (Ebitda margin 4.3%), down 7.7% from Euro 73.2 million (Ebitda margin 4.5%) as of January 31, 2024, following the erosion of operating profitability resulting from the decline in sales volumes.

The Group's Net Profit is equal to Euro 31.6 million (-14.5% Y/Y), net of amortization and provisions for Euro 6.4 million (- 10.4% Y/Y), net financial expense for Euro 17.9 million (+31.2% Y/Y mainly due to the unfavorable dynamics of interest rates) and income taxes for Euro 10.9 million, down 25.2% Y/Y.

The Group's Adjusted Net Profit, stated gross of amortization of intangible assets (Customer lists and Know-how) recorded following the PPA process and non-recurring taxes, was Euro 33.3 million, down compared to Euro 40.0 million as of January 31, 2024 (-16.9% Y/Y).

Results of the Digital Green Sector

The Digital Green Sector provides solutions for the production of energy from renewable sources and energy efficiency, which reduce the environmental impact of organisations, and services for the management and reconditioning of IT products, and for the remanufacturing and refurbishing of technology parks.

In the first nine months of the financial year the Sector recorded an increase in Revenues and Other Income (+28% Y/Y) and a decrease in Ebitda equal to 9.6% compared to the same period of the previous year following a lower margin resulting from the decline in market prices which worsened from H2 2024. Below is the reclassified income statement of the Digital Green Sector (data in thousands of Euros) as of January 31, 2025, compared to the previous period ending January 31, 2024.

Digital Green Sector
(Euro thousands) 2025 % 2024 % Change
Pro-forma
Third-party revenues 249,305 193,360 28.9%
Inter-sector revenues 165,658 2,297 7111.9%
Total Revenues 250,041 195,657 27.8%
Other income 3,634 2,530 43.6%
Total revenue and other income 253,675 100% 198,187 100% 28.0%
Costs for purchasing products and software (219,959) 86.7% (170,195) 85.9% 29.2%
Costs for services and rent, leasing, and similar costs (11,858) 4.7% (6,815) 3.4% 74.0%
Personnel costs (4,295) 1.7% (1,616) 0.8% 165.8%
Other operating costs (394) 0.2% (565) 0.3% -30.3%
Ebitda 17,169 6.8% 18,996 9.6% -9.6%
Amortisation and depreciation (564) 0.2% (444) 0.2% 27.0%
Provisions (358) 0.1% (472) 0.2% -24.2%
Adjusted Operating Profit (Ebit) 16,247 6.4% 18,080 9.1% 10.1%
Amortisation of customer lists and technological know-how (PPA) (897) 0.4% (479) 0.2% 87.3%
Operating profit (Ebit) 15,350 6.1% 17,601 8.9% -12.8%
Net financial income and expense (79) 0.0% (645) 0.3% -87.8%
Result before taxes 15,271 6.0% 16,956 8.6% -9.9%
Income taxes (4,167) 1.6% (5,635) 2.8% -26.1%
Net profit 11,104 4.4% 11,321 5.7% -1.9%
Net profit attributable to non-controlling interests 2,177 0.9% (17) 0.0% n.s.
Net profit attributable to the Group 8,927 3.5% 11,338 5.7% -21.3%
Adjusted Net profit attributable to the Group 9,566 3.8% 11,679 5.9% -18.1%

Total Revenues and Other Income as of January 31, 2025 is equal to Euro 253.7 million with a growth of 28.0% Y/Y, while Ebitda reaches Euro 17.2 million, decreasing by 9.6% Y/Y (Ebitda margin 6.8% vs 9.6% as of January 31, 2024). Ebitda achieved in Q3 2025 is equal to Euro 6.3 million (+25.5% Y/Y) with an expectation of continuation of the positive trend in the fourth quarter of the financial year. Revenues reflect the consolidation of Greensun and subsidiaries since the beginning of the financial year, for the first half pro-forma and in Q3 2025 following the consolidation; for the same perimeter, revenues decrease by approximately 30% Y/Y, with a stabilization during Q3 2025 (decrease of 10% Y/Y). The Group's Net Profit

as January 31, 2025 is equal to Euro 8.9 million (-21.3% Y/Y) and reflects the unfavorable trend in operating profitability (Ebit -12.8% Y/Y), after amortization and write-downs for Euro 1.8 million (+30.4% Y/Y) up compared to the same period of the previous year following the aforementioned acquisition of Greensun, net financial charges for Euro 79 thousand and income taxes for Euro 4.2 million. The Group's Net Profit Adjusted, stated gross of amortisation related to customer lists and know-how deriving from PPA, is equal to Euro 9.6 million, down 18.1% Y/Y, although up 35.5% in Q3 alone.

Results of the Corporate Sector

The Corporate Sector is active in strategic governance and the provision of administration, finance, control, human resources management, information systems and operating platforms for Group companies. Following the recent entry into the scope of the sector of the subsidiary Adiacent, the Corporate Sector extended its activities in the development of Customer Experience technology and application solutions to the whole of the Sesa Group. The reclassified income statement of the Corporate Sector (in Euro thousands) as of January 31, 2025 is provided below, and compared with the previous year period ended January 31, 2024.

Corporate Sector January 31
(Euro thousands) 2025 % 2024 % Change
Third-party revenues 12,060 651 1752.5%
Inter-sector revenues 15,240 11,013 38.4%
Total Revenues 27,300 11,664 134.1%
Other income 5,849 4,411 32.6%
Total revenue and other income 33,149 100% 16,075 100.0% 106.2%
Consumable materials and goods (2,445) 7.4% (57) 0.4% 4189.5%
Costs for services and rent, leasing, and similar costs (12,590) 38.0% (7,339) 45.7% 71.5%
Personnel costs (15,476) 46.7% (6,628) 41.2% 133.5%
Other operating costs (230) 0.7% (169) 1.1% 36.1%
Ebitda 2,408 7.3% 1,882 11.7% 27.9%
Amortisation and depreciation (887) 2.7% (475) 3.0% 86.7%
Provisions (181) 0.5% n.s.
Adjusted Operating Profit (Ebit) 1,340 4.0% 1,407 8.8% -4.8%
Amortisation of customer lists and technological know-how (PPA) (505) 1.5% n.s.
Stock grant costs and other non-monetary costs (3,332) 10.1% (3,332) 20.7% 0.0%
Operating profit (Ebit) (2,497) 7.5% (1,925) 12.0% 29.7%
Net financial income and expense (252) 0.8% (52) 0.3% 384.6%
Result before taxes (2,749) 8.3% (1,977) 12.3% 39.0%
Income taxes 179 0.5% (13) 0.1% n.s.
Net profit (2,570) 7.8% (1,990) 12.4% 29.1%
Net profit attributable to non-controlling interests (25) 0.1% n.s.
Net profit attributable to the Group (2,545) 7.7% (1,990) 12.4% 27.9%
Adjusted Net profit attributable to the Group 300 0.9% 382 2.4% -21.5%

Total revenues and Other Income, amounting to Euro 33.1 million, shows an increase compared to the nine month period of the previous year (+106.2% Y/Y) thanks to the development of corporate services (organisation, administrative and financial management, planning and control, human resources management, corporate governance, legal and IT services) and the change in the scope of consolidation following the entry from April 30, 2024 of the Customer Experience services provided by Adiacent SpA.

The Ebitda result in the period is equal to Euro 2,408 thousand compared to Euro 1,882 thousand as of January 31, 2024. The Group's Net Profit Adjusted, stated gross of amortisation related to customer lists and know-how deriving from PPA, is equal to Euro 300 thousands as of January 31, 2025, compared to Euro 382 thousands as of January 31, 2024.

Governance Model

Sesa adopts a governance model aimed at fostering the creation of sustainable long-term value and a virtuous collaboration between company and stakeholders. The Group's objective is to pursue sustainable success through the creation of long-term value for the benefit of all stakeholders, as also formalised in the company's Articles of Association. Furthermore, Sesa acts within the reference framework of the United Nations Universal Declaration of Human Rights, the fundamental Conventions of the ILO and on the basis of its Code of Ethics, which is also an integral part of the Organisational Model pursuant to Legislative Decree no. 231/2001. Specifically, Sesa adopts, as of August 2021, a one-tier system of administration and control, which provides for the appointment by the Shareholders' Meeting of a Board of Directors, which is responsible for the management of the company, and which appoints from among its members a management control committee that exercises control over the proper exercise of administration. The Board of Directors guides the company by pursuing its sustainable success also by defining the strategies of the Group company.

To this end, it should be noted that, on July 12, 2022, also in accordance with the work carried out during the last financial year by the Operational Corporate Sustainability Committee, the Board of Directors also set up an internal Sustainability Committee, with advisory and propositional functions to support the Board and the CEO in matters relating to sustainability.

The Shareholders' Meeting is the body that forms and expresses the company's will, subsequently implemented by the Board of Directors. It is made up of the Shareholders, who periodically meet to pass resolutions in the manner and on matters defined by the law and the Company's Articles of Association. The most important tasks of the Shareholders' Meeting include the choice of the members of the Board of Directors and the Management Control Committee, as well as the approval of the Statutory and Consolidated Financial Statements;

  • The Board of Directors carries out the strategic supervision of the Group and verifies its implementation. Chaired by Paolo Castellacci, it is made up of ten members (whose number is determined by the Shareholders' Meeting on the basis of the provisions of the Articles of Association): four executive and six non-executive directors, five of which are independent. The Board of Directors is also responsible for the definition of the Code of Ethics, values and the preparation of this Annual Report, which outlines policies, risks and performance on financial, environmental, peoplerelated, social, human rights and anti-corruption issues. The composition of the Board of Directors complies with the regulations in force at any given time concerning the balance between genders (out of a total of ten members, the number of women is four, all independent), and the average age of the members of the Board is 55. In line with best practice, the role of Chairman of the Board of Directors is separate from that of Managing Director;
  • The Chief Executive Officer, in the person of Mr. Alessandro Fabbroni, is in charge of the corporate, operational and financial management as well as the implementation of strategic guidelines.
  • The Management Control Committee monitors the compliance with legal, regulatory and statutory provisions, the compliance with the principles of proper administration, the adequacy of organisational and accounting structures, and the functionality of the overall internal control system. The Committee, which is part of the Board of Directors, is composed of three directors who meet the requirements of honourableness and professionalism laid down in the Articles of Association and the requirements of independence laid down in Article 2409 septiesdecies.
  • The Independent Auditor, an external entity responsible for the statutory audit of the accounts, is selected by the Shareholders' Meeting. For the nineyear period 2023 to 2031, this role has been assigned to the independent auditor KPMG SpA.

Within the board, Sesa has also established three internal board committees: Appointments and Remuneration, Audit and Risks, Sustainability. The three internal board committees are set up in accordance with the recommendations of the Corporate Governance Code.

The Appointments and Remuneration Committee is a proactive advisory body with the main task of making proposals to the Board of Directors for the definition of the remuneration policy for Directors and executives with strategic responsibilities. The purpose of the Committee is also to ensure the transparency and balanced composition of the Board, guaranteeing an adequate number of independent directors. The integration of the Appointment Committee's functions with those attributed to the Remuneration Committee was decided for reasons of organisation and internal efficiency of the Board, as well as in consideration of the close correlation between the competences of the Company's pre-existing Remuneration Committee and those attributed to the Appointment Committee pursuant to the Corporate Governance Code.

The Control and Risks and Related Parties Committee is a body with consultative and propositional functions which has the task of supporting, with an adequate preliminary activity, the assessments and decisions of the Board of Directors relating to the internal audit and risk management system, as well as those relating to the approval of the periodic financial reports.

The Sustainability Committee has the task of assisting the Board of Directors with investigative, propositional and consultative nature, in evaluations and decisions relating to sustainability issues, also understood as Environmental, Social and Governance, connected to the exercise of the company's activity and its dynamics of interaction with all stakeholders, to corporate social responsibility, to the examination of scenarios for the preparation of the strategic plan also based on the analysis of relevant issues for the generation of longterm value.

The composition of the management and control bodies in Sesa SpA complies with the applicable legal provisions, with specific reference to the appropriate gender distribution.

For information and in-depth analysis on the structure and functioning of the corporate bodies, governance practices, and the activities of the internal body Committees, please refer to the "Report on Corporate Governance and Ownership Structures" published pursuant to Article 123-bis of the Consolidated Law on Finance on the website www sesa.it, in the "Corporate Governance" Section.

Long-term sustainable value creation

Sesa's business model is based on sustainable growth, transparency, valorisation of talent and diversity, protecting the environment and generating value for stakeholders. The industrial development plan and ESG objectives coexist and are interconnected in order to bring a concrete contribution to the achievement of the Sustainable Development Goals defined by the United Nations.

Sesa's business model aims at creating sustainable and shared value for all stakeholders over time. Underlying the business model are the six capitals pillars (financial, infrastructural, organisational, human, relational, social, and environmental) on which the organisation depends to guarantee the quality of the services provided.

In line with this evolution, Sesa is implementing an integrated value creation approach by developing a virtuous circle between corporate mission and value generation for stakeholders.

In particular, the commitment to articulate an innovative and distinctive offer led Sesa to the development of an integrated model of shared value creation, achieved by valorising:

  • the human capital by enabling people to constantly improve their skills and understanding within the Group's strategy;
  • the social and environmental capital by monitoring and minimising the impact of its activities on environmental resources and on the communities in which the Group operates;
  • the relational capital by sharing behavioural and relational values with partners, suppliers and stakeholders
  • the organisational and financial capital by enhancing the development of its services through research and innovation processes along the entire chain.

Sesa's business model is based on this strategic orientation, which aims at the creation and distribution of sustainable value in response to the global challenges defined by the 17 UN Sustainable Development Goals to which the company concretely contributes.

The SDGs identified by the Group were related to the material issues for Sesa and the innovative and socioenvironmental projects implemented by the Grou

People

Human resources are a core value of the Sesa Group and the most relevant stakeholder in terms of value generation and distribution. The skills and specialisations of human capital are the basis of the Group's ability to offer innovative technological and digital solutions to support businesses and organisations.

The Sesa Group promotes programmes and activities to develop professionalism and diversity, while improving the wellbeing and quality of working life of its human resources. Distinctive values such as integrity, fairness, attention to people, inclusion and sustainability guide the Group's strategy.

As of January 31, 2025, the Group's workforce totalled 6,367 employees (+14,5% compared to January 31, 2024), confirming the long-term growth and development trend that has characterised the Sesa Group since its establishment.

Average number of
employees
for the period ended January
31
Precise number of employees
as of January 31
Number of
employees
at April 30
(in units) 2025 2024 2025 2024 2024
Executives 77 58 85 68 70
Middle Management 522 462 565 468 479
Office staff 5,233 4,418 5,504 4,814 4,962
Blue collars 121 105 123 122 119
Apprentices 76 90 90 88 61
Total 6,029 5,133 6,367 5,560 5,691

As of January 31, 2025,female employment constituted a significant component, amounting to 32% of the total workforce, thanks to the Group's growing commitment to gender equality policies, in a sector with technical-scientific professions that traditionally present a structural shortage of female resources.

The Group is committed to balanced remuneration policies, with the aim of guaranteeing equal opportunities for men and women, and actions aimed at reducing the pay gap between men and women, generated mainly by the business segment in which the Group operates.

The Group promotes the growth of its people through professional development and long-term retention paths (training, career path, work-life balance initiatives and corporate welfare), implementing a policy of permanent hiring of its resources which, as of April 30, 2024, represented 98% of the total workforce, selected through targeted hiring plans mainly of young high-school and university graduates.

Hiring

The Sesa Group carries out the selection process on systematic basis and hires those human resources in support of the business growth and to develop digital skills. The work quality, the opportunity to collaborate on innovative projects, valuing diversity and the skills of resources, together to the Group commitment towards a sustainable development, represent the key elements in the attraction process of talents, especially for the youngest. The Group's selection process aims to identify the best resources available, through:

  • long-standing collaborations with Professional Schools, Universities and Business Schools, (such as ITS Prodigi, operational from September 2022 within the Empoli technology hub) with which the Group has well-established relationships, including internships for students or recent graduates, project development and dissertations;
  • participation in Career Days and University events;
  • social communication plans using the main recruiting tools, including LinkedIn and leading recruitment sites;
  • hiring events at the Group's main offices, aimed at presenting job and professional growth opportunities for young graduates;
  • collaboration with local secondary education institutions by participating in School-Work Alternation programmes;
  • academies with a specific focus on the most specialised areas of the IT sector.

Over the last 12 months, about 947 new resources in the Group companies, of which 58% under 30, have been recruited from universities and training schools.

The Group offers numerous internship opportunities every year, giving young people with potential the chance to get to know the company and gain training experience, also through participation in school-work alternation schemes. As of January 31, 2024, 90 internships were active, including curricular and extra-curricular internships.

The total number of apprentices in vocational training and development courses increased to 453 as of October 31, 2024.

Training and professional development of resources

Training plays a key role in the process of enhancing the value of people, as well as being a strategic tool for aligning the professional skills of Group resources to working developments and corporate and legislative requirements. In the year ended April 30, 2024, 97,981 hours of training were provided, with an increase of 41% compared to the previous year. Training investments are focused on the following key areas: ESG (Environmental, Social and Governance), essential to adopt sustainable and responsible practices; Soft Skills, essential transversal skills such as leadership, effective communication and team management; and Digital Technologies, to embrace innovations in digital technologies. Investing in training not only improves individual skills, but also strengthens the competitiveness of the entire organisation, helping to promote a corporate culture of continuous learning and professional excellence.

The training programmes also include a significant component managed centrally by the Parent Company's training office with reference to specific topics on issues such as personal data protection (GDPR-General Data Protection Regulation), Cyber Security, and Safety in the Workplace, also activated through digital e-learning platforms, which have enabled an increasing number of people to be involved. The training plans have been developed in line with PdR 125:2022, guaranteeing the fair and equal participation in training and development of our human resources.

Health and Safety

The Sesa Group promotes the welfare of workers through policies and programmes of information and awareness on safety in the workplace, adopting the necessary measures to prevent and/or minimise accidents, injuries and occupational diseases. This overall vision translates into a business strategy aimed at pursuing the highest levels of protection and guarantee of workers through the planning and implementation of all actions aimed at ensuring the health and safety of processes and workplaces.

The control measures applied to eliminate or contain risks include:

• health and safety training programmes, differentiated according to the risks and professional profiles present in the company;

  • individual and collective protection equipment and devices;
  • organisational provisions necessary to ensure maximum safety of employees in the workplace.

It should be noted that a small number of accidents were recorded during the last year ended April 30, 2024, almost all of which occurred while commuting between home and work, and they were all minor. The reported injury rate was 2.83% with a severity index of 0.05%.

Welfare

The Group has been committed for over 10 years to identifying concrete initiatives aimed at promoting and increasing the individual and family wellbeing of workers through an articulated Welfare Plan. The Welfare Plan perfectly combines Sesa's mission, principles and core values, enabling the use of services and programmes aimed at improving the quality of life, work-life balance and well-being of workers, their families and the communities in which they live.

The new welfare plan for 2024-25, strengthened compared to the previous year's plan, includes a further boost to wellbeing, health, and the quality of people's working lives, with renewed focus on inclusion, education, sustainability and wellness.

  • Inclusion, parenting and diversity: support for the birth of children with financial assistance for childbirth and contributions for baby-sitting, pedagogy and nursery services, contributions for participation in summer centres and scholarships for the purchase of schoolbooks, and IT equipment for employees' children; financial support for health and social assistance for disabled family members and health packages for the reimbursement of healthcare expenses;
  • Employee well-being: flexible benefits to supplement food shopping, for sports activities, culture, well-being and parenting services; contributions for the purchase of IT tools; support for housing mobility; scholarships for attendance of university and for the purchase of textbooks; international education and Erasmus programmes.
  • Environmental sustainability: contributions dedicated to the sustainable mobility of human resources for the use of public and electric transport and E-Car Sharing programmes aimed at reducing the consumption of natural resources.
  • Work-life balance: solidarity and people caring for the well-being and health of human resources; corporate Microcredit programmes for access to subsidised loans; psychology and counselling desk available free of charge; well-being programmes, also through digital platforms, and contributions for the performance of sports activities.

Among the main welfare programmes are those in favour of employees' children up to three years of age. The Sesa Group protects maternity and return to work by supporting parents through the organisation of the Sesa Baby company crèche, within the Empoli Technological Hub, also through monthly contributions for the children of employees of other Group locations who attend the crèche.

The Welfare Plan benefits from the contribution of the Sesa Foundation, a non-profit organisation set up by Sesa's founding partners in 2014 with the aim of creating a structure dedicated to social solidarity and philanthropy activities in the territories where Sesa Group companies operate.

Segment Information

The criteria applied to identify the business segments reported are in line with the methods used by management to manage the Group. In particular, the structure of the business segments reported corresponds to the structure of the reports regularly analysed by the Board of Directors for the purposes of managing the Group's business. Specifically, the main dimension of management analysis used by the Group is that relating to the following operating segments:

  • The Corporate Sector comprises activities related to the strategic governance and management of the Group's operating machinery and financial platform, centralised within Sesa SpA. For the main operating companies of the group in particular, the Administration, Finance and Audit, Human Resources, Organisation, Information Technology, Investor Relations, Corporate Governance, Legal and Internal Audit functions are managed by the parent company, Sesa SpA. With the entry of the subsidiary Adiacent, the Sector extended its activities in the development of customer experience technology and application solutions to the entire Sesa Group.
  • The VAS Sector active in the aggregation of technology solutions for the business segment, offering integrated consulting, marketing, education and technical assistance services. The Sector, represented by Computer Gross SpA, benefits from strategic partnerships with leading international Vendors and from the specialisation of its business units, equipped with teams with technical and digital skills, with a prevalent focus on Advance Solutions (Cloud, Security, Data Centre, Networking and Data/AI Solutions).
  • il Settore Digital Green is dedicated to solutions for the production of energy from renewable sources and energy efficiency, which reduce the environmental impact of organisations. Sector created following the acquisition of the company P.M. Service Srl in 2021, integrated the services of Service Technology and in 2024 aggregated the solutions and services of Greensun Srl. The Digital Green Sector as of 1 May 2024 identifies a specific operational area of the Group and is subject to the same evaluation and decision-making logic as the other sectors.
  • The Software and System Integration (SSI) Sector is active in offering Technological Innovation, Digital Services and Business Applications solutions for the Enterprise segment. Var Group SpA, which consolidates the sector, is a reference operator in the digitalisation offer for the SME and Enterprise segments with a customer base of more than 10,000 companies, of which 2,000 abroad, and an integrated offer in the following areas: Cloud Technology Services, Cyber Security, Proprietary ERP and Vertical Solutions, Enterprise Platform, Digital Workspace, Data/AI, Digital Experience.
  • The Business Services (BS) Sector offers Digital Platform, Vertical Banking Applications, Security and Securitisation Consulting and Credit Management Platform solutions for the Financial Services segment. The BS Sector is managed by the subsidiary Base Digitale Group Srl.

The VAS Sector is defined as of FY2025 by excluding the Digital Green Business Unit from the Value-Added Solutions perimeter. For a better and clearer representation of the performance of the Sectors, the comparative figures as at 31 January 2024 have been restated.

The Group's management assesses the performance of the various operating segments, using the following indicators: (i) revenues from third parties by operating segment; (ii) Ebitda; (iii) profit for the period.

As Ebitda is not identified as an accounting measure by the IFRSs (Non-GAAP Measures), its quantitative determination might be fuzzy. Ebitda is a measure used by management to monitor and evaluate the operating performance of Group companies.The criterion for determining the Ebitda reported above and applied by the Group may not be consistent with that adopted by other companies or groups, so its value may not be comparable with that determined by them.

Segment information is presented by reclassifying, for management purposes, certain accounting items, including (i) Total Revenues and Other Income includes the fair value adjustment of liabilities for Put, Earn Out to minority shareholders and fair value revaluations in the case of step up acquisitions (ii) Operating result adjusted before amortisation of customer lists and know-how recognised as a result of the Purchase Price Allocation (PPA) process and before Stock Grant costs, and (iii) Profit attributable to the Group Adjusted before amortisation of customer lists and know-how recognised as a result of the PPA process, and before Stock Grant costs, net of the related tax effect and non-recurring taxes.

The following table shows the financial information by operating sector for the period ended 31 January 2025 (Pro-forma reclassified) and 31 January 2024.

Period ended January 31, 2025 (Pro-forma riclassified) Period ended January 31, 2025 (Reported riclassified)

(Euro thousands) Value
Added
Solution
Digital
Green
Software e
System
Integration
Business
Services
Corporate Elimination s Total Value
Added
Solution
Digital
Green
Software e
System
Integration
Business
Services
Corporate Elimination
s
Total
Third-party revenues 1,492,862 249,305 618,900 103,086 12,060 2,476,213 1,506,618 193,360 590,792 76,899 651 2,368,320
Inter-sector revenues 80,090 736 4,592 626 15,240 101,284 95,620 2,297 2,919 1,321 11,013 113,170
Revenues 1,572,952 250,041 623,492 103,712 27,300 (101,284) 2,476,213 1,602,238 195,657 593,711 78,220 11,664 (113,170) 2,368,320
Other income 8,926 3,634 23,225 6,404 5,849 (7,319) 40,719 7,630 2,530 15,577 5,056 4,411 (7,414) 27,790
Total revenues and other income 1,581,878 253,675 646,717 110,116 33,149 (108,603) 2,516,932 1,609,868 198,187 609,288 83,276 16,075 (120,584) 2,396,110
Consumables and goods for resale (1,447,362) (219,959) (248,356) (4,665) (2,445) 77,252 (1,845,535) (1,475,162) (170,195) (210,830) (6,757) (57) 91,470 (1,768,636)
Costs for services and rent,
leasing, and similar costs
(39,722) (11,858) (147,515) (45,445) (12,590) 31,152 (225,978) (37,274) (6,815) (161,085) (35,211) (7,339) 26,115 (221,609)
Personnel costs (24,036) (4,295) (175,515) (41,267) (15,476) 127 (260,462) (22,550) (1,616) (159,500) (29,179) (6,628) 47 (219,426)
Other operating costs (3,197) (394) (3,847) (701) (230) 72 (8,297) (1,703) (565) (2,870) (914) (169) 57 (6,164)
Ebitda 67,561 17,169 71,484 18,038 2,408 176,660 73,179 18,996 75,003 11,215 1,882 180,275
Amortisation and depreciation of
tangible and intangible assets
(3,244) (564) (25,067) (5,791) (887) (35,553) (2,976) (444) (22,243) (3,738) (475) (29,875)
Provisions (1,078) (358) (666) (374) (181) (2,657) (2,296) (472) (1,539) (179) (4,486)
Operating Result Adj (Ebit Adj) 63,239 16,247 45,751 11,873 1,340 138,450 67,907 18,080 51,221 7,298 1,407 145,914
Amortisation client lists and
technological know-how (PPA
(1,581) (897) (13,269) (7,670) (505) (23,922) (1,380) (479) (12,830) (5,530) - (20,219)
Stock Grant and non monetary costs (530) (530) (95) (3,332) (4,487) (530) (530) (95) (3,332) (4,487)
Operating Result (Ebit) 61,128 15,350 31,952 4,108 (2,497) 110,041 65,997 17,601 37,861 1,673 (1,925) 121,207
Net financial income and expense (17,872) (79) (8,582) (2,533) (252) (29,318) (13,617) (645) (7,837) (1,982) (52) (24,133)
Profit before taxes 43,256 15,271 23,370 1,575 (2,749) 80,723 52,380 16,956 30,024 (309) (1,977) 97,074
Income taxes (10,934) (4,167) (5,946) (454) 179 (21,322) (14,623) (5,635) (8,289) 102 (13) (28,458)
Profit for the period 32,322 11,104 17,424 1,121 (2,570) 59,401 37,757 11,321 21,735 (207) (1,990) 68,616
Profit attributable to non controlling
interests
702 2,177 2,178 (526) (25) 576 5,082 775 (17) 3,681 (715) 3,724
Profit attributable to the Group 31,620 8,927 15,246 1,647 (2,545) (576) 54,319 36,982 11,338 18,054 508 (1,990) 64,892
Profit attributable to the Group
Adjusted
33,261 9,566 25,683 7,174 300 (576) 75,408 40,041 11,679 27,564 4,512 382 84,179

The following table shows the financial information by operating sector for the period ended 31 January 2025 and 31 January 2024.

Period ended January 31, 2025 (Reported reclassified) Period ended January 31, 2024 (Reported reclassified)
------------------------------------------------------- -------------------------------------------------------
(Euro thousands) Value
Added
Solution
Digital
Green
Software e
System
Integration
Business
Services
Corporate Elimination s Total Value
Added
Solution
Digital
Green
Software e
System
Integration
Business
Services
Corporate Elimination
s
Total
Third-party revenues 1,492,862 165,658 618,900 103,086 12,060 2,392,566 1,506,618 193,360 590,792 76,899 651 2,368,320
Inter-sector revenues 80,090 736 4,592 626 15,240 101,284 95,620 2,297 2,919 1,321 11,013 113,170
Revenues 1,572,952 166,394 623,492 103,712 27,300 (101,284) 2,392,566 1,602,238 195,657 593,711 78,220 11,664 (113,170) 2,368,320
Other income 8,926 3,568 23,225 6,404 5,849 (7,319) 40,653 7,630 2,530 15,577 5,056 4,411 (7,414) 27,790
Total revenues and other income 1,581,878 169,962 646,717 110,116 33,149 (108,603) 2,433,219 1,609,868 198,187 609,288 83,276 16,075 (120,584) 2,396,110
Consumables and goods for resale (1,447,362) (146,147) (248,356) (4,665) (2,445) 77,252 (1,771,723) (1,475,162) (170,195) (210,830) (6,757) (57) 91,470 (1,768,636)
Costs for services and rent,
leasing, and similar costs
(39,722) (8,423) (147,515) (45,445) (12,590) 31,152 (222,543) (37,274) (6,815) (161,085) (35,211) (7,339) 26,115 (221,609)
Personnel costs (24,036) (3,049) (175,515) (41,267) (15,476) 127 (259,216) (22,550) (1,616) (159,500) (29,179) (6,628) 47 (219,426)
Other operating costs (3,197) (394) (3,847) (701) (230) 72 (8,297) (1,703) (565) (2,870) (914) (169) 57 (6,164)
Ebitda 67,561 11,949 71,484 18,038 2,408 171,440 73,179 18,996 75,003 11,215 1,882 180,275
Amortisation and depreciation of
tangible and intangible assets
(3,244) (530) (25,067) (5,791) (887) (35,519) (2,976) (444) (22,243) (3,738) (475) (29,875)
Provisions (1,078) (358) (666) (374) (181) (2,657) (2,296) (472) (1,539) (179) (4,486)
Operating Result Adj (Ebit Adj) 63,239 11,061 45,751 11,873 1,340 133,264 67,907 18,080 51,221 7,298 1,407 145,914
Amortisation client lists and
technological know-how (PPA
(1,581) (636) (13,269) (7,670) (505) (23,661) (1,380) (479) (12,830) (5,530) (20,219)
Stock Grant and non moneary costs (530) (530) (95) (3,332) (4,487) (530) (530) (95) (3,332) (4,487)
Operating Result (Ebit) 61,128 10,425 31,952 4,108 (2,497) 105,116 65,997 17,601 37,861 1,673 (1,925) 121,207
Net financial income and expense (17,872) (286) (8,582) (2,533) (252) (29,525) (13,617) (645) (7,837) (1,982) (52) (24,133)
Profit before taxes 43,256 10,139 23,370 1,575 (2,749) 75,591 52,380 16,956 30,024 (309) (1,977) 97,074
Income taxes (10,934) (2,822) (5,946) (454) 179 (19,977) (14,623) (5,635) (8,289) 102 (13) (28,458)
Profit for the period 32,322 7,317 17,424 1,121 (2,570) 55,614 37,757 11,321 21,735 (207) (1,990) 68,616
Profit attributable to non controlling
interests
702 416 2,178 (526) (25) 576 3,321 775 (17) 3,681 (715) 3,724
Profit attributable to the Group 31,620 6,901 15,246 1,647 (2,545) (576) 52,293 36,982 11,338 18,054 508 (1,990) 64,892
Profit attributable to the Group
Adjusted
33,261 7,354 25,683 7,174 300 (576) 73,196 40,041 11,679 27,564 4,512 382 84,179

Transactions with Related Parties and Group companies

Economic transactions between Group companies take place at market prices and are eliminated in the consolidation process. Transactions entered into by Group companies with related parties in accordance with IAS 24 were conducted at market conditions and mutual economic convenience.

During the period under analysis, however, there were no significant transactions with related parties.

Significant events occurring after the end of the quarter

There are not significant events occurred after the end of the quarter as of January 31, 2025.

Business outlook

The results as at 31 January 2025 are part of the Group's industrial transformation path, which is increasingly focused on consulting, digital platforms and innovative technologies, along the main lines of evolution such as process digitisation, AI, cybersecutity, with objectives of sustainable and long-term value generation for stakeholders.

The Group confirms its skills and applications development strategy with a mid-single-digit growth outlook in revenues and operating profitability expected for FY 2025, boosted by the continuation of the growth trend in the Business Services sector, as well as the double-digit increase in revenues and profitability in the Digital Green Sector also as a result of industrial re-engineering actions.

The Chairman of the Board of Directors Paolo Castellacci

Annexes

38

Consolidate Income Statement

Period ended al 31 January
(Euro thousands) 2025 2024
Revenues 2,392,566 2,368,320
Other income 28,634 18,718
Consumables and goods for resale (1,771,723) (1,768,636)
Costs for services and rent, leasing, and similar costs (227,030) (226,096)
Personnel costs (259,216) (219,426)
Other operating costs (10,954) (10,650)
Amortisation and Depreciation (59,180) (50,095)
Operating result 93,097 112,135
Share of profits of companies valued at equity 572 656
Financial income 31,529 24,334
Financial expenses (49,607) (40,051)
Profit before taxes 75,591 97,074
Income taxes (19,977) (28,458)
Profit of the period 55,614 68,616
of which:
Profit attributable to non-controlling interests 3,321 3,724
Profit attributable to the Group 52,293 64,892

Consolidated Statement of Financial Position

At 31 January At 30 April
(Euro thousands) 2025 2024
Intangible assets 516,221 457,071
Rights of use 44,914 50,308
Property, plant and equipment 107,733 99,511
Investment property 290 290
Investments valued at equity 24,451 23,910
Deferred tax assets 20,256 19,528
Other non-current receivables and assets 20,246 18,778
Total non-current assets 734,111 669,396
Inventory 168,008 156,161
Current trade receivables 822,548 571,138
Current tax receivables 20,160 15,584
Other current receivables and assets 170,057 131,780
Cash and cash equivalents 496,231 577,474
Total current assets 1,677,004 1,452,137
Non-current acrivity owned for the sale 121 121
Total assets 2,411,236 2,121,654
Share capital 37,127 37,127
Share premium reserve 33,144 33,144
Other reserves (63,317) (48,925)
Profits carried forward 436,648 408,238
Total shareholders' equity attributable to the Group 443,602 429,584
Shareholders' equity attributable to non-controlling interests 74,413 47,761
Total Shareholders' equity 518,015 477,345
Non-current loans 168,792 217,589
Financial liabilities for non-current rights of use 27,172 32,872
Non current financial liabilities and commitments for purchase of shares from non-controlling interests 120,699 134,228
Employee benefits 62,919 54,308
Non-current provisions 5,208 6,031
Deferred tax liabilities 135,052 121,105
Total non-current liabilities 519,842 566,133
Current loans 231,122 157,155
Financial liabilities for current rights of use 16,135 15,260
Current financial liabilities and commitments for purchase of shares from non-controlling interests 36,323 25,972
Trade payables 816,733 638,010
Current tax payables 24,120 9,885
Other current liabilities 248,946 231,894
Total current liabilities 1,373,379 1,078,176
Total liabilities 1,893,221 1,644,309
Total shareholders' equity and liabilities 2,411,236 2,121,654

Consolidated Statement of Cash Flows

Period ended al 31 January
(Euro thousands) 2025 2024
Profit for the period 55,614 68,616
Adjustments for:
Amortisation and Depreciation 59,179 50,094
Income taxes 19,977 28,458
Accruals to provisions relating to personnel and other provisions 7,071 8,053
Net financial (income) expense 30,379 22,986
Profit of companies valued using the equity method (572) (656)
Other non-monetary entries (7,483) (5,028)
Cash flows generated by operating activities before changes in net working capital 164,165 172,523
Change in inventory 227 (23,949)
Change in trade receivables (203,933) (121,034)
Change in payables to suppliers 145,719 84,280
Change in other assets (24,431) 19,592
Change in other liabilities (3,098) (23,984)
Use of provisions for risks (2,058) (1,444)
Employee benefits (3,461) (3,019)
Change in deferred taxes (5,492) (5,355)
Change in receivables and payables for current taxes 9,659 (3,329)
Interest paid (34,089) (25,641)
Taxes paid (15,388) (22,703)
Net cash flow generated by operating activities 27,820 45,937
Investments in companies net of cash acquired (50,452) (49,599)
Investments in property, plant and equipment (17,928) (18,865)
Investments in intangible assets (22,175) (9,921)
Investments in associated companies (269)
Disposals of non-current acrivity owned for the sale 355
Non-current investments in other companies (468) (2,250)
Disposals of non-current investments in other companies 290
Dividends collected 449 476
Interest collected 5,004 3,524
Net cash flow generated by/(used in) by investment activity (85,389) (75,990)
Subscription of long-term loans 119,724 65,552
Repayment of long-term loans (90,900) (54,979)
(Reduction)/increase in short-term loans (11,351) 14,211
Repayment of financial liabilities for rights of use (12,829) (25,601)
Investments/disinvestments in financial assets 1,180 (327)
Treasury shares (11,785) (7,247)
Dividends distributed (17,263) (16,986)
Net cash flow generated by/(used in) financial activities (23,224) (25,377)
Translation difference on cash and cash equivalents
Change in cash and cash equivalents (81,243) (55,430)
Opening balance of cash and cash equivalents 577,474 537,507
Closing balance of cash and cash equivalents 496,231 482,077

Consolidated Statement of Changes In Equity

(Euro thousands) Share
capital
Share
premium
reserve
Other
reserves
Profits for
the year and
profits
carried
forward
Shareholders'
equity
attributable to
the group
Shareholders'
equity
attributable to
non-controlling
interests
Total
Shareholders'
equity
At 30 April 2024 37,127 33,144 (48,925) 408,238 429,584 47,761 477,345
Profit for the period 52,293 52,293 3,321 55,614
Actuarial gain/(loss)for employee
benefits – gross effect
(1,146) (1,146) (87) (1,233)
Comprehensive income for the year (1,146) 52,293 51,147 3,234 54,381
Transactions with shareholders
Purchase of treasury shares (11,785) (11,785) (11,785)
Sale of treasury shares
Distribution of dividends (15,494) (15,494) (1,769) (17,263)
Assignment of shares in execution
of Stock Grant plan
4,306 4,306 4,306
Stock Grant plans - shares vesting
in the period (2,379) (2,379) (2,379)
Allocation of profit for the year 5,941 (5,941)
Change in the scope of
consolidation and other changes
(9,329) (2,448) (11,777) 25,187 13,409
At 31 January 2025 37,127 33,144 (63,317) 436,648 443,602 74,413 518,015

Declaration pursuant to article 154-bis, paragraph 2, of Legislative Decree no. 58 of 24 February 1998, "Consolidated Law on Financial Intermediation", as amended

The Executive in charge of preparation of the corporate accounting documents declares, pursuant to article 154-bis of the Consolidated Law on Finance, that the accounting disclosure contained in the Sesa Group's Interim Report on Operations as at January 31, 2025, corresponds to the documentary results, books and accounting entries.

Empoli, March 13, 2025

Alessandro Fabbroni

(In his capacity as Executive in charge of preparation of the corporate accounting documents)

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