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Digital Value

Annual Report May 15, 2025

4416_10-k_2025-05-15_52a329b4-3513-468f-a704-1608ab5161ea.pdf

Annual Report

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DIGITAL VALUE S.p.A.

REGISTERED OFFICE IN ROMA, VIA DELLA MAGLIANELLA N. 65/E SHARE CAPITAL SUBSCRIBED AND PAID IN € 1,588,885.60 REA No. 1554887 REGISTER OF COMPANIES OF ROME AND TAX CODE 10400090964

CONSOLIDATED AND SEPARATE FINANCIAL REPORT at 31 December 2024

for which a special XHTML format has been developed This document, in PDF format, does not constitute fulfilment of the obligations arising from Directive 2004/109/EC (the "Transparency Directive") and Delegated Regulation (EU) 2019/815 (the "ESEF Regulation" - European Single Electronic Format)

INDEX

CORPORATE GOVERNANCE 3
Board of Directors 3
Board Committees 3
Board of Statutory Auditors 3
Executive in charge of preparation of the corporate accounting documents 3
Oversight committee 3
Independent auditor 3
Foreword 4
Main shareholders and share performance 5
Business model 6
Macroeconomic framework 8
Development of demand and performance of the sector in which the Group operates 8
Analysis of the Group's economic, asset and financial situation 10
Analysis of the Parent Company's economic, asset and financial situation 16
Scope of Consolidation and Consolidation Criteria 17
Performance of Group Companies 20
Significant events that occurred during the year 22
Main risks and uncertainties related to the business 30
Other Information 36
CONSOLIDATED FINANCIAL STATEMENTS 41
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL REPORT 45
SEPARATE FINANCIAL STATEMENTS 97
EXPLANATORY NOTES TO THE SEPARATE FINANCIAL REPORT 101
CERTIFICATIONS PURSUANT TO ART. 81-TER OF CONSOB REGULATION
No. 11971 OF 14 MAY 1999 AND SUBSEQUENT AMENDMENTS AND
ADDITIONS
138

Board of Directors

Executive Chairman Paolo Vantellini Appointed Director Riccardo Benedini Director Marco Patuano Independent Director Laura Cappiello Independent Director Maria Luisa Mosconi Independent Director Francesco Tuccari Independent Director Mario Anaclerio

Board Committees

Committee for Appointments and Remuneration: made up of Directors: Laura Cappiello (Chair), Maria Luisa Mosconi, Marco Patuano;

Control and Risk Committee: made up of Directors: Maria Luisa Mosconi (Chair), Laura Cappiello, Francesco Tuccari, Mario Anaclerio;

Related Parties Committee: made up of Directors: Laura Cappiello (Chair), Maria Luisa Mosconi, Francesco Tuccari;

ESG Committee: Francesco Tuccari (Chair), Marco Patuano, Mario Anaclerio.

Board of Statutory Auditors

Chairman Sergio Marchese Statutory auditor Lucia Calore Statutory Auditor Gian Luca Succi Alternate auditor Alessandra Tella

Executive responsible for the preparation Alessandro Pasqualin of the company accounting documents

Oversight committee Alessia Egidi (Chair)

Michele Bencini

Francesco Bartolini Baldelli

Independent Auditor BDO ITALIA S.p.A.

FOREWORD

The Consolidated and Separate Financial Report for the year ended 31 December 2024 of Digital Value S.p.A. (The "Parent Company" and, with reference to the scope of consolidation, the "Group") has been prepared in compliance with IAS-IFRS.

This Report provides the most significant information on the economic and financial situation and on the management of Digital Value S.p.A. and its Group.

The amounts shown in the schedules, tables and notes are expressed in Euro thousands.

The Financial Report for the year ended 31 December 2024 shows a consolidated profit of Euro 35,621 thousand and a separate profit of Euro 43,519 thousand.

By order no. 8943 of 2 May 2023, Borsa Italiana determined the admission to listing on the Euronext Milan regulated market, organised and managed by Borsa Italiana ("Euronext Milan"), of the Company's ordinary shares. With the same provision, Borsa Italiana determined the simultaneous removal from trading on the Euronext Growth Milan multilateral trading system, organised and managed by Borsa Italiana ("Euronext Growth Milan"), of the Company's ordinary shares.

Trading of the shares on Euronext Milan commenced on Wednesday 10 May 2023.

From 18 September 2023, the Technical Committee of the FTSE Italia Index Series has included Digital Value in the FTSE MIB Mid Cap, one of the main indices of the Italian Stock Exchange, which includes the 60 most liquid and capitalised shares listed on the Euronext Milan and Euronext MIV Milan markets and not included in the FTSE MIB index (which limits its composition to the 40 most liquid and capitalised shares on the market).

Digital Value has also been included in the Euronext Tech Leaders segment, which groups high-growth Tech companies listed on Euronext, since June 2022.

The Group researches, designs, develops and markets ICT solutions and services for the digitisation of large account customers operating in the strategic sectors of the country's economy - Telecommunications, Transport, Utilities, Finance, Industry and Public Administration - which represent the leading segment of the ICT market). Digital Value consolidates unique and specialised skills, capable of offering comprehensive coverage of the technological innovation needs of key market segments, the result of a path of constant and significant growth.

The Group's success is based on the unique skills, know-how and specialisation of its human resources as well as its recognised ability to plan, implement and manage innovative and functional project solutions for the digitisation of its customers.

MAIN SHAREHOLDERS AND SHARE PERFORMANCE

As of today, the subscribed and paid-up capital amounts to Euro 1,589 thousand and is represented by 10,181,624 shares with no par value, divided as follows:

Description Number
Ordinary shares 10,181,624
Total 10,181,624

The following table shows, according to the results of the shareholders' register and based on other information available to Digital Value S.p.A., the shareholders that hold more than 3% of the share capital.

Shareholder No. shares with
entitlement to vote
% of capital
DV Holding S.p.A.* 6,241,833 61.3%

* Notwithstanding the mandate granted free of charge to Prof. Massimo Zaccheo to exercise the voting rights relating to the entire shareholding held by DV Holding S.p.A. as specified below

It should be noted that, as of February 2022, the Company, in implementation of the resolutions of the Ordinary Shareholders' Meeting of 30 April 2021 and the subsequent resolutions of 29 April 2022. 5 April 2023 and 5 June 2024, initiated a share buyback programme as a useful strategic investment opportunity for any purpose permitted by current legal provisions. The purchases will concern a maximum number of 100,000 ordinary shares of the Company, with no indication of par value, for a maximum countervalue of Euro 10,000,000.

As of 31.12.2024, there were 33,908 shares in the portfolio, with a total countervalue of Euro 1,994 thousand.

The value of the Digital Value share on 31.12.24 was Euro 24,15, compared to the share price of Euro 61.80 on 31.12.2023.

On 14.04. 2025, the share closed at a price of Euro 16.68 and a market capitalisation of Euro 170 million.

The following graphs show the performance of the DGV share between 01.01.2024 and 14.04.2025 (Fig. 1)

DGV.MI share performance

Fig. 1 Performance of the DGV share from 01.01.2024 to 14.04.2025

BUSINESS MODEL

The Information & Communication Technology (hereinafter also referred to as "ICT") Infrastructure value chain traditionally consists of three sequential phases that require specific distinctive skills and in which specialised subjects traditionally operate:

  • i. The definition of reference technologies: the continuous development of new solutions to meet ICT needs leads to the need for distinctive skills in the latest technologies being developed both for on-premises components and for cloud-based solutions; the ICT Technology Advisors and Strategic Consultants set themselves the goal of analysing the specific situation of an individual customer (both in terms of management of the equipment installed and in terms of future needs) and of defining the technological trajectories and the best implementation strategies to tackle the digital transformation path;
  • ii. The definition of the concrete case: once the optimal theoretical framework has been defined, the Business Consultants and Demand Experts set themselves the goal of defining the best solutions for each concrete case and prepare the Reference Guidelines and the relevant Design for the translation of the high-level specifications into implementation projects;
  • iii. The detailed project and its implementation: the third phase of the Digital Transformation process consists in the preparation of detailed Operational Plans, the

customisation of standard products with respect to the customer's specific needs, the installation of the new technologies in the company's reality, the integration of the new machines (physical or virtual) with the infrastructures already installed, the migration of applications and the related databases to the new equipment, the measurement of performance and the maintenance (current and evolutionary) of the implemented solutions. The operational activities include a wide chain of processes ranging from the logistics of materials, to the operational installation phase, to the integration and management of the application solutions that govern the infrastructures (Security Operation Centre, Network Operation Centre, Orchestration, management of software and core applications, etc).

The Group distinguishes itself within its reference market for being an operator capable of acting as a single point of contact for the customer throughout all the phases of the value chain between the customer and the individual technology suppliers, identifying the most suitable products/solutions available on the market that, based on the customer's specific needs, can translate into significant benefits for the latter in terms of cost efficiency, improved service levels and operational simplification.

The proposition to its customers of a wide range of products and services relating to a multiplicity of primary global technology producers ("Hyper Var" so-called "multivendor") represents for Digital Value not only a critical success factor but also a primary element in mitigating the main risks connected to its business model, in terms of reduced dependence on single/specific suppliers, of non-significant risks connected to the lack of distribution of single/specific suppliers, and of constant access to the most advanced technologies available on the market.

On an operational level, the Group regulates its commercial relations with major suppliers and customers through the signing of one-off transactions, framework agreements and longterm contracts. In keeping with market practice in the sector to which the Group belongs, some contracts envisage penalties in the event of delays in the execution of supplies or if the products and/or products and services supplied do not meet the technical specifications agreed upon.

The sale of products and services is considered a strategic activity, so it is carried out mainly through the Group's internal sales network.

In order to carry out certain operational and less complex and strategic activities, such as logistics and distribution, the Group relies on external partners with whom it has established long-term relationships, while maintaining the planning and control of the aforementioned activities in-house.

The Group has had consolidated relations with its main customers for at least five years and has kept the number of its customers substantially constant.

MACROECONOMIC FRAMEWORK

According to the IMO-WEO forecasts published in January 2025, the global economy is expected to confirm GDP growth of +3.2% in 2024, slightly down on the +3.3% recorded in 2023. In 2025, growth is expected to be +3.3% compared to the previous year.

The Eurozone, on the other hand, having experienced a greater deceleration than the world's major economies, is estimated to have had GDP growth of +0.9% in 2024, compared with +0.5% in 2023, with a projection of +1.6% for 2025.

Italy continued the deceleration that began in 2022, with estimated GDP growth of +0.6% in 2024 compared to +0.9% in 2023. However, a return to slight growth of +0.7% is expected in 2025.

Percentage values Change in GDP 2018 Change in GDP 2019 Change in GDP 2020 Change in GDP 2021 Change in GDP 2022 Change in GDP 2023 Change in GDP 2024 (E) Change in 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%
Emergimg 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%
Eurozone +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

According to estimates released by Gartner in October 2024, the global Information & Communication Technology market is expected to confirm solid growth of +7.4% compared to 2023, more than doubling global growth in GDP and confirming its position as one of the sectors that attracts the most investment and drives long-term growth. This trend is expected to continue in 2025 with estimated growth of +9.3%.

Worldwide IT Spending ForecastEstimates / Statements October 2024

(absolute values in USD
billions)
2023 2024 2025
Data Centre Systems 236.2 318.0 367.1
Enterprise Software 974.1 1,087.8 1,239.8
Devices 692.8 735.8 805.7
IT Services 1,503.7 1,587.9 1,737.8
Communication Services 1,491.7 1,530.3 1,596.9
Total 4,898.5 5,259.8 5,747.2
24/23 25/24
34.6% 15.4%
11.7% 14.0%
6.2% 9.5%
5.6% 9.4%
2.6% 4.4%
7.4% 9.3%

This expected expansion is confirmed in the Eurozone and in Italy, albeit at a slower pace than initially forecast at the beginning of 2024 according to SIRMI NetConsulting and Digital Value calculations, which estimate weighted average growth of +3.1% for 2022-2025, compared to a previous forecast of +5.3%.

The Italian Information Technology market is estimated at Euro 24,300 million for 2024, up Euro 658 million on 2023, but down Euro 821 million on previous estimates for 2024; forecasts for 2025 predict growth to Euro 25,200 million, up Euro 900 million, +3.7%

Growth is driven by the need to modernise infrastructure and by a greater focus on security and operational resilience, with continuous digital transformation seen as essential to maintaining a competitive edge and protecting corporate infrastructure.

Additionally, significant geopolitical instability and increasing cyber threats require new IT strategies, with growing investments in cloud computing, cybersecurity and advanced data management.

IT MARKET Estimates / Statements March - April 2025

(absolute values in euro millions) 2022 2023 2024E 2025E Cagr
Hardware 6,391.8 5,917.5 5,850.0 5,830.0 -3.0%
Software 4,072.7 4,123.4 4,160.0 4,210.0 1.1%
Development services 4,018.9 4,185.8 4,300.0 4,455.0 3.5%
Management services 8,533.7 9,415.2 9,990.0 10,705.0 7.8%
TOTAL IT 23,017.0 23,641.9 24,300.0 25,200.0 3.1%
Cagr
(Mar-Apr 2024)
-1.4%
3.0%
4.8%
10.9%
5.3%

The fastest growing segment is Large-Medium Enterprises, ahead of Top Corporate and Public Administration.

Medium-sized enterprises are facing new challenges related to rising labour and raw material costs, volatile credit conditions and geopolitical effects that could reduce export opportunities, especially to the United States if trade tariffs are introduced. Consequently, digitalisation in this sector is a

strategic lever for expanding its markets and improve operational efficiency. The adoption of cloud solutions, advanced CRM and cybersecurity will be key to protecting IT infrastructure from ransomware attacks and ensuring greater corporate resilience.

Other growth factors include the widespread adoption of Artificial Intelligence, which is accelerating demand for processing power and advanced data management, as well as the full implementation of various plans to support digitalisation launched by both the European Union and Italy.

Analysis of the Group's economic, asset and financial situation

Consolidated income results

The reclassified consolidated income statement is shown below (figures in euro thousands) at 31 December 2024. The income statement is compared with the corresponding period of the previous year.

Reclassified consolidated income statement 31/12/2024 31/12/2023 %Change
Revenues from sales and services 814,670 846,482
Other revenues and income 1,135 910
Total Revenues and Other Income 815,805 847,391 -3.7%
Costs for purchasing products 530,790 570,586
Costs for services and rent, leasing, and similar costs 162,417 160,608
Personnel costs 28,718 24,969
Other operating costs 2,048 731
Total Costs for purchasing products and Operating Costs 723,973 756,894 -4.3%
Gross operating margin (Ebitda) 91,832 90,497 1.5%
Amortisation and depreciation of tangible and intangible assets 30,484 27,979
Write-down of receivables and provision for risks 3,431 1,543
Operating profit (Ebit) 57,917 60,974 -5%
Non-recurring costs 1,399 1,067
Financial income and expense 4,350 4,597
Value adjustments of financial assets 0 (146)
Earnings before tax (Ebt) 52,168 55,455 -5.9%
Income taxes 17,039 16,874
Earnings from continued assets 35,129 38,581 -8.9%
Earnings from assets destined for sale 491 0
Period earnings 35,621 38,581
Net profit attributable to the Group 35,266 38,370

Digital Value

-3,7% compared to the previous year, partly due to the effects of the well-known legal events that occurred between 14 and 15 October involving Mr. Massimo Rossi (former Chairman and Chief Executive Officer of the Company and former Sole Director of Italware S.r.l.) and Digital Value itself (in addition to its subsidiaries Italware S.r.l., ITD Solutions S.p.A. and Dimira S.r.l.) described under "Significant events that occurred during the year".

The contribution to revenues from the acquisition of the Infordata Group, which was completed on 26 September 2024, amounted to Euro 36.9 million.

To provide a more complete picture of the acquisition of the Infordata Group, which contributed to the Group's economic growth for three months in 2024, the main Income Statement items are shown below, distinguishing between this contribution and organic change:

Reclassified consolidated income statement 31/12/2024 31/12/2023 Change of
which
organic
contributed
by the
Infordata
Group
Total Revenues and Other Income 815,805 847,391 -31,586 -68,508 36,921
Costs for purchasing products 530,790 570,586 -39,796 -64,290 24,494
Costs for services and rent, leasing, and similar costs 162,417 160,608 1,809 -6,874 8,683
Personnel costs 28,718 24,969 3,749 -281 4,030
Other operating costs 2,048 731 1,317 1,302 15
Total Costs for purchasing products and Operating Costs 723,973 756,894 -32,921 -70,143 37,222
Operating margin (EBITDA) 91,832 90,497 1,335 1,636 -301
Amortisation, depreciation and accruals 33,915 29,523 4,393 4,025 368
Operating profit (Ebit) 57,917 60,974 -3,058 -2,389 -669

As shown in the table above, at 31.12.2024, total Group Revenues and Other Income recorded a decline of Euro 68.5 million on a like-for-like basis compared to the previous year.

The competitive positioning of the Group companies in the ICT market of reference (Infrastructure ICT & Managed Services) in the Large Customers segment, based on an increasingly wide range of technological solutions and partnerships with international vendors, and on the certified professional skills of Digital Value's staff,

have made it possible to provide a growing variety of services. The Digital Value Group is currently the leading player on the Italian market (in terms of size and variety of products and services offered) in the Digital Transformation Journey of the Large & Top Enterprises market, accompanying its customers from the redesign of personal productivity workstations, to the design-implementation-management of Data Centre infrastructures, the integral management of data (transport, storage, management and analysis), the security of ICT solutions and the development of the most innovative Digital Business Transformation paths.

Analysing Consolidated Revenues by Business Line we see:

  • Next Generation Data Centre: Digital Value's historical market confirmed the positive trend, of primary importance in terms of commercial performance, with revenues of Euro 428.1 million, + Euro +11 million compared to the previous year. This business line includes numerous activities for the realisation and maintenance of networks and platforms, next-generation Datacentres: the most significant include an order for a project for the modernisation of infrastructure and management "as a service" for a well-known transport operator;
  • Digital Business Transformation: The line presents revenues of Euro 232.4 million, down Euro 39 million compared to the previous year. This segment includes Cloud and Cyber Security projects and services.
  • Smart Workplace Transformation: Solutions in this area generated revenues of Euro 155.3 million, down Euro 4 million compared to the previous year. This segment represents solutions for workplace management.

Analysing consolidated revenues by market vertical, the Public Admin sector accounts for 58.1%, the Industrial sector (which includes Energy & Utilities) 20.2%, the Finance & Insurance sector 12.5% and Telco 9.2%.

EBITDA amounted to Euro 91.8 million (up Euro 1.3 million), corresponding to an increase of +1.5% vs 2023 – if, however, we were to consider EBITDA on a like-for-like basis compared to 2023, the increase would have been 1.6 million, corresponding to +1.8% vs 2023);

Digital Value increased its EBITDA margin to 11.3% on net revenues in 2024, thanks to its focus on a value strategy and persistent control of operating and structural costs.

EBIT amounted to Euro 57.9 million (Euro -3.0 million, corresponding to a decrease of - 5.0% vs 2022 – if, however, we were to consider EBIT on a like-for-like basis compared to 2023, the decrease would have been 2.4 million, corresponding to -3,9% vs 2023);

The net result of continuing operations amounted to Euro 35.1 million, while the net result of assets held for sale was Euro 0.5 million and consisted of the results for the period of the consolidated companies Technis Blu S.p.A. and IDGFAB S.r.l., which are destined for sale.

The consolidated company Infordata S.p.A. holds a 78.8% stake in Technis Blu S.p.A. ("Technis Blu"), which holds 51% of the share capital of IDGFAB S.r.l. Technis Blu's minority shareholders have submitted a binding offer to purchase the entire stake held by Infordata in Technis Blu through a vehicle wholly owned by them (Values AI S.r.l.). This offer was accepted following the Infordata Board of Directors' meeting held on 19 February 2025. The binding offer envisages the acquisition of 78.8% of Technis Blu's share capital for a fixed consideration of Euro 1.6 million, to be paid in full on the closing date, net of a Euro 0.16 million down payment made to Infordata on 20 February 2025.

Total net profit for the period amounted to Euro 35.5 million, 0.4 million of which attributable to minority interests, with a decline of Euro -3.0 million (-7.7%) compared to 31 December 2023.

As highlighted above, the Infordata Group was acquired on 26 September 2024 and, as a result, was fully consolidated from that date, contributing Euro 36.9 million in revenues, Euro -0.3 million in EBITDA and Euro -0.7 million in EBIT to the Group. On an annual basis, the Infordata Group generated revenues of Euro 112.9 million in 2024, with EBITDA of Euro 5.9 million and EBIT of Euro 3.5 million.

On a pro forma basis for 2024, including the Infordata Group for the whole year, the Digital Value Group realised pro forma consolidated revenues of Euro 872.7 million, with pro forma EBITDA of Euro 97.1 million and pro forma EBIT of Euro 61.3 million.

Consolidated equity and financial situation

The reclassified equity and financial situation at 31 December 2024 is shown below.

Reclassified Consolidated Balance Sheet 31/12/2024 31/12/2023
Intangible fixed assets 4,282 3,128
Goodwill 27,890 23,882
Tangible fixed assets 65,413 82,524
Investments 187 167
Other non-current assets and prepaid taxes 10,327 19,190
Total non-current assets 108,099 128,891
Inventories 195,961 220,490
Trade receivables 269,521 193,025

Other current assets 55,767 39,292
Current assets for the year 521,249 452,807
Non-current assets held for sale 10,848 0
Trade payables 366,516 401,983
Other current payables 25,205 12,107
Short-term liabilities 391,721 414,090
Net working capital 248,475 167,608
Provisions and other non-current liabilities 6,559 3,101
Net non-current liabilities 6,559 3,101
Liabilities relating to assets destined for sale 9,298 0
Net Invested Capital 232,617 164,507
Shareholders' equity attributable to the Group 224,623 187,288
Shareholders' equity attributable to non-controlling interests 2,165 1,130
Medium-term Net Financial Position 63,527 84,186
Short-term Net Financial Position -57,698 -108,097
Tot. Net Financial Pos. (Net Liquidity) 5,829 -23,911
Treasury shares and Net Financial Position 232,617 164,507

Net financial debt amounted to Euro 5.8 million, declining Euro 29.7 million compared to the end of the previous year. The decline is largely attributable to the purchase of the stake in Infordata S.p.A., which had a net financial impact of Euro 23.3 million on the acquisition date, of which:

  • Euro 15.4 million as the net financial outlay for the purchase of the stake (purchase cost Euro 22 million, partially offset by Euro 6.6 million from the capital increase of Digital Value S.p.A. subscribed by the sellers at closing);
  • Euro 7.9 million as the Infordata Group's net debt on the acquisition date;

The Group's net financial debt (figures in Euro thousand) at 31 December 2024 according to the ESMA scheme is detailed below. Comparative figures have been restated to provide a better representation, in line with ESMA recommendations.

At 31 At 31 Change 2024 %
(Euro thousands) December December vs change
2024 2023 2023 2024 vs
2023
A. Cash -112,382 -146,611 34,229 -23%
B. Cash equivalents - -1,436 1,436 -100%
C. Other current financial assets - - - -
D. Liquidity (A)+(B)+(C) -112,382 -148,047 35,665 -24%

(E) Current financial payables 21,150 6,878 14,272 208%
(F) Current part of non-current debt 33,534 33,073 461 1%
(G) Current financial debt (E)+(F) 54,684 39,950 14,733 37%
(H) Net current financial debt (G)-(D) -57,698 -108,097 50,399 -47%
(I) Non-current financial debt (excluding
the current part and debt instruments) 45,533 61,089 -15,556 -25%
(J) Debt instruments - - - -
(K) Trade and other non-current payables 17,995 23,097 -5,103 -22%
(L) Non-current financial debt (I)+(J)+(K) 63,527 84,186 -20,659 -25%
(M) Total financial debt (H)+(L) 5,829 -23,910 29,740 -124%

Net investments amounted to Euro 36.3 million, mostly resulting from the change in the scope of consolidation, with Euro 8.0 million attributable to Infrastructure On-Premises as a Service solutions with some Tier I customers on contracts with a duration of at least three years which include an important service component.

With reference to Financial Management, considering the high growth rates recorded as well as the macroeconomic dynamics described above in terms of inflation and increase in the cost of money, Digital Value pays particular attention to the dynamics of Net Working Capital. Digital Value makes sure to align collection/payment terms whenever possible in order to avoid the occurrence of unbalanced phenomena in the treasury cycle. To support current treasury management, where necessary the Group uses non-recourse assignment contracts without notification of trade receivables, or activates specific agreements to renegotiate payment terms with major suppliers. Lastly, in the case of long-term commercial contracts, Digital Value entered into financing agreements of equal duration to align the Company's financial cycle. At financial level, therefore, the Group finances the cash needs associated with its current operations mainly through the liquidity generated by its own assets.

Profitability ratios 31/12/2024 31/12/2023
ROI (EBIT/ Current assets + Non-current assets) 9.20% 10.48%
ROS (EBIT/Revenue on sales) 7.11% 7.20%
ROE (Net profit/equity) 15.70% 21.64%
Equity and liquidity ratios 31/12/2024 31/12/2023
Primary liquidity (Cash/Current liabilities) 28.69% 35.75%
General liquidity (Current assets/Current liabilities) 133.07% 109.35%

15

Analysis of the Parent Company's economic, asset and financial situation Separate income results

The reclassified separate income statement is shown below at 31 December 2024 (figures in euro). The income statement is compared with the corresponding period of the previous year.

Reclassified separate income statement 31/12/2024 31/12/2023
Revenues from sales and services 10,075 6,887
Other revenues and income 92 15
Total Revenues and Other Income 10,166 6,903
Costs for purchasing products (1) (109)
Costs for services and rent, leasing, and similar costs (6,239) (3,590)
Personnel costs (5,243) (5,014)
Other operating costs (135) (24)
Total Costs for purchasing products and Operating Costs (11,618) (8,737)
Gross operating margin (Ebitda) (1,452) (1,834)
Depreciation and amortisation of tangible and intangible assets and
write-downs
(385) (410)
Operating profit (Ebit) (1,837) (2,244)
Non-recurring costs (1,399) (1,067)
Financial income and expense 46,992 34,582
Earnings before tax (Ebt) 43,757 31,271
Income taxes (237) 127
Net profit 43,519 31,398

Separate equity and financial situation

The reclassified separate equity and financial situation at 31 December 2024 is shown below (figures in Euro thousands)

Reclassified Consolidated Balance Sheet 31/12/2024 31/12/2023
Intangible fixed assets 83 89
Tangible fixed assets 800 828
Investments 80,160 56,260
Total non-current assets 81,043 57,176
Trade receivables 7,726 2,645
Other current assets 2,327 5,095
Current assets for the year 10,053 7,740
Trade payables 4,497 2,473
Other current payables 8,610 3,564

Short-term liabilities 13,107 6,037
Net working capital 77,989 58,880
Provisions and other non-current liabilities 727 615
Net non-current liabilities 727 615
Net Invested Capital 77,262 58,264
Shareholders' equity attributable to the Group 159,376 113,777
Medium-term Net Financial Position 6,466 438
Short-term Net Financial Position (88,580) (55,951)
Tot. Net Financial Pos. (Net Liquidity) (82,114) (55,513)
Treasury shares and Net Financial Position 77,262 58,264

A breakdown of the Parent Company's net financial debt (figures in Euro thousands) at 31 December 2024 according to the ESMA schedule is shown below.

(Euro thousands) At 31
December
At 31
December
Change 2024
vs
%
change
2024 2023 2023 2024 vs
2023
A. Cash -1,349 -1,607 258 -16%
B. Cash equivalents - - -
C. Other current financial assets -93,552 -61,306 -32,246 53%
D. Liquidity (A)+(B)+(C) -94,901 -62,913 -31,988 51%
(E) Current financial payables 6,321 6,962 -640 -9%
(F) Current part of non-current debt - - - -
(G) Current financial debt (E)+(F) 6,321 6,962 -640 -9%
(H) Net current financial debt (G)-(D) -88,580 -55,951 -32,628 58%
(I) Non-current financial debt (excluding
the current part and debt instruments)
6,466 438 6,028 1375%
(J) Debt instruments - - - -
(K) Trade and other non-current payables - - - -
(L) Non-current financial debt (I)+(J)+(K) 6,466 438 6,028 1375%
(M) Total financial debt (H)+(L) -82,114 -55,513 -26,601 220%

SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA

The Consolidated Financial Statements include the financial statements of the Parent Company Digital Value S.p.A. and of the companies over which the Company has the right to directly or indirectly exercise control as defined by IFRS 10 "Consolidated Financial Statements". All three of the following elements exist for the purpose of assessing the existence of control:

  • power over the company;
  • exposure to the risk or rights arising from the variable returns linked to its involvement;
  • ability to influence the company to such an extent as to affect the results (positive or negative) for the investor (correlation between power and exposure to risks and benefits).

Control may be exercised either by virtue of the direct or indirect ownership of a majority of the voting shares, or by virtue of contractual or legal agreements, also irrespective of shareholder relationships. In assessing these rights, the ability to exercise them and to abstain from actually exercising them are considered, and all potential voting rights are taken into account.

Digital Value S.p.A. is controlled by DV Holding S.p.A., with registered office in Rome, notwithstanding the above provisions regarding the mandate granted free of charge to Prof. Massimo Zaccheo to exercise the voting rights relating to the entire stake held by DV Holding S.p.A. It is not subject to management and coordination by the latter, nor does it have any commercial relations with it. DV Holding S.p.A. has provided managerial support and the related contracts are stipulated at market conditions. Digital Value S.p.A., which directly holds the controlling interests in ITD Solutions S.p.A., Italware S.r.l., Dimira S.r.l, TT Tecnosistemi S.p.A., Digital Value Managed Services S.r.l, DV Broker S.r.l., Digital Value Cyber Security S.r.l., Infordata S.p.A., and indirectly in Italware Services S.r.l., Eurolink S.r.l., Technis Blu S.p.A. and IDGFAB S.r.l., prepares consolidated financial statements as required by the reference legislation.

TT Tecnosistemi S.p.A. has been consolidated on a line-by-line basis since November 2021, when 51% of its share capital was initially acquired. An additional 19% was acquired in the first half of 2022 and, finally, the remaining 30% was acquired in June 2024.

On 26 September 2024, Digital Value acquired 100% of the share capital of Infordata S.p.A. ("Infordata") with registered office in Latina (LT).

Infordata, together with its subsidiaries, including Eurolink S.r.l. (100%) and Technis Blu S.p.A. (78.8%), represents an important national group operating in the design and development of programmes for the automation of business procedures, the provision of support services, consulting and training for the implementation of IT systems, the acquisition of which represents a strategic add-on for Digital Value. The consideration agreed for the acquisition of 100% of Infordata's share capital is Euro 22.0 million, to be paid in three instalments: (i) Euro 10.0 million, on the closing date of the transaction; (ii) Euro 6.0 million within 12 months of the closing date; and (iii) Euro 6 million by 31 January 2027. On the closing date, the seller, In Holding S.p.A., subscribed

newly issued Digital Value ordinary shares for a total value of Euro 6.6 million. On 05/06/2024, the Issuer's Extraordinary Shareholders' Meeting approved a capital increase reserved for payment, for a maximum nominal amount of Euro 17,000.00, with a total share premium of Euro 6,583.000.00, resulting in a total maximum amount of Euro 6,600,000.00 including the share premium, with the issue of a maximum total of 106,249 new ordinary shares in the Company, with no indication of par value. These shares have the same characteristics as those in circulation on the date of issue and enjoy regular dividend rights, excluding option rights pursuant to article 2441, paragraph 4, second sentence, of the Italian Civil Code, at a price of Euro 62.118 each (of which Euro 0.16 to be allocated to share capital and the difference to the share premium reserve).

The Companies included in the scope of consolidation are shown below:

Consolidated Companies Registered
Office
% held
directly
% held
indirectl
y
Method of
consolidation
Digital Value S.p.A. Rome CONSOLIDATING
ITD Solutions S.p.A. Milan 100% COMPANY Line-by-line
Italware S.r.l. Rome 100% Line-by-line
Italware Services S.r.l. Milan 80% Line-by-line
Dimira S.r.l. Rome 51% Line-by-line
TT Tecnosistemi S.p.A. Prato 100% Line-by-line
Digital Value Cyber Security S.r.l. Prato 51% Line-by-line
Digital Value Managed services S.r.l. Rome 100% Line-by-line
DV Broker S.r.l. Rome 70% Line-by-line
Infordata S.p.A. Latina 100% Line-by-line
Eurolink S.r.l. Frosinone 100% Line-by-line
Technis S.p.A. Rome 78.78% Line-by-line
IDGFAB s.r.l. Vigonza (PD) 51% Line-by-line

In the course of its activities, the Parent Company engaged in transactions of a commercial nature with its subsidiaries, for insignificant amounts and under normal market conditions. These transactions were related to:

  • sale of goods;
  • provision of commercial, administrative and technical services.

Transactions between consolidated companies have been eliminated from the consolidated financial statements and are not therefore highlighted in this report or in the notes.

Performance of the main Group Companies

Highlights of the operating performance of the consolidated subsidiaries, restated according to IAS-IFRS, are shown below.

Italware S.r.l.

Rome - Italy

Share Capital: € 1,000,000 Direct shareholding: 100% Revenues: € 537.3 million Net profit: € 32.6 million.

ITD Solutions S.p.A.

Milan- Italy

Share Capital: € 1,000,000 Direct shareholding: 100% Revenues: € 191.9 million Net profit: € 0.6 million.

TT Tecnosistemi S.p.A.

Prato - Italy

Share Capital: € 165,000 Direct shareholding: 100% Revenues: € 58.9 million Net profit: € 2.5 million

Dimira S.r.l.

Rome - Italy

Share Capital: € 800,000 Direct shareholding: 51% Revenues: € 12.3 million Net profit: € 0.2 million

Italware Services S.r.l.

Milan- Italy

Share Capital: € 10,000

Indirect shareholding (through Italware S.r.l.) 80%

Revenues: € 2.6 million Net profit: € 0.2 million.

Digital Value Cyber Security S.r.l.

Florence - Italy

Share Capital: € 150,000

Direct shareholding: 51% Revenues: € 2.9 million Net profit: € 0.6 million

Digital Value Managed services S.r.l.

Milan- Italy

Share Capital: € 10,000 Direct shareholding: 100% Revenues: € 2.4 million Net Loss: € 0.9 million

DV Broker S.r.l.

Rome - Italy

Share Capital: € 10,000 Direct shareholding: 70% Revenues: € 0.2 million Net profit: € 0.1 million

Infordata S.p.A.

Latina - Italy

Share Capital: € 2,000,000 Direct shareholding: 100% Revenues: € 64.8 million Net Loss: € 0.6 million

Eurolink S.r.l.

Frosinone - Italy Share Capital: € 101,490

Indirect shareholding (through Infordata S.p.A) 100%

Revenues: € 43.9 million Net profit: € 2.5 million

Technis Blu S.p.A.

Rome - Italy

Share Capital: € 1,115,000

Indirect shareholding (through Infordata S.p.A): 100%

Revenues: € 7.3 million Net Loss: € 0.2 million

Research and Development Activities

In view of the type of business conducted by the Group, these activities are of a marginal nature.

Staff

Information on the occupational aspects of employees is provided below, emphasising that the Group conducts its business in full compliance with all applicable laws on the workplace environment and on occupational health and hygiene.

There were 678 employees on 31 December 2024, broken down as follows:

(in units) 31/12/2024 31/12/2023
Executives 25 20
Managers 92 50
Office staff 560 274
Total 678 344

The increase in human resources is due to the change in the scope of consolidation.

Significant events that occurred during the year

On 24 May 2024, Digital Value announced that, in view of the fact that Law no. 21 of 5 March 2024 (the "Capital Law") raised the capitalisation threshold for qualifying as an SME (Small and Medium-sized Enterprise), Digital Value qualifies as an SME with effect from the date of entry into force of the Capital Law (27 March 2024).

On 4 June 2024, Digital Value signed the final agreement for the acquisition of 100% of the share capital of Infordata S.p.A.. This agreement follows the signing of a previous binding offer with the sole shareholder of Infordata, In Holding S.p.A., on 19 April 2024. The acquisition was completed on 26 September 2024. The consideration agreed for the acquisition of 100% of Infordata's share capital was Euro 22.0 million, to be paid in three instalments: (i) Euro 10 million on the closing date of the transaction; (ii) Euro 6 million within the 12th month of the closing; and (iii) Euro 6 million by 31 January 2027. Furthermore, on the closing date, In Holding S.p.A. subscribed newly issued ordinary shares in Digital Value for a total value of Euro 6.6 million, to be paid out of the share capital increase, with the exclusion of option rights approved by the Shareholders' Meeting of Digital Value on 5 June 2024. Holding S.p.A. will benefit from an option to sell its remaining DV Shares to DV Holding S.p.A. on the last trading day of 2026, for a consideration equal to the

Subscription Price, net of dividends and other income paid or due to In Holding S.p.A. as owner of the DV Shares.

The same Digital Value Shareholders' Meeting of 5 June 2024 also approved a share capital increase against payment, in divisible form, with the exclusion of option rights pursuant to article 2441, paragraph 4, second sentence, of the Italian Civil Code, for a maximum total amount of Euro 6.6 million to be reserved for subscription, by the final deadline of 31 December 2024, by HTT S.r.l. This increase was subscribed by HTT S.r.l. on 2 July 2024.

On 30 July 2024, Digital Value signed an agreement for the acquisition of 100% of the share capital of Italtel S.p.A. ("Italtel") with Italtel's majority shareholder, Nextalia SGR S.p.A. on behalf of the Italian closed-end and reserved alternative investment fund named "Nextalia Credit Opportunities", which undertook to procure the sale also by the other shareholder, Clessidra Capital Credit SGR S.p.A., on behalf of the fund named the "Clessidra Restructuring Fund". In relation to this transaction and following the postponement of the closing date, the counterparty requested the fulfilment of the agreement pursuant to article 2932 of the Italian Civil Code, by means of a writ of summons served on 8 November. The hearing, originally scheduled for 18 March 2025, was then routinely postponed to 13 May 2025.

Between 14 and 15 October 2024, as is well known, Digital Value S.p.A. learned that Mr Massimo Rossi (former Chairman and Chief Executive Officer of the Company and former Sole Director of Italware S.r.l.) was under investigation in criminal proceedings for alleged corruption and that Digital Value itself (in addition to its subsidiaries Italware S.r.l., ITD Solutions S.p.A. and Dimira S.r.l.) was under investigation pursuant to Legislative Decree 231/2001.

Following this notification, the Group immediately embarked on a comprehensive selfcleaning process, adopting a range of measures to ensure distancing, and is continuing to strengthen its corporate governance measures in accordance with current regulations, best market standards and strict ethical principles.

The measures adopted range from the immediate reorganisation of the Board of Directors of the parent company Digital Value (made up of a majority of independent directors – four out of seven members, three of whom newly appointed) and of the various subsidiaries, and of all the board committees, to the regulation of crucial aspects such as relations with suppliers and the selection of partners. Particular attention was also paid to staff training and development programmes and to further strengthening operational, commercial and financial controls in accordance with the strictest principles of segregation of duties. This self-cleaning

process was part of the promotion, by the subsidiary Italware S.r.l, of a liability action against Mr Massimo Rossi, who no longer holds any position within the Group as of 16 October 2024.

Description of self-cleaning measures

The main stages of the events and the actions taken by the Group are summarised below.

  • On 16 October 2024, Mr. Rossi resigned from all positions and, as of 15 October 2024, he no longer has any relationship or communication with Digital Value or any other company in the Group.
  • The new Boards of Directors of Digital Value and the other companies in the Group were appointed between 17 October and 4 November 2024. The Board of Directors of Digital Value consists of seven members, the majority of whom are independent (four out of seven) and all of whom meet the eligibility, professional and integrity requirements envisaged in the strict rules laid down by specific industry regulations and supervised by Consob, and are experts in auditing and regulations pursuant to Italian Legislative Decree 231/01: 231/01:
    1. Paolo Vantellini, Chairman of the Board of Directors;
    1. Riccardo Benedini, Chief Executive Officer;
    1. Marco Emilio Angelo Patuano, Director;
    1. Avv. Laura Cappiello, Independent Director;
    1. Maria Luisa Mosconi, Independent Director;
    1. Francesco Tuccari, Independent Director;
    1. Mario Anaclerio, Independent Director. -
  • The members of the four Board Committees (Control and Risks (CCR), Transactions with Related Parties - (OPC), Appointments and Remuneration (NR) and ESG) have been reappointed. The first two committees (CCR and OPC) are made up entirely of independent directors, while the other two (NR and ESG) are made up of a majority of independent directors1.

1 Following the change in the number of members from three to four, with the Chair having the casting vote, the Control and Risk Committee is now made up of the following directors, all of whom are independent: Maria Luisa Mosconi Chair, Laura Cappiello, Mario Anaclerio and Francesco Tuccari.

The Transactions with Related Parties Committee is made up of the following directors, all of whom are independent: Laura Cappiello - Chair (independent director), Maria Luisa Mosconi (independent director) and Francesco Tuccari (independent director).

  • In addition, the powers and responsibilities delegated by the individual Board Meetings have been defined with the introduction of a double signature system, in order to prevent and limit the possibility of individual decision-making, imposing a strictly structured system of limitation of powers2.
  • The companies of the Digital Value Group, the Oversight Committee and the Internal Audit department, supported by New Deal Advisors, have launched internal investigations and audits of all the companies to ensure compliance with the provisions of the Codes of Ethics, the Organisational Model pursuant to Legislative Decree 231/01 and the internal procedural system, confirming their adequacy and validity.
  • A whistleblowing policy has been implemented, with the purchase and configuration of cutting-edge EQS software at the company's offices, developed

The Appointments and Remuneration Committee is made up of: Laura Cappiello - Chair (independent director), Maria Luisa Mosconi (independent director) and Marco Emilio Angelo Patuano (non-executive director).

The ESG Committee is made up of: Francesco Tuccari - Chairman (independent director), Mario Anaclerio (independent director) and Marco Emilio Angelo Patuano (non-executive director).

2 On 17 October 2024, the Board of Directors of Italware S.r.l. assigned powers within the Board as follows: A) Chairman Riccardo Benedini:

(i) with individual signatory power: all powers of ordinary and extraordinary administration within the limits of Euro 5 million per year and per individual transaction (in the case of multi-year transactions, the value for each year shall be calculated by dividing the total amount by the number of years);

(ii) with joint signatory power with director Massimo Bareato: all powers of ordinary and extraordinary administration without any limits in terms of amount.

B) For participation in public tenders:

(i) with individual signatory power: signature of all declarations and certifications required for participation in public and private tenders, registration in registers and/or lists – including MEPA and SDAPA and similar – including shareholders' agreements and the establishment of groups of companies, consortia and/or other documentation necessary for participation in associated form and for the fulfilment of the agreements; technical bids and/or proposals for negotiation; signature of financial bids for amounts up to Euro 5 million per year and per individual transaction (in the case of multi-year transactions, the value for each year shall be calculated by dividing the total amount by the number of years, and also in the case of participation in a joint venture, the total value and/or auction base price calculated per year shall always be considered);

(ii) with joint signatory power with director Massimo Bareato: jointly with Director Massimo Bareato: financial bids exceeding the limits indicated in the previous paragraph.

On 17 October 2024, the Board of Directors of ITD Solutions S.p.A assigned powers within the Board as follows: A) Chairman Maurizio Brun:

(i) with individual signatory power: (a) all powers of ordinary and extraordinary administration within the limits of Euro 5 million per year and per individual transaction (in the case of multi-year transactions, the value for each year shall be calculated by dividing the total amount by the number of years) and (b) with no limits in terms of amount, the use of current accounts, collections and payments, transfer of trade receivables and tax credits; declarations to public administrations;

(ii) with joint signatory power with director Massimo Bareato: all powers of ordinary and extraordinary administration without any limits in terms of amount

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in compliance with ANAC guidelines and the GDPR, and with ISO 27001, ISO 27017 and ISO 27018 certification.

  • Training activities on the regulations set out in Legislative Decree 231/01 have been launched for both management and employees.
  • Italware S.r.l. has confirmed its UNI ISO37001 certification for "Management systems for the prevention of corruption" following an audit by the certifying body.
  • UNI ISO37001 certification has been extended to all subsidiaries.
  • A whistleblowing system compliant with Italian Legislative Decree 24/2023 has been established and is accessible via the intranet.
  • Organisational Model 231 has been upgraded, with an update to the disciplinary system and mandatory training for employees and managers.
  • The continuous updating and improvement of company procedures has been strengthened, including: the staff selection procedure, supplier qualification and selection procedure, code of conduct for suppliers, human rights policy, procedure for managing the risks of money laundering, receiving stolen goods and the use of money or goods of illegal origin, procedures for the selection and contracting of commercial partners (ATI/RTI), regulation of information and financial flows, financial flow procedure, passive cycle procedure, private active cycle procedure, staff training and development procedure, tender procedures. The corporate procedural framework is adopted by all Group companies.
  • An organisational structure (organisation chart) has been drawn up on the basis of the segregation of duty principle, with responsibilities and activities divided among several people in order to reduce the risk of fraud, errors or conflicts of interest.
  • Italware S.r.l. has brought an action for liability against Mr Massimo Rossi, former sole director of Italware and former chairman and CEO of Digital Value, who no longer holds any position within the Group as of 16 October 2024.
  • Digital Value S.p.A. and Italware S.r.L. have sanctioned Mr Massimo Rossi for negligence as the person responsible for MOG 231 with the maximum applicable penalty of five times his monthly remuneration.

  • With a view to strengthening control measures and in compliance with the selfcleaning measures described above, Italware S.r.l., ITD Solutions S.p.A., Infordata S.p.A. and Eurolink S.r.l. have appointed a three-member Oversight Committee to replace the previous single-member system.
  • Dimira S.r.l. has introduced a code of ethics and organisational model pursuant to Legislative Decree no. 231 with the appointment of a three-member Oversight Committee.

Considering the above, the Group believes that it is operating in a formally and substantially different manner from the past, as it has adopted and continues to implement significant measures to distance itself from Mr Rossi's actions, as well as all those measures that are legitimately within the powers of the Company, based on current legislation.

It should also be noted that, based on the communications received by the Company in compliance with applicable regulations, it has become aware of the following events: (i) Mr Massimo Rossi donated to Ms Carla Rossi the right of usufruct over all the shares in Rossi S.r.l.; the latter holds [88.178]% of the shares in DV Holding S.p.A., which holds a 61.305% stake in the share capital of Digital Value S.p.A.; (ii) subsequently, Ms Carla Rossi donated, free of charge, to Mr Giulio Violati, the aforementioned right of usufruct over all the shares in Rossi S.r.l.; (iii) DV Holding S.p.A. subsequently granted Prof. Massimo Zaccheo, free of charge, a mandate to exercise the voting rights relating to the entire stake held by DV Holding S.p.A. in Digital Value S.p.A., in the absence of specific instructions from the principal.

On the date of this report, shareholders who, according to the shareholders' book, supplemented by the communications received pursuant to article 120 TUF and other information available to the Company, directly or indirectly hold more than 5% (as defined by Law 21/2024, the Capital Law) of the share capital of Digital Value are listed in the table below.

Declarant Direct shareholder Title % share
capital
Violati DV Holding Ownership without entitlement 61.305%
Giulio S.p.A. to vote (*)
Zaccheo Zaccheo Mandate on behalf of DV 61.305%
Massimo Massimo HOLDING S.p.A.

(*) Following the transfer, free of charge, to Massimo Zaccheo of a mandate to exercise the voting rights relating to the entire stake held by DV Holding S.p.A. in Digital Value S.p.A., in the absence of specific instructions from the principal.

Consequently, a situation of substantial discontinuity in terms of corporate governance emerges compared to the past, both with regard to corporate offices and management powers, and with regard to ownership structures and, in particular, the voting rights attributable to DV Holding S.p.A. exercisable by Prof. Massimo Zaccheo, as well as with regard to operational, commercial and financial controls and internal organisational procedures. On this basis, the Group believes that it has fully complied with its self-cleaning obligations in accordance with article 96 of Legislative Decree 36/2023 and that, consequently, the necessary conditions to continue its activities with the Public Administration and, where applicable, with CONSIP, exist.

The measures adopted by the Company have been reviewed by CONSIP - with which the Group has had frequent discussions within the framework of the proceedings pending in relation to the award of tender edition 7 - ID 2738 - which has ordered an extension of the ongoing investigation until 30 April 2025, also and primarily as a result of the information and constant updates provided by the Group (most recently on 16 April 2025). Following its proceedings, CONSIP assessed the reasons given by the Company to confirm the awarding of the tenders in its favour, as well as the adequacy and sufficiency of the self-cleaning measures adopted by the Group and, consequently, expressed its opinion on the possibility for the Group to continue participating in public tenders launched by CONSIP, confirming the contracts currently in place and considering the economic operator to be reliable.

CONSIP has also requested that, every six months from the date on which the respective agreement is signed, it be provided with information and documents demonstrating that the self-cleaning measures currently in place are being maintained, as with updates on any changes in the ownership structure and control chain of Digital Value. The Company closely and continuously monitors the CONSIP procedure and will be implementing the most appropriate measures, including those of a strategic nature, in relation to developments in the procedure (see also the sections on Risks and the section on the Business outlook).

It should be noted that revenues attributable to CONSIP public contracts as at 31 December 2024 amounted to approximately 22% of the Group's total revenues. It should also be noted that revenues attributable to the public sector as at 31 December 2024 amounted to approximately 58% of the Group's total revenues and are not, therefore, entirely attributable to CONSIP tenders.

Furthermore, 42% of the Group's total revenues as at 31 December 2024 relate to relationships with private customers (other than the Public Administration).

For the sake of completeness, it should be noted that on 28 March 2025, the Company received a termination notice issued by the Ministry of Defence on framework agreement no. 800, with a total value of Euro 180 million, in relation to which acts of adhesion amounting to approximately Euro 20 million had been entered into. As highlighted in the press release issued by the Company on the same date, the framework agreement did not impose any obligation on customers to purchase products and services and, due to its nature, had not been included in the Company's budget. The provision also entails a fiveyear exclusion of Italware S.r.l. from tenders called by the Directorate for Information Technology and Advanced Technologies, without prejudice to participation in open procedures. Italware S.r.l. has instructed its lawyers to prepare an appeal before the courts holding jurisdiction, considering the provision to be flawed and lacking in substance.

As stated above, on 15 October 2024, Digital Value was informed that it was under investigation pursuant to Legislative Decree no. 231/2001, together with its subsidiaries ITD Solutions S.p.A., Italware S.r.l. and Dimira S.r.l., in relation to alleged acts of corruption attributed to its former Chairman and Chief Executive Officer.

The proceedings are still ongoing and the Company has not been subject to any precautionary measures nor has it received any further communications or notifications.

In abstract terms, if criminal proceedings were to be brought and the Group Company found liable in the proceedings for administrative offences related to the criminal offences currently under investigation, the administrative penalties envisaged by article 9 of Legislative Decree no. 231/2001 could be imposed on the Group Company and the price of or profit from the offence could also be confiscated.

These administrative penalties could be financial and/or prohibitive (ban on carrying out activities, suspension or revocation of authorisations, licences or concessions, ban on entering into contracts with the public administration, exclusion from benefits, financing, contributions or subsidies, ban on advertising goods or services).

It should be noted that, although the proceedings are still in the investigation stages, Digital Value has adopted the self-cleaning measures described above, also with a view to mitigating the risk of disciplinary sanctions, regarding its own Organisational Model and that of its subsidiaries, and has already set aside the sums necessary to

cover any damages and place any profits from the offence at the disposal of the Judicial Authorities.

Main risks and uncertainties related to the Group's activity

The products and services marketed by the Group must comply with quality standards envisaged by current legislation and highlighted in the technical specifications accompanying the products for the purposes of the relative marketing and participation in any tenders for the relative supplies. Some of the contracts entered into by Group companies require that the services and products offered be completed and delivered in compliance with the timeframes and technical specifications indicated by customers, envisaging the payment of penalties by Group companies in the event of non-compliance with the contractual terms and deadlines. The application of penalties, the obligation to pay compensation for any damages, as well as for any delays in the completion of the service and/or delivery of the products, could negatively affect the Group's equity, economic and financial situation.

The infrastructural, application and integration solutions and services supplied to customers by Group companies may not meet the performance specifications envisaged in the supply contracts with the customers in terms of quality, timing and manner of performance. It should also be noted that the products and services purchased by the Group from its suppliers are covered by the supplier's legal warranties and, consequently, in the event of any defects and/or flaws in their quality, the supplier is contractually liable to the Group.

Furthermore, it cannot be ruled out that the Group may, in future, be unable to fulfil its contractual commitments precisely and/or on time, that customers may suffer damages or delays as a result of the Group's breach of contract and/or that any malfunctions or technical defects of the products sold by the Group may cause accidents and/or injuries, resulting in damage to persons or property. Should the Group be found liable and/or co-responsible for such breaches of contract, accidents or incidents, the Group could be called upon to pay compensation for damages caused to persons or property, with consequent negative effects on the Group's equity, economic and financial situation. Lastly, this circumstance could also lead to reputational damage, with further negative effects on the Group's equity, economic and financial situation.

Risks related to the general state of the economy and to the evolution of interest rates and inflation.

The Group's equity, economic and financial situation is influenced by various factors, such as the trend of the Gross Domestic Product of the individual countries in which it operates, the level of

business confidence, interest rate trends, inflation, the cost of raw materials, the unemployment rate, the ease of access to credit and the evolution of exchange rates (e.g.: Euro / Usd).

The introduction of trade tariffs could affect purchase costs and negatively impact the Group's economic, equity and financial position.

Risks related to the concentration of revenues

A significant part of the Group's revenues is concentrated on a small number of big customers, with which long-term relationships exist.

A significant portion of the Group's consolidated revenues comes from public tenders and, specifically, from framework agreements with the Italian Public Administration Purchasing Centre (Consip). Revenues attributable to CONSIP public agreements as at 31 December 2024 amounted to approximately 22% of the Group's total revenues. It should also be noted that revenues attributable to the public sector as at 31 December 2024 amounted to approximately 58% of the Group's total revenues and are not, therefore, entirely attributable to CONSIP tenders. Furthermore, 42% of the Group's total revenues as at 31 December 2024 relate to relationships with private customers (other than the Public Administration).

As shown above, the self-cleaning measures adopted by the Company following the events that occurred in October 2024 - for which some Group companies are under investigation pursuant to Legislative Decree 231/2001 - have been reviewed by CONSIP, which has extended the ongoing investigation until 30 April 2025. Following its proceedings, CONSIP assessed the reasons given by the Company to confirm the awarding of the tender in its favour, as well as the adequacy and sufficiency of the self-cleaning measures adopted by the Group and, consequently, expressed its opinion on the possibility for the Group to continue participating in public tenders launched by CONSIP, confirming the contracts currently in place and considering the economic operator to be reliable.

The foreseeable evolution of operations is therefore also influenced by decisions made by Consip as part of a strategy aimed at identifying and establishing relationships with new customers, obtaining new contracts and/or winning new orders.

Any different decisions by CONSIP and/or other tendering stations will result in a possible decline in turnover. As a result, the Company may take appropriate mitigation measures aimed at gradually reducing fixed costs and investments, as well as carefully controlling variable costs closely related

to revenues. Actions may also be taken to control working capital in order to minimise the impact on treasury and further mitigation measures may be implemented, focusing commercial activities on different industrial and vertical market sectors and leveraging technical expertise and local presence.

The ongoing and constant review and updating of partnerships with key technology vendors will continue, and these may also be subject to change following any decisions by CONSIP and/or other tendering authorities.

The success of this strategy and the economic terms of new contracts and/or orders, together with macroeconomic conditions and the persistence of the risks described above, may affect the Group's turnover.

Risks related to product liability

The Group's products and services do not have a high intrinsic safety risk. The Group's keen focus on product quality and safety has made it possible to avoid any kind of accident caused by product defects in the past. Nevertheless, accidents of this nature cannot be excluded a priori but they are covered by the manufacturer's warranty. In order to mitigate the risk of liability claims arising following the malfunctioning of its products, the Group has taken out insurance policies.

Risks related to supplier relations

Faced with the possibility that a supplier may cause an economic and operating loss by failing to fulfil its contractual obligations, the Group takes direct action against those suppliers deemed strategic and through a careful purchasing policy, aimed at guaranteeing alternative sources of supply.

The deterioration of relations with key technology vendors and/or technology distributors, following any different decisions by CONSIP and/or other tendering authorities or possible changes in macroeconomic conditions (e.g., EUR/USD exchange rates; introduction of trade tariffs) may affect the Group's economic and financial results.

Risks related to strong competition

The Group operates in highly competitive markets in terms of product quality, price, product reliability and customer service.

The Group's success will also depend on its ability to maintain and increase market shares in all its business areas.

Risks related to working capital requirements at specific times during the year

The Group is exposed to risks related to working capital requirements at certain times during the business year as a result of the performance of the Group's core business. Significant future increases in working capital requirements cannot be excluded due to unforeseeable events.

A greater financial requirement linked to the performance of ordinary activities is generated at specific times during the year, which determines an increase in the need for net working capital, which the Group meets by drawing on its own net financial resources, as well as certain external credit lines if necessary (mainly uncommitted).

In addition, any different decisions by CONSIP and/or other tendering authorities, or by certain technology vendors, would have a negative impact on the Group's working capital, with the consequent need to introduce cost mitigation measures and manage relations with suppliers, as well as strengthening control over the collection of trade receivables.

Any reduction in uncommitted external credit lines could have a negative impact on working capital management, leading to the implementation of risk reduction measures through a possible review of relations with suppliers and tighter measures for the recovery and collection of trade receivables.

Risks related to compliance with environmental regulations and climate effects

The Group believes it conducts its business in compliance with environmental protection regulations and is constantly committed to operating in a responsible manner and with a view to limiting any potential climate impacts..

Risks related to compliance with occupational safety regulations

The Group undertakes to pursue safety in the processing, handling, movement and storage of the technologies used, as a strategic aim for the protection of workers' health, protection of the environment, prevention of major accident risks and the containment of their potential effects.

To this end, the Group is committed to developing, maintaining and applying an Occupational Health and Safety Management System with the aim of preventing

major accident hazards, which corresponds to legal criteria and the production and safety requirements of the processes, with reference to the following principles:

  • scrupulously comply, in substance and in principle, with all applicable laws and regulations concerning prevention and the protection of workers within the scope of the activities performed;
  • pursue continuous improvement for the control and reduction of the risk of accidents, constantly using appropriate production, organisational and procedural technologies and providing adequate human and economic resources;
  • guarantee the highest level of protection for people and the environment by adopting appropriate organisational, technical and management systems that also make it possible to meet quality and profitability targets;
  • consider risk prevention as an essential element that the company must pursue, at all stages of processing, for the safety of workers and external stakeholders;
  • involve workers at all levels, also through their safety representatives, listening to their opinion on the issues that are addressed on a case-by-case basis, inform, train and make them aware so that they can perform their duties safely and responsibly;
  • review the detailed risk assessment every time a significant change is introduced into the Group's process and/or organisation.

Risks related to the outcome of ongoing litigation

The assessments made by the Directors, with regard to proceedings and litigation, whether active or passive, and particularly for the determination of allocations to special provisions for risks and bad debts, are based on their best knowledge at the time the financial statements were drawn up.

As stated above, on 15 October 2024, Digital Value was informed that it was under investigation pursuant to Legislative Decree no. 231/2001, together with its subsidiaries ITD Solutions S.p.A., Italware S.r.l. and Dimira S.r.l., in relation to alleged acts of corruption attributed to its former Chairman and Chief Executive Officer.

The proceedings are still ongoing and the Company has not been subject to any precautionary measures nor has it received any further communications or notifications.

In abstract terms, if criminal proceedings were to be brought and the Group Company found liable in the proceedings for administrative offences related to the criminal offences currently under investigation, the administrative penalties envisaged by

article 9 of Legislative Decree no. 231/2001 could be imposed on the Group Company and the price of or profit from the offence could also be confiscated.

These administrative penalties could be financial and/or prohibitive (ban on carrying out activities, suspension or revocation of authorisations, licences or concessions, ban on entering into contracts with the public administration, exclusion from benefits, financing, contributions or subsidies, ban on advertising goods or services).

It should be noted that, although the proceedings are still in the investigation stages, Digital Value has adopted the self-cleaning measures described above, also with a view to mitigating the risk of disciplinary sanctions, regarding its own Organisational Model and that of its subsidiaries, and has already set aside the sums necessary to cover any damages and place any profits from the offence at the disposal of the Judicial Authorities.

With reference to the contract for the sale of Italtel shares dated 30 July 2024, the counterparty, by writ of summons served on 8 November, requested its enforcement pursuant to article 2932 of the Italian Civil Code, setting the hearing date for 18 March 2025, which was then routinely postponed to 13 May 2025.

Russia – Ukraine / Israel - Palestine Conflicts

With reference to the conflicts between the Russian Federation and Ukraine, and between Israel and Palestine, and their potential impact on the Company's business, while carefully considering the impact that they could have on the Issuer's ability to continue as a going concern, the directors currently consider the risk to be "not significant". While it is theoretically true that a deterioration of the conflicts could negatively affect the flow of imported supplies, it is also true that - at the moment - the evolution of the crisis is not easily foreseeable and, therefore, there is no reason to reasonably foresee a significant risk of negative impact on the Company's business. In any case, it should be noted that the Group's target customers do not include parties directly or indirectly affected by the sanctions imposed on the nations involved in the conflicts by the International Community.

Insurance policies

In the interest of all Group companies, Digital Value S.p.A., under the supervision of the subsidiary DV Broker, and through its Subsidiaries, has taken out policies with leading insurance companies to cover risks that may affect persons and property, as well as third party liability risks. Risk management through insurance policies

is usually guided by an analysis of the probability of the damaging event occurring and the resulting financial impact, in order to optimise coverage. The analysis and insurance coverage of the risks borne by the Group is carried out in collaboration with DV Broker and a specialised Operator, which guarantees this activity through its international organisation, as well as the management of any claims. In short, the following risks are covered: third party liability, product liability, directors' liability, fire-all risks. Additional insurance has been taken out locally to cover specific needs dictated by local legislation or collective labour agreements.

Further disclosures

Incentive plans for Directors and employees of the Company

The Group has reached individual agreements with the employees concerned (Executives, Middle Managers and Managerial office staff) on an individual incentive remuneration plan linked to specific quantitative and qualitative results to be monitored on an annual basis.

Using financial instruments

The effectiveness of the hedging of these instruments was verified at year-end, as required by IAS-IFRS. It should be noted that the Group did not carry out any speculative transactions relating to financial risks associated with fluctuations in interest rates, exchange rates and commodity prices through financial instruments and/or derivatives during the year, nor were any such transactions outstanding at the end of the period.

Atypical or unusual transactions

The Group did not implement any atypical or unusual transactions during the year.

Treasury shares and stocks / shares in parent companies

At 31 December 2024, the Company holds 33,908 treasury shares representing 0.33% of the share capital, in partial implementation of the resolutions passed at the Ordinary Shareholders' Meetings held on 30 April 2021, 29 April 2022, 3 May 2023 and 5 June 2024, as a useful strategic investment opportunity for any purpose permitted by current provisions, including the purposes contemplated by art. 5 of Regulation (EU) 596/2014 (Market Abuse Regulation, "MAR") and in the practices permitted under art. 13 MAR.

The share purchase transactions within the scope of the programme took place in the manner and within the operating limits envisaged by the aforementioned shareholders' resolution, art.

5 MAR, art. 3 of the Commission Delegated Regulation (EU) 1052/2016 of 8 March 2016 and the applicable general and sector-specific regulations;

  • the purchases will concern a maximum number of 100,000 ordinary shares of the Company, with no indication of par value, for a maximum countervalue of Euro 10,000,000.00;
  • purchases will be made at a consideration that is not higher than the highest price between the price of the last independent transaction and the price of the highest current independent offer on the trading floors where the purchase is made, on the understanding that the per-unit consideration cannot be below a minimum of 20% or above a maximum of 10% with respect to the arithmetic average of the official prices recorded by Company stock on Euro Next Growth Milan in the ten trading days prior to each individual purchase transaction;
  • purchases will be made in volumes not exceeding 25% of the average daily volume of DV shares on the trading venue where the purchase is made, calculated on the basis of the average daily trading volume over the 20 trading days preceding the purchase date;
  • the purchase programme may be implemented within 18 months from the date of the shareholders' resolution of 5 June 2024.

Secondary offices

Milan, via Galilei 7 Naples, Management Centre, isola D4 Prato, via Rimini 5 Bologna, via del Lavoro 57 Florence, via Bonifacio Lupi 14 Falconara Marittima, via G. Marconi 100 Rome, Via Riccardo Gigante, 4 Rome, Via di Tor Pagnotta, 86 Latina, P.zza Paolo VI, 3 Frosinone, P.zza Sandro Pertini snc. Rome, Viale Luigi Schiavonetti 290/b Vigonza (PD), Via Alfieri 34

Sustainability reporting

The Group is not required to report on sustainability for the year under review.

Significant events occurring after the end of the year

With reference to the business unit leased by the consolidated Digital Value Managed Services, discussions are underway with the Procedure aimed at defining a possible purchase of the unit or the termination of the existing contract. At this stage, there are no other significant matters to report.

With regard to the Consip proceedings, on 30 April 2025, the Company received four communications from Consip relating to tenders already awarded to the Digital Value Group for the supply of server technologies and related and optional services for public administrations and the granting of multi-brand software licences. The total amount of the various lots is approximately Euro 100 million.

Consip has announced that it has positively assessed the multiple self-cleaning measures promptly implemented by the Digital Value Group as described above and has reached a positive conclusion regarding the reliability of the Digital Value Group, confirming the validity of the above-mentioned awards and the continued professional suitability of the Group and its relationship of trust with Consip. As a result, it has ruled that there are currently no grounds for preventing the Digital Value Group from retaining its status as successful bidder3.

Following the measures announced by Consip, the Digital Value Group's activities with the public administration can continue in accordance with the Group's usual commercial policies and in line with its characteristic business. Furthermore,

3 Consip has also requested that, every six months from the date on which the respective agreement is signed, it be provided with information and documents demonstrating that the self-cleaning measures currently in place are being maintained, as with updates on any changes in the ownership structure and control chain of Digital Value.

the normalisation of relations with Consip allows for prospects for management development in economic and financial terms not dissimilar to the past.

In this context, the Company is considering the best financing options for the acquisition of 100% of the share capital of Italtel, the contract for which envisages a total consideration of Euro 120,000,000.00 for the purchase of the Italtel shares.

As indicated above, in relation to this transaction and following the postponement of the closing date, the counterparty requested the fulfilment of the agreement pursuant to article 2932 of the Italian Civil Code.

Following the measures announced by Consip on 30 April 2025 and the continuation of commercial relations with the public administration, on 8 May 2025, the Sellers and Digital Value jointly filed a request to postpone the hearing already scheduled for 13 May 2025 to 16 September 2025, pending negotiations aimed at an amicable settlement of the dispute between the parties.

The Company is confident that, in light of the circumstances arising from the aforementioned communications from Consip, the conditions for the feasibility and implementation of the transaction remain in place and that it will therefore be possible to reach a settlement of the aforementioned dispute, thereby avoiding any unfavourable outcomes of the proceedings.

Business outlook

Following the events that occurred in October 2024, the Company promptly embarked on a comprehensive self-cleaning process, adopting a range of measures to ensure distancing from said events, and is continuing to strengthen its corporate governance measures in accordance with current regulations, best market standards and strict ethical principles (for a detailed description, please see above).

The aforementioned self-cleaning measures adopted by the Company were reviewed by CONSIP, which, following the extension of the preliminary investigation requested until 30 April 2025, confirmed the awarding of the above-mentioned tenders. Following its proceedings, CONSIP assessed the reasons given by the Company to confirm the awarding of the tender in its favour, as well as the adequacy and sufficiency of the self-cleaning measures adopted by the Group and, consequently, expressed its opinion on the possibility for the Group to continue participating in public tenders launched by CONSIP, confirming the contracts currently in place and considering the economic operator to be reliable.

The foreseeable evolution of operations is therefore also influenced by decisions made by Consip as part of a strategy aimed at identifying and establishing relationships with new customers, obtaining new contracts and/or winning new orders.

Any different decisions by CONSIP and/or other contracting stations will result in a possible decline in turnover. As a result, the Company may take appropriate mitigation measures aimed at gradually reducing fixed costs and investments, as well as carefully controlling variable costs closely related to revenues. Actions may also be taken to control working capital in order to minimise the impact on treasury and further mitigation measures may be implemented, focusing commercial activities on different industrial and vertical market sectors and leveraging technical expertise and local presence.

The ongoing and constant review and updating of partnerships with key technology vendors and/or distributors will continue, and these may also be subject to change following any decisions by CONSIP and/or other tendering stations.

The success of this strategy and the economic terms of new contracts and/or orders, together with macroeconomic conditions and the persistence of the risks described above, may affect the Group's turnover during the year.

Over the coming months, the Digital Value Group intends to continue consolidating the Infordata Group, acquired in 2024, by launching integration and synergy plans aimed at improving fixed cost efficiency and the effectiveness of the joint commercial offering.

The negative evolution of exchange rates, mainly EUR/USD, as well as macroeconomic policies linked to the introduction of tariffs, may affect purchase costs and, consequently, the Group's profitability.

AUTHORISATION FOR PUBLICATION

This document will be published on 15 May 2025, upon the authorisation of the Chairman and Chief Executive Officer issued on 14 May 2025.

Rome, 14 May 2025

On behalf of the Board of Directors

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Financial Position

(€ thousands) Notes 31/12/2024 31/12/2023
Intangible assets 7.1.1 32,173 27,010
Tangible assets and Rights of use 7.1.2 65,413 82,524
Financial assets 7.1.3 448 283
Receivables for deferred tax assets 7.1.4 1,209 521
Non-current trade receivables 7.1.5 8,856 18,553
Total non-current assets 108,099 128,891
Inventory 7.2.1 195,961 220,490
Trade receivables 7.2.2 269,521 193,025
Tax receivables 7.2.3 47,100 29,606
Other assets 7.2.4 8,667 9,686
Cash and cash equivalents 7.2.5 112,382 148,047
Total current assets 633,631 600,854
Non-current assets held for sale 7.2.6 10,848 0
Total assets 7.3 752,578 729,745
Share capital 7.3 1,589 1,555
Share premium reserve 7.3 47,455 34,317
Other reserves 7.3 140,312 113,046
Result for the period 7.3 35,266 38,370
Total shareholders' equity attributable to the Group 7.3 224,623 187,288
Shareholders' equity attributable to minority 7.3 2,165 1,130
shareholders
Total shareholders' equity 7.3 226,788 188,418
Medium and long-term loans 7.4.1 45,533 61,089
Employee benefits 7.4.2 2,432 1,309
Trade payables 7.4.3 16,763 21,896
Provisions for risks and charges 7.4.4 4,125 1,783
Deferred tax liabilities 7.4.4 2 9
Total non-current liabilities 68,855 86,086
Short-term loans 7.5.1 54,684 39,950
Trade payables 7.5.2 367,748 403,184
Tax payables 7.5.3 11,257 4,838
Other liabilities 7.5.4 13,948 7,270
Total current liabilities 447,637 455,242
Liabilities relating to assets destined for sale 7.5.5 9,298 0
Total liabilities 525,790 541,327
Total shareholders' equity and liabilities 752,578 729,745

Consolidated Statement of Comprehensive Income

(€ thousands) Notes 31/12/2024 31/12/2023
Revenues 7.6.1 814,670 846,482
Other income 7.6.1 1,135 910
Total revenues 815,805 847,391
Consumable materials and goods 7.7.1 (492,864) (556,152)
Change in inventory 7.7.1 (37,926) (14,434)
Costs for services and for the use of third-party of 7.7.2 (163,816) (161,676)
goods
Personnel costs
7.7.3 (28,718) (24,969)
Other operating costs (2,048) (731)
Amortisation, depreciation and write-downs (33,915) (29,523)
Total operating costs (759,287) (787,484)
Operating result 56,518 59,907
Financial income 7.8 1,554 1,480
Financial expenses 7.8 (5,903) (5,932)
Profit before taxes
Income taxes
7.9.1 52,168
(17,039)
55,455
(16,874)
Earnings from continued assets 35,129 38,581
Earnings from assets destined for sale 491 0
Period earnings 35,621 38,581
of which:
Profit attributable to minority interests
354 211
Profit attributable to the Group 35,266 38,370
Earnings per share -
basic
7.3 3.48 3.85
Earnings per share -
diluted
7.3 3.48 3.85
Profit/(loss) for the year (A) 35,621 38,581
Other income components that will not be
reflected in the income statement in
subsequent periods:
Actuarial gains/(losses) on employee benefits (56) 33
Total other comprehensive profit/(loss) not
subsequently reclassified to the (56) 33
income statement (B1)
Other income components that will be
recognised in the income statement in
subsequent periods:
Profit/(loss) from cash flow hedges (20)
(109)

Total
other
comprehensive
profit/(loss)
subsequently
reclassified
to
the
income
statement, net of the tax effect (B2) (20)
(109)
Total other comprehensive profit/(loss), net of the
tax effect (B)=(B1)+(B2)
(36)
(76)
Total comprehensive profit/(loss)(A)+(B)
of which:
35,585 38,505
Comprehensive profit attributable to non
controlling interests
354 211
Comprehensive profit attributable to the Group 35,231 38,294

Statement of Changes in Consolidated Shareholders' Equity

(Euro thousands) Share
capital
Share
premium
reserve
Other
reserv
es
Result for
the year
Shareholder
s' equity
attributable
to the
Group
Shareholde
rs' equity
attributabl
e to non
controlling
interests
Total
shareholde
rs' equity
At 31/12/2022 1,555 34,317 87,041 33,949 156,863 919 157,782
Allocation of profit/loss 2022 0 0 33,949 -33,949 0 0 0
Distribution of dividends 0 0 -8,474 0 -8,474 0 -8,474
Purchase of treasury shares 0 0 -304 0 -304 0 -304
Stock options 0 0 909 0 909 0 909
Period earnings 0 0 0 38,370 38,370 211 38,581
Total changes before other
comprehensive income
statement components
0 0 26,080 4,421 30,501 211 30,712
Cash flow hedge 0 0 -109 0 -109 0 -109
Actuarial valuation IAS 19 0 0 33 0 33 0 33
Total changes in the comprehensive
income statement
0 0 -76 0 -76 0 -76
At 31/12/2023 1,555 34,317 113,046 38,370 187,288 1,130 188,418
Allocation of profit/loss 2023 0 0 38,370 -38,370 0 0 0
Capital increases 34 13,138 -11 0 13,161 0 13,161
Change in the scope of
consolidation
0 0 0 0 0 681 681
Distribution of dividends -9,417 0 -9,417 0 -9,417
Change in treasury shares 0 0 -764 0 -764 0 -764
Stock options 0 0 -876 0 -876 0 -876
Period earnings 0 0 0 35,266 35,266 354 35,621
Total changes before other
comprehensive income
statement components
34 13,138 27,302 -3,104 37,370 1,035 38,406
Cash flow hedge 0 0 20 0 20 0 20
Actuarial valuation IAS 19 0 0 -56 0 -56 0 -56
Total changes in the comprehensive
income
statement
0 0 -36 0 -36 0 -36
At 31/12/2024 1,589 47,455 140,312 35,266 224,623 2,165 226,788

Consolidated Cash Flow Statement prepared using the indirect method

(€ thousands) 31/12/2024 31/12/2023
REVENUE MANAGEMENT ACTIVITIES
Profit for the year before taxation 52,168 55,455
Net interest 4,350 4,597
Accrued for provisions for risks and charges 50 50
Accrued for severance pay 3,135 840
Adjustments for:
Depreciation and impairment of fixed assets 30,484 27,979
Capital (gains)losses 0 0
Other provisions and write-downs (writebacks) 1,083 1,348
Changes in assets and liabilities
Trade receivables (66,799) (48,715)
Inventories and job orders in progress 24,528 14,434
Other operating assets (7,405) (1,173)
Trade payables (41,118) 41,979
Other operating expenses 1,276 (2,630)
on Employee Severance Indemnities 2,012 737
Provisions for risks and charges 4,632 284
Taxes paid (9,169) (14,133)
Interest paid (4,350) (4,597)
Cash flow from operating assets (5,122) 76,455
INVESTMENT ACTIVITIES
Purchase of tangible assets (13,272) (57,321)
Sales of tangible assets 1,788 0
Purchase of intangible assets (7,068) (235)
Sales of intangible assets 17 0
Impact of change in the scope of consolidation (17,624) 0
Other (165) (3)
Cash flow from investment activities (36,324) (57,559)
LENDING ACTIVITY
Change in reserves 11,532 0
Payment of Dividends (9,417) (8,474)
New medium to long-term loans 0 30,000
Repayment of medium to long-term loans (574) (23,315)
New shareholder loans 0 0
New loans to others 0 21,186
Repayment of other loans (249) (4,892)
Cash flow from lending activity 1,292 14,505
TOTAL CASH FLOW FOR THE PERIOD (40,154) 33,402
OPENING CASH AND CASH EQUIVALENTS 148,047 114,645
CASH AND CASH EQUIVALENTS FOLLOWING THE CHANGE IN 4,489 0
THE SCOPE OF CONSOLIDATION
CLOSING CASH AND CASH EQUIVALENTS 112,382 148,047

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL REPORT AT 31 December 2024

1. STRUCTURE AND CONTENT OF THE CONSOLIDATED FINANCIAL REPORT

The consolidated financial report at 31 December 2024 has been prepared in accordance with the valuation and measurement criteria set out in the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission.

The reporting date of the consolidated financial report coincides with the end of the business year of the Parent Company and its subsidiaries. The functional currency of the Parent Company and of presentation of the consolidated financial report is the Euro. The statements and tables contained in these notes are presented in Euro thousands.

The Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Statement of Changes in Shareholders' Equity, and the amounts shown in the Notes to the Financial Statements are presented in Euro thousands.

The Financial Statements at 31 December 2024 have been prepared in accordance with IAS/IFRS and the related interpretative standards (SIC/IFRIC) endorsed by the European Commission in force at that date.

Directive 2004/109/EC (the "Transparency Directive") and Delegated Regulation (EU) 2019/815 introduced the obligation for issuers of securities listed on regulated markets in the European Union to prepare their annual financial reports in XHTML, based on the ESEF (European Single Electronic Format), approved by ESMA.

Reference is also made to the interpretative and supporting documents for the application of the accounting standards issued by the Italian international regulatory and supervisory bodies and by the standard setters, which were also considered in the preparation of these Financial Statements, where applicable, and include:

  • ESMA's Public Statement of 25 October 2023 "European common enforcement priorities for 2023 annual financial reports", which reiterates, among other things, certain recommendations already contained in its previous Public Statement published in October 2022; specifically, in the preparation of financial statements and in the disclosures made, payment of particular attention is requested in relation to:
  • climate aspects and consistency between the information contained in the financial statements and non-financial information, to the accounting of emission allowances (ETS) and certificates relating to renewable energy and to the climate-related impairment test process;

  • the impact of the current macroeconomic environment on refinancing and other financial risks, as well as the process of determining fair value and related disclosure;
  • alternative performance indicators.
  • Discussion paper no. 1/2022 "Impairment test of non-financial assets (IAS 36) following the war in Ukraine" published on 29 June 2022 by the Organismo Italiano di Valutazione ("OIV"), which incorporates the contents of ESMA's Public Statement of 13 May 2022 (the subject of Consob's 19 May 2022 Call for Attention) and provides operational guidance for dealing with the uncertainty of the current situation within the context of the possible exercise of the impairment test.

2. AREA OF CONSOLIDATION

The Consolidated Financial Statements include the financial statements of the Parent Company Digital Value S.p.A. and of the companies over which the Company has the right to directly or indirectly exercise control as defined by IFRS 10 "Consolidated Financial Statements". All three of the following elements exist for the purpose of assessing the existence of control:

  • power over the company;
  • exposure to the risk or rights arising from the variable returns linked to its involvement;
  • ability to influence the company to such an extent as to affect the results (positive or negative) for the investor (correlation between power and exposure to risks and benefits).

Control may be exercised either by virtue of the direct or indirect ownership of a majority of the voting shares, or by virtue of contractual or legal agreements, also irrespective of shareholder relationships. In assessing these rights, the ability to exercise them and to abstain from actually exercising them are considered, and all potential voting rights are taken into account.

Digital Value S.p.A. is controlled by DV Holding S.p.A., with registered office in Rome, notwithstanding the above provisions regarding the mandate granted free of charge to Prof. Massimo Zaccheo to exercise the voting rights relating to the entire stake held by DV Holding S.p.A. It is not subject to management and coordination by the latter, nor does it have any commercial relations with it.

Digital Value S.p.A., which directly holds the controlling interests in ITD Solutions S.p.A., Italware S.r.l., Dimira S.r.l, TT Tecnosistemi S.p.A., Digital Value Managed Services S.r.l, DV Broker S.r.l., Digital Value Cyber Security S.r.l., Infordata S.p.A., and indirectly in Italware Services S.r.l., Eurolink S.r.l., Technis Blu S.p.A. and IDGFAB S.r.l., prepares consolidated financial statements as required by the reference legislation.

TT Tecnosistemi S.p.A. has been consolidated on a line-by-line basis since November 2021, when 51% of its share capital was initially acquired. An additional 19% was acquired in the first half of 2022 and, finally, the remaining 30% was acquired in June 2024.

On 26 September 2024, Digital Value acquired 100% of the share capital of Infordata S.p.A. ("Infordata") with registered office in Latina (LT), which holds controlling shares in Eurolink S.r.l. (100%) and Technis Blu S.p.A. (78.8%).

The Companies included in the scope of consolidation are shown below:

Consolidated Companies Registered
Office
% held
directly
% held
indirectl
y
Method of
consolidation
Digital Value S.p.A. Rome CONSOLIDATING
COMPANY
ITD Solutions S.p.A. Milan 100% Line-by-line
Italware S.r.l. Rome 100% Line-by-line
Italware Services S.r.l. Milan 80% Line-by-line
Dimira S.r.l. Rome 51% Line-by-line
TT Tecnosistemi S.p.A. Prato 100% Line-by-line
Digital Value Cyber Security S.r.l. Prato 51% Line-by-line
Digital Value Managed services S.r.l. Rome 100% Line-by-line
DV Broker S.r.l. Rome 70% Line-by-line
Infordata S.p.A. Latina 100% Line-by-line
Eurolink S.r.l. Frosinone 100% Line-by-line
Technis S.p.A. Rome 78.78% Line-by-line
IDGFAB s.r.l. Vigonza (PD) 51% Line-by-line

3. CONSOLIDATION CRITERIA AND TECHNIQUES

These consolidated financial statements have been prepared in accordance with the IAS-IFRS in force at 31 December 2024 as adopted by the European Union, and with the measures issued in implementation of article 9 of Legislative Decree no. 38/2005. IAS-IFRS also includes all the reviewed International Accounting Standards (IAS) and all the interpretations issued by the IFRS Interpretation Committee (formerly IFRIC), previously known as SIC. The rules of national legislation implementing EU Directive 2013/34 also apply, insofar as they are compatible, to companies that prepare financial statements in accordance with IAS-IFRS. Consequently, the financial statements incorporate the relevant provisions of the articles of the Italian Civil Code and the corresponding provisions of the Consolidated Law on Financial Intermediation for listed companies on Reports on Operations, Statutory Audits and the Publication of Financial Statements, insofar as applicable. The consolidated financial statements and related notes also include the details and additional information required by the articles of the Italian Civil Code on financial statements, insofar as they do not conflict with the provisions of IAS-IFRS, and also by other Consob rules and regulations on financial statements.

The financial statements have been prepared on the assumption that the Group will continue to operate as a going concern. The Group has assessed that, despite the general economic and financial environment characterised

by the effects of the Russia-Ukraine / Israel-Palestine conflicts, there are no significant uncertainties regarding the Group's ability to continue operating as a going concern, thanks to its financial structure and the expected evolution of its business, as illustrated in the "Report on Operations".

In the valuation of the asset entries in the consolidated financial statements, the Group adopts the cost principle, with the exception of financial derivatives and financial assets, which are valued according to the fair value principle.

The presentation currency used in the consolidated financial statements is the Euro, the functional currency of the parent company. All amounts in the financial statements and notes are rounded to the nearest euro unit unless otherwise indicated.

The consolidated financial statements consist of the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity and the consolidated cash flow statement as well as the notes to the financial statements for the year ended 31 December 2023.

With regard to the presentation of the financial statements, the Group has made the following choices:

  • for the Statement of Financial Position, current and non-current assets and current and non-current liabilities are presented separately. Current Assets, which include cash and cash equivalents, are those that are intended to be realised, sold or consumed in the Group's normal operating cycle; Current Liabilities are those that are expected to be settled in the Group's normal operating cycle or in the twelve months following the end of the period;
  • for the Statement of Income, the analysis of costs is based on their nature, as this form of presentation is considered more suitable to represent
  • the specific business of the Company and complies with internal reporting methods and is in line with industry practice;
  • for the Statement of Comprehensive Income, the Group has chosen to present two statements: the first shows the traditional components of the income statement with the result for the period, while the second, starting from this result, details the other components, i.e. (i) changes in fair value on financial derivatives designated in hedge accounting, and (ii) the effects of remeasuring defined benefit plans;
  • for the Cash Flow Statement, cash flows from operating assets have been presented according to the "indirect method".

The main consolidation criteria adopted are the following:

  • subsidiaries are consolidated on a full line-by-line basis;
  • where necessary, adjustments are made to the financial statements of subsidiaries to align the accounting standards used with those adopted by the Group;

  • the assets and liabilities, expenses and income of the companies consolidated on a line-by-line basis are fully included in the consolidated financial statements; the book value of equity investments is eliminated against the corresponding fraction of the investee companies' shareholders' equity. Any residual difference, if positive, is recognised as "Goodwill" under assets, and if negative, in the income statement. Goodwill is determined as the excess of: the sum of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree, the fair value, at the acquisition date, of previously held equity interests in the acquiree, and the net fair value of identifiable assets and liabilities at the acquisition date. If the difference is negative, it is recognised directly in the income statement. If the initial recognition of a business combination can only be determined provisionally, adjustments to the values allocated are recognised within 12 months of the purchase date (valuation period).
  • If a business combination is realised in stages with successive share purchases, the fair value of the previously held equity interest must be recalculated at each transaction and any difference recognised as a gain or loss in the income statement. Share purchases subsequent to taking control do not result in a restatement of identifiable assets and liabilities. The difference between the cost and the portion of equity acquired is recognised as a change in Group equity. Transactions that result in a decrease in the percentage of ownership interest, without loss of control, are treated as disposals to non-controlling interests and the difference between the portion of interest disposed of and the price paid is recorded as a change in Group equity.
  • the balances of receivables and payables, as well as the economic effects of intragroup economic transactions and dividends declared by consolidated companies have been fully eliminated. No unrealised gains or losses have been recognised in the consolidated financial statements for the Group as a whole as they arise from intra-group transactions. The portions of shareholders' equity and the period results of minority shareholders are shown separately in the consolidated shareholders' equity and income statement.

4. ACCOUNTING STANDARDS AND VALUATION CRITERIA

The preparation of the financial statements and related notes in accordance with IAS-IFRS requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the amount of revenues and costs in the reporting period. The estimates and assumptions used are based on experience and other factors considered relevant.

Consequently, the actual results may differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of any changes to them are reflected in the income statement in the period in which the estimate is reviewed if the review affects that period only, or in subsequent periods if the review affects both current and future periods.

For a better understanding of the Consolidated Financial Statements, the most significant estimates in the process of preparing the Consolidated Financial Statements are indicated below because they involve a high degree of reliance on subjective judgements, assumptions and estimates relating to matters that are by their nature uncertain. Changes in the conditions underlying the judgements and assumptions made could have a significant impact on subsequent results.

  • Valuation of receivables: trade receivables are adjusted by the relevant allowance for doubtful accounts to reflect their recoverable amount. Determining the amount of impairment requires the directors to make subjective judgements based on past experience for similar receivables or current and historical past due amounts, closing rates, losses and collections, and careful monitoring of credit quality.
  • Inventory valuation: inventories with obsolete characteristics are periodically assessed and written down if their net realisable value is lower than their book value. Write-downs are calculated on the basis of management's assumptions and estimates, resulting from its experience and from sales forecasts.
  • Valuation of deferred tax assets: the valuation of deferred tax assets the recovery of which in future years is considered highly likely - is based on expected taxable income in future years. The valuation of such expected taxable income depends on factors that could change over time and have significant effects on the valuation of deferred tax assets.
  • Income Taxes: the determination of the Group's tax liability requires the use of judgement by management with respect to transactions with uncertain tax implications on the balance sheet date.

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  • Impairment of intangible and tangible assets with a finite useful life: these assets are subject to impairment testing determine whether there has been a loss in value, which should be recognised through a write-down, when there are indications that it may be difficult to recover their net book value through use. Verification of the existence of the above indicators requires Directors to make subjective assessments based on information available within the Group and on the market, as well as on historical experience. Moreover, if it is determined that a potential reduction in value may have been generated, the Group proceeds to determine said value using appropriate evaluation techniques. The correct identification of elements indicating the existence of a potential impairment, as well as the estimates used to determine them depend on factors that may vary over time and are subject to uncertainties and the use of estimates (growth rates, rates of return on assets, economic-financial projections influenced by exogenous variables that cannot be controlled) which influence the valuations and estimates made by the Directors.
  • Valuation of intangible and tangible assets with a defined useful life: tangible and intangible assets with a defined useful life are amortised over the estimated useful life of the related assets. The useful economic life of assets is determined by the Directors at the moment of purchase; it is based on historical experience for similar assets, market conditions and advances regarding future events that could have an impact on the useful life. Consequently, the actual economic life may differ from the estimated useful life. The Group periodically assesses changes in technology and industry to update the remaining useful life. This periodic update could lead to a change in the amortisation period and consequently also in the amortisation rate for future years.
  • Pension plans: the current value of the liability for pension benefits depends on a number of factors that are determined by actuarial techniques using certain assumptions. The assumptions relate to the discount rate, the expected return on assets serving the plan, rates of future salary increases, and mortality and resignation rates. Any changes in the above assumptions could have a significant effect on the liability for pension benefits.
  • Valuation of provisions for risks: after consulting their legal and tax advisors and experts, the Directors establish a liability for litigation when they believe it is probable that a financial outlay will be incurred and when the amount of the resulting losses can be reasonably estimated. This estimate involves the adoption of assumptions that depend on factors that may change over time and could therefore have significant effects on the current estimates made by the Directors for the preparation of the Group's consolidated financial statements.

Determination of fair value: the fair value of certain financial assets that are not listed on active markets is determined using valuation techniques. The Group uses valuation techniques that use inputs that are directly or indirectly observable by the market on the balance sheet date, related to the assets being valued. Although we consider the estimates of these fair values to be reasonable, possible changes in the estimation factors on which the calculation of these values is based could lead to different valuations.

In preparing this Financial Report, the Board of Directors assessed the Group's ability to continue to operate as a going concern, contemplating the recoverability of assets and the settlement of liabilities in the normal course of business. In particular, the existence of the assumption that the Group is a going concern is confirmed by the 2025 budget and the 2026- 2027 extrapolation approved by the Board of Directors and by all the other information available on future developments, for a period of at least 12 months following the date of preparation of this Financial Report.

A description of the most significant accounting principles adopted for the preparation of the consolidated financial statements of the Parent Company Digital Value S.p.A. as of 31 December 2024 is given below.

INTANGIBLE ASSETS

Intangible assets are assets without identifiable physical substance that are controlled by the Group and are capable of producing future economic benefits, as well as goodwill when acquired for consideration.

Identifiability is defined with reference to the possibility to distinguish the intangible asset acquired from goodwill; this requirement is generally met when:

  • the intangible asset is attributable to a legal or contractual right, or
  • the asset is separable, i.e. it can be sold, transferred, leased or exchanged on its own or as an integral part of other assets; the control of the company consists in the power to enjoy the future economic benefits of the asset and the ability to restrict access to it to others.

Intangible assets are recorded at cost determined according to the criteria indicated for tangible assets.

Intangible assets with a defined useful life are systematically amortised over their useful life intended as the estimate of the period over which the assets will be used by the company; the recoverability of their book value is verified by adopting the criteria indicated under "Impairment of Assets".

Goodwill and other intangible assets, if any, with an indefinite useful life are not subject to amortisation; the recoverability of their book value is verified at least annually and always when events that imply a reduction in value occur.

Goodwill is an intangible asset with an undefined useful life, which arises from business combinations accounted for using the purchase method ('purchase method') where the acquisition cost exceeds the acquirer's share of the fair value of the assets and liabilities acquired. After initial recognition, goodwill is not subject to systematic amortisation but to a periodic impairment test. Consequently, its initial book value is adjusted to reflect any accumulated impairment losses, determined as described below. Goodwill is subject to an annual impairment test, or more frequently if there are indicators of impairment.

On the acquisition date, any emerging goodwill is allocated to each of the cash-generating units ("CGUs" that are expected to benefit from the synergistic effects of the acquisition. Any impairment is identified through assessments that take into account the ability of each CGU to produce cash flows to recover the portion of goodwill allocated to it. The impairment test reveals a loss of value for goodwill whenever the recoverable amount of the cash of the CGU to which goodwill is allocated is lower than its book value. This impairment is not reversed if the reasons for it cease to exist.

Other intangible assets have been amortised at 20%, estimating a useful life of five years, with the exception of licences, which are amortised over a useful life of three years.

The amortisation period and criteria for amortisation of intangible assets with a defined useful life are reviewed at the end of each financial year at least, and adjusted prospectively if necessary.

TANGIBLE ASSETS

Tangible assets are recorded at purchase price or production cost including directly attributable ancillary costs necessary to make the assets available for use. Tangible assets are systematically depreciated on a straight-line basis over their useful life, considered as the estimated period over which the asset will be used by the company. When the tangible asset is made up of several significant components with different useful lives, depreciation is applied to each component.

The value to be depreciated is represented by the book value reduced by the presumed net disposal value at the end of its useful life, if significant and reasonably determinable. Land (items with an undefined useful life), also if purchased together with a building, as well as tangible assets held for sale, which are measured at the lower between their book value and their fair value less disposal costs, are not depreciated.

Tangible assets are stated net of accumulated depreciation and any impairment determined in accordance with IAS 36. Amortisation is calculated on a straight-line basis over the estimated useful life of the asset for the business, which is reviewed at least annually, and any changes, where necessary, are applied prospectively. The main economic-technical rates used are the following:

Category Depreciation rates
Buildings 5%
Systems and machinery 15%-20%
Technical equipment 20%
Furniture 12%
Electronic office equipment 20%
Cars 25%

The residual book value, useful life and depreciation criteria are reviewed at the end of each financial year and adjusted prospectively if necessary.

An asset is derecognised when it is sold or when there are no expected future economic benefits from its use or disposal. Any losses or profits (calculated as the difference between the net proceeds from the sale and the book value) are included in the income statement at the time of such derecognition. Leasehold improvements are classified as tangible assets, consistent with the nature of the cost incurred. In these cases, the depreciation period corresponds to the residual useful life of the tangible asset or the residual term of the lease agreement, whichever is shorter.

Assets under construction are recognised at cost under assets under construction until they become available for use; when they become available for use, the cost is classified under the relevant item and depreciated.

The profit or loss generated by the disposal of property, plant, machinery, equipment and other assets is determined as the difference between the net disposal consideration and the net residual value of the asset, and is recognised in the income statement of the period in which the disposal takes place.

Costs incurred after the purchase of the assets and the replacement cost of certain parts of the assets recognised in this category are added to the book value of the item to which they relate and capitalised only if they increase the future economic benefits embedded in the asset, and therefore depreciated over the remaining useful life of the asset. All other costs are recognised in the income statement when they are incurred.

When the cost of replacing parts of assets is capitalised, the residual value of the parts replaced is recognised in the income statement.

Profits and losses from the sale or disposal of assets are determined as the difference between the sales revenue and the net book value of the asset and are recognised in the income statement for the year

Leases

The Group must assess whether the contract is, or contains, a lease at the date it is entered into. The Group recognises the Right of Use and the related Lease Liability for all lease contracts in which it holds the role of lessee, with the exception of short-term leases (12 months or less) and leases relating to low-value assets (i.e. assets with a value of less than €5,000 when new). The contracts for which the latter exemption has been applied fall mainly within the following categories: computers, telephones and tablets; printers, other electronic devices, furniture and furnishings.

With regard to these exemptions, the Group recognises the related payments as operating costs recognised on a straight-line basis over the duration of the contract.

The lease liability is initially recognised at the current value of future lease payments at the lease commencement date. Since most of the lease agreements entered into by the Group do not have an implicit interest rate, the discount rate to be applied to future lease payments was determined as the risk-free rate, with maturities commensurate with the term of the specific lease agreement, increased by the specific credit spread of the company entering into the agreement.

The lease payments included in the value of the Liability for the lease include:

  • the fixed component of the lease payments, net of any incentives received;
  • variable lease payments based on an index or rate, initially measured using the index or rate at the lease commencement date;
  • the amount of the guarantees for the residual value that the lessee expects to have to pay;
  • the call option exercise price, which should be included only if the exercise of such option is estimated to be reasonably certain;
  • penalties for early termination of the lease if the lease term envisages an option to terminate the lease and the exercise thereof is estimated to be reasonably certain.

After the initial recognition, the carrying amount of the Liability for the lease increases due to the interest accrued (using the effective interest method) and decreases to reflect the payments made under the lease agreement.

The Group restates the value of the Liability for the lease (and adjusts the value of the corresponding Right of Use) if:

  • the duration of the lease changes or there is a change in the valuation of the exercise of the option right, in which case the liability for the lease is redetermined by discounting the new lease payments at the revised discount rate.
  • the value of the lease payments changes as a result of changes in indices or rates, in which case the Liability for the lease is redetermined by discounting the new lease payments at the original discount rate (unless the payments due under the lease change as a result of fluctuations in interest rates, in which case a revised discount rate must be used).

The Group did not recognise any of the above changes in the period.

The Right of Use asset comprises the initial valuation of the Liability for the lease, lease payments made before or on the lease commencement date, and any other initial direct cost. The Right of Use is recognised in the balance sheet net of depreciation and any impairment losses. Incentives associated with the lease (e.g. free lease periods) are recognised as part of the initial value of the Right of Use and the Liability for the lease throughout the duration of the agreement.

The Right of Use is systematically amortised over the shorter between the lease term and the remaining useful life of the underlying asset. If the lease agreement transfers ownership of the related asset or the cost of the right of use reflects the Group's intention to exercise the purchase option, the related right of use is amortised over the useful life of the asset in question. The commencement of amortisation starts from the lease commencement date.

The Right of use is included under "Tangible Assets" in the consolidated statement of financial position.

The Group applies IAS 36 Impairment of Assets in order to identify any losses in value. In the statement of cash flows, the Group divides the total amount paid between principal (recognised in cash flow from financing activities) and interest (recognised in cash flow from operations).

FINANCING ACTIVITIES AND EQUITY INVESTMENTS

Corporate aggregations are booked using the acquisition method(IFRS 3). The cost of an acquisition is valued as the sum of the consideration transferred, measured at the fair value at the acquisition date, and the amount of any non-controlling interest in the acquired company.

For each business combination, any non-controlling interest in the acquired company must be valued at fair value or in proportion to the non-controlling interest in the acquired company's identifiable net assets. Acquisition costs are expensed and classified under administrative expenses. If the business combination is realised in several stages, the fair value of the stake previously held is recalculated at the fair value at the acquisition date, with any resulting profit or loss recognised in the income statement. Goodwill is initially valued at the cost which emerges as the excess of the sum of the consideration paid and the amount recorded for non-controlling interests over the net identifiable assets acquired and liabilities assumed. If the consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised in the income statement. After initial recognition, goodwill is measured at cost less any accumulated impairments. For the purposes of impairment testing, goodwill acquired in a business combination must be allocated, on the date of acquisition, to every one of the Group's cash generating units, which is expected to benefit from the synergies of the aggregation, regardless of whether other assets or liabilities of the entity acquired are assigned to those units. If goodwill has been allocated to a cash-generating unit and the entity disposes of part of the assets of that unit, the goodwill associated with the asset disposed of must be included in the book value of the asset when determining the gain or loss on disposal. Goodwill associated with the asset disposed of must be determined on the basis of the relative values of the asset disposed of and the portion of the cash generating unit retained. All financial assets are initially recognised, on the trading date, at the cost which corresponds to the fair value plus any directly attributable acquisition costs, except for financial assets held for trading (fair value in the income statement). All financial assets must be subsequently recognised at amortised cost or fair value based on the entity's business model for managing financial assets and the contractual cash flow characteristics of the financial asset. Specifically:

  • Debt instruments held as part of a business model the purpose of which is to own financial assets in order to collect contractual cash flows, and which have cash flows represented solely by principal payments and interest on the principal amount to be repaid, are subsequently measured at amortised cost;
  • Debt instruments held as part of a business model the purpose of which is achieved both through the collection of contractual cash flows and the sale of financial assets, and which have cash flows represented solely by principal payments and interest on the principal amount to be repaid, are subsequently measured at fair value with changes recognised in other comprehensive income (FVTOCI);

  • All other debt instruments and investments in instruments that represent equity are subsequently measured at fair value, with changes recognised in profit (loss) for the year (FVTPL).

When an investment in a debt instrument measured as FVTOCI is derecognised, the accumulated profit (loss) previously recognised in other comprehensive income is reclassified from equity to profit or loss through a reclassification adjustment. Conversely, when an investment representing equity designated as FVTOCI-rated is derecognised, the accumulated profit (loss) previously recognised in other comprehensive income is subsequently transferred to retained earnings without passing through profit or loss. Dividends received from investments in equity instruments are recognised in the income statement.

Debt instruments subsequently measured at amortised cost or FVTOCI are subject to impairment of financial assets. In relation to the impairment of financial assets, the Group has applied a model based on expected losses on receivables, with reference to trade receivables. Specifically, the Group measures the provision to cover losses of a financial asset at an amount equal to the lifetime expected credit losses (ECLs) if the credit risk of that financial asset has significantly increased since initial recognition, or if the financial instrument is an impaired financial asset that has been purchased or originated. However, if the credit risk of a financial instrument has not increased significantly since initial recognition, the Group must measure the provision to cover losses for the financial instrument for an amount equal to the expected credit losses resulting from a 12-month default event (12-month expected credit losses). The Group adopts the simplified method to measure the provision to cover losses for trade receivables by estimating the expected losses over the life of the receivable, also using a Group procedure that also requires a customer-by-customer analysis of past due doubtful receivables.

The Group derecognises all or part of the financial assets when:

  • the contractual rights attached to these assets have expired;
  • it transfers the risks and benefits of ownership of the asset or does not transfer or even retain substantially all risks and benefits but transfers control of these assets;
  • The receivables assigned following factoring transactions are eliminated from the balance sheet only if they are assigned without recourse, and if substantially all risks inherent in the receivable are transferred.

Receivables assigned with recourse, or without the transfer of all risks, remain on the balance sheet and a financial liability of the same amount is recognised as a liability for the advance received.

NON-CURRENT ASSETS HELD FOR SALE – DISCONTINUED OPERATING ASSETS

A non-current asset (or a group of assets and liabilities held for disposal) is classified as held for sale if its book value will be recovered principally through a sale rather than through continuing use. Just before the initial classification of the asset (or group held for disposal) as held for sale, the book values of the asset are measured in accordance with the Group's accounting policies. Subsequently, the asset (or group held for disposal) is measured at the lower between its book value and the fair value net of sales transaction costs. The loss in value of a group held for disposal is allocated first to goodwill, then to the remaining assets and liabilities on a pro rata basis, with the exception of inventories, financial assets, deferred tax assets, employee benefits, property investments and biological assets, which continue to be measured in accordance with the Group's accounting standards. Losses in value for the initial classification of an asset as held for sale and subsequent valuation differences are recognised in the income statement. Positive changes in value are recognised only up to the amount of any accumulated losses in value.

Discontinued operations represent a part of the company that has been disposed of or classified as held for sale, and:

  • a. represent a significant line of business or geographical area of activity;
  • b. are part of a single coordinated plan to dispose of a significant autonomous business segment or geographical area of activity; or
  • c. are a subsidiary acquired exclusively for resale.

If the asset is a single non-current asset (e.g. a property or an investment in an associate), the gain or loss arising from the disposal or valuation is recognised in accordance with the nature of said asset.

If the asset is a discontinued operation and is significant as part of the "Earnings from assets destined for sale", a single amount is reported, represented by the total:

  • of the profits or losses from the discontinued operations, net of tax effects; and
  • the capital gain or loss, net of tax effects, recognised following measurement at fair value, net of the costs of sale or disposal of the asset.

The income statement for the comparative period is restated to ensure a consistent comparison.

If the asset is not significant, the revenues and costs of the discontinued operation continue to be recognised line by line in the corresponding income statement items, while the Earnings from discontinued operations includes only the capital gain or loss.

INVENTORIES

Inventories are booked at the lower value between the purchase or production cost and the presumable realizable value, as determined from market trends and in considerable of obsolescence.

The cost of inventories of assets that are not normally fungible and of goods and services produced for specific projects is allocated on the basis of the specific costs relating to the various items comprising the inventories.

In the case of fungible goods, the cost of inventories is allocated using the weighted average cost.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and bank accounts and deposits repayable on demand and other short-term, highly liquid financial investments that are readily convertible to cash and are subject to an insignificant risk of change in value.

RECEIVABLES

With regard to financial assets, the Group adopts IFRS 9 Financial Instruments, which is also applicable to receivables.

Trade receivables and other short-term assets are initially recognised at their fair value and subsequently measured at amortised cost, net of any write-downs. Upon recognition, the nominal value of the receivable is representative of its fair value at the date.

The provision for bad debts at the date represents the difference between the book value of receivables and the reasonable expectation of recoverability of the receivables deriving from the cash flows expected from their collection, also considering historical experience and management's forecasts on the future recoverability of receivables (Forward Looking Approach).

IMPAIRMENT OF FINANCIAL ASSETS

At each balance sheet date, the Group companies verify whether a financial asset or group of financial assets has suffered impairment. A financial asset or group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after initial recognition (when a "loss event" occurs) and this loss event has an impact, that can be reliably estimated, on the estimated future cash flows of the financial asset or group of financial assets.

Evidence of impairment may be represented by indicators such as financial difficulties, inability to meet obligations, insolvency in the payment of interest or major payments, which debtors, or a group of debtors, are experiencing; the likelihood that they will go bankrupt or undergo some other form of financial reorganisation; and where observable data indicate that there is a measurable decrease in estimated future cash flows, such as changes in the context or economic conditions related to the obligations.

Management also evaluates factors such as trends in the counterparty's industry and financial activities and general economic trends, and also makes forward-looking considerations.

If there is objective evidence of a loss in value, the amount of the impairment is measured as the difference between the asset's book value and the current value of estimated future cash flows (excluding impairment of receivables expected in future that have not yet occurred). The book value of the asset is reduced through the use of a provision for bad debts and the amount of the loss will be recognised in the income statement. If, in a subsequent period, the amount of the estimated write-down increases or decreases as a result of an event occurring after the write-down has been recorded, said write-down is increased or decreased by adjusting the provision against the income statement.

IMPAIRMENT OF NON-FINANCIAL ASSETS

At each balance sheet date, the Group companies assess the existence of any indicators of impairment of non-financial assets. When events that lead to the presumption of a reduction in the value of an asset occur or in cases where an annual impairment test is required, its recoverability is tested by comparing its book value with its recoverable amount, represented by the higher between its fair value, net of disposal costs, and its value in use.

In the absence of a binding sale agreement, fair value is estimated on the basis of values expressed by an active market, by recent transactions or on the basis of the best information available to reflect the amount that the company could obtain from the sale of the asset.

Value in use is determined by discounting the cash flows expected to arise from the use of the asset and, if significant and reasonably determinable, from its disposal at the end of its useful life. Cash flows are determined on the basis of reasonable and documentable assumptions representative of the best estimate of future economic conditions that will occur during the remaining useful life of the asset, giving greater weight to external indications. Discounting is performed at a rate that takes into account the risk implicit in the business sector.

The valuation is carried out for each individual asset or for the smallest identifiable group of assets that generates independent cash inflows from ongoing use (cash generating unit). When the reasons for the write-downs made no longer apply, the assets, except for goodwill, are revalued and the adjustment is recognised in the income statement as a writeback (reinstatement of value). The write-back is carried out at the lower between the recoverable value and the book value before write-downs previously made and reduced by the depreciation allowances that would have been allocated if the write-down had taken place.

FINANCIAL LIABILITIES

Financial liabilities that fall within the scope of IFRS 9 are classified as financial liabilities at amortised cost or fair value recognised in the balance sheet as financial payables, or as derivatives designated as hedging instruments, as appropriate. The financial liabilities of Group companies include trade and other payables, loans and financial derivatives. Group companies determine the classification of their financial liabilities at the time of initial recognition.

Financial liabilities are initially measured at their fair value equal to the consideration received on the settlement date plus, in the case of financial payables, directly attributable transaction costs.

Subsequently, non-derivative financial liabilities are measured at amortised cost using the effective interest rate method.

Amortised cost is calculated by recording every discount or premium on purchases, fees or costs that are an integral part of the effective interest rate. Amortisation at the effective interest rate is recognised as financial expenses in the income statement.

Profits and losses are recognised in the income statement when the liability is extinguished, as well as through the amortisation process.

Financial liabilities are derecognised when the obligation underlying the liability is extinguished, cancelled or fulfilled.

EMPLOYEE BENEFITS

Severance pay falls within the scope of what IAS 19 defines as defined benefit plans in the context of post-employment benefits. Defined-benefit plans, which also include severance indemnities due to employees pursuant to article 2120 of the Italian Civil Code, the amount of the benefit payable to employees that can only be quantified after termination of employment, and are linked to one or more factors such as age, years of service and remuneration. Consequently, the relative cost is recorded in the income statement on the basis of actuarial calculations.

The liability recognised in the financial statements for defined benefit plans corresponds to the current value of the bond at the balance sheet date. Obligations for defined benefit plans are determined annually by an independent actuary using the projected unit credit method. The current value of the defined benefit plan is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in Euro which takes into account the duration of the relative pension plan. Actuarial profits and losses arising from the above-mentioned adjustments and changes in actuarial assumptions are recognised in the statement of comprehensive income. As of 1 January 2007, the so-called 2007 Budget Law and the relative implementation decrees introduced significant changes to the rules governing employee severance indemnities, including the possibility for employees to choose the destination of their accruing employee severance indemnities. In particular, new flows of severance indemnity can be allocated by the employee to selected pension schemes or kept within the company. In the case of allocation to external pension funds, the company is only required to pay a defined contribution to the fund chosen, and from that date the newly accrued amounts are considered defined contribution plans and, as such, they are not subject to actuarial evaluation. Since 1 January 2007, for companies with more than 50 employees at the date of introduction of the reform, it has been compulsory to pay the new severance indemnity flows to pension schemes chosen by the employee or, if the employee has opted to keep these flows in the company, to a treasury account set up with the Social Security Institution (INPS). The severance indemnity accrued by the Group up until 31 December 2006 continues to fall under "defined benefit plans", while the severance indemnity accrued after that date is configured, for all workers, as a "defined contribution plan", and this is because all obligations of the companies are fulfilled with the periodic payment of a contribution to a third entity. An exception to this are the amounts accrued by employees who have opted to keep their severance pay in the company, which are configured as a defined benefit plan.

Defined contribution plans

Defined contribution plans are formalised post-employment benefit plans on the basis of which the Group pays fixed contributions to an insurance company or pension fund and has no legal or constructive obligation to pay further contributions if the fund does not have sufficient assets to pay all the benefits to employees related to their service in the current and prior periods.

These contributions, paid in exchange for employee service, are recognised as an expense in the pertinent period.

Defined benefit plans

Defined benefit plans are formalised post-employment benefit programmes that represent a future obligation for the Group.

Basically, the company bears the actuarial and investment risks related to the plan. As required by IAS 19, the Group uses the Projected Unit Credit Method to determine the current value of obligations and the related current service cost.

This actuarial calculation requires the use of objective and compatible actuarial assumptions regarding demographic variables (mortality rate, staff turnover rate) and financial variables (discount rate, future increases in salary levels and medical benefits).

Actuarial profits and losses related to post-employment defined benefit plans may arise either from changes in the actuarial assumptions used for the calculation between two consecutive periods or from changes in the value of the obligation relative to the actuarial assumptions made at the beginning of the period. Actuarial profits and losses are recognised and recognised immediately in other components of the statement of comprehensive income.

Net financial expenses on defined benefit plans are recognised in financial income/(expenses) in the income statement.

PROVISIONS FOR RISKS AND CHARGES

Provisions for risks and charges relate to costs and expenses of a specific nature and of certain or probable existence, the amount or date of occurrence of which could not be determined at the balance sheet date. Provisions are recognised when:

  • it is probable that a current, legal or implicit obligation arising from a past event exists;
  • it is probable that fulfilment of the obligation will be onerous;
  • the amount of the obligation can be reliably estimated.

Provisions are recognised at the value representing the best estimate of the amount that the company would rationally pay to extinguish the obligation or to transfer it to a third party at the end of the period.

CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Loans are initially valued at cost, net of accessory costs for the acquisition of the loan. After initial recognition, loans are recognised using the amortised cost method. Loans are classified as non-current and current liabilities depending on whether or not the Group has the unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

TRADE PAYABLES

Trade payables are recognised at nominal value equal to the redemption value. They have not been valued at amortised cost, as this is not considered significant.

INCOME TAXES

Income taxes include current taxes and deferred tax assets and liabilities. Income taxes are generally recognised in the income statement, except when they relate to items recognised directly to equity. Current taxes are calculated by applying the tax rate in force at the balance sheet date to the taxable income for the year. Deferred taxes are calculated using the liability method on temporary differences between the amount of assets and liabilities in the balance sheet and the corresponding values recognised for tax purposes. Deferred taxes are calculated based on the tax rate that is expected to be in effect when the asset is realised or the liability is settled. Deferred tax assets are recognised only if it is probable that sufficient taxable profit will be generated in future periods to realise those assets. Deferred tax assets and liabilities are only offset when there is a legal right to offset them and when they relate to taxes owed to the same tax authority.

Starting from financial year 2019, Digital Value S.p.A. has exercised the option for the National Tax Consolidation tax regime jointly with ITALWARE S.r.l., ITD Solutions S.p.A. and ITALWARE Services S.r.l. as consolidated companies.

CRITERIA FOR CONVERSION OF ENTRIES IN FOREIGN CURRENCY

Transactions in foreign currencies are recorded at the exchange rate in force on the date of the transaction. Monetary assets and liabilities in foreign currencies at the reference date of the financial statements are converted at the exchange rate in force at that date. Exchange rate differences arising from the settlement of monetary items or their conversion at rates different from those at which they were converted at the time of initial recognition in the financial year or in previous financial statements are recognised in the income statement. All assets and liabilities of foreign companies in currencies other than the Euro that are included in the scope of consolidation are converted using the exchange rates in force on the balance sheet date. Income and expenses are converted at the average exchange rate for the year. Exchange rate differences resulting from the application of this method are classified as an equity item until the disposal of the investment.

RECOGNITION OF REVENUES

Revenues are recognised to the extent that it is probable that economic benefits will flow to the Group and their amount can be reliably determined. Revenue from sales and services is recognised when the actual transfer of the relevant risks and advantages of ownership or the performance of the service takes place. Sales of goods are recognised when the goods are shipped and the company has transferred the significant risks and benefits of ownership of the goods to the buyer. Revenues are stated net of returns, discounts, allowances and premiums, as well as

directly related taxes. Revenues are valued taking into account the consideration specified in the agreement with the customer. The Group recognises revenue when it transfers the control of goods or services.

Revenue is recognised by applying a five-step model as outlined below:

  • Identification of the agreement with the customer;
  • Identification of the "performance obligations" envisaged by the agreement;
  • Determination of the consideration for the transaction;
  • Allocation of consideration to individual "performance obligations";
  • Recognition of revenue at the time (or during) satisfaction of the individual "performance obligations".

Revenue is recognised at fair value, which is equal to the consideration received or receivable, taking into account the value of any trade discounts granted and reductions linked to quantity.

With regard to the sale of goods, revenue is recognised when the company has transferred the significant risks and benefits of ownership of the goods to the buyer. Agreements with customers generally include a single performance obligation. The performance obligation is deemed to be satisfied when the asset is delivered.

RECOGNITION OF COSTS

Costs are recognised when they relate to goods and services purchased and/or received during the period. Service charges are recognised on an accrual basis.

For all financial instruments valued at amortised cost, interest expenses are recognised using the effective interest rate (EIR), which is the rate that precisely discounts estimated future payments and receipts throughout the expected life of the financial instrument.

SECTOR REPORTING

An operating segment is a component of an entity:

  • that engages in entrepreneurial activities that generate revenues and expenses (including revenues and expenses relating to transactions with other components of the same entity);
  • whose operating results are reviewed periodically at the entity's highest operational decision-making level, with a view to making decisions about resources to be allocated to the segment and assessing performance; and
  • for which separate financial information is available.

In relation to the above principle, the Digital Value Group identifies a single operating segment consisting of the Hyper VAR (Value Added Reseller) business.

5. ACCOUNTING STANDARDS ADOPTED

The accounting standards adopted by the Group are the same as those applied for the preparation of the consolidated financial statements for the year ended 31 December 2023, with the exception of new accounting standards and amendments to existing accounting standards, which are indicated below.

Accounting standards, amendments, interpretations and improvements applied from 1 January 2024

"Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current" In January 2020 and October 2022, the IASB published amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify: what is meant by a right of subordination of maturity; that the right of subordination must exist at the end of the financial year; that classification is not affected by the likelihood that the entity will exercise its subordination right. Only if a derivative embedded in a convertible liability is itself an equity instrument does the maturity of the liability not impact its classification. In addition, a requirement to disclose when a liability arising from a financing agreement is classified as non-current and the entity's right of subordination is subject to compliance with covenants within twelve months has been introduced. These amendments did not have a material impact on the Group's financial statements.

"Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback"

Issued on 22 September 2022, it aims to clarify the impact that a sale or leaseback transaction could have on a financial liability that envisages variable payments not linked to indices or rates. The main change in the subsequent measurement of financial liabilities concerns the determination of lease payments and revised lease payments so that, following a leaseback transaction, the seller-lessee does not recognise any gain or loss relating to the right of use it holds. The amendment aims to avoid recognising gains and losses relating to the right of use recorded as a result of events that involve a remeasurement of the liability (e.g. changes to the lease agreement or its term). Any gains and losses arising from the partial or total termination of a lease agreement continue to be recognised for the portion of the right of use that has ceased. These amendments did not have a material impact on the Group's financial statements.

"Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7"

In May 2023, the IASB issued amendments to IAS 7 Cash Flow Statements and IFRS 7 Financial Instruments: Additional disclosures, to clarify the characteristics of reverse factoring agreements and request additional disclosures about such agreements. The disclosure requirements included in the amendments aim to assist users of financial statements in understanding the effects of reverse factoring agreements on an entity's liabilities, cash flows and exposure to liquidity risk. The amendments are effective for financial years beginning on or after January 1, 2024, and early application is possible. These amendments did not have a material impact on the Group's financial statements

Accounting standards, amendments and interpretations applicable after the end of the year and not adopted in advance by the Group

"Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability"

On 15 August 2023, the IASB published "Lack of Exchangeability" (Amendments to IAS 21) to provide guidance on how to determine the exchange rate to use when there is no directly observable exchange rate available on the market, together with the corresponding disclosures to be provided in the notes to the financial statements. The amendments are effective for financial years beginning on or after January 1, 2025. The Group is assessing the potential impact of adopting this standard.

"IFRS 18 - Presentation and Disclosure in Financial Statements"

During the month of April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements, which introduces new concepts relating to: (i) the structure of the income statement; (ii) the disclosures required in the financial statements for certain income performance measures reported outside the financial statements (as defined by management); and (iii) enhanced aggregation and disaggregation standards that apply to both the financial statements and the notes to the financial statements as a whole. The standard will come into effect on 1 January 2027. The Group is assessing the potential impact of adopting this standard.

"IFRS 19 - Subsidiaries without Public Accountability: Disclosures"

In May 2024, the IASB issued IFRS 19 - Subsidiaries without Public Accountability: Disclosures, which allows certain subsidiaries to use IFRS accounting standards with a reduced level of disclosure, better suited to the needs of their stakeholders, and to maintain a single set of accounting records that meets the needs of both the parent company and the subsidiary. The standard will come into effect on 1 January 2027 but earlier application is permitted The Group is assessing the potential impact of adopting this standard.

"Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)"

In May 2024, the IASB published Amendments to the Classification and Measurement of Financial Instruments, clarifying that a financial liability is derecognised on the settlement date and introducing the option of an accounting policy for the derecognition of financial liabilities through the use of an electronic payment system before the settlement date. Further clarifications concern the classification of financial assets with ESG characteristics, through additional guidance on the assessment of contingent characteristics. Clarifications have also been made regarding loans without recourse and contractually linked instruments. Lastly, additional disclosures have been introduced for financial instruments with contingent features and equity instruments classified at fair value through other comprehensive income. The standard will come into effect on 1 January 2027 but earlier application is permitted. The Group is assessing the potential impact of adopting this standard.

6. FINANCIAL RISK MANAGEMENT

The main risks identified, monitored and actively managed by the Digital Value Group are the following:

CREDIT RISK

As usual, the Group constantly verifies the collectability of receivables by means of a serious and concrete recognition of bad debts, implementing the company procedure aimed at recovering overdue receivables.

Credit on the Italian market refers mainly to "large account" customers and, therefore, no special guarantees on the related receivables are required.

In the foreign markets in which the Group operates, credit is granted to subsidiaries of Italian "large account" customers.

In cases where customers request particular payment extensions, it is in customary to proceed with the verification of the relative creditworthiness class.

The value of receivables is constantly monitored during the year so that the amount always expresses the estimated realisable value.

LIQUIDITY RISK

Liquidity risk is related with the Group's ability to fulfil its commitments deriving from the financial liabilities undertaken.

The Group has been able to generate a level of liquidity appropriate to its business targets, allowing it to maintain a balance in terms of duration and composition of debt. In any case, the liquidity risk arising from normal operations is kept at a medium level through the management of an adequate level of cash and cash equivalents and the control of the availability of funds obtainable through credit lines.

Any different decisions by CONSIP and/or other tendering authorities, or by certain technology vendors, may have a negative impact on the Group's working capital, with the consequent need to introduce cost mitigation measures and manage relations with suppliers, as well as strengthening control over the collection of trade receivables.

Any reduction in uncommitted external credit lines could have a negative impact on working capital management, leading to the implementation of risk reduction measures through a possible review of relations with suppliers and tighter measures for the recovery and collection of trade receivables.

The Group has financial payables, the balance of which as of 31/12/2024 was €101,217 thousand and related mainly to the following medium- and long-term loans

  • an unsecured loan with Monte dei Paschi di Siena for an original amount of €7,000 thousand maturing on 31/12/2025, the residual balance of which as of 31/12/2024 amounted to € 1,400 thousand due within 12 months;
  • an unsecured loan with Intesa Sanpaolo for an original amount of € 20,000 thousand maturing on 31/03/2027, the residual balance of which as of 31/12/2024 amounted to €12,000 thousand, of which €4,500 thousand due within 12 months;
  • an unsecured loan with Banco Bpm for an original amount of €10,000 thousand maturing on 31/12/2026, the residual balance of which as of 31/12/2024 amounted to €5,000 thousand, of which €3,000 thousand due within 12 months;
  • an unsecured loan with Intesa Sanpaolo for an original amount of € 30,000 thousand maturing on 31/12/2027, the residual balance of which as of 31/12/2024 amounted to €22,500 thousand, of which €7,500 thousand due within 12 months.
  • an unsecured loan with Unicredit for an original amount of €1,000 thousand maturing on 27/01/2025, the residual balance of which as of 31/12/2024 amounted to €1,400 thousand due within 12 months;
  • an unsecured loan with Unicredit for an original amount of €2,000 thousand maturing on 30/11/2025, the residual balance of which as of 31/12/2024 amounted to €1,239 thousand due within 12 months;
  • an unsecured loan with Banca Nazionale del Lavoro for an original amount of €1,500 thousand maturing on 09/05/2025, the residual balance of which as of 31/12/2024 amounted to € 625 thousand due within 12 months;
  • an unsecured loan with Monte dei Paschi di Siena for an original amount of €1,000 thousand maturing on 31/01/2025, the residual balance of which as of 31/12/2024 amounted to € 111 thousand due within 12 months;

  • an unsecured loan with Banca Popolare del Cassinate for an original amount of €1,000 thousand maturing on 30/06/2027, the residual balance of which as of 31/12/2024 amounted to €454 thousand of which €174 thousand due within 12 months.

INTEREST RATE RISK

The Group is moderately exposed to the potential risks arising from changes in interest rates on the variable-rate loans described above.

MARKET RISK

This risk is considered to be medium for the Group, with reference to be made to the more detailed information provided in the Report on Operations.

RISK OF CHANGES IN CASH FLOWS

For the Group companies, the risk connected with the decline in cash flows must be average.

There has been a substantial and constant year-on-year increase in cash flows generated by operations. It should also be noted that there is no particular need to access bank credit, other than for current commercial activities, given, however, the bank's willingness to extend, when necessary, existing credit lines with Group companies. The consistent increase in business performance allows the company to enjoy an excellent bank rating.

Any different decisions by CONSIP and/or other tendering authorities, or by certain technology vendors, may have a negative impact on the Group's working capital, with the consequent need to introduce cost mitigation measures and manage relations with suppliers, as well as strengthening control over the collection of trade receivables.

Any reduction in uncommitted external credit lines could have a negative impact on working capital management, leading to the implementation of risk reduction measures through a possible review of relations with suppliers and tighter measures for the recovery and collection of trade receivables.

7. COMMENTS ON THE MAIN ITEMS

The amounts are indicated in € thousands.

7.1 EQUITY AND FINANCIAL SITUATION: NON-CURRENT ASSETS

7.1.1. Intangible assets Euro 32,173 thousand

The breakdown of this item is shown below:

Description 31/12/2024 31/12/2023
Industrial patent rights 373 84
Concessions, Licenses and Trademarks 1,259 2,962
Goodwill 27,890 23,882
Assets under construction 2,424 23,882
Other 226 82
Total 32,173 27,010

The item in question and relative changes are detailed as follows:

Figures in € thousands Industrial
patent
rights
Concessions,
Licenses and
Trademarks
Goodwill Other Assets
under
constru
ction
Total
intangible
assets
Value at the start of 2023
Historical cost 605 9,983 23,882 280 0 34,750
Accumulated amortisation -521 -7,021 0 -198 0 -7,740
Value at end of 2023 84 2,962 23,882 82 0 27,010
Changes during the year
Change in the scope of
consolidation
280 4 4,008 219 1,518 6,029
Investments 100 0 0 33 906 1,039
Amortisation and Depreciation -74 -1,707 0 -108 0 -1,889
Decreases -17 0 0 0 -0 -17
Total changes 289 -1,703 4,008 144 2,378 5,163
Value at the end of 2024
Historical cost 2,447 9,998 27,890 1,193 2,424 43,952
Accumulated amortisation -2,074 -8,739 0 -967 0 -11,780
Value at the end of 2024 373 1,259 27,890 226 2,424 32,173

Intangible assets at 31/12/2024 amounted to €32,173 thousand and consisted mainly of:

  • a) software acquired by the Group and used for the provision of long-term services to key customers operating in Italy;
  • b) consolidation differences arising from the acquisition of the entities included in the scope of consolidation.
CGU
(figures in €
Goodwill/Consolidatio
n difference
thousands)
ITD Solutions S.p.A. 8,024
Italware S.r.l. 5,537

TT Tecnosistemi S.p.A. 10,274
Dimira S.r.l. 47
Infordata S.p.A. 1,925
Eurolink S.r.l. 2,083
Book value 31.12. 2024 27,890

It should be noted that the Purchase Price Allocation (PPA) process launched following the acquisition of control of the companies included in the scope of consolidation in the year ended 31 December 2024 is ongoing at the reporting date of these financial statements for Infordata S.p.A. and Eurolink S.r.l.

Intangible assets with an indefinite useful life, including, in particular, goodwill arising from the acquisition of the consolidated companies ITALWARE S.r.l., ITD Solutions S.p.A. and TT Tecnosistemi S.p.A., were subject to impairment testing in accordance with IAS 36.

The amount was acquired for consideration through business combinations and was allocated for the purpose of impairment testing to the single cash-generating unit (CGU) identified within the Group when applying the methods envisaged by IAS 36.

Goodwill is subject to an impairment test on the closing date of the financial statements. At December 2024, the Group tested the Net Invested Capital (NIC) of the CGU identified for recoverability. The NIC is inclusive of the value of goodwill.

Goodwill is, in fact, subject to an impairment test on the closing date of the financial statements. Consequently, the Group tested the Net Invested Capital (NIC) of the CGU identified for recoverability. The NIC is inclusive of the value of goodwill.

The recoverable amount of the CGU was determined by estimating the value in use, applying the Discounted Cash Flows method, based on the expected cash flows in the explicit period of three financial years on the basis of the economic-financial forecasts elaborated internally by the management, in addition to considering the terminal value.

For the purpose of determining the recoverable amount of the NIC, the discounting of cash flows was performed using a rate (WACC) that takes into account the specific risks of the business and reflects current market assessments of the cost of money. The calculation of the weighted average cost of capital resulted in a value of 9.01% (compared to 9.7% used at 31/12/2023). The cost of equity (ke) was 9.54% while the cost of debt (kd) post-tax was 4.83%. The recoverable value also includes the terminal value of cash flows ("Terminal Value"), which was calculated considering a growth rate ("g" rate) of 1.5%, based on

considerations on the evolution of the business of the CGUs considered, as well as the reference market for which a prospective growth of between 5% and 10% is observed.

In the Terminal Value, an operating cash flow based on the representative average plan was considered, appropriately adjusted to reflect a "fully operational" situation.

The impairment test did not reveal any loss in value, as the value in use obtained shows significant headroom compared to the book value of the net invested capital (NIC).

The impairment test was also subject to a series of sensitivity tests relating to cash flows through parametric reduction of revenues and related variable costs; one relating to the WACC discount rate, applying a 2% variance, and one relating to the growth rate "g", which was reduced to zero. The sensitivity analysis also revealed no critical issues in the book values of net invested capital (NIC).

7.1.2. Tangible assets and Rights of use Euro 65,413 thousand

The breakdown of this item is shown below:

Description 31/12/2024 31/12/2023
Lands and buildings 0 12
Systems and machinery 34 2
Other assets 42,252 51,666
Rights of use 19,669 24,984
Assets under construction 3,458 5,860
Total 65,413 82,524

The item in question and relative changes are detailed as follows:

Figures in € thousands Lands
and
buildings
Systems and
machinery Other
Right of
use
(IFRS16)
Assets
under
constru
ction
Total
Tangible
assets and
Rights of
use
Value at the start of 2023
Historical cost 59 86 105,492 38,646 5,860 150,143
Accumulated amortisation -47 -84 -53,825 -13,662 0 -67,618
Value at the end of 2023 12 2 51,666 24,984 5,860 82,524
Changes during the year
Change in the scope of consolidation 0 40 1,888 846 0 2,774
Investments 0 1 10,761 2,138 2,466 15,366
Amortisation and Depreciation -11 -8 -21,829 -6,748 0 -28,596

Decreases -1 0 -236 -1,552 -4,868 -6,657
Total changes -12 33 -9,416 -5,316 -2,402 -17,113
Value at the end of 2024
Historical cost 58 584 124,454 41,125 3,458 169,679
Accumulated amortisation -58 -550 -82,202 -21,456 0 -104,266
Value at the end of 2024 0 34 42,252 19,669 3,458 65,413

Tangible Assets at 31/12/2024 amounted to Euro 65,413 thousand and consisted mainly of investments in connection with selective activities of infrastructure as a service for key customers on a long-term basis.

Assets consisting of Rights of Use recognised in accordance with IFRS 16 amounted to approximately Euro 19,669. thousand.

Net investments (Investments – Decreases) made during the year amounted to Euro 8,709 thousand and refer to:

  • a) about Euro 6,750 thousand for personal productivity equipment intended for the provision of rental services to contractors on the basis of specific contracts with an average term of 36, 48 or 60 months;
  • b) about Euro 1,200 thousand for technologies related to the provision of long-term services;
  • c) Euro 586 thousand and usage rights relating to internal costs for the rental of the Group's premises and the long-term rental of cars granted in use to employees. New investments during the half-year amounted to Euro 2,138 thousand, a decrease of Euro 1,552 thousand linked to the review of terminated lease agreements; assessments are underway to determine more efficient sizing and terms;
  • d) the remainder is related to internal costs linked mainly to cyber security projects.

Depreciation and amortisation for the year amounted to Euro 28,596 thousand.

7.1.3. Non-current Financial Assets Euro 448 thousand

Description 31/12/2024 31/12/2023
Investments in other companies 187 167
Financial receivables 261 116
Total 448 283

A breakdown of equity investments held in other companies is shown below:

Net Value

Figures in € thousands 31/12/2024

75

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MECCANO S.p.A. 2
TECHELLO SRL 3
MAXTRINO SRL 12
IMMERXIVE SRL 134
DITECFER SCARL 3
Consorzio RIP.TEL. 7
BCC ROMA 6
Consorzio Italia Cloud 20
Total 187

7.1.4. Receivables for deferred tax assets Euro 1,209 thousand

Deferred tax assets have been calculated, taking into account the cumulative amount of all temporary differences, on the basis of the rates expected to be in force when the temporary differences are realised. Deferred tax assets have been recognised as there is a reasonable certainty of the existence, in the years in which the deductible temporary differences for which the deferred tax assets have been recognised will be realised, of taxable income of at least the amount of the differences to be eliminated.

7.1.5. Non-current trade receivables Euro 8,856 thousand

Description 31/12/2024 31/12/2023
Non-current trade receivables 8,856 18,553
Total 8,856 18,553

Non-current trade receivables refer to the amount receivable from a key national customer for the supply of hyperconverged infrastructure (HCI) maturing beyond 12 months.

7.2 EQUITY AND FINANCIAL SITUATION: CURRENT ASSETS

7.2.1 Inventory Euro 195,961 thousand

Description 31/12/2024 31/12/2023
Raw materials 554 0
Work in progress to order 2,486 0

76

Finished products and goods for resale 192,109 220,490
Advances 812 0
Total 195,961 220,490

The Euro 24,528 thousand reduction in inventories compared to the previous year is mainly attributable to Euro 8,272 thousand to the change in the scope of consolidation and, for the remainder, substantially to the reduction in goods purchased at the end of the year and awaiting delivery, and finished products delivered to customers awaiting testing. The change had a positive impact on net working capital, reducing the capital tied up in inventories.

Consolidation
(figures in €
thousands)
Inventory
31/12/2024
Inventory
31/12/2022
Change
ITD Solutions S.p.A. 47,321 61,609 -14,288
Italware S.r.l. 120,812 155,778 -34,966
TT Tecnosistemi S.p.A. 1,564 3,103 -1,539
Dimira S.r.l. 17,992 0 17,992
Infordata S.p.A. 6,213 0 6,213
Eurolink S.r.l. 2,059 0 2,059
Book value 195,961 220,490 -24,528

The Group's operations are characterised by contracts with big customers, the obligations of which are fulfilled by purchasing goods from key international suppliers (so-called vendors) based on the end customer's orders. The trend in inventories is related to the fact that the last period of the financial year is typically characterised by goods purchased and progressively delivered to customers over the following months and that are still awaiting testing at the end of the financial year, and also to the procurement strategy implemented by the Group which, based on contractual agreements, sometimes involves the purchase of goods in advance of the effective requirements of the end customers to exploit possible advantages by preventing price list changes and taking into account the availability of technologies and production times.

The Group has no significant issues in terms of inventory obsolescence, partly for the reasons outlined above in the comments on changes in closing inventories. At 31 December 2024, in fact, the only provision for inventory obsolescence is recognised by the subsidiary TT Tecnosistemi S.p.A. and amounts to Euro 134 thousand and provisions for write-downs allocated by Italware S.p.A. for Euro 1,953 thousand and Infordata S.p.A. for Euro 68 thousand, totalling Euro 2,155 thousand. Bear in mind that procurement of materials takes place mainly on the basis of programmes acquired as a result of agreements with the Group's customers. Procurement takes place through framework agreements with the main suppliers whose price lists are predefined. For the above reasons,

the Group has never found it necessary to make significant allocations to the inventory obsolescence provision.

7.2.2 Current trade receivables Euro 269,521 thousand

Description 31/12/2024 31/12/2023
Trade Receivables 278,614 199,338
Provision for bad debts (9,0 093) (6,313)
Total 269,521 193,025

The amount recognised in the financial statements is net of the provisions made for bad debts, estimated on the basis of the indications provided by IFRS 9, the seniority of the receivables, the assessment of their collectability, and also considering historical experience and forecasts of future uncollectability for the part of the receivables that is collectable on the balance sheet date.

Figures in € thousands Provision for bad debts receivables
Book value 2023 6,313
Accruals to provisions 1,083
Uses (734)
Change in the scope of consolidation 2,431
Book value 2024 9,093

The breakdown of receivables by class of maturity is shown below:

Figures in € thousands TOTAL Yet to 0 - 30 30 and 60 61 and 90 91 and 365 over 365
31/12/2024 mature days days days days days
Trade receivables 269,521 204,647 24,982 16,039 13,505 7,736 2,613

The amount of the provision for bad debts equals 3.3% of trade receivables outstanding at 31 December 2024.

Euro 60,279 thousand of the increase of Euro 76,496 thousand in trade receivables is attributable to the change in the scope of consolidations, with the remainder being attributable to the normal course of operations of the investees as detailed below:

Consolidated
(figures in €
thousands)
Current
trade
receivabl
es
31/12/2024
Current
trade
receivabl
es
31/12/2023
%
Digital Value S.p.A. 0 0 0
Italware S.r.l. 142,343 133,702 8,641

ITD Solutions S.p.A. 43,250 35,044 8,206
Italware Services S.r.l. 277 166 111
Dimira S.r.l. 2,221 1,515 706
TT Tecnosistemi S.p.A. 19,687 20,185 -498
DV Cyber Security S.r.l. 663 264 399
Digital Value Managed services S.r.l. 801 2,149 -1,348
DV Broker S.r.l. - 0 0
Infordata S.p.A. 36,542 0 36,542
Eurolink S.r.l. 23,737 0 23,737
Book value 269,521 193,025 76,496

7.2.3 Tax receivables Euro 47,100 thousand

Description 31/12/2024 31/12/2023
VAT 45,196 28,883
Other tax receivables 1,904 723
Total 47,100 29,606

The VAT receivable is substantially attributable to the effects of the application of the socalled "split payment", which is applied in active transactions with the Group's key customers. Reimbursement of quarterly and annual receivables is systematically requested and, where appropriate, mobilised through non-recourse factoring transactions. Other tax receivables consist mainly of tax credits for R&D, for ecological transition investments, and tax credits for investments in capital goods.

7.2.4 Other assets € 8,667 thousand

Description 31/12/2024 31/12/2023
Prepaid expenses 5,557 8,932
Other assets 3,110 754
Total 8,667 9,686

The Prepaid expenses item refers largely to the portion of costs relating to activities whose economic manifestation will occur in subsequent years; these are mainly deferred costs associated with agreements for the provision of services to customers.

Other assets primarily include receivables for projects financed with public contributions. In particular, the Remote Project – financed by the Ministry of Enterprise and Made in Italy – aims to develop a multi-parameter remote home monitoring system for patients over the age of 75 discharged with a first diagnosis of heart failure (HF), which can be used on a large scale in elderly patients

with HF to reduce rehospitalisation rates and associated healthcare costs, while improving quality of life (expressed as quality-adjusted life years, QALYs). This is a project in the ehealth sector, with KET reference to "Life Science Technologies" and reference as an area of intervention to "Digital tools, technologies and solutions for health and care, including personalised medicine".

For the implementation of the project and participation in the ministerial call for proposals, the consolidated company Infordata S.p.A. has established a partnership agreement, as lead partner, with Orangee srl, the National Research Council and the Università Cattolica del Sacro Cuore.

7.2.5 Cash flow and equivalent Euro 112,382 thousand

Description 31/12/2024 31/12/2023
Bank and post office deposits 112,368 148,036
Cash and cash equivalents on hand 14 11
Total 112,382 148,047

With regard to the formation, composition and trends in cash and cash equivalents, please see the cash flow statement.

7.2.6. Non-current assets held for sale Euro 10,848 thousand

Description 31/12/2024 31/12/2023
Non-current assets held for sale 10,848 0
Total 10,848 0

The item includes the assets of the consolidated companies Technis Blu S.p.A. and IDGFAB S.r.l., which are destined for sale. The consolidated company Infordata S.p.A. holds a 78.8% stake in Technis Blu S.p.A. ("Technis Blu"), which holds 51% of the share capital of IDGFAB S.r.l. Technis Blu's minority shareholders have submitted a binding offer to purchase the entire stake held by Infordata in Technis Blu through a vehicle wholly owned by them (Values AI S.r.l.). This offer was accepted following the Infordata Board of Directors' meeting held on 19 February 2025. The binding offer envisages the acquisition of 78.8% of Technis Blu's share capital for a fixed consideration Euro 1,600 thousand, to be paid in full on the closing date, net of a Euro 16 thousand down payment made to Infordata on 20 February 2025.

7.3 EQUITY AND FINANCIAL SITUATION: SHAREHOLDERS' EQUITY

(Euro thousands) Share
capital
Share
premium
reserve
Other
reserv
es
Result for
the year
Shareholder
s' equity
attributable
to the
Group
Shareholde
rs' equity
attributabl
e to non
controlling
interests
Total
shareholde
rs' equity
At 31/12/2022 1,555 34,317 87,041 33,949 156,863 919 157,782
Allocation of profit/loss 2022 0 0 33,949 -33,949 0 0 0
Distribution of dividends 0 0 -8,474 0 -8,474 0 -8,474
Purchase of treasury shares 0 0 -304 0 -304 0 -304
Stock options 0 0 909 0 909 0 909
Total changes before other
comprehensive income
statement components
0 0 26,080 -33,949 -7,869 0 -7,869
Cash flow hedge 0 0 -109 0 -109 0 -109
Actuarial valuation IAS 19 0 0 33 0 33 0 33
Total changes in the comprehensive
income statement
0 0 -76 38,370 38,294 211 38,505
At 31/12/2023 1,555 34,317 113,046 38,370 187,288 1,130 188,418
Allocation of profit/loss 2023 0 0 38,370 -38,370 0 0 0
Capital increases 34 13,138 -11 0 13,161 0 13,161
Change in the scope of consolidation 0 0 0 0 0 681 681
Distribution of dividends -9,417 0 -9,417 0 -9,417
Change in treasury shares 0 0 -764 0 -764 0 -764
Stock options 0 0 -876 0 -876 0 -876
Period earnings 0 0 0 35,266 35,266 354 35,621
Total changes before other
comprehensive income statement
components
34 13,138 27,302 -3,104 37,370 1,035 38,406
Cash flow hedge 0 0 20 0 20 0 20
Actuarial valuation IAS 19 0 0 -56 0 -56 0 -56
Total changes in the comprehensive
income statement
0 0 -36 0 -36 0 -36
At 31/12/2024 1,589 47,455 140,312 35,266 224,623 2,165 226,788

The fully subscribed and paid-up share capital of the Parent Company amounts to Euro 1,589 thousand and is represented by 10,181,624 shares with no par value. The Company has no Warrants or shares other than ordinary shares. The calculation of basic and diluted earnings per share is shown below:

Figures in € units 31/12/2024 31/12/2023
Profit for the year - Group share (A) 35,266,397 38,370,177
Average number of shares (B) 10,181,624 9,969,576
Number of treasury shares (C) 33,908 18,436
Average number of shares in circulation (D) = (B) –
(C)
10,147,716 9,951,140
Earnings per share -
basic (E) = (A) / (D)
3.48 3.85
Earnings per share -
diluted (F) = (A) / (D)
3.48 3.85

Other reserves are detailed below:

Description 31/12/2024 31/12/2023
Legal Reserve 311 311
Extraordinary Reserve 23,611 25,053
Consolidation Reserve 15 15
FTA Reserve 17 17
IAS 19 Reserve 35 91
Treasury Shares in Portfolio Reserve -1,994 -1,231
Stock Option Reserve 100 976
Cash Flow Hedge Reserve -89 -109
Capital Increase Costs Reserve -10 0
Profits carried forward 118,316 87,922
Total 140,312 87,041

The reconciliation of the parent company's separate shareholders' equity and result for the year and the consolidated shareholders' equity and result for the year is shown below.

Description Result for
the year
Shareholder
s' Equity
Parent Company Financial Statement Balance 43,519 159,376
Change in the scope of consolidation - -
Change in IAS 19 Reserve for consolidated companies - (56)
Pro-rata results of Subsidiaries 36,320 36,320
Allocation of subsidiaries' consolidated profit for (44,573) 28,982
previous year
Total Group shareholder's equity and profit for the year 35,266 224,623

7.4 EQUITY AND FINANCIAL SITUATION: NON-CURRENT LIABILITIES

7.4.1 Medium and long-term loans € 45,533 thousand

Description 31/12/2024 31/12/2023
Amounts due to Banks 24,781 40,336
Amounts due to other lenders 20,752 20,753
Total 45,533 61,089

Amounts due to banks refer mainly to the medium/long-term loans entered into by the Group, substantially intended for investments connected with selective activities of infrastructure as a service for key customers on a long-term basis.

The decrease of Euro 15,555 thousand is attributable to the algebraic sum of:

  • a) the increase resulting from the change in the scope of consolidation of Euro 281 thousand;
  • b) the decrease due to the amortisation of existing loans.

Payables to other lenders refer to the medium/long-term financial liabilities recognised:

  • a) for Euro 2,280 thousand with landlords and financial intermediaries against long-term rental and lease agreements entered into by the Group in compliance with IFRS 16 (Euro 513 thousand of which resulting from the change in the scope of consolidation);
  • b) for Euro 12,472 due to landlords and financial intermediaries for financial and operating leases entered into for the acquisition of technology related to the provision of long-term technical services to customers and recognised in compliance with IFRS 16;
  • c) for Euro 6,000 thousand as the final instalment of the consideration for the acquisition of the investment in Infordata S.p.A., to be paid by 31 January 2027.

The breakdown of medium and long-term financial payables outstanding at 31/12/2024 among Group companies is shown below.

Description Payable to banks Payable to other lenders Total
Digital Value S.p.A. 0 6,466 6,466
Italware S.r.l. 2,000 10,728 12,728
ITD Solutions S.p.A. 22,500 1,888 24,388
TT Tecnosistemi S.p.A. 0 1,052 1,052
Dimira S.r.l. 0 5 5
DV Cyber S.r.l. 0 100 100
Infordata S.p.A. 0 513 513
Eurolink S.r.l. 281 281
Total 24,781 20,752 45,533

The following table summarises bank loans taken out by Group companies, divided into current and non-current portions outstanding at 31 December 2024.

Bank Notional
amount
Non-
Debt Start Expiry remaining at Current current
(Euro thousands) by contract date date December
2023
portion portion

Total Bank Loans 44,329 19,549 24,781
BPC - Banca Popolare del Cassinate 1,000 30/06/2021 30/06/2027 454 174 281
MPS - Banca Monte Paschi di Siena 1,000 16/01/2024 31/01/2025 111 111 0
Banca Nazionale del Lavoro 1,500 26/04/2024 09/05/2025 625 625 0
Unicredit 2,000 15/05/2024 30/11/2025 1,239 1,239 0
Unicredit 1,000 29/10/2024 27/01/2025 1,000 1,000 0
Intesa San Paolo 30,000 30/01/2023 31/12/2027 22,500 7,500 15,000
BPM - Banca Popolare di Milano 10,000 29/10/2021 31/12/2026 5,000 3,000 2,000
Intesa San Paolo 20,000 30/09/2021 31/03/2027 12,000 4,500 7,500
MPS - Banca Monte Paschi di Siena 7,000 31/07/2020 31/12/2025 1,400 1,400 0

Key characteristics of the loan agreements in place at 31 December 2024:

Bank
(Euro thousands) Rate Derivati
ves
Guaranti
es
Covenants Financial covenants
Bank loans existing at 31 December 2024
MPS - Banca Monte
Paschi
Variable No No Yes
Intesa San Paolo Variable No No Yes NFP/MOL of the Consolidated ITD
Solutions SpA as of 12/31 every year = 2.5</td
BPM - Banca Popolare
di Milano
Fixed No No Yes
Intesa San Paolo Variable No No Yes NFP/EBITDA at 31/12 every year = 3.8;
5.2M €
Unicredit Variable No No No n/a
Unicredit Variable No No No n/a
Banca Nazionale del
Lavoro
Variable No No No n/a
MPS - Banca Monte
Paschi
Variable No No No n/a
BPC - Banca Popolare
del Cassinate
Variable No No No n/a

At 31 December 2024, the financial parameters (covenants) of all the loan agreements indicated had been met. It should be noted that on the basis of the forecasts formulated in its 2025 budget and 2026-2027 extrapolation, also taking into account the assumptions used to formulate any adverse scenarios, there are no critical issues concerning compliance with the aforementioned covenants also for the financial year 2025. On the date of this report, no conditions have arisen that would make this forecast of compliance with the financial parameters no longer valid.

On the date of this report, there are no real and/or personal guarantees burdening the Group's financial debt.

The Group has not pledged stocks or shares of subsidiaries against its specific loans. With reference to the clauses envisaged in the loan agreements, it should be noted that:

  • such clauses have never been activated;
  • the Group has always fulfilled the commitments and obligations undertaken;
  • the Group has regularly paid each bank intermediary the instalments due on the basis of the corresponding amortisation schedules;
  • with reference to the conditions of compulsory early repayment or other conditions of termination, withdrawal or forfeiture of the benefit of the term, there are no circumstances that could generate the occurrence of such conditions;
  • Existing bank loans were not renegotiated.

7.4.2 Employee benefits Euro 1,309 thousand

Description 31/12/2024 31/12/2023
Employee benefits 2,432 1,309
Total 2,432 1,309

The provision for employee benefits relates to the severance pay accrued by the companies included in the consolidated financial statements. The liability for severance indemnities was calculated in accordance with current regulations governing relationships with employees and corresponds to the company's actual commitment to individual employees on the balance sheet date. The amount accrued refers to employees who, following the entry into force of the new supplementary pension system, have specifically assigned the severance indemnity accruing from 1 January 2007 to the company. The amount relating to the employee severance indemnity provision is net of the amounts paid out during the year and allocated to pension funds. The resulting amount was valued in accordance with IAS/IFRS (IAS 19).

Changes in this item are detailed as follows:

economic-financial

Figures in € thousands PROVISION FOR
SEVERANCE
INDEMNITIES
Book value 31.12. 2023 1,309
Service cost 332
Interest cost 54
Uses and advances -134
Actuarial loss/(gain) -6
Change in the scope of consolidation 877
Book value 31.12. 2024 2,432
For actuarial valuations, the following and demographic
were considered:

assumptions

Demographic assumptions

The probabilities of death were deduced from the Italian population broken down by age and gender as recorded by ISTAT in 2000 and reduced by 25%;

The probability of elimination of an employee becoming disabled and leaving the company due to absolute and permanent disability are those resulting in the disability tables currently used in reinsurance practice, broken down by age and gender;

The probability of termination of employment due to resignation and dismissal are those resulting from annual frequencies, based on company data, over an observation period between 2019 and 2024 and set at 11.68% per annum;

The probability of requesting an advance is set at 1.30% per year, with an average advance rate of 80.00%;

For the years missing to the retirement of a generally active person, the time of attainment of the first of the retirement requirements valid for the General Compulsory Insurance was taken as a reference;

Economic-financial hypothesis

The macroeconomic scenario used for the assessments is described in the following table:

Parameters Dynamic hypothesis
Rate of salary increase 2.60%
Discount rate 2.472%

With regard to the hypothesis concerning inflation, reference was made to the "Economic and Financial Document 2023 - Update Note", approved by the Council of Ministers on 27 September 2023, which envisages an annual rate of 2.3% for 2024, 2% for 2025 and 2.1% for 2026. As a result of this update, the assumption of adopting a flat rate of 2.1% from 2027, also on an annual basis, was made.

The substitute tax on income is applied to the revaluations of the termination indemnity effective from 1 January 2015 in the new amount as established by the 2015 Stability Law (Law no. 190 of 23 December 2014, art.44, paragraph 3).

With reference to the discount rate adopted in all valuations attributable to IAS 19R, reference was made to the structure by maturity of interest rates derived with the bootstrap method from the swap rate curve recorded at 03/01/2025 (Source: il Sole 24 ore) and fixed with respect to liabilities with an average residual duration of 14 years.

Reasonably possible changes in actuarial assumptions at the reporting date would have had an effect on the defined benefit obligation equal to the amounts shown in the table below:

% Increase Decrease
Turnover rate +/- 0.5% (0.5) 0.5
Rate of inflation +/- 0.5% 3 (2)

Mortality rate +/- 0.025% - -
Interest rate +/- 0.5% (7) 7

7.4.3 Non-current Trade Payables Euro 16,763 thousand

Description 31/12/2024 31/12/2023
Trade payables 16,763 21,896
Total 16,763 21,896

These are medium/long-term trade payables contracted with the major international vendors in the IT sector (IBM, DELL-EMC, ORACLE, SAP, LENOVO) for supplies received and delivered to the Group's key customers on the basis of long-term contracts (infrastructure as a service).

The breakdown of non-current trade payables among Group companies at 31/12/2024 is shown below.

Description 31/12/2024 31/12/2023
ITD Solutions S.p.A. 0 1,069
Italware S.r.l. 16,763 20,827
Total 16,763 21,896

7.4.4 Provisions for risks, charges and taxes Euro 4,127 thousand

Description 31/12/2024 31/12/2023
Provisions for pensions 1,128 1,077
Provisions for taxes 2 9
Derivative financial instruments (liabilities) 117 144
Other provisions 2,880 562
Total 4,127 1,792

The provision for pensions relates to the provision for directors' severance pay. The amount accrued was calculated on the basis of that decided by the Ordinary General Meeting of Shareholders and corresponds to the actual commitment of the shareholders at the end of the financial year.

Derivative financial liabilities include the negative fair value (of the interest rate swap (IRS) entered into by the consolidated company ITD Solutions S.p.A. to hedge the change in interest rates (IRS) related to the variable-rate loan of Euro 30,000 thousand entered into during the year with Banca Intesa. . The mark-to-market of the instrument at 31/12/2023 was negative by Euro 117 thousand. The notional amount of reference as of 31/12/2024 is Euro 13,500 thousand

and the maturity date is 31/12/2027. The purpose of the instrument is to hedge the risk of the variability of future cash flows (cash flow hedging) arising from the variable rate of the associated loan. The fair value of the financial instrument is level 2.

Other provisions include, in particular, the provision of Euro 211 thousand set aside to cover expected losses of the subsidiary Dimira S.r.l. and provisions for risks related to certain receivables and payables.

In particular, during the year under review, Euro 2,038 thousand was set aside in accordance with the Group's procedure for "Managing the risks of money laundering, receiving stolen goods and the use of money or goods of illegal origin" as an additional self-cleaning measure in relation to the orders under dispute in the legal proceedings referred to in the section of the Report on Operations entitled "Significant events that occurred during the year" and to which express reference is made.

The provision was calculated as equal to the "monetary margin" realised at 31 December 2024 on the orders contested. A dedicated account was set up during 2025 to collect the amounts set aside and made unavailable until any compensation for the damage ascertained has been paid. The amount set aside is subject to monthly updates in the event of any further monetary margins realised in relation to the aforementioned contracts.

The changes that occurred during the year under review are shown below.

Figures in €
thousands
Provisions
for
pensions
Provisi
ons for
taxes
Derivative
financial
liabilities Other Provisions Total
Book value 31.12. 2023 1,077 9 144 562 1,792
Increases 51 0 0 2,560 2,611
Uses 0 -7 -27 -242 -276
Book value 31.12. 2024 1,128 2 117 2,880 4,127

7.5 EQUITY AND FINANCIAL SITUATION: CURRENT LIABILITIES

7.5.1 Short-term loans Euro 54,684 thousand

.

Description 31/12/2024 31/12/2023
Amounts due to Banks 41,063 26,080
Amounts due to other lenders 13,621 13,870
Total 54,684 39,950

Amounts due to banks refer to the short-term portion of advances and loan agreements entered into by the Group, substantially intended for investments

connected with selective activities of infrastructure as a service for key customers on a longterm basis.

The increase of Euro 14,983 thousand is attributable to:

  • a) Euro 9,842 thousand due to changes in the scope of consolidation
  • b) the remainder due to the amortisation of existing loans and for new short-term loans.

Amounts due to other lenders refer to:

  • a) for Euro 6,000 thousand, to the first of the two instalments of the consideration for the acquisition of the investment in Infordata S.p.A., to be paid by 26 September 2025;
  • b) for Euro 2,407 thousand with landlords and financial intermediaries against long-term rental and lease agreements entered into by the Group and recognised in compliance with IFRS 16 (Euro 513 thousand of which resulting from the change in the scope of consolidation);
  • c) for Euro 4,898 due to landlords and financial intermediaries for financial and operating leases entered into for the acquisition of technology related to the provision of long-term technical services to customers and recognised in compliance with IFRS 16;
  • d) for the remainder to miscellaneous financial payables.

The breakdown of medium and long-term financial payables outstanding at 31/12/2024 among Group companies is shown below.

Description Amou
nts due
to
Banks
Amounts due
to other
lenders
Total
Digital Value S.p.A. 0 6,321 6,321
ITALWARE S.r.l. 16,550 3,901 20,451
ITD Solutions S.p.A. 13,665 1,265 14,930
DIMIRA S.r.l. 0 15 15
TT Tecnosistemi S.p.A. 1,006 674 1,680
DV Cyber Security S.r.l. 0 236 236
DV Broker S.r.l. 0 126 126
Infordata S.p.A. 7,504 1,083 8,587
Eurolink S.r.l. 2,338 0 2,338
Total 41,063 13,621 54,684

7.5.2 Trade payables Euro 367,748 thousand

Description 31/12/2024 31/12/2023
Trade Payables 367,748 403,184
Total 367,748 403,184

The breakdown of payables by class of maturity is shown below.

Figures in € thousands TOTAL Yet to 0 - 30 30 and 60 61 and 90 91 and 365 over 365
31/12/2024 mature days days days days days
Trade payables 367,748 259,693 52,845 22,001 17,093 14,762 1,355

Euro 52,276 thousand of the change in current trade payables is attributable to the change in the scope of consolidations, with the remainder being attributable to the normal course of operations of the consolidated companies as detailed below:

Description 31/12/2024 31/12/2023 Change
Digital Value S.p.A. 2,169 1,464 705
ITD Solutions S.p.A. 53,529 110,719 -57,190
Italware S.r.l. 214,949 267,346 -52,397
Italware Services S.r.l. 494 852 -358
Dimira S.r.l. 26,108 4,029 22,079
TT Tecnosistemi S.p.A. 16,585 17,399 -814
DV Cyber Security S.r.l. 923 92 831
Digital Value Managed services S.r.l. 715 1,282 -567
DV Broker S.r.l. 0 1 -1
Infordata S.p.A. 25,719 0 25,719
Eurolink S.r.l. 26,557 0 26,557
Total 367,748 403,184 -35,436

7.5.3 Tax payables Euro 11,257 thousand

Description 31/12/2024 31/12/2023
IRES tax 7,030 2,546
payable 1,868 603
IRAP tax 2,359 1,689
payable 11,257 4,838
Other taxes payable
Total

Starting from financial year 2019, Digital Value S.p.A. has exercised the option for the National Tax Consolidation tax regime jointly with ITALWARE S.r.l., ITD Solutions S.p.A. and ITALWARE Services S.r.l. as consolidated companies.

At 31.12.2024, the Group's liability for IRES amounted to Euro 7,030 thousand while that for IRAP amounted to Euro 1,868 thousand.

Other tax liabilities consist mainly of VAT payable and

IRPEF withholdings relating to employee remuneration and payments to self-employed workers.

The increase compared to the previous year is due mainly to the delay in the payment of the second instalments of IRES and IRAP 2025, which were paid on 27 February 2025 under a tax amnesty arrangement. The change in the scope of consolidation had an impact of Euro 526 thousand.

7.5.4 Other Liabilities Euro 13,948 thousand

Description 31/12/2024 31/12/2023
Social security 2,045 1,140
payables Other 7,120 2,622
payables 1,118 984
Accrued 3,665 2,524
expenses 13,948 7,270
Deferred
income Total

Social security payables include payables to social security institutions arising from contribution, social security or insurance obligations, pursuant to the law, collective labour agreements, and local or company supplementary agreements.

This item also includes the amounts of social security and welfare contributions withheld from employees awaiting payment.

Other payables consist mainly of payables to employees for wages and salaries accrued but not yet paid, including additional months' salaries accrued and payables for holidays, leaves of absence and other contractual or legal entitlements accrued but not exercised.

Accrued expenses include portions of costs for interest and other charges accruing in the year not yet paid.

Deferred income refers mainly to contracts for which the proceeds have had a financial impact during the year under review, but are accrued in one or more subsequent years as the supply of goods and/or provision of related services will take place in subsequent years. The change compared to the previous year is due mainly to the change in the scope of consolidation, which led to an increase of Euro 6,950 thousand.

7.5.5 Liabilities related to assets held for sale Euro 9,298 thousand Description 31/12/2024 31/12/2023

Liabilities relating to assets destined for sale 9,298 0
Total 9,298 0

The item includes the liabilities of the consolidated companies Technis Blu S.p.A. and IDGFAB S.r.l., which are destined for sale.

7.5.6 Additional disclosures on financial instruments and risk management policies

The following schedules contain the additional disclosures required by IFRS 7 in order to assess the significance of financial instruments with respect to the Company's financial position, financial performance and results of operations.

A breakdown of the carrying amount of financial assets and liabilities into the categories required by IAS 39 at 31 December 2024 is shown below.

Balance Sheet Item Values current at
Fair Value
Book
Values
NON-CURRENT ASSETS
Non-current financial assets - 448
CURRENT ASSETS
Cash and cash
equivalent
- 112,382
TOTAL FINANCIAL
LIABILITIES
- 112,830
NON-CURRENT LIABILITIES
Amounts due to Banks - 41,063
Amounts due to Other Lenders - 13,621
Hedging derivatives 117 -
CURRENT LIABILITIES
Amounts due to banks - 24,781
Amounts due to Other Lenders - 20,752
TOTAL FINANCIAL
LIABILITIES
117 100,217

7.6 INCOME STATEMENT: REVENUES

7.6.1 Revenues and other income Euro 815,805 thousand

Description 31/12/2024 31/12/2023
Revenues from sales and services 814,670 846,482
Other revenues and income 1,135 910
Total 815,805 847,392

The Value of production and the change in this value are related to that stated in the Report on Operations. The breakdown of turnover by geographic area is not significant for the presentation

of these financial statements, as almost all of the customers reside within Italy.

7.7 INCOME STATEMENT: OPERATING COSTS

The Costs of production and the change in these costs are related to that stated in the Report on Operations.

7.7.1 Costs for the purchase of consumables and goods Euro 530,790 thousand

Description 31/12/2024 31/12/2023
Costs for purchasing goods 492,864 556,152
Changes in inventories of goods 37,926 14,434
Total 530,790 570,586

7.7.2 Costs for services and for the use of third-party of goods Euro 163,816 thousands

Description 31/12/2024 31/12/2023
Services in support of production 145,439 148,710
Administrative, legal, fiscal and notarial costs 1,135 2,700
Board of Directors 1,723 1,421
Board of Statutory Auditors and Oversight 154 214
Committee
Insurance policies 811 1,165
Travel and accommodation 800 990
Telephone 346 341
Marketing and communication 532 478
Development / M&A 922 1,029
Consulting and Italian Stock Exchange 311 346
Other miscellaneous 11,642 4,282
Total 163,816 161,676

The increase in this item refers mainly to the increase in costs for services related to activities connected with projects engineered and implemented to support customers in the development and management of personal productivity infrastructures, data management and transport infrastructures, and digital transformation solutions in IAAS, PAAS, and SAAS modes.

7.7.3 Personnel costs Euro 28,718 thousand

Description 31/12/2024 31/12/2023
Wages and salaries 20,454 18,086
Social security payments 6,597 5,713
Employee benefits 837 841
Other personnel costs 830 329
Total 28,718 24,969

This item includes all employee expenses, including accrued holiday and additional month's salary as well as the associated social security charges, in addition to the provision for severance indemnities and other contractual costs.

Information on the occupational aspects of employees is provided below, emphasising that the Group conducts its business in full compliance with all applicable laws on the workplace environment and on occupational health and hygiene.

There were 678 employees on 31 December 2024, broken down as follows:

(in units) 31/12/2024 31/12/2023
Executives 25 20
Managers 92 50
Office staff 560 274
Total 678 344

The increase in human resources is due to the change in the scope of consolidation.

7.8 INCOME STATEMENT: FINANCIAL INCOME AND EXPENSE

Description 31/12/2024 31/12/2023
Financial income 1,554 1,480
(Financial expenses) (4,682) (6,009)
Profit/(Losses on exchanges) (1,221) 77
Total (4,350) (4,452)

The change in financial expenses is related to the fluctuation in the reference interest rates defined by the ECB, which impact financing operations and the factoring of trade and tax receivables carried out during the year.

7.9 INCOME STATEMENT: INCOME TAXES

7.9.1. Taxes Euro 17,039 thousand

This item relates to current taxes (IRES and IRAP) allocated on an accrual basis and determined in accordance with current rates and regulations.

TRANSACTIONS WITH RELATED PARTIES

With regard to reporting on transactions with related parties pursuant to articles 2427 and 2428 of the Italian Civil Code and in compliance with the provisions of IAS 24, it should be noted that the transactions carried out with such parties, which relate to ordinary management, were concluded at market conditions. The identification of the Group's related parties was carried out in compliance with IAS 24.

These transactions do not include any atypical and/or unusual transactions.

The most significant transactions between Group companies and related parties are summarised below, with reference to 31 December 2024:

Related party (Euro thousands) Financial
Costs and
Expenses
Financial
Revenues
and Income
Receivab
les
Payables
Digital Value Holding S.p.A. 150 0 0 549
Totals at 31/12/2024 150 0 0 549

DIRECTORS AND STATUTORY AUDITORS' FEES

Amounts in € thousands

Directors Audito
Digital Value 1,723 125

REMUNERATION OF INDEPENDENT AUDITORS AND NETWORK

Pursuant to article 149-duodecies of the Issuers' Regulations, it should be noted that the remuneration payable to BDO Italia S.p.A. and the BDO network for services rendered during the 2024 financial year is summarised in the table below:

Amounts in € thousands

Amount
Legal Auditing 188
Other services 60
Other services of the BDO 103
network
Total 351

COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES NOT DISCLOSED IN THE EQUITY AND FINANCIAL SITUATION

In observance of the provisions of article 2427, first paragraph, no. 9) of the Italian Civil Code, we provide the following information on commitments, guarantees and contingent liabilities

not disclosed in the balance sheet: the company issued sureties through insurance and banking institutions to participate in tenders for a total amount of Euro 10,697 thousand.

PUBLIC DISBURSEMENTS PURSUANT TO ARTICLE 1, PARAGRAPHS 125-129, LAW NO. 124/2017

During the financial year, the Group received subsidies, grants, paid assignments and other economic benefits pursuant to Law 124/2017, paragraph 5, for a total of Euro 670 thousand. The following table shows the figures relating to the disbursing entities, the amount or value of the assets and a brief description of the reasons for the benefit.

Consolidated
company
Disbursing entity Contributi
on
received
Reason
Infordata S.p.A. Ministry of Enterprise and Made in Italy 450 Advance payment for the
Remote project -
non-repayable grant
Infordata S.p.A. Ministry of Enterprise and Made in Italy 199 Subsidised loan
Remote
Eurolink S.r.l. Simest S.p.A. 19 Balance of the non-repayable
grant awarded ref.
Bestime TEM Project
Technis Blue S.p.A. ANPAL New Skills Fund (FNC) 2 Non-repayable grant
awarded for training in new
skills

SIGNIFICANT NON-RECURRING EVENTS AND TRANSACTIONS

For 2024, there were no significant non-recurring transactions, as defined by Consob Communication no. DEM/6064293 of 28 July 2006, other than those described in the report on operations under significant events in 2024.

TRANSACTIONS RESULTING FROM ATYPICAL AND/OR UNUSUAL ACTIVITIES

The Company did not carry out any significant atypical and/or unusual transactions, as defined by Consob Communications no. DEM/6037577 of 28 April 2006 and no. DEM/6064293 of 28 July 2006, during 2024 other than those described in the notes to the financial statements and in the report on operations.

SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE YEAR

On this point, please refer to the report on operations for significant events occurring after the end of the year.

SEPARATE FINANCIAL STATEMENTS

Separate Statement of Financial Position

(€ units) Note 31/12/2024 31/12/2023
Intangible assets 6.1.1 83,341 88,562
Tangible assets and Rights of use 6.1.2 799,755 827,836
Financial fixed assets 6.1.3 80,159,966 56,259,692
Total non-current assets 81,043,062 57,176,090
Trade receivables 6.2.1 7,725,803 2,645,336
Tax receivables 6.2.2 0 0
Other assets 6.2.3 95,879,188 66,401,114
Cash and cash equivalents 6.2.4 1,349,024 1,607,015
Total current assets 104,954,015 70,653,465
Total assets 185,997,077 127,829,555
Share capital 6.3 1,588,886 1,554,958
Share premium reserve 6.3 48,021,037 34,882,965
Other reserves 6.3 66,246,969 45,941,085
Result for the period 6.3 43,519,471 31,398,363
Total shareholders' equity 159,376,362 113,777,370
Medium and long-term loans 6.4.1 6,465,860 438,276
Employee benefits 6.4.2 515,526 403,954
Provisions for risks and charges 6.4.3 211,361 211,361
Deferred tax liabilities 6.4.4 0 354,857
Total non-current liabilities 7,192,747 1,053,591
Short-term loans 6.5.1 6,321,293 6,961,560
Trade payables 6.5.2 4,496,811 2,473,100
Tax payables 6.5.3 7,633,426 2,840,917
Other liabilities 6.5.4 976,438 723,017
Total current liabilities 19,427,968 12,998,593
Total liabilities 26,620,715 14,052,185
Total shareholders' equity and liabilities 185,997,077 127,829,555

Separate Comprehensive Statement of Income

(€ units) Note 31/12/2024 31/12/2023
Revenues 6.6.1 10,074,586 6,887,027
Other income 6.6.1 91,666 15,482
Total revenues 10,166,252 6,902,509
Consumable materials and goods (1,311) (109,044)
Costs for services and for the use of third-party
of goods
6.7.1 (7,637,488) (4,657,266)
Personnel costs 6.7.2 (5,243,275) (5,013,867)
Other operating costs (134,527) (23,846)
Total operating costs (13,016,600) (9,804,023)
EBITDA (2,850,348) (2,901,514)
Amortisation, depreciation and write-downs (385,183) (409,638)
Operating result (3,235,531) (3,311,151)
Financial income 6.8 47,074,316 34,615,605
Financial expenses 6.8 (82,238) (33,186)
Profit before taxes 43,756,546 31,271,268
Income taxes 6.9.1 (237,075) 127,095
Profit for the period 43,519,471 31,398,363
Profit per share -
basic
6.3 4.29 3.16
Profit per share -
diluted
6.3 4.29 3.16
Profit/(loss) for the year (A)
Other comprehensive profit/(loss) not
subsequently reclassified to the Income statement:
43,519,471 31,398,363
Profit/(loss) from actuarial profits and losses
on benefits to employees
(24,340) (27,422)
Tax Effect 0 0
Total other comprehensive profit/(loss) not
subsequently reclassified to the
income statement (B1)
(24,340) (27,422)
Other comprehensive profit/(loss) not
subsequently reclassified to the Income
statement:
0 0
Profit/(loss) from the conversion of the financial
statements
0 0

Total
other
comprehensive
profit/(loss)
subsequently
reclassified
to
the
income
statement, net of the tax effect (B2)
0
0
Total other comprehensive profit/(loss), net
of the tax effect (B)=(B1)+(B2)
(24,340)
(27,422)
Total comprehensive profit/(loss)(A)+(B) 43,495,131
31,370,941

Statement of Changes in Separate Shareholders' Equity at 31 December 2024 (figures in Euro units)

(€ units) Share capital Share
premium
reserve
shares
Other
reserves
Profit
for the
Total
shareholders' equity
At 31 December 2022 1,554,958 34,882,965 26,185,659 year
27,651,658
90,275,240
Destination of result 2002 - - 27,651,658 (27,651,658) -
Purchase of treasury shares - - (304,168) - (304,168)
2022
Stock options
- - 909,497 - 909,497
Distribution of dividends - - (8,474,139) - 8,474,139
Total changes before
other comprehensive
income statement
components
Income statement
- - 19,782,848 (27,651,658) (7,868,811)
Actuarial
profit/(loss)
IAS 19
- - (27,422) (27,422)
Total changes in the
comprehensive income
- - (27,422) 31,398,363 31,370,941
statement
At 31/12/2023 1,554,958 34,882,965 45,941,085 31,398,363 113,777,370
Allocation of profit/loss 2023 - - 31,398,363 (31,398,363) -
Capital increase 33,928 13,138,072 - - 13,172,000
Capital increase costs - - (10,936) - (10,936)
Purchase of treasury shares - - (763,825) - (763,825)
Stock options - - (876,197) - (876,197)
Distribution of dividends - - (9,417,181) - 9,417,181
Total changes before
The other components of the
income statement 33,928 13,138,072 20,330,224 (31,398,363) 2,103,861
Actuarial gains/(losses)
IAS 19
- (24,340) - (24,340)
Total changes in the comprehensive
income statement
- (24,340) 43,519,471 43,495,131
At 31 December 2024 1,588,886.00 48,021,037 66,246,969 43,519,471 159,376,362

Separate Cash Flow Statement prepared using the indirect method

In Euro units 31/12/2024 31/12/2023
REVENUE MANAGEMENT ACTIVITIES
Profit for the year before taxation 43,756,546 31,271,268
Net interest (2,418,962) (1,613,845)
Dividends (44,573,115) (32,968,574)
Accrued for provisions for risks and charges 0 0
Accrued for severance pay 75,767 87,534
Adjustments for:
Depreciation and impairment of fixed assets 385,183 409,638
Capital (gains)losses 0 0
Other provisions and write-downs (writebacks) 0 0
Changes in assets and liabilities
Trade receivables (10,332) 12,414
Inventories and job orders in progress 0 0
Other operating assets (1,509,318) 3,317,026
Trade payables 155,011 (276,823)
Other operating expenses 7,645 23,296
on Employee Severance Indemnities 0 0
Provisions for risks and charges 0 (354,857)
Taxes paid 0 0
Dividends received 33,804,130 62,540,003
Interest collected 84,048 2,488
Cash flow from operating assets 29,756,602 62,449,566
INVESTMENT ACTIVITIES
Purchase of tangible assets 26,292 (1,111,977)
Sales of tangible assets 0 0
Purchase of intangible assets (378,173) (57,164)
Purchase of shareholdings (23,900,274) (1,201,500)
Disbursement of loans (14,904,575) (47,371,314)
Cash flow from investment activities (39,156,730) (49,741,956)
LENDING ACTIVITY
Payment of Dividends 0 (8,474,140)
New medium to long-term loans (9,417,181) 0
Repayment of medium to long-term loans 0 0
Paid-in capital increase 13,172,000 0
New loans to others 12,027,584 1,205,936
Repayment of other loans (6,640,267) (4,450,980)
Cash flow from lending activity 9,142,137 (11,719,183)
TOTAL CASH FLOW FOR THE PERIOD (257,991) 988,427
OPENING CASH AND CASH EQUIVALENTS 1,607,015 618,588
CLOSING CASH AND CASH EQUIVALENTS 1,349,024 1,607,015

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EXPLANATORY NOTES TO THE SEPARATE FINANCIAL REPORT AT 31 December 2024

1. STRUCTURE AND CONTENT OF THE SEPARATE FINANCIAL REPORT

The separate financial report at 31 December 2024 has been prepared in accordance with the valuation and measurement criteria set out in the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission.

The reporting date of the separate financial report coincides with the end of the business year.

The Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Shareholders' Equity are presented in Euro units while the amounts shown in the Notes to the Financial Statements are presented in Euro thousands, unless otherwise specified.

This report has been prepared

in accordance with IAS/IFRS and the related interpretative standards (SIC/IFRIC) endorsed by the European Commission in force at that date.

The criterion generally adopted for the recognition of assets and liabilities is historical cost, unless otherwise indicated.

The financial statement formats adopted are consistent with those prescribed by IAS 1; in particular

  • the Statement of financial position has been prepared with the classification of assets and liabilities according to the "current/non-current" criterion;
  • the separate Income Statement has been prepared by classifying operating costs by nature, as this form of presentation is considered more appropriate to represent
  • the specific business of the Company and complies with internal reporting methods and is in line with industry practice;
  • the Statement of Comprehensive Income includes, in addition to the profit (loss) for the year, as per the Separate Income Statement, other changes in Shareholders' Equity other than those with Shareholders;
  • the statement of cash flows shows the cash flows from operating activities according to the "indirect method".

Directive 2004/109/EC (the "Transparency Directive") and Delegated Regulation (EU) 2019/815 introduced the obligation for issuers of securities listed on regulated markets in the European Union to prepare their annual financial reports in XHTML, based on the ESEF (European Single Electronic Format), approved by ESMA.

Reference is also made to the interpretative and supporting documents for the application of the accounting standards issued by the Italian international regulatory and supervisory bodies and by the standard setters, which were also considered in the preparation of these Financial Statements, where applicable, and include:

  • ESMA's Public Statement of 25 October 2023 "European common enforcement priorities for 2023 annual financial reports", which reiterates, among other things, certain recommendations already contained in its previous Public Statement published in October 2022; specifically, in the preparation of financial statements and in the disclosures made, payment of particular attention is requested in relation to:
  • climate aspects and consistency between the information contained in the financial statements and non-financial information, to the accounting of emission allowances (ETS) and certificates relating to renewable energy and to the climate-related impairment test process;
  • the impact of the current macroeconomic environment on refinancing and other financial risks, as well as the process of determining fair value and related disclosure;
  • alternative performance indicators.
  • Discussion paper no. 1/2022 "Impairment test of non-financial assets (IAS 36) following the war in Ukraine" published on 29 June 2022 by the Organismo Italiano di Valutazione ("OIV"), which incorporates the contents of ESMA's Public Statement of 13 May 2022 (the subject of Consob's 19 May 2022 Call for Attention) and provides operational guidance for dealing with the uncertainty of the current situation within the context of the possible exercise of the impairment test.

2. ACCOUNTING STANDARDS AND VALUATION CRITERIA

The preparation of the financial statements and related notes in accordance with IAS-IFRS requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the amount of revenues and costs in the reporting period. The estimates and assumptions used are based on experience and other factors considered relevant. Consequently, the actual results may differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of any changes to them are reflected in the income statement in the period in which the estimate is reviewed if the review affects that period only, or in subsequent periods if the review affects both current and future periods.

For a better understanding of the separate Financial Statements, the most significant estimates in the process of preparing the separate Financial Statements are indicated below because they involve a high degree of reliance on subjective judgements, assumptions and estimates relating to matters that are by their nature uncertain. Changes in the conditions underlying the judgements and assumptions made could have a significant impact on subsequent results.

  • Valuation of receivables: trade receivables are adjusted by the relevant allowance for doubtful accounts to reflect their recoverable amount. Determining the amount of impairment requires the directors to make subjective judgements based on past experience for similar receivables or current and historical past due amounts, closing rates, losses and collections, and careful monitoring of credit quality.
  • Inventory valuation: inventories with obsolete characteristics are periodically assessed and written down if their net realisable value is lower than their book value. Write-downs are calculated on the basis of management's assumptions and estimates, resulting from its experience and from sales forecasts.
  • Valuation of deferred tax assets: the valuation of deferred tax assets the recovery of which in future years is considered highly likely - is based on expected taxable income in future years. The valuation of such expected taxable income depends on factors that could change over time and have significant effects on the valuation of deferred tax assets.
  • Income Taxes: the determination of the tax liability requires the use of judgement by management with respect to transactions with uncertain tax implications on the balance sheet date.
  • Impairment of intangible and tangible assets with a finite useful life: these assets are subject to impairment testing determine whether there has been a loss in value, which should be recognised through a write-down, when there are indications that it may be difficult to recover their net book value through use. Verification of the existence of the above indicators requires Directors to make subjective assessments based on information available within the company and on the market, as well as on historical experience. Moreover, if it is determined that a potential reduction in value may have been generated, the company proceeds to determine said value using appropriate evaluation techniques. The correct identification of elements indicating the existence of a potential impairment, as well as the estimates used to determine them depend on factors that may vary over time and are subject to uncertainties and the use of estimates (growth rates, rates of return on assets, economic-financial projections influenced by exogenous variables that cannot be controlled) which influence the valuations and estimates made by the Directors.

  • Valuation of intangible and tangible assets with a defined useful life: tangible and intangible assets with a defined useful life are amortised over the estimated useful life of the related assets. The useful economic life of assets is determined by the Directors at the moment of purchase; it is based on historical experience for similar assets, market conditions and advances regarding future events that could have an impact on the useful life. Consequently, the actual economic life may differ from the estimated useful life. The company periodically assesses changes in technology and industry to update the remaining useful life. This periodic update could lead to a change in the amortisation period and consequently also in the amortisation rate for future years.
  • Pension plans: the current value of the liability for pension benefits depends on a number of factors that are determined by actuarial techniques using certain assumptions. The assumptions relate to the discount rate, the expected return on assets serving the plan, rates of future salary increases, and mortality and resignation rates. Any changes in the above assumptions could have a significant effect on the liability for pension benefits.
  • Valuation of provisions for risks: after consulting their legal and tax advisors and experts, the Directors establish a liability for litigation when they believe it is probable that a financial outlay will be incurred and when the amount of the resulting losses can be reasonably estimated. This estimate involves the adoption of assumptions that depend on factors that may change over time and could therefore have significant effects on the current estimates made by the Directors for the preparation of the company's separate financial statements.
  • Determination of fair value: the fair value of certain financial assets that are not listed on active markets is determined using valuation techniques. The company valuation techniques that use inputs that are directly or indirectly observable by the market on the balance sheet date, related to the assets being valued. Although we consider the estimates of these fair values to be reasonable, possible changes in the estimation factors on which the calculation of these values is based could lead to different valuations.

In preparing this Financial Report, the Board of Directors assessed the Company's ability to continue to operate as a going concern, contemplating the recoverability of assets and the settlement of liabilities in the normal course of business. In particular, the existence of the assumption that the Group is a going concern is confirmed by the 2025 budget and the 2026- 2027 extrapolation approved by the Board of Directors and by all the other information available on future developments, for a period of at least 12 months following the date of preparation of this Financial Report.

A description of the most significant accounting principles adopted for the preparation of the separate financial statements of Digital Value S.p.A. as of 31 December 2024 is given below.

INTANGIBLE ASSETS

Intangible assets are assets without identifiable physical substance that are controlled by the Group and are capable of producing future economic benefits, as well as goodwill when acquired for consideration.

Identifiability is defined with reference to the possibility to distinguish the intangible asset acquired from goodwill; this requirement is generally met when:

  • the intangible asset is attributable to a legal or contractual right, or
  • the asset is separable, i.e. it can be sold, transferred, leased or exchanged on its own or as an integral part of other assets; the control of the company consists in the power to enjoy the future economic benefits of the asset and the ability to restrict access to it to others.

Intangible assets are recorded at cost determined according to the criteria indicated for tangible assets.

Intangible assets with a defined useful life are systematically amortised over their useful life intended as the estimate of the period over which the assets will be used by the company; the recoverability of their book value is verified by adopting the criteria indicated under "Impairment of Assets".

Goodwill and other intangible assets, if any, with an indefinite useful life are not subject to amortisation; the recoverability of their book value is verified at least annually and always when events that imply a reduction in value occur.

Goodwill is an intangible asset with an undefined useful life, which arises from business combinations accounted for using the purchase method ('purchase method') where the acquisition cost exceeds the acquirer's share of the fair value of the assets and liabilities acquired. After initial recognition, goodwill is not subject to systematic amortisation but to a periodic impairment test. Consequently, its initial book value is adjusted to reflect any accumulated impairment losses, determined as described below. Goodwill is subject to an annual impairment test, or more frequently if there are indicators of impairment.

On the acquisition date, any emerging goodwill is allocated to each of the cash-generating units ("CGUs" that are expected to benefit from the synergistic effects of the acquisition. Any impairment is identified through assessments that take into account the ability of each CGU to produce cash flows to recover the portion of goodwill allocated to it. The impairment test reveals a loss in value for goodwill whenever the recoverable amount of the cash of the CGU to which goodwill is allocated is

lower than its book This impairment is not reversed if the reasons for it cease to exist.

Other intangible assets have been amortised at 20%, estimating a useful life of five years, with the exception of licences, which are amortised over a useful life of three years.

The amortisation period and criteria for amortisation of intangible assets with a defined useful life are reviewed at the end of each financial year at least, and adjusted prospectively if necessary.

TANGIBLE ASSETS

Tangible assets are recorded at purchase price or production cost including directly attributable ancillary costs necessary to make the assets available for use. Tangible assets are systematically depreciated on a straight-line basis over their useful life, considered as the estimated period over which the asset will be used by the company. When the tangible asset is made up of several significant components with different useful lives, depreciation is applied to each component. The value to be depreciated is represented by the book value reduced by the presumed net disposal value at the end of its useful life, if significant and reasonably determinable. Land (items with an undefined useful life), also if purchased together with a building, as well as tangible assets held for sale, which are measured at the lower between their book value and their fair value less disposal costs, are not depreciated.

Tangible assets are stated net of accumulated depreciation and any impairment determined in accordance with IAS 36. Amortisation is calculated on a straight-line basis over the estimated useful life of the asset for the business, which is reviewed at least annually, and any changes, where necessary, are applied prospectively. The main economic-technical rates used are the following:

Category Depreciation rates
Buildings 5%
Systems and machinery 15%-20%
Technical equipment 20%
Furniture 12%
Electronic office equipment 20%
Cars 25%

The residual book value, useful life and depreciation criteria are reviewed at the end of each financial year and adjusted prospectively if necessary.

An asset is derecognised when it is sold or when there are no expected future economic benefits from its use or disposal. Any losses or profits (calculated as the difference between the net proceeds from the sale and the book value) are included in the income statement at the time of such derecognition. Leasehold improvements are classified as tangible assets, consistent with the nature of the cost incurred. In these cases, the depreciation period corresponds to the residual useful life of the tangible asset or the residual term of the lease agreement, whichever is shorter.

Assets under construction are recognised at cost under assets under construction until they become available for use; when they become available for use, the cost is classified under the relevant item and depreciated.

The profit or loss generated by the disposal of property, plant, machinery, equipment and other assets is determined as the difference between the net disposal consideration and the net residual value of the asset, and is recognised in the income statement of the period in which the disposal takes place.

Costs incurred after the purchase of the assets and the replacement cost of certain parts of the assets recognised in this category are added to the book value of the item to which they relate and capitalised only if they increase the future economic benefits embedded in the asset, and therefore depreciated over the remaining useful life of the asset. All other costs are recognised in the income statement when they are incurred.

When the cost of replacing parts of assets is capitalised, the residual value of the parts replaced is recognised in the income statement.

Profits and losses from the sale or disposal of assets are determined as the difference between the sales revenue and the net book value of the asset and are recognised in the income statement for the year.

Leases

The company must assess whether the contract is, or contains, a lease at the date it is entered into. The company recognises the Right of Use and the related Lease Liability for all lease contracts in which it holds the role of lessee, with the exception of short-term leases (12 months or less) and leases relating to low-value assets (i.e. assets with a value of less than €5,000 when new). The contracts for which the latter exemption has been applied fall mainly within the following categories: computers, telephones and tablets; printers, other electronic devices, furniture and furnishings.

With regard to these exemptions, the company recognises the related payments as operating costs recognised on a straight-line basis over the duration of the contract.

The lease liability is initially recognised at the current value of future lease payments at the lease commencement date. Since most of the lease agreements entered into by the Group do not have an implicit interest rate, the discount rate to be applied to future lease payments was determined as the risk-free rate,

with maturities commensurate with the term of the specific lease agreement, increased by the specific credit spread of the company entering into the agreement.

The lease payments included in the value of the Liability for the lease include:

  • the fixed component of the lease payments, net of any incentives received;
  • variable lease payments based on an index or rate, initially measured using the index or rate at the lease commencement date;
  • the amount of the guarantees for the residual value that the lessee expects to have to pay;
  • the call option exercise price, which should be included only if the exercise of such option is estimated to be reasonably certain;
  • penalties for early termination of the lease if the lease term envisages an option to terminate the lease and the exercise thereof is estimated to be reasonably certain.

After the initial recognition, the carrying amount of the Liability for the lease increases due to the interest accrued (using the effective interest method) and decreases to reflect the payments made under the lease agreement.

The company restates the value of the Liability for the lease (and adjusts the value of the corresponding Right of Use) if:

  • the duration of the lease changes or there is a change in the valuation of the exercise of the option right, in which case the liability for the lease is redetermined by discounting the new lease payments at the revised discount rate.
  • the value of the lease payments changes as a result of changes in indices or rates, in which case the Liability for the lease is redetermined by discounting the new lease payments at the original discount rate (unless the payments due under the lease change as a result of fluctuations in interest rates, in which case a revised discount rate must be used).

The company did not recognise any of the above changes in the period, however, exercising the option to apply the amendment to IFRS 16 - Covid-19 Related Rent Concessions in advance, which allowed the recognition of the effects of rent reductions directly in the income statement on the effective date of the reduction, without having to analyse the contracts to determine whether the definition of lease modification in IFRS 16 is met.

The company did not recognise any of the above changes in the period.

The Right of Use asset comprises the initial valuation of the Liability for the lease, lease payments made before or on the lease commencement date, and any other initial direct cost. The Right of Use is recognised in the balance sheet net of depreciation

and any impairment. Incentives associated with the lease (e.g. free lease periods) are recognised as part of the initial value of the Right of Use and the Liability for the lease throughout the duration of the agreement.

The Right of Use is systematically amortised over the shorter between the lease term and the remaining useful life of the underlying asset. If the lease agreement transfers ownership of the related asset or the cost of the right of use reflects the company's intention to exercise the purchase option, the related right of use is amortised over the useful life of the asset in question. The commencement of amortisation starts from the lease commencement date.

The Right of use is included under "Tangible Assets" in the consolidated statement of financial position.

The company applies IAS 36 Impairment of Assets in order to identify any losses in value. In the statement of cash flows, the company divides the total amount paid between principal (recognised in cash flow from financing activities) and interest (recognised in cash flow from operations).

FINANCING ACTIVITIES AND EQUITY INVESTMENTS

Corporate aggregations are booked using the acquisition method(IFRS 3).

The cost of an acquisition is valued as the sum of the consideration transferred, measured at the fair value at the acquisition date, and the amount of any non-controlling interest in the acquired company. For each business combination, any non-controlling interest in the acquired company must be valued at fair value or in proportion to the non-controlling interest in the acquired company's identifiable net assets.

Acquisition costs are expensed and classified under administrative expenses. If the business combination is realised in several stages, the fair value of the stake previously held is recalculated at the fair value at the acquisition date, with any resulting profit or loss recognised in the income statement. Goodwill is initially valued at the cost which emerges as the excess of the sum of the consideration paid and the amount recorded for noncontrolling interests over the net identifiable assets acquired and liabilities assumed. If the consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised in the income statement.

After initial recognition, goodwill is measured at cost less any accumulated impairments. For the purposes of impairment testing, goodwill acquired in a business combination must be allocated, on the date of acquisition, to every one of the Group's cash generating units, which is expected to benefit from the synergies of the aggregation, regardless of whether other assets or liabilities of the entity acquired are assigned to those units.

If goodwill has been allocated to a cash-generating unit and the entity disposes of part of the assets of that unit, the goodwill associated with the asset disposed of must be included in the book value of the asset when determining the gain or loss on disposal.

Goodwill associated with the asset disposed of must be determined on the basis of the relative values of the asset disposed of and the portion of the cash generating unit retained. All financial assets are initially recognised, on the trading date, at the cost which corresponds to the fair value plus any directly attributable acquisition costs, except for financial assets held for trading (fair value in the income statement).

All financial assets must be subsequently recognised at amortised cost or fair value based on the entity's business model for managing financial assets and the contractual cash flow characteristics of the financial asset. Specifically:

  • Debt instruments held as part of a business model the purpose of which is to own financial assets in order to collect contractual cash flows, and which have cash flows represented solely by principal payments and interest on the principal amount to be repaid, are subsequently measured at amortised cost;
  • Debt instruments held as part of a business model the purpose of which is achieved both through the collection of contractual cash flows and the sale of financial assets, and which have cash flows represented solely by principal payments and interest on the principal amount to be repaid, are subsequently measured at fair value with changes recognised in other comprehensive income (FVTOCI);
  • All other debt instruments and investments in instruments that represent equity are subsequently measured at fair value, with changes recognised in profit (loss) for the year (FVTPL).

When an investment in a debt instrument measured as FVTOCI is derecognised, the accumulated profit (loss) previously recognised in other comprehensive income is reclassified from equity to profit or loss through a reclassification adjustment. Conversely, when an investment representing equity designated as FVTOCI-rated is derecognised, the accumulated profit (loss) previously recognised in other comprehensive income is subsequently transferred to retained earnings without passing through profit or loss. Dividends received from investments in equity instruments are recognised in the income statement.

Debt instruments subsequently measured at amortised cost or FVTOCI are subject to impairment of financial assets. In relation to the impairment of financial assets, the company has applied a model based on expected losses on receivables, with reference to trade receivables. Specifically, the company measures the provision to cover losses of a financial asset at an amount equal to the lifetime expected credit losses (ECLs) if the credit risk of that financial asset has significantly increased since initial recognition, or if the financial instrument is an impaired financial asset that has been purchased or originated. However, if the credit risk of a financial instrument has not increased significantly since initial recognition, the company must measure the provision to cover losses for the financial instrument for an amount equal to the expected credit losses resulting from a 12-month default event (12-month expected credit losses).

The company adopts the simplified method to measure the provision to cover losses for trade receivables by estimating the expected losses over the life of the receivable, as well as a customer-by-customer analysis of past due doubtful receivables.

The company derecognises all or part of the financial assets when:

  • the contractual rights attached to these assets have expired;
  • it transfers the risks and benefits of ownership of the asset or does not transfer or even retain substantially all risks and benefits but transfers control of these assets;
  • The receivables assigned following factoring transactions are eliminated from the balance sheet only if they are assigned without recourse, and if substantially all risks inherent in the receivable are transferred.

Receivables assigned with recourse, or without the transfer of all risks, remain on the balance sheet and a financial liability of the same amount is recognised as a liability for the advance received.

INVENTORIES

Inventories are booked at the lower value between the purchase or production cost and the presumable realizable value, as determined from market trends and in considerable of obsolescence.

The cost of inventories of assets that are not normally fungible and of goods and services produced for specific projects is allocated on the basis of the specific costs relating to the various items comprising the inventories.

In the case of fungible goods, the cost of inventories is allocated using the weighted average cost.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and bank accounts and deposits repayable on demand and other short-term, highly liquid financial investments that are readily convertible to cash and are subject to an insignificant risk of change in value.

RECEIVABLES

With regard to financial assets, the Group adopts the new IFRS 9 Financial Instruments, which is also applicable to receivables.

Trade receivables and other short-term assets are initially recognised at their fair value and subsequently measured at amortised cost, net of any write-downs. Upon recognition, the nominal value of the receivable is representative of its fair value at the date.

The provision for bad debts at the date represents the difference between the book value of receivables and the reasonable expectation of recoverability of the receivables deriving from the cash flows expected from their collection, also considering historical experience and management's forecasts on the future recoverability of receivables (Forward Looking Approach).

IMPAIRMENT OF FINANCIAL ASSETS

At each balance sheet date, the Company verifies whether a financial asset or group of financial assets has suffered impairment. A financial asset or group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after initial recognition (when a "loss event" occurs) and this loss event has an impact, that can be reliably estimated, on the estimated future cash flows of the financial asset or group of financial assets.

Evidence of impairment may be represented by indicators such as financial difficulties, inability to meet obligations, insolvency in the payment of interest or major payments, which debtors, or a group of debtors, are experiencing; the likelihood that they will go bankrupt or undergo some other form of financial reorganisation; and where observable data indicate that there is a measurable decrease in estimated future cash flows, such as changes in the context or economic conditions related to the obligations.

Management also evaluates factors such as trends in the counterparty's industry and financial activities and general economic trends, and also makes forward-looking considerations.

If there is objective evidence of a loss in value, the amount of the impairment is measured as the difference between the asset's book value and the current value of estimated

future cash flows (excluding impairment of receivables expected in future that have not yet occurred). The book value of the asset is reduced through the use of a provision for bad debts and the amount of the loss will be recognised in the income statement. If, in a subsequent period, the amount of the estimated write-down increases or decreases as a result of an event occurring after the write-down has been recorded, said write-down is increased or decreased by adjusting the provision against the income statement.

IMPAIRMENT OF NON-FINANCIAL ASSETS

At each balance sheet date, the Company assesses the existence of any indicators of impairment of non-financial assets. When events that lead to the presumption of a reduction in the value of an asset occur or in cases where an annual impairment test is required, its recoverability is tested by comparing its book value with its recoverable amount, represented by the higher between its fair value, net of disposal costs, and its value in use.

In the absence of a binding sale agreement, fair value is estimated on the basis of values expressed by an active market, by recent transactions or on the basis of the best information available to reflect the amount that the company could obtain from the sale of the asset.

Value in use is determined by discounting the cash flows expected to arise from the use of the asset and, if significant and reasonably determinable, from its disposal at the end of its useful life. Cash flows are determined on the basis of reasonable and documentable assumptions representative of the best estimate of future economic conditions that will occur during the remaining useful life of the asset, giving greater weight to external indications. Discounting is performed at a rate that takes into account the risk implicit in the business sector.

The valuation is carried out for each individual asset or for the smallest identifiable group of assets that generates independent cash inflows from ongoing use (cash generating unit). When the reasons for the write-downs made no longer apply, the assets, except for goodwill, are revalued and the adjustment is recognised in the income statement as a writeback (reinstatement of value). The write-back is carried out at the lower between the recoverable value and the book value before write-downs previously made and reduced by the depreciation allowances that would have been allocated if the write-down had taken place.

FINANCIAL LIABILITIES

Financial liabilities that fall within the scope of IFRS 9 are classified as financial liabilities at amortised cost or fair value recognised in the balance sheet as financial payables, or as derivatives designated as hedging instruments, as appropriate. The financial liabilities of Group companies include trade and other payables, loans and financial derivatives. Group companies determine the classification of their financial liabilities at the time of initial recognition.

Financial liabilities are initially measured at their fair value equal to the consideration received on the settlement date plus, in the case of financial payables, directly attributable transaction costs.

Subsequently, non-derivative financial liabilities are measured at amortised cost using the effective interest rate method.

Amortised cost is calculated by recording every discount or premium on purchases, fees or costs that are an integral part of the effective interest rate. Amortisation at the effective interest rate is recognised as financial expenses in the income statement.

Profits and losses are recognised in the income statement when the liability is extinguished, as well as through the amortisation process.

Financial liabilities are derecognised when the obligation underlying the liability is extinguished, cancelled or fulfilled.

EMPLOYEE BENEFITS

Severance pay falls within the scope of what IAS 19 defines as defined benefit plans in the context of post-employment benefits. Defined-benefit plans, which also include severance indemnities due to employees pursuant to article 2120 of the Italian Civil Code, the amount of the benefit payable to employees that can only be quantified after termination of employment, and are linked to one or more factors such as age, years of service and remuneration. Consequently, the relative cost is recorded in the income statement on the basis of actuarial calculations. The liability recognised in the financial statements for defined benefit plans corresponds to the current value of the bond at the balance sheet date. Obligations for defined benefit plans are determined annually by an independent actuary using the projected unit credit method. The current value of the defined benefit plan is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in Euro which takes into account the duration of the relative pension plan. Actuarial profits and losses arising from the above-mentioned adjustments and changes in actuarial assumptions are recognised in the statement of comprehensive income.

As of 1 January 2007, the so-called 2007 Budget Law and the relative implementation decrees introduced significant changes to the rules governing employee severance indemnities, including the possibility for employees to choose the destination of their accruing employee severance indemnities. In particular, new flows of severance indemnity can be allocated by the employee to selected pension schemes or kept within the company. In the case of allocation to external pension funds, the company is only required to pay a defined contribution to the fund chosen, and from that date the newly accrued amounts are considered defined contribution plans and, as such, they are not subject to actuarial evaluation. Since 1 January 2007, for companies with more than 50 employees at the date of introduction of the reform, it has been compulsory to pay the new severance indemnity flows to pension schemes chosen by the employee or, if the employee has opted to keep these flows in the company, to a treasury account set up with the Social Security Institution (INPS). The severance indemnity accrued by the company up until 31 December 2006 continues to fall under "defined benefit plans", while the severance indemnity accrued after that date is configured, for all workers, as a "defined contribution plan", and this is because all obligations of the companies are fulfilled with the periodic payment of a contribution to a third entity. An exception to this are the amounts accrued by employees who have opted to keep their severance pay in the company, which are configured as a defined benefit plan.

Defined contribution plans

Defined contribution plans are formalised post-employment benefit plans on the basis of which the company pays fixed contributions to an insurance company or pension fund and has no legal or constructive obligation to pay further contributions if the fund does not have sufficient assets to pay all the benefits to employees related to their service in the current and prior periods.

These contributions, paid in exchange for employee service, are recognised as an expense in the pertinent period.

Defined benefit plans

Defined benefit plans are formalised post-employment benefit programmes that represent a future obligation for the company.

Basically, the company bears the actuarial and investment risks related to the plan. As required by IAS 19, the company uses the Projected Unit Credit Method to determine the current value of obligations and the related current service cost.

This actuarial calculation requires the use of objective and compatible actuarial assumptions regarding demographic variables (mortality rate, staff turnover rate) and financial variables (discount rate, future increases in salary levels and medical benefits).

Actuarial profits and losses related to post-employment defined benefit plans may arise either from changes in the actuarial assumptions used for the calculation between two consecutive periods or from changes in the value of the obligation relative to the actuarial assumptions made at the beginning of the period. Actuarial profits and losses are recognised and recognised immediately in other components of the statement of comprehensive income.

Net financial expenses on defined benefit plans are recognised in financial income/(expenses) in the income statement.

PROVISIONS FOR RISKS AND CHARGES

Provisions for risks and charges relate to costs and expenses of a specific nature and of certain or probable existence, the amount or date of occurrence of which could not be determined at the balance sheet date. Provisions are recognised when:

  • it is probable that a current, legal or implicit obligation arising from a past event exists;
  • it is probable that fulfilment of the obligation will be onerous;
  • the amount of the obligation can be reliably estimated.

Provisions are recognised at the value representing the best estimate of the amount that the company would rationally pay to extinguish the obligation or to transfer it to a third party at the end of the period.

CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Loans are initially valued at cost, net of accessory costs for the acquisition of the loan. After initial recognition, loans are recognised using the amortised cost method. Loans are classified as non-current and current liabilities depending on whether or not the company has the unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

TRADE PAYABLES

Trade payables are recognised at nominal value equal to the redemption value. They have not been valued at amortised cost, as this is not considered significant.

INCOME TAXES

Income taxes include current taxes and deferred tax assets and liabilities. Income taxes are generally recognised in the income statement, except when they relate to items recognised directly to equity. Current taxes are calculated by applying the tax rate in force at the balance sheet date to the taxable income for the year. Deferred taxes are calculated using the liability method on temporary differences between the amount of assets and liabilities in the balance sheet and the

corresponding values recognised for tax purposes. Deferred taxes are calculated based on the tax rate that is expected to be in effect when the asset is realised or the liability is settled. Deferred tax assets are recognised only if it is probable that sufficient taxable profit will be generated in future periods to realise those assets. Deferred tax assets and liabilities are only offset when there is a legal right to offset them and when they relate to taxes owed to the same tax authority.

Starting from financial year 2019, Digital Value S.p.A. has exercised the option for the National Tax Consolidation tax regime jointly with Italware S.r.l., ITD Solutions S.p.A. and ITALWARE Services S.r.l. as consolidated companies.

CRITERIA FOR CONVERSION OF ENTRIES IN FOREIGN CURRENCY

Transactions in foreign currencies are recorded at the exchange rate in force on the date of the transaction. Monetary assets and liabilities in foreign currencies at the reference date of the financial statements are converted at the exchange rate in force at that date. Exchange rate differences arising from the settlement of monetary items or their conversion at rates different from those at which they were converted at the time of initial recognition in the financial year or in previous financial statements are recognised in the income statement. All assets and liabilities of foreign companies in currencies other than the Euro that are included in the scope of consolidation are converted using the exchange rates in force on the balance sheet date. Income and expenses are converted at the average exchange rate for the year. Exchange rate differences resulting from the application of this method are classified as an equity item until the disposal of the investment.

RECOGNITION OF REVENUES

Revenues are recognised to the extent that it is probable that economic benefits will flow to the company and their amount can be reliably determined. Revenue from sales and services is recognised when the actual transfer of the relevant risks and advantages of ownership or the performance of the service takes place. Sales of goods are recognised when the goods are shipped and the company has transferred the significant risks and benefits of ownership of the goods to the buyer. Revenues are stated net of returns, discounts, allowances and premiums, as well as directly related taxes. Revenues are valued taking into account the consideration specified in the agreement with the customer. The company recognises revenue when it transfers the control of goods or services.

Revenue is recognised by applying a five-step model as outlined below:

Identification of the agreement with the customer;

  • Identification of the "performance obligations" envisaged by the agreement;
  • Determination of the consideration for the transaction;
  • Allocation of consideration to individual "performance obligations";
  • Recognition of revenue at the time (or during) satisfaction of the individual "performance obligations".

Revenue is recognised at fair value, which is equal to the consideration received or receivable, taking into account the value of any trade discounts granted and reductions linked to quantity.

With regard to the sale of goods, revenue is recognised when the company has transferred the significant risks and benefits of ownership of the goods to the buyer. Agreements with customers generally include a single performance obligation. The performance obligation is deemed to be satisfied when the asset is delivered.

RECOGNITION OF COSTS

Costs are recognised when they relate to goods and services purchased and/or received during the period.

Service charges are recognised on an accrual basis.

For all financial instruments valued at amortised cost, interest expenses are recognised using the effective interest rate (EIR), which is the rate that precisely discounts estimated future payments and receipts throughout the expected life of the financial instrument.

SECTOR REPORTING

An operating segment is a component of an entity:

  • that engages in entrepreneurial activities that generate revenues and expenses (including revenues and expenses relating to transactions with other components of the same entity);
  • whose operating results are reviewed periodically at the entity's highest operational decision-making level, with a view to making decisions about resources to be allocated to the segment and assessing performance; and
  • for which separate financial information is available.

In relation to the above principle, the Digital Value Group identifies a single operating segment consisting of the Hyper VAR (Value Added Reseller) business.

3. ACCOUNTING STANDARDS ADOPTED

The accounting standards adopted by the Group are the same as those applied for the preparation of the consolidated financial statements for the year ended 31 December 2023, with the exception of new accounting standards and amendments to existing accounting standards, which are indicated below.

Accounting standards, amendments, interpretations and improvements applied from 1 January 2024

"Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current" In January 2020 and October 2022, the IASB published amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify: what is meant by a right of subordination of maturity; that the right of subordination must exist at the end of the financial year; that classification is not affected by the likelihood that the entity will exercise its subordination right. Only if a derivative embedded in a convertible liability is itself an equity instrument does the maturity of the liability not impact its classification. In addition, a requirement to disclose when a liability arising from a financing agreement is classified as non-current and the entity's right of subordination is subject to compliance with covenants within twelve months has been introduced. These amendments did not have a material impact on the Group's financial statements.

"Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback"

Issued on 22 September 2022, it aims to clarify the impact that a sale or leaseback transaction could have on a financial liability that envisages variable payments not linked to indices or rates. The main change in the subsequent measurement of financial liabilities concerns the determination of lease payments and revised lease payments so that, following a leaseback transaction, the seller-lessee does not recognise any gain or loss relating to the right of use it holds. The amendment aims to avoid recognising gains and losses relating to the right of use recorded as a result of events that involve a remeasurement of the liability (e.g. changes to the lease agreement or its term). Any gains and losses arising from the partial or total termination of a lease agreement continue to be recognised for the portion of the right of use that has ceased. These amendments did not have a material impact on the Group's financial statements.

"Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7"

In May 2023, the IASB issued amendments to IAS 7 Cash Flow Statements and IFRS 7 Financial Instruments: Additional disclosures, to clarify the characteristics of reverse factoring agreements and request additional disclosures about such agreements. The disclosure requirements included in the amendments aim to assist users of financial statements in understanding the effects of reverse factoring agreements on an entity's liabilities, cash flows and exposure to liquidity risk. The amendments are effective for financial years beginning on or after January 1, 2024, and early application is possible. These amendments did not have a material impact on the Group's financial statements.

Accounting standards, amendments and interpretations applicable after the end of the year and not adopted in advance by the Group

"Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability"

On 15 August 2023, the IASB published "Lack of Exchangeability" (Amendments to IAS 21) to provide guidance on how to determine the exchange rate to use when there is no directly observable exchange rate available on the market, together with the corresponding disclosures to be provided in the notes to the financial statements. The amendments are effective for financial years beginning on or after January 1, 2025. The Group is assessing the potential impact of adopting this standard.

"IFRS 18 - Presentation and Disclosure in Financial Statements"

During the month of April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements, which introduces new concepts relating to: (i) the structure of the income statement; (ii) the disclosures required in the financial statements for certain income performance measures reported outside the financial statements (as defined by management); and (iii) enhanced aggregation and disaggregation standards that apply to both the financial statements and the notes to the financial statements as a whole. The standard will come into effect on 1 January 2027. The Group is assessing the potential impact of adopting this standard.

"IFRS 19 - Subsidiaries without Public Accountability: Disclosures"

In May 2024, the IASB issued IFRS 19 - Subsidiaries without Public Accountability: Disclosures, which allows certain subsidiaries to use IFRS accounting standards with a reduced level of disclosure, better suited to the needs of their stakeholders, and to maintain a single set of accounting records

that meets the needs of both the parent company and the subsidiary. The standard will come into effect on 1 January 2027 but earlier application is permitted The Group is assessing the potential impact of adopting this standard.

"Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)"

In May 2024, the IASB published Amendments to the Classification and Measurement of Financial Instruments, clarifying that a financial liability is derecognised on the settlement date and introducing the option of an accounting policy for the derecognition of financial liabilities through the use of an electronic payment system before the settlement date. Further clarifications concern the classification of financial assets with ESG characteristics, through additional guidance on the assessment of contingent characteristics. Clarifications have also been made regarding loans without recourse and contractually linked instruments. Lastly, additional disclosures have been introduced for financial instruments with contingent features and equity instruments classified at fair value through other comprehensive income. The standard will come into effect on 1 January 2027 but earlier application is permitted. The Group is assessing the potential impact of adopting this standard.

5. FINANCIAL RISK MANAGEMENT

The main risks identified, monitored and actively managed by the company are the following:

CREDIT RISK

The company only performs intra-group services and the credit risk is completely absent. Credit risk is also affected by the management of this risk by the investee companies.

LIQUIDITY RISK

Liquidity risk is related with the company's ability to fulfil its commitments deriving from the financial liabilities undertaken.

The company is able to generate a level of liquidity appropriate to its corporate targets, allowing it to maintain a balance in terms of duration and composition of debt.

In any case, the liquidity risk arising from normal operations is kept at a medium level through the management of an adequate level of cash and cash equivalents and the control of the availability of funds obtainable through credit lines.

Liquidity risk is also affected by the management of this risk by the investee companies.

INTEREST RATE RISK

The company does not have any particular bank debt and is not exposed to the potential risks arising from changes in interest rates on the variable-rate loans described above.

MARKET RISK

This risk is deemed to be low for the company. Market risk is also affected by the management of this risk by the investee companies.

RISK OF CHANGES IN CASH FLOWS

The risk is average for the company. It should also be noted that there is no particular need to access bank credit, other than for current commercial activities, given, however, the bank's willingness to extend, when necessary, existing credit lines with Group companies. Risk of changes in cash flows is also affected by the management of this risk by the investee companies.

6. COMMENTS ON THE MAIN ITEMS

The amounts are indicated in Euro thousands.

6.1 6.1 EQUITY AND FINANCIAL SITUATION: NON-CURRENT ASSETS

6.1.1. Intangible assets Euro 83 thousand

Description 31/12/2024 31/12/2023
Other assets 83 89
Total 83 89

These are software licences for internal use. The investment made in the year of Euro 38 thousand relates to the implementation of EqualWeb and HDA software.

Figures in € thousands Concessions,
Licenses and
Trademarks
Total
intangible
assets
Value at the start of 2023
Historical cost 133 133
Accumulated amortisation -44 -44
Book value 2023 89 89
Changes during the year
Investments 38 38

Amortisation and Depreciation -27 -27
Decreases -17 -17
Uses -2 -2
Total changes -8 -8
Closing balance
Historical cost 152 152
Accumulated amortisation -69 -69
Book value 2024 83 83

6.1.2. Tangible assets and Rights of use Euro 800 thousand

The breakdown of this item is shown below

Description 31/12/2024 31/12/2023
Other assets 800 828
Total 800 828

Tangible Assets at 31.12.2024 amounted to Euro 800 thousand and refer entirely to assets consisting of rights of use recognised in accordance with IFRS 16 and to the investment of Euro 14 thousand in electronic equipment.

Figures in € thousands Concessions,
Licenses and
Trademarks
Total
Intangible assets
Value at the start of 2023
Historical cost 1,283 1,283
Accumulated amortisation -455 -455
Book value 2023 828 828
Changes during the year
Investments 14 14
Amortisation and Depreciation -358 -358
Decreases -161 -161
Total changes -505 -505
Closing balance
Historical cost 1,136 1136
Accumulated amortisation -337 -337
Book value 2024 800 800

123

6.1.3. Financial Assets Euro 80,160 thousand

Description 31/12/2024 31/12/2023
Investments in Subsidiaries 80,160 56,260
Total 80,160 56,260

The recognised increase of Euro 23,900 thousand is due as follows:

  • Euro 22,000 thousand for the acquisition of 100% of the share capital of Infordata S.p.A. on 26 September 2024;
  • Euro 1,851 thousand for future capital increases paid to the subsidiary DVMS s.r.l.;
  • Euro 49 thousand related to transaction costs for the purchase of the remaining 30% stake in the subsidiary TT Tecnosistemi S.p.A.;

A list of equity investments

follows:
Equity
investments
(figures in €
thousands)
Book
value
at
31/12/2024
% held SE
investee (pro
rata) at
31/12/2024
IFRS
ITD Solutions S.p.A. 9,076 100% 13,746
Italware S.r.l. 25,733 100% 73,768
Dimira S.r.l. 408 51% 1,095
TT Tecnosistemi S.p.A. 19,322 100% 10,346
DVMS S.r.l. 3,536 100% 1,002
DV Broker S.r.l. 7 70% 265
DV Cyber Security S.r.l. 77 51% 286
Infordata S.p.A. 22,000 100% 15,481
Total 31.12.2024 80,160 115,989

The value of the investments listed above was subject to an impairment test that showed a recoverable value higher than the book value for all investments with a significant carrying value and, therefore, no impairment loss was recognised.

With reference to the shareholding acquired in Infordata S.p.A. during the year, in application of IFRS 3, the purchase price will be allocated within the time frame defined by the standard (within 12 months of acquisition), recognising all assets and liabilities acquired at fair value and

recording the unallocated amount as goodwill, which will subsequently be subject to an impairment test.

With regard to the investment in Digital Value Managed Services S.r.l. (DVMS), the valuation will be carried out once the negotiations underway with the Court of Milan regarding the possible purchase of the business unit currently leased by DVMS, or the termination of the existing contract, as better described in the Report on Operations to which reference should be made.

The estimate of the recoverable value was based on discounting the expected income flows from each investee, which reliably approximate the cash flows. The estimate of expected cash flows considered a projection based on historical trends and growth rates of the reference market, adjusted where necessary to ensure adherence to the current earnings capacity of the investee company. The WACC discount rate takes into account current capital market conditions, the specific risk of the business and the financial structure of the Company at the date of the estimate. The WACC was 9.01% (compared to 9.7% at 31/12/2023). A sensitivity analysis was conducted, on the basis of which an unfavourable deviation of the WACC by 2 % points would not lead to reductions in the value of equity investments.

6.2 EQUITY AND FINANCIAL SITUATION: CURRENT ASSETS

6.2.1 Trade receivables Euro 7,726 thousand

Description 31/12/2024 31/12/2023
Receivables from subsidiaries for corporate services 7,726 2,645
Total 7,726 2,645

The receivables derive from corporate services delivered in favour of the other Digital Value Group companies.

6.2.2 Tax receivables Euro 0 thousand

Description 31/12/2024 31/12/2023
Current tax receivables 0 0
Total 0 0

6.2.3 Other assets Euro 95,879 thousand

Description 31/12/2024 31/12/2023
Receivables from subsidiaries for loans 86,626 61,306
Receivables from subsidiaries for tax consolidation 6,631 2,809

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Receivables from subsidiaries for 0 0
dividends Miscellaneous receivables 0 0
from subsidiaries 0 0
Receivables from parent companies for loans 2,559 1,917
Accrued income 0 0
Prepaid expenses 63 369
Miscellaneous 95,879 66,401
others Total

6.2.4 Cash flow and equivalent Euro 1,349 thousand

Description 31/12/2024 31/12/2023
Bank and post office deposits 1,349 1,607
Cash and cash equivalents on hand 0 0
Total 1,349 1,607

With regard to the formation, composition and trends in cash and cash equivalents, please see the cash flow statement.

6.3 EQUITY AND FINANCIAL SITUATION: SHAREHOLDERS' EQUITY

Separate shareholders' equity at 31 December 2024

Share Profit Total
S (€ units) hare capital premium
reserve
Other
reserves
for the
year
Shareholders' equity
At 31 December 2022 1,554,958 34,882,965 26,185,659 27,651,658 90,275,240
Destination of result 2022 - - 27,651,658 (27,651,658) -
Purchase of treasury shares ; - - (304,168) - (304,168)
Stock options - - 909,497 - 909,497
Distribution of dividends - - (8,474,139) - 8,474,139
Total changes before other comprehensive Income statement components - 19,782,848 (27,651,658) (7,868,811)
Actuarial profit/(los
IAS 19
es) - - (27,422) (27,422)
Total changes in the compreh. income statemen t - - (27,422) 31,398,363 31,370,941
At 31 December 2023 1,554,958 34,882,965 45,941,085 31,398,363 113,777,370
Allocation of profit/loss 202 23 - - 31,398,363 (31,398,363) -
Capital increase 33,928 13,138,072 - - 13,172,000
Capital increase costs - - (10,936) - (10,936)
Purchase of treasury shares - - (763,825) - (763,825)

Stock options - - (876,197) - (876,197)
Distribution of dividends - - (9,417,181) - 9,417,181
Total changes before
other comprehensive
income statement
components
33,928 13,138,072 20,330,224 (31,398,363) 2,103,861
Actuarial gains/(losses)
IAS 19
- (24,340) - (24,340)
Total changes in the comprehensive
income statement
- (24,340) 43,519,471 43,495,131
At 31 December 2024 1,588,886.00 48,021,037 66,246,969 43,519,471 159,376,362

The fully subscribed and paid-up share capital of the Parent Company amounts to Euro 1,588 thousand and is represented by 10,181,624 shares with no par value. The Company has no Warrants or shares other than ordinary shares.

Description Number
Ordinary shares 10,181,624
Special shares -
Total 10,181,624

The calculation of basic and diluted earnings per share is shown below:

Figures in € units 31/12/2024 31/12/2023
Profit for the year - Group share (A) 43,519,471 31,398,363
Average number of shares (B) 10,181,624 9,969,576
Number of treasury shares (C) 33,908 18,436
Average number of shares in circulation (D) = (B) –
(C)
10,147,716 9,951,140
Earnings per share -
basic (E) = (A) / (D)
4.29 3.16
Earnings per share -
diluted (F) = (A) / (D)
4.29 3.16

Other reserves are detailed below:

Description 31/12/2024 31/12/2023
Legal Reserve 311 311
Extraordinary Reserve 3,525 3,525
IAS 19 Reserve (37) (13)
FTA Reserve 0 0
Treasury Shares in Portfolio Reserve (1,994) (1,231)
Stock Option Reserve 100 976
Capital Increase Costs Reserve (11) -
Profits carried forward 64,354 42,372
Total 66,247 45,940

Schedule of availability and use of reserves

Description Amount
Euro
thousan
ds
Possibiliti
es of use
Portion
available
Share Capital 1,588 B 1,588
Share premium reserve 48,021 A,B,C,D 48,021
Legal Reserve 311 A,B 311
Extraordinary Reserve 3,525 A,B,C,D 3,525
IAS 19 Reserve (37) 0
Treasury Shares in Portfolio Reserve (1,994) 0
Stock Option Reserve 100 0
Capital Increase Costs Reserve (11) 0
Profits carried forward 64,354 A,B,C,D 64,354
Total 115,857

Key: A: for capital increase B: to hedge losses C: for distribution to shareholders D: for other statutory restrictions.

6.4 EQUITY AND FINANCIAL SITUATION: NON-CURRENT LIABILITIES

6.4.1 Medium and long-term loans Euro 6,466 thousand

Description 31/12/2024 31/12/2023
Amounts due to other lenders 6,466 438
Total 6,466 438

Amounts due to other lenders refer to:

  • a) for Euro 6,000 thousand from the final instalment of the consideration for the acquisition of the investment in Infordata S.p.A., to be paid by 31 January 2027;
  • b) the remainder for medium/long-term financial liabilities recognised to landlords and financial intermediaries against rent contracts, long-term rental and lease agreements entered into by the Group in compliance with IFRS 16.

6.4.2 Employee benefits Euro 516 thousand

Description 31/12/2024 31/12/2023
Employee benefits 516 404
Total 516 404

The provision for employee benefits relates to the severance pay accrued by the companies included in the consolidated financial statements. The liability for severance indemnities was calculated in accordance with current regulations governing relationships with employees and corresponds to the company's actual commitment to individual employees on the balance sheet date. The amount accrued refers to employees who, following the entry into force of the new supplementary pension system, have specifically assigned the severance indemnity accruing from 1 January 2007 to the company. The amount relating to the employee severance indemnity provision is net of the amounts paid out during the year and allocated to pension funds. The resulting amount was valued in accordance with IAS/IFRS (IAS 19).

Changes in this item are detailed as follows:

Figures in € thousands At 31 December 2024
Book value 31.12. 2023 404
Service cost 81
Interest cost 10
Uses and advances -18
Loss/(actuarial profit) 14
Other changes 24
Book value 31.12. 2024 516

For actuarial valuations, the following economic-financial and demographic assumptions were considered:

Demographic assumptions

The probabilities of death were deduced from the Italian population broken down by age and gender as recorded by ISTAT in 2000 and reduced by 25%;

The probability of elimination of an employee becoming disabled and leaving the company due to absolute and permanent disability are those resulting in the disability tables currently used in reinsurance practice, broken down by age and gender;

The probability of termination of employment due to resignation and dismissal are those resulting from annual frequencies, based on company data, over an observation period between 2019 and 2024 and set at 11.68% per annum;

The probability of requesting an advance is set at 1.30% per year, with an average advance rate of 80.00%;

For the years missing to the retirement of a generally active person, the time of attainment of the first of the retirement requirements valid for the General Compulsory Insurance was taken as a reference;

Economic-financial hypothesis

The macroeconomic scenario used for the assessments is described in the following table:

Parameters Dynamic hypothesis Rate of salary increase 2.60% Discount rate 2.472%

With regard to the hypothesis concerning inflation, reference was made to the "Economic and Financial Document 2023 - Update Note", approved by the Council of Ministers on 27 September 2023, which envisages an annual rate of 2.3% for 2024, 2% for 2025 and 2.1% for 2026. As a result of this update, the assumption of adopting a flat rate of 2.1% from 2027, also on an annual basis, was made.

The substitute tax on income is applied to the revaluations of the termination indemnity effective from 1 January 2015 in the new amount as established by the 2015 Stability Law (Law no. 190 of 23 December 2014, art.44, paragraph 3).

With reference to the discount rate adopted in all valuations attributable to IAS 19R, reference was made to the structure by maturity of interest rates derived with the bootstrap method from the swap rate curve recorded at 03/01/2025 (Source: il Sole 24 ore) and fixed with respect to liabilities with an average residual duration of 14 years.

Reasonably possible changes in actuarial assumptions at the reporting date would have had an effect on the defined benefit obligation equal to the amounts shown in the table below:

Change Increase Decrease
Turnover rate +/- 0.5% (0.5) 0.5
Rate of inflation +/- 0.5% 3 (2)
Mortality rate +/- 0.025% - -
Interest rate +/- 0.5% (7) 7

6.4.3 Provisions for risks, charges and taxes Euro 211 thousand

Description 31/12/2024 31/12/2023
Other provisions 211 211
Total 211 211

Other provisions include the accrual of Euro 211 thousand to cover expected losses of the subsidiary Dimira S.r.l..

6.4.4 Deferred tax liabilities Euro 0 thousand

Description 31/12/2024 31/12/2023
Deferred tax liabilities 0 0
Total 0 0

6.5 EQUITY AND FINANCIAL SITUATION: CURRENT LIABILITIES

6.5.1 Short-term loans Euro 6,321 thousand

Description 31/12/2024 31/12/2023
Amounts due to other lenders 6,321 6,962
Amounts due to parent companies for loans 0 0
Total 6,321 6,962

Payables to other lenders refer to the short-term financial liabilities recognised:

  • a) for Euro 321 thousand with landlords and financial intermediaries against long-term rental, lease and hire agreements entered into by the Group in compliance with IFRS 16;
  • b) for Euro 6,000 thousand, to the first of the two instalments of the consideration for the acquisition of the investment in Infordata S.p.A., to be paid by 26 September 2025.

6.5.2 Trade payables Euro 4,495 thousand

Description 31/12/2024 31/12/2023
Trade Payables 4,495 1,652
Total 4,495 1,652

6.5.3 Tax payables Euro 7,633 thousand

Description 31/12/2024 31/12/2023
IRES tax payable -
Tax Consolidation
7,030 2,332
IRAP tax payable 0 0
Miscellaneous others 604 509
Total 7,633 2,841

Starting from financial year 2019, Digital Value S.p.A. has exercised the option for the National Tax Consolidation tax regime jointly with ITALWARE S.r.l., ITD Solutions S.p.A. and ITALWARE Services S.r.l.

as consolidated companies.

At 31/12/2024, the liability for IRES from Tax Consolidation amounted to Euro 7,030 thousand while that for Other taxes payable consisted mainly of IRPEF withholding taxes on employees' wages and salaries and on the remuneration of self-employed staff.

The increase in IRES tax payable compared to the previous year is due mainly to the delay in the payment of the second instalment of IRES 2025, paid on 27 February 2025 under a tax amnesty arrangement.

6.5.4 Other liabilities Euro 992

31/12/2024 31/12/2023
thousand Description
Social security payables 314 246
Payables to employees and collaborators (salaries and 590 412
deferred charges)
Accrued interest payable 72 65
Payable to subsidiaries for tax consolidation 16 748
Other miscellaneous 0 73
Total 992 1,544

6.5.5 Additional disclosures on financial instruments and risk management policies

The following schedules contain the additional disclosures required by IFRS 7 in order to assess the significance of financial instruments with respect to the Company's financial position, financial performance and results of operations.

A breakdown of the carrying amount of financial assets and liabilities into the categories required by IAS 39 at 31 December 2024 is shown below.

Balance Sheet Item Values current at
Fair Value
Book
Values
NON-CURRENT ASSETS
Non-current financial assets 0 80,160
CURRENT ASSETS
Receivables from Subsidiaries for
loans
0 86,626
Cash and cash
equivalent
0 1,349
TOTAL FINANCIAL
LIABILITIES
0 168,135
NON-CURRENT LIABILITIES
Amounts due to Other Lenders 0 6,466
CURRENT LIABILITIES

Amounts due to Other Lenders 0 6,321
TOTAL FINANCIAL
LIABILITIES
0 12,787

6.6 STATEMENT OF COMPREHENSIVE INCOME: REVENUES

6.6.1 Revenues and other income Euro 10,166 thousand

Description 31/12/2024 31/12/2023
Revenues from sales and services 10,075 6,888
Other revenues and income 92 15
Total 10,166 6,903

The Value of production and the change in this value are related to that stated in the Report on Operations. The breakdown of turnover by geographic area is not significant for the presentation of these financial statements.

6.7 STATEMENT OF COMPREHENSIVE INCOME: OPERATING COSTS

The Costs of production and the change in these costs are related to that stated in the Report on Operations.

6.7.1 Costs of raw materials Euro 1 thousand

Description 31/12/2024 31/12/2023
Costs for purchasing products 1 109
Total 1 109

6.7.1 Costs for services and for the use of third-party of goods Euro 7,637 thousands

Description 31/12/2024 31/12/2022
Cost of services 7,233 4,568
Costs for the use of third-party goods 404 89
Total 7,637 4,657

6.7.2 Personnel costs Euro 5,243 thousand

Description 31/12/2024 31/12/2023
Wages and salaries 3,681 3,699
Social security payments 1,320 1,077

Employee benefits
Other personnel costs
Total
Employee benefits 76 88
Other personnel costs 167 150
Total 5,243 5,014

This item includes all employee expenses, including accrued holiday and additional month's salary as well as the associated social security charges, in addition to the provision for severance indemnities and other contractual costs.

The breakdown of the number of employees by category is shown in the following table:

(in units) 31/12/2024 31/12/2023
Executives 10 7
Managers 11 8
Office staff 25 26
Total 46 41

6.8 STATEMENT OF COMPREHENSIVE INCOME: FINANCIAL INCOME AND EXPENSE

Description 31/12/2024 31/12/2023
Dividends 44,573 32,969
Other financial income 2,501 1,647
Other financial expenses -82 -33
Total 46,992 34,582

This refers to the 2023 dividends resolved and distributed by the subsidiaries Italware S.r.l. and ITD Solutions S.p.A., interest income accrued on loans granted to companies of the Group and interest expense accrued on the loan disbursed by the subsidiary TT Tecnosistemi S.p.A.

6.9 STATEMENT OF COMPREHENSIVE INCOME: INCOME TAXES

6.9.1. Taxes (Euro 237 thousand)

This item relates to current taxes (IRES and IRAP) allocated on an accrual basis and determined in accordance with current rates and regulations.

Prior year value Change during
the year
Closing
value

Current taxes: 0 0 0
IRES 0 0 0
IRAP 0 0 0
Substitute taxes - - -
Prior year taxes: 0 0 0
IRES 0 0 0
IRAP 0 0 0
Deferred tax
liabilities:
0 0 0
IRES 0 0 0
IRAP - - -
Adhesion to
consolidation /
Tax transparency
127 -364 237
Income 127 -127 0
Expenses 0 -237 -237
Total Taxes 127 -364 -237

TRANSACTIONS WITH RELATED PARTIES

With regard to reporting on transactions with related parties pursuant to articles 2427 and 2428 of the Italian Civil Code and in compliance with the provisions of IAS 24, it should be noted that the transactions carried out with such parties, which relate to ordinary management, were concluded at market conditions with mutual economic benefit. The identification of the Company's related parties was carried out in compliance with IAS 24. These relations, which do not include atypical or unusual transactions, are regulated at normal market conditions. The most significant transactions between the Company and the parties related to it are summarised below, with reference to 31 December 2024:

Related party (Euro thousands) Financial
Costs and
Expenses
Financi
al
Revenues
and Income
Receivab
les
Payables
Italware Srl 30 6,829 29,504 945
ITD Solutions SpA 116 4,410 60,762 77
Italware Services Srl 0 39 22 16
Dimira Srl 60 302 2,247 60

TT Tecnosistemi SpA 0 629 390 5
Digital Value Managed Services Srl 1,217 50 61 1,217
Digital Value Cyber Security Srl 0 30 592 0
Infordata S.p.A. 14 127 4,722 14
Eurolink S.r.l. 0 71 4,599 0
Technis Blu S.r.l. 0 4 504 0
DV Holding S.p.A. 150 0 0 549
Totals at 31/12/2024 1,587 12,491 103,403 2,883

REMUNERATION OF DIRECTORS AND STATUTORY AUDITORS

Amounts in € thousands

Directors Audito
Digital Value 888 37

REMUNERATION OF INDEPENDENT AUDITORS AND NETWORK

Pursuant to article 149-duodecies of the Issuers' Regulations, it should be noted that the remuneration payable to BDO Italia S.p.A. and the BDO network for services rendered during the 2024 financial year is summarised in the table below:

Amounts in € thousands

Amount
Legal Auditing 75
Other services 60
Other services of the BDO 103
network
Total 238

COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES NOT DISCLOSED IN THE BALANCE SHEET

In observance of the provisions of article 2427, first paragraph, no. 9) of the Italian Civil Code, we provide the following information on commitments, guarantees and contingent liabilities not disclosed in the balance sheet: the company issued sureties through insurance and banking institutions to participate in tenders for a total amount of Euro 10,697 thousand.

PUBLIC DISBURSEMENTS PURSUANT TO ARTICLE 1, PARAGRAPHS 125-129, LAW NO. 124/2017

During the financial year, the Company received no subsidies, grants, paid assignments and other economic benefits pursuant to Law 124/2017, paragraph 5.

SIGNIFICANT NON-RECURRING EVENTS AND TRANSACTIONS

For 2024, there were no significant non-recurring transactions, as defined by Consob Communication no. DEM/6064293 of 28 July 2006, other than those described in the report on operations under significant events in 2024.

TRANSACTIONS RESULTING FROM ATYPICAL AND/OR UNUSUAL ACTIVITIES

The Company did not carry out any significant atypical and/or unusual transactions, as defined by Consob Communications no. DEM/6037577 of 28 April 2006 and no. DEM/6064293 of 28 July 2006, during 2024 other than those described in the notes to the financial statements and in the report on operations.

SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE YEAR

On this point, please refer to the report on operations for significant events occurring after the end of the year.

INFORMATION PURSUANT TO ARTICLE 1, PARAGRAPH 125 OF LAW NO. 124 OF 4 AUGUST 2017

Pursuant to art. 1, paragraph 125-bis, of Law no. 124 of 4 August 2017, in compliance with the obligation of transparency, it should be noted that no grants, paid assignments or economic benefits of any kind were received from public administrations.

PROPOSED ALLOCATION OF PROFIT

The separate financial statements of Digital Value S.p.A. for the year ended 31 December 2024 show a net profit of Euro 43,519,470.71 million.

The Board of Directors proposes:

  • a dividend for a maximum total of Euro 8,118,172.80 (unit dividend of € 0.95 per share)
  • profits to be carried forward Euro 35,401,297.91.

Rome, 14 May 2025

On behalf of the Board of Directors

Certification of the Consolidated Financial Statements pursuant to article 81-ter of Consob Regulation no. 11971 of 14 May 1999 and subsequent amendments and additions

    1. The undersigned Paolo Vantellini and Alessandro Pasqualin, in their capacities as Chairman and General Manager, and of Executive Responsible for the preparation of the corporate accounting documents of Digital Value SpA respectively, taking into account that envisaged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998, hereby certify:
  • a) the adequacy in relation to the characteristics of the business, and
  • b) the effective application
  • of the administrative and accounting procedures for the preparation of the consolidated financial statements as at 31 December 2024.
    1. The assessment of the adequacy of the administrative and accounting procedures for the preparation of the consolidated financial statements as at 31 December 2024 was based on a process defined by Digital Value S.p.A. in accordance with the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission, which represents a generally accepted international reference framework.
    1. It is also certified that:
  • 3.1 the Consolidated Financial Statements at 31 December 2024:
  • have been prepared in compliance with the applicable international accounting standards recognised by the European Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of 19 July 2002, as well as the provisions issued in implementation of article 9 of Legislative Decree no. 38/2005;
  • correspond to the results of the accounting books and records;
  • provide a truthful and fair representation of the issuer's assets and liabilities, as well as its financial and economic position, and those of all the companies included within the scope of consolidation;
  • 3.2 The report on operations includes a reliable analysis of the performance and results of operations as well as the situation of the company and of all the companies included within the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed.

Rome, 14 May 2025

Certification of the Statutory Financial Statements in compliance with article 81-ter of Consob Regulation no. 11971 of 14 May 1999 and subsequent amendments and additions

    1. The undersigned Paolo Vantellini and Alessandro Pasqualin, in their capacities as Chairman and General Manager, and of Executive Responsible for the preparation of the corporate accounting documents of Digital Value SpA respectively, taking into account that envisaged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998, hereby certify:
  • a) the adequacy in relation to the characteristics of the business, and
  • b) the effective application
  • of the administrative and accounting procedures for the preparation of the Financial Statements during 2024.
    1. The assessment of the adequacy of the administrative and accounting procedures for the preparation of the financial statements as at 31 December 2024 was based on a process defined by Digital Value S.p.A. in accordance with the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission, which represents a generally accepted international reference framework.
    1. It is also certified that:
  • 3.1 the financial statements for the year ended 31/12/2024:
  • have been prepared in compliance with the applicable international accounting standards recognised by the European Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of 19 July 2002, as well as the provisions issued in implementation of article 9 of Legislative Decree no. 38/2005;
  • correspond to the results of the accounting books and records;
  • provide a truthful and fair representation of the company's assets and liabilities, as well as its financial and economic position.
  • 3.2 The report on operations includes a reliable analysis of the performance and results of operations as well as the situation of the company and of all the companies included within the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed.

Rome, 14 May 2025

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