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Sesa Annual Report 2024

Jul 29, 2024

4086_10-k_2024-07-29_8feefe7a-9333-43fb-89eb-0d93e7514010.pdf

Annual Report

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April 30, 2024

Integrated Annual Report 2024

April 30, 2024

Integrated Annual Report 2024

For sustainable, responsible and transparent digital growth

We face the challenges of digitisation of companies and organisations every day

Annual Report

The Sesa Group has always been committed to sustainable value generation for the benefit of its stakeholders and is sensitive to the issue of environmental responsibility

Letter to the stakeholders

In 2024, we continued to grow, sustaining the digitisation of companies and organisations, with investments in vertical technical expertise, with a particular focus on DATA/AI technologies

Dear stakeholders

The Sesa Group closed the 2024 financial year with strong growth in consolidated revenue and profitability, and a further improvement in ESG performance, strengthening the role of reference player in the Technological, Consulting and Vertical Applications sector for the digital transformation of companies and organisations. The main industrial, financial and sustainability KPIs are growing significantly and mainly organically, confirming the success of our value generation model,based on the technical expertise of our people and to the benefit of all stakeholders.

In FY 2024, total Consolidated Revenues and Other Income was Euro 3,210.4 million, up 10.4% Y/Y, and profitability (Ebitda) reached a total of Euro 239.5 million (+14.4% Y/Y), with an Adjusted Net Income (EAT) of Euro 106.4 million (+4.1% Y/Y), thereby attaining record levels of annual average growth (CAGR) of 16.0% in terms of revenues and 26.2% at profitability level over the five years from 2020 to 2024. Specifically, over the period 2020-2024, consolidated revenues essentially doubled, climbing from Euro 1,776.0 million to Euro 3,210.4 million, while Ebitda increased from Euro 94.5 million to Euro 239.5 million, with an Ebitda margin that reached the threshold of 7.5% compared to 5.3% in the year ended 30 April 2020.

The Group's growth was determined by investments and a progressive focus on the segments enabling technological innovation with a focus on emerging technologies, from Cloud to Cyber Security, from Digital Platforms to Data AI, with the continuous development of the extent and skills of human resources, reaching a total of 5,691 resources as of 30 April 2024, up 21.0% compared to 4,717 in the previous year and 2,547 resources as of 30 April 2020, thanks to the hiring and inclusion programmes, with approximately 1,000 new employees recruited in the last year alone, 50% of whom under the age of thirty.

In 2024 we continued our industrial investments, amounting to Euro 142 million including the 13 bolt-on M&As, consolidating our leadership in the main areas of technological innovation, increasing market share in the Group's three business sectors (source: Sirmi, June 2024) and continuing

to support the digitisation of businesses and organisations through the further development of vertical skills and applications. Investments in Data Science and Artificial Intelligence (AI) expertise, technologies that have been part of our organisation for some time, and which are now crucial drivers of the digital transformation of companies, impacting every aspect of business activities as well as the way people work and live, were particularly important.

The Italian Data/AI market, which reached a value of Euro 674 million in 2023 (source: Sirmi, June 2024), is expected to grow further and strongly in the coming years, reaching Euro 960 million in 2024 (+55% Y/Y), and Euro 1.294 billion in 2025 (+35% Y/Y). The adoption of Analytics and AI technologies, with the recent addition of generative AI, at the service of business, has prompted us to organise dedicated skills centres in each Group sector, with the aim of employing AI not only as a technological tool, but specifically as a strategic lever to transform and improve the way companies operate and the quality of people's lives. Data/AI solutions are increasingly pervasive within the Group's strategic development areas, such as Cloud, Cyber Security, Vertical Applications and Digital Platforms, with a total of about 700 resources with specific skills and about 30 projects in the Data/AI area in FY 2024.

The Group's evolution in 2024 benefited from solid organic growth, with a significant contribution of external development accounting for a third of the total for the period. 13 bolt-on industrial M&A deals were completed in the year, including additional capacities in terms of people, applications and platforms to support the digital transformation of businesses and organisations.

Talent development initiatives were further strengthened during the year, with the expansion of hiring, welfare, education and work-life balancing programmes, promoting an innovative corporate culture that is inclusive and open to diversity. We have invested and worked to make the Sesa Group an ideal place to attract and retain talent, promoting the wellbeing, sense of belonging and professional growth of our people.

Our corporate culture has always been oriented towards longterm sustainable growth, as well as the generation of value for all stakeholders and attention to people, which are the central elements of our purpose and our path of continuous growth.

We significantly improved our ESG performance during the year, achieving our sustainable development goals: the economic value distributed exceeded the threshold of Euro 390 million (+26% Y/Y), mainly to the benefit of human resources, and at the same time the environmental impact was reduced thanks to the increase in the use of green energy, accounting for more than 95% of the total, the reduction of emissions per capita by 12.3% Y/Y, and the reduction of waste production per capita by 21% Y/Y. As part of the Group's virtuous path, the main international sustainability ratings, including the CDP rating,at level "B", the MSCI rating, at level "BBB", and the Gold EcoVadis rating, were confirmed.

The Group has invested about Euro 600 million in expertise and technology over the past five years, with about 60 M&A boltons, while confirming its financial solidity with an Active Consolidated Net Financial Position of Euro 211.0 million as of 30 April 2024, net of the aforementioned investments to support growth, as well as the distribution of dividends of Euro 15.5 million in September 2023.

In the light of the positive economic and financial performance, we propose to the shareholders' meeting the distribution of a dividend of 1 Euro per share, in continuity with the previous year's dividend, with the aim of continuing investments to support our long-term future growth and strengthen our role as reference player for the digitisation of businesses and organisations.

We would like to thank all the people and stakeholders of the Sesa Group who contribute with commitment and strong involvement to our extraordinary growth, inspired by common business vision based on long-term and sustainable development. Attention to people, the environment and the communities in which we operate represent the central elements of our history and our future development.

Paolo Castellacci Chairman of the BoD

Alessandro Fabbroni CEO

Attention to people, the environment and the communities in which we operate represent the central elements of our history and our future development

LETTER TO THE STAKEHOLDERS

HIGHLIGHTS

THE SESA GROUP

1.1. Values, Mission, Vision: sustainable growth 18
1.2. Business Model: activities and sectors 20
1.3. Governance and organisation 24
1.3.1. Governance Model 24
1.3.2. Shareholding 28
1.3.3. Locations and geographical coverage 29
1.4. Sustainability Governance 30
1.4.1. Group Certifications 31
1.4.2. Business lines in support of sustainability 33
1.4.3. The Group's tax strategy 33
1.5. The Sesa Group and the environment 34
1.5.1. Sesa's Environmental Policy 34
1.5.2. Enhancement of natural capital and responsible use of resources 36
1.5.3. Low-carbon transition:urban innovation projects 36
1.6. Value and supply chain 37

STRATEGY AND RISK MANAGEMENT

2.1. Group Strategy and Sustainable Development Goals (SDGs) 42
2.1.1. Sustainable development goals 42
2.2. Stakeholder engagement and materiality matrix 45
2.2.1. Creating value by involving Stakeholders 46
2.2.2. Material issues connected to the business activities 48
2.2.3. Evolution of the sustainability profile 52
2.3. The creation of long-term sustainable value for all Stakeholders 53
2.3.1. Value distributed to Stakeholders 53
2.4. Responsible business management: ethics, compliance and risk and opportunity management 56
2.4.1. System of Internal Controls and Risk Management 56
2.4.2. Risk Management and Mitigation Matrix 58
2.4.3. Compliance and anti-corruption 62
2.4.4. Data protection and Cyber Security 65

PERFORMANCE AS OF APRIL 30, 2024

3.1. Economic and Financial Results of the Sesa Group 70
3.1.1. Alternative Performance Indicators 70
3.1.2. Economic highlights of the Sesa Group 72
3.1.3. Highlights of the Group's Balance Sheet 74

3.2. Economic and Financial Results of Group Sectors 76
3.2.1. Results of the VAS sector 76
3.2.2. Results of the SSI sector 78
3.2.3. Results of the Business Services Sector 81
3.2.4. Results of the Corporate Sector 83
3.3. Economic and financial results of the parent company Sesa SpA 85
3.4. Key sustainability performance 88
3.4.1. Environment 89
3.4.2. People 93
3.4.3. Community 101
3.5. ESG indices, objectives, and targets 103
3.6. European taxonomy for environmentally sustainable activities 105
3.7. Significant events occurring after the end of the year 112
3.8. Business outlook 112
CONSOLIDATED NON-FINANCIAL STATEMENT
4.1. Reporting principles and criteria 116
4.2. Correlation table in compliance with Legislative Decree 254/2016 119
4.3. Global Compact Reconciliation Table 120

CONSOLIDATED FINANCIAL STATEMENTS AS OF APRIL 30, 2024

Notes to the Consolidated Financial Statements 134
Certification of the Consolidated Financial Statements 196
Independent Auditor's Report on the Consolidated Financial Statements as of April 30, 2024 197
Annex 1 203
Annex 2 210
Annex 3 212

SEPARATE FINANCIAL STATEMENTS AS OF APRIL 30, 2024

Notes to the Separate Financial Statements 220
Certification of the Separate Financial Statements 256
Independent Auditor's Report on the Separate Financial Statements of Sesa SpA as of April 30, 2024 257
Report of the Management Control Committee 262

Non-financial statement

HIGHLIGHTS

Economic Data

(Euro thousands) April 30, 2024 04/30/2023 04/30/2022 04/30/2021 30/04/2020
Revenues 3,164,477 2,867,700 2,362,603 2,022,454 1,762,641
Total revenue and other income 3,210,417 2,907,639 2,389,823 2,037,223 1,776,025
EBITDA 239,502 209,442 167,697 126,005 94,490
Adjusted operating profit (EBIT) (1) 192,710 160,943 125,895 91,821 68,465
EBIT (Earnings before interest and taxes) 156,969 142,665 114,195 84,00 63,897
Profit (loss) before taxes 121,824 128,279 109,083 80,826 60,191
Net profit for the year 83,058 90,217 78,619 56,786 42,188
Net profit for the year attributable to the Group 78,269 84,453 73,519 52,272 37,914
Adjusted net profit (EAT) for the year attributable to the
Group (1)
106,406 100,061 82,656 57,838 41,166

Financial Data

Total Net Invested Capital 474,662 390,369 243,197 202,674 199,159
Total Shareholders' Equity 477,345 424,050 335,159 297,355 253,859
- attributable to Shareholders of the Parent Company 429,584 374,934 315,441 278,593 236,392
- attributable to non-controlling interests 47,761 49,116 19,718 18,762 17,467
Net Financial Position Reported (Net Liquidity) (2,683) (33,681) (91,962) (94,681) (54,700)
Net Financial Position (Net Liquidity) (2) (211,015) (239,496) (245,292) (197,357) (110,318)
EBITDA / Total revenue and other income 7.46% 7.20% 7.02% 6.19% 5.32%
EBIT / Total revenue and other income (ROS) 4.89% 4.91% 4.78% 4.12% 3.60%

Market Data

Listing Market Euronext – Star Euronext – Star Euronext – Star Euronext – Star Euronext – Star
Quotation (Eu as of 04/30 each year) 98.0 110.9 138.7 115.4 48.6
Dividend per share (Eu) (4) 1.00 1.00 0.90 0.85 (Note 3)
Overall Dividend (Eu mn) (5) 15.5 15.5 13.9 13.2 (Note 3)
Pay Out Ratio (6) 19.8% 18.4% 19.0% 25.2% 0.0%
Shares Issued (in millions) 15.49 15.49 15.49 15.49 15.49
Capitalisation (Eu mn) as of 04/30 1,517,7 1,718,4 2,149,1 1,788,1 752,3
Market to Book Value (7) 3.2 4.1 6.4 6.0 3.0
Dividend Yield (su quotazione 30/04) (8) 1.0% 0.9% 0.6% 0.7% (Note 3)
Earnings per share (base) (9) 5.07 5.47 4.76 3.39 2.46
Earnings per share (diluted) (10) 5.05 5.45 4.74 3.37 2.45

(1) Adjusted operating profit before amortisation of customer lists and know-how recognised as a result of the Purchase Price Allocation (PPA) process, and gross of the non-recurring component of the Stock Grant plan referring to the three-year targets. Adjusted net profit attributable to the Group before amortisation of customer lists and know-how recognised as a result of the PPA process and gross of the non-recurring component of the Stock Grant plan referring to the three-year targets, net of related tax effect. (2) Net Financial Position not including non-interest-bearing payables and commitments for deferred payments of corporate acquisitions (Earn Out, Put Option, deferred prices) and liabilities recognised in application of IFRS 16. (3) The Shareholders' Meeting of Sesa SpA of August 28, 2020 resolved not to distribute dividends considering the pandemic emergency. (4) Dividends paid in the following year from the profit for the year as of April 30 each year. (5) Dividends gross of the portion relating to treasury shares. (6) Dividends before the share relating to treasury shares / Consolidated Net Profit attributable to shareholders. (7) Capitalisation based on share price as of April 30 each year / Consolidated Shareholders' Equity. (8) Dividend per share / Market value per share as of April 30 each year. (9) Net profit attributable to the Group / average number of ordinary shares net of treasury shares held. (10) Net profit attributable to the Group / average number of ordinary shares net of treasury shares in portfolio and including the impact of stock grants (up to the limit of treasury shares in portfolio).

Sustainability Indicators

Environmental Performance Indicators1 April 30, 2024 04/30/2023 04/30/2022 04/30/2021
Energy Consumption (GJ) 105,854 93,397 90,344 75,334
- Electricity purchased (GJ) 36,795 32,016 33,011 28,443
- Natural gas (GJ) 6,263 6,376 6,253 7,057
- Diesel for generators (GJ) 208 206 106 120
- Fuel consumption (GJ) 66,466 59,491 54,711 40,617
- Self-generated electricity from renewable sources (GJ) (3,877) (4,691) (3,737) (903)
Scope 1 GHG emissions (tCO2
)
5,269 4,780 4,397 3,393
- Natural gas (tCO2
)
352 358 351 397
- Diesel for generators (tCO2
)
15 15 8 9
- Fuel consumption (tCO2
)
4,902 4,407 4,038 2,987
Scope 2 market-based GHG emissions (tCO2
)
458 648 768
Scope 1 + Scope 2 GHG emissions (tCO2
)
5.728 5.429 5.165 3.392
)2
Emissions per capita (tCO2
1.07 1.22 1.36 1.99
Total electricity consumed (kWh) 11,297,422 10,196,090 10,207,630 7,900,912
- of which from low-impact renewable sources (kWh) 8,662,825 8,266,123 7,921,934
- self-generated energy from renewable sources (kWh) 1,076,587 1,302,765 1,037,902 250,773
Natural gas (smc) 174,391 180,707 177,266 200,011
Diesel for generators (litres) 5,661 5,610 2,890 3,280
Water withdrawals (Megalitres3
)
34.68 28.90 26.37 30.73
- of which from water-stressed areas 5.2 18.30 18.28 22.09
Total waste (t) 128 135 157 326
Total waste per capita (t) 0.02 0.03 0.04 0.11
Net Economic Value Generated 457,826 383,913 314,898 250,18
Retained Value 67,563 74,722 64,674 42,138
Distributed Value 390,263 309,191 250,255 208,042
Of which remuneration of Human Resources 298,659 238,426 197,163 162,972
Of which remuneration of the Public Administration 40,016 39,312 31,750 26,378
Of which remuneration of Shareholders (*) 15,495 15,495 13,946 13,171

(*) determined on the basis of the proposed allocation of the 2024 annual result submitted to the Shareholders' Meeting on August 28, 2024 (August 29, on second call)

3 1 Megalitre equals 1000 cubic metres

1 Compared to the previous year, the group's HR perimeter as of April 30, 2024 increased by 10.4%and revenue increased by 21.0%

2 GHG emissions Scope 1 + Scope 2 market-based (tCO2) / average workforce

HR Indicators

April 30. 2024 04/30/2023 04/30/2022 04/30/2021
Total Human Resources 5,691 4,717 4,163 3,441
- Men 3,886 3,204 2,821 2,374
- Women 1,805 1,513 1,342 1,067
Total recruitment 1,008 760 607 402
Total terminations 425 379 361 218
Incoming turnover 17.7% 16.4% 14.9% 11.7%
Health and Safety
Absenteeism
- Absenteeism rate 2.83% 2.80% 2.72% 2.30%
Accidents 24 17 17 8
- Severity Index 0.05 0.04 0.01 0.03
Training
Total number of training hours 97,981 69,551 60,907 26,302
Other Indicators
Average workforce 5,339 4,440 3,802 2,994
Personnel cost 298,659 238,426 197,673 162,972
Average cost per employee 55.9 53.7 52.0 54.5
Percentage of permanent employees 98% 98% 99% 99%

Moreno Gaini, Alessandro Fabbroni, Giovanni Moriani, Paolo Castellacci

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial statements as of April 30, 2024

The Sesa Group

5,691 Employees

Over 150

Locations and offices in Italy, Europe and the Rest of the World

+974

Y/Y employees

8.4 years

Average seniority

98%

Resources with a permanent contract

Aware of its social role, Sesa has embarked on a path intended to orient the organisation and its business activities in the direction defined by the 17 SDGs (Global Compact Goals)

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

1.1. Values, Mission, Vision: sustainable growth

The management of the Group's business activities is based on principles of impartiality, integrity, fairness, professionalism, transparency, business continuity, attention to people, responsibility towards all stakeholders and environmental protection. These guiding values constitute the shared heritage of the Group's culture and its Code of Ethics.

Being at the side of people, companies and communities, sharing with them the opportunities for growth, is an aspiration that has guided the Group since its establishment and that guides its future choices. In no case may the pursuit of the Group's interest or the conviction of acting to the advantage or in the interest of the Group justify conduct in conflict with any current legislation or the Code of Ethics.

PURPOSE: Creating long-term sustainable value for all stakeholders by promoting digital innovation for businesses and organisations and enhancing people's well-being constitutes Sesa's Purpose.

Moreover, Sesa establishes relationships based on care, ethics, and transparency with all its stakeholders.

The Sesa Group develops advanced technological solutions and digital services in partnership with leading international vendors in the sector, targeting major Italian and European economic districts, supporting customers in the path of innovation and business development.

Technological and digital innovation for the sustainable growth of companies and organisations

Our Purpose is to create long-term sustainable value for all stakeholders by promoting digital innovation for businesses and enhancing people's well-being

Sesa believes in the need to reconcile economic growth with a balanced generation of value to the benefit of all stakeholders and to protect the environment and communities in which the Group operates, combining the three fundamental dimensions of sustainable development:

  • • Environmental sustainability: the ability to protect the environment as a "distinctive element" of the territory in which the group operates by preserving the natural resources;
  • • Economic sustainability: the ability to generate lasting and progressive growth, developing income, employment and value for all stakeholders;
  • • Social sustainability: Ability to contribute to the wellbeing of the social communities (income, health, education) in which the Group operates.

Our commitment to people, the environment, and the communities in which we operate are central elements of our history and our future development.

Focus on sustainable growth and ecological transition

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

1.2. Business Model: activities and sectors

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

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

The Business Sectors (SSI, Business Services and VAS) have a strong focus on the target market with dedicated marketing and sales structures.

Within each of the Sectors, vertical business lines are developed with specialised technical and commercial structures for market segments and areas of expertise.

CORPORATE SECTOR

The Corporate Sector deals with the strategic governance and operational, financial and human resources management of the Group through Sesa SpA.

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

Following the recent entry into the organisation of the subsidiary Adiacent, the Corporate Sector extended its activities in the development of Customer Experience technology and application solutions to the whole of the Sesa Group. Adiacent SpA (benefit company) supplies digital transformation and customer experience services

Matrix and inclusive organisation model, focused on the development of vertical digital competences

SOFTWARE AND SYSTEM INTEGRATION (SSI) SECTOR

The Software and System Integration Sector is active in offering Technological Innovation solutions, Digital Services and Business Applications for the Enterprise segment. Var Group SpA, which consolidates the sector, is a reference operator in the digitalisation offer for the SME and Enterprise segments with a customer base of over 10,000 companies, 2,000 of which in foreign countries, and an integrated offering in the following areas: Cloud Technology Services, Cyber Security, Proprietary ERP and Vertical Solutions, Enterprise Platform, Digital Workspace, Data/AI, Digital Experience.

CORPORATE
Sesa
100%
VAS
Computer Gross
100%
SSI
Var Group
100%
BUSINESS SERVICES
Base Digitale Group
93%

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

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

Proprietary ERP and Vertical Solutions - Strategic Business Unit with a complete range of national proprietary ERPs and Vertical Applications specialised for the main Made in Italy districts (Sirio, Panthera, Essenzia, Sigla++, as well as applications for the food retail and mass distribution sector with the solutions of the Tekne Group companies. The ERP and Industry Solutions Business Unit is the sector's main operational area in terms of employment, with about 1,300 resources.

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

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

The Group is organised into four operating segments: Corporate, Value-Added Distribution (VAD), Software and System Integration (SSI), Business Services (BS)

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

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

SETTORE BUSINESS SERVICES (BS)

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

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

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

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

  4. Separate financial statements as of

April 30, 2024

Base Digitale Applications - Strategic Business Unit dedicated to the development of vertical software solutions on cloud platforms for the banking sector (treasury, derivatives, finance, wealth management), with a staff of over 150 human resources and a research and development centre based in Parma. It integrates the offer of BDX and BDY, a company set up following a multi-year partnership agreement with Centrico, (Banca Sella Group), active in the offering of Core Banking ERP solutions. Starting from the FY 2025, the business unit will include the offering of Advance Technology Solutions SpA, a company acquired in May 2024 with over 100 resources dedicated to the development of capital market platforms, with specific expertise in Data/AI.

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

VALUE ADDED SOLUTIONS (VAS) SECTOR

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

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

Data/AI Solutions - The offering of the Data/AI Business Unit includes Data Science, Advanced Analytics and Artificial Intelligence both applied and generative, with a specialized team of resources dedicated to the development of AI projects in partnership with major International Vendors, active in these fields, including Microsoft and IBM.

In particular, during FY2024: (i) Computer Gross established the first competence center in IBM watsonx in order to accelerate opportunities for business partners through enablement, demand generation, training and technical support activities; (ii) Computer Gross was the reference partner of Microsoft developing a specific focus on Copilot AI solutions.

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

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

Digital Green Strategic Business Unit - Dedicated to solutions for the production of energy from renewable sources and energy efficiency, which reduce the environmental impact of organizations, established following the acquisition of the company P.M. Service Srl in 2022. This Business Unit also integrates the company Service Technology Srl, which offers management and reconditioning services of IT products, remanufacturing and refurbishing of technology parks, with about 35,000 personal computers reconditioned in the fiscal year.

The BU, which achieved record revenues of about 350 million euros in FY 2023 compared to 150 million euros in revenues in the previous year, achieved revenues of about 240 million euros in FY 2024 as a result of the sharp decline in sales prices.

  1. Non-financial 5. Consolidated

statement

financial statements as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

1.3. Governance and organisation

1.3.1. Governance Model

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

To this end, it should be noted that, on July 12, 2022, the Board of Directors also set up an internal Sustainability Committee, with advisory and propositional functions to support the Board and the CEO in matters relating to sustainability.

  • The Shareholders' Meeting is the body that forms and expresses the company's will, subsequently implemented by the Board of Directors. It is made up of the Sharehol- ders, who periodically meet to pass resolutions in the manner and on matters defined by the law and the Com- pany's Articles of Association. The most important tasks of the Shareholders' Meeting include the choice of the members of the Board of Directors and the Management Control Committee, as well as the approval of the Statu- tory and Consolidated Financial Statements;
  • The Board of Directors carries out the strategic supervision of the Group and verifies its implementation. Chaired by Paolo Castellacci, it is made up of ten members (whose number is determined by the Shareholders'

Meeting on the basis of the provisions of the Articles of Association): four executive and six non-executive directors, five of which are independent. The Board of Directors is also responsible for the definition of the Code of Ethics, values and the preparation of this Annual Report, which outlines policies, risks and performance on financial, environmental, people-related, social, human rights and anti-corruption issues. The composition of the Board of Directors complies with the regulations in force at any given time concerning the balance between genders (out of a total of ten members there are three women, all of whom are independent), and the average age of the members of the Board is about 55. In line with best practice, the role of Chairman of the Board of Directors is separate from that of Managing Director;

  • The Chief Executive Officer, in the person of Mr. Alessandro Fabbroni, is in charge of the corporate, operational and financial management as well as the implementation of strategic guidelines.
  • The Management Control Committee, monitors the compliance with legal, regulatory and statutory pro- visions, the compliance with the principles of proper administration, the adequacy of organisational and accounting structures, and the functionality of the overall internal control system. The Committee, which is part of the Board of Directors, is composed of three directors who meet the requirements of honourableness and professionalism laid down in the Articles of Association and the requirements of independence laid down in Article 2409 septiesdecies.
  • The Independent Auditor, an external entity responsible for the statutory audit of the accounts, is selected by the Shareholders' Meeting. For the nine-year period 2023 to 2031, this role has been assigned to the independent auditor KPMG SpA.

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

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

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

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

The composition of the management and control bodies in Sesa SpA complies with the applicable legal provisions, with specific reference to the appropriate gender distribution. For information and in-depth analysis on the structure and functioning of the corporate bodies, governance practices, and the activities of the internal body Committees, please refer to the "Report on Corporate Governance and Ownership Structures" published pursuant to Article 123-bis of the Consolidated Law on Finance on the website www sesa.it, in the "Corporate Governance" Section.

Directors' competencies

BoD in numbers

  1. The Sesa Group 2. Strategy and risk management

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April 30, 2024

Board of Directors

Gender Year of birth Role Expiry
Paolo Castellacci 03/30/1947 Chairman approval of financial statements April 30, 2024
Giovanni Moriani 11/19/1957 Chairman approval of financial statements April 30, 2024
Moreno Gaini 09/14/1962 Chairman approval of financial statements April 30, 2024
Alessandro Fabbroni 03/03/1972 CEO approval of financial statements April 30, 2024
Claudio Berretti 08/23/1972 Non-Executive Director approval of financial statements April 30, 2024
Giuseppe Cerati 05/15/1962 Independent Director approval of financial statements April 30, 2024
Angela Oggionni 06/08/1982 Independent Director approval of financial statements April 30, 2024
Chiara Pieragnoli 11/11/1972 Independent Director approval of financial statements April 30, 2024
Giovanna Zanotti 03/18/1972 Independent Director approval of financial statements April 30, 2024
Angelica Pelizzari 10/18/1971 Independent Director approval of financial statements April 30, 2024

Corporate Governance Committees

Expiry
Control and Risks Committee and Related Parties
Giuseppe Cerati (Chairman), Giovanna Zanotti, Chiara Pieragnoli approval of financial statements April 30, 2024
Director in charge of Internal Audit: Alessandro Fabbroni approval of financial statements April 30, 2024
Appointments and Remuneration Committee
Angela Oggionni (Chairman), Giovanna Zanotti, Claudio Berretti approval of financial statements April 30, 2024
Sustainability Committee
Giuseppe Cerati (Chairman), Giovanna Zanotti, Chiara Pieragnoli, Alessandro Fabbroni approval of financial statements April 30, 2024

Management Control Committee

Role Expiry
Giuseppe Cerati Chairman approval of financial statements April 30, 2024
Chiara Pieragnoli Committee Member approval of financial statements April 30, 2024
Giovanna Zanotti Committee Member approval of financial statements April 30, 2024

Regulatory Body in compliance with Legislative Decree 231/2011

Role Expiry
Giuseppe Cerati Chairman approval of financial statements April 30, 2024
Chiara Pieragnoli Standing Member approval of financial statements April 30, 2024
Giovanna Zanotti Standing Member approval of financial statements April 30, 2024

Sesa Corporate Officer

Role
Samantha Alderighi Group Human Resources Director
Elisa Gironi Corporate Governance, M&A Director
Francesco Billi Group Chief Financial Officer
Jacopo Laschetti Stakeholder, IR and Sustainability Manager
Alessandro Di Stefano HR Business Partner and Welfare Manager
Eriberto Santoro Group Administration and Tax Director
Angela Pennacchi Hiring and Diversity Manager
Alessandro La Pietra Legal and Compliance Manager

  1. Non-financial statement

  2. Consolidated financial statements 6. Separate financial

as of April 30, 2024

statements as of

April 30, 2024

1.3.2. Shareholding

Sesa shares are listed on the Euronext STAR Milan market and are part of the Euronext Tech Leaders index and the FTSE Mid Cap index. The company has a capitalisation of Euro 1.782 billion (reference Euro 115.3 per share) as of June 28, 2024.

Share Capital: The share capital of Sesa SpA amounts to Euro 37,126,927.50 and is divided into 15,494,590 Ordinary Shares, all with no indication of par value. Sesa SpA is controlled by ITH SpA with 52.898% of the share capital.

The Shareholders' Meeting of August 28, 2020 approved the amendment of Article 7 of the Articles of Association, in compliance with the provisions of Article 127-quinquies TUF, introducing the so-called "increased vote" mechanism. The purpose of the proposed amendment is to promote the stabilisation and loyalty of the shareholder structure, providing incentives for medium- and long-term investment in Sesa's share capital, in support of the Group's organic and non-organic growth strategy. The Company's Articles of Association envisage that two votes be allocated for each share owned by a shareholder who has requested registration in the Special List - kept and updated by the Company - and has maintained it for a continuous period of not less than 24 months from the date of registration in said List.

Listing Market

Euronext Market, Milan STAR segment
Share Capital (in EUR) 37,126,927.50
Number of ordinary shares issued 15,494,590
Share of capital held by controlling shareholder ITH SpA 52.898%
Specialist Operator Intermonte Sim SpA

Treasury shares: at the date of preparation of the Report, Sesa SpA holds 50,850 treasury shares (equivalent to 0.328% of the share capital), purchased under the treasury share purchase plan approved by the shareholders' meeting of August 28, 2023. In application of international accounting standards, these instruments are deducted from the company's shareholders' equity. The 2024-2026 Stock Grant Plan envisages, upon achievement of the pre-established targets as of 30 April 2024, the allocation of a maximum of 59,250 ordinary shares to the beneficiaries, some of which are already available in the company's treasury share portfolio; the remainder may be purchased following the continuation of the buy-back plan in the new financial year ending April 30, 2025 or, at the company's discretion, made available through a dedicated capital increase already resolved upon by the shareholders' meeting of August 2023.

Stock performance in euro

1.3.3. Locations and geographical coverage

he Sesa Group operates throughout the whole of Italy and in some foreign countries. The Group's headquarters is in Empoli (Florence) where a technological pole has been developed that covers an area of over 25,000 square metres and includes office space and training areas of about 10,000 square metres, the datacentre for cloud computing services of 1,300 square metres and the logistics centre and warehouse of about 14,000 square metres, as well as buildings housing the company nursery, canteen, auditorium, and experience lab available to the Group's customers. About 1,000 employees work at the Empoli site.

The Group also has a strong presence in Milan, with about 1,100 resources, which has been growing steadily in recent years, and offices covering over 4,000 square metres. Other offices are located throughout the country.

Thanks to the recent acquisitions, the number of foreign locations was further expanded during the financial year. As of April 30, 2024, the locations in Germany (Munich, Aichach, Eching), France (Tremblay-en-France and Nogent-sur-Marne), Spain (Madrid and Barcellona), Austria (Klagenfurt), Switzerland, Romania (Iasi), Mexico (Guadalajara) and Cina (Shanghai).

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

1.4. Sustainability Governance

Sesa intends to pursue an effective ESG strategy, in line with the model of sustainable value creation for stakeholders. A choice that is translated into programmes and actions, through a transparent Governance model, capable of managing risks in an integrated manner and monitoring projects and new investments.

Sesa's corporate governance structure is aligned with national and international best practices and complies with the principles set forth in the Corporate Governance Code of listed companies. Through an integrated management system, we ensure that our business is managed in accordance with the corporate governance best practices

1.4.1. Group Certifications

Sesa operates in compliance with the following international reference standards:

  • UNI EN ISO 9001:2015 for quality;
  • UNI EN ISO 14001:2015 for the environment;
  • ISO 27001:2017 for the security of information;
  • ISO 45001:2018 for occupational health and safety;
  • UNI/PDR 125:2022 certification for gender equality management;
  • SA8000:2014 for social responsibility.

ENVIRONMENTAL CERTIFICATION UNI EN ISO 14001:2015

ISO 14001 specifies the requirements for a correct and effective environmental management system. It guarantees the company's commitment to comply with environmental legislation, reducing environmental impact and improving environmental performance. Certified Group companies: Sesa SpA, Computer Gross SpA, Var Group SpA, Base Digitale Group Srl, BDS SpA. The Environmental Management System Certifications cover more than 90% of the sales volume achieved by the Group in the 2024 fiscal year.

ETHICAL CERTIFICATION SA 8000

SA 8000 is a management model that aims to empower and protect employees working in the organisation that adopts it. The standard aims to: improve staff conditions; promote ethical and fair treatment of staff; incorporate international human rights conventions. It defines the voluntary requirements that employers must comply with in the workplace, including employees' rights, workplace conditions and management systems. Certified companies: Sesa SpA, which manages human resources, welfare, hiring and training programmes for all major Group companies, was granted the certification as of the year 2015.

QUALITY CERTIFICATION ISO 9001

ISO 9001 is the internationally recognised reference standard for quality management, its aim being the continuous improvement of company performance, guaranteeing the quality of goods and services to customers. Certified Group companies: Sesa SpA, Computer Gross SpA, Var Group SpA, BDS SpA, BDM srl, ATS SpA, Apra SpA, East Services Srl, MF Services Srl, Var Bms SpA, Var Engineering Srl, Yarix Srl, Adiacent Srl, Icos SpA, BDP SpA, P.M. Service Srl, NGS Srl, Eurolab Srl, Aldebra Srl, Datef Srl, Palitalsoft Srl, Yoctoit Srl. The Quality Management System Certifications cover more than 95% of the sales volume achieved by the Group in the 2024 fiscal year.

OCCUPATIONAL HEALTH AND SAFETY CERTIFICATION ISO 45001

ISO 45001 establishes a framework for improving safety, reducing occupational risks and boosting employee health and wellbeing, thus enabling the health and safety performance of companies and organisations to be implemented. Certified Group companies: Var Group SpA, ICT Logistica Srl, BDS SpA. Sesa SpA has also started the certification process which will be completed in the next fiscal year as of April 30, 2025. The certifications related to health and safety in the workplace (ISO 45001) cover over 90% of the Group's locations.

ADHESION TO THE UNITED NATIONS GLOBAL COMPACT SDGs

Adhesion to the UN Global Compact offers the opportunity to adopt a globally recognised framework for the development, implementation, and adoption of environmental, social and governance policies and practices. Adherent Group member companies: Sesa S.p.A., Var Group S.p.A., Computer Gross S.p.A.

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

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as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

INFORMATION SECURITY CERTIFICATION ISO 27001

ISO 27001 is the international standard that describes the best practices for an Information Security Management System. The standard's main goal is to guarantee the protection of data and information from threats of all kinds, in order to ensure its integrity, confidentiality and availability, and to provide the requirements for implementing an Information Security Management System suitable for the proper management of business-critical data. Certified Group companies: Computer Gross SpA, Var Group SpA, BDS SpA, Kleis Srl, Yarix Srl, BDP SpA, ATS SpA, NGS Srl, Tecnike Srl, Datef Srl, Amaeco Srl, Palitalsoft Srl, Yoctoit Srl. Information Security Management System Certifications cover more than 90% of the Group's locations.

GENDER EQUALITY CERTIFICATION UNI PDR 125:2022

The certification on Gender Equality in accordance with UNI/ PdR 125:2022 envisages an assessment of the effectiveness of the actions taken by the organisation to create a working environment that is inclusive of diversity and supportive of gender equality. This goal has been achieved by Sesa SpA and Computer Gross SpA, with plans to extend it to the main Group companies, thanks to its commitment to promoting an increasingly inclusive corporate culture. The actions taken were measured against a set of KPIs - of a qualitative and quantitative nature - relating to different variables that distinguish an inclusive organisation, such as culture and strategy, governance, HR processes, fair opportunities for growth and inclusion in the company, equal pay regardless of gender, protection of parenthood and work- life balance. Gender Equality is also one of the 17 Sustainable Development Goals set by the UN (Goal 5) and is one of the cross-cutting goals of the NRP.

  1. https://www.esgbusiness.it/esg-ici-label-2024/

  2. https://lab24.ilsole24ore.com/leader-sostenibilita/

ECOVADIS RATING CSR RATING: GOLD

Sesa and the main Group companies were awarded the Gold Ecovadis medal, an important recognition that underlines our commitment to integrate ESG criteria into the company's business. Computer Gross SpA was awarded the Platinum medal, entering the Top 1% of the best companies in the EcoVadis global ranking (out of more than 90,000 companies analysed), falling within the 99th percentile.

Corporate Responsibility Awards:

INTEGRATED GOVERNANCE INDEX (IGI) 2024

The Integrated Governance Index4 is a quantitative index developed by Eticnews that concisely expresses the positioning of companies in relation to key sustainability aspects. For the last four years, (2021, 2022, 2023 and 2024) Sesa has ranked among the top 100 companies listed on the stock market to have acquired this recognition.

SUSTAINABILITY LEADERS Il Sole 24 Ore

The increasing focus on a more efficient use of resources and the energy transition towards less polluting sources has prompted Il Sole 24 Ore and Statista, the international market leader in data and trend analysis, to launch the Sustainability Leaders 20245 initiative. The survey examined more than 1,500 large companies based in Italy on the basis of their published sustainability reports and financial statements and focuses on the analysis of Corporate Social Responsibility in its three dimensions Economic, Environmental and Social. As a result of the survey, Sesa was selected, for the fourth year running, among the 150 Italian companies considered most sustainable.

1.4.2. Business lines in support of sustainability

In 2021, the Sesa Group launched a Strategic Business Unit dedicated to offering technologies and services supporting environmental sustainability, which, as of April 30, 2024 developed revenues of over Euro 200 million and a customer set of around 2,000 Business Partners. Sesa intends to further expand the scope of its activities in sectors where digital technologies converge with those of energy efficiency and environmental sustainability. Details of some of the main Group companies operating in technologies for environmental sustainability and energy efficiency, making a proactive contribution to the protection of the environment, are shown below.

  • The P.M. Service Srl Group company that belongs to the VAS sector, is a reference operator in Italy in the offer of technological solutions for energy saving, e-mobility and environmental sustainability through partnerships with leading international vendors in the sector. Among other things, the company has its own photovoltaic plants with a total capacity of about 1 MW, which produced 1.0 million kWh of electricity from renewable sources during the year;
  • the Service Technology Srl Group company that belongs to the VAS sector offers solutions for the management and reconditioning of IT products and technology parks. In the financial year ended April 30, 2024, it regenerated about 30,000 personal computers, with about 60 tonnes of hardware, with a saving of about 3 tonnes of CO2, equivalent to about 100 tall trees;
  • Var Group (the Group's SSI sector) further strengthened its offer of services for the digitisation and monitoring of the consumption of natural resources during the year, promoting the optimisation of production processes with a view to environmental sustainability. In addition, following the establishment of the SustainIT Business Unit in 2024, a competence hub was created with the aim of supporting corporate customers in adapting their structures, processes and platforms to regulatory changes in the ESG area.

Sesa adopts the observance of the principles of legality, in application of the legislation in force both in Italy and in the foreign countries in which it operates as an essential value of its activities. Furthermore, the Organisational, Management, and Audit Model incorporates details of tax offences, subject to the control of the Supervisory Board.

The periodical update of risk assessment did not reveal any relevant issues in this area. Confirming the overall effectiveness of the integrity and compliance measures adopted by the Group, as of April 30, 2024 there had been no episodes of corruption, conduct in breach of the law on competition or other applicable socio-economic and environmental regulations, nor had the Supervisory Body of Sesa received reports of alleged unlawful conduct or conduct contrary to the provisions of the Code of Ethics.

Sesa's goal evolves in two directions:

(i) payment of all taxes due as well as the prompt and complete fulfilment of all obligations required by tax regulations;

(ii) compliance with international double taxation treaties as well as application of any beneficial tax provisions in full compliance with all regulations in the jurisdictions involved.

In view of the goals described above, the Group's tax strategy is based on the following principles:

  • compliance: observance of tax laws, regulations and circulars issued by the Tax Authorities;
  • legality: compliance by all Group companies with tax obligations and payment of taxes;
  • sustainability: efficient, effective, and sustainable management of the tax variable in order to support Sesa's business;
  • fairness: diligent exercise of professional judgement in order to ensure that decisions made in tax matters are in line with national and international best practices, properly analysed and adequately documented;
  • transparency: a trasparent approach to develop and sustain fair and honest relations.

  • Non-financial statement

  • Consolidated financial statements as of April 30, 2024

April 30, 2024

TAX REPORTING:

As of April 30, 2024, Sesa recognised taxes amounting to Euro 38,766 thousand (+2% Y/Y). 99.71% of the taxes recognised are related to the EMEA (Europe, the Middle East and Africa) area and, in particular: Euro 37,239 thousand in Italy (96.06%), Euro 836 thousand in Germany (2.16%), Euro 38 thousand in France (0.10%), Euro 24 thousand in Romania (0.06%), Euro 3 thousand in Switzerland (0.01%), Euro 12 thousand in Albania (0.03%), Euro 34 thousand in Austria (0.09%) and Euro 469 thousand in Spain (1.21%). The remaining 0.29% of the taxes pertain to South America.

1.5. The Sesa Group and the environment

Aware of the climate changes that are affecting our planet, the Group is sensitive to the issue of environmental protection as a resource for the wellbeing of mankind and is committed to operating in accordance with the principles of sustainable development. The environmental impacts of the Sesa Group are mainly attributable to:

  • energy consumption of Group company offices. The electrical system installed on the premises of the companies is connected to the public medium voltage energy distribution network;
  • consumption of natural gas by the Group companies for heating and hot water production;
  • consumption of natural gas by the Group companies for heating and hot water production;
  • waste generated at Group company sites.

1.5.1. Sesa's Environmental Policy

Sesa conducts its business with the objective of environmental protection and sustainable management of natural resources. The Group's operational management refers to environmental protection and energy efficiency criteria, pursuing the continuous improvement of occupational health and safety and environmental protection. In order to achieve and implement this commitment, Sesa has drawn up a Group Environmental Policy and obtained the environmental certification of the activities carried out, introducing an Environmental Management System, in accordance with the provisions of UNI ISO 14001:2015. In order to exploit all possible synergies, the definition of the Environmental Policy and its implementation are managed in a unified way and are consistent with the Group' s strategic goals. This management:

  • defines the environmental and sustainable industrial development policies;
  • draws up guidelines for the implementation of the Group's environmental policy;
  • identifies the indicators and guarantees the monitoring and control of the trend of corporate actions in terms of environmental impact;
  • follows the evolution of national and European Union environmental legislation and prepares application guidelines for subsidiaries;
  • handles relations with organisations, institutes, and agencies in the environmental field.

ENVIRONMENTAL RISKS AND OPPORTUNITIES

Climate change is a risk factor of increased impact which, in light of the climate change and the energy crisis resulting from, among other things, the emergence of the Ukrainian war, companies and organisations are being called upon to proactively address. The Sesa Group is involved in supporting the digital transformation and energy transition process of its stakeholders and intends to play a leading role in Italy and in the markets where it operates.

With reference to the main climatic risks for the company, significant physical damage (concerning temperature, wind, water and terrain, and therefore possible extreme events, such as fires, floods, hurricanes or earthquakes) to the Group's locations could have an impact on its activities, such as the interruption of services and operations. However, such impacts are mitigated through appropriate business continuity plans and safeguarded by organisational and security measures to preserve the business from disruption. The occurrence of a major incident would be unlikely to have significant negative consequences on the Group's operations.

Conversely, the Group's risk of generating negative climate impacts is mainly related to its ability to take effective measures to reduce emissions, which in part also depend on the energy purchased by the company to run its operations. A reputation risk related to the difficulty in attracting and retaining customers, employees, business partners and investors could be added to this should Sesa fail to achieve its climate protection targets.

The measures taken to prevent and mitigate environmental risks are the ISO14001-certified environmental management system and all initiatives to reduce greenhouse gas emissions related to the Group's activities (mainly offices and business travel), which may lead to increased capital expenditure in the short term before financial benefits are realised in the long term, and the use of renewable energy.

To this end, a new business line was developed with over Euro 200 million in revenues in the financial year and about 150 specialised resources, with the aim of developing new technologies, products, and services for the production of energy from renewable sources and the efficient consumption of natural resources. Investments also continued in the Group's main owned buildings: during the financial year 2024, the internal production of energy from renewable sources exceeded 1 million Kwh, and the main indicators relating to emissions and consumption improved.

Sesa's ESG Team, with the direct cooperation of the Sustainability Committee, collects and analyses environmental data, periodically monitors indicators and helps create awareness and educate employees on these issues through internal communication events and initiatives.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

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1.5.2. Enhancement of natural capital and responsible use of resources

Thanks to the principles of protection and preservation mentioned above, Sesa undertakes a series of initiatives aimed at reducing and preventing possible negative impacts on the environment resulting from the exercise of its activity. These include the choice of energy supply from renewable energy sources. Sesa constantly monitors its energy consumption and related emissions, promoting efficiency improvement programmes including those indicated below:

  • monitoring and efficiency of the waste produced and development of recovery activities (separate collection). Improvements: extension of ISO 14001 environmental certification to all major Group companies and dissemination of the Environmental Policy;
  • hybrid working and digital collaboration modes adopted by the Group, maintaining a predominantly physical work organisation model for all human resources and corporate locations;
  • improvement of levels of awareness among personnel working in the Group or on its behalf, by implementing information and training. Improvements: HR training:
  • raising awareness of environmental management principles among suppliers and contractors. Improvements: activities to raise awareness among employees and suppliers;
  • commitment to actions aimed at maximising energy savings in its offices or premises, in the management of its vehicle fleet, favouring more efficient and less polluting technologies. Improvements: Increased efficiency of lighting (LED), controlled processes and energy-efficient materials, green building projects and certifications (Leed);
  • reduction in the use of energy resources per unit of gas injected into the grid. Improvements: maintenance and improvement of facilities;
  • optimisation of the use of transport fuels. Improvement actions: renewal of the vehicle fleet and innovative mobility management systems.

1.5.3. Low-carbon transition: urban innovation projects

TRANSITION TO CARBON NEUTRALITY

The Group continues with determination on the path of integrating ESG criteria into its business, implementing an environmental sustainability strategy focused on achieving carbon neutrality, in line with the UN 2030 Agenda. There are several areas of intervention that will lead the Group to neutralise its carbon footprint by 2030, through a plan that envisages three lines of action: monitoring and quantification of emissions; continuous processes of efficiency and impact reduction; and offsetting residual and non-reducible emissions.

To this end, an articulated and far-reaching project is related to the implementation of environmental impact reduction programmes for the Empoli technology pole. The project, in addition to allowing the expansion of the activities present in support of the business, will allow the area to be reorganised in terms of road functionality, public parking, public green spaces, and services for employees and citizens. The project will also reduce pollutant emissions caused by traffic, through sustainable mobility measures: free public parking spaces in connection with a bike-sharing station, public transport connections and the creation of cycle paths.

The project is divided into three distinct stages of progress and involves the construction of infrastructures and buildings using eco-sustainable and energy-saving materials, techniques and technologies (green building and related certifications). The aim of the project is to enhance the Technological Pole, through the regeneration of community relations, the protection of the wellbeing and health of citizens, the improvement of the quality of the environment and mobility, and the enhancement of social and cultural activities.

SELF-PRODUCTION OF ENERGY FROM RENEWABLE SOURCES

The Sesa Group directly produces a significant part of the electricity used through its own photovoltaic plants. In detail:

  • 1.30 million kWh were produced in the financial year ended April 30, 2023, an increase of 25% compared to the previous year.
  • In the fiscal year ending April 30, 2024, 1.08 million kWh were produced, marking a decline due to extraordinary expansion works at the Empoli Technology Hub, which caused a partial shutdown of the production facilities.

Since financial year 2022, the Group's total electricity needs have in any case been covered, according to the company policy, by certified green energy for more than 90%. In FY 2024, the share of certified green energy (through cancellation of certificates of origin) is 95% of the total supply.

ENERGY EFFICIENCY

Every year, the Group promotes investments for the modernisation of its plants, steering its choices towards technologies that optimise yields and reduce energy consumption. Sesa uses LED lighting, with controlled processes and energy-efficient material, in compliance with the EC "Ecodesign" Directive 2009/125/EC for energy saving. Moreover, all the air-conditioning systems have been replaced with more energy-efficient systems, using refrigerant gases with a low environmental and lower acoustic impact.

RELATIONS WITH SUPPLIERS AND CUSTOMERS

The Sesa Group intends to establish a relationship of trust with its customers and suppliers, based on principles of fairness and transparency. The creation of sustainable value by the Sesa Group is expressed in the relationships with customers and suppliers, based on continuous processes of collaborative dialogue. Supply chain risks are carefully monitored and mitigated through preliminary analyses and documentary requests that enable the thorough assessment of customers and suppliers in observance of the rules of compliance.

80% of environmental impacts are generated within corporate supply chains, and part of the advancement goals on human and labour rights, health and safety, and anti-corruption are closely linked to the management of the supply chain, starting with the selection of suppliers, through their involvement, and ending with the measurement of supply chain sustainability performance. Sesa is committed to the ethical and reputation assessment and verification of the company's main counterparties by means of an assessment of the most significant third parties, carried out by the Compliance department and aimed at identifying initiated investigations, judgements or orders issued against the companies or their directors. The ascertained violation of the principles contained in these documents leads to the cancellation of ongoing evaluation and award processes and any existing contracts.

THE SUPPLY CHAIN AND THE SELECTION OF NEW SUPPLIERS

In In its relationship with its suppliers, the Sesa Group applies the principles of fairness and transparency, adopting selection procedures carried out without bias and according to rules that include the verification of quality, technical and professional suitability, ethical-behavioural aspects, compliance with applicable regulatory standards and the cost- effectiveness of the supply of goods, services and works. The contractual standards in force in the Group's strategic supplies require suppliers to comply with the rules established in Decree 231/01 and with the Group's ethical principles. The Group's Code of Ethics includes a specific section dedicated to relations with Suppliers, which must be managed according to principles of maximum collaboration, willingness, professionalism, as well as respect for the principles of transparency, equality, fairness, and competition. The respect, by each Supplier, of the principles set forth in the Group's Code of Ethics is decisive for the establishment of the contractual relationship.

The selection of new Suppliers must be based on criteria of transparency and fairness and aimed at identifying counterparties capable of reconciling the company's needs in the best possible way, from a cost/performance point of view, limiting, as far as possible, the company's potential exposure to any risks. As part of the process of selecting reference Suppliers, the companies of the Sesa Group appropriately assess, on the basis of business relations, the characteristics, also by means of specific self-certification, of economicfinancial soundness and reliability of the counterparty, through the interrogation of public and/or system databases or the use of special certified information services.

Supplier selection activities must also mandatorily take into account the supplier's commitment to comply with the Organisational Model pursuant to Legislative Decree 231/2001, adopted by the Group or, that it has its own Code of Ethics with principles consistent with those of the Sesa Group. Health, safety, environment and ESG issues in general are binding for the award of contracts at our sites, regardless of the amount.

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

  4. Separate financial statements as of April 30, 2024

Here, we analyse existing processes and procedures in force and the existence of management systems, or the holding of certifications that guarantee adherence to the highest international standards. We acquire and evaluate, also in line with SA 8000 and PdR 125:2002, information and data on the protection of human rights, use of child labour, equal treatment, and respect for best practices in diversity and inclusion.

Suppliers with inadequate performance are subject to corrective measures, but may also be suspended or blacklisted in the event of negative performance and/or information, or following significant events, including: unethical behaviour; serious environmental or occupational safety incidents; serious nonconformities detected during audits or field inspections; failure to maintain the necessary documentation for the purposes of legal obligations in the field of occupational safety; documented irregular position towards legal obligations.

The audits carried out revealed an increasing attention to ESG aspects by the suppliers of the Sesa Group. As a result of the analysis conducted, the system is rated as "Favourable" with adequate risk management and a good control environment level.

CUSTOMER RELATIONS

The change in the competitive environment, which IT companies must face in order to support the digital transformation and the consequent changes in customer behaviours and expectations, is of increasing strategic importance. The creation of sustainable value by the Sesa Group finds its first and immediate expression in the pursuit of maximum customer/user satisfaction, also formalised in the policy of quality management systems. It remains a primary objective of the Group to constantly improve quality standards, through periodic monitoring the quality of the service provided combined with appropriate and timely communication of information regarding any changes and variations in service provision. Sesa encourages interaction with customers through the management and rapid resolution of any claims through appropriate communication systems, preferring dialogue based on the utmost professionalism and respect for its key values.

Sesa's achievement of ISO 9001 certification and the confirmation of this certification for the other main Group companies has allowed the adoption of a management system focusing on customer satisfaction, through dedicated surveys. As of April 30, 2024, there were no significant customer complaints.

CONFLICT MINERALS

The Sesa Group, aware of the human, social and political consequences of the trade and sourcing of minerals from conflict zones, supports the fight against violence, the violation of human rights and environmental degradation in the mining and marketing of certain minerals from the geographical area identified as the Conflict Region.

Sesa undertakes to apply and promote ethics, respect for human rights and social practices in a transparent and responsible manner, basing its transactions on that defined by the United Nations Guiding Principles with regard to Business and Human Rights (OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas).

In accordance with the "Conflict Minerals" Policy (approved by the Board of Directors on December 19, 2022) and the Code of Ethics regarding the principles of social responsibility, human rights and discrimination, the Sesa Group undertakes to: (i) not to knowingly purchase and use metals from mines in the "Conflict Region" or in any case not certified as "Conflict Free"; (ii) to require its suppliers to undertake an appropriate assessment process with their supply chains6.

  1. As of April 30, 2024, the number of verified suppliers is equal to 90% of the total turnover. The major Vendors publish their conflict minerals and sustainable sourcing policies on their websites

For information and further details on the "Conflict Minerals" Policy, please see the "Sustainability" section of the website: https://sostenibilita.sesa.it/environmental/minerali-di-conflitto/.

Summary of supply chain verification activities as of April 30, 2024

% strategic suppliers subject to verification 70%
% strategic suppliers at high sustainability risk subject to verification 90%

% total suppliers subject to verification 75%

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

Strategy and risk management

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

2.1. Group Strategy and Sustainable Development Goals (SDGs)

SUSTAINABILITY AS A VALUE AND STRATEGIC DRIVER

Sustainability is a value for Sesa as well as a strategic driver. A value because, based on the principles of corporate social responsibility, the company intends to contribute to environmental protection and social progress. But also a strategic choice, because innovating business models, improving efficiency in the use of resources and reducing environmental impacts, is crucial to economic competitiveness and productivity.

Sesa has progressively focused its energies and commitment to improve its sustainability profile. Thanks to a process of continuous and proactive involvement of management, employees, the sustainability team and also analysts and institutional stakeholders, Sesa has explored ESG issues and identified the priorities for the years to come.

In order to make them an important strategic and operational lever, Sesa has decided to link part of the management's variable remuneration to their achievement. Sesa, in line with the amendments to the Articles of Association of 27 January 2021, aimed at orienting the Directors' commitment to pursuing sustainable success, has embarked on a process of enhancing and focusing on sustainability issues, with the aim of including the key ESG drivers in the variable components of the monetary remuneration of top management, with an incidence of non-financial parameters of around 50%.

Consistent with this path of generating shared value, Sesa renewed its participation in the United Nations Global Compact, as a Participant, confirming its formal and substantial commitment to promoting a healthy, inclusive, and sustainable global economy, respectful of human and labour rights, capable of safeguarding the environment and being actively involved in the integrity of business, in all its aspects.

2.1.1. Sustainable development goals

Sustainability is an essential reference value in Sesa's strategy. For this reason, in this Integrated Annual Report, the Group's activities are reported with reference also to the sustainability goals set out in the UN "2030 Agenda". This section describes the Group's key issues. Furthermore, in determining its sustainability strategy, Sesa considers the targets identified with respect to the achievement of the 17 SDGs (Sustainable Development Goals) of the UN 2030 Agenda, to define the company's strategic priorities, on which to develop policies and actions to create value.

THE UNITED NATIONS 2030 AGENDA

In 2015, the United Nations approved the Global Agenda for Sustainable Development, containing 17 goals (Sustainable Development Goals - SDGs) to be achieved by 2030. Aware of its social role, Sesa has embarked on a path to orient the organisation and its business activities in the direction defined by the 17 SDGs. In support of its adhesion to the UN Global Compact, a specific study was prepared on the interrelation between material aspects and Sustainable Development Goals (SDGs).

The Group's sustainable strategy mainly targets the following seven SDGs.

ACHIEVING GENDER EQUALITY AND EMPOWERING ALL WOMEN AND GIRLS

This is the Goal of social efficiency through equal opportunities, women's empowerment, inclusiveness, and equity for social and economic development. What Sesa intends to do: strengthen its Group procedures and structures to contribute to an organisational climate in which women and men have equal opportunities to be successful and can contribute equally to the economic and social growth of Sesa. The main goals are to prevent any form of gender-based violence, to close the gender gap in the labour market, to achieve full equality in participation in the different sectors of activity, to address and mitigate the pay gap where it exists, to close the gap and achieve gender balance in decision-making.

PROMOTE INCLUSIVE AND SUSTAINABLE INDUSTRIALISATION AND SUPPORT INNOVATION

This is the Goal related to investments in sustainable infrastructure and technological innovation, aimed at fostering economic growth, creating sustainable jobs, and promoting the well-being of human resources. Goal 9 is aimed at building a resilient infrastructure, promoting inclusive development and supporting innovation by deploying resources effectively and efficiently and at promoting environmentally sustainable technologies and production processes. What Sesa intends to do: develop quality, reliable, sustainable and resilient infrastructure to support economic development and the well-being of individuals; promote inclusive and sustainable economic development by sustainably increasing employment.

STIMULATE LASTING, INCLUSIVE AND SUSTAINABLE ECONOMIC GROWTH, FULL AND PRODUCTIVE EMPLOYMENT AND DECENT WORK FOR ALL

This is the Goal that sums up the meaning of sustainable business. Economic productivity through innovation, inclusion, and diversity management. Human and labour rights, decent, safe and secure working environments, social and professional growth. What Sesa intends to do: support economic growth by creating jobs with fair remuneration that allow the employees of the Sesa Group to live in a satisfactory way and in compliance with work-life balance criteria. Improve the well-being of people, businesses and organisations through technological innovation and digital transformation. Promote developmentoriented policies that support productive activities. Protect the right to work and promote a healthy working environment with maximum security for all employees.

REDUCE INEQUALITIES WITHIN AND BETWEEN COUNTRIES

This is the goal focused on reducing inequalities within and between states. By 2030, equal opportunities must be ensured by eliminating discriminatory laws, policies, and practices. What Sesa intends to do: Strengthen and promote the social and economic inclusion of all, regardless of age, gender, disability, race, ethnicity, origin, religion, economic or other status. Ensure equal opportunities and reduce inequalities in outcomes, also by removing discriminatory policies and practices of any kind. .

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024 6. Separate financial

statements as of April 30, 2024

TAKE URGENT MEASURES TO COMBAT CLIMATE CHANGE AND ITS CONSEQUENCES

This is the Goal of combating climate change, the primary global emergency. Monitoring, mitigation and adaptation for resilient value chains. What Sesa intends to do: incorporate climate change measures into policies, strategies and planning. Make stakeholders aware of climate change issues. Promote technologies to increase the effective planning and management capacity for climate change and environmental management, promoting the saving of natural resources and the use of green energy sources.

STRENGTHEN THE MEANS OF IMPLEMENTATION AND RENEW THE GLOBAL PARTNERSHIP FOR SUSTAINABLE DEVELOPMENT

This is the Goal of sharing efforts towards sustainability through partnerships and investments aimed at creating shared value. What Sesa intends to do: define and strengthen partnerships and alliances for sustainable development with companies, trade associations, universities, and organisations, including non-profit organisations.

PROMOTE PEACEFUL AND MORE INCLUSIVE SOCIETIES FOR SUSTAINABLE DEVELOPMENT; PROVIDE ACCESS TO JUSTICE FOR ALL AND CREATE EFFECTIVE, ACCOUNTABLE, AND INCLUSIVE BODIES AT ALL LEVELS

This is the Goal of business integrity and sustainable governance. Promoting and respecting laws, standards and governance principles, both external and internal, and adopting virtuous practices in internal relations and with all stakeholders, business or non-business. What Sesa intends to do: support initiatives aimed at combating abuse and exploitation, guarantee public access to information, in compliance with national legislation and international agreements, promote and enforce non-discriminatory laws.

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2.2.Stakeholder engagement and materiality matrix

The Sesa Group has conducted a "Materiality Analysis" process in order to identify the non-financial issues that are most relevant both from the point of view of the Group's internal and external stakeholders; to this end, a process has been launched to identify the most important issues on which to focus attention, in line with the GRI Sustainability Reporting Standards (GRI Standards). This activity made it possible to define the Materiality Matrix, which identifies the relevant issues understood as those aspects that can generate significant economic, social, and environmental impacts on the Group's activities and that, by influencing stakeholders' expectations, decisions, and actions, are perceived as relevant by them.

Attention to human resources is a core value of the Sesa Group

  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

2.2.1. Creating value by involving Stakeholders

In Sesa, the systematic involvement of key stakeholders on material issues (i.e., the relevant elements for both the organisation and the stakeholders themselves) represents the main lever for monitoring and managing the quality of relations and is fundamental in the formulation of the Group's organisational policies and strategies. It is also crucial to fully understand emerging trends (critical issues and opportunities) in the context in which the organisation exists and operates, and to identify the issues in which to invest as a priority, in response to the expectations of key stakeholders. In particular, the quality of relationships (so-called relational capital) established with the various stakeholders and the experience (past and present) observed by them, influences the alignment between promises (value proposition), expectations, actions and perceptions.

The Group believes that the creation of value must be long- term, to the benefit of all stakeholders, including human resources, the communities in which the Group operates, customers and the environment (key elements for the "creation of shared value").

To this end, the Group considers as stakeholders all those who have an interest - implicit or explicit - in that they are influenced by its activities. Below we have identified the main categories of stakeholders, internal and external to the Group, considering their degree of proximity, representativeness and authority.

Stakeholder Overview

People Customers Community
Collaborators
Family units
Community
Business Partners
Businesses
Organisations
Institutes
Media
Local Communities
Non-profit organisations
Financial Community Contractual Partners Environment

.

The identification of stakeholders with respect to non-financial issues is an activity that was carried out by Group management, as part of the more general process of sustainability undertaken by the Sesa Group. In the table below, there is a list of the stakeholders identified and the main listening and discussion channels set up by the Group. In the sustainability process undertaken, the activities of involvement and comparison with stakeholders developed in this fourth year of reporting have not led to the identification of particular critical issues.

Stakeholder

Method of dialogue
Group welfare programmes
Personnel HR support and communication platforms
Work-life balance programmes
Engagement initiatives on issues of ethics and organisational culture
Skills development and career development programmes
Organisational climate enhancement and improvement
Regular and transparent financial reporting
Investor relations platform
Best practices in drawing up and publishing reports
Financial Community Shareholders' Meetings
Regular meetings with analysts and investors
Dedicated bilingual section on the website
Contractual Partners Roadshows with sales networks and operators
National and local meetings and conventions
Workshop
Dedicated communication channels (web, mailing, social)
Qualification and assessment process
Monitoring of the level of satisfaction
Communication channels dedicated to customers (web, mailing)
Customers Social network
Newsletter
Participation in multi-stakeholder tables
Meetings with representatives of institutions and associations
Community Corporate contact points dedicated to media and institutional relations
(Head of institutional relations)
Organisation of events
Partnerships with local authorities for the organisation of sports and philanthropic events
Meetings with Human Resources
Dedicated communication channels (web, mailing)
Workshop
Environment Engagement initiatives on environmental
Issues Meetings with stakeholders
Sustainability
Team ESG Rating Agencies
  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

2.2.2. Material issues connected to the business activities

The Materiality Analysis guides Sesa in choosing the issues to be reported in order to give full and clear representation of the relevance of the economic, environmental and social impacts of the Group's activities.

Sesa carried out its first materiality analysis in 2018, aimed at identifying non-financial issues of importance to the organisation, through an articulated process that had envisaged a phase dedicated to the mapping of stakeholders, i.e., the identification of those who influence and are influenced by the organisation, taking into consideration the reference sector, the practices in place among peers and competitors, the business model and the Group's characteristics, and another phase dedicated to identifying economic, environmental and social sustainability issues of importance to the Group's business and its stakeholders.

Subsequently, in 2019, 2020 and 2021, the Group carried out an update of the materiality analysis, supplementing the list of material issues. In 2022, the list of potentially significant issues was reviewed by members of the Sustainability Committee, and the stakeholder listening and engagement process was expanded to include the following categories: Employees, Financial Advisors, Customers, Community. For the 2023 and 2024 materiality analysis, the Group adopted a new methodological approach, which takes into account the principles and guidelines following the update of the GRI Universal Standards 2021, specifically introducing the concept of impact materiality.

The identification of material issues for the company is linked, according to the Standard's requirements, to the identification of the current and potential significant impacts it generates or is likely to generate on the economy, the environment and people, including impacts on human rights, through all of the organisation's activities and business relationships. These impacts can be negative or positive, effective or only potential, short-term or long-term, intentional or unintentional, reversible or irreversible.

The new materiality analysis process is structured into four steps:

Understanding the sphere in which the Group operates: analysis of Sesa's operating sector, taking into consideration different categories of sources, both internal and external to the company;

Identification of Sesa's effective and potential impacts: effective impacts are impacts that have occurred over time, while potential impacts could occur in the future;

Assessment of the significance and materiality of impacts: all impacts were assessed on the basis of the degree of significance developed in line with the criteria specified by the Standard (i.e., according to their severity and likelihood of occurrence);

Prioritisation of the most significant impacts: the most significant impacts for Sesa were prioritised, and those considered most important guided the identification of the material issues included in this Integrated Annual Report.

In the process of the materiality analysis, Sesa considered the themes referred to in Legislative Decree 254/2016 and followed the new provisions of the reporting framework used (GRI Standards 2021).

In addition, the members of the Board of Directors, Sesa's Sustainability Committee, the Independent Directors and Statutory Auditors, together with other Group stakeholders, actively participate in the materiality analysis process, which is functional to the identification and management of the organisation's impacts on the economy, environment and people, including human rights. Specifically, the Board of Directors is involved in the materiality assessment and approves the analysis conducted and the results obtained on an annual basis.

The Group also conducted a materiality analysis with reference to the entire value chain, considering potential breaches of human rights with regard to negative impacts, and assessing the contribution to sustainable development with regard to positive impacts. The assessment of each positive impact considered the Group's direct and indirect contribution; for the assessment of potential negative Impacts,

all policies, procedures and activities implemented by the company to prevent and mitigate the identified negative impact were considered. The prioritisation activity has enabled the Company to determine the material issues for reporting.

At methodological level, the major impacts, both negative and positive, identified were prioritised and evaluated according to their degree of severity and probability of occurrence, respectively. The significance of an effective negative impact is determined by its severity while, the significance of a potential negative impact is determined by the severity and likelihood of the impact.

The severity of a negative impact in particular was assessed in consideration of three aspects:

Scale: how severe the impact is and the external context in which the impact occurs, including geography;

Scope: how widespread it is and can be measured in terms of impact on the value chain;

Irremediable character: how difficult it is to remedy the harm generated by the impact.

Irremediable character was considered only for the assessment of negative impacts as outlined by the GRI Standards 2021.

Below is the list of issues found to be material following the identification and aggregation of material impacts, associating the relevant GRI disclosures with each material issue.

The materiality analysis confirmed the issues considered priorities already reported in the matrix published for the financial year ended April 30, 2022.

Material issues

Scope of Legislative Decree 254/2016 Material issue KPI
Environmental Energy consumption Yearly consumption in GJ and kWh
Emissions Annual CO2
Water consumption Yearly consumption in litres
Waste management and circular economy Details by type and weight (Kg)
Social Responsible supply chain % suppliers assessed on ESG issues
Transparent customer relations Number of complaints
Creating value for the community Economic value generated and
Creating value for the community
distributed to stakeholders
Environmental sustainability of communities Specific communications/initiatives
Personnel Management and
Human Rights
Corporate welfare and employment HR, growth rerate, recruitment
Skills development and HR training Number and type of training hours
Diversity and equal opportunities Gender representation and diversity
Staff health and safety Number and type of accidents
Protection of human rights No. sanctions and whistleblowing reports
Fight against active and passive corruption Anti-corruption
Ethics and compliance Number of sanctions and whistleblowing reports,
number of sessions/hours specific training
Data and privacy protection

RELEVANCE FOR THE COMPANY MEDIUM HIGH HIGH

In particular, for the financial year 2024, the following results should be noted:

  • among the most important topics for both stakeholders and the company are "Corporate Welfare and Employment" and "Staff Health and Safety", consistent with the sector in which Sesa operates and the importance of know-how and human capital for the business;
  • "Ethics & Compliance" and "Data and Privacy Protection" are among the most important issues for Sesa, particularly because of the activity carried out and the importance that these issues have for its long-term success;
  • issues related to "Energy consumption", "Waste management and circular economy" and "Diversity and equal opportunities" are important for stakeholders and reflect the growing awareness of these issues at global level.

ANALYSIS AND MANAGEMENT OF IMPACTS

During 2024, Sesa, being fully aware of the need to monitor the impacts of activities and consumption on society and the environment, has adopted Corporate Policies, aimed at implementing the soundness and sustainability of its business model, promoting transparency, social innovation, development, safety and environmental protection. Policies are periodically updated and every year an analysis is conducted to ensure consistency with the main impacts of Sesa's business.

The long-term corporate goal, in accordance with the requirements of the Paris Agreement, is to strengthen the response to the threat posed by climate change, taking into account the principle of common but differentiated responsibilities.

Below is a summary of the main initiatives promoted by Sesa to implement the sustainability path and so counteract negative impacts on the environment and society:

  • identification and minimisation of the main environmental impacts related to production activities: ISO 14001 certification has enabled Sesa to specialise in principles, systems and techniques to support environmental management systems. The Group has identified the main practices to be adopted to protect the environment, preventing pollution, reducing the amount of waste and the consumption of energy and materials, and using energy produced from renewable sources;
  • adopting a systematic approach to greenhouse gas reporting and monitoring: Sesa measures and monitors GHG emissions in order to implement Carbon Management policies and properly communicate its commitment to environmental sustainability to stakeholders;
  • fight against corruption: Sesa's Management System for the Prevention of Corruption contributes to the development of an ethical culture in businesses by operating according to principles of transparency, in accordance with the current regulatory framework. The company promotes a model of organisation and development based on the culture of legality and promotes constant actions to improve business processes;
  • social commitment: constant monitoring and management of activities and processes that have impacts on human rights, development, training, occupational health and safety, non discrimination. The adoption of a Social

Accountability Management System, in accordance with SAGestione per la Responsabilità Sociale, in conformità con lo Standard SA 8000, has enabled Sesa to transpose the contents of the ILO (International Labor Organization) Conventions, on the Universal Declaration of Human Rights and the United Nations Convention on the Rights of the Child;

  • protection of the working environment: The Occupational Health and Safety Management System has enabled Sesa to make workplaces safer and more accessible and to prevent work-related illnesses and injuries with a view to continuous improvement;
  • hybrid working: the implementation of Hybrid work in the company has resulted in a significant reduction in the daily travel of employees and has recorded important positive reflections, in terms of environmental sustainability, on climate pollution, through a significant decrease in environmental emissions. Urban environmental sustainability does not exhaust the scope of potential benefits of smart working, which has also shown undoubted positive reflections on the quality of work, optimisation of the work-life balance and the ability to attract young talent.

Sesa's focus on environmental and social issues is constantly evolving and involves the active involvement of the entire corporate population. For this reason, the company constantly monitors the social and environmental impacts of its activities, seeking to minimise the negative effects and implement the positive ones on people, human rights, the environment and society.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

2.2.3. Evolution of the sustainability profile

In the financial year ended April 30, 2021, Sesa established an Operational Corporate Sustainability Committee reporting to the Chief Executive Officer and consisting of the heads of the main corporate functions of Sesa with the identification of a dedicated Sustainability Officer. The Committee, which meets periodically during the year, takes care of sustainability aspects by monitoring actions and programmes for the reduction of environmental and social impacts related to the Group's activities.

Among the main actions carried out by the Operational Committee, the following can be identified:

  • monitoring and implementation of the environmental management system from a risk assessment and management perspective, identifying the main KPIs relevant to the stakeholders;
  • amendment to the Articles of Association by incorporating the target of sustainable success among the tasks of the directors (resolution of the Extraordinary General Meeting of January 2021);
  • monitoring governance and transparency in supply chain management;
  • communication to ESG rating companies;
  • communication and initial ESG-related training activities within the organisation;
  • implementation of the sustainability report, improving content and focus.

The Operational Committee also measured the environmental and social impact and initiated a programme of actions to be carried out in the short, medium, and long term to further improve the sustainability profile of the Sesa Group, identifying a virtuous path for the benefit of all stakeholders.

Among the main objectives of the sustainability programme, the following can be identified:

  • use of 100% renewable, low-impact energy (already achieved in the financial year ended April 30, 2022);
  • increased energy production from renewable sources;
  • extension of ISO 14001 certification to major Group companies;
  • inclusion of sustainability programmes in the training of key personnel and the majority of employees;
  • establishment of the Internal Sustainability Committee (formalised at the July 2022 Board of Directors meeting);
  • strengthening gender inclusion and diversity management programmes at the human resources level (including the appointment of the Diversity Manager);
  • strengthening of Group-wide programmes to reduce the consumption of natural resources, including a sustainable mobility programme;
  • strengthening ESG monitoring programmes of the supply chain.

It should be noted that the main objectives were achieved during 2024 and that the decision was taken to prepare for the first time in 2022 an Integrated Annual Report incorporating the analysis of ESG performance with financial performance, demonstrating the increased sensitivity of stakeholders to this performance.

To this end, training and implementation of the financial control structure with tools and reporting methodologies with ESG logic was also initiated.

Within the dedicated section (Chapter 3, Section 5 'ESG indices, objectives, and targets') we find exhaustive details of the ESG targets achieved during the financial year 2024.

2.3. The creation of long-term sustainable value for all Stakeholders

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

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

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

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

  • the human capital, by enabling people to constantly improve their skills and understanding within the Group's strategy;
  • the social and environmental capital, by monitoring

and minimising the impact of its activities on environmental resources and on the communities in which the Group operates;

  • the relational capital, by sharing behavioural and relational values with partners, suppliers and stakeholders;
  • • the organisational and financial capital, by enhancing the development of its services through research and innovation processes along the entire chain.

Sesa's business model is based on this strategic orientation, which aims at the creation and distribution of sustainable value in the short, medium and long term in all areas related to the International Framework and in response to the global challenges defined by the 17 UN Sustainable Development Goals to which the company concretely contributes. The SDGs identified by the Group have been traced back to the material issues for Sesa and the innovative and socio-environmental projects implemented by the Group.

2.3.1. Value distributed to Stakeholders

The Sesa Group pursues the sustainable generation of value for its stakeholders, with whom it intends to develop long-term transparent relationships.

The financial year ended April 30, 2024 highlighted a further improvement in ESG, with a distributed net economic value of Euro 390.3 million (85.2% of the total), up 26.2% on the previous year. The net economic value retained to support investments and future growth increased from Euro 74.7 million at April 30, 2023 to Euro 67.6 million at April 30, 2024.

Value distributed to Stakeholders

(Euro thousands) 04/30/2024 04/30/2023 04/30/2022
Net added value 457,826 383,913 314,898
Net economic value distributed 390,263 309,191 250,225
Net economic value retained 67,563 74,722 64,674
  1. Consolidated financial statements as of April 30, 2024

  2. The Sesa Group 2. Strategia e risk

  1. Separate financial statements as of April 30, 2024

Our capital pillars

Financial capital

The economic resources necessary to realise the implementation of investments needed for the sustainable growth of the Group.

management

Human capital

The abilities, expertise and experience of the human resources that belong to the Group, the tool to reach the strategic goals

Infrastructure capital

  1. Performance as of April 30, 2024

The capillary network throughout the national territory and the strong presence abroad.

  1. Non-financial statement

Relational capital

The Stakeholders' trust in the Group.

Intellectual capital

The information systems, internal processes and procedures, the practices developed and consolidated over time, the approach to innovation.

Share capital

The relationship with the communities throughout the territory in which the Group operates.

Vision as of 2030

  • Focus ESG Stategy
  • Human organisation development
  • Aggregation of digital skills
  • Implementation of sustainable economic models
  • Reference player in the digital industry
  • Sustainable growth for all stakeholders

Revenues and values

  • Revenues 3.2 billion as of April 30, 2024
  • Distributed economic value 390 million
  • Over 10 countries
  • Over 150 locations and offices

• Distribution of value to stakeholders

54

• Sustainable development

WE CREATE VALUE FOR ALL STAKEHOLDERS

• Development of people

  • Well-being of human resources
  • Enhancement of diversity
  • Inclusion

WE PROMOTE THE WELLBEING OF PEOPLE

  • Value increase of assets
  • Quality of services
  • Consolidation of relationship with stakeholders

WE SUPPORT RESPONSIBLE CHANGE

  • Efficiency of processes
  • Innovative partnership
  • Mitigation of climate change
  • Digital Green SBU

WE BUILD A DIGITAL AND SUSTAINABLE FUTURE

The following statement of income generated represents a reclassification of the consolidated income statement which represents the wealth produced and distributed by the Group to stakeholders in the year ended April 30, 2024. In particular, this reclassification indicates the "quantitative capacity of the organisation to create value for its stakeholders". The net added value of the Sesa Group as of April 30, 2024 was Euro 457.8 million (+19.3% Y/Y), distributed as follows:

  • employees' remuneration amounted to Euro 298.7 million (+25.3% Y/Y), as a result of the increase in the organisation, due to company acquisitions and the Group's plan to bring in new resources;
  • remuneration of the public administration amounted to Euro 40.0 million (+1.8% compared to the previous year) and related mainly to current taxes, which increased slightly due to the growth in profitability;
    • the remuneration of shareholders, through the distribution of dividends for the financial year ending April 30, 2024, is defined in the amount of approximately Euro 15.5 million (Euro 1 per share).
  • With regard to the distribution percentage of Net Added Value, it is noted that Human Resources is the Stakeholder that continues to benefit most from the wealth creation achieved by the Group, accounting for 65.2% of the total (compared to 62.1% of the previous year).
(Euro thousands) 30/04/2024 % 30/04/2023 % Change 24/23
Net revenue 3,164,477 98.5% 2,867,700 98.6% 10.3%
Other Income 45,940 1.4% 39,939 1.4% 15.0%
Profit of companies valued at equity 948 0.0% 1,572 0.1% -39.7%
Economic value generated 3,211,365 100.0% 2,909,211 100.0% 10.4%
Reclassified operating costs (purchases, services, etc.) (2,671,006) -83.2% (2,458,521) -84.5% 8.6%
Amortisation, depreciation, write-downs and other non-mone
tary costs
(82,533) -2.6% (66,777) -2.3% 23.6%
Net added value 457,826 14.3% 383,913 13.2% 19.3%
Remuneration of human resources 298,659 65.2% 238,426 62.1% 25.3%
Remuneration of lenders* 36,093 7.9% 15,958 4.2% 126.2%
Remuneration of shareholders** 15,495 3.4% 15,495 4.0% 0.0%
Remuneration of Public Administration 40,016 8.7% 39,312 10.2% 1.8%
Distributed net economic value 390,263 85.2% 309,191 80.5% 26.2%
Self-financing 67,563 14.8% 74,722 19.5% -9.6%
Retained economic value 67,563 14.8% 74,722 19.5% -9.6%

Economic value generated and distributed

(*) Equal to the balance of net financial income and expenses

(**) Determined on the basis of the proposal of the Board of Directors of July 18, 2024 (figure as of April 30, 2024) and submitted for approval by the Shareholders' Meeting of August 28, 2024 (August 29, 2024, on second call)

The retained economic value amounted to Euro 67.6 million, compared to Euro 74.7 million as of April 30, 2023, supporting the Group's investments for long-term growth.

  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

Below, a graphical breakdown of the Sesa Group's 2024 Added Value of approximately Euro 457.8 million, of which Euro 67.6 million is retained economic value (self-financing) and Euro 390.3 million is distributed economic value.

2.4. Responsibile business management: ethics, compliance and risk and opportunity management

2.4.1. System of Internal Controls and Risk Management

The development of the Sesa Group has made it necessary to progressively strengthen and further integrate the components of the internal control system. The risk governance model was developed in line with the best practice and in compliance with the Corporate Governance Code and the Group's Model 231.

It is structured on three levels, identifies distinct roles and responsibilities for the various organisational structures and provides for an adequate exchange of information flows to ensure its effectiveness. In order to cope with the risks to which it is exposed, the Group has equipped itself with suitable corporate governance devices and adequate management and

control mechanisms. Specifically, the Company's System of Internal Audits and Risk Management ("IARMS") consists of the set of rules, procedures and organisational structures aimed at an effective and efficient identification, measurement, management, and monitoring of the main corporate risks in order to contribute to the Company's sustainable success. The Enterprise Risk Management processes, integrated into business processes, are continuously improved to innovate and disseminate an effective organisational culture of management and mitigation.

Specifically, the organisational structure aimed at managing corporate risks is structured as follows:

  • the Control and Risks Committee: which has the task of supporting the assessments and decisions of the Board of Directors relating to the internal audit and risk management system;
  • the Board of Directors which, as a collegiate body, performs a role of guidance and assessment of the adequacy of the IARMS; in particular, in relation to the non-financial issues covered by this Integrated Annual Report, it should be noted that the Board has the primary task of defining the guidelines of the IARMS, in line with the strategic objectives and risk profile of the same, with a view to medium/long-term sustainability;
  • the Compliance Officer, as level two supervisory body, carries out regularchecks on the companies' compliance with regulations, verifying in accordance with industry best practices, the compliance of the activities carried out with the provisions of the law, the provisions of the Supervisory Authorities, the self-governance rules and the contractual commitments undertaken with customers;
  • Internal Audit: which systematically verifies the effectiveness and efficiency of the Internal Audit and Risk Management System (level three supervisory body) as a whole, reporting the results of its activities to company management and liaising with the company's other supervisory bodies;
  • The Management Control Committee: hich, by virtue of its control activities on the adequacy of the organisational, administrative and accounting structure adopted by the company, monitors the effectiveness of the IARMS as the "apex" of the company's supervisory system;
  • the Supervisory Body pursuant to Legislative Decree 231\2001: which checks the adequacy of the 231 Model, paying particular attention to its effectiveness in preventing unlawful conduct and carries out constant supervision of the application of and compliance with Model 231.

Risk governance model

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

2.4.2. Risk Management and Mitigation Matrix

The Sesa Group adopts specific procedures to manage risk factors that may affect its economic, asset and financial situation. These procedures are the result of a company management guided by the values of the Group's Code of Ethics (integrity, fairness and transparency, professionalism, sustainability and business continuity, attention to people and stakeholders) focused on pursuing sustainable growth objectives for stakeholders.

MAIN RISKS AND UNCERTAINTIES:

• EXTERNAL RISKS

Risks associated with the macroeconomic environment and the IT market: unfavourable trends in the economy and the IT sector are possible. An unfavourable economic development at national or international level could negatively influence the growth in demand for IT with consequent repercussions on the Group's activity and on its economic, equity and financial situation. The IT market is also characterised by a high degree of competition where, in addition to national operators, the Group faces multinational competitors.

To face these risks, the Group pursues a strategy of expanding its value-added offer through the provision of competitive, efficient, and innovative services. Finally, the IT market is subject to a high level of technological evolution with a constant transformation of professionalism and the skills required. Operating with a competitive advantage in the IT market requires continuous development of skills, product offerings and the strategic management of relationships with international vendors. The Group carries out a continuous and important analysis of market trends and opportunities in order to anticipate future evolutions of its customers' needs through the development of internal skills, the aggregation of external specialisations and investments in research and development activities.

Risks related to dependence on suppliers: The Group could be exposed to risks arising from concentration on a relatively small number of suppliers; loss of contracts could lead to a decline in revenues and profitability. Moreover, it should be noted that as of April 30, 2024, the Group has more than 100 strategic partnerships with international vendors with single vendor dependency levels of less than 10% and increasing business diversification.

Risks related to cyber-attacks (Cyber Risks) and personal data protection: rapid technological evolution and the increasing frequency and incisiveness of cyberattacks could expose the Sesa Group to the risk of cyberattacks even with the use of innovative techniques. The Group has been progressively strengthening its cyber security measures and technical expertise in this area for years. To this end, Sesa invests significantly in its cyber risk management model with a view to business continuity, with the adoption of the best technologies and methodologies for identifying and protecting the Group, with the implementation of procedures, staff training, careful risk assessment and periodic review activities, also in relation to third parties.

Risks related to the integration of corporate acquisition transactions: The Group plans to continue pursuing bolton industrial acquisition transactions and investments to improve and add new skills and offer services and solutions, enabling market expansion. Every investment made within the scope of strategic acquisitions may result in increased complexity in the Group's operations and may have an impact on expected profitability. To cope with these risks, the Group has set up a Corporate Integration Team that takes care of all phases of the inclusion of new companies within the Group, providing progressive waves of Corporate integration (HR, IT, L&C, Administration and Finance) and guiding the Business Combination of the target companies within the Group's SBUs.

Risks related to the evolution of the market for technological innovation and IT and digital services: The Group operates in sectors characterised by sudden and profound technological changes and constant development of professionalism and expertise. Therefore, the future development of the Group's business will also depend on its ability to stay ahead of technological developments and innovate the content of its services, also making significant investments in research and development activities, or by carrying out effective and efficient extraordinary transactions.

Risks related to competition: The Group operates in sectors exposed to a high degree of competition, both in Italy and in all the other markets in which it is active. Consequently, the Group finds itself operating in highly competitive environments and facing, in the various geographical markets, both local operators with strong local roots and multinational organisations. Some competitors may be capable of expanding their market share to the Group's detriment. To cope with such risks, the Group offers innovative IT services and distinctive digital solutions, investing in human capital, the Group's main asset.

Risks related to changes in customer requirements:

the success of the Sesa Group's activities also depends on its ability to address, interpret and meet the digital transformation requirements of its customers. The Group's solutions are subject to rapid technological changes which, together with the growing or changing needs of customers and their need for digitisation, could result in demands for the development of increasingly complex activities that could require significant efforts with an impact on profitability. By proposing a distinctive offering and developing innovative and competitive services compared to those of its main competitors, the Group's market shares continue to grow, with a significantly positive impact on its economic, financial and asset situation.

Risks related to changes in the regulatory framework:

The Group is exposed to the risk of violations of the laws, rules and regulations that govern its activities (including regulations on the protection of health and safety in the workplace, the environment and the protection of intellectual property rights, the regulations on the protection of privacy, the administrative liability of organisations pursuant to Legislative Decree 231/01, and liability pursuant to Law 262/05), including tax regulations. Appropriate procedures have been drafted to mitigate the above and specific control activities have been implemented.

• INTERNAL RISKS

Risks related to dependence on key personnel: iSesa's future development depends significantly on some key management figures. The possible loss of these figures, should it not be possible to replace them adequately and promptly with persons of equal experience and expertise, could lead to a reduction in the Group's competitive ability. The inability to attract and retain new and qualified resources could also negatively impact the Group's economic and financial prospects and results. The Group addresses this risk by implementing loyalty plans and long-term incentive plans, also resorting to medium-term equity-based remuneration plans. The management believes that Sesa SpA and the Group have an operational structure capable of ensuring continuity in the management of corporate affairs.

Risks associated with the non-fulfilment of contractual and compliance commitments: The Group offers IT solutions and services with a high technological content and enters into contracts that may impose penalties for non-compliance with the agreed time, performance (SLA) and quality standards. These penalties could adversely affect the Group's economic and financial situation. To mitigate this risk, the Group has adopted procedures for managing and monitoring the services provided and has taken out appropriate insurance policies. In relation to compliance risks, the Group has adopted policies and procedures, including the adoption of Model 231/2001, for the parent company and its main subsidiaries, aimed at minimising compliance risks (particularly tax and legal risks).

Reporting risk: it is related to the reliability of periodic financial reporting. It represents the possibility that an individual area of the financial statements or a set of transactions may contain material errors, regardless of the internal controls established by the company. To deal with this risk, the Company has identified and formalised, in a special database, the internal controls functional to the prevention of reporting risk. The database is kept constantly updated and controls are tested for effectiveness on a six-monthly basis and on a sample basis.

  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

• MARKET AND FINANCIAL RISKS

Credit risk: potential losses that may arise from customers' failure to meet their obligations. This risk is constantly monitored and mitigated through the use of information, customer assessment procedures and credit risk hedging instruments (insurance and non-recourse factoring transactions). The Group also allocates and periodically monitors a specific provision for bad debts.

Liquidity risk: the core business of the Sesa group companies generates a working capital requirement and consequent financial exposure. The liquidity risk is covered through the periodic planning of cash requirements and the relative financing through loans and credit lines mainly centralised at the three main operating and holding companies of the Group, namely Computer Gross SpA, Var Group SpA and Base Digitale Group Srl. The Group closed the consolidated financial statements as at April 30, 2024 with a net financial position (net liquidity) of Euro 211.015 thousand.

Interest rate risk: the Group companies perform a commercial activity characterised by the seasonal nature of working capital requirements. At certain times of the year, the Group companies may be financially exposed to the banking system, due to the need to finance their working capital requirements. These requirements are covered by floating rate loans, the cost of which is subject to changes in interest rates. As of April 30, 2024, the Group had no derivative instruments relating to interest rates. Indeed, in light of the Group's moderate level of indebtedness, the risk management policy does not envisage the use of derivative contracts to hedge the interest rate risk.

Exchange rate risk: lGroup companies do not operate on foreign markets to any significant extent and essentially use the Euro as the currency for managing commercial and financial transactions. There are also transactions for the purchase of IT products in foreign currencies, mainly with the Computer Gross SpA company and relating exclusively to the US dollar. There are no transactions in derivative instruments in foreign currencies, but only forward currency purchase transactions to hedge exchange rate risks. In relation to the Group's limited foreign exchange operations and the hedging activity of the risk (forward transactions), the Group reported insignificant results in the sensitivity analyses aimed at evaluating a hypothetical appreciation or depreciation of the Euro.

Price risk: The Group held no financial instruments or significant amounts of equities listed on securities markets as of April 30, 2024, with the exception of treasury shares deducted from shareholders' equity and capitalisation policies issued by major financial institutions. With regard to the risk of inventory obsolescence, the Group companies active in the marketing of IT products monitor this management profile through periodic surveys and analyses in relation to the possible existence of a risk of obsolescence of goods.

• ESG RISKS

Environmental Risk: Environmental issues and related risks should be assessed and mitigation plans defined. The potential and effective risks analysed by the Group included the intensification of extreme climate phenomena, an increase in the cost of certain types of raw materials, the introduction of regulations aimed at curbing climate change, and possible changes in customer purchasing habits. In addition to risks related to climate change, the Group also identifies as environmental risks the failure to comply or incomplete compliance with laws and regulations, which could result in possible criminal sanctions and/ or fines; environmental pollution phenomena related, for example, to uncontrolled emissions, inadequate disposal of waste and wastewater, or spills of hazardous substances into the ground. The Group is committed to preventing and mitigating any environmental risks through various initiatives and projects. The Group has established rules, processes and control activities to prevent and manage any environmental risks originating from its suppliers of processes and raw materials by adopting the Code of Ethics, the Conflict Minerals Policy and the Environmental Policy. The Group also manages risks arising from temporary interruption of operations resulting from external events or natural events through various initiatives, including continuity plans, as well as insurance policies to cover the loss of integrity of company assets and damages resulting from the interruption of business operations.

Personnel-related risk: related to the management of collaborators and persons in a similar position, including the actions implemented to protect health and safety in the workplace, to guarantee gender equality and a proactive dialogue with social.

Risk in the fight against active and passive corruption: related to the possible occurrence of events and/or circumstances linked to the fight against active and passive corruption. The Group undertakes to systematically update its socio-environmental policies and regularly monitors risks. As of April 30, 2024 (as in the previous year), no sanctions have been imposed for environmental, human rights or discriminatory acts.

Presentation of the results of the process for managing risks to top management and corporate bodies

  1. Consolidated financial statements as of April 30, 2024

  2. Non-financial statement

  3. Performance as of April 30, 2024

management

  1. The Sesa Group 2. Strategia e risk

statements as of April 30, 2024

Compliance and risk monitoring

Areas Risks Mitigation actions
External risks Risks associated with the macroeconomic
context and the IT market
Monitoring macroeconomic trends and scenarios
Investments in new technologies and
skills HR selection, training and retention policies
Risks associated with unfair competition Procedures for sharing and accepting the Sesa Code of Ethics
Risks related to dependence
on key personnel
Retention and loyalty plans for key personnel within the Group
Internal Risks
Market and
financial risks
ESG risks
Risks associated with breach of contract
and of compliance
Policies and procedures for managing and monitoring the services provided
Adoption of a Model 231 and a Code of Ethics Insurance cover
Reporting risk Administrative-accounting procedures
Testing the effectiveness of controls
Risk related to Privacy and GDPR Policies and procedures to ensure privacy and security
Credit risk Credit monitoring
Customer assessment procedures
Insurance and non-recourse assignment instruments
Creation of specific cover funds
Liquidity risk Cash flow planning
Cash pooling instruments
Recourse to external financing sources
Interest rate risk Recourse to variable-rate financing
Exchange rate risk Currency forward transactions
Price risk Monitoring price dynamics
Monitoring obsolescence of goods in stock
Environmental risk (consumption, emissions, waste) ESG policies and waste management procedures
Green procurement policies
Monitoring of environmental regulations and ESG ratings ISO 14001
Certified Management System
Appointment Mobility Manager
Risk related to personnel and the working
environment
Worker health and safety policies and procedures
SA 8000 Certified Management System
Risk in the fight against active and passive corruption7 Code of Ethics
Model 231
Approval and verification policies and procedures

2.4.3. Compliance and anti-corruption

MITIGATION MATRIX

The above table shows the risks described above and how they are managed (mitigation instruments). Sesa pays particular attention to the issue of compliance and the fightagainst corruption, developing numerous activities to verify compliance with the regulatory context, both external and internal, aimed at preventing the risks of non- conformity, whose noncompliance could lead to sanctions, economic losses, harmful administrative measures, and reputational consequences. The

  1. As regards relations with the Public Administration, examples of activities at risk are the submission of untruthful declarations to national or local public institutions in order to obtain public grants or the assignment of orders, or the use of public funds for purposes other than those for which they were granted. With regard to relations with the Public Administration, the risk of occurrence of episodes of corruption is also linked to participation in calls for tenders for the allocation of direct or indirect funding for Research and Development activities. These loans are currently not of a significant amount compared to the Group's business volume

fight against corruption is also the subject of the Company's Internal Control System, the main instrument of which is the 231 Organisational Model.

INTERNAL COMPLIANCE

MODEL 231

The Organisation and Management Model in accordance with Legislative Decree 231/2001 regulates the administrative liability of collective entities, i.e. the principle according to which companies can be held liable, and consequently be fined on the basis of their assets, in relation to certain offences committed or attempted, in their interest or to their advantage, by their Directors or employees.

Sesa's Model 231 fits into the broader context of the company's internal control system, constituting one of its characteristic components. The adoption of the Model, besides representing a deterrent to the carrying out of any illegal activities, intends to support a culture oriented towards correctness and transparency in the conduct of business.

The Model represents the connecting tool between the various areas of the Internal Audit and Risk Management System (IARMS) adopted by the main Group companies. The IARMS is defined as the set of rules, procedures and organisational mechanisms put in place by top management to identify, measure, manage and monitor the main corporate risks.

OVERSIGHT COMMITTEE

In implementation of the provisions of Legislative Decree 231/2001 and in compliance with the provisions of the Articles of Association, the Board of Directors has appointed an Oversight Committee ("OC"), entrusted with the task of overseeing the implementation of and compliance with Model 231 and ensuring that it is updated. The OC oversees the operation of and compliance with Model 231 and monitors and evaluates the state of implementation of prevention measures, reporting periodically to the Board of Directors and the Management Control Committee.

In compliance with the principles of Legislative Decree 231/2001, the Group's Model 231 envisages a channel for reporting violations, also in anonymous form (so-called Whistleblowing), with protection of the authors of reports and total confidentiality of their identity.

CODE OF ETHICS

In 2012, Sesa adopted its own Code of Ethics for the first time. To date, this Code has been extended and implemented by all major Group companies. The Group's Code of Ethics describes a set of values and principles of conduct to which the Directors, Management and human resources of Sesa and its subsidiaries, as well as all those who work for it, are inspired by and comply with in the pursuit of the company's objectives. For further details please see the document published on the company website in the Governance section (https://www.sesa. it/governance/modello-231-e-codice-etico/).

CODE OF CONDUCT

The Group has also adopted its own Code of Conduct containing guidelines on legal and professional obligations, customer and other business relations, organisational and administrative provisions as well as on personal conduct.

It is based on the values and principles of professional and personal conduct generally required by our organisation. The

Code of Conduct adopted by the Group defines, together with and in support of the Code of Ethics, the fundamental principles underlying the reputation of the Group and the values that inspire its daily operations, also describing the standard of conduct required of all employees and collaborators of Sesa.

REGULATORY COMPLIANCE

The Group is committed to constantly ensuring maximum compliance with all regulations to which it is subject through the activation and monitoring of specific control measures. The main reference standards and control measures in force are listed below:

financial statements as of April 30, 2024 6. Separate financial statements as of April 30, 2024

  1. Consolidated

  1. Non-financial statement

  2. Performance as of

April 30, 2024

  1. The Sesa Group 2. Strategia e risk management

Compliance and risk monitoring

Scope Reference legislation Integrated control structures
Legislative Decree 81/2008 consolidated Activation of legal safeguards
Occupational safety law on occupational safety Regular information flow from RSPP
Adaptation of existing controls to the European GDPR regulation
Data security Legislative Decree 196/2003 on protection of
personal data (GDPR)
Regular reporting by the DPO
Adoption of a certified management system in compliance with ISO 27001
Law 262\2005 regulation for the Adoption of specific controls on administrative procedures of the statutory and
consolidated financial statements, as well as other communications of a financial nature
Financial reporting protection of savings and financial markets Periodical exchange of information between the corporate bodies and audit
departments and Independent Auditor
Adoption of an SA 8000 Certified Management
Social Responsibility Law 300/1970 Workers' Charter Law
on employment
System SA 8000 Periodic flow of information from the Occupational Health and
Safety Committee to company control bodies and departments
Adoption of Group policies
Adoption of Group Code of Ethics and Model 231
Administrative
Responsibility
Legislative Decree 231/2001 – Criminal
Liability of Legal Entities
Exchange of information between the corporate audit bodies and functions
Adoption of management procedures
Quality Management Standard ISO 9001 System Adoption of an ISO 9001 Certified Management System
Adoption of management procedures
Environmental
Responsibility
ISO 14001 Adoption of an ISO 14001 Certified Environmental Management System

FIGHT AGAINST CORRUPTION

The Group is active in the fight against active (offer) and passive (acceptance) corruption. The issue is managed by an extensive body of internal regulations: the Code of Ethics, Model 231, whistleblowing, internal policies and procedures, careful management of Human Resources. With reference to Whistleblowing, it should be noted that during the year ended April 30, 2024, no reports were received through ordinary communication channels (mail, e-mail). On a half-yearly basis, the Board of Directors and the Management Control Committee receive information on the whistleblowing reports received, as part of the activities carried out by the Oversight Committee. The Group has adopted a "Gifts and Gratuities Policy", in which the guidelines to be complied with in order to avoid conduct not in line with legal provisions and internal rules of conduct are defined. During the financial year ended April 30, 2024, all operations were monitored with respect to corruption risk.

As in the previous year, no cases of corruption, unfair competition, monopolistic practices or antitrust involvement were reported. As of April 30, 2024 (as in the previous year) no sanctions were imposed for noncompliance with laws and regulations in the social and economic fields.

As of April 30, 2024, the Sesa Group has made no contributions to political parties, movements, committees, and political organisations or trade unions, outside of activities with associational purposes. Any political commitment made by Group employees, along with their payment of any contributions, are to be understood as being personal and completely voluntary.

2.4.4. Data protection and Cyber Security

Creating value for stakeholders also means protecting the information of all stakeholders and adopting operating methods that preserve and enhance the value of information. In a rapidly evolving world where information is increasingly valuable and there is a growing connection between networks, systems and applications, the management and protection of information while ensuring regulatory compliance is becoming increasingly complex. This increased complexity - combined with the growth and evolution of cyber threats - exposes companies to new types of risk, the damaging effects of which can have serious repercussions in terms of economic and legal issues, reputation, compliance or competitive advantage due to loss of information, intellectual property or disruption of business.

That said, the Sesa Group has identified the protection of personal data and the security of information as a primary area of its interest both as business development and as a condition for proper internal management. The Group also operates on the basis of established data security management procedures, based on industry best practices and in line with the international ISO 27001 standard on information security.

Sesa has adopted and maintains a specific procedure for the proper and adequate management of incidents and data breaches and has established and developed its own operational strategy to restore business continuity in the case of disruptive events, relating to both IT systems and corporate activities as a whole. The implementation of specific Business Continuity and Disaster Recovery plans guarantees secure and effective data management even in the event of incidents or other extraordinary events that may directly affect data and information security, in full compliance with the requirements of General Data Protection Regulation no. 2016/619 (GDPR) and the Italian Data Protection Authority, as well as the commitments undertaken with Data Controllers, and generally in observance of stakeholders' rights.

The Group Chief Security Officer oversees Security issues within the Group, with the task of identifying and implementing the Group Security strategy and managing the related budget. The Chief Security Officer reports regularly on security matters to the Board of Directors. To strengthen IT security risk management, in particular, Sesa has established a unit dedicated exclusively to IT risk monitoring and management. The evolving security program was agreed upon with the Board of Directors after review by the Audit and Risk Committee. The board meets periodically, and at least once a year, to discuss the matter of information risks. The Group has also adopted a Group insurance policy (Information Security and Risk management insurance policy) to reduce residual exposure to cyber risk.

The Group also devotes particular attention to staff training on the processing of personal data, delivered also through e-learning. As of April 30, 2024, approximately 4,500 hours of specific training on the topics in question (Privacy, GDPR and Cyber Security) had been provided.

In order to comply with regulatory provisions on privacy and the security of sensitive data, the Group has defined its own personal data protection model. Thanks to this model, the Group aims to ensure respect for the rights of those affected by the processing, fulfil obligations, prevent possible violations by monitoring and controlling all obligations and implementing appropriate security measures. As of April 30, 2024, the Group's companies have not received any complaints and/or reports regarding breaches of customer privacy, nor have they suffered any loss or leakage of data.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial statements as of April 30, 2024

Performance as of April 30, 2024

  1. Non-financial statement

  2. Consolidated financial statements 6. Separate financial

as of April 30, 2024

April 30, 2024

GENERAL ECONOMIC PERFORMANCE

After the acceleration of the global economy in 2021, the two-year period 2022-2023 ended with an average growth of +3.3% per annum. While remaining below historical averages, global expansion levels confirmed their resilience during the disinflationary process of 2022-2023. Global growth of +3.2% per annum is also expected in 2024-2025. Emerging markets continue to lead with an average growth in 2024-2025 of +4.2%, while the average growth of the advanced economies remains moderate at +1.7% (source IMF - WEO, April 2024).

The Eurozone confirms a slowdown in growth from +3.4% in 2022 to +0.4% in 2023 and +0.8% in 2024, with an expected recovery to +1.5% in 2025 (source IMF - WEO, April 2024).

In Italy, after the strong recovery of GDP in 2021 (+7.0% Y/Y) and in 2022 (+3.7%), with rates above those of the Eurozone, 2023 ends with a significant deceleration of growth (+0.9%), while still remaining above the European average. In the two-year period 2024-2025, average growth of Italian GDP is expected to be around 0.7% per annum with inflation expected to be less than 2% (source IMF - WEO, April 24).

The following table shows the final results for 2018-2023 and forecast GDP trend for 2024 and 2025 (source: IMF - WEO, April 2021).

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% +3.2% +3.2% +3.2%
Advanced Economies +2.3% +1.6% -4.5% +5.4% +2.6% +1.6% +1.7% +1.8%
Emerging Market +4.5% +3.6% -2.1% +6.8% +4.1% +4.3% +4.2% +4.2%
USA +2.9% +2.2% -3.4% +5.9% +1.9% +2.5% +2.7% +1.9%
Giappone +0.3% +0.7% -4.6% +2.2% +1.0% +1.9% +0.9% +1.0%
Cina +6.6% +6.0% +2.3% +8.4% +3.0% +5.2% +4.6% +4.1%
Great Britain +1.3% +1.4% -9.8% +7.6% +4.3% +0.1% +0.5% +1.5%
Euro Zone +1.9% +1.3% -6.3% +5.3% +3.4% +0.4% +0.8% +1.5%
Italy +0.8% +0.3% -8.9% +7.0% +3.7% +0.9% +0.7% +0.7%

Final results and IMF projections

DEVELOPMENT OF DEMAND AND TRENDS IN THE SECTOR IN WHICH THE GROUP OPERATES

The global ICT market continues to be characterised by its resilience to crises and by higher growth rates than the global economy. After the strong acceleration in 2021 (+13.4%), the ICT market continues to outperform the pre-Covid period with an average growth in 2022-2023 of 3.3%, favoured by the Enterprise Software (average growth +11.8%) and IT Services segments (average growth 7.2%). The market is expected to accelerate further (+8.0%) in 2024, fuelled by the IT Services and Enterprise Software segments, as well as the recovery of the Devices and Data Centre sectors, which had experienced significant declines in the post-Covid period. The recovery of the Data Centre sector is largely due to the need to support the workloads arising from the adoption of

generative AI, while, with regard to Devices, the reversal of the trend reflects the progressive exhaustion of the life cycle of products supplied in the post-Covid period. (Source Gartner, June 2024).

The Italian Information Technology ("IT") market confirms the sustained growth trend, with average annual rates exceeding those of the pre-Covid period and national GDP. After +8.0% growth in FY 2021, the Italian IT market achieved a 3.3% increase in 2022- 2023 supported by the Management and Development Services segments. There is expected to be an acceleration of the growth in demand by an average of 5.1 % per year in 2024-2025, with +5.3 % in 2025. Within the IT market, the segment that displays the highest growth rates is Management Services (double-digit annual growth), which includes digital transformation and system integration services and solutions. The trend reflects the processes of accelerating digitisation in all segments and the evolution of the ways in which technology is used, as well as the progressive penetration of Cloud Computing solutions (Source: Sirmi, June 2024).

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

Global IT market Bn US Dollars) 2019 2020 2021 2022 2023 E 2024 E Change
20/19
Change
21/20
Change
22/21
Change
23/22
Change
24/23
Data Centre Systems 203 208 190 227 236 260 2.5% -8.9% 19.8% 4.0% 10.0%
Enterprise Software 457 507 732 811 915 1,042 10.9% 44.4% 10.9% 12.7% 13.9%
Devices 682 688 808 766 664 688 0.9% 17.4% -5.1% -13.3% 3.6%
IT Services 1,031 1,088 1,208 1,306 1,385 1,520 5.5% 11.0% 8.1% 6.1% 9.7%
Communication Services 1,365 1,386 1,459 1,423 1,487 1,551 1.5% 5.3% -2.5% 4.5% 4.3%
Total IT Market 3,738 3,877 4,396 4,534 4,687 5,061 3.7% 13.4% 3.1% 3.4% 8.0%

Global IT market trend

Italian IT market trend

Italian IT market (Mn Eu) 2020 2021 2022 2023 E 2024 E 2025 E Change
20/19
Change
21/20
Change
22/21
Change
23/22
Change
24/23
Change
25/24
Hardware 6,266 6,770 6,392 5,917 5,836 5,789 1.5% 8.1% -5.6% -7.4% -1.4% -0.8%
Software 3,792 3,922 4,073 4,123 4,232 4,332 -1.8% 3.4% 3.8% 1.2% 2.6% 2.4%
Project Services 3,640 3,854 4,019 4,186 4,352 4,546 1.5% 5.9% 4.3% 4.2% 4.0% 4.5%
Management Services 6,797 7,597 8,534 9,415 10,381 11,449 7.0% 11.8% 12.3% 10.3% 10.3% 10.3%
Total IT Market 20,496 22,143 23,017 23,642 24,801 26,117 2.6% 8.0% 3.9% 2.7% 4.9% 5.3%
Cloud Computing 3,409 4,240 5,259 6,296 7,356 8,521 20.4% 24.4% 24.0% 19.7% 16.8% 15.8%
Cloud
(SaaS, PaaS, IaaS)
Adoption %
33.9% 39.7% 50.3% 62.7% 73.1% 64.2%
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

3.1. Economic and Financial Results of the Sesa Group

FY 2024 closes with strong growth in technological expertise (approx. 5,700 employees +21% Y/Y), customer set (approx. 40,000 corporate customers operating both in Italy and Europe) and consolidated financial results both in terms of revenue (Euro 3,210.4 million, +10.4% Y/Y) and profitability (Ebitda of Euro 239.5 million, +14.4% Y/Y), thanks to the successful positioning in the main strategic development areas enabling technological innovation (Data/AI, Cloud, Cyber Security, Digital Platforms) and to the contribution of the 13 bolt-on M&As in FY 2024, which generated approximately 35% of the growth for the period.

The Sesa Group pursues a policy of sustainable development to the benefit of its Stakeholders and has achieved a track record of continuous growth in revenues (CAGR revenues 2012-2024 +12.1%) and employment (CAGR Human Resources 2012- 2024 +15.8%) in 2012-2024. The long-term value generation strategy is based on the development of technical skills and the focus on environmental sustainability and social responsibility, with a progressive improvement in ESG performance.

3.1.1. Alternative Performance Indicators

In order to better assess the performance and financial position of the Group and its business segments, the management of Sesa SpA uses certain alternative performance indicators that are not identified as accounting measures under the IFRS. These indicators facilitate the identification of operating trends and support business decisions; however, the determination criteria applied by the Group may not be homogeneous and therefore comparable with that adopted by other operators. The alternative performance indicators are made up exclusively from historical data of the Group and determined in accordance with the Guidelines on Alternative Performance Indicators issued by ESMA/2015/1415 and adopted by Consob with communication no. 92543 of 3 December 2015. They refer only to the performance of the accounting period in question and of the

periods under comparison and not to the expected performance, and should not be considered as a substitute for the indicators envisaged by the reference accounting standards (IFRS). Finally, they are prepared by maintaining continuity and homogeneity of definition and representation for all periods for which financial information is included in this document. In line with the above-mentioned communications, the criteria

used to construct these indicators are provided below.

  • • Ebitda (Gross Operating Margin) is defined as the profit for the year before depreciation and amortisation, provisions for bad debts, provisions for risks, notional costs relating to stock grant plans assigned to the executive directors, financial income and expenses (excluding the fair value adjustment of liabilities for Put, Earn Out to minority shareholders and fair value revaluations in the case of step up acquisitions), profit , profit (loss) of companies accounted for using the equity method, and taxes.
  • • Adjusted Operating Result (Ebit) defined as Ebitda net of amortisation and depreciation of tangible and intangible fixed assets (excluding amortisation and depreciation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation), provisions for bad debts, provisions for risks, with the exclusion of notional costs relating to stock grant plans.
  • • Operating Result (Ebit) defined as Ebitda net of depreciation and amortisation related to tangible and intangible fixed assets, provisions for bad debts, provisions for risks, notional costs related to stock grant plans.
  • • Adjusted net result defined as net profit before (i) amortisation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation, (ii) notional costs related to the stock grant plans net of the related tax effect and (iii) taxes paid in relation to previous years.
  • • Group's adjusted net result defined as the Group's net profit before (i) amortisation of customer lists and knowhow recorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation and (ii) notional costs related to the stock grant plans

net of the related tax effect and (iii) taxes paid in relation to previous years.

  • • Net working capital is the algebraic sum of inventories, trade receivables, other current assets, trade payables and other current liabilities.
  • • Net invested capital is the algebraic sum of non-current assets, net working capital and net non-current liabilities.
  • • Net Financial Position (NFP) is the algebraic sum of cash and cash equivalents, other current financial assets, and current and non-current loans.
  • • Total Net Financial Position Reported is the algebraic sum of cash and cash equivalents, other current financial assets, current and non-current loans, current and non-current financial liabilities for rights of use, and payables and commitments for the purchase of equity investments from minority shareholders. It complies with the definition of Net Financial Debt envisaged in Consob Communication no. 6064293 of July 28, 2006 and in accordance with ESMA Recommendation/2013/319.

  • Non-financial statement

  • Consolidated financial statements as of April 30, 2024

3.1.2. Economic highlights of the Sesa Group

The reclassified income statements, balance sheets and statements of cash flows of the Group and the parent company Sesa SpA, as shown below, have been prepared on the basis of the consolidated financial statements and the statutory financial statements at April 30, 2023, in compliance with the international accounting standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, as well as the provisions issued in implementation of Article 9 of Legislative Decree no. 38/2005.

In the Report on Operations, in addition to the financial measures provided for by IFRS, some alternative performance indicators derived from the latter are illustrated (Non-GAAP Measures). These amounts are presented in order to allow a better assessment of the performance of the Group's operations and should not be considered as alternatives to those envisaged by the IFRS. The reclassified consolidated income statement (in Euro thousands) for the year ended April 30, 2024 is provided below and compared with the previous year ended April 30, 2023.

Reclassified income statement

(Euro thousands) 04/30/2024 % 04/30/2023 % Change 24/23
Net revenues 3,164,477 2,867,700 10.3%
Other Income 45,940 39,939 15.0%
Total Revenues and Other Income 3,210,417 100.0% 2,907,639 100.0% 10.4%
Costs for purchasing products (2,385,593) 74.3% (2,201,582) 75.7% 8.4%
Costs for services and use of third-party assets (277,580) 8.6% (243,353) 8.4% 14.1%
Personnel costs (298,659) 9.3% (238,426) 8.2% 25.3%
Other operating expenses (9,083) 0.3% (14,836) 0.5% -38.8%
Total Costs for purchasing products and Operating Costs (2,970,915) 92.5% (2,698,197) 92.8% 10.1%
Gross Operating Margin (Ebitda) 239,502 7.5% 209,442 7.2% 14.4%
Depreciation/Amortisation of tangible and intangible assets
(software)
(40,265) 1.3% (35,346) 1.2% 13.9%
Provisions and other non-monetary costs (6,527) 0.2% (6,410) 0.2% 1.8%
Adjusted Operating Result (Ebit)7 192,710 6.0% 166,686 5.8% 14.9%
Amortisation of client lists and know how (PPA) (35,741) 1.1% (25,021) 0.9% 42.8%
Operating Result (Ebit) 156,969 4.9% 142,665 4.9% 10.0%
Net financial income and expense (35,145) (14,386) 144.3%
Result before tax (Ebt) 121,824 3.8% 128,279 4.4% -5.0%
Income taxes (38,766) (38,062) 1.8%
Net result 83,058 2.6% 90,217 3.1% -7.9%
Net result attributable to the Group 78,269 2.4% 84,453 2.9% -7.3%
Net result attributable to non-controlling interests 4,789 5,764 -16.9%
Adjusted net result8 111,195 3.5% 108,027 3.7% 2.9%
Group Adjusted Net Result 106,406 3.3% 102,263 3.5% 4.1%
  1. Adjusted Operating Income is defined gross of amortization of intangible assets (Customer Lists and Know how) recognized as a result of the Purchase Price Allocation (PPA) process, as well as gross of the cost of operating the Stock-Grant Plan. Adjusted Net Income and Group Adjusted Net Income are defined gross of the amortization of intangible im- mortization (Customer Lists and Know how) recognized as a result of the PPA process, the cost of the Stock-Grant Plan exercise, net of the related tax effect, and taxes paid related to previous years

Consolidated Revenues and Other Income as of April 30, 2024 amounted to Euro 3,210.4 million (+10.4% Y/Y), thanks to the contribution of all the Group's sectors:

  • • the VAS segment, with Revenues and Other Income of Euro 2,388.0 million (+6.8% Y/Y), also boosted by the development of the acceleration of the DATA/AI, Collaboration, Enterprise Software and Security Solutions areas;
  • • the SSI Sector with Revenues and Other Income of Euro 822.8 million (+17.1% Y/Y), thanks to the positive performance of the main operating areas including Data/AI, Cyber Se- curity, Cloud, Vertical Applications;
  • • the Business Services Sector with Revenues and Other Income of Euro 114.0 million (+35.2% Y/Y), supported by the development of digital applications and platforms dedicated to the Financial Services industry, which continues to grow and establish itself on the market as a key player, with the inclusion of the master servicing activity for securitisation transactions in the range of products offered since the beginning of the year.

Thanks to the growth in revenues in the higher value-added areas, consolidated Ebitda rose by +14.4% Y/Y, reaching a total of Euro 239.5 million as of April 30, 2024, with the Ebitda margin increasing to 7.5% (vs. 7.2% as of April 30, 2023). All the Group's reference sectors contributed to the consolidated Ebitda result:

  • • VAS Sector with Ebitda of Euro 116.3 million, up 6.6% Y/Y, and an Ebitda Margin of 4.9% in line with 2023.
  • • SSI Sector with Ebitda of Euro 99.4 million, up 17.1% Y/Y, and an Ebitda Margin of 12.1% stable Y/Y;
  • • Business Services Sector with Ebitda of Euro 18.1 million, up 65.1% Y/Y, with an Ebitda margin of 15.9%, growing strongly from the 13.0% achieved as of April 30, 2023.

The consolidated Adjusted Operating Profit (Ebit) totalled Euro 192.7 million (Adjusted Ebit margin 6.0% vs. 5.8% Y/Y), with an increase of 14.9% Y/Y, after depreciation and amortisation of tangible and intangible assets of Euro 40.3 million (+13.9% Y/Y) and provisions of Euro 6.5 million (+1.8% Y/Y).

The consolidated Operating Profit (EBIT) amounted to Euro 157.0 million, up 10.0%, after amortisation of intangible assets of customer lists and know how recognised

following the PPA process of Euro 28.0 million (+53.3% Y/Y due to the acceleration of investments in corporate acquisitions) and after other non-cash costs related to Stock Grant plans.

Net Profit attributable to the Group amounted to Euro 78.3 million (-7.3% Y/Y), after net financial expenses of Euro 35.1 million compared to Euro 14.4 million as of 30 April 2023, growing significantly as a result of the unfavourable trend in market interest rates, taxes amounting to Euro 38.8 million and net profit attributable to minority interests of Euro 4.8 million.

The Group's Adjusted Net Profit as of 30 April 2024 was Euro 106.4 million (Group EAT Adjusted margin 3.3%), up 4.1% Y/Y compared to Euro 102.3 million as of 30 April 2023.

  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

3.1.3. Highlights of the Group's Balance Sheet

Below is the reclassified balance sheet (figures in Euro thousands) as of April 30, 2024 compared to the previous year as of April 30, 2023.

Reclassified Balance Sheet

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Intangible fixed assets 457,071 368,488 88,583
Tangible fixed assets (including rights of use) 149,819 125,901 23,918
Investments carried at equity 23,910 24,884 (974)
Other non-current assets and deferred tax assets 38,717 37,086 1,631
Total non-current assets 669,517 556,359 113,158
Inventories 156,161 158,736 (2,575)
Trade receivables 571,138 530,268 40,870
Other current assets 139,079 131,274 7,805
Current assets for the year 866,378 820,278 46,100
Trade payables 638,010 586,074 51,936
Other current payables 241,779 251,318 (9,539)
Short-term liabilities for the year 879,789 837,392 42,397
Net working capital (13,411) (17,114) 3,703
Provisions and other non-current tax liabilities 127,136 100,612 26,524
Employee benefits 54,308 48,264 6,044
Net non-current liabilities 181,444 148,876 32,568
Net Invested Capital 474,662 390,369 84,293
Shareholders' Equity 477,345 424,050 53,295
Liquidity and other financial assets (585,759) (545,500) (40,259)
Current and non-current loans 374,744 306,004 68,740
Net Financial Position (211,015) (239,496) 28,481
Financial liabilities rights of use IFRS 16 48,132 50,075 (1,943)
Payables to and commitments with minority shareholders for equity investments9 160,200 155,740 4,460
Total Net Financial Position Reported (2,683) (33,681) 30,998

The balance sheet shows an increase in net invested capital from Euro 390.4 million as of April 30, 2023 to Euro 474.7 million as of April 30, 2024, as a result of:

• the increase in non-current assets from Euro 556.4 million as of April 30, 2023 to Euro 669.5 million as of April 30, 2024, mainly generated by investments in corporate acquisitions;

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

  • the great efficiency in the management of the working capital was confirmed, with a net working capital that went from a negative balance of Euro 17.1 million as of April 30, 2023 to a negative balance of Euro 13.1 million as of April 30, 2024, despite the growth in revenues for the period.
  • the increase in Net non-current liabilities from Euro 148.9 million as of April 30, 2023 to Euro 181.4 million as of April 30, 2024, mainly as a result of the increase in Provisions and other non-current tax liabilities, which includes deferred tax liabilities on customer lists and know-how recognised in the corporate acquisition process;

The Consolidated Net Financial Position as of April 30, 2024 was positive (net liquidity) by Euro 211.0 million, compared to Euro 239.5 million (net liquidity) as of April 30, 2023, confirming the Group's considerable financial solidity and its ability to continue to invest in support of growth.

The reduction in net cash and cash equivalents as of April 30, 2024 mainly reflected higher investments in corporate acquisitions.

The Group's financial solidity and its ability to continue to invest in supporting growth is also reflected in the Group's Reported Net Financial Position as of April 30, 2024 (calculated net of IFRS payables of Euro 208.3 million relating mainly to deferred payments of corporate acquisitions and payables for equity purchase options to minority shareholders), which was positive (net liquidity) by Euro 2.7 million, compared to Euro 33.7 million as of April 30, 2023 (calculated net of IFRS payables of Euro 205.8 million), against an Operating Cash Flow in the year of about Euro 240 million and after investments in corporate acquisitions and technological infrastructure totalling Euro 142 million, and the distribution of approximately Euro 25 million in dividends and Buy Back plans during the year.

Net Financial Position

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Liquidity (577,474) (537,507) (39,967)
Current financial receivables and short-term securities (8,285) (7,993) (292)
Current loans 157,155 130,710 26,445
Current Net Financial Position (428,604) (414,790) (13,814)
Non-current loans 217,589 175,294 42,295
Non-current Net Financial Position 217,589 175,294 42,295
Net Financial Position (211,015) (239,496) 28,481
Financial liabilities rights of use IFRS 16 48,132 50,075 (1,943)
Payables and commitments with minority shareholders for equity investments 160,200 155,740 4,460
Total Net Financial Position Reported (2,683) (33,681) 30,998
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

3.2. Economic and Financial Results of Group Sectors

3.2.1. Results of the VAS sector

The Value-Added Solutions (VAS) sector, active in the offer of value-added technology solutions for the business segment in the financial year, achieved a growth in Revenues and Other Income of 6.8%, Ebitda of 6.6% (Ebitda margin of 4.9% Y/Y) and a Group Adjusted Net Profit Net Profit in line with the previous years. The growth achieved in the financial year was mainly organic due to investments made in previous years and the positive performance of the Advanced Solutions segment (Data/

AI, Cloud, Security, Data Centre Solutions, Networking), which accounts for about 75% of sales and grew by more than 10% in the financial year. The consolidation of Altinia Distribuzione Srl and Maint System Srl, companies specialising in the provision of business IT services and solutions for the Printing segment, was launched in 2024 and contributed around Euro 45 million to revenues for the year.

Thanks to the focus on the value-added business areas, the Sector further consolidates its market share in Italy (48% of the total VAD market - in the Data Center, Networking, and Enterprise software categories, source: Sirmi, June 2024).

The reclassified income statement of the VAS Sector (in Euro thousands), at 30 April 2024 is provided below, and compared with the previous year ended 30 April 2023.

VAS Sector

(Euro thousands) 04/30/2024 % 04/30/2023 % Change 24/23
Third-party revenues 2,254,251 2,116,381 6.5%
Inter-sector revenues 120,694 105,356 14.6%
Total Revenues 2,374,945 2,221,737 6.9%
Other income 13,018 13,990 -6.9%
Total revenue and other income 2,387,963 100.0% 2,235,727 100.0% 6.8%
Costs for purchasing products (2,180,556) -91.3% (2,036,982) -91.1% 7.0%
Gross commercial margin 207,407 8.7% 198,745 8.9% 4.4%
Costs for services and use of third-party assets (55,261) -2.3% (54,872) -2.5% 0.7%
Personnel costs (33,245) -1.4% (28,072) -1.3% 18.4%
Other expenses (2,575) -0.1% (6,689) -0.3% -61.5%
Ebitda 116,326 4.9% 109,112 4.9% 6.6%
Depreciation/Amortisation of tangible and intangible assets (software) (4,002) -0.2% (4,566) -0.2% -12.4%
Provisions and other non-monetary costs (1,042) 0.0% (2,853) -0.1% -63.5%
Adjusted operating result (Adjusted Ebit) 111,282 4.7% 101,693 4.6% 9.4%
Amortisation of client lists and know how (PPA) (2,613) -0.1% (1,723) -0.1% 51.7%
Operating result (Ebit) 108,669 4.6% 99,970 4.5% 8.7%
Net financial income and expense (20,205) (8,859) 128.1%
Result before taxes 88,464 3.7% 91,111 4.1% -2.9%
Income taxes (27,847) (27,088) 2.8%
Net result for the year 60,617 2.5% 64,023 2.9% -5.3%
Net result attributable to non-controlling interests 897 991 -9.5%
Net result attributable to the Group 59,720 2.5% 63,032 2.8% -5.3%

VAS Sector

(Euro thousands) 04/30/2024 % 04/30/2023 % Change 24/23
Adjusted net result 65,174 2.7% 65,249 2.9% -0.1%
Adjusted net result attributable to the Group 64,277 2.7% 64,258 2.9% 0.0%

Total Revenues and Other Income, amounting to Euro 2,388.0 million as of April 30, 2024, grew by 6.8% compared to April 30, 2023, benefiting from the focus on value-added business areas in the market and the expansion of the solutions offered to customers.

The gross commercial margin increased by 4.4% from Euro

198.7 million (8.9% of revenue and other income) as of April 30, 2023 to Euro 207.4 million (8.7% of revenue and other income) as of April 30, 2024, mainly due to the development of sales revenue.

Ebitda for the period under review amounted to Euro 116.3 million (Ebitda margin stable at 4.9% Y/Y), rising (+6.6% Y/Y) compared to Euro 109.1 million as of April 30, 2023.

Reclassified Balance Sheet (Euro thousands) 04/30/2024 04/30/2023 Change 24/23 Intangible fixed assets 41,747 30,456 11,291 Tangible fixed assets (rights of use) 58,662 49,152 9,510 Investments carried at equity 12,877 11,900 977 Other non-current receivables and assets and deferred tax assets 7,731 9,830 (2,099) Total non-current assets 121,017 101,338 19,679 Inventories 124,215 126,186 (1,971) Trade receivables 344,131 344,480 (349) Other current assets 50,818 47,325 3,493 Current assets for the year 519,164 517,991 1,173 Trade payables 480,954 455,459 25,495 Other current payables 31,892 58,078 (26,186) Short-term liabilities for the year 512,846 513,537 (691) Net working capital 6,318 4,454 1,864 Provisions and other non-current tax liabilities 16,193 12,028 4,165 Employee benefits 4,005 3,017 988 Net non-current liabilities 20,198 15,045 5,153 Net Invested Capital 107,137 90,747 16,390 Shareholders' Equity 347,181 315,351 31,830 Liquidity and other financial assets (418,814) (369,209) (49,605) Current and non-current loans 146,598 108,542 38,056 Net Financial Position (272,216) (260,667) (11,549) Financial liabilities rights of use IFRS 16 9,355 20,280 (10,925) Payables and commitments with minority shareholders for equity investments 21,583 14,773 6,810 Net Financial Position Reported (241,278) (225,614) (15,664)

  1. Non-financial statement

  2. Consolidated financial statements 6. Separate financial

as of April 30, 2024

April 30, 2024

The main balance sheet indicators improved. Thanks to the reduction in Net Working Capital and current cash generation, the Net Financial Position showed a further improvement, from a positive balance of Euro 260.7 million as of April 30, 2023 to a positive balance of Euro 272.2 million as of April 30, 2024. Shareholders' Equity further strengthened during the year under review, reaching a total of Euro 347.2 million as of April 30, 2024, compared to Euro 315.4 million as of April 30, 2023

3.2.2. Results of the SSI sector

The Software and System Integration (SSI) Sector, which is active in the provision of software solutions and technological innovation for the SME and Enterprise segments, achieved a growth of 17.1% in Revenues and Other Income, 17.1% in Ebitda (Ebitda margin stable Y/Y at 12.1%). The Sector's growth during the year was mainly organic, with an external leverage contribution of about 45% in terms of revenues and profitability, thanks to the bolt-on M&A transactions completed over the last 12 months, including in particular the start of consolidation during the year under review of certain companies of strategic importance for the future development of the business, such as (i) Wise Security Global SA, a leading operator on the Spanish market in the cybersecurity and digital identity services sector (ii) Sangalli Tecnologie Srl, which designs and offers digital workspace and collaboration solutions (iii) InformEtica Consulting Srl, operating in application consultancy on the Sap platform in Northern Italy (iv) Visualitics Srl, a reference operator in the field of data management and analysis and in the Data Science sector, based in Turin (v) Soft System Srl, operating in software development, vertical applications and integrated systems for the SME segment throughout Italy, with a focus

on the Triveneto region (vi) Smart CAE, an operator in the engineering sector, providing solutions for performance simulation in the field of structural thermo-fluid dynamics and composite materials (vii) Analysis, which develops software solutions for the digitisation of business processes, with particular reference to sustainability and compliance management.

The reclassified income statement of the SSI Sector (in Euro thousands), at 30 April 2024 is provided below, and compared with the previous year ended 30 April 2023.

(Euro thousands) 04/30/2024 % 04/30/2023 % Change 24/23
Third-party revenues 792,552 672,880 17.8%
Inter-sector revenues 5,395 6,000 -10.1%
Total Revenues 797,947 678,880 17.5%
Other income 24,884 23,758 4.7%
Total revenue and other income 822,831 100.0% 702,638 100.0% 17.1%
Cost of purchasing products (306,342) -37.2% (254,320) -36.2% 20.5%
Costs for services and rent, leasing, and similar costs (207,248) -25.2% (180,763) -25.7% 14.7%
Personnel costs (204,535) -24.9% (175,115) -24.9% 16.8%
Other operating expenses (5,334) -0.6% (7,558) -1.1% -29.4%
Ebitda 99,372 12.1% 84,882 12.1% 17.1%
Depreciation/Amortisation of tangible and intangible assets (software) (29,143) -3.5% (26,780) -3.8% 8.8%
Provisions and other non-monetary costs (4,685) -0.6% (3,447) -0.5% 35.9%
Adjusted operating result (Adjusted Ebit) 65,544 8.0% 54,655 7.8% 19.9%
Amortisation of client lists and know how (PPA) (17,124) -2.1% (12,339) -1.8% 38.8%

SSI Sector

SSI Sector

Operating result (Ebit) 48,420 5.9% 42,316 6.0% 14.4%
Net financial income and expense (11,959) (4,081) 193.0%
Result before taxes 36,461 4.4% 38,235 5.4% -4.6%
Income taxes (12,069) (11,522) 4.7%
Net result for the year 24,392 3.0% 26,713 3.8% -8.7%
Net result attributable to non-controlling interests 4,437 0.5% 4,299 0.6% 3.2%
Net result attributable to the Group 19,955 2.4% 22,414 3.2% -11.0%
Adjusted net result 36,581 4.4% 35,496 5.1% 3.1%
Adjusted net result attributable to the Group 32,144 3.9% 31,197 4.4% 3.0%

Total Revenues and Other Income as of April 30, 2024 amounted to Euro 822.3 million with a growth of 17.1% Y/Y, while Ebitda reached Euro 99.3 million, up 17.1% Y/Y, with an Ebitda Margin of 12.1%, in line with the previous year.

The increase in operating profitability was driven by the development of the main Strategic Business Units and the contribution of the recently acquired companies. Adjusted Ebit (calculated gross of amortisation and depreciation of customer lists and knowhow recorded following the ppa process amounting to Euro 17.1 million, up 38.8% Y/Y, and provisions for other non-cash costs amounting to Euro 4.7 million) was Euro 65.5 million, up 19.9% compared to Euro 54.7 million as of April 30, 2023.

The Group's Net Profit for the year ended April 30, 2024 was Euro 20.0 million (-11.0%% Y/Y), reflecting the trend in operating profitability (+17.1% Y/Y), after amortisation and depreciation of Euro 50.9 million (+19.7% Y/Y), financial expenses of Euro 12.0 million (up from Euro 4.1 million Y/Y due to the unfavourable trend in interest rates) and taxes of Euro 12.1 million. The Group's Adjusted Net Profit, stated gross of depreciation and amortisation related to customer lists and know-how deriving from PPA, net of the related tax effect, was Euro 32.1 million, up +3.0% Y/Y.

The reclassified balance sheet of the SSI Sector (in Euro thousands) for the year ended April 30, 2024 is provided below, and compared with the previous year ended April 30, 2023.

Reclassified Balance Sheet

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Intangible fixed assets 268,110 226,030 42,080
Tangible fixed assets (right of use) 68,849 63,102 5,747
Investments carried at equity 11,109 13,103 (1,994)
Other non-current receivables and assets and prepaid taxes 8,883 14,582 (5,699)
Total non-current assets 356,951 316,817 40,134
Inventories 28,014 29,746 (1,732)
Trade receivables 223,804 195,468 28,336
Other current assets 86,905 80,521 6,384
Current assets for the year 338,723 305,735 32,988
Trade payables 185,499 160,538 24,961
Other current payables 168,390 162,943 5,447
Short-term liabilities for the year 353,889 323,481 30,408
  1. Performance as of 4. Non-financial

statement

  1. Consolidated financial statements as of April 30, 2024

April 30, 2024

Net working capital (15,166) (17,746) 2,580
Provisions and other non-current tax liabilities 74,605 62,664 11,941
Employee benefits 39,851 38,319 1,532
Net non-current tax liabilities 114,456 100,983 13,473
Net Invested Capital 227,329 198,088 29,241
Shareholders' Equity 70,484 57,046 13,438
Liquidity and other financial assets (145,131) (143,832) (1,299)
Current and non-current loans 176,688 154,478 22,210
Net Financial Position 31,557 10,646 20,911
Financial liabilities rights of use IFRS 16 27,584 24,343 3,241
Payables and commitments with minority shareholders for equity investments 97,704 106,053 (8,349)
Net Financial Position Reported 156,845 141,042 15,803

April 30, 2024

The Net Financial Position as of April 30, 2024 was negative in the amount of Euro 31.6 million, compared to a negative balance of Euro 10.6 thousand as of April 30, 2023, and reflects the operating cash flow net of investments referred mainly to corporate acquisitions and technological infrastructures realised in the last 12 months, amounting to over Euro 60 million.

The Reported Net Financial Position (calculated net of future commitments for the purchase of equity investments in the amount of Euro 97.7 million and IFRS 16 liabilities in the amount of Euro 27.6 million) as of April 30 2024 was negative in the amount of Euro 156.8 million compared to Euro 141.0 million as of April 30, 2023, and reflects the reduction in IFRS payables for commitments for the purchase of equity investments from shareholders and rights of use amounting to Euro 5.1 million.

Consolidated shareholders' equity as of April 30, 2024 amounted to Euro 70.5 million, an increase compared to Euro 57.0 thousand as of April 30, 2023, and reflects profit for the period, net of changes in consolidation reserves.

3.2.3. Results of the Business Services Sector

The Business Services Sector, active in the offering of digital platforms and vertical applications for the Financial Services industry, accelerates its growth path thanks to the development of application and platform revenues and the expansion of the offering to the master servicing segment. As of April 30, 2024, the Sector achieved revenues of Euro 114.0 million, up 35.2%, and Ebitda of Euro 18.1 million, up 65.0% (Ebitda margin of 15.9%, up from 13.0% Y/Y).

The development of the Sector also benefited from the contribution of the consolidation of 130 Servicing SpA, a key player in the offer of advisory and master servicing solutions for asset management and securities brokerage companies. The use of external leverage contributed about 45% to the Sector's growth in revenue and operating profitability.

The reclassified income statement of the Business Services Sector (in Euro thousands) for the year ended April 30, 2024 is provided below, and compared with the previous year ended April 30, 2023.

(Euro thousands) 04/30/2024 % 04/30/2023 % Change 24/23
Third-party revenues 101,164 77,527 30.5%
Inter-sector revenues 3,396 1,626 108.9%
Total Revenues 104,560 79,153 32.1%
Other income 9,444 5,198 81.7%
Total revenue and other income 114,004 100.0% 84,351 100.0% 35.2%
Cost of purchasing products (7,803) -6.8% (10,223) -12.1% -23.7%
Costs for services and rent, leasing, and similar costs (47,055) -41.3% (35,203) -41.7% 33.7%
Personnel costs (40,155) -35.2% (27,489) -32.6% 46.1%
Other operating expenses (879) -0.8% (462) -0.5% 90.3%
Ebitda 18,112 15.9% 10,974 13.0% 65.0%
Depreciation/Amortisation of tangible and intangible assets
(software)
(6,042) -5.3% (3,595) -4.3% 68.1%
Provisions and other non-monetary costs (621) -0.5% (110) -0.1% 464.5%
Adjusted operating result (Adjusted Ebit) 11,449 10.0% 7,269 8.6% 57.5%
Amortisation of acquired client lists and technological know-how (7,525) -6.6% (4,216) -5.0% 78.5%
Operating result (Ebit) 3,924 3.4% 3,053 3.6% 28.5%
Net financial income and expense (2,814) (1,320) 113.2%
Result before taxes 1,110 1.0% 1,733 2.1% -35.9%
Income taxes 593 351 68.9%
Net result for the year 1,703 1.5% 2,084 2.5% -18.3%
Net result attributable to non-controlling interests (953) 347 -374.6%
Net result attributable to the Group 2,656 2.3% 1,737 2.1% 52.9%
Adjusted net result 7,059 6.2% 5,085 6.0% 38.8%
Adjusted net result attributable to the Group 8,012 7.0% 4,738 5.6% 69.1%

Business Services Sector

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

Revenues and other income of the Business Services Sector amounted to Euro 114.0 million as of April 30, 2024, up 35.2% Y/Y, with an Ebitda result of Euro 18.1 million (+65.0% Y/Y). The Ebitda margin increased from 13.1% as of April 30, 2023 to 15.9% as of April 30, 2024, due to growth in the scope of application solutions offered to customers.

The Group's Net Profit for the year ended April 30, 2024 was Euro 2.7 million (+52.9% Y//Y), reflecting the favourable trend in operating profitability (+65.0% Y/Y), after amortisation and depreciation of Euro 14.2 million (+79.1% Y/Y), financial expenses of Euro 2.8 million (up due to the unfavourable trend in interest rates) and taxes of Euro 593 thousand. The Group's Adjusted Net Profit, stated gross of depreciation and amortisation related to customer lists and know-how deriving from PPA, net of the related tax effect, was Euro 8.0 million, up +69.1% Y/Y.

The reclassified balance sheet of the Sector (in Euro thousands) as of April 30, 2024 is provided below, and compared with the previous year ended April 30, 2023.

Reclassified balance sheet

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Intangible fixed assets 138,294 112,077 26,217
Tangible fixed assets (right of use) 19,437 12,225 7,212
Investments carried at equity 128 128
Other non-current receivables and assets and prepaid taxes 5,612 4,971 641
Total non-current assets 163,471 129,046 34,070
Inventories 3,514 3,319 195
Trade receivables 42,721 27,400 15,321
Other current assets 7,618 6,073 1,545
Current assets for the year 53,853 36,792 17,061
Trade payables 27,472 18,260 9,212
Other current payables 23,673 21,433 2,240
Short-term liabilities for the year 51,145 39,693 11,452
Net working capital 2,708 (2,901) 5,609
Provisions and other non-current tax liabilities 33,622 26,082 7,540
Employee benefits 5,788 4,921 867
Net non-current tax liabilities 39,410 31,003 8,407
Net Invested Capital 126,769 95,497 31,272
Shareholders' Equity 43,472 43,141 331
Liquidity and other financial assets (18,118) (30,562) 12,444
Current and non-current loans 51,384 42,984 8,400
Net Financial Position 33,266 12,422 20,844
Financial liabilities rights of use IFRS 16 9,319 5,065 4,254
Payables and commitments with minority shareholders for equity investments 40,712 34,869 5,843
Net Financial Position Reported 83,297 52,356 30,941

The Net Financial Position as of 30 April 2024 is negative by Euro 33.3 million, compared to a negative balance of Euro 12.4 million as of April 30, 2023, and reflects the positive trend in operating cash flow and higher investments in tangible and intangible assets mainly related to controlling interests acquired during the year. The Reported Net Financial Position (calculated net of future commitments for the purchase of equity investments in the amount of Euro 40.7 million and IFRS 16 liabilities in the amount of Euro 9.3 million) as of April 30, 2023 was negative in the amount of Euro 83.3 million compared to Euro 52.4 million following the increase in payables and commitments for the purchase of equity investments from minority shareholders and IFRS 16 payables in the amount of Euro 10.1 million.

The Sector Shareholders' Equity reached a total of Euro 43.5 million as of April 30, 2024, compared to Euro 16.3 million as of April 30, 2023.

3.2.4. Results of the Corporate Sector

The Corporate Sector is active in strategic governance and the management of corporate management services (administration, finance, control, human resources management, information systems and operating platforms for Group companies. In the year under review, the Sector expanded its range of services and its staff with the development of Customer Experience technological and application solutions for the entire Group, thanks to the entry of Adiacent SpA into the Sector. The processes and organisational controls of operational and corporate integration were further strengthened and implemented to support the Group's sustainable growth path during the year, also by means of the corporate acquisition process.

The reclassified income statement of the Corporate Sector (in Euro thousands) as of April 30, 2024 is provided below, and compared with the previous year ended April 30, 2023.

(Euro thousands) 2024 % 2023 % Change 24/23
Third-party revenues 16,510 912 1710.3%
Inter-sector revenues 22,237 13,555 64.1%
Total Revenues 38,747 14,467 167.8%
Other income 7,319 5,176 41.4%
Total revenue and other income 46,066 100.0% 19,643 100.0% 134.5%
Cost of purchasing products (3,290) -7.1% (71) -0.4% 4533.8%
Costs for services and use of third-party goods (15,868) -34.4% (6,833) -34.8% 132.2%
Personnel costs (20,798) -45.1% (7,809) -39.8% 166.3%
Other operating expenses (418) -0.9% (182) -0.9% 129.7%
Ebitda 5,692 12.4% 4,748 24.2% 19.9%
Depreciation/Amortisation of tangible and intangible assets
(software)
(1,078) -2.3% (405) -2.1% 166.2%
Provisions and other non-monetary costs (179) -0.4% 0 Ns
Adjusted operating result (Adjusted Ebit) 4,435 9.6% 4,343 22.1% 2.1%
Amortisation of client lists and technological know-how (PPA) (8,479) -18.4% (6,743) -34.3% 25.7%
Operating result (Ebit) (4,044) -8.8% (2,400) -12.2% 68.5%
Net financial income and expense (432) (126) 242.9%

Corporate Sector

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

Corporate Sector

(Euro thousands) 2024 % 2023 % Change 24/23
Result before taxes (4,476) -9.7% (2,526) -12.9% 77.2%
Income taxes 728 120 506.7%
Net result for the year (3,748) -8.1% (2,406) -12.2% 55.8%
Net result attributable to minority shareholders 80 Ns
Net result attributable to the Group (3,828) -8.3% (2,406) -12.2% 59.1%
Adjusted net result 2,287 5.0% 192 1.0% 1090.9%
Adjusted net result attributable to the Group 2,207 4.8% 192 1.0% 1049.2%

Total revenues and other income of the Sector, amounting to Euro 46.1 million, increased by 134.5% thanks to the development of corporate services (organisation, administrative and financial management, planning and control, human resources management, corporate governance, legal and IT services) and to the change in the perimeter resulting from the entry from April 30, 2024 of the Customer Experience services provided by Adiacent SpA. Operating profitability (Ebitda) as of April 30, 2024 was Euro 5.7 million, up 19.9% compared to Euro 4.7 million as of April 30, 2023.

Depreciation, amortisation, provisions and other non-cash expenses totalling Euro 9.7 million mainly include the notional cost of Euro 7.7 million related to the annual portion and a part of the three-year portion of the 2024- 2026 Stock Grant Plan, compared to Euro 6.7 million as of April 30, 2023. After net financial expense of Euro 432 thousand and taxes of Euro 728 thousand, the result for the year was a loss of Euro 3.7 million as of April 30, 2024, compared to a loss of Euro 2.4 million as of April 30, 2023.

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Intangible fixed assets 9,278 283 8,995
Tangible fixed assets (right of use) 2,880 1,431 1,449
Investments carried at equity 745 702 43
Other non-current receivables and assets and prepaid taxes 106,469 99,565 6,904
Total non-current assets 119,372 101,981 17,391
Inventories 862 862
Trade receivables 20,584 12,930 7,654
Other current assets (315) 758 (1,073)
Current assets for the year 21,131 13,688 7,443
Trade payables 9,199 4,460 4,739
Other current payables 17,948 9,148 8,800
Short-term liabilities for the year 27,147 13,608 13,539
Net working capital (6,016) 80 (6,096)
Provisions and other non-current tax liabilities 2,956 78 2,878
Employee benefits 4,664 2,007 2,657
Net non-current liabilities 7,620 2,085 5,535

Reclassified Balance Sheet

Reclassified Balance Sheet

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Net Invested Capital 105,736 99,977 5,760
Shareholders' Equity 107,187 101,442 5,746
Liquidity and other financial assets (3,696) (1,897) (1,799)
Current and non-current loans 170 170
Net Financial Position (3,526) (1,897) (1,629)
Financial liabilities rights of use IFRS 16 1,874 387 1,487
Payables and commitments with minority shareholders for equity investments 201 45 156
Net Financial Position Reported (1,451) (1,465) 14

From a balance sheet and financial point of view, the balance of the main indicators compared to the previous year was confirmed. In particular, Net Invested Capital increased from Euro 100.0 million as of April 30, 2023 to Euro 105.7 million as of April 30, 2024 as a result of the entry of tangible and intangible assets (customer lists and know-how) related to Adiacent and subsidiaries into the scope of the sector. The Corporate Sector ended the year with Euro 107.2 million in shareholders' equity, compared to Euro 101.4 million as of April 30, 2024 due to (i) the result for the period, (ii) the distribution of dividends of Euro 15.5 million in September 2023, (iii) the change in reserves resulting from the purchase and movement of treasury shares to service the Stock Grant Plan, as well as the change in reserves due to the change in the scope of the company.

The Net Financial Position as of April 30, 2024 is positive (net cash) in the amount of Euro 3.5 million, up compared to a positive balance of Euro 1.9 million as of April 30, 2023, and reflects operating cash generation net of investments for the period, the treasury share buy-back plan in the amount of Euro 9.0 million, and the distribution of dividends in the amount of Euro 15.5 million in September 2023.

3.3. Economic and financial results of the parent company Sesa SpA

The reclassified income statement (in Euro thousands) as of April 30, 2024 is provided below, and compared with the previous year ended April 30, 2023.

(Euro thousands) 04/30/2024 % 04/30/2023 % Change 24/23
Net revenue 15,131 13,664 10.7%
Other Income 5,416 5,211 3.9%
Total Revenues and Other Income 20,547 100.0% 18,875 100.0% 8.9%
Purchase of goods (67) 0.3% (66) 0.3% 1.5%
Costs for services and use of third-party goods (7,471) 36.4% (6,429) 34.1% 16.2%
Personnel costs (9,248) 45.0% (7,735) 41.0% 19.6%

Reclassified income statement

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

Reclassified income statement

(Euro thousands) 04/30/2024 % 04/30/2023 % Change 24/23
Other operating expenses (255) 1.2% (224) 1.2% 13.9%
Total Operating Costs (17,041) 82.9% (14,454) 76.6% 17.9%
Ebitda 3,506 17.1% 4,421 23.4% -20.7%
Depreciation/Amortisation of tangible and intangible assets (software) (636) 3.1% (398) 2.1% 59.7%
Provisions and other non-monetary costs
Adjusted operating result (Adjusted Ebit) 2,870 13.9% 4,023 21.3% -71.3%
Amortisation of client lists and technological know-how (PPA) (7,726) 37.6% (6,743) 35.7% 14.6%
Operating result (Ebit) (4,856) -23.6% (2,720) -14.4% -78.5%
Net financial income and expense 25,509 23,941 6.6%
Result before taxes 20,654 100.5% 21,221 112.4% -2.7%
Income taxes 782 216 262.1%
Net result for the year 21,436 104.3% 21,437 113.6% 0.0%

Total revenues and other income amounted to Euro 20.5 million as of April 30, 2024, up Euro 1.7 million (+8.9% Y/Y) compared to the previous year, following the development of administrative and financial management services, organisation, planning and control, management of information systems, human resources, and the general, corporate and legal affairs in favour of the Group companies.

Total operating expenses as of April 30, 2024 amounted to Euro 17.0 million, an increase of Euro 2.6 million (+17.9% Y/Y) compared to Euro 14.5 million as of April 30, 2023, as a result of the greater need for resources related to the increase in the scope of the user companies. The workforce increased from 144 resources to 172 resources as of April 30, 2024 to cope with the increase in the perimeter of the activities performed. Ebitda, amounting to Euro 3.5 million as of April 30, 2024, decreased by 20.7% compared to the previous year due to the higher incidence of payroll and service costs.

Other non-monetary costs mainly included the notional cost of Euro 7.7 million related to the annual portion and a part of the threeyear portion of the 2024- 2026 Stock Grant Plan, compared to Euro 6.7 million as of April 30, 2023. Net financial income increased from Euro 23.9 million as of April 30, 2023 to Euro 25.5 thousand as of April 30, 2024, thanks to the distribution of higher dividends by the subsidiaries. Net profit after tax amounted to Euro 21.4 million as of April 30, 2024, in line with the previous year. The reclassified balance sheet (in Euro thousands) for the year ended April 30, 2024 is provided below, and compared with the previous year ended April 30, 2023.

Reclassified Balance Sheet

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Intangible fixed assets 311 285 26
Tangible fixed assets (right of use) 1,443 1,412 31
Other non-current receivables and assets and prepaid taxes 102,785 100,469 2,316
Total non-current assets 104,539 102,166 2,373
Inventories
Trade receivables 4,106 3,525 581
Other current assets 15,712 8,937 6,775

Reclassified Balance Sheet

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Current assets for the year 19,819 12,462 7,357
Trade payables 1,859 2,191 (332)
Other current payables 16,129 10,500 5,629
Short-term liabilities for the year 17,988 12,691 5,297
Net working capital 1,831 (229) 2,060
Provisions and other non-current tax liabilities 9 28 (19)
Employee benefits 2,087 2,032 55
Net non-current liabilities 2,095 2,060 35
Net Invested Capital 104,275 99,877 4,398
Shareholders' Equity 105,180 100,801 4,379
Liquidity and other financial assets (1,475) (1,335) (140)
Current and non-current loans
Net Financial Position (1,475) (1,335) (140)
Financial liabilities rights of use IFRS 16 533 366 167
Payables and commitments with minority shareholders for equity investments 36 45 (9)
Net Financial Position Reported (906) (924) 18

The balance sheet as of April 30, 2024 shows an increase in net invested capital of Euro 4,398 thousand, referring mainly to the equity segment, which reflects the increase in the shareholdings in Base Digitale Group Srl and Adiacent SpA.

In terms of financial sources, the Net Financial Position was positive by Euro 1.5 million as of April 30, 2024 compared to Euro 1.3 million as of April 30, 2023. The financial requirements for investments in fixed assets were covered by the operating cash flow generated in the year and by the flow of dividends received from subsidiaries.

Shareholders' equity as of April 30, 2024 amounted to Euro 105.2 million, an increase compared to Euro 100.8 million as of April 30, 2023, mainly due to the profit for the year, net of dividends distributed in September 2023 in the amount of Euro 15.5 million and the purchase of treasury shares made during the year in the amount of approximately Euro 9.0 million.

Net Financial Position

(Euro thousands) 04/30/2024 04/30/2023 Change 24/23
Liquidity (675) (1,335) 660
Current financial receivables and short-term securities (800) (800)
Current loans
Current Net Financial Position (1,475) (1,335) (140)
Non-current loans
Non-current Net Financial Position
Net Financial Position (1,475) (1,335) (140)
Financial liabilities rights of use IFRS 16 533 366 167
Payables and commitments with minority shareholders for equity investments 36 45 (9)
Total Net Financial Position Reported (906) (924) 18
  1. Non-financial statement

  2. Consolidated financial statements 6. Separate financial

as of April 30, 2024 statements as of April 30, 2024

3.4. Key sustainability performance

Sustainability Indicators

Environmental Performance Indicators10 04/30/2024 04/30/2023 04/30/2022 04/30/2021
Energy Consumption (GJ) 105,854 93,397 90,344 75,334
- Electricity purchased (GJ) 36,795 32,016 33,011 28,443
- Natural gas (GJ) 6,263 6,376 6,253 7,057
- Diesel for generators (GJ) 208 206 106 120
- Fuel consumption (GJ) 66,466 59,491 54,711 40,617
- Self-generated electricity from renewable sources (GJ) (3,877) (4,691) (3,737) (903)
Scope 1 GHG emissions (tCO2
)
5,269 4,780 4,397 3,393
- Natural gas (tCO2
)
352 358 351 397
- Diesel for generators (tCO2
)
15 15 8 9
- Fuel consumption (tCO2
)
4,902 4,407 4,038 2,987
Scope 2 market-based GHG emissions (tCO2
)
458 648 768
Scope 1 + Scope 2 GHG emissions (tCO2
)
5,728 5,429 5,165 3,392
Emissions per capita (tCO2)11 1.07 1.22 1.36 1.99
Total electricity consumed (kWh) 11,297,422 10,196,090 10,207,630 7,900,912
- of which from low-impact renewable sources (kWh) 8,662,825 8,266,123 7,921,934
- self-generated energy from renewable sources (kWh) 1,076,587 1,302,765 1,037,902 250,773
Natural gas (smc) 174,391 180,707 177,266 200,011
Diesel for generators (litres) 5,661 5,610 2,890 3,280
Water withdrawals (Megalitres12) 34.68 28.90 26.37 30.73
- of which from water-stressed areas 5.2 18.30 18.28 22.09
Total waste (t) 128 135 157 326
Total waste per capita (t) 0.02 0.03 0.04 0.11
Net Economic Value Generated 457,826 383,913 314,898 250,18
Retained Value 67,563 74,722 64,674 42,138
Distributed Value 390,263 309,191 250,255 208,042
Of which remuneration of Human Resources 298,659 238,426 197,163 162,972
Of which remuneration of the Public Administration 40,016 39,312 31,750 26,378
Of which remuneration of Shareholders (*) 15,495 15,495 13,946 13,171

(*) determined on the basis of the proposed allocation of the 2024 annual result submitted to the Shareholders' Meeting on August 28, 2024 (August 29, on second call).

12 1 Megalitre equals 1,000 cubic metresi

10 Compared to the previous year, the group's HR perimeter as of April 30, 2024 increased by 21.0% and revenue increased by 10.4%

11 GHG emissions Scope 1 + Scope 2 market-based (tCO2) / average workforce

3.4.1. Environment

The Sesa Group considers it important to provide complete and transparent information for the benefit of stakeholders regarding its environmental performance.

ENERGY, WATER AND NATURAL GAS CONSUMPTION

In the financial year ended April 30, 2024, in which the Sesa Group increased its human resources by 21% and revenues by more than 10% compared to the previous year, with an expansion of both domestic and European locations, electricity and natural gas consumption amounted to 43,058 GJ with an increase of 12.2% Y/Y, recording however a significant reduction in CO2 emissions per capita (-12.3% Y/Y) and in the energy intensity index (consumption in GJ/average human resources) equal to 5.7%, with self-production of energy from renewable sources that again this year allowed more than 360 tonnes of emissions to be avoided.

The Group's greenhouse gas emissions are those of an officebased organisation, resulting from the use of fossil fuels for heating, the purchase of electricity produced by third parties, which are on the whole limited and related to traditional assets, such as electrical and thermal plants.

The main consumption arises from the use of electricity for offices and the data centre (with an energy requirement of 2,010,547 kWh in the year ended April 30, 2024, fully covered by 100% green energy) and technological and IT equipment, building heating and fuel for company cars. The Group considers it important to monitor greenhouse gas and other emissions in order to pursue a progressive reduction of its carbon footprint.

ELECTRICITY

As far as electricity consumption is concerned, a total of 11.3 million kWh (+10.8% Y/Y), was used as of April 30, 2024, with green and self-produced energy accounting for 95% of the total (compared to the 92% of the previous year). Electricity consumption is increasing due to the growth of the workforce, the expansion of the premises used for office purposes, and of the companies included in the consolidation area. There has been a significant reduction in the "kWh per capita" index (average annual electricity consumption per person, measured in kilowatt hours) from 2,296 kWh to 2,116 kWh (-7.9% Y/Y).

At the Empoli Technological hub and at the offices of the companies P.M. Service, Di.Tech, BDS, Altinia Distribuzione and Base Digital Management, in particular, photovoltaic systems are operating with an annual production of over 1.1 million kWh as of April 30, 2024 (-17% Y/Y). Production has declined due to the extraordinary expansion works at the Empoli Technological Hub, which have caused a partial interruption of the facilities. We calculate greenhouse gas emissions according to the GHG Protocol reporting standard by applying both methods: marketbased and location-based.

The market-based method applies zero emission factors for purchases of electricity from renewable sources. The locationbased method, on the other hand, applies emission factors equal to the national average.

Electricity consumption13

04/30/2024 04/30/2023 04/30/2022
kWh 11,297,422 10,196,090 10,207,630
GJ 36,795 32,016 33,011
tCO2
Scope 2 Location-based
3,796 3,426 3,430
tCO2
Scope 2 Market-based
458 648 768
  1. The calculation of indirect GHG emissions from energy consumption (scope 2) was carried out by means of an emission coefficient for electricity taken from the document "International comparisons" prepared by Terna, equal to 0.336 kg CO2/kWh

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

Electricity consumption13

04/30/2024 04/30/2023 04/30/2022
Self-production of electricity
avoided - Scope 2
tCO2
362 438 349
Total (kWh) 1,076,587 1,302,765 1,037,902
Total (GJ) 3,877 4,691 3,736

Natural gas consumption14

04/30/2024 04/30/2023 04/30/2022
tCO2
- Scope 1
352 358 352
Smc 177,510 180,707 177,266
GJ 6,263 6,375 6,254

NATURAL GAS

As regards the consumption of natural gas, used only in heating systems, a total of 352 tonnes of CO2 were produced as of April 30, 2024, compared to 358 tonnes in the previous year (-2% Y/Y) and 352 tonnes as of April 30, 2022. There is a noticeable yearover-year decrease in consumption as a result of efficiency actions at the Group's locations and, in particular, the replacement of heat generators and cooling units at the Empoli and Milan Technological Hubs have been highlighted.

DIESEL FOR GENERATORS

The consumption of diesel for generators increased from 5,610 litres as of April 30, 2023 to 5,661 litres as of April 30, 2024. The use of generators (with almost stable Y/Y consumption) ensures the operational continuity of the Data Centres in case of necessity or during periodic operational tests (certifications and quality audits).

Diesel consumption for generators

04/30/2024 04/30/2023 04/30/2022
tCO2
- Scope 1
15,25 15,11 7,78
litri 5,661 5,610 2,890
GJ 208 206 105

FUEL CONSUMPTION BY GROUP FLEET

During the year, work continued on modernising the Group's fleet on the basis of "green" criteria, with the progressive adoption of vehicles with a reduced environmental impact and the use of collaboration tools to reduce travel between Group offices. The installation of spaces for recharging electric cars at the Group's company headquarters also continues. As of April 30, 2024, the Sesa Group used 66,466 GJ of fuel, compared to 59,491 GJ in the previous year, with a growth that reflects the expansion of the operating scope. However, the per capita consumption index (fuel consumption in GJ/average resources) decreased from 13.40 in FY2023 to 12.45 in FY2024 (-7.1%) and the per capita emissions index decreased by 7.5% (0.92 tCO2 compared to 0.99 tCO2 in the previous year), thanks to the aforementioned progressive adoption of a fleet of cars with a reduced environmental impact, as well as sustainable mobility measures to encourage the use of public transport.

  1. For the emissions of greenhouse (gas scope 1), deriving from the consumption of natural gas, diesel for power generators and fuel for the vehicle fleet (methane, diesel, petrol and LPG) were used emission coefficients in the table of national standard parameters of the Ministry of the Environment, updated to 2021

Fuel consumption by type (GJ)

04/30/2024 04/30/2023 04/30/2022
Total consumption 66,466 59,491 54,711
Petrol 10,478 6,093 3,285
Diesel 55,857 53,308 51,218
Methane 99 72 171
LPG 32 18 37

Fuel consumption by type (tCO2 )

04/30/2024 04/30/2023 04/30/2022
Total consumption 4,902 4,391 4,038
Petrol 766 445 240
Diesel 4,129 3,940 3,786
Methane 6 4 10
LPG 2 1 2

WATER CONSUMPTION

The Group's water consumption refers exclusively to the hygienic and sanitary use of water by the various sites of the Group companies and to the technological uses by the same, such as air-conditioning and fire-fighting systems. Following the increase in the number of consolidated companies and the Group's scope both in terms of revenue (+10.4% Y/Y) and human resources (+21% Y/Y), there has been a noted increase in water consumption compared to the previous year. During the fiscal year, the Group continued efficiency measures to minimize possible water losses from the systems and conducted internal awareness campaigns to promote the responsible use of natural resources. Regarding the type of water withdrawn (100% of water withdrawals come from the aqueduct), all water consumption falls into the category of fresh water with ≤1,000 mg/l of total dissolved solids.

Water withdrawals

04/30/2024 04/30/2023 04/30/2022
Total (Cubic Metres) 34,677 28,905 26,374
Total (Mega Litres) 34.7 28.9 26.4
Withdrawal from water-stressed areas (Mega Litres) 5.2 18.3 18.3
% of total withdrawals 15% 63% 69%

WATER STRESS

Water stress refers to the ability to meet the demand for water, both from humans and from ecosystems as a whole, and thus to the availability, quality, and accessibility of water. As a tool for assessing water stress areas, reference was made to the World Resources Institute's Aqueduct Water Risk Atlas (https://www.wri.org/aqueduct) which identifies the water stress level of the Sesa reference area.

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements 6. Separate financial

as of April 30, 2024

statements as of

April 30, 2024

WASTE

Municipal solid waste is managed by the public collection service and its quantity and method of disposal cannot be determined. Waste of paper and cardboard, plastic, wood and discarded electronic equipment are considered "special" and therefore treated with specific methods and recorded. As of April 30, 2024, 128 tonnes of this waste were produced by the Group, decreasing compared to the previous year (-4.7% Y/Y). This decrease is due to the progressive adoption of management policies and procedures envisaged by ISO 14001 Environmental Certification. In relation to the average number of human resources, the per capita consumption of waste is significantly reduced from 0.03 tonnes as of April 30, 2023 to 0.02 tonnes per employee as of April 30, 2024 (-21% Y/Y).

Waste generated by type (Tonnes)

04/30/2024 04/30/2023 04/30/2022
Total 128 135 157
Paper and cardboard 45 52 75
Wood and pallets 25 32 41
Plastic 8 8 11
Other types:
WEEE 35 35 29
Mixed waste 0 0.3 1
Toner 1 0.3 1
Hazardous waste 8 7 0
Other waste 7 0 0

  1. Total waste / average workforce

3.4.2. People

Breakdown of Human Capital

04/30/2024 04/30/2023 04/30/2022
Totale Risorse Umane 5,691 4,717 4,163
- Men 3,886 3,204 2,821
- Women 1,805 1,513 1,342
Total recruitment 1,008 760 607
Total terminations16 425 379 361
Incoming turnover 17.7% 16.4% 14.9%

Job classification and gender

04/30/2024 04/30/2023 04/30/2022
Dirigenti 70 49 46
Quadri 479 457 372
Impiegati 4,962 4,028 3,547
Operai 119 91 98
Tirocinanti 61 92 100
Totale 5,691 4,717 4,163

Other indicators

Average workforce in the year 5,339 4,440 3,802
Payroll costs 298,659 238,426 197,673
Average cost per employee 55.9 53.7 52.0
Percentage of permanent employees 98% 98% 99%

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

The Sesa Group promotes programmes and activities to develop professionalism and diversity, while improving the well-being and quality of working life of its human resources. Distinctive values such as integrity, fairness, attention to people, inclusion and sustainability guide the Group's strategy. As of April 30, 2024, the number of collaborators of the Group reached a total of 5,691 (employees and trainees of the companies included in the scope of consolidation), with an increase of 974 employees (+21% Y/Y) compared to the previous year. This confirms the long-term growth and development trend that has characterised the Sesa Group since its establishment.

16. A total of 425 terminations, of which 120 involved women and 305 men, occurred during the financial year due to voluntary resignations. Of the total terminations, 38% were of resources under the age of 30, 47% between the ages of 31 and 50 and 15% of over the age of 50. Of the total terminations, 59% involved resources based in Northern Italy, 27% in Central Italy, 1% in Southern Italy and 13% abroad.

  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

The Group promotes the growth of its people through professional development and long-term retention paths (training, career path, work-life balance initiatives and corporate welfare), implementing a policy of permanent hiring of its resources which, as of April 30, 2024, represented 98% of the total workforce, selected through targeted hiring plans mainly of young high-school and university graduates. During the financial year ended April 30, 2024, an outgoing turnover rate of about 7% was recorded. The figure is extremely positive when compared to the averages for the sector in which the Group operates, which has a structural situation of professional shortages and a mobility of human resources well above the national average, testifying to the effectiveness and quality of the personnel management and retention processes implemented by the Group. Incoming turnover is also on the rise, with a ratio of new recruits to leavers of 2.38, benefiting from a total of 1,013 new resource entries through internal hiring during the year.

OCCUPATIONAL HEALTH AND SAFETY PROGRAMMES

Health and Safety

04/30/2024 04/30/2023 04/30/2022
Total accidents 24 17 17
- Men 16 10 10
- Women 8 7 7
Rate of accidents at work* 2.83 2.28 2.71
Severity index** 0.05 0.04 0.01
Absenteeism (accidents, illness, parental leave)
- Absenteeism rate*** 2.83% 2.80% 2.72%
- Rate of recordable accidents at work**** 2.83 2.28 2.71

* Rate of accidents at work calculated as the ratio (no. of accidents/no. of hours worked) x 1,000,000; there were 20 commuting accidents and 4 minor accidents at work during the financial year. No fatalities were recorded in the financial year

** The severity index is calculated as ratio (no. of days lost due to accident /no. of work hours) x 1,000

*** Absenteeism rate is calculated by dividing the total number of hours of absence by the number of work hours

**** Rate of recordable accidents at work calculated as the ratio of the number of recordable accidents at work to hours worked during the Financial Year

Maternity and paternity leave

04/30/2024 04/30/2023 04/30/2022
Men Women Men Women Men Women
Parental leave 118 127 72 56 80 98
Return after parental leave 115 121 71 54 80 98
Return rate 97% 95% 99% 96% 100% 100%
Post-parental leave retention rate* 92% 91% 94% 98% 85% 97%

* The retention rate refers to the number of employees who continue to work at the company 12 months after taking parental

The well-being, health and safety of human resources are among the top priorities of the Sesa Group. A team of specialised resources (HR Team, RSPP, Medical Officer, RLS, Emergency Operators) is responsible for ensuring a safe working environment that complies with current regulations, defining guidelines, coordinating monitoring activities and, where necessary, programmes to improve safety conditions.

A small number of accidents were recorded during FY 2024, almost all of which occurred while commuting between home and work, and they were all minor. The absenteeism rate is 2.32% (calculated based on the hours of absence excluding holiday and leave).

Sesa actively supports resources who experience parenthood, guaranteeing full use of the leave provided by law and offering targeted Welfare services and initiatives. As of April 30, 2024, 245 Group employees had taken parental leave, 7.1% of the female workforce and 3.0% of the male workforce, respectively.

COMPOSIZIONE DEL CAPITALE UMANO

04/30/2024 04/30/2023 04/30/2022
Total Human Resources 5,691 4,717 4,163
Gender n % n % n %
Men (%) 3,886 68% 3,204 68% 2,821 68%
Women (%) 1,805 32% 1,513 32% 1,342 32%
Geographic area
Northern Italy 2,990 52% 2,372 50% 2,047 49%
Central Italy 2,034 36% 1,894 40% 1,766 42%
Southern Italy 120 2% 130 3% 69 2%
Abroad 547 10% 321 7% 281 7%
Age
≥ 21-30 ≤ 1,357 24% 1,069 23% 900 22%
≥ 31-50 ≤ 2,745 48% 2,310 49% 2,165 52%
> 50 1,589 28% 2,338 28% 1,098 26%

The Group's strategy is based on developing the diversity of its human capital and a distributed territorial presence, with physical presence in major Italian cities and a strong presence in the Empoli technology hub, its main operational headquarters. There are also foreign branches in various countries, including Germany, Austria, Spain, France, Switzerland and Romania with over 550 employees.

The Group promotes the intergenerational integration of its resources: as of April 30, 2024, personnel under 50 years of age made up 72% of the workforce, and those under 30 years of age 24% (up further from the 23% recorded as of April 30, 2023). The Group's average length of service is 8.4 years, an extremely positive figure when compared to the business segment in which the Group operates, which is subject to strong mobility and professional shortages.

As of April 30, 2024, female employment constituted a significant component, amounting to 32% of the total workforce, thanks to the Group's growing commitment to gender equality policies, in a sector with technical-scientific professions that traditionally present a structural shortage of female resources.

The Group has also invested in welcoming disabled staff into its work structures, mainly with permanent contracts. To promote the integration of workers belonging to protected categories, multi-year recruitment and integration programmes have been defined and are implemented in continuous cooperation with the institutional bodies in charge of targeted employment. As of April 30, 2024, the number of Group company employees belonging to protected categories is 156.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

Diversity, equity and inclusion (DEI) are core values for the Group. A heterogeneous team is better able to understand and respond to the needs of an ever-changing global market. Diversity encourages discussion, stimulates innovation and leads to more thoughtful and inclusive decisions. The ultimate goal is to develop a corporate culture in which every individual feels they are part of a common project, recognised and valued for their unique contribution.

In FY 2024, the Group invested in training activities in the areas of Diversity, Equity and Inclusion, setting up a DEI Community with the task of disseminating good practices, the Group's culture and values, and promoting initiatives dedicated to human resources.

The Group's remuneration system is defined in such a way as to attract, motivate and retain people with the professional skills required by the business. It is based on the principles of ethics, equal opportunities, and meritocracy. The definition of remuneration takes into account specific criteria, including the characteristics of the role and responsibilities assigned, the distinctive skills of the people and the comparison with the external market.

The remuneration policy consists of four macro-groups: fixed remuneration, variable remuneration, benefits and welfare. The fixed component takes into account the scope and strategic nature of the role held and is modulated on the trend of the reference markets, with periodic reviews aimed at

ensuring the competitiveness of remuneration and staff retention. In this sense, multi-year career and training plans are also launched, particularly for younger resources with high potential, with growth targets correlated to the progressive development of professional skills.

Variable remuneration is linked to pre-determined qualitative and quantitative performance targets that are measurable and consistent with the Group's strategic objectives, aimed at promoting sustainable growth with the inclusion from 2021, in the MBOs of the Group's key figures, of ESG objectives such as those of organisational climate, human capital satisfaction and environmental sustainability. There is also a comprehensive benefits and welfare plan that includes services, initiatives and work-life balance programmes for the benefit of the Group's employees and their families.

The gender pay ratio, i.e., the ratio of women's fixed and variable wages to men's expressed in percentage points, shows positive indices that are below the European averages, despite the fact that the business sector in which the Group operates has historically been characterised by technical and scientific professions with significant male gender quotas as well as the large number of new companies that have joined the Group in the last financial year, with sustainability indices progressively aligned with the Group's gender pay gap salary policies.

Gender pay ratio*

Fixed remuneration Total remuneration
Executives 82% 83%
Middle management 93% 90%
Office staff 92% 91%
Blue collars 89% 85%

* The gender pay ratio was calculated for the Italian perimeter, excluding the foreign companies

HIRING PROGRAMMES

Recruitment by area and age bracket

04/30/2024 04/30/2023 04/30/2022
Total recruitment 1,008 760 607
- Men 726 538 427
- Women 282 222 180
Age group (n)
≥ 21-30 ≤ 519 405 283
≥ 31-50 ≤ 383 290 252
> 50 106 65 72

Tasso di Turnover in entrata

04/30/2024 04/30/2023 04/30/2022
Total recruitment 1,008 760 607
Total employees 5,691 4,717 4,163
% Incoming Turnover Rate 17.80% 16.43% 14.94%
% Men 18.94% 17.12% 15.44%
% Women 15.96% 14.98% 13.88%

Age group (%)

≥ 21-30 ≤ 39.95% 41.45% 35.38%
≥ 31-50 ≤ 13.97% 12.55% 11.64%
> 50 6.67% 4.86% 6.56%

The Sesa Group has always been strongly committed to attracting and identifying talented people who stand out for their technical skills, passion, dynamism and propensity for innovation in tune with the Group's values.

The Group's strategy aims to retain resources with permanent contracts, which account for 98% of the total workforce, and to recruit young graduates through training courses in the areas with greatest development potential.

The Group's ability to attract talented people is also reflected in the growth of the workforce recorded during the last fiscal year, with a total of 1,008 new hires. Of these, about 52% are young resources under 30, mostly based in Central and Northern Italy.

The personnel recruitment and selection programme is implemented through:

  • collaborations with the best Professional Schools, Universities and Business Schools, with which the Group has well-established relationships, which include internships for students or recent graduates, development of projects and degree theses;
  • participation in Career Days and University events;
  • social communication plans using the main talent acquisition tools, including LinkedIn and leading job sites for the sector;
  • events at the Group's main offices, aimed at presenting job and professional growth opportunities for young;
  • academies with a specific focus on the most specialised areas of the IT sector;

  • Non-financial statement

  • Consolidated financial statements as of April 30, 2024

  • Separate financial statements as of

April 30, 2024

• collaboration with local secondary education institutions by participating in School-Work Alternation programmes.

In December 2021, Sesa contributed to the establishment of the ITS Prodigi Academy Foundation, a reference body within the higher technical training system in the digital sphere. The Foundation's main goal is the training of higher technicians capable of overseeing the main strategic functions of digital companies and services. In this way, the training provided, characterised by highly specialised post-diploma technological excellence, provides an answer to the mismatch of professionalism that is particularly relevant in the IT sector. It does so by involving companies, from the design of the courses to the provision of training, with the contribution of highly specialised company personnel and equipment and spaces, through to the internship experience that represents a practical test of the knowledge learnt in the classroom. The occupational impact of the ITS pathways is very high, with a placement rate of almost 100% of the students who receive training and who, as was also the case for Sesa, end their internship experience with placement in the company.

The headquarters of ITS Prodigi Academy is located at the Polo Tecnologico di Empoli with additional sites in Pisa and Arezzo. Six Technical Specialisation Courses have been planned for 2024-2026 with the aim of training approximately 150 student graduates in the areas of: Cloud Security Specialist, Full stack integrator II, AI Specialist Developer, Software Developer For Web Applications, AI Specialist and System CyberSecurity.

Sesa will continue the collaboration, under the terms described above, also for the training years to come, also assessing new ways to spread awareness of the reality of the ITS Academy. The Group offers numerous internship opportunities every year, giving young people with potential the chance to get to know the company and gain training experience, also through participation in school-work alternation schemes. As of April 30, 2024, 61 internships were active, including curricular and extra-curricular internships.

The total number of apprentices in vocational training and development courses increased to 488 as of April 30, 2024.

HUMAN RESOURCES TRAINING

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

Training
Number of trained employees 04/30/2024 04/30/2023 04/30/2022
Compulsory training and Compliance 4,309 2,327 1,716
Training in basic and transversal skills 750 687 478
Technical training 1,359 931 1,247
Training hours
Total 97,981 69,511 60,907
Compulsory training and Compliance 25,943 14,930 11,225
Training in basic and transversal skills 21,674 12,621 16,262
Technical training 50,364 41,960 33,420

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

CORPORATE WELFARE AS A MEANS FOR SUSTAINABILITY AND WORK-LIFE BALANCE

The Group has been committed for over 10 years to identifying concrete initiatives aimed at promoting and increasing the individual and family wellbeing of workers through an articulated Welfare Plan. In perfect alignment with the Sesa Group's mission, principles and core values, the plan offers a range of services and programmes aimed at improving the quality of life, the work-life balance and the well-being, not only of workers, but also of their families and the communities in which they live.

The new welfare plan for 2023-24, further strengthened compared to that of the previous year, provided

a further boost to people's well-being, health and quality of life, with a renewed focus on parenthood, education, sustainability and wellbeing, and new initiatives for young people.

• Diversity and parenthood: economic support when children are born, subsidies for babysitting services, pedagogy, daycare (at the Empoli location access to the Sesa Baby company crèche); subsidies for enrollment in summer schools; scholarships for the purchase of school books and IT tools for children; economic support for healthcare and social assistance for family members with disabilities.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

  • • Well-being and education: flexible benefits to supplement food shopping, for sports activities, culture, well-being and parenting services; contributions for the purchase of IT tools; support for housing mobility; scholarships for attendance of university and for the purchase of textbooks; international education and Erasmus programmes; health packages for the reimbursement of healthcare and diagnostic expenses or medicines.
  • • Environmental sustainability: contributions dedicated to the sustainable mobility of human resources for the use of public and electric transport and E-Car Sharing programmes aimed at reducing the consumption of natural resources.
  • • Work-life balance: solidarity and people caring for the wellbeing and health of human resources; company microcredit programmes for access to subsidised loans; psychology and counselling helpdesk available free of

charge; health packages for the reimbursement of healthcare expenses; well-being programmes and sports activities also via digital platforms.

All welfare programmes are available to the Group's resources through access to a digital and dedicated portal that allows the selection of initiatives.

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

Sesa Group Welfare Plan

Number of interventions 04/30/2024 04/30/2023 04/30/2022
Total 15,550 10,917 7,996
- Provisions 6,890 3,271 1,965
- Flexible Benefits 8,069 7,529 5,951
- Crèche 591 117 80

Significant support for the Group's welfare programmes is provided by the Sesa Foundation, a non-profit organisation set up by Sesa's founding partners in 2014 with the aim of creating a structure dedicated to social solidarity and philanthropy activities in the territories where Sesa Group companies operate.

The following section of this report provides a detailed illustration of some of the main initiatives promoted by the Sesa Foundation in the year ended 30 April 2024.

Sesa Baby, company crèche inside the Empoli Technological Hub

3.4.3. Community

SOCIAL RESPONSIBILITY

Sesa, partly through the Foundation that bears its name, promotes social initiatives and projects. For Sesa it is important to pay attention to people and social needs. The development of activities with social aims is the common heritage of the entire Group. Sesa also contributes to the promotion and dissemination of digital skills throughout the country, through constant cooperation with local institutions: schools, universities, and economic and third sector organisations.

THE SESA FOUNDATION

The Sesa Foundation is a non-profit third sector organisation based in Empoli whose aim is to carry out social solidarity activities mainly in the field of education, scientific research, social and healthcare. Within the scope of its institutional purposes, the Foundation:

  • promotes and organises seminars, training courses, events, conferences, study meetings, round tables, and more generally scientific and educational initiatives;
  • promotes and encourages the education and instruction of young people in particular in the region, also by means of scholarships and/or donations;
  • carries out charitable activities in favour of economically disadvantaged social categories;
  • promotes welfare initiatives and activities, including those relating to health care, aimed at contributing particularly to the well-being of the Sesa Group's human resources.

ACTIVITIES DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 20223

Numerous initiatives and activities were carried out in 2023 (reporting year January - December 2023) in line with the Group' s institutional aims.

(i) The Foundation's own projects; (ii) Projects carried out at the suggestion of local organisations or entities.

The most significant donations made by the Sesa Foundation are briefly outlined below:

  • • "Umberto Veronesi Foundation" Project: Umberto Veronesi Foundation' Project: donation to promote oncological scientific research of excellence and projects for prevention, health education and scientific outreach.
  • "ANT Foundation" Project: donation for free specialist home assistance to cancer patients and support for oncological prevention.
  • • "Tuscany and Emilia Romagna Flood Fundraising" Project: fundraising to help people affected by the floods in Tuscany and Emilia Romagna.
  • • "The Heart of Empoli for Neurology" Project: donation to the Santa Maria Nuova Foundation to pursue a programme to support the needs of the Azienda USL Toscana Centro and its 13 hospitals. Specifically, it was to support the purchase of an ultrasound scanner for the Neurology SOC of the S. Giuseppe of Empoli. The acquisition of the machine will enable more accurate and complete diagnoses to the benefit of patients.
  • • "Freschissimo" Project: participation in the Misericordia di Empoli fundraising for the purchase of a vehicle to transport food and fresh meals to be distributed to canteens, shelters for the needy and to support families in difficulty.
  • • "We care Empoli" Project: participation in fundraising in favour of the Emporio Solidale (Solidarity Emporium), born from the collaboration between the Municipality of Empoli, the Empolese Valdarno Valdelsa Health Society and local associations, a space accessible to people in situations of socio-economic hardship using a special card to "purchase" food and household products, completely free of charge.
  • • "Un passo per te" Project: donation to the University of Pisa's Foundation "Un Passo per Te" (A Step for You) to promote research into neuromuscular diseases and improve the quality of life of patients affected by them.

  • Non-financial statement

  • Consolidated financial statements as of April 30, 2024

  • Separate financial statements as of April 30, 2024

The 2024 business plan of the Sesa Foundation envisages the reinforcement of programmes in the areas of philanthropy, support to local communities and the Sesa Group's welfare plan. In particular, the following areas of intervention have been confirmed:

  • • philanthropy and social solidarity: support for associations in the area that turn to the Foundation, paying particular attention to the social inclusion of weaker and disadvantaged groups;
  • • art and cultural initiatives in the area: support for cultural activities and events in the area and enhancement of the historical, artistic and environmental heritage for the growth of the community.
  • The following was confirmed also for the year 2024: initiatives and projects in the social and health sector directly aimed at supporting weaker groups;
  • social inclusion projects to promote the involvement of the disadvantaged;
  • research projects in the health and welfare sector;
  • contributions for the organisation and operation of the Sesa Baby company crèche located within the Empoli technological hub, with daycare for over 30 children, offered as part of the Group's welfare plan for employees' children;
  • support for micro-credit programmes made available to the group's employees.

3.5. ESG indices, objectives, and targets

The growing importance of non-financial aspects in the definition of corporate strategies, the consideration that investors place on ESG issues in their investment choices, as well as the interest of all stakeholders in the Company's modus operandi in the context that surrounds it, drive Sesa to systematically and transparently measure its impact on the environment and communities. Already equipped with a sustainable development model for years and committed to reducing its impacts through sustainability projects and initiatives, Sesa has decided to strengthen and further integrate sustainability into its business through the definition of KPIs and specific targets belonging to the environmental sphere (natural gas emissions, energy savings, green innovation, soil and biodiversity protection), social sphere (welfare, employee engagement, safety, gender diversity, responsible and sustainable supply chain, local communities) and governance sphere (governance structure and its functioning, infrastructure reliability, anticorruption, sustainable finance).

ESG Indices

Unit of measure 04/30/2024 04/30/2023 04/30/2022 Change 24/23
Energy Intensity Index17 GJ/€ million 32.97 32.13 37.80 2.60%
Per-capita Energy Intensity Index18 GJ/HR 19.83 21.04 23.76 -12.30%
Carbon Intensity19 tCO2
/€ million
1.78 1.87 2.16 -4.48%
Emissions per-capita20 tCO2
/HR
1.07 1.22 1.36 -12.30%
Scope 1 emissions per-capita21 tCO2
/HR
0.99 1.07 1.16 -8.30%
Scope 2 market-based emissions per-capita22 tCO2
/HR
0.09 0.15 0.20 -41.30%
Energy consumptions pre-capita23 kWh/HR 2,116 2,296 2,685 -7.90%
Water withdrawals per-capita24 litres/HR 6.50 6.51 6.94 -0.20%
Waste per-capita25 t/HR 0.02 0.03 0.04 -20.80%
Open-ended contracts HR 5,518 4,538 3,999 12.05%
Welfare interventions Number of interventions 15,550 10,918 7,996 42.42%
Training Number of training hours 97,981 69,511 60,907 40.96%

) Training hours

  1. Energy consumption (electricity and natural gas) / Group revenues

  2. Energy consumption (electricity and natural gas) in GJ / Average workforce

  3. (Scope 1 + Scope 2 market-based GHG emissions) / Group revenues

  4. (Scope 1 + Scope 2 market-based GHG emissions) / Average workforce 21. Scope 1 GHG emissions / Average workforce

    1. Scope 2 GHG emissions market-based / Average workforce
    1. Electricity consumption / Average workforce
    1. Water withdrawals / Average workforce
  5. Waste produced / Average workforce

  6. Non-financial statement

  7. Consolidated financial statements as of April 30, 2024

  8. Separate financial statements as of April 30, 2024

To this end, quantitative ESG targets were jointly defined, which will give greater consistency to the Group's commitment in the short and medium term by integrating ESG and Corporate Social Responsibility objectives into industrial and financial strategies.

The targets were defined with the contribution of the main corporate functions and with the guidance of the Group's management. A shared path that ended in their approval by the Sustainability Steering Committee and the Board of Directors on the occasion of the approval of this Integrated Annual Report. The targets cover the main ESG areas and so refer to environmental, social and governance aspects.

ESG Target

KPI TARGET
2024 (Y/Y)
RESULTS
FY 2024
TARGET
2025 (Y/Y)
Per-capita Energy Intensity Index (consumptions in GJ/HRs) -2% -6% -2%
Energy consumptions 100% renewable, low-impact energy supply >90% (threshold) 94% >90% (threshold)
Per-capita emissions (tCO2) -2% -12% -2%
Scope 1 emissions per-capita -2% -8% -2%
Emissions Scope 2 emissions per-capita -2% -41% -2%
Waste kg waste produced/HR -5% -21% -5%
Responsible supply chain % suppliers subject to self-evaluation >60% (threshold) 70% >60% (threshold)
Relationship with local communities Amount of donations in euro (Sesa Foundation) +10% +10% +10%
Number of permanent human resources +5% +12% +2%
Occupation % incoming turnover >10% (threshold) 16% >8% (threshold)
% outgoing turnover <10% (threshold) 8% <12% (threshold)
Bonuses paid in Euro/HR +5% +15% +5%
Corporate welfare Number of welfare/HR interventions +5% +17% +5%
Development of skills Hours dedicated to training +10% +14% +2%
and staff training Number of Employees trained +10% +15% +2%
Equal opportunities and diversity % woman of total HR >30% (threshold) 32% >30% (threshold)
Staff health and safety Accident Severity Index 0,05 (threshold) 0,05 0,05 (threshold)
Protection of Human Rights Number of reports arising from the whistleblowing system Maintain at 0 0 Maintain at 0
Ethics, compliance, anti-corruption % HR trained on Code of Ethics/Anti-Corruption Programme +10% +15% +5%

Our commitments focus on a number of priority areas, and have been broken down into qualitative and quantitative targets that can be measured over time, including:

  • • equal opportunities: ensuring fair gender representation and equality of opportunity;
  • • reduction of direct environmental impact: reduction of CO2 emissions and waste generation;
  • • contribution to economic growth: development of employment and generated value for all stakeholders;
  • • support for local communities: responsible relationship with the local communities in which Group companies operate.

The Group's commitment to sustainability has been realised through the integration of qualitative and quantitative ESG targets into the incentive plans of the top management of Group companies.

3.6. European taxonomy for environmentally sustainable activities

INTRODUCTION

Regulation (EU) on the new European Taxonomy 2020/852 (hereinafter also referred to as the "Regulation," "Taxonomy," or "European Taxonomy") came into force on July 12, 2020 with the aim of defining a framework for the classification of economic activities defined as sustainable. The European Commission has defined a specific classification system to identify environmentally sustainable economic activities as an enabling factor to support sustainable investments and to adopt the European Green Deal. By providing appropriate information about economic activities that can be considered environmentally sustainable, the aim is to strengthen investor security and transparency, protect private investors from greenwashing, support companies in planning the transition, mitigate market fragmentation and, finally, close the sustainable investment gap.

The Regulation introduces a unique EU-wide classification system for identifying eco-sustainable economic activities.

The regulations state that to determine whether or not an activity is eco-sustainable, it must contribute to the achievement of one or more of the following six environmental goals: (i) mitigation of climate change,(ii) adaptation to climate change, (iii) sustainable use and protection of water and marine resources, (iv) transition to a circular economy, (v) prevention and reduction of pollution, and(vi) protection and restoration of biodiversity and ecosystems

An economic activity is defined as environmentally sustainable if: (i) it contributes substantially to the achievement of one or more of the six environmental objectives, (ii) it does not cause significant harm to any of the environmental objectives (Do No Significant Harm - DNSH), and (iii) it is carried out in compliance with minimum safeguards.

In July 2018, the European Commission set up a Technical Expert Group (TEG) on sustainable finance with the aim of developing recommendations for defining technical screening criteria for economic activities that can contribute substantially

to climate change mitigation or adaptation without creating significant damage to the other four environmental goals. Based on input from the TEG and a wide range of stakeholders and institutions, the Taxonomy Regulation was published in the Official Journal of the European Union on June 22, 2020 and entered into force on July 12 of the same year.

As of January 2022, companies subject to the obligation to publish a consolidated non-financial statement (DNF) must disclose the proportion of their revenue, capital expenditure (Capex) and operating expenditure (Opex) that qualifies as environmentally sustainable. The Taxonomy Regulation also empowers the European Commission to adopt delegated acts and acts specifying how competent authorities and market operators are to comply with the requirements of the regulation.

Sesa welcomed the development of the EU Taxonomy, as it will provide a common language for all stakeholders, with a particular focus on the decarbonisation of the European economy by 2050. Specifically, the Taxonomy currently identifies 13 sectors that include a total of over 100 economic activities, 86 of which can make a substantial contribution to both the climate change mitigation and adaptation goals, eight to mitigation only, and 15 to adaptation only. In relation to the financial year ended April 30, 2024, non-financial enterprises subject to the Regulations, such as Sesa, are required to publish a disclosure of their eligible and taxonomy-aligned economic activities, with reference to the first two climate goals, and the quantitative economic performance indicators (KPIs) i.e., the shares of turnover, capital expenditures (CapEx), and operating expenditures (OpEx)-attributable to them.

ELIGIBILITY ANALYSIS AND ALIGNMENT

In line with the work begun in the previous financial year, for the year ended April 30, 2024, Sesa updated the eligibility analysis aimed at determining the activities exercised by the Group that match those listed and described in Annexes I and II of the Climate Delegated Act - dedicated to climate mitigation and adaptation goals, respectively. The company also analysed any eligible activities with reference to CapEx (Annex 1 of Delegated Regulation (EU) 2021/2178, par. 1.1.2.2 point (c)) and OpEx (Annex 1 of Delegated Regulation (EU) 2021/2178, par. 1.1.3.2 point (c)) related to the purchase aligned with the taxonomy and individual measures that enable the target activities to reduce their emission profile. This analysis led to the identification of the following eligible

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

statements as of

activities for the climate change mitigation goal (Annex I of the Climate Delegated Act):

  • • 4.1 Production of electrical energy using photovoltaic solar technology. The installation, maintenance and re- pair of renewable energy technologies were an integral part of the activities carried out by P.M. Service Srl, Sebic Srl and the photovoltaic systems installed on top of the Group's various locations;
  • • 7.2 Renovation of existing buildings. With reference to CapEx related to interventions aimed at rehabilitating and refurbishing buildings owned or leased;
  • • 7.6 Installation, maintenance, and repair of energy ef- ficiency devices. During the year, work was carried out to increase the energy efficiency of the Group's plants.
  • • 8.1 Data processing, hosting and related activities. Data processing, hosting and related activities, i.e., the storage, management, movement, control, display, switching, interchange, transmission or processing of data through data centres, including Edge Computing are a significant part of the Sesa Group's business. These include the sales of services, IT solutions and software for edge computing, security and collaboration of the VAD Sector and the SSI Sector, as well as activities related to the digital platforms of the Business Services Sector.

With the aim of assessing their alignment, the activities considered as eligible were assessed according to the technical screening criteria.

Substantial contribution criteria

For the purpose of the alignment assessment, each of the economic activities considered eligible was checked for compliance with the substantial contribution criteria, defined in Annex I and II of the Climate Delegated Act, in order to determine the substantial contribution of each activity to the achievement of climate mitigation and adaptation goals.

Activity 8.1 Data processing, hosting and related activities

As described above, the Group carries out activities that correspond to the description of the activity in Annex I of the Climate Delegated Act (climate change mitigation), 8.1 - Data processing, hosting and related activities - and therefore considered eligible for the purposes of this analysis. However, subsequent verification of the substantial contribution criteria proved hard to apply. For this reason, following a conservative and prudent approach, the Group considered this activity not aligned with the substantial contribution criteria.

Activity 7.2 Renovation of existing buildings

With regard to capital expenditures related to interventions aimed at the recovery and refurbishment of owned or leased buildings, compliance with the substantial contribution criteria requires that the building renovation must comply with the applicable requirements for major renovations, or alternatively lead to a reduction in primary energy requirements of at least 30%. For this reporting year, taking a conservative and conservative approach, in the absence of sufficient evidence to allow a full assessment of compliance with the criterion, the Group considers the activity to be not aligned with the substantial contribution criteria.

Do No Significant Harm (DNSH) criteria

DNSH criteria define the conditions under which activities are carried out without causing harm to other environmental goals. These criteria may consist of detailed requirements or general "recurring" criteria. In the former case, the requirements are specific to the activity under analysis and impose circumscribed verifications. Recurring criteria, on the other hand, are outlined in the five Appendices supplementing Annexes I and II of the Climate Delegated Act and refer, for the most part, to compliance with European or national standards or the performance of assessment activities.

Activity 8.1 Data processing, hosting and related activities

With reference to Activity 8.1, Annex II of the Climate Delegated Act envisages DNSH criteria with respect to three other goals: adaptation to climate change, sustainable use and protection of water and marine resources, and transition to a circular economy. With reference to the data processing activity, in the absence of sufficient evidence to allow a full assessment of compliance with the criteria, according to a conservative and prudent approach, the Group considers the activity not aligned with these criteria.

Activity 7.2 Renovation of existing buildings

For activity 7.2 for the climate change mitigation goal, the Regulations envisage DNSH criteria with respect to the goals of adaptation to climate change, use and protection of water and marine resources, transition to a circular economy, and preventing and reducing pollution. With reference to the

interventions carried out during the year ended April 30, 2024 on owned or leased buildings, according to a conservative and prudent approach, in the absence of sufficient evidence to allow a full assessment of compliance with the criterion, the Group considers the activity to be non-aligned.

MINIMUM SAFEGUARDS

Finally, the Group analysed its degree of adherence to the aforementioned principles of Article 18 of the Regulation, which defines the minimum safeguards ("Minimum Safeguards") aimed at ensuring that an economic activity is carried out with respect for human and labour rights in line with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including those established by the eight core conventions of the International Labour Organization (ILO), and the International Charter on Human Rights. The Group then carried out an analysis of the elements made explicit in the documents referred to in Article 18, also on the basis of the guidance provided by the Platform on Sustainable Finance, verifying the level of oversight in place with regard to human rights, consumer interests, corruption, competition and taxation. Compliance with minimum safeguards by the Group's suppliers was also analysed.

The Group has instruments aimed at promoting compliance with minimum safeguards, both internally and externally to the organisation. These include:

  • • Code of Ethics: with which the Group undertakes to ensure compliance with the principles and values of ethical business in accordance with current regulations, thereby fostering the moral and social responsibility that the whole Group must adopt with regard to its stakeholders, both internal and external to the Group.
  • • Organisational Model 231: set of protocols which regulate and define the corporate structure and management of its sensitive processes pursuant to Legislative Decree 231/20021, the Group undertakes to regulate and develop the management of human rights issues and corporate governance. This includes, in particular, the whistleblowing procedure for reporting potential conduct that violates the Code of Ethics, the Code of Ethics itself, the identification of the Oversight Committee (OC), and the set of specific procedures for sensitive areas at risk of crime.

In addition to acting in compliance with the national regulations in force in the countries where the Group operates, Sesa carries out its activities by pursuing sustainable and inclusive growth, operating in line with the Universal Declaration of Human Rights, the ILO Conventions, and the principles issued by the United Nations Global Compact to which it has adhered.

It should be noted that as of April 30, 2024, there were no noncompliances related to the issues of human rights, competition, corruption or taxation, nor were any customer complaints received.

Based on the tools and measures adopted by the Group with reference to aspects related to minimum social safeguards, Sesa considers the activities carried out directly (8.1 Data processing, hosting and related activities) to be aligned with minimum safeguards criteria. Conversely, Sesa, following a conservative and prudential approach, does not consider the current practices in place on the supply chain sufficient to consider activities related to the purchase of products from eligible economic activities aligned with the minimum safeguards criteria and aligned with the taxonomy and individual measures that allow the target activities to reduce their emission profile (7.2 Renovation of existing buildings).

KPI CALCULATION METHODOLOGY

The Annexes to the Disclosure Delegated Act (EU) 2021/2178 (hereafter "Disclosure Delegated Act") require the calculation of the percentage of Turnover, CapEx and OpEx associated with eligible and aligned activities. To comply with this regulatory requirement, as outlined in the preceding paragraphs, the Group identified its eligible assets and, after assessing

which of them were in line with the alignment criteria, it calculated the three KPIs required by the Regulations.

The following paragraphs present details of the analyses carried out to meet the disclosure requirements of the Disclosure Delegated Act, detailing the methodologies applied and the accounting items considered in calculating the three KPIs. The financial data used to determine the quotas are:

Turnover

In line with the Disclosure Delegated Act, the Group considered the following values to calculate the Turnover share:

• denominator: net turnover from the provision of services after deducting sales discounts and value-added taxes management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

  4. Separate financial statements as of April 30, 2024

directly related to turnover. In order to avoid any possible double counting, intercompany items have been eliminated and do not contribute to the determination of the KPI.

• numerator: the portion of net turnover (considered for the calculation of the denominator) associated with eligible activities aligned with the European Taxonomy. For this assessment, the approach taken envisaged the identification, through the Income Statement of the Group Companies in the perimeter, of the revenue components that can be associated with Data Processing, hosting and related activities.

CapEx

In calculating the denominator of the CapEx KPI, the Group considered the additions incurred in the reporting period related to tangible assets (development and restructuring of business assets), intangible assets (patents, software, and capitalised R&D costs), and Right of Use Assets (RoU). The approach used for the extraction of the above numerical figures involved a detailed analysis of management reports showing the investments conducted during the year by all companies within the scope of consolidation. In line with the Disclosure Delegated Act, the Group considered the following values to calculate the CapEx figure:

  • • denominator: for the purpose of calculating the denominator, the Group considered tangible assets and leases;
  • • numerator: for the purpose of determining the numerator, CapEx related to both assets and processes associated with eligible economic activities were considered (Annex I of the Disclosure Delegated Act, par. 1.1.2.2 point (a)) point (a)) and to the purchase of products from eligible economic activities aligned with the European Taxonomy and individual measures that enable the target activities to reduce their emission profile (Annex I of the Disclosure Delegated Act, par. 1.1.2.2 point (c).

OpEx

In line with the Disclosure Delegated Act, the Group considered the following values to calculate the OpEx figure:

  • • denominator: for the calculation of the denominator, a detailed analysis of the Group's Consolidated Plan of Accounts was carried out, identifying the items that can be associated with the cost categories expressly mentioned by the Disclosure Delegated Act;
  • • numerator: following the guidance of the Disclosure Delegated Act (par. of Annex I) and the clarifications provided by the European Commission as mentioned above, the decision was made not to provide an indication of the value of the numerator of the KPI in question, as the denominator assumes an insignificant value of the Group's total operating expenses.

European taxonomy KPIs

Turnover (figures in Euro thousands) Substantial Contribution DNSH Criterion
Economic
Activities
Codes Absolute turnover (Euro thousands) Portion of turnover (%) Climate change mitigation (%) Adaptation to climate change (%) Water and marine resources (%) Circular Economy (%) Pollution (%) Biodiversity and ecosystems (%) Mitigation of climate change Adaptation to climate change Water and marine resources (Y/N) Circular Economy (Y/N) Pollution (Y/N) Biodiversity and ecosystems (Y/N) Minimum safeguards (Y/N) Portion of revenue aligned with taxonomy, Year 2022 (%) Portion of revenue aligned with taxonomy, Year Category (enabling activity) (A) Category (transitional activity) (T)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Eco-sustainable activities
(aligned with the taxonomy)
Production of electricity using solar
photovoltaic technology
4,1 161 0.0% 161
Installation, maintenance and repair of
renewable energy technology
7,6 234,949 7% 234,949
Turnover of Eco-sustainable
Activities (A.1)
235,110 7% 0% 0% 7% 0% 0%
"A.2 Activities eligible for taxonomy
but not environmentally sustainable
(activities not aligned with taxo
nomy)"
Data processing, hosting and related
activities(38)
8,1 43,976 1%
Turnover of activities eligible for the
taxonomy but not eco-sustainable
(activities not aligned with the
taxonomy) (A.2)
43,976 1%
Total (A.1 + A.2) 43,976 1%

B. ACTIVITIES NOT ELIGIBLE FOR TAXONOMY

Turnover of activities not eligible
for taxonomy (B)
2,931,331 91%
Total (A + B) 3,210,417 100%

(38) As reported, the Group has chosen to consider as eligible under Activity 8.1 of Annex 1 of the Climate Delegated Act, the activities of storing, handling, managing, moving, controlling, displaying, switching, interchanging, transmitting or processing data through data centres, including edge computing carried out by means of data centres owned by third parties.

  1. Non-financial statement

  2. Consolidated financial statements 6. Separate financial statements as of

as of April 30, 2024

April 30, 2024

European taxonomy KPIs

CapEx (figures in thousands) Substantial Contribution DNSH Criterion
Economic
Activities
Codes Absolute CapEx (Euro thousands) CapEx portion (%) Climate change mitigation (%) Adaptation to climate change (%) Water and marine resources (%) Circular Economy (%) Pollution (%) Biodiversity and ecosystems (%) Mitigation of climate change Adaptation to climate change Water and marine resources (Y/N) Circular Economy (Y/N) Pollution (Y/N) Biodiversity and ecosystems (Y/N) Minimum safeguards (Y/N) Portion of revenue aligned with taxonomy, Year 2022 (%) Portion of revenue aligned with taxonomy, Year Category (enabling activity) (A) Category (transitional activity) (T)

A. ATTIVITA' AMMISSIBILI ALLA TASSONOMIA

A.1 Eco-sustainable activities
(aligned with the taxonomy)
Production of electricity using solar
photovoltaic technology
4,1 0.0%
Installation, maintenance and repair of
renewable energy technology
7,6 0.0%
CapEx of Eco-sustainable Activities
(A.1)
0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
"A.2 Activities eligible for taxonomy
but not environmentally
sustainable (activities not aligned
with taxonomy)"
Data processing, hosting and related
activities(39)
8,1 618 2.4%
Renovation of existing buildings 7,2 821 3.2%
CapEx of activities eligible for the
taxonomy but not eco-sustainable
(activities not aligned with the
taxonomy) (A.2)
1,439 5.6%
Total (A.1 + A.2) 1,439 5.6%
B. ACTIVITIES NOT ELIGIBLE FOR TAXONOMY

CapEx of economic activities not eligible for taxonomy (B) 24,272 94.4% Total (A + B) 25,711 100%

(39) As reported, the Group does not consider activities that can be associated with Activity 8.1 of Schedule 1 of the Climate Delegated Act to be aligned because they are carried out through data centres owned by third parties.

European taxonomy KPIs

A. TAXONOMY-ELIGIBLE ACTIVITIES

OpEx (figures in thousands) Substantial Contribution DNSH Criterion
Absolute OpEx (Euro thousands)
Economic
Activities
OpEx portion (%)
Codes
Adaptation to climate change (%)
Biodiversity and ecosystems (%)
Water and marine resources (%)
Climate change mitigation (%)
Circular Economy (%)
Pollution (%)
Biodiversity and ecosystems (Y/N)
Water and marine resources (Y/N)
Adaptation to climate change
Mitigation of climate change
Circular Economy (Y/N)
Pollution (Y/N)
Portion of revenue aligned with taxonomy, Year 2022 (%)
Portion of revenue aligned with taxonomy, Year
Category (transitional activity) (T)
Category (enabling activity) (A)
Minimum safeguards (Y/N)

A.1 Eco-sustainable activities (aligned with the taxonomy) Production of electricity using solar photovoltaic technology 4,1 73 0.0% 73 Installation, maintenance and repair of renewable energy technology 7,6 6,181 2% 6,181 CapEx of Eco-sustainable Activities (A.1) 6,254 2.25% 0% 100% 0% 0% 2% 0% "A.2 Activities eligible for taxonomy but not environmentally sustainable (activities not aligned with taxonomy)" Data processing, hosting and related activities(39) 8,1 43,976 15.8% OpEx of activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxonomy) (A.2) 43,976 15.8% Total (A.1 + A.2) 50,230 18.1%

B. ACTIVITIES NOT ELIGIBLE FOR TAXONOMY

CapEx of economic activities not
eligible for taxonomy (B)
227,350 81.9%
Total (A + B) 227,580 100%

(39) As reported, the Group does not consider activities that can be associated with Activity 8.1 of Schedule 1 of the Climate Delegated Act to be aligned because they are carried out through data centres owned by third parties.

  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

3.7. Significant events occurring after the end of the year

In the first months of the new financial year, the Sesa Group continues its operations and its development of business and skills.

Initiatives include the acquisition in May 2024 by Base Digitale Group of 75% of the capital of ATS Advanced Technology Solutions SpA ("ATS"). ATS, headquartered in Milan and with a staff of approximately 115 human resources, is a company specialised in the development of digital platforms and application solutions for the Financial Services industry that enable the digitisation and modernisation of information systems while guaranteeing and enhancing their security. The company has distinctive application skills in Data Science and AI.

No other significant events occurred after the end of the year.

3.8. Business outlook

The Group has begun the new financial year 2025 with the aim of continuing investments to support long-term growth, strengthening its role as a key player in the digitisation of businesses and organisations, with a focus on emerging technologies from Data/AI to Cyber Security, from Cloud to Digital Platforms.

The development of the technical skills of the Group's human resources will continue to be crucial, and we will be pursuing it inspired by a corporate vision based on sustainable, long-term development.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

Consolidated non-financial statement

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

This Consolidated Non-Financial Statement as of April 30, 2024 is an integral part of the Sesa Group's Integrated Annual Report which, based on a framework issued by the IIRC (International Integrated Reporting Council), represents the most innovative reporting tool. Based on the analysis of the six key pillars - financial, infrastructural, organisational, human, relational, social and environmental - the Integrated Report allows for a sustainable and integrated strategic vision of all levels of the organisation, focusing not only on the dimension of sustainability but also on that of intangible capitals.

The Group chose a "GRI - Referenced" approach for the drafting of this document, in accordance with the Sustainability Reporting Standards published by the Global Reporting Initiative - GRI 2021, with reference to the latest update, which came into force on January 1, 2023.

To date, these guidelines represent the most widespread standard recognised at European level for non-financial reporting.

Compliance with the provisions of Legislative Decree 254/2016 is ensured not only by the information contained in this Chapter, but also by cross-referencing to other sections of the Integrated Annual Report and other corporate documents, if the information is already contained therein or to which reference is made for further details.

Specifically

  • Activities and Sectors", "Sustainability Governance" and "Responsible Business Management: Ethical Compliance and Risk and Opportunity Management", which describe the way in which the organisation generates results through its business activities, aiming to achieve strategic objectives and create value in the short, medium and long term;
  • risk management is described in the sections "Material Issues Related to Business Activities" and "System of Internal Controls and Risk Management" and "RiskManagement and Mitigation Matrix", which describe in greater

detail the main non-financial risks associated with material issues, their possible impacts and how to manage them;

  • the corporate policies are described in the section "Compliance and anti-corruption" that defines the principles and general rules of conduct that must inspire Sesa's activities. In addition, the chapter "Performance as of April 30, 2024" sets out, in correspondence with the relevant paragraphs related to each material issue, the strategic objectives and the operational methods to achieve them;
  • performance is illustrated in the sections of chapter "Performance as of April 30, 2024", which illustrates the main initiatives of the year and the results achieved over the past year.

PRINCIPLE OF MATERIALITY

The information was selected on the basis of a "materiality" (i.e., "relevance") principle that identifies those through which an understanding of the company's activities on non-financial issues can be ensured. The process led to the identification of the areas where the greatest risks and opportunities are concentrated in order to develop the company's business in a long-term perspective and to create value for all stakeholders. In order to facilitate the reader's understanding of the document, the report presents a correlation table between the areas referred to in Decree 254/16, the material issues of the Sesa Group, the policies practised, the risks identified, and the indicators reported within the DNF, with notes on the alignment between what is reported and what is referred to in the GRI Guidelines and the requirements of the Decree.

With regard to the data contained therein, the reporting scope is the same as that of the Sesa Group's Consolidated Financial Statements26. Any changes in this perimeter are appropriately reported in the document.

With reference to the changes in the scope of consolidation that occurred during the period under review, related to corporate acquisition operations, we report the following: 130 servicing SpA, Altinia Distribuzione Srl, Be4tech, Dynamic Business Solutions srl, Informetica Consulting Srl, Iso Sistemi Srl, Maint System Srl, MK Italia Srl, Otcada, Sangalli Tecnologie Srl, Smart CAE Srl, Soft System Srl, Studio81 Srl, Talent Ward Srl, Tech-Value dels Pirineus,Tech-Value Ibérica SL, Tekne Srl, Tekno Service Srl, Trias Gmbh, Ubics Srl, Var Group Suisse, Var4industries Srl, Visualitics Srl, Wise Security Global SL, X Automata Gmbh.

  1. The Sesa Foundation is not included in the scope of consolidation but has been reported as a non-profit organisation of the Group that carries out philanthropic and welfare activities on behalf of Sesa SpA .

The document was prepared by the Sustainability Operations Committee, which is in charge of coordinating the monitoring and improvement actions of the Sesa Group's overall sustainability profile and consists of the Team Leader, some of the main Corporate Governance functions as well as the Human Resources office in cooperation with the AFC and Group Financial Statements functions. The document was also submitted for review by Sesa's Sustainability Committee, which monitored and received feedback during data collection, analysis and consolidation.

To allow the comparability of data over time, a comparison was made for the financial years ended April 30, 2022, April 30, 2023 and April 30, 2024. The use of estimates has been limited, in order to ensure the reliability of the data, and any estimates are highlighted as such within the document. These are:

  • electricity: for companies that did not have the value of consumption in kWh but only in Euro, this value was converted proportionally to the actual consumption in kWh of the internally managed companies;
  • natural gas: for companies that did not have the value of consumption in smc but only in Euro, the value in smc was estimated through the average cost of natural gas related to the actual gas consumption of the internally managed companies;
  • fuel: for those companies that did not have the value of consumption in specific units of measurement, the available value in Euro of fuel consumption was converted, considering the average price of diesel, petrol, LPG and methane incurred by the internally managed companies.

The water, electricity and natural gas consumptions of the companies that entered the scope of consolidation during the year ended April 30, 2024 (130 servicing SpA, Altinia Distribuzione Srl, Be4tech, Dynamic Business Solutions srl, Informetica Consulting Srl, Iso Sistemi Srl, Maint System Srl, MK Italia Srl, Otcada, Sangalli Tecnologie Srl, Smart CAE Srl, Soft System Srl, Studio81 Srl, Talent Ward Srl, Tech-Value dels Pirineus, Tech-Value Ibérica SL, Tekne Srl, Tekno Service Srl,

Trias Gmbh, Ubics Srl, Var Group Suisse, Var4industries Srl, Visualitics Srl, Wise Security Global SL, X Automata Gmbh) were accounted for on an accrual basis only, based on the actual number of months. Water consumption was reported precisely and, where not available, the figure was estimated based on the number of HR.

Regarding the KPI "Total training hours", we would like to clarify that for the companies that entered the scope of consolidation during the financial year ended April 30, 2024, a total value of 12 months was considered, as it was not possible to use a precise estimate for the months in question.

Within the KPI "% Suppliers Subject to Verification" on page 39, "non-strategic" suppliers with turnover for the period of less than 1% of the Group's total passive turnover are not considered. The Gender Pay Gap was calculated including the Group's Italian companies.

This Sesa Group Integrated Annual Report was approved by the Board of Directors of Sesa SpA on July 18, 2024 and, in compliance with the provisions of Legislative Decree 254/2016, submitted for judgement of compliance by the independent auditor KPMG SpA ("limited assurance engagement" according to the criteria indicated by ISAE 3000 Revised) and published on the institutional website of Sesa SpA (www.sesa.it).

Chronologically, the present document was:

  • drafted by Sesa and, specifically, by the related working group, which coordinated and involved the main company functions in the phase of data collection, analysis and consolidation, with the task of checking and validating all the information reported in the Statement, each one for its own area of competence;
  • approved by the Sesa Sustainability Committee, which monitored and received feedback during the data collection, analysis, and consolidation phase;
  • approved by the Board of Directors, convened to approve the draft financial statements;
  • audited by the independent auditor KPMG SpA;
  • placed at the disposal of the Shareholders and to the public within the same time limits and in the ways envisaged for the presentation of the draft financial statements;
  • published and downloadable from the corporate website.
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2024
4. Non-financial
statement
5. Consolidated
financial statements
as of April 30, 2024
6. Separate financial
statements as of
April 30, 2024
ACCOUNTING PRINCIPLES
Materiality stakeholders involved in the company's activities The document describes the main economic, social, and environmental impacts directly related to
Sesa's activities that are of greatest significance both for the Group and for the internal and external
Stakeholder inclusiveness interests and expectations are identified. Sesa takes into account the expectations and interests of all stakeholders who in various ways
contribute to or are affected by the company's activities. The document offers a description of the
Group's main stakeholders and the main document sources/channels of dialogue through which their
Context of sustainability international groups in the reference sector or related industries. The reporting of non-financial results was carried out taking into consideration the socio-economic
context in which the Group operates and the issues of greatest relevance for the Information and
Communication Technology sector, also through the analysis of sustainability reports of national and
Completeness tal impacts. The choices made regarding the subjects reported and the scope of the Statement allow stakehol
ders to make a comprehensive assessment of the Group's main economic, social, and environmen
Balance identified. The document presents the Group's key sustainability performance, reporting both aspects in which
the Group shows positive results and trends, and areas where room for further improvement is
Comparability the years 2021 and 2022 have been included and appropriately indicated. The indicators in the document are chosen to ensure the analysis of the Group's performance over
the years. In order to ensure the comparison or contextualization of the information, data referring to
Accuracy been necessary, they have been appropriately indicated in the text. In order to ensure the homogeneity and accuracy of the reported information, data were reported
through direct observation, limiting the use of estimates as much as possible. Where estimates have
Promptness following the Shareholders' meeting approval. Sesa's Integrated Annual Report is prepared annually and made public on the institutional website
Reliability completeness and accuracy. All data and information reported have been validated by the head officers of the relevant corporate
departments and are processed on the basis of documentary evidence proving their existence,
Clarity accessible to all stakeholders. Sesa's Integrated Annual Report contains information presented in a way that is understandable and

4.2. Correlation table in compliance with Legislative Decree 254/2016

Table explaining the contents of the Non-Financial Statement with reference to the adoption of the GRI Sustainability Reporting Standards and the requirements of Legislative Decree 254/2016..

Topic Legislative
Decree 254/2016
Material Topic Risks
identified
Policies
practised
Topic specific standard
disclosure
Chap./Par.
of reference
Reporting
Perimeter
Notes
Transversal Transversal Chap. 3
Par. 2.4
Par. 1.4.3 207-1: Approach to taxation
207-2: Tax governance, control and risk management
207-3: Involvement of stakeholder and management of tax
concerns
207-4: Reporting country by country
Chap. 3
Par. 2.4
Par. 1.4.3
Consolidated
companies as of
04.30.2024
Environmental Energy
consumptions
302-1: Energy consumed
302-3: Energy intensity
1
Emissions Chap. 3 Chap. 3 305-1: Direct emissions of GHG (Scope 1)
305-2: Indirect GHG Emissions (Scope 2)27
305-4: Intensity of GHG emissions
Chap. 3 Consolidated
companies as of
04.30.2024
2
Management of
waste and
circurcular economy
Par. 3.4.1 Par. 3.4.1 306-3: Waste produced Par. 3.4.1 3
Water consumption 303-3: Water withdrawals 4
Social Responsible
supply chain
Chap. 1
Par. 1.6
Chap. 1
Par. 1.6
N/A Chap. 1
Par. 1.6
5
Creating value for
the community
Chap. 3
Par. 3.4.3
Chap. 3
Par. 3.4.3
201-1: : Economic value generated and distributed Chap. 3
Par. 3.4.3
Consolidated
companies as ofl
04.30.2024
6
Transparent
relationship with
customers
Chap. 1
Par. 1.6
Chap. 1
Par. 1.6
N/A Chap. 1
Par. 1.6
Sustainability
environmental local
community
Chap. 3
Par. 3.4.3
Chap. 3
Par. 3.4.3
N/A Chap. 3
Par. 3.4.3
Corporate welfare
and occupation
102-8: Information on employees and other workers
401-1: New recruitments and turnover
401-3: Parental leave
Consolidated com
panies as of
04.30.2024
7
Relating to Occupational heath
and safety
Chap. 3
Par. 3.4.2
Chap. 3
Par. 3.4.2
403-5: Employee training on occupational health and safety
403-9: Accidents in the workplace
Chap. 3
Par. 3.4.2
8
personnel and
respect of human
Diversity and equal 405-1: Diversity in governing bodies and employees 10
rights opportunities 405-2 Ratio of basic salary and wages of women to men See note 11 for
more details
11
Protection of
human rights
Chap. 2
Par. 2.4.2
Chap. 2
Par. 2.4.2
406-1: Discriminatory incidents and corrective measures
implemented
Chap. 2
Par. 2.4.2
Consolidated
companies as of
04.30.2024
12
Fight against
active and passive
corruption
Anti-corruption Chap. 1
Par. 1.4.3
Cap. 2
Par. 2.4.3
Chap. 1
Par. 1.4.3
Chap. 2
Par. 2.4.3
419-1: Non-compliance with social and economic laws and
regulations
205-3: Corruption incidents ascertained and actions
Chap. 1
Par. 1.4.3
Chap. 2
Par. 2.4.3
Consolidated
Ethics and compliance Chap. 2
Par. 2.4.3
Chap. 2
Par. 2.4.3
undertaken Chap. 2
Par. 2.4.3
companies as of
04.30.2024
Data and privacy
protection
Chap.2
Chap.2
Par. 2.4.4
Par. 2.4.4
418-1: Proven complaints regarding breaches of customer
privacy and loss of customer data
Chap.2
Par. 2.4.4

(1) Policies: Environmental Policy and ISO 14001 Certification. The Company reports energy consumption in GJ broken down by energy source. (2) Policies: The Group manages these issues according to a practice geared towards efficient environmental impacts. (3) Policies: Environmental Policy and ISO 14001 Certification. Indicators: With reference to the waste ratio indicator, it was not possible to report the tonnes of municipal solid waste as it is managed by the public collection service. (4) Other (non-GRI) Risks and Policies: water is only used for health services, there is no need to formalise policies and risks. (5) Risks and Policies: implemented a risk monitoring system and related management policies related to socio-environmental aspects. (6) Other (non-GRI): Total amount allocated to socially motivated projects; - Number of projects and students involved. The Group reports on the activities carried out by the Sesa Foundation. (7) GRI 102-8: The Group reports details of employees by contract type. GRI 401-1: The Group reports the recruitment rate and provides disclosure on the total number of new hires with details by gender, age group and geographic area. No detail of new hires by geographic area is reported. (8) Indicators: Part of the disclosure is not available, as the figure for non-employee workers is not monitored, given the absence of an obligation to collect this information in compliance with current regulations. In addition, the company does not report details of the type of accident for registered accidents and hours worked. (9) The Group reports training hours by gender and course type, but does not report the average annual training per employee by gender and professional category. (10) The company reports the information required by the GRI indicator considering employees and trainees. (11) Indicator: the Group reports the overall Group gender pay gap indicator providing details for the Italian companies of the Group only. The Society does not report the percentage of the governance body by age group. (12) Indicator: the total number of incidents of discrimination during the reporting period is 0.

  1. The Group reports indirect GHG emissions (scope 2) for the following gas: CO2 .

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

  4. Separate financial statements as of April 30, 2024

4.3. Global Compact Reconciliation Table

Principles Sesa Non-financial reporting April 30, 2024 Pages
Principles 1, 2 - Businesses are required to pro
mote and respect universally recognised human
rights within their spheres of influence and to
ensure that they do not collude in human rights
abuses, even indirectly.
Human Rights
Commitment to ensure and promote respect for human rights, a priority for the Group, in all- areas and among
all stakeholders, whether they are Group employees or suppliers. Activities are carried out in compliance with
the fundamental standards of human rights.
The Group's policies and practices are aligned with the International Bill of Human Rights, including the United
Nations (UN) Universal Declaration of Human Rights, the International Labour Organisation (ILO) Core Con
ventions, the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational
Enterprises and the UN Global Compact Ten Principles.
Sesa promotes sustainability and business ethics in the supply chain, carrying out supplier audits on matters of
human rights, the environment, occupational health and safety. Sesa protects occupational health and safety
by means of training, awareness and information.
56-64
Principles 3, 4, 5, 6 - Businesses are required to
uphold the freedom of association of employees
and recognise the right to collective bargaining;
the elimination of all forms of forced
and compulsory labour; the effective elimination
of child labour; the elimination of all forms of di
scrimination in employment and occupation.
Work
Sesa undertakes to respect the four fundamental labour standards of the ILO, as set out in the Declaration on
Fundamental Principles and Rights at Work: freedom of association and the right to collective bargaining; the
elimination of all forms of forced or compulsory labour; the effective abolition of child labour; and the elimination
of all forms of discrimination in relation to employment and occupation.
Sesa rejects all forms of discrimination and undertakes to maintain a working environment free from all forms
of violence and harassment. Sesa regulates relations with political organisations and trade unions exclusively
on the basis of laws, regulations and agreements/contracts in force, ensuring the highest principles of tran
sparency and fairness. Sesa undertakes initiatives to reconcile life and work. Sesa ensures the provision of
training and professional development to its employees.
Sesa promotes sustainability and business ethics in the supply chain, carrying out supplier audits on matters of
human rights, the environment, occupational health and safety. Sesa protects occupational health and safety
by means of training, awareness and information
56-64
93-102
Principles 7, 8, 9 - Businesses are required to sup
port a precautionary approach to environmental
challenges, to engage in initiatives that promote
greater environmental responsibility, and to en
courage the development and dissemination of
environmentally friendly technologies.
Environment
Sesa undertakes to:

reduce its direct impacts by reducing the consumption and the waste produced and choosing to favour the
use of environmentally sustainable resources, such as energy from certified renewable sources.

protect the environment and identify environmental management systems as the tool for implementing
and monitoring the actions taken to fulfil the commitments made;

follow all international best practices to minimise environmental impact and develop new technologies to
save energy, reduce emissions and increase the performance and quality of the vehicles used.

raise awareness of environmental aspects among its suppliers.
30-39
Principle 10 - Businesses undertake to fight cor
ruption in all its forms, including extortion and
bribery.
Fight against corruption
Sesa disseminates ethical principles and corporate values and provides training activities on legality and
anti-corruption. Sesa conducts reputational audits among suppliers and third parties. No cases of corruption
were reported as of April 30, 2023.
Sesa promotes sustainability and business ethics in the supply chain, carrying out supplier audits on matters of
human rights, the environment, occupational health and safety. Sesa protects occupational health and safety
by means of training, awareness and information.
56-64
Support of Sustainable Development Goals. Sesa also undertakes to contribute to the achievement of the Sustainable Development Goals defined by the
United Nations. The Company is particularly active on goals 5, 8, 9, 10, 13, 16, 17.
42-44

GRI CONTENT INDEX

For easier searching for information within the NFS, an analytical index of the indicators envisaged by the GRI Standards Guidelines is available below.

For each indicator there is a summary description of the content, reference to the paragraph in this document or any commentary notes, as well as an indication of any omissions.

Statement of use The Sesa Group has reported with reference to the GRI Standards for the
period 05/01/2023 - 04/30/2024
GRI 1 used GRI 1: Core Principles as of 2021
GRI Sector Standard applicable Not available
GRI Content Index
GRI STANDARD/OTHER SOURCE DISCLOSURE LOCATION
General information
2-1 Organizational details "Chap. 1
Par. 1.3.1"
2-2 Entities included in the organization's sustainability reporting
GRI STANDARD/OTHER SOURCE DISCLOSURE LOCATION
General information
GRI 2:
General Disclosures 2021
2-1 Organizational details "Chap. 1
Par. 1.3.1"
2-2 Entities included in the organization's sustainability reporting "Chap. 4
Par. 4.1"
2-3 Reporting period, frequency and contact point
2-5 External assurance
2-6 Activities, value chain and other business relationships "Chap. 1
Par. 1.6"
2-7 Employees "Chap. 3
Par. 3.4.2"
2-9 Governance structure and composition
2-11 Chair of the highest governance body "Chap. 1
Par. 1.3.1"
2-14 Role of the highest governance body in sustainability reporting
2-17 Collective knowledge of the highest governance body
2-22 Statement on sustainable development strategy "Chap. 1
2-25 Processes to remediate negative impacts Par. 1.4
Par. 1.5"
2-27 Compliance with laws and regulations "Chap. 1
Par. 1.5"
2-28 Membership associations "Chap. 1
Par. 1.4"
2-29 Approach to stakeholder engagement "Chap. 2
Par. 2.2.1"
  1. The Sesa Group 2. Strategy and risk management 3. Performance as of April 30, 2024 4. Non-financial statement 5. Consolidated financial statements as of April 30, 2024 6. Separate financial statements as of April 30, 2024 GRI Content Index
GRI STANDARD/OTHER SOURCE DISCLOSURE LOCATION
General information
Material Topics
GRI 3: Material Topics 2021 3-1 Process to determine material topics
3-2 List of material topics
"Chap. 2
Par. 2.2.2"
Transversal
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 207: Tax 2019 207-1 Approach to tax "Chap.1
Par. 1.4.3"
207-2 Tax governance, control, and risk management
207-4 Country-by-country reporting
Energy consumption
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
302-1 Energy consumption within the organization "Chap. 3
GRI 302: Energy 2016 302-3 Energy intensity Par. 3.4.1"
Emissions
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions
305-2 Energy indirect (Scope 2) GHG emissions Chap. 3
Par. 3.4.1
305-4 GHG emissions intensity
Waste management and circular economy
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 306: Waste 2020 306-3 Waste generated "Chap. 3
Par. 3.4.1"

GRI Content Index

GRI STANDARD/OTHER SOURCE DISCLOSURE LOCATION
General information
Water consumption
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 303: Water and Effluents 2018 303-3 Water withdrawal "Chap.3
Par. 3.4.1"
Responsible supply chain
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
Creating value for the community
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 201: Economic Performance 2016 201-1 Direct economic value generated and distributed "Chap.3
Par. 3.4.3"
Transparent customer relations
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
Environmental sustainability local community
GRI 3: Material Topics 2021 3-3 Management of material topics Chap. 2
Par. 2.2.2
Corporate welfare and employment
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 401: Employment 2016 401-1 New employee hires and employee turnover "Chap.3
Par. 3.4.2"
401-3 Parental leave
Staff health and safety
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 403: Occupation Health and Safety 2018 403-5 Worker training on occupational health and safety "Chap.3
403-9 Work-related injuries Par. 3.4.2"
  1. Non-financial statement

  2. Consolidated financial statements 6. Separate financial

as of April 30, 2024

April 30, 2024

GRI Content Index

GRI STANDARD/OTHER SOURCE DISCLOSURE LOCATION
General information
Skills development and staff training
GRI 3: Material Topics 2021 3-3 Management of material topics Chap. 2
Par. 2.2.2
GRI 404: Training and Education 2016 404-1 Average hours of training per year per employee Chap. 3
Par. 3.4.2
Diversity and equal opportunities
GRI 3: Material Topics 2021 3-3 Management of material topics Chap. 2
Par. 2.2.2
GRI 405: Diversity and Equal Opportunity 2016 405-1 Diversity of governance bodies and employees Chap.3
Par. 3.4.2
405-2 Ratio of basic salary and remuneration of women to men
Protection of Human Rights
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 406: Non-discrimination 2016 406-1 Incidents of discrimination and corrective actions taken "Chap. 2
Par. 2.4.2"
Anti-corruption
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 205: Anti-corruption 205-3 Confirmed incidents of corruption and actions taken "Chap. 2
Par. 2.4.3"
Data protection and privacy
GRI 3: Material Topics 2021 3-3 Management of material topics "Chap. 2
Par. 2.2.2"
GRI 418: Customer Privacy 2016 418-1 Substantiated complaints concerning breaches of customer privacy and
losses of customer data
"Chap.2
Par. 2.4.4"

Independent Auditor's report on the Consolidated Non-Financial Statement as of April 30, 2024

  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

-

  • -
    -

  • -
    -
    -

www.sesa.it Non-financial statement 127

  1. Non-financial statement

  2. Consolidated 6. Separate financial

financial statements as of April 30, 2024

April 30, 2024

Consolidated financial statements as of April 30, 2024

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

CONSOLIDATED INCOME STATEMENT

Year ended April 30

(Euro thousands) Note 2024 2023
Revenues 7 3,164,477 2,867,700
Other income 8 28,261 27,420
Consumables and goods for resale 9 (2,385,593) (2,201,582)
Costs for services and rent, leasing, and similar costs 10 (285,305) (250,096)
Personnel costs 11 (298,659) (238,426)
Other operating costs 12 (15,610) (15,389)
Amortisation and Depreciation 13 (68,281) (53,624)
Operating result 139,290 136,003
Share of profits of companies valued at equity 14 948 1,572
Financial income 15 40,765 29,904
Financial expenses 15 (59,179) (39,200)
Profit before taxes 121,824 128,279
Income taxes 16 (38,766) (38,062)
Profit for the year 83,058 90,217
of which:
Profit attributable to non-controlling interests 28 4,789 5,764
Profit attributable to the Group 28 78,269 84,453
Earnings per share - basic (in Euro) 28 5.07 5.47
Earnings per share - diluted (in Euro) 28 5.05 5.45

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year ended April 30

(Euro thousands) Note 2024 2023
Profit for the year 83,058 90,217
Actuarial gain/loss for employee benefits - Gross effect 28 (189) 2,180
Actuarial gain/loss for employee benefits - Tax effect 28 45 (524)
Comprehensive income for the year 82,914 91,873
of which:
Comprehensive income attributable to non-controlling interests 4,791 5,928
Comprehensive income attributable to the Group 78,123 85,945

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At April 30
(Euro thousands) Note 2024 2023
Intangible assets 17 457,071 368,488
Rights of use 18 50,308 63,361
Property, plant and equipment 19 99,511 62,540
Investment property 20 290 290
Equity investments value at equity 14 23,910 24,884
for deferred tax assets Receivables 21 19,528 17,893
Other non-current receivables and assets 22 18,778 18,427
Total non-current assets 669,396 555,883
Inventory 23 156,161 158,736
Current trade receivables 24 571,138 530,268
Current tax receivables 25 15,584 11,913
Other current receivables and assets 22 131,780 127,354
Cash and cash equivalents 26 577,474 537,507
Total current assets 1,452,137 1,365,778
Non-current assets held for sale 27 121 476
Total assets 2,121,654 1,922,137
Share capital 28 37,127 37,127
Share premium reserve 28 33,144 33,144
Other reserves 28 (48,925) (49,810)
Profits carried forward 28 408,238 354,473
Total shareholders' equity attributable to the Group 429,584 374,934
Shareholders' equity attributable to non-controlling interests 28 47,761 49,116
Total Shareholders' equity 477,345 424,050
Non-current loans 29 217,589 175,294
Financial liabilities for non-current rights of use 29 32,872 37,374
Non current financial liabilities and commitments for purchase of shares from non-controlling interests 30 134,228 110,679
Employee benefits 31 54,308 48,264
Non-current provisions 32 6,031 4,794
Deferred tax liabilities 21 121,105 95,818
Total non-current liabilities 566,133 472,223
Current loans 29 157,155 130,710
Financial liabilities for current rights of use 29 15,260 12,701
Current financial liabilities and commitments for purchase of shares from non-controlling interests 30 25,972 45,061
Trade payables 33 638,010 586,074
Current tax payables 25 9,885 22,272
Other current liabilities 34 231,894 229,046
Total current liabilities 1,078,176 1,025,864
Total liabilities 1,644,309 1,498,087
Total shareholders' equity and liabilities 2,121,654 1,922,137
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended April 30

(Euro thousands) Note 2024 2023
Profit for the year 83,058 90,217
Adjustments for:
Amortisation and Depreciation 13 68,281 53,625
Income taxes 16 38,766 38,062
Accruals to provisions relating to personnel and other provisions 12,11 12,183 13,271
Net financial (income) expense 15 32,103 14,672
Profit of companies valued using the equity method 14 (948) (1,572)
Other non-monetary entries 15 (10,067) (3,497)
Cash flows generated by operating activities before changes in net working
capital
223,376 204,778
Change in inventory 23 9,844 (12,915)
Change in trade receivables 24 (8,681) (89,524)
Change in payables to suppliers 33 25,918 45,858
Change in other assets 22 2,290 (19,557)
Change in other liabilities 34 (3,128) 51,405
Use of provisions for risks 32 (2,249) (1,866)
Employee benefits 31 (4,694) (3,718)
Change in deferred taxes 21 (7,692) (5,622)
Change in receivables and payables for current taxes 25 (16,058) (6,456)
Interest paid 15 (36,016) (14,966)
Taxes paid (45,292) (31,968)
Net cash flow generated by operating activities 137,618 115,450
Investments in companies net of cash acquired 5 (69,654) (44,202)
Investments in property, plant and equipment 19 (25,711) (20,929)
Investments in intangible assets 17 (13,338) (15,565)
Disposal of property, plant and equipment and intangible assets 17.19 144
Disposal of investment property 14
Disposal of assets held for sale 355 (476)
Investments in associated companies 14 (4,058)
Disposal in associated companies 360
Non-current equity investments in other companies 22 (1,959) (2,023)
Disposals of non-current equity investments in other companies 22 290 260
Dividends collected 717 612
Interest collected 15 5,187 1,044
Net cash flow generated by/(used in) by investment activity (103,753) (85,193)
Subscription of long-term loans 4,29 141,026 146,032
Repayment of long-term loans 4,29 (70,156) (90,946)
(Reduction)/increase in short-term loans 4,29 (10,263) (3,231)
Repayment of financial liabilities for rights of use 29 (29,839) (14,308)
Investments/disinvestments in financial assets 22 3,017 (3,877)
Change in Group's equity 28 2,814
Change in equity attributable to non-controlling interests 28 376

Treasury shares 28 (9,984) (11,189)
Dividends distributed 28 (17,699) (14,732)
Net cash flow generated by/(used in) financial activities 6,102 10,939
Translation difference on cash and cash equivalents
Change in cash and cash equivalents 39,967 41,196
Opening balance of cash and cash equivalents 26 537,507 496,311
Closing balance of cash and cash equivalents 26 577,474 537,507

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Please refer to Note 28 for details of the changes in the consolidated shareholders' equity items

(Euro thousands) Share
capital
Share premium
reserve
Other
reserves
Profits for the year
and profits carried
forward
Shareholders'
equity attri
butable to the
Group
Shareholders'
equity attributable
to non-controlling
interests
Total Sharehol
ders'
equity
At April 30, 2022 37,127 33,144 (44,978) 290,148 315,441 19,718 335,159
Profit for the year 84,453 84,453 5,764 90,217
Actuarial gain/(loss) for employee benefits - gross 1,964 1,964 216 2,180
Actuarial gain/(loss) for employee benefits - tax
effect
(472) (472) (52) (524)
Comprehensive income for the year 1,492 84,453 85,945 5,928 91,873
Transactions with shareholders
Purchase of treasury shares (11,189) (11,189) (11,189)
Sale of treasury shares
Distribution of dividends (13,945) (13,945) (787) (14,732)
Assignment of shares in execution of Stock Grant plan
Stock Grant plan - shares vesting in the period 6,743 6,743 6,743
Allocation of profit for the year 3,251 (3,251)
Change in the scope of consolidation and other
changes
(5,129) (2,932) (8,061) 24,257 16,196
At April 30, 2023 37,127 33,144 (49,810) 354,473 374,934 49,116 424,050
Profit for the year 78,269 78,269 4,789 83,058
Actuarial gain/(loss) for employee benefits - gross (192) (192) 3 (189)
Actuarial gain/(loss) for employee benefits - tax effect 46 46 (1) 45
Comprehensive income for the year (146) 78,269 78,123 4,791 82,914
Transactions with shareholders
Purchase of treasury shares (9.004) (9,004) (9,004)
Sale of treasury shares
Distribution of dividends (15.495) (15,495) (2,204) (17,699)
Assignment of shares in execution of Stock Grant plan
  1. The Sesa Group 2. Strategy and risk

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

April 30, 2024

(Euro thousands) Share
capital
Share premium
reserve
Other
reserves
Profits for the year
and profits carried
forward
Shareholders'
equity attri
butable to the
Group
Shareholders'
equity attributable
to non-controlling
interests
Total Sharehol
ders'
equity
Stock Grant plan - shares vesting in the period 7,726 7,726 7,726
Allocation of profit for the year 5,942 (5,942)
Change in the scope of consolidation and other
changes
(3,633) (3,067) (6,700) (3,942) (10,642)
At April 30, 2024 37,127 33,144 (48,925) 408,238 429,584 47,761 477,345

Notes to the Consolidated Financial Statements

1. General Information

Sesa SpA (hereinafter "Sesa", the "Company" or the "Parent Company") is a company incorporated and domiciled in Italy, with registered office in Empoli, at no. 138 Via Piovola, organised in compliance with the legal system of the Italian Republic,

The Company and its subsidiaries (jointly the "Group") operate in Italy in the Information Technology sector and, in particular, in the value-added distribution of IT software and technologies (Value Added Solutions or VAS), in the offer of System Integrator services aimed at training and supporting companies as IT end-users (Software and System Integration), and in the provision of security services, digital platforms and banking applications, for the finance & banking sector (BS Sector).

The list of listed companies and joint ventures included in the scope of consolidation is annexed to the explanatory notes.

The Company is controlled by ITH SpA, which holds 52.89 per cent of the share capital. In turn, ITH SpA is controlled by HSE SpA, which holds 73.28 percent, of the share capital of ITH SpA. Sesa SpA has a duration, as stated in the Articles of Association, until April 30, 2075.

This document was approved by the Company's Board of Directors on July 18, 2024.

These Consolidated Financial Statements are subject to

independent audit by KPMG SpA.

2. Summary of Accounting Standards

The main accounting criteria and standards applied in the preparation of the consolidated financial statements of Sesa SpA for the year ended April 30, 2024 (hereinafter the "Consolidated financial statements") are illustrated below.

2.1. Basis of Preparation

The Consolidated financial statements for the year ended April 30, 2024, have been prepared in accordance with the international accounting standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, and with the provisions issued in implementation of art. 9 of Legislative Decree no. 38/2005. The "IFRS" also include all revised international accounting standards ("IAS"), as well as all interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and the previous Standing Interpretations Committee (SIC).

The set of all standards and interpretations referred to above is referred to below as "IFRS". These Consolidated Financial Statements have been prepared in implementation of paragraph 3 of art. 9 of Legislative Decree no. 38 of February 28, 2005.

The Consolidated financial statements have been prepared under the assumption that the company is a going concern, in that the Directors have verified that there are no financial, management or other indicators such as to indicate critical issues regarding the Group's ability to fulfil its obligations in the foreseeable future and particularly in the next 12 months.

A description of how the Group manages financial risks is contained in note 3 on "Financial risk management".

The Consolidated financial statements have been prepared and presented in Euro, which is the currency of the prevailing economic environment in which the Group operates. All amounts included in this document, unless otherwise indicated, are stated in Euro thousands.

The financial statement schedules and relative classification criteria adopted by the Group within the scope of the options envisaged by IAS 1 Presentation of Financial Statements are indicated below:

  • the statement of financial position has been prepared with the classification of assets and liabilities according to the "current/non-current" criterion;
  • the income statement has been prepared with the classification of operating costs by type;
  • the statement of comprehensive income includes, in addition to the profit for the year resulting from the income statement, other changes in shareholders' equity items attributable to transactions not entered into with Company shareholders;
  • the statement of cash flows shows the cash flows from operating activities according to the "indirect method";
  • the statement of changes in Shareholders' Equity.

Assets and liabilities are shown separately and without offsetting.

An asset is considered current when:

  • the asset is expected to be realised, or is expected to be sold or used in the normal course of the organisation's operating cycle;
  • it is held primarily for trading;
  • it is expected to be realised within twelve months of the end of the financial year; or
  • it is in the form of cash or cash equivalents, unless it is precluded from trading or used to settle a liability for at least twelve months after the end of the financial year.

A liability is considered current when:

• the liability is expected to be settled in the normal course of the organisation's operating cycle;

  • it is held primarily for trading;
  • it is expected to be settled within twelve months of the end of the financial year; or
  • the organisation does not have an unconditional right to defer settlement of the liability for at least twelve months following the end of the financial year.

IThe Consolidated Financial Statements are prepared on a going concern basis, applying the historical cost method, except for those items that are recognised at fair value under IFRS, as indicated in the valuation criteria for individual items. The currency used by the Group for the presentation of the consolidated financial statements is the Euro, the functional currency of the Parent Company; all amounts are expressed in Euro thousands, except where otherwise indicated.

For the purpose of Consob disclosure on related parties, please see the specific Note 36 with details of related parties and impact on the relative items in the financial statements.

The Consolidated Financial Statements provide comparative information for the previous year.

The Consolidated Financial Statements have been prepared

in consideration of all specific disclosure requirements and only the information deemed relevant in accordance with the definition of IAS 1.7 has been reported.

2.2. Scope of Consolidation and Consolidation Criteria

The Consolidated financial statements include the financial statements of the Company as well as the financial statements of the subsidiaries approved by their respective administrative bodies. These financial statements have been suitably adjusted, where necessary, to bring them into line with IFRS and the Company's reporting date of April 30. The subsidiaries as of April 30, 2023 are detailed in Annex 1, which is an integral part of the Consolidated financial statements. For further details on the main changes that occurred in the scope of consolidation in the year under review, see note 5.

SUBSIDIARIES

Subsidiaries are the companies over which the Group holds control. The Group controls a company, regardless of the nature of their formal relationship, when it is exposed to variable returns, or holds rights to those returns, arising from its relationship with it and has the ability to affect those returns

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

statements as of

by exercising its power over that company.

The values of subsidiaries are fully consolidated line by line in the consolidated accounts from the date on which the Group acquires control until the date on which such control ceases to exist.

Subsidiaries are consolidated on a line-by-line basis from the date on which control is effectively acquired and cease to be consolidated from the date on which control is transferred to a third party. The criteria adopted for line-by-line consolidation are the following:

  • business combinations of companies in which the control of an entity is acquired are recognised, in accordance with the provisions of IFRS 3, using the acquisition method. Par. 5 of IFRS 3 identifies five steps that make up the business combination:
    • identification of the buyer;
    • definition of the acquisition date;
    • recognition and measurement of identifiable assets and liabilities and non-controlling interests;
    • recognition and measurement of goodwill or a gain from a purchase at a favourable price;
    • determination of the value of the consideration, cost or purchase price, of the business combination;
  • the Group identifies the party obtaining control of the other acquired party as the buyer. As envisaged by IFRS 10, the Group considers that it has obtained control of the acquired party only if it possesses all of the following:
    • power over the subsidiary;
    • Exposure to the variability of the subsidiary's performance;
    • ability to influence the company, such as to have an effect on the results (positive or negative) for the investor;
  • the Group defines the acquisition date as the date on which the Group obtains control of the party acquired. The acquisition date does not necessarily coincide with the date of signing the contract or the date of payment of the consideration;
  • the acquisition cost is represented by the current value ("fair value") on the date of purchase of the assets transferred, liabilities assumed and equity instruments issued. The identifiable assets, liabilities and potential liabilities assumed are recorded at their current value on

the acquisition date, except for deferred tax assets and liabilities, assets and liabilities for employee benefits and assets held for sale, which are recorded in accordance with the pertinent accounting standards. When recording business combinations, i.e. when allocating the purchase price, the Group generally identifies the following intangible assets:

  • technological Know-How, in relation to key and specialised competences acquired with the entry of the target companies into the Group, this know-how is protected by employment contracts with non-competition agreements for strategic personnel;
  • client lists in relation to the customer portfolio of the specific segment in which the acquired companies operate;
  • accessory costs are recognised in the income statement at the time they are incurred;
  • the acquisition cost also includes the potential consideration, recorded at fair value, on the date of acquisition of control and, if the conditions are met, the expected value of any put options granted to minority shareholders. Sub sequent changes in fair value are recognised in the income statement if the potential consideration is a financial asset or liability. Potential consideration classified as sharehol- ders' equity is not recalculated and the subsequent extin- ction is recognised directly under shareholders' equity;
  • the interests of minority shareholders are recognised in shareholders' equity, on the acquisition date, in cases where the Group holds an interest of less than 100% (through share ownership or through put options granted to vendors of less than 100%). The measurement of minority interests becomes a decisive variable in the measurement of intangibles arising from the acquisition, in the case of technological know-how and client lists;
  • minority interests are recognised on the basis of the percentage of fair value ownership in the buyer's net assets;
  • if the business combinations through which control is acquired take place in several stages, the Group recalculates the stake previously held in the company being acquired at the respective fair value on the acquisition date and recognises any resulting gain or loss in the income statement.;
  • acquisitions of minority interests relating to entities which are already controlled or the disposal of minority interests that do not result in the loss of control are considered as

equity transactions; consequently, any difference between the acquisition/disposal cost and the related portion of equity acquired/disposed of is recognised as an adjustment of the Group's shareholders';

  • business combinations in which the participating com- panies are definitively controlled by the same company or companies both before and after the business combination, with said control being permanent, are classified as transactions "under common control". These transactions do not fall within the scope of IFRS 3, which governs the method of accounting for business combinations, nor of other IFRS. In the absence of a reference accounting standard, the Group, in accordance with the provisions of OPI 1 Accounting treatment of "business combinations of entities under common control" in the statutory and consolidated financial statements, issued by Assirevi, and with the provisions of IAS 8, has booked these entities on the basis of the book values resulting from the financial statements of the company acquired on the date of transfer. Any differences between the cost incurred for the acquisition and the relative portions of shareholders' equity acquired are recorded directly under shareholders' equity;
  • significant gains and losses, including the related tax effects, deriving from transactions between companies consolidated on a line-by-line basis and not yet realised with third parties, are eliminated, except for losses that are not eliminated if the transaction provides evidence of impairment of the asset transferred. Reciprocal payables and receivables, costs and revenues, and financial income and expenses are also eliminated, if significant;
  • the financial statements of subsidiaries are prepared using the currency of the main economic environment in which they operate.

ASSOCIATED COMPANIES

Associated companies are those over which the Group exercises significant influence, which is presumed to exist when between 20% and 50% of the voting rights are held. Investments in associated companies are valued using the equity method and are initially recorded at cost. The equity method is described below:

• the book value of these investments is aligned with the shareholders' equity adjusted, where necessary, to reflect the application of IFRS and includes the recognition of the higher values attributed to assets and liabilities and goodwill, if any, identified at the time of acquisition;

  • profits or losses pertaining to the Group are recognised from the date on which the significant influence began and until the date on which the significant influence ceases. If, due to losses, the company valued using the equity method has a negative shareholders' equity, the book value of the investment is cancelled and any excess pertaining to the Group, where the Group has undertaken to fulfil the legal or implicit obligations of the investee company, or to cover its losses, is recorded in a specific provision; changes in the equity of companies valued using the equity method, not represented by the result of the income statement, are recorded directly in the statement of comprehensive income;
  • unrealised profits and losses generated by transactions entered into between the Company/subsidiaries and the investee company valued using the equity method, including the distribution of dividends, are eliminated on the basis of the value of the Group's interest in the investee company, except for losses where these represent a reduction in the value of the underlying asset.

CONVERSION OF TRANSACTIONS IN A CURRENCY OTHER THAN THE FUNCTIONAL CURRENCY

Transactions in currencies other than the functional currency of the entity entering into the transaction are converted using the exchange rate in force on the date of the transaction. Exchange gains and losses generated by the closing of the transaction or by the year-end conversion of assets and liabilities in foreign currency are recorded in the income statement.

2.3. Significant accounting standards

The most significant accounting standards and valuation criteria used to prepare the Consolidated financial statements are briefly described below.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at purchase or production cost, net of accumulated depreciation and any impairment losses. The purchase or production cost includes all costs directly incurred to prepare the assets for use, as well as any deinstallation and removal costs that will be incurred as a result of contractual obligations that require restoration of the

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

asset to its original condition. Financial expenses, if directly attributable to the acquisition, construction or production of qualified assets, are capitalised and amortised on the basis of the useful life of the asset to which they refer.

Charges incurred for ordinary and/or cyclical maintenance and repairs are charged to the income statement when they are incurred. Costs relating to the expansion, modernisation or improvement of structural elements owned or under lease are capitalised to the extent that they meet the requirements for separate classification as an asset or part of an asset. Assets recorded in relation to leasehold improvements are depreciated on the basis of the duration of the rental contract, or on the basis of the specific useful life of the asset, if lower.

Depreciation is calculated on a straight-line basis using rates that allow depreciation of assets until the end of their useful life. When the asset subject to depreciation consists of distinctly identifiable elements the useful life of which differs significantly from that of the other parts comprising the asset, depreciation is carried out separately for each of these parts in accordance with the component approach method.

The estimated useful life for the various tangible asset categories is as follows:

Class of property, plant and equipment

Useful life in years
Buildings 33
General installations 7
Specific data centre installations 20
Furniture and furnishings 8
Office equipment 2-5
Vehicles 4

The useful life of property, plant and equipment is reviewed and updated, where applicable, at least at the end of each financial year. Land is not subject to depreciation.,

RIGHT OF USE

Contracts for the leasing of property, plant and equipment entered into as a lessee entail the recognition of an asset representing the right to use the leased asset and the financial liability for the obligation to make the payments envisaged by the contract. In particular, the lease liability is recognised initially as equal to the current value of the future payments to be made, adopting a discount rate equal to the interest rate implicit in the lease or, if this cannot be easily determined, using the lessee's incremental financing rate.

After initial recognition, the lease liability is measured at amortised cost using the effective interest rate and is restated following contractual renegotiations, changes in rates and changes in the valuation of any contractual options envisaged.

The right of use is initially recognised at cost and is subsequently adjusted to take into account amortisation and depreciation, any impairment losses and the effects of any recalculations of lease liabilities.

The Group has decided to adopt certain simplifications envisaged by the Standard, excluding contracts with a duration of less than or equal to 12 months (so-called "short-term", calculated on the residual duration at first-time adoption) and those with a value of less than Euro five thousand (so-called "low-value").

INTANGIBLE ASSETS

Intangible assets are assets without physical substance that are identifiable, controlled by the Group and capable of producing future economic benefits. They are recognised at purchase or internal production cost when it is likely that future economic benefits will be generated from their use and the related cost can be reliably determined. The cost includes directly attributable accessory expenses necessary to make the assets available for use. Development costs are recognised as intangible assets only when the Group can demonstrate the technical feasibility of completing the asset and that it has the ability, intention and availability of resources to complete the asset for use or sale.

Research costs are recognised in the Income Statement.

Intangible assets with a definite useful life are recognised net of the provision for amortisation and any impairment losses. Amortisation is calculated on a straight-line basis over the estimated useful life of the asset, which is reviewed at least annually; any changes in the amortisation criteria are applied prospectively.

See Note 4 "Estimates and Assumptions" for more details on the estimated useful life. Amortisation begins when the intangible asset becomes available for use. Consequently, intangible assets not yet available for use are not amortised but are subject to annual impairment tests.

The Group's intangible assets have a definite useful life.

In particular, the following main intangible assets can be identified within the Group:

(a) Goodwill

Class of intangible assets

Goodwill, if recognised, is classified as an intangible asset with an undefined useful life and is initially recognised at cost, as described above, and subsequently subject to impairment testing at least once a year. No write-back is allowed in the event of a previous write-down for impairment.

(b) Other intangible assets with a definite useful life

Intangible assets with a definite useful life are recognised at cost, as described above, net of accumulated amortisation and any impairment losses. Amortisation begins when the asset becomes available for use and is systematically distributed in relation to its residual possibility of use, i.e. on the basis of its estimated useful life.

The useful life estimated by the Group for the various tangible asset categories is as follows:

Useful life in years
Software licences and similar 5
Client list 10-15
Technological know-how 20

The "Technological know-how" class includes the intangible value of skills and technologies acquired externally by the group as part of the business combination operations carried out; this activity, like client lists, is recorded in the financial statements following the Purchase Price Allocation (PPA) process.

The useful life of intangible fixed assets is reviewed and updated, where applicable, at least at the end of each financial year.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

INVESTMENT PROPERTY

Properties held for the purpose of obtaining lease payments or for the purpose of increasing the value of the investment are recorded under "Investment property". They are evaluated at purchase or production cost, plus any accessory costs, net of accumulated depreciation and any losses in value.

INVESTMENTS RECOGNISED WITH THE EQUITY METHOD - ASSOCIATED COMPANIES

Associated companies are those over which the Group exercises significant influence, which is presumed to exist when between 20% and 50% of the voting rights are held. Investments in associated companies are valued using the equity method and are initially recorded at cost. The equity method is described below:

  • the book value of these investments is aligned with the shareholders' equity adjusted, where necessary, to reflect the applica- tion of IFRS and includes the recognition of the higher values attributed to assets and liabilities and goodwill, if any, identified at the time of acquisition;
  • profits or losses pertaining to the Group are recognised from the date on which the significant influence began and until the date on which the significant influence ceases. If, due to losses, the company valued using the equity method has a negative shareholders' equity, the book value of the investment is cancelled and any excess pertaining to the Group, where the Group has undertaken to fulfil the legal or implicit obligations of the investee company, or to cover its losses, is recorded in a specific provision; changes in the equity of companies valued using the equity method, not represented by the result of the income statement, are recorded directly in the statement of comprehensive income;
  • unrealised profits and losses generated by transactions entered into between the Company/subsidiaries and the investee company valued using the equity method, including the distribution of dividends, are eliminated on the basis of the value of the Group's interest in the investee company, except for losses where these represent a reduction in the value of the underlying asset.

IMPAIRMENT OF NON-FINANCIAL ASSETS - REDUCTION IN THE VALUE OF INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTY

(a) Goodwill

As previously stated, goodwill, if recognised, is subject to impairment testing once a year or more frequently if there are indications that its value may have been impaired. As of April 30, 2023, the Sesa Group has not recognised any goodwill. In the presence of goodwill, the impairment test is carried out with reference to each of the cash generating units (CGUs) to which the goodwill has been allocated. Any impairment of goodwill is recognised if its recoverable value is lower than its book value. Recoverable value is the higher between the fair value of the CGU, net of disposal costs, and its value in use, the latter being the current value of estimated future cash flows for the asset. In determining the value in use, expected future cash flows are discounted using a pre-tax discount rate that reflects current market evaluations of the cost of money, compared to the period of the investment and the specific risks of the asset. If the impairment resulting from the impairment test is greater than the value of goodwill allocated to the CGU, the residual excess is allocated to the assets included in the CGU in proportion to their carrying amount. Such allocation shall be limited by the higher of the following amounts:

  • the fair value of the asset net of sale expenses;
  • the value in use, as defined above;
  • zero.

The original value of goodwill cannot be restored if the reasons for its reduction in value no longer exist.

(b) Assets (intangible assets, property, plant and equipment and investment property) with a definite useful life

At each balance sheet date, an impairment test is carried out to determine whether there are any indications that property, plant and equipment, intangible assets or investment property may have suffered a loss in value. To this end, both internal and external sources of information are considered. With regard to the former (internal sources), the following are considered: the obsolescence or physical deterioration of the asset, any significant changes in the use of the asset and the economic performance of the asset compared to expectations. As regards external sources, the following are considered: the trend in the market prices of the assets, any technological, market or regulatory discontinuities, the trend in market interest rates or

in the cost of the capital used to evaluate the investments.

If the presence of such indicators is identified, the recoverable value of the above-mentioned assets is estimated, recording any write-down with respect to the relative book value in the income statement. The recoverable value of an asset is the higher between the fair value, net of sale costs, and its value in use, the latter being the current value of estimated future cash flows for the asset. In determining the value in use, expected future cash flows are discounted using a pre-tax discount rate that reflects current market evaluations of the cost of money, compared to the period of the investment and the specific risks of the asset. For an asset that does not generate largely independent cash flows, the recoverable value is determined in relation to the cash generating unit (CGU) to which the asset belongs.

The Sesa Group opertes through four operating segments: The VAS Sector, the SSI Sector, the Business Services Sector and the Corporate Sector. Strategic Business Units ("SBUs") are identified within the Sectors, bringing together companies that share common characteristics in terms of strategy, target business, go to market, key people, skills and marketing activities. The breakdown of the business by SBUs reflects the Group's operational and participative management and the way in which management assesses performance. The Group has structured a monthly control system that assesses performance at SBU level and has been consolidating and integrating minority shareholders into SBU holding companies for years. This allows the alignment of interests, a single market approach and synergies in marketing, sales and specialist structures. SBU management is measured on the performance of the SBU. For the above reasons, the CGU is identified in the SBU. If the SBU is not yet established, the CGU is identified in the individual subsidiary. This breakdown reflects the management of the group. A loss in value is recognised in the income statement if the book value of the asset, or of the related CGU to which it is allocated, is higher than its recoverable value. Impairment of CGUs are first recognised as a reduction in the book value of any goodwill attributed to them and then as a reduction in other assets, in proportion to their book value and within the limits of their recoverable value. If the conditions for a previously made write-down no longer exist, the book value of the asset is restored and recorded in the income statement, within the limits of the net book value that the asset in question would have had if the write-down had not taken place and the relative amortisation had been applied.

TRADE RECEIVABLES AND OTHER FINANCIAL ASSETS

Based on the characteristics of the instrument and the business model adopted for its management, the following three categories are distinguished in compliance with IFRS 9

(i) financial assets measured at amortised cost; (ii) financial assets measured at fair value, recording the effects among the other comprehensive income components; (iii) financial assets measured at fair value, recording the effects in the income statement.

Financial assets are measured using the amortised cost method if both of the following conditions are met:

  • the financial asset management model consists of holding the financial asset for the sole purpose of collecting the related cash flows;
  • the financial asset generates, at contractually predetermined dates, cash flows that are exclusively representative of the return on the financial asset.

Financial assets representing debt instruments with a business model that envisages both the possibility of collecting the contractual cash flows and the possibility of realising capital gains on disposal (so-called business model hold to collect and sell), are measured at fair value, recording the effects under comprehensive income (FVTOCI).

A financial asset represented by debt securities that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement (FVTPL). Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Trade receivables are included in current assets, with the exception of those with a contractual maturity in excess of twelve months from the balance sheet date, which are classified as non-current assets. In the case of factoring transactions for trade receivables that do not involve transferral to the factor of the risks and rewards associated with the receivables assigned (the Group continues to be exposed to the risk of insolvency and delayed payment - the so-called assignments with recourse), the transaction is treated in the same way as a loan secured by the receivable subject to assignment. In this case, the receivable assigned continues to be represented in the Group's balance sheet and financial report until it is collected by the factor and any advance obtained from the factor is offset by a financial payable. The financial

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

statements as of

cost of factoring transactions is represented by interest on the amounts advanced recognised in the income statement on an accruals basis, which are classified as financial expense. Commissions accruing on sales with recourse are included under financial expense, while commissions on sales without recourse are recorded under other operating costs.

IFRS 9 defines a new impairment/write-down model for these assets, with the aim of providing useful information to users of the financial statements on the relative expected losses. For trade receivables, the Group adopts a simplified approach to valuation which does not require the recognition of periodic changes in credit risk, but rather the recognition of an Expected Credit Loss ("ECL") calculated over the entire life of the receivable.

Receivables are entirely written down when there is objective evidence that the Group will not be able to recover the receivable due from the counterparty on the basis of the contractual terms.

Objective evidence includes events such as:

  • significant financial difficulties of the debtor;
  • legal disputes with the debtor relating to receivables;
  • the likelihood that the debtor will go bankrupt or that other financial restructuring procedures will be initiated,

The amount of the write-down is measured as the difference between the book value of the asset and the current value of the estimated future cash flows and recorded in the income statement. If the reasons for the previous write-downs cease to apply in subsequent periods, the value of the asset is reinstated up to the value that would have derived from the application of the amortised cost.

INVENTORY

Inventories are recorded at the lower between purchase or production cost and net realisable value, represented by the amount that the Group expects to obtain from their sale in the normal course of business, net of sale costs. The cost is determined using the FIFO method. The cost of finished and semi-finished products includes design costs, raw materials, direct labour costs and other production costs (determined on the basis of normal operating capacity). The valuation of inventories does not include financial expense, which is charged to the income statement when incurred, as the timing conditions for capitalisation are not met. Inventories of raw materials and semi-finished products that can no longer be used in the production cycle, and inventories of finished products that cannot be sold, are written down.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and bank deposits available and other forms of short-term investment with an original maturity of three months or less.

NON-CURRENT ASSETS HELD FOR SALE

Non-current assets with a book value that will be recovered mainly through sale rather than through continuous use are classified as held for sale and reported separately from other assets in the balance sheet and financial report. This condition is considered met when the sale is highly probable and the asset or group of assets being disposed of is available for immediate sale in its present condition.

Non-current assets held for sale are not subject to amortisation and are measured at the lower between their book value and fair value, minus sale costs.

A discontinued operating asset represents a part of the enterprise that has been disposed of or classified as held for sale and (i) represents an important business unit or geographical area of activity; (ii) is part of a coordinated plan

to dispose of an important business unit or geographical area of activity; or (iii) is a subsidiary acquired solely for the purpose of being resold.

The results of discontinued operating assets are disclosed separately in the income statement, net of tax effects. The corresponding figures for the previous year if any, are reclassified and disclosed separately in the income statement, net of tax effects, for comparative purposes.

FINANCIAL LIABILITIES

Financial payables are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method. In compliance with IFRS 9, they also include trade payables and payables of a varying nature. Financial payables are classified as current liabilities, except for those maturing more than twelve months after the balance sheet date and those for which the Group has an unconditional right to defer payment for at least twelve months after the reference date.

Financial payables are recorded at the date of negotiation of the transaction and are removed from the financial statements when they are extinguished and when the Group has transferred all the risks and charges relating to the instrument.

FINANCIAL LIABILITIES FOR RIGHTS OF USE

Lease agreement liabilities are initially measured at the current value of future lease payments unpaid at the lease commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. In general, the Group uses its own incremental borrowing rate as the discount rate. The Group determines the incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and the type of asset leased.

Lease payments included in the measurement of the lease liability are as follows:

  • the purchase fixed payments;
  • option exercise price that the Group is rea- sonably certain to exercise and penalties for early termi- nation of a lease, unless the Group is reasonably certain not to terminate the lease early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured in the event of a change in future lease payments resulting from a change in an index or a rate, in the event of a change in the Group's estimate of the amount expected to be paid under a residual value guarantee, in the case of a change in the Group's assessment of the exercise of a purchase, extension or termination option or in the case of early termination of a purchase, extension or termination option, or if the payment of a fixed lease is revised in substance.

When the lease liability is remeasured in this way, an adjustment corresponding to the carrying amount of the right of use is made, or it is recognised in the income statement if the carrying amount of the right of use has been reduced to zero. The Group has chosen not to recognise assets and liabilities arising from the right of use for leases of low-value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis for the duration of the lease.

FINANCIAL LIABILITIES WITH MINORITY SHAREHOLDERS - PAYABLES AND COMMITMENTS WITH MINORITY SHAREHOLDERS FOR EQUITY INVESTMENTS

Financial liabilities arising from put and call option agreements on minority interests and the variable components of the purchase cost of equity investments (so-called earn-outs) are recognised at fair value at the date the agreements are signed. The valuation of the liability is subsequently remeasured at the end of each reporting period and any changes are recognised in the income statement.

In cases in which less than 100 percent of the shares of a subsidiary in a business combination are acquired, a put option may be granted to the seller allowing them to sell their remaining interest in the subsidiary to the buyer at a specified price or in accordance with a predetermined pricing model.

Financial liabilities arising from put option agreements

As already mentioned in the "Subsidiaries and Consolidation Procedures" section, the acquisition of control of a business is recognised in accordance with IFRS 3.

With regard to the put option granted to the selling shareholders, regardless of whether the price of exercising the put option is fixed or variable, in accordance with IAS 32 (paragraph 23), as these agreements entail an obligation for the Company to purchase shares, the Group recognises the a financial liability at the current value of the amount that the counterparty could be required to pay under the option agreement.

Reference is made to IFRS 10, IAS 32 and IFRS 9 for the purpose of defining the balancing entry for the initial recognition of the financial liability for the purchase of equity investments. To this end, the transfer to the Group of the risks and rewards associated with the investment and the residual interests arising from the performance of the investment is analysed. If the way in which the put option price is defined is predetermined in the option agreement, i.e., with a fixed multiplier, the Group considers that the transfer of risks and rewards has already taken place and, as a result, the value of the financial liability arising from the put option is recognised as a reduction of minority interests. Moreover, based on the way the final price is determined, the Group considers that the selling shareholders do not retain any residual interest from the equity investment. Therefore, the shares of the results of the subsidiaries are not attributed to minority interests and any dividends paid to them are recorded as a balancing entry to the

  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

financial liability related to the put options granted to minority shareholders.

Subsequent changes in the current value of the financial liability in connection with these put options are recognised in the income statement.

Financial liabilities for earn-outs

Contingent consideration identified as an earn-out is an obligation of the buyer to transfer further financial assets to the former owners of the company acquired as part of the exchange of control of the company acquired if specific future events occur or certain conditions are met. All contingent consideration is measured at fair value on the acquisition date and included in the consideration transferred in the acquisition.

The fair value of contingent consideration is initially recognised by the buyer on the acquisition date as part of the consideration transferred, measured at fair value on the acquisition date. Subsequent changes in the current value of contingent consideration resulting from additional information about facts and circumstances existing on the acquisition obtained by the buyer during the measurement period are measurement period adjustments; consequently, the recognition of the acquisition is adjusted. Contingent consideration classified as an asset or liability is subsequently remeasured at the current value on each balance sheet date until the event is extinguished, and changes in the current value are recognised in the income statement.

DERIVATIVE INSTRUMENTS

Derivatives are evaluated as securities held for trading and measured at fair value with a balancing entry in the income statement. They are classified under other current and noncurrent assets or liabilities.

Financial assets and liabilities with a balancing entry in the income statement are initially recognised and subsequently measured at fair value and the relative accessory costs are immediately expensed in the income statement. Profits and losses deriving from changes in the fair value of exchange rate derivatives are presented in the income statement under financial income and expense in the period in which they are recorded.

EMPLOYEE BENEFITS

Short-term benefits consist of wages, salaries, relative social security charges, payments in lieu of holidays and incentives in the form of bonuses payable in the twelve months following the balance sheet date. These benefits are recorded as components of payroll costs in the period in which the work is performed.

Defined-benefit plans, which also include severance indemnities due to employees pursuant to Article 2120 of the Italian Civil Code ("TFR"), include the amount of benefits payable to employees that can only be quantified after termination of employment, and are linked to one or more factors such as age, years of service and remuneration; consequently, the relative cost is recorded in the income statement on the basis of actuarial calculations. The liability recognised in the financial statements for defined benefit plans corresponds to the current value of the bond at the balance sheet date

Obligations for defined benefit plans are determined annually by an independent actuary using the projected unit credit method. The current value of the defined benefit plan is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in Euro, which takes into account the duration of the relative pension plan. Actuarial profits and losses arising from the abovementioned adjustments and changes in actuarial assumptions are recognised in comprehensive statement of income.

As of January 1, 2007, the 2007 budget law and the relative implementation decrees introduced significant changes to the

rules governing employee severance indemnities, including the possibility for employees to choose the destination of their accruing employee severance indemnities. In particular, new flows of severance indemnity may be allocated by the employee to selected pension schemes or kept within the company. In the case of allocation to external pension funds, the company is only required to pay a defined contribution to the fund chosen, and from that date the newly accrued amounts are considered defined contribution plans which are not subject to actuarial evaluation.

STOCK GRANT PLAN

In compliance with IFRS 2 - Share-based payments, the total amount of the current value of the stock grants at the assignment date is recognised entirely in the income statement under payroll costs, with a balancing entry recognised directly under shareholders' equity. If there is a "vesting period" in which certain conditions must be met (achievement of goals) for the assignees to become holders of the right, the cost of

remuneration, determined on the basis of the current value of the shares at the assignment date, is recognised under payroll costs on a straight-line basis over the period between the assignment date and the vesting date, with a balancing entry recognised directly under shareholders' equity.

PROVISIONS FOR RISKS AND CHARGES

Provisions for risks and charges are set aside to hedge losses and specific expenses which definitely or probably exist but for which the amount or date of occurrence cannot be determined. The entry is recorded only when there is a current obligation, legal or implicit, for a future outflow of economic resources as a result of past events and it is probable that such outflow is necessary for the fulfilment of the obligation.

This amount represents the best estimate of the cost of extinguishing the obligation. The rate used to determine the current value of the liability reflects current market values and takes into account the specific risk associated with each liability. When the financial effect of time is significant and the dates of payment of the obligations can be reliably estimated, the provisions are measured at the current value of the expected outlay using a rate that reflects market conditions, the change in the cost of money over time and the specific risk associated with the obligation. The increase in the value of the provision, determined by changes in the cost of money over time, is recorded as interest expense. The risks for which the occurrence of a liability is only a possibility are indicated in the specific section providing information on potential liabilities and no provision is made for them.

TRADE PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method.

DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES RELATED TO TRADE RECEIVABLES

The company uses contracts for the assignment of trade receivables "without recourse". Financial assets referring to trade receivables are derecognised whenever one of the following conditions occurs:

• the contractual right to receive the cash flows associated with the receivable has expired;

• the Group has transferred substantially all risks and rewards associated with the receivable, either by transferring its rights to receive cash flows from the asset or by entering into a contractual obligation to transfer the cash flows received to one or more possible beneficiaries under a contract that meets the requirements of IFRS 9 (the "pass through test"); the Group has neither transferred nor substantially retained all the risks and rewards associated with the financial asset related to the assigned trade receivables, but has transferred control.

Financial liabilities related to trade receivables assigned are derecognised when they are settled, i.e. when the contractual obligation is fulfilled, cancelled or expired.

EARNINGS PER SHARE

(a) Earnings per share - basic

Basic earnings per share is calculated by dividing the Group's share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares.

(b) Earnings per share - diluted

Diluted earnings per share is calculated by dividing the Group's share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares. To calculate diluted earnings per share, the weighted average number of shares in circulation is modified by assuming the exercise by all the assignees of rights that potentially have a diluting effect, while the Group's share of profit is adjusted to take into account any effects, net of taxes, of the exercise of such rights.

TREASURY SHARES

Treasury shares are recorded as a reduction in shareholders' equity. The original cost of the treasury shares and the revenues deriving from any subsequent sales are recorded as changes in shareholders' equity.

RECOGNITION OF REVENUES

On the basis of the five-stage model introduced by IFRS 15, the Group proceeds with the recognition of revenues after identifying the contracts with its customers and the relative services to be provided (transfer of goods and/or services), determining the payment to which it believes it is entitled in exchange for the provision of each of these services, and assessing the manner in which these services are to be management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

  4. Separate financial statements as of April 30, 2024

provided (fulfilment at a given time versus fulfilment over time).) When the above requirements are met, the Group applies the recognition rules described:

  • revenues from the sale of products are recognised when control connected with ownership of the goods is transferred to the buyer, or when the customer acquires full capacity to decide on the use of the goods and to substantially reap all the benefits;
  • revenues from services are recognised when they are rendered with reference to the state of progress;
  • revenues also include lease payments recognised on a straight-line basis throughout the duration of the contract.

Revenues are recognised at the fair value of the price received for the sale of products and services in the ordinary course of the Group' s business. Revenues are recognised net of value added tax, expected returns, allowances, discounts and certain marketing activities carried out with the help of customers, the value of which depends on the revenues themselves.

In application of IFRS 15, the Group has identified the distribution of specific software solutions and the sale of cloudbased software as revenues to be recognised in agent mode.

RECOGNITION OF COSTS

Costs are recognised when they relate to goods and services purchased or consumed during the year or by systematic allocation. Cash discounts on invoices defined with technology suppliers are deducted from the purchase cost as the commercial component is considered to be the predominant component.

OTHER FINANCIAL INCOME AND EXPENSE

For all financial assets and liabilities measured at amortised cost and interest-bearing financial assets classified as at fair value and recognised in the Comprehensive Income Statement, interest income and interest expense are recognised using the effective interest rate method.

Interest income is recognised to the extent that it is likely that the Group will reap economic benefits and their amount can be reliably measured. Other financial income and expenses also include changes in the fair value of financial instruments other than derivatives.

DIVIDENDS

Dividends are recognised when the unconditional right to receive payment is established. Dividends and interim dividends payable to shareholders of the Parent Company and to minority interests are recognised as a change in shareholders' equity on the date they are approved by the Shareholders' Meeting and the Board of Directors, respectively.,

TAXES

Current income taxes

Current income taxes for the year, recorded under "current tax payables" net of payments on account, or under "current tax receivables" if the net balance is a receivable, are determined on the basis of estimated taxable income and in accordance with current regulations.

These payables and receivables are determined by applying the tax rates envisaged by measures enacted or substantially enacted as of the balance sheet date.

Current taxes are recognised in the Income Statement, with the exception of those relating to items recognised outside the Income Statement, which are recognised directly in shareholders' equity.

Deferred income tax assets and liabilities

Deferred tax liabilities and deferred tax assets are calculated on the temporary differences between the book values of liabilities and assets recognised in the financial statements and the corresponding values recognised for tax purposes, applying the tax rate in force on the date the temporary difference occurs, determined on the basis of the tax rates envisaged by measures enacted or substantially enacted as of the balance sheet date.

Deferred tax liabilities are recognised in relation to taxable temporary differences, unless such liabilities arise from the initial recognition of goodwill or with reference to taxable temporary differences relating to investments in subsidiaries, associated companies, when the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets refer to all deductible temporary differences, as well as to the carrying forward of unused tax losses and tax credits.

Deferred and prepaid income taxes are recognised in the Income Statement, with the exception of those related to items recognised outside the Income Statement, which are recognised directly in shareholders' equity.

Deferred tax assets and deferred tax liabilities are offset only if there is a legally enforceable right to offset current tax assets against current tax liabilities and if they relate to income taxes levied by the same taxation authority on the same taxable entity or on different taxable entities that intend to settle current tax liabilities and assets on a net basis, or realise the assets and settle the liabilities simultaneously, in each subsequent period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

2.4. Newly issued accounting standards

Listed below are the standards that had already been issued on the date of preparation of the Group's consolidated financial statements but were not yet in force. The list refers to standards and interpretations that the Group expects will be reasonably applicable in the future. The Group intends to adopt these standards when they become effective.

DEFERRED TAXES RELATING TO ASSETS AND LIABILITIES ARISING FROM A SINGLE TRANSACTION (AMENDMENTS TO IAS 12)

The amendments narrow the scope of application of the exemption to the initial recognition of deferred taxes in order to exclude transactions that result in equal and offsettable temporary differences, such as leases and decommissioning obligations. The amendments became effective for financial years beginning on or after January 1, 2023. Deferred tax assets and liabilities relating to leases and decommissioning obligations must therefore be recognised from the beginning of the earliest comparative period presented, with any cumulative effect recognised as an adjustment to profits carried forward or among other equity components as of that date. For all other transactions, the amendments apply to transactions occurring after the beginning of the earliest period presented. Previously, the Group recognised deferred taxes on leases using the "integrally linked" approach, achieving the same result as the application of this amendment, except that deferred tax assets or liabilities were recognised on a net basis.

Following the amendment, the Group recognises deferred tax assets on lease liabilities and deferred tax liabilities on the right of use asset separately, but with no impact on the balance sheet, as these balances can be offset. The application of the amendment had no impact on retained earnings as of January 1, 2022. The main impact of the amendment is the different presentation of deferred tax assets and liabilities in the notes to the financial statements, for details of which please see Note 16 "Income Taxes" of this document.

DEFINITION OF ACCOUNTING ESTIMATE – AMENDMENTS TO IAS 8

In February 2021, the IASB issued amendments to IAS 8, introducing a definition of "accounting estimates". The amendments clarify the distinction between changes in accounting estimates and changes in accounting standards and correction of errors. They also clarify how entities use measurement techniques and input to develop accounting estimates. The amendments are effective for financial years beginning on or after January 1, 2023 and apply to changes in accounting standards and changes in accounting estimates that occur on or after the beginning of the period. Earlier application is permitted on condition that it is disclosed.

These amendments had no significant impact on the Group.

AMENDMENT TO IASI 12 - INCOME TAXES: INTERNATIONAL TAX REFORM - SECOND PILLAR

Effective January 1, 2024, the Sesa Group, as a

multinational group that has exceeded the revenue threshold of Euro 750 million for two out of the previous four financial years, falls within the scope of the second-pillar income taxes envisaged by Directive (EU) 2022/2523, adopted in Italy by Legislative Decree No. 209 of December 27, 2023, aimed at ensuring a global minimum level of taxation for multinational groups of companies and large-scale domestic groups in the Union (so-called global minimum tax). Under paragraph 4.A. of IAS 12 (paragraph added by Regulation (EU) 2023/2468 of the European Commission), which envisages, as an exception to the provisions of the standard, no recognition or disclosure of deferred tax assets and liabilities relating to second-pillar income taxes, no information is disclosed and no deferred tax assets or liabilities relating to second-pillar income taxes are recognised. The exposure to second-pillar income taxes arises, for all Group companies that are located within each individual jurisdiction, from the level of effective taxation which, for each such jurisdiction, depends on various factors, including interrelated factors, primarily the income produced therein, the level of the nominal tax rate, the tax rules for determining the tax base, and the provision, form and enjoyment of incentives or other tax benefits. Moreover, given the novelty and complexity underlying the determination of the level of effective taxation,

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

statements as of

the second pillar legislation envisages, for the first periods of effectiveness (the so-called transitional regime valid for periods beginning before December 31, 2026 and ending no later than June 30, 2028), the possibility of applying a simplified regime (so-called transitional safe harbour from country-by-country reporting) based mainly on accounting information available for each relevant jurisdiction which, if at least one of three tests is passed, results in a reduction in compliance costs and the elimination of second-pillar taxes.

Based on known or reasonably estimable information, the Sesa Group's exposure to second-pillar income taxes as of the balance sheet date is considered insignificant.

AMENDMENT TO IASI 1: CLASSIFICATION OF LIABILITIES AS CURRENT AND NON-CURRENT

In 2020 and 2022, the IASB published amendments to IAS 1 with the aim of clarifying the requirements for classifying liabilities as current or non-current, also in relation to liabilities subject to covenants, and defining the disclosures to be provided in the financial statements. The amendments will be effective for financial years beginning on or after January 1, 2024, and shall be applied retrospectively.

The Group is currently assessing the impact the amendments will have on the current situation.

AMENDMENTS TO IFRS 16 LEASES: SALE AND LEASEBACK LEASE LIABILITIES

In September 2022, the IASB issued amendments to IFRS16 with the aim of specifying the parameters to be used by the lessor - seller in accounting for the variable lease payments that occur in a Sale and Leaseback transaction. The amendments introduce a new model of accounting for variable payments and will require the lessor-seller to reassess and potentially reformulate sale and leaseback transactions entered into from 2019. The amendments will be effective for financial years beginning on or after January 1, 2024, and must be applied retrospectively to Sale and Leaseback transactions entered into after the initial application of IFRS16. Earlier application is permitted on condition that it is disclosed. The Group is currently assessing the impact the amendments will have on the current situation.

AMENDMENTS TO IAS 7 STATEMENT OF CASH FLOWS AND IFRS 7 FINANCIAL INSTRUMENTS

In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments to clarify the characteristics of financial arrangements with suppliers and require more disclosures to be made in the financial statements. The increased disclosure requirements are intended to enable readers of financial statements to understand the effects of financial arrangements with suppliers on liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for financial years beginning on or after January 1, 2024; however, earlier application is permitted as long as the fact is disclosed.

The changes are not expected to have a significant impact on the Group.

AMENDMENT TO IAS 21 EFFECTS OF CHANGES IN FOREIGN CURRENCY EXCHANGE RATES

In August 2023, the IASB issued an amendment to IAS 21 Effects of changes in foreign currency exchange rates, clarifying:

  • when a currency is not exchangeable for other currencies;
  • how a company should estimate spot exchange rates when a currency cannot be exchanged. The amendments will require more detailed disclosures to enable readers of financial statements to understand the spot exchange rate used, the estimation process, the nature and impact of using an estimated exchange rate on financial statement data, and the risks to the company associated with the non-interchangeability of the currency. The amendments will be effective for financial years beginning on or after January 1, 2025. Earlier application is permitted.

The changes are not expected to have a significant impact on the Group.

3. Financial Risk Mangement

The Group's assets are exposed to the following risks: market risk (defined as exchange and interest rate risk), credit risk, liquidity risk and capital risk. The Group's risk management strategy aims to minimise potential negative effects on the Group's financial performance. Risk management is centralised in the treasury function, which

identifies, evaluates and hedges financial risks in close collaboration with the Group's operating units. The treasury

function provides indications for monitoring risk management, as well as indications for specific areas, concerning interest rate risk, exchange rate risk and the use of derivative and nonderivative instruments.

MARKET RISK

The Group is exposed to market risks with regard to interest rates and exchange rates.

INTEREST RATE RISK

Exposure to interest rate risk mainly derives from the fact that Group companies carry out a commercial activity characterised by a negative financial requirement during certain periods of the year.

This need is hedged through the sale of receivables, loans and credit lines at floating rates. The Group did not consider it appropriate to activate specific financial instruments to hedge interest rate risks, as, considering the current level of financial indebtedness and interest rates, these would, on the whole, be inconvenient compared to any benefits. The amount of floating rate debt not hedged by the interest rate risk represents the main risk element due to the possible impact on the income statement as a result of an increase in market interest rates. On the basis of an analysis of the Group's indebtedness, it should be noted that all long-term and short-term debts as of April 30, 2024 are at floating rates.

EXCHANGE RATE RISK

The Group is active mainly on the Italian market and its exposure to exchange rate risk is limited to a few minor purchases and sales of goods in US dollars.

In order to reduce the exchange rate risk deriving from expected assets, liabilities and cash flows in foreign currencies, the Group uses forward contracts to hedge cash flows in currencies other than the Euro. The Group mainly establishes the exchange rates of the functional currencies of the Group companies (Euro) against the US dollar, as some purchases and sales of consumables and goods are denominated in US dollars. In fact, it is the Group's policy to hedge, where possible, commercial forecast flows in US dollars deriving from certain or highly probable contractual commitments. The maturity of existing forward contracts does not exceed 12 months. The instruments adopted by the Group do not meet all the requirements necessary to be recorded in accordance with the rules of hedge accounting. As of April 30, 2024, there were 71 forward contracts of which 61 with a positive fair value of Euro 517 thousand, and 10 contracts with a negative fair value of Euro 85 thousand.

CREDIT RISK

Credit risk essentially derives from receivables from customers for the sale of products and services. As regards credit risk relating to the management of financial and cash resources, deposited on a pro tempore basis with credit institutions, the Group has procedures in place to ensure that relations are maintained with high-profile and secure independent counterparties. As of April 30, 2024, almost all of the financial and cash resources are deposited with contracted or investment grade counterparties.

To mitigate credit risk related to commercial counterparties, the Group has implemented procedures aimed at ensuring that sales of products are carried out with customers considered reliable on the basis of past experience and available information, as well as using risk hedging procedures using credit insurance and/or non-recourse factoring contracts. Furthermore, the Group constantly monitors its commercial exposure and ensures that receivables are collected in compliance with the contractual deadlines.

With reference to trade receivables, the most risky situation concerns relations with resellers. The collections and payment times of these receivables are, therefore, monitored constantly. The amount of financial assets considered doubtful and not significant is however hedged by appropriate accruals to the provision for bad debts. See note 24 for more details on the provision for bad debts.

The following table provides a breakdown of current trade receivables as at April 30, 2024 and April 30, 2023, grouped by due date, net of the portion of the provision for bad debts.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

Current Trade Receivables

(Euro thousands) At April 30 ,2024 At April 30 ,2023
Yet to mature 474,162 416,978
Expired by 0-90 days 78,856 83,119
Expired by 90-180 days 12,020 14,079
Expired by 180-360 days 4,116 13,652
Expired by over 360 days 1,985 2,440
Total 571,138 530,268

The change in overdue receivables reflects the increase in the Group's business volume, while there is an improvement over the previous year in the overdue portion, which, however, remains adequately monitored by the Group and is evaluated in the estimate of the allowance for doubtful accounts.

LIQUIDITY RISK

Liquidity risk is associated with the Group's ability to fulfil its commitments deriving mainly from financial liabilities. Prudent management of the liquidity risk arising from the Group's normal operations implies maintaining an adequate level of cash and cash equivalents and the availability of funds obtainable through an adequate amount of credit lines.

It should also be noted that:

  • there are different sources of financing, with different banks;
  • there are no significant concentrations of liquidity risk with regard to both financial assets and sourcing of funding.

The following tables show the expected cash flows in future years for financial liabilities as of April 30, 2024 and April 30, 2023:

At April 30, 2024

(Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 years
Current and non-current loans 315,287 97,698 217,589
Short-term loans 57,683 57,683
Payables and commitments for the purchase
of participations from minority shareholders
160,200 25,972 123,473 10,755
Advances received from factoring companies 1,774 1,774
Financial liabilities for rights of use 48,132 15,260 30,467 2,405
Trade payables 638,010 638,010
Other current and non-current payables 231,894 231,894

At April 30, 2023

(Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 years
Current and non-current loans 253,767 78,473 175,294
Short-term loans 51,475 51,475
Payables and commitments for the purchase
of participations from minority shareholders
155,740 45,061 91,357 19,322
Advances received from factoring companies 762 762
Financial liabilities for rights of use 50,075 12,701 26,109 11,265
Trade payables 586,074 586,074
Other current and non-current payables 229,046 229,046

CAPITAL RISK

The Group's goal in terms of capital risk management is mainly to safeguard business continuity so as to guarantee returns for shareholders and benefits for other stakeholders. The Group also aims to maintain an optimal capital structure in order to reduce the cost of borrowing.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

FINANCIAL ASSETS AND LIABILITIES BY CATEGORY

With reference to the classification and valuation of financial assets, it should be noted that the financial assets held by the group are valued:

  • at amortised cost in the case of financial assets relating to the "hold to collect" business model;
  • at fair value, recorded under other comprehensive income components in the case of financial assets relating to the "hold to collect and sell" business model.

A financial asset representing a debt instrument that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement. The fair value of trade receivables and other financial assets, trade payables and other payables and other financial liabilities, recorded under "current" items of the statement of financial position measured using the amortised cost method, as these are mainly assets underlying commercial transactions the settlement of which is envisaged in the short term, does not differ from the book values of the financial statements as of April 30, 2024 and April 30, 2023. Non-current financial assets and liabilities are settled or measured at market rates and their fair value is therefore deemed to be substantially in line with current book values. The following table provides a breakdown of financial assets and liabilities by category as of April 30, 2024 and April 30, 2023:

At April 30, 2024

(Euro thousands Assets and liabilities
at amortised cost
Assets and
liabilities at FVPL
Assets and liabilities at FVPL /
Derivate financial instruments
Total
Assets
Current trade receivables 571,138 571,138
Other current and non-current assets 131,629 18,412 517 150,558
Cash and cash equivalents 577,474 577,474
Total assets 1,280,241 18,412 517 1,299,170
Liabilities
Current and non-current loans 374,744 374,744
Payables and commitments for the purchase
of participations from minority shareholders
25,140 135,060 160,200
Financial liabilities for rights of use 48,132 48,132
Trade payables 638,010 638,010
Other current liabilities 231,809 85 231,894
Total liabilities 1,317,835 135,060 85 1,452,980

At April 30, 2023

(Euro thousands) Assets and liabilities
at amortised cost
Assets and
liabilities at FVPL
Assets and liabilities at FVPL /
Derivate financial instruments
Total
Assets
Current trade receivables 530,268 530,268
Other current and non-current assets 128,297 17,484 145,781
Cash and cash equivalents 537,507 537,507

At April 30, 2023

(Euro thousands) Assets and liabilities
at amortised cost
Assets and
liabilities at FVPL
Assets and liabilities at FVPL /
Derivate financial instruments
Total
Total assets 1,196,072 17,484 1,213,556
Liabilities
Current and non-current loans 306,044 306,044
Payables and commitments for the purchase
of participations from minority shareholders
34,823 120,917 155,740
Financial liabilities for rights of use 50,075 50,075
Trade payables 586,074 586,074
Other current liabilities 227,131 1,915 229,046
Total liabilities 1,204,107 120,917 1,915 1,326,939

FAIR VALUE ESTIMATE

IFRS 13 defines fair value as the price that would be received for the sale of an asset or paid for the transfer of a liability at the measurement date in a free transaction between market operators. The fair value of financial instruments listed on an active market is based on the market prices on the closing date. The fair value of instruments that are not listed on an active market is determined using valuation techniques based on a series of methods and assumptions linked to market conditions at the balance sheet date. The following table shows the classification of the fair values of financial instruments on the basis of the following hierarchical levels:

  • Level 1: Fair value determined with reference to listed (unadjusted) prices on active markets for identical financial instruments;
  • Level 2: Fair value determined using valuation techniques with reference to variables observable on active markets;
  • Level 3: Fair value determined using valuation techniques with reference to variables that cannot be observed on active markets.

The table below shows the assets and liabilities that, as of April 30, 2024, were measured and recorded at fair value, indicating the hierarchical level of their fair value:

Estimate fair value

(Euro thousands) Level 1 Level 2 Level 3
Asset measured at Fair Value
Derivative financial instruments 517
Assets available for sale
Investments in other companies 12,755
Other Assets 5,657
Total 6,174 12,755
Liabilities measured at Fair Value
Derivative financial instruments 85
Financial liabilities at fair value through profit or loss 21,413
Other Liabilities 113,647
Total 135,145
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

Derivative financial instruments include forward currency transactions entered into by the Group to manage the exchange rate risk on certain supplies in currencies other than the Euro. The fair value of assets and liabilities was determined using the exchange rates in foreign currency observed at the date of preparation of the financial statements.

Other assets include shares in mutual funds issued by leading brokers and recorded at fair value according to data observable on the active market and an insurance policy measured at fair value on the basis of redemption value.

Derivative financial instruments include the fair value (MtM) of forward transactions in the Euro/Dollar category as of April 30, 2023.

Non-current investments in other companies refer to companies that are not listed on an active market. These investments are valued at cost less any impairment losses. The evaluation of these investments therefore represents the best approximation of the fair value.

Financial liabilities at fair value and other liabilities include financial payables for contractual earn-outs and payables for put options issued on shares of companies over which the Group has already acquired control. The valuation was determined on the basis of the net expected value of the earn-out and exercise of the put options.

The following tables show the changes in Level 1, Level 2 and Level 3 during the year ended April 30, 2024:

(Euro thousands) Level 1
Balance at April 30, 2023
Profits and (losses) through profit or loss
Increases/(Decreases)
Balance at April 30, 2024
Total
(Euro thousands) Level 2
Balance at April 30, 2023 (117,728)
Profits and (losses) through profit or loss 12,447
Increases/(Decreases) (23,690)
Balance at April 30, 2024 (128,971)
Total (128,971)
(Euro thousands) Level 3
Balance at April 30, 2023 12,380
Profits and (losses) through profit or loss (254)
Increases/(Decreases) and reclassifications 629
Balance at April 30, 2024 12,755
Total 12,755

4. Estimates and Assumptions

The preparation of the financial statements requires the application by the directors of accounting standards and methods that, in some circumstances, are based on difficult and subjective assessments and estimates based on historical experience and assumptions that are considered reasonable and realistic in relation to the relative circumstances.

The application of these estimates and assumptions influences the amounts reported in the financial statements, the statement of financial position, the income statement, the statement of comprehensive income, the statement of cash flows and the notes provided.

The final results of the financial statement items for which the above estimates and assumptions have been used may differ from those reported in financial statements that record the effects of the occurrence of the estimated event, due to the uncertainty that characterises the assumptions and the conditions on which the estimates are based.

Here is a brief description of the areas that require greater subjectivity on the part of directors in making estimates and for which a change in the conditions underlying the assumptions used could have a significant impact on the financial data.

(A) REDUCTION OF VALUE OF ASSETS

In compliance with the accounting standards applied by the Group, property, plant and equipment, intangible assets and investment property are tested for impairment, which should be recognised through a write-down, when there are indications that it may be difficult to recover their net book value through use. Verification of the existence of the above indicators requires directors to make subjective assessments based on information available within the Group and on the market, as well as on historical experience. Moreover, if it is determined that a potential reduction in value may have been generated, the Group proceeds to determine said value using appropriate evaluation techniques.

The correct identification of the elements that indicate the existence of a potential reduction in the value of property, plant and equipment, intangible assets and investment property, as well as the estimates for their determination, depend on factors that may vary over time, influencing the evaluations and estimates made by the directors.

(B) AMORTISATION AND DEPRECIATION

The cost of property, plant and equipment and intangible assets is depreciated/amortised on a straight-line basis over the estimated useful life of the relative assets.

The useful economic life of these assets is determined by the directors at the moment of purchase; it is based on historical experience for similar assets, market conditions and advances regarding future events that could have an impact on the useful life of the assets, including any changes in technology. Consequently, the actual economic life may differ from the estimated useful life.

(C) PROVISION FOR BAD DEBTS

The provision for bad debts reflects the estimated losses estimated for the Group's loan portfolio. The following have been made provisions for expected losses on receivables calculated over the entire life of the loan. The determination of such provisions involves making accounting estimates complex based on multiple factors, including, the type of customer, the seniority of the loan, insurance coverage and any other information. The estimates and assumptions are reviewed periodically and the effects of any changes are reflected in the income statement in the year of accrual.

(D) INVENTORY OBSOLESCENCE PROVISION

The Group uses the inventory obsolescence provision to hedge probable losses in the value of inventories. The determination of these provisions involves the assumption of estimates based on current knowledge of factors that may change over time, thus generating final results that may differ significantly from those taken into account in the preparation of this report.

(E) EMPLOYEE BENEFITS

The current value of the pension funds recorded in the consolidated financial statements depends on an independent actuarial calculation and on the various assumptions taken into consideration.

Any changes in assumptions and in the discount rate used are promptly reflected in the calculation of the current value and could have a significant impact on the data in the financial statements. The assumptions used for the actuarial calculation are reviewed annually.

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

  5. Separate financial statements as of April 30, 2024

The current value is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in the currency in which the liability will be liquidated and which takes into account the duration of the relative pension plan. For further information, see notes 27 Employee benefits and 11 Personnel costs.

(F) BUSINESS COMBINATIONS

The verification of the existence of control, joint control or significant influence over another entity requires the exercise of complex professional judgement by the Company's management, taking into account the characteristics of the corporate structure, agreements between the parties and any other fact or circumstance that may be relevant to such verification. The use of significant accounting estimates also characterises the processes of allocation of fair value to identifiable assets and liabilities acquired in business combinations.

(G) POTENTIAL LIABILITIES

The Group recognises a liability for ongoing litigation when it believes that a future outflow of funds is probable and when the amount of the resulting losses can be reasonably estimated. If a financial outflow is possible but the amount cannot be determined, this event is mentioned in the notes to the financial statements. The Group constantly monitors the status of pending lawsuits and consults with its legal and tax advisors. However, given the uncertainties inherent in assessing the development of ongoing proceedings, it cannot be excluded that the value of the Group's provisions for legal proceedings and litigation may change as a result of future developments in ongoing proceedings.

(H) FINANCIAL LIABILITIES WITH MINORITY SHAREHOLDERS – PAYABLES AND COMMITMENTS WITH MINORITY SHAREHOLDERS FOR EQUITY INVESTMENTS

Financial liabilities with minority shareholders (both for

put options and for earn-outs) are determined by applying formulas contractually defined with the counterparties and based on economic-financial indicators that must be inferred from the subsidiaries' financial statements available as of the reference date. The estimation process carried out by the Group's directors with reference to these liabilities is based on the profitability and cash flow forecasts of the subsidiaries in the reference period and on the discount rate.

These valuations are based on assumptions and analyses that

are complex and changeable over time and could therefore lead to subsequent changes.

(I) FINANCIAL LIABILITIES FOR RIGHTS OF USE

The initial recognition of a right of use and the related finance lease liability for leasing agreements for assets depends on various estimation factors relating, mainly, to the duration of the non-cancellable period of the lease, the interest rate applied to the lease, and the costs of dismantling/replacing/restoring the asset at the end of the lease term.

As of the commencement date, the lessee shall measure the lease liability at the current value of the lease payments over the non-cancellable period.

The non-cancellable period is, in turn, dependent on assessments of the likelihood that the lessee will exercise the options to renew or terminate and, if the right to terminate early is also under the control of the lessor, the possible costs of termination to the lessor.

Payments due under the lease shall be discounted using the implicit interest rate of the lease, if this can be easily determined. If this is not possible, the lessee must use the marginal lending rate.

The interest rate that makes the current value of the lease payments and the unguaranteed residual value equal to the sum of the fair value of the underlying asset and any up-front initial costs of the lessor.

The marginal lending rate is the interest rate the lessee would have to pay for a loan, with a similar term and with similar security, required to obtain an asset of similar value to the asset consisting of the right of use in a similar economic context.

In order to determine the non-cancellable period of each agreement, particularly with regard to property, the contractual terms were analysed and hypotheses were made in relation to possible renewal periods connected to their location, the possibility of moving to other areas and the costs involved in such operations.

The leasing agreements in place do not show the implicit lending rate, so the marginal lending rate applicable to the Company was determined, separately for clusters of agreements with the same duration. In order to quantify the marginal lending rate, valuations were conducted in relation to the spread applicable to the Company based on its rating, the risk-free lending rates applicable in the Company's countries of operation, the guarantees which would support these loans, and the materiality with respect to the Company's level of

indebtedness The above valuations are based on assumptions and analyses that are complex and changeable over time, which could therefore lead to subsequent changes in the noncancellable period of the agreement or to the quantification of different rates at later dates for new agreements to which they apply.

(J) RECOVERY OF DEFERRED TAX ASSETS

Deferred tax assets are recognised to the extent that it is likely that there will be adequate future taxable profits against which any temporary differences or tax losses can be used. On this subject, the Group's management estimates the likely timing and amount of future taxable profits.

5. Business Combinations

Details of the most significant business combinations realised during the year, in terms of net assets acquired, are given below.

In the VAS sector, we should mention the acquisition of control of Maint System, a company based in Desio specialising in offering business IT services and solutions for the Printing segment, with a workforce of about 40 human resources. Maint System will be incorporated into the offering of Altinia Distribuzione, a company based in Casale sul Sile (TV) and controlled by Computer Gross S.p.A., consolidated from May 1, 2023 and specialised in professional Printing IT solutions.

The development strategy in the SSI sector continued with bolt-on M&A transactions, including the main acquisitions of corporate control reported below:

(i) Visualitics, based in Turin, a company operating in the Data Science field with a workforce of about 40 human resources specialising in data management and analysis to support strategic business decisions (ii) Wise Security Global, based in Spain and with a workforce of 120 human resources specialising in information security, Cyber Security services and digital identity solutions developed in-house (iii) Sangalli Tecnologie, based in Bergamo and employing around 30 people active in the design and offering of digital workspace solutions, collaboration and integration of multimedia systems (iv) InformEtica, based in Verona, a leading operator in application consulting on the Sap platform with a workforce of around 40 human resources (v) Trias Mikroelektronik, with offices in Krefeld (Germany) and Iasi (Romania) and operations in Austria and Switzerland, specialising in software solutions for electronic design (EDA) with a team of around 15 human resources. The incorporation of the company into Cadlog Gmbh was finalised in January 2024. (vi) Soft System, based in Pordenone (PN) and with a workforce of around 15 human resources, operates in the sector of the development and offering of software, vertical applications and integrated systems for the Small and Medium Enterprise segment.

(vii) SmartCAE, based in Florence, Italy, with a workforce of about 15 specialised resources, develops software solutions for engineering on Siemens Industries Software platforms (Simcenter 3D, StarCCM+, Simcenter Femap, Simcenter Nastran).

(viii) Analysis, based in Castel Maggiore (BO), with 29 specialised resources, develops software solutions for the digitisation of business processes, with particular reference to sustainability and compliance management.

In the Business Services sector, we should mention:

Following the authorisation received from the Bank of Italy, the acquisition of control of 130 Servicing, a leading player in Italy in advisory services and master servicing solutions for the management of securitisation transactions, with registered office in Milan, a customer set of asset management and securities brokerage companies and a workforce of about 130 human resources, was finalised.

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

April 30, 2024

Business combinations

(Euro thousands) Altinia Distri
buzione Spa
Informetica
Consulting Srl
Visualitics Srl Sangalli
Tecnologie Srl
Wise Security
Global Sl
Centotrenta
Servicing
Spa
Otcada
Mex S
Maint System
Srl
Intangible assets 7,305 4,194 6,113 8,150 23,512 34,716 6,415
Property, plant and equipment 355 64 51 399 361 310 45 9
Other current and
non-current assets
291 367 744 18 589 3352 16 187
Inventory 5,204 1,542 455 0
Trade receivables 13,665 1,208 1,003 1,708 2,343 7949 264 1,120
Cash and cash equivalents 3,814 1,933 666 1,654 12 2920 504 1,573
Assets purchased 30,634 7,766 8,577 13,471 27,272 49,247 829 9,304
Non-current loans 3,496 578 5 439 579
Employee benefits 521 142 235 36 153
Current loans 2,248 195 1,027 7
Deferred tax liabilities 2,095 1,208 1,739 2,340 6,469 9928 1,848
Trade payables 11,374 1,035 356 2,231 623 3038 2 1,605
Other liabilities 642 1,414 1,013 1,710 1,177 3458 127 157
Provisions 116 214 575 19
Liabilities purchased 20,492 4,449 3,255 7,150 9,875 16,467 148 3,763
Non-controlling interests (63)
Net assets purchased 10,142 3,317 5,322 6,321 17,397 32,780 618 5,541
Price 10,142 3,317 5,322 6,321 17,397 32,205 5,541
Cash and cash equivalents 3,814 1,933 666 1,654 12 2,920 504 1,573
Financial liabilities for purcha
se of shares from non-control
ling interests
(7,399) (908) (3,258) (4,821) (13,186) (24,300) (4,041)
Net Price (1,071) 476 1,398 (154) 4,199 4,985 (504) (73)
Acquisition date 23-May 23-June 23-June 23-Jul 23-Jul 23-Sept 23-May 23-Aug
% control 100.00% 77.65% 100.00% 100.00% 88.21% 90.11% 90.72% 100.00%

Business combinations

(Euro thousands) Trias Gmbh Xautomata
Gmbh
Soft Systhem Srl Talent Ward Srl Tekno Service
Srl
Tech Value
Iberica Slu
Tech Value
Dels
Pirineus SL
Mk Italia Srl
Intangible assets 3,424 511 4,504 254 1,319 23 3,009
Property, plant and equipment 12 56 4 5 4
Other current and non-current
assets
396 22 919 9 65 159 52 520
Inventory 29 39
Trade receivables 215 792 809 564 276 341 188 978

Business combinations

(Euro thousands) Trias Gmbh Xautomata
Gmbh
Soft Systhem Srl Talent Ward Srl Tekno Service
Srl
Tech Value
Iberica Slu
Tech Value
Dels
Pirineus SL
Mk Italia Srl
Cash and cash equivalents 1,316 69 941 23 311 55 44 2
Assets purchased 5,363 1,394 7,258 850 1,975 583 284 4,552
Non-current loans 21
Employee benefits 280 42 11 144
Current loans 11
Deferred tax liabilities 986 52 1,297 282 867
Trade payables 234 824 150 555 472 283 32 908
Other liabilities 611 312 1,374 228 136 218 102 133
Provisions 409 657
Liabilities purchased 2,240 1,188 3,758 825 901 533 134 2,052
Non-controlling interests (49) (1,225)
Net assets purchased 3,123 157 3,500 25 1,074 50 150 1,275
Price 3,123 157 3,500 25 1,074 50 150 1,275
Cash and cash equivalents 1.316 69 941 23 311 55 44 2
Financial liabilities for purcha
se of shares from non-control
ling interests
(2,384) (310) (70)
Net Price 1,807 88 175 2 453 (5) 106 1,203
Acquisition date 23-Oct 23-May 23-Nov 23-May 23-May 23-May 23-May 23-May
% control 100.00% 73.81% 100.00% 80.00% 83.54% 88.21% 88.21% 51.00%

Business combinations

(Euro thousands) Var Group Suisse SA Isosistemi Srl Studio 81 Srl Smart Cae Srl Analysis Srl Total
Intangible assets 2,016 649 505 3,044 1,855 111,518
Property, plant and equipment 4 35 81 60 1,855
Other current and non-current
assets
12 28 279 743 363 9,131
Inventory 7,269
Trade receivables 59 1,090 1,126 715 806 37,219
Cash and cash equivalents 51 41 1,432 662 646 18,669
Assets purchased 2,138 1,812 3,377 5,245 3,730 185,661
Non-current loans 5,118
Employee benefits 235 1,008 19 196 3,022
Current loans 1 3,489
Deferred tax liabilities 583 188 145 856 508 31,391
Trade payables 32 668 544 779 273 26,018
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

Business combinations

(Euro thousands) Var Group Suisse SA Isosistemi Srl Studio 81 Srl Smart Cae Srl Analysis Srl Total
Other liabilities 19 965 108 428 14,332
Provisions 1,990
Liabilities purchased 634 1,092 2,662 1,762 1,405 84,785
Non-controlling interests (244) (1,139) (2,720)
Net assets purchased 1,504 720 471 3,483 1,186 98,156
Price 1,504 720 471 3,483 1,186 96,963
Cash and cash equivalents 51 41 1,432 662 646 18,669
Financial liabilities for purcha
se of shares from non-control
ling interests
(1,286) (462) (113 ) (2,290) (837 (65,665)
Net Price 167 217 (1,074) 531 (297) 12,629
Acquisition date 23-May 24-Feb 23-May 24-Jan 24-Mar
% control 100.00% 80.85% 66.00% 83.54% 51.00%

The total investment net of cash acquired as of April 30, 2024 amounted to Euro 69,654 thousand and included, in addition to Euro 12,629 thousand in investments in business combinations, Euro 47.110 thousand related to payments on business combinations realised in previous years.

See Note 30 for further information.

6. Sector Disclosures

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

• The Corporate Sector comprises activities related to the strategic governance and management of the Group's operating machinery and financial platform, centralised within Sesa SpA. For the main operating companies of the group in particular, the Administration, Finance and Audit, Human Resources, Organisation, Information Technology, Investor Relations, Corporate Governance, Legal and Internal Audit functions are managed by the parent company,

Sesa SpA. Following the recent entry into the organisation of the subsidiary Adiacent, it has extended its activity in the development of Customer Experience technology and application solutions for the entire Sesa Group.

  • The VAS Sector is active in the aggregation of technological solutions for the business segment, offering integrated consulting, marketing, education and technical assistance services. The Sector, represented by Computer Gross SpA, benefits from strategic partnerships with leading international Vendors and from the specialisation of its business units, equipped with teams with technical and digital skills, with a prevailing focus on Advanced Solutions (Cloud, Security, Data Center, Networking and Data/AI Solutions).
  • The Software and System Integration Sector (SSI) is active in offering Technological Innovation solutions, Digital Services and Business Applications for the Enterprise segment. Var Group SpA, which consolidates the sector, is a reference operator in the digitisation offer for the SME and Enterprise segments with a customer base of over 10,000 companies, 2000 of which in foreign countries, and an integrated offering in the following areas: Cloud Technology Services, Cyber Security, Proprietary ERP and Vertical Solutions, Enterprise Platform, Digital Workspace, Data/AI, Digital Experience.
  • The Business Services Sector (BS) offers Digital Platform solutions, Vertical Banking Applications, Security

and Consulting solutions in the Securitization and Credit Management Platform field for the Financial Services segment. The BS Sector is managed by the subsidiary Base Digitale Group Srl.

The Group's management assesses the performance of the various operating segments, using the following indicators:

  • revenues from third parties by operating segment;
  • Ebitda as defined in section 3.1.1 Alternative Performance Indicators;
  • profit for the year.

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

The following table shows information about results of operations by operating sector for the years ended April 30, 2024 and April 30, 2023.

(in migliaia di Euro) Value Added
Solutions
Software e System Business
Services
Corporate Eliminations
Third-party revenues 2,254,251 792,552 101,164 16,510 3,164,477
Inter-sector revenues 120,694 5,395 3,396 22,237 151,722
Revenues 2,374,945 797,947 104,560 38,747 (151,722) 3,164,477
Other income 12,175 16,365 2,364 6,082 (8,725) 28,261
Total revenues and other income 2,387,120 814,312 106,924 44,829 (160,447) 3,192,738
Consumables and goods for resale (2,180,556) (306,342) (7,803) (3,290) 112,398 (2,385,593)
Costs for services and rent, leasing, and similar costs (55,261) (207,248) (47,055) (15,868) 47,852 (277,580)
Personnel costs (33,245) (204,535) (40,155) (20,798) 74 (298,659)
Other operating costs (2,575) (5,334) (879) (418) 123 (9,083)

Year ended April 30, 2024

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

April 30, 2024

Amortisation of tangible and intangible assets
(software)
(4,002) (29,143) (6,042) (1,078) (40,265)
Provisions and Depreciation (1,042) (4,685) (621) (179) (6,527)
Amortisation of client lists and know how (PPA)
and other non-monetary costs
(2,613) (17,124) (7,525) (8,479) (35,741)
Operating Result (Ebit) 107,826 39,901 (3,156) (5,281) 139,290
Net financial income and expense (19,362) (3,440) 4,266 805 265 (17,466)
Profit before taxes 88,464 36,461 1,110 (4,476) 265 121,824
Income taxes (27,847) (12,069) 593 728 (171) (38,766)
Profit for the year 60,617 24,392 1,703 (3,748) 94 83,058
Profit attributable to non-controlling interests 897 4,437 (953) 80 328 4,789
Profit attributable to the Group 59,720 19,955 2,656 (3,828) (234) 78,269
EAT Adjusted 65,174 36,581 7,059 2,287 94 111,195
Group EAT Adjusted 64,277 32,144 8,012 2,207 (234) 106,406

For the purposes of the presentation of the economic and financial performance of the Group's Sectors contained in the section "Performance as of April 30, 2024", the fair value adjustment of the liabilities for Put, Earn Out to minority shareholders and step up acquisitions, net of financial expenses, was reclassified from Financial income and expenses to Other income.

At the same time, it should be noted that the Sesa Group adopts a policy of systematic amortisation of differences in value between corporate acquisition prices and the corresponding portion of equity allocated to customer lists and technological know-how, as shown in the table above. These amortisations are recognised under Amortisation of client lists and technological know-how and Other non-monetary costs, which amounted to Euro 28.0 million and Euro 7.7 million in the year to 30 April 2024, respectively.

Year ended April 30, 2023

(Euro thousands) Value Added
Solutions
Software e System
Integration
Business
Services
Corporate Eliminations
Third-party revenues 2,116,381 672,880 77,527 912 2,867,700
Inter-sector revenues 105,356 6,000 1,626 13,555 126,537
Revenues 2,221,737 678,880 79,153 14,467 (126,537) 2,867,700
Other income 13,770 15,925 732 5,176 (8,183) 27,420
Total revenues and other income 2,235,507 694,805 79,885 19,643 (134,720) 2,895,120
Consumables and goods for resale (2,036,982) (254,320) (10,223) (71) 100,014 (2,201,582)
Costs for services and rent, leasing, and similar costs (54,872) (180,763) (35,203) (6,833) 34,318 (243,353)
Personnel costs (28,072) (175,115) (27,489) (7,809) 59 (238,426)
Other operating costs (2,251) (6,139) (462) (182) 55 (8,979)
Amortisation of tangible and intangible assets
(software)
(4,566) (26,780) (3,595) (405) (35,346)
Provisions and Depreciation (2,853) (3,447) (110) (6,410)
Amortisation of client lists and know how (PPA) and
other non-monetary costs
(1,723) (12,339) (4,216) (6,743) (25,021)
Operating Result (Ebit) 104,188 35,902 (1,413) (2,400) (274) 136,003
Net financial income and expense (13,077) 2,333 3,146 (126) (7,724)
Profit before taxes 91,111 38,235 1,733 (2,526) (274) 128,279

Year ended April 30, 2023

(Euro thousands) Value Added
Solutions
Software e System
Integration
Business
Services
Corporate Eliminations
Income taxes (27,088) (11,522) 351 120 77 (38,062)
Profit for the year 64.023 26.713 2.084 (2.406) (197) 90.217
Profit attributable to non-controlling interests 991 4.299 347 127 5.764
Profit attributable to the Group 63.032 22.414 1.737 (2.406) (324) 84.453
EAT Adjusted 65.249 35.496 5.085 2.394 (197) 108.027
Group EAT Adjusted 64.258 31.197 4.738 2.394 (324) 102.263

For the purposes of the presentation of the economic and financial performance of the Group's Sectors contained in the section "Performance as of April 30, 2023", the fair value adjustment of the liabilities for Put, Earn Out to minority shareholders and revaluations of fair value revaluations in the case of step up acquisitions and financial expenses, was reclassified from Financial income and expenses to Other income/Other expenses.

The following table shows the financial information by operating sector for the years ended April 30. 2024 and April 30. 2023.

Year ended April 30. 2024

(Euro thousands) Value Added
Solutions
Software e System
Integration
Business
Services
Corporate Eliminations
Intangible assets 41,747 268,110 138,294 9,278 (358) 457,071
Right of use 9,601 27,924 10,965 1,818 50,308
Property. plant and equipment 49,061 40,925 8,472 1,053 99,511
Investment property 281 9 290
Investments valued at equity 12,877 11,109 128 745 (949) 23,910
Receivables for deferred tax assets 4,962 8,295 3,243 3,022 6 19,528
Non-current trade receivables
Other non-current receivables and assets 2,367 588 2,369 103,447 (89,993) 18,778
Other non-current receivables and assets 120,896 356,951 163,471 119,372 (91,294) 669,396
Inventory 124,215 28,014 3,514 862 (444) 156,161
Current trade receivables 344,131 223,804 42,721 20,584 (60,102) 571,138
Current tax receivables 2,853 7,248 1,603 3,880 15,584
Other current receivables and assets 47,965 83,784 7,964 (3,220) (4,713) 131,780
Cash and cash equivalents 417,580 141,004 16,169 2,721 577,474
Total current assets 936,744 483,854 71,971 24,827 (65,259) 1,452,137
Non-current assets held for sale 121 121
Total assets 1,057,761 840,805 235,442 144,199 (156,553) 2,121,654
Share capital 40,000 3,800 6,625 37,127 (50,425) 37,127
Share premium reserve 4,050 17,318 33,144 (21,368) 33,144
Other reserves 299,875 43,579 (5,357) 36,267 (15,051) 359,313
  1. Non-financial statement

  2. Consolidated financial statements

as of April 30, 2024

April 30, 2024

Year ended April 30. 2024

(Euro thousands) Value Added
Solutions
Software e System
Integration
Business
Services
Corporate Eliminations
Total shareholders' equity attributable to the group 339,875 51,429 18,586 106,538 (86,844) 429,584
Shareholders' equity attributable to non-controlling
interests
7,306 19,055 24,886 649 (4,135) 47,761
Total shareholders' equity 347,181 70,484 43,472 107,187 (90,979) 477,345
Non-current loans 67,157 113,217 37,273 38 (96) 217,589
Financial liabilities for non-current rights of use 6,794 17,951 7,058 1,069 32,872
Non-current financial liabilities and commitments for
purchase of shares from non-controlling interests
17,386 82,896 33,840 106 134,228
Employee benefits 4,005 39,851 5,788 4,664 54,308
Non-current provisions 1,634 3,604 788 5 6,031
Deferred tax liabilities 14,559 71,001 32,834 2,951 (240) 121,105
Total non-current liabilities 111,535 328,520 117,581 8,833 (336) 566,133
Current loans 79,441 63,471 14,111 132 157,155
Financial liabilities for current rights of use rights 2,561 9,633 2,261 805 15,260
Current financial liabilities and commitments for
purchase of shares from non-controlling interests
4197 14808 6872 95 25,972
Trade payables 480,954 185,499 27,472 9,199 (65,114) 638,010
Current tax payables 1,836 6,241 1,686 113 9 9,885
Other current liabilities 30,056 162,149 21,987 17,835 (133) 231,894
Total current liabilities 599,045 441,801 74,389 28,179 (65,238) 1,078,176
Total liabilities 710,580 770,321 191,970 37,012 (65,574) 1,644,309
Total shareholders' equity and liabilities 1,057,761 840,805 235,442 144,199 (156,553) 2,121,654

Year ended April 30. 2023

(Euro thousands) Value Added
Solutions
Software e System
Integration
Business
Services
Corporate Eliminations
Intangible assets 30,456 226,030 112,077 283 (358) 368,488
Property, plant and equipment 32,741 23,757 6,482 381 63,361
Right of use 16,411 39,345 5,743 1,041 62,540
Investment property 281 9 290
Investments valued at equity 11,900 13,103 128 702 (949) 24,884
Receivables for deferred tax assets 6,314 6,750 2,766 2,036 27 17,893
Non-current trade receivables
Other non-current receivables and assets 3,114 7,832 1,850 97,529 (91,898) 18,427
Total non-current assets 101,217 316,817 129,046 101,981 (93,178) 555,883

Year ended April 30. 2023

(Euro thousands) Value Added
Solutions
Software e System
Integration
Business
Services
Corporate Eliminations
Inventory 126,186 29,746 3,319 (515) 158,736
Current trade receivables 344,480 195,468 27,400 11,729 (48,809) 530,268
Current tax receivables 5,760 5,402 733 18 11,913
Other current receivables and assets 41,565 81,895 5,547 740 (2,393) 127,354
Cash and cash equivalents 368,199 137,056 30,355 1,897 537,507
Total current assets 886,190 449,567 67,354 15,585 (52,918) 1,365,778
Non-current assets held for sale 121 355 476
Total assets 987,528 766,384 196,755 117,566 (146,096) 1,922,137
Share capital 40,000 3,800 6,625 37,127 (50,425) 37,127
Share premium reserve 4,050 17,318 33,144 (21,368) 33,144
Other reserves 268,810 28,338 (4,857) 31,170 (18,798) 304,663
Total shareholders' equity attributable to the group 308,810 36,188 19,086 101,441 (90,591) 374,934
Shareholders' equity attributable to non-controlling
interests
6,541 20,858 24,055 (2,338) 49,116
Total shareholders' equity 315,351 57,046 43,141 101,441 (92,929) 424,050
Non-current loans 40,073 102,354 32,867 175,294
Financial liabilities for non-current rights of use 17,455 16,576 3,229 114 37,374
Non-current financial liabilities and commitments for
purchase of shares from non-controlling interests
10,149 74,819 25,711 110,679
Employee benefits 3,017 38,319 4,921 2,007 48,264
Non-current provisions 788 3,358 648 4,794
Deferred tax liabilities 11,240 59,306 25,434 78 (240) 95,818
Total non-current liabilities 82,722 294,732 92,810 2,199 (240) 472,223
Current loans 68,469 52,124 10,117 130,710
Financial liabilities for current rights of use rights 2,825 7,767 1,836 273 12,701
Current financial liabilities and commitments for purchase
of shares from non-controlling interests
4,624 31,234 9,158 45 45,061
Trade payables 455,459 160,538 18,260 15,645 (63,828) 586,074
Current tax payables 12,638 7,725 1,184 716 9 22,272
Other current liabilities 45,440 155,218 20,249 8,432 (293) 229,046
Total current liabilities 589,455 414,606 60,804 13,926 (52,927) 1,025,864
Total liabilities 672,177 709,338 153,614 16,125 (53,167) 1,498,087
Total shareholders' equity and liabilities 987,528 766,384 196,755 117,566 (146,096) 1,922,137
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

7. Revenues

Group revenues of Euro 3,164 million as of April 30, 2024 recorded an increase of 10.3% compared to the previous year, favoured by (i) sales of IT solutions and software, up 8.13% compared to April 30, 2023, (ii) services both in the IT design area (developments, consultancy and other services.

The revenues item is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Sale of solutions, software and accessories 2,515,723 2,326,452
Development of software and other services 357,694 293,833
Hardware and software assistance 247,073 202,459
Marketing activities 18,662 16,307
Other sales 25,325 28,649
Total 3,164,477 2,867,700

Group revenues generated in Italy amounted to Euro 3,061 million. Consolidated sales abroad also continued to grow, amounting to Euro 103,182 as of April 30, 2024 compared to Euro 68,827 as of April 30, 2023 (+49.91%). During the year, the Group's existing foreign-based companies, PBU Gmbh, Beenear, WSS it Sagl, Fen Wo, Icos Gmbh, Cadlog France, Cadlog Spain and Cadlog Gmbh, Cyres Gmbh, Euro Finance S.A., were joined by the companies based in Spain, Wise security global SL, Tech Value Iberica SL and Tech Value Dels Pirineus SL, the Be4Tech company based in Albania, the newly-formed Var Group Suisse based in Switzerland and the Otcada company based in Mexico.

The contribution of sales of foreign companies to revenues was Euro 70,019 thousand, plus the foreign sales of Computer Gross SpA and Var Group SpA amounting to Euro 33,163 thousand. Revenues generated with non-EU countries amounted to Euro 17,309 thousand as of April 30, 2024.

8. Other Income

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Transport activities 913 2,317
Capital gains on disposals 745 2,291
Commission 2,825 2,693
Leases and rents 1,262 1,323
Training courses 935 191
Other income 21,581 18,605
Total 28,261 27,420

The Other income item refers mainly to marketing contributions from suppliers and recovery of expenses from customers.

9. Consumables and goods for resale

The item in question is detailed as follows:

Year ended April 30

2023
1,530,712
663,722
7,148
2,201,582

The trend in this item continues to be proportional to the increase in turnover of the Group companies.

10. Costs for Services and rent, leasing and similar costs

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Technical assistance for hardware and software maintenance 98,313 87,019
Consulting activities 68,837 61,215
Agents' commissions and contributions 15,691 14,638
Rentals and hires 7,749 7,169
Marketing 17,392 14,654
Transport 8,656 8,875
Insurance policies 6,060 4,866
Utilities 3,802 3,677
Logistics and warehouse storage 1,634 1,985
Support and training expenses 5,810 2,747
Maintenance 8,837 9,260
Other service expenses 42,524 33,991
Total 285,305 250,096

The increase in Costs for Services and rent, leasing and similar costs compared to the previous year reflects the Group's greater concentration on areas of the IT market with a greater contribution to innovation and IT services. As a result, costs for technical assistance, consulting and commissions increased in line with the business. The growth in other service components mainly reflects the growth in sales of services, particularly in the SSI and Business Services Sectors, consistently with the Group workforce. The consultancy item includes the cost related to the annual and three-year stock grant plan assigned to executive directors at the time of the approval of the financial statements as of April 30, 2024 and the residual portion of the three-year plan to be assigned in the forthcoming financial years, which increased from Euro 6,742 thousand as of April 30, 2023 to Euro 7,726 thousand as of April 30, 2024.le 2024.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

11. Personnel Costs

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Wages and salaries 213,256 167,569
Social security payments 57,590 46,839
Contributions to defined contribution pension funds 11,232 10,711
Contributions to pension funds for defined benefits 169 148
Reimbursements and other personnel costs 16,412 13,159
Total 298,659 238,426

The following table shows the precise number of Group employees:

Average number of employees

Precise number od employees at April 30
(in units) 2024 2023
Executives 70 49
Middle Management 479 457
Office Staff 4,962 4,028
Blue Collars 119 91
Interns* 61 92
Total 5,691 4,717

The average number of employees for the financial year as at April 30, 2024 was 5,339 resources compared to 4,440 average resources in the previous year.

12. Other Operating Costs

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Accrual to the bad debt provision (net of recoveries) 5,030 5,263
Expenses and commissions for the assignment of receivables without recourse 861 854
Duties and taxes 1,675 1,250
Capital losses on disposals 122 51
Losses on receivables 97 110
Provisions for risks and charges 1,497 1,148
Other operating costs 6,328 6,713
Total 15,610 15,389

Other operating expenses includes charitable donations, non-deductible charges and costs, charges attributable to previous years, and other charges.

13. Amortisation and Depreciation

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Intangible assets 36,267 26,325
Right of use 14,978 12,083
Property, plant and equipment 17,036 15,216
Total 68,281 53,624

The amortisation of intangible assets includes the amortisation of customer lists and acquired technological know-how for Euro 28,495 thousand.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

A breakdown of the changes in the value of equity investments in associated companies measured using the equity method in the years ended April 30, 2024 and April 30, 2023 is provided below:

Year ended April 30

(Euro thousands) 2024 2023
Opening balance 24,844 14,593
Acquisitions and capital increases 50 7,683
Sales and liquidations (308) (55)
Dividends received (128) (270)
Profit/(loss) of companies evaluated at equity 948 1,572
Reclassifications (1,496) 1,361
Closing balance 23,910 24,884

The following table shows the share of the results of the main associated companies and the aggregate value of their assets, liabilities and revenues at the date of the last approved financial statements:

Results of the main associated companies

(Euro thousands) Total assets Total liabilities Revenues Profit (loss) for the year % held
Attiva SpA 98,977 47,767 494,254 3,832 21.0%
Sistemi Manageriali Srl 3,300 2,436 2,701 15 33.1%
Var It Srl 2,169 1,852 4,571 65 22.0%
Webgate Srl 853 48 624 131 30.0%
Evin Srl 776 292 1,058 69 20.0%

15. Financial income and Expenses

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Interest expense on sales of receivables (21,512) (5,715)
Expenses and commissions for sales of receivables with recourse (1,671) (483)
Bank and loan interest expense (13,425) (1,575)
Other interest payable (8,408) (13,642)
Commissions and other financial expense (6,513) (4,515)
Expenses linked to severance indemnity (1,864) (1,092)
Total financial expenses (53,393) (27,022)
Interest income on other short-term receivables 1,688 994

Year ended April 30

(Euro thousands) 2024 2023
Other financial income 28,266 15,556
Bank interest income 3,499 51
Dividends from shareholdings 590 342
Total financial incomes 34,043 16,943
Total financial management (a) (19,350) (10,079)
Losses on exchenges (5,786) (12,178)
Gains on exchanges 6,722 12,961
Total exchange management (b) 936 783
Net financial expenses (a+b (18,414) (9,296)

Net financial expenses showed a net negative balance of Euro 18,414 thousand as of April 30, 2024, worsening with respect to a negative balance of Euro 9,296 thousand as of April 30, 2023, caused by the sharp increase in interest rates in the period under review and the consequent increase in financing costs and working capital management, continuing to resort, as in the past, to transactions involving the full transfer of credit risks (without recourse), preserving a high quality of assets in the balance sheet. Other Financial Income and Other Interest Expense include the fair value adjustments made during the year in relation to Put Options, Earn Out, Deferred Prices and Step Up Acquisitions for a total net value of about Euro 17.5 million; this value was determined in relation to total investments in corporate acquisitions in the last four years recorded in the financial statements for approximately Euro 400 million, subject to systematic amortisation following the allocation of the differences in value (PPA) to Amortisation of Client Lists and Technological Know How for approximately Euro 28 million during the year.

16. Income taxes

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Current taxes 44,597 45,192
Deferred tax liabilities (6,624) (7,125)
Taxes relating to previous years 793 (5)
Total 38,766 38,062

The following table shows the reconciliation of the theoretical tax burden with the actual tax burden for the years ended April 30, 2024 and April 30, 2023. For the purpose of the disclosure required by IAS 12, it should be noted that deferred tax assets and liabilities on usage rights and leases have immaterial amounts.

Year ended April 30
(Euro thousands) 2024 2023
Result before taxes 121,824 128,278
Theoretical taxes 29,238 30,787

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

April 30, 2024

Taxes relating to previous years 676 489
Subsidised taxation on dividends 611 418
Permanent differences (1,536) 683
IRAP (regional tax on production); excluding other changes 9,777 5,685
Actual tax charge 38,766 38,062

17. Intangible Assets

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

Intangible assets

(Euro thousands) Client List Software and other
intangible assets
Know-how
technological
Total
Balance at April 30, 2022 65,343 12,924 150,013 228,280
Of which:
- historical cost 83,885 58,403 167,510 309,798
- accumulated amortisation (18,542) (45,479) (17,497) (81,518)
Change in the scope of consolidation 40,964 6,208 78,651 125,823
Investments 3,394 6,422 5,692 15,508
Depreciations (6,691) (8,047) (11,587) (26,325)
Disinvestiments
Other changes 7,371 17,831 25,202
Balance at April 30, 2023 110,381 17,507 240,600 368,488
Of which:
- historical cost 135,361 7,1173 269,704 476,238
- accumulated amortisation (24,980) (53,666) (29,104) (107,750)
Change in the scope of consolidation 25,064 4,539 81,915 111,518
Investments 3,054 9,606 672 13,332
Depreciations (10,698) (7,521) (18,048) (36,267)
Disinvestiments
Other changes (12,000) 12,000
Balance at April 30, 2024 115,801 24,131 317,139 457,071
Of which:
- historical cost 151,832 85,487 363,515 600,834
- accumulated amortisation (36,031) (61,356) (46,376) (143,763)

The balance of intangible fixed assets as of April 30, 2024 consists mainly of client lists and technological know-how which increased during the year mainly following the entry into the scope of consolidation of the companies recently purchased net of accumulated amortisation.

The change shown under 'other movements' refers to the reclassification among client lists and know how of values related to the

consolidation of the company BDY SpA.

As envisaged by the impairment indicators analysis procedure, the assessment of the presence of any impairment indicators traceable through internal or external sources of information was carried out at the end of the year, and if such indicators were found, the Group conducted an impairment test on the value of the intangible assets associated with the related CGUs. The analysis of the Grou's economic and financial performance, the evolution of the reference market and the reorganisation of the Groups' operations did not reveal any impairment of intangible fixed assets.

Additional information on changes in the scope of consolidation is given in the Business Combinations section..

The balance of intangible fixed assets as at 30 April 2024 consists mainly of client lists and technological know-how which increased during the year following the entry into the scope of consolidation of the companies purchased.

As a result of the allocation process of the differences between the price paid for the purchase of the controlling interest and the corresponding portion of shareholders' equity (the so-called "PPA"), intangible assets with a finite useful life, such as client lists and know-how, were identified. These intangible assets are subject to an amortisation plan, the annual portion of which for the year ended April 30, 2024 totalled Euro 28.0 million, compared to Euro 18.3 million as of April 30, 2023. No residual amount was allocated to Goodwill. For the purpose of impairment testing of the client lists and know-how items, which do not generate autonomous cash flows, recoverability was assessed at the level of the CGU, identified as the SBU, or at a lower level at individual legal entity level.

The existence of presumed impairment factors ("trigger events") that may be both external or internal to the Group was assessed. In particular, consideration was paid to (i) any deterioration in the economic environment and operating market, (ii) any discontinuity in operations and in management (iii) any occurrence of negative management events that had a significant economic and financial impact.

Sesa has structured a system to periodically monitor the value of the intangible assets recognised and an impairment model based on a prospective cash flow methodology. The financial assessments for the purposes of the calculation are based on five-year plans, which are constructed on the basis of a management budget prepared for internal purposes from which future flows are projected by applying forecasting techniques.

The discount rate used is representative of the return required by providers of both risk and debt capital and takes into account the specific risks of the related assets. This rate corresponds to a notion of cost of capital in the sense of the "WACC-Weighted Average Cost of Capital" and is unique for the assessment of the Terminal Value and the discounting of flows over the period. The WACC used for the impairment test falls within an average of between 8% and 10.5% and is estimated on the basis of databases commonly used by analysts and investors (e.g. Source damodaran).

The Terminal Value recognised at the end of the explicit forecast period was calculated on the basis of the "Perpetuity Method" (a model of unlimited capitalisation of the previous year's cash flow), assuming a growth from year five onwards of the long-term sustainable cash flow at a constant rate ("g") of 2.5%, which approximates the market growth of IT.

The impairment tests performed did not reveal the need to write down any of the intangible assets recognised as of April 30, 2024, which are therefore confirmed and regularly subjected to an annual amortisation process.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

18. Right of Use

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

Right of use
(Euro thousands) Right of use
Balance at April 30, 2022 57,401
Of which:
- historical cost 81,617
- accumulated amortisation (24,216)
Investments 15,899
Disinvestiments
Change in the scope of consolidation 2,144
Depreciations (12,083)
Other changes
Balance at April 30, 2023 63,361
Of which:
- historical cost 94,271
- accumulated amortisation (30,910)
Investments 19,688
Disinvestiments
Change in the scope of consolidation 8,683
Depreciations (14,988)
Other changes (26,436)
Balance at April 30, 2024 50,308
Of which::
- historical cost 85,262
- accumulated amortisation (34,955)

The Right of Use item increased during the year mainly due to the entry of new Group companies into the scope of consolidation along with the related property lease and vehicle rental contracts. The change reported in "Other changes" refers to the early redemption transaction of Computer Gross SpA's lease of the Via Piovola building in Empoli.

19. Property, plant and equipement

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

Property, plant and equipement

(Euro thousands) Land Buildings Office
equipements
Leashold
emprovements
Other property,
plant and
equipements
Total
Balance at April 30, 2022 3,308 8,224 25,710 7,586 9,714 54,542
Of which:
- historical cost 3,308 11,086 77,490 16,029 30,362 138,275
- accumulated depreciation (2,862) (51,780) (8,443) (20,648) (83,733)
Investments 303 3,205 11,101 1,971 4,349 20,929
Disinvestments (45) (99) (144)
Change in the scope of consolidation 788 883 758 2,429
Depreciation (366) (10,593) (1,258) (2,999) (15,216)
Other changes
Balance at April 30, 2023 3,566 10,964 27,006 9,182 11,822 62,540
Of which:
- historical cost 3,566 14,075 90,845 18,886 38,795 166,167
- accumulated depreciation (3,111) (63,839) (9,704) (26,973) (103,627)
Investments 591 1,051 8,502 5,684 9,883 25,711
Disinvestments
Change in the scope of consolidation 209 815 324 512 1,860
Depreciation (948) (11,208) (1,127) (3,753) (17,036)
Other changes 7,400 22,250 (3,214) 26,436
Balance at April 30, 2024 11,557 33,526 25,115 10,849 18,464 99,511
Of which:
- historical cost 11,557 44,157 96,606 18,372 48,912 219,604
- accumulated depreciation (10,631) (71,491) (7,523) (30,448) (120,093)

Investments in the purchase of office equipment recorded during the year refer mainly to purchases of technology for the provision of IT services and solutions by Var Group SpA to customers.

Similar to the above, in the Right of Use section, the item "Other movements" in Land, Buildings and Leasehold Improvements includes the reclassification related to the early redemption of the lease of the property in Via Piovola in Empoli, owned by Computer Gross SpA.

  1. The Sesa Group 2. Strategy and risk

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

April 30, 2024

20. Investment Property

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

Investment Property
(Euro thousands) Land Buildings Total
Balance at April 30, 2022 281 9 290
Of which
- historical cost 281 10 291
- accumulated depreciation (1) (1)
Investments
Disinvestments
Depreciation
Balance at April 30, 2023 281 9 290
Of which:
- historical cost 281 10 291
- accumulated depreciation (1) (1)
Investments
Disinvestments
Depreciation
Balance at April 30, 2024 281 9 290
Of which:
- historical cost 281 10 291
- accumulated depreciation (1) (1)

21. Deferred tax assets and liabilities

The expected maturity of receivables for deferred tax assets and liabilities can be broken down as follows:

At April 30

(Euro thousands) 2024 2023
Receivables for deferred tax assets within 12 months 17,189 15,820
Receivables for deferred tax assets after 12 months 2,339 2,073
Total receivables for deferred tax assets 19,528 17,893
Deferred tax liabilities after 12 months 121,105 95,818
Total deferred tax liabilities 121,105 95,818

Net changes in these items are detailed as follows:

At April 30

(Euro thousands) 2024 2023
Opening balance (77,925) (47,423)
Of which:
- receivables for deferred tax assets 17,893 15,910
- deferred tax liabilities 95,818 63,333
Change in the scope of consolidation (30,322) (37,103)
Impact on income statement 6,624 7,125
Impact on statement of comprehensive income 46 (524)
Closing balance (101,577) (77,925)
Of which:
- receivables for deferred tax assets 19,528 17,893
- deferred tax liabilities 121,105 95,818

Changes in receivables for deferred tax assets can be broken down as follows:

Receivables for deferred tax assets

(Euro thousands) Differences in value of
property, plant andequipment
and intangible assets
Provisions for risks and charges
and other provisions
Employee
benefits
Other
Entries
Total
Balance at April 30, 2022 8,333 7,110 198 269 15,910
Changes in the scope
of consolidation
(1,078) (1,078)
Impact on income statemento 293 2,768 3,061
Impact on statement of
comprehensive income
Balance at April 30, 2023 7,548 9,878 198 269 17,893
Changes in the scope
of consolidation
1,173 1,173
Impact on income statement 462 462
Impact on statement of
comprehensive income
Balance at April 30, 2024 8,721 10,340 198 269 19,528
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

Changes in deferred taxes liabilities can be broken down as follows:

Deferred tax liabilities

(Euro thousands) Differences in value of property,
plant and equipment and intangible
assets
Employee
benefits
Other Entries Total
Balance at April 30, 2022 59,366 525 3,442 63,333
Change in the scope of consolidation 36,025 36,025
Impact on income statement (4,553) 489 (4,064)
Impact on statement of comprehensive income 524 524
Balance at April 30, 2023 90,838 1,538 3,442 95,818
Change in the scope of consolidation 31,495 31,495
Impact on income statement (6,671) 298 211 (6,162)
Impact on statement of comprehensive income (46) (46)
Balance at April 30, 2024 115,662 1,790 3,653 121,105

Receivables for deferred tax assets refer to accruals to provisions for obsolescence, bad debts and risks, which will be deductible for tax purposes only when the loss becomes certain.

Deferred tax liabilities relate mainly to property, plant and equipment and intangible assets (client lists and technological know-how) for which the value deductible for tax purposes is lower than the book value.

22. Other current and non-current receivables

The item in question is detailed as follows:

At April 30

(Euro thousands) 2024 2023
Non-current receivables from others 4,581 3,964
Non-current equity investments in other companies 12,755 12,380
Non-current securities 86 72
Other non-current tax receivables 1,316 1,961
Non-current receivables from associated companies 40 50
Total other non-current receivables and assets 18,778 18,427
Current receivables from others 31,418 30,672
Other current tax receivables 13,286 11,321
Accrued income and prepaid expenses 78,790 77,358
Derivatives contracts
Other current securities 8,286 7,993
Current receivables from non-consolidated group companies 10
Total other current receivables and assets 120,883 127,354

The change in the accrued income and prepaid expenses item, consistent with the increase in the accrued expenses and deferred income item, reflects the increase in Group turnover and the greater weight of the IT services component delivered by the SSI and BS segment on the Group total.

Non-current receivables from others mainly include receivables relating to VAT recovery for invoices issued to customers subject to bankruptcy proceedings. The other current securities item mainly comprises bonds and savings funds held by companies within the scope of consolidation. Non-current equity investments in other companies refer to companies that are not listed on an active market, the fair value of which cannot be measured reliably; therefore, these equity investments are evaluated at cost, net of any impairments.

Non-current investments in other companies can be broken down as follows:

At April 30

2024 2023
Opening balance 12,380 11,955
Acquisitions and revaluations 3,717 2,152
Sales, write-downs and impairment (545) (1,703)
Reclassifications (2,797) (24)
Closing balance 12,755 12,380

The non-current investments item consists mainly of DV Holding SpA, Euro 5,780 thousand, and Cabel Holding SpA, Euro 2,014 thousand. Increases include: i) the acquisition of 19% of Alfa Sistemi Srl (Euro 1,228 thousand) by Var Group SpA, ii) the acquisition of 41% of Essedi Consulting Srl (Euro 747 thousand) by Var Bms SpA, iii) the acquisition of 100% of 4 Data Srl (Euro 542 thousand) by Sisthema Srl, iv) the subscription of the capital increase of Datacorex Srl (Euro 647 thousand) by BDX SpA. Reductions include the write-down of the investment in Addfor Industriale Srl.

The item "reclassifications" refers to the companies InformEtica Srl and Analysis Srl, which entered the scope of consolidation on a line-by-line basis during the year.

23. Inventory

The item in question is detailed as follows:

At April 30

(Euro thousands) 2024 2023
Finished products and goods for resale 151,506 153,235
Work in progress and semi-finished products 4,655 5,501
Total 156,161 158,736

Finished products and goods are shown net of the provision for obsolescence, changes in which are shown in the following table:

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

April 30, 2024

Finished product and goods

(Euro thousands) Provision for obsolescence or finished products
and goods
Balance at April 30, 2023 1,702
Net change (385)
Balance at April 30, 2024 1,317

24. Current Trade Receivables

The item in question is detailed as follows:

At April 30

(Euro thousands) 2024 2023
Trade receivables 603,341 564,489
Provisions for bad debts* (32,596) (35,281)
Trade receivables net of the provision for bad debts 570,745 529,208
Receivables from associates 393 1,060
Total current trade receivables 571,138 530,268

(*)To provide a better representation, trade receivables are recorded net of the balance relating to customers subject to bankruptcy proceedings and composition with creditors which, at April 30, 2024, amounted to Euro 19,850 thousand, compared to Euro 19,588 thousand at April 30, 2023. These positions are fully written down through the recognition of a specific provision.

The table below shows changes in the provision for bad debts:

Provision for bad debts

(Euro thousands) Provision for bad debts
Balance at April 30, 2022 29,812
Accrual to provisions 7,023
Use and other changes (1,984)
Change in the scope of consolidation 430
Balance at April 30, 2023 35,281
Accrual to provisions 5,030
Use and other changes (8,593)
Change in the scope of consolidation 877
Balance at April 30, 2024 32,596

25. Current tax receivables and payables

The item in question is detailed as follows:

At April 30

(Euro thousands) 2024 2023
Receivables for IRES 13,104 9,052
Receivables for IRAP 2,480 2,861
Total credit for income taxes 15,584 11,913
Debts for IRES 7,464 17,538
Debts for IRAP 2,421 4,734
Total payables for income taxes 9,885 22,272

26. Cash and Cash Equivalents

The item in question is detailed as follows:

At April 30

(Euro thousands) 2024 2023
Bank and post office deposits 577,305 537,362
Cheques 49 11
Cash 120 134
Total cash and cash equivalents 577,474 537,507

The following table shows the Group's cash and cash equivalents by currency at April 30, 2024 and April 30, 2023:

At April 30

(Euro thousands) 2024 2023
Cash and cash equivalents in euro 573,749 531,332
Cash and cash equivalents in foreign currency 3,725 6,175
Total cash and cash equivalents 577,474 537,507

27. Non-current assets held for sale

At April 30

(Euro thousands) 2024 2023
Non-current assets held for sale 121 476

The item consists of property not properly used for the activity owned by PM Service Srl for Euro 121 thousand.

April 30, 2024

statement

  1. Consolidated financial statements as of April 30, 2024

April 30, 2024

28. Shareholder's Equity

SHARE CAPITAL

As of April 30, 2024, the fully subscribed and paid-up share capital of the Company amounted to Euro 37,127 thousand and consisted of 15,494,590 ordinary shares, all with no nominal value. The Company has no Warrants or shares other than ordinary shares. As of April 30, 2024, Sesa SpA held 50,850 treasury shares, equating to 0.33% of the share capital, (50,850 as of the date of the Report). purchased at an average price of Euro 102.5 under the treasury share purchase plan approved by the shareholders' meeting of August 25, 2023. In application of the international accounting standards, these instruments are deducted from the company's shareholders' equity. The Stock Grant Plan 2024-2026 envisages the allocation of 59,250 ordinary shares to the beneficiaries upon reaching the targets set for April 30, 2024. Most of these shares are already available in the company's treasury share portfolio and the remainder may be purchased following the continuation of the buy-back plan in the new financial year ending April 30, 2025. There are also 6,000 shares referring to the three-year plan 2021-2023 and 5,000 shares referring to the Extra bonus which are attributable. 6,000 shares referring to the 2021-2023 three-year plan and 10,000 shares referring to the Extra bonus of the 2021- 2023 three-year plan remain to be assigned in the following financial years.

Share capital

Numbers of shares
Situation as at April 30, 2022
Shares issued 15,494,590
Treasury shares in portfolio 81,134
Shares in circulation 15,413,456
Situation as at April 30, 2023
Assignment of shares in execution of the Stock Grant Plan 118,066
Purchase of treasury shares 87,782
Situation as at April 30, 2024
Shares issued 15,494,590
Treasury shares in portfolio 50,850
Shares in circulation 15,443,740

The shareholders who, as at April 30, 2024, hold a significant investment in the Issuer's share capital with voting rights are the following:

Share capital with voting rights
Declarant Direct shareholder Number of shares
with voting rights held
% of total share capital with
voting rights
HSE SpA ITH SpA 8,196,323 52.898%

There are no other shareholders, other than those mentioned above, with a significant investment (more than 3%) that have communicated to Consob and Sesa SpA pursuant to art.117 of Consob Regulation no. 11971/99 on notification requirements for significant investments. ITH SpA holds 8,196,323 shares, 8,183,323 of which are on the enhanced voting list and have already accrued the relative right, bringing the percentage of votes that can be exercised in the ordinary shareholders' meeting to a total of 69.177% of the share capital of the issuer Sesa Spa.

OTHER RESERVES

The "Other reserves" and "Minority actuarial gain (loss) reserve" items can be broken down as follows:

Other reserves

(Euro thousands) Legal
Reserve
Treasury
shares
Group actuarial
gain (loss) reserve
Miscella
neous
reserves
Total Other
reserves
Minority actuarial gain
(loss) reserve
At April 30, 2022 3,996 (6,215) (1,390) (41,369) (44,978) (774)
Actuarial gain(loss) for employee benefits
- gross
1,964 1,964 216
Actuarial gain(loss) for employee benefits
- tax effect
(472) (472) (52)
Purchase of treasury shares (11,189) (11,189)
Sale of treasury shares
Distribution of dividends
Assignment of Stock Grants 8,067 (8,067)
Vesting of Stock Grant plans 6,743 6,743
Allocation of profit for the year 860 2,391 3,251
Change in the scope of consolidation and
other changes
(5,129) (5,129)
At April 30, 2023 4,856 (9,337) 102 (45,431) (49,810) (610)
Actuarial gain(loss) for employee benefits
- gross
(192) (192) 3
Actuarial gain(loss) for employee benefits
- tax effect
46 46 (1)
Purchase of treasury shares (9,004) (9,004)
Sale of treasury shares
Distribution of dividends
Assignment of Stock Grants 13,195 (13,195)
Vesting of Stock Grant plans 7,726 7,726
Allocation of profit for the year 860 4,870 4,870
Change in the scope of consolidation and
other changes
(3,633) (3,633)
At April 30, 2024 5,928 (5,146) (44) (49,663) (48,925) (608)

DIVIDENDS

On 20 September 2023 Sesa distributed a dividend for 1 Euro per share as resolved by the Ordinary Sharehold-ers'Meeting of Sesa Spa held on 28 August 2023. The total amount of dividend is equal to Euro 15,495 thousand, net of dividend of tresury share for wich there was formal waiver.

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

EARININGS PER SHARE

The following table shows the calculation of basic and diluted earnings per share.

Year ended April 30

(in Euro, unless otherwise specified) 2024 2023
Profit for the year - Group share in Euro thousands 78,269 84,453
Average number of ordinary shares (*) 15,447,277 15,427,593
Earnings per share - basic 5,07 5,47
Average number of ordinary shares (**) 15,494,590 15,494,590
Earnings per share - diluted 5,05 5,45

(*) Monthly weighted average of shares in circulation, net of treasury shares in portfolio.

(**) Monthly weighted average of shares in circulation, net of treasury shares in portfolio and including the impact of Stock Options/Grants.

Other comprehensive income components:

Other comprehensive income

(in Euro thousands, unless otherwise specified) Provision
for resul
Group
Total
Equity attri
butable to
non-control
ling interest
Total other Comprehensive
Income Components
At April 30, 2024
Items that cannot be reclassified to the income statement
Actuarial gains / (losses) for employee benefits (146) (146) 2 (144)
Total (146) (146) 2 (144)
Other Comprehensive Income Components (146) (146) 2 (144)

29. Current and Non-current Loans and Financial liabilities for Rights of use

The table below provides a breakdown of this item at April 30, 2024 and April 30, 2023:

At April 30, 2024

(Euro thousands) Within 12 months Between 1 and 5 years Over 5 years Total
Long term loans 97,698 217,589 315,287
Short term loans 57,683 57,683
Debts and commitments for the purchase of shares
in minority shareholders
25,972 123,473 10,755 160,200
Advances received from factoring companies 1,774 1,774
Financial liabilities for rights of use 15,260 30,467 2,405 48,132
Total 198,387 371,529 13,160 583,076
At April 30, 2023

(Euro thousands) Within 12 months Between 1 and 5 years Over 5 years Total
Long term loans 78,473 175,294 253,767
Short term loans 51,475 51,475
Debts and commitments for the purchase of shares
in minority shareholders
45,061 91,357 19,322 155,740
Advances received from factoring companies 762 762
Debts for financial leasing 12,701 26,109 11,265 50,075
Total 188,472 292,760 30,587 511,819

The table below summarises the main loans in place:

At April 30 (Euro thousands)

Funding entity Original
amount
Company New loan Expiry Rate applied Apr-30-24 Of which current Apr-30-23 Of which current Apr-30-22 Of which
current
BNL BNP Paribas
S,p,A,
40,000 Var Group S,p,A, 22-Apr 27-Apr Euribor 6m
+ 0,75%
24,000 8,000 32,000 8,000 40,000 8,000
Banca Intesa
S,p,A,
25,000 Var Group S,p,A, 27-May 27-May Euribor 6m
+ 0,75%
17,500 5,000 22,500 5,000
Banca Intesa
S,p,A,
25,000 Base Digitale
Group S,r,l,
27-May 27-May Euribor 6m
+ 0,75%
17,500 5,000 22,500 5,000
Unicredit S,p,A, 20,000 Var Group S,p,A, 23-Dec 26-Dec Euribor 6m
+ 1,35%
20,000 6,667
Banca MPS S,p,A, 20,000 Computer Gross
Italia S,p,A
24-Jan 28-June Euribor 6m
+ 1,05%
20,000 2,289
BNL BNP Paribas
S,p,A,
20,000 Computer Gross
Italia S,p,A
24-Apr 28-Apr Euribor 3m
+ 1,10%
20,000 8,750
Banca Popolare
Emilia Romagna
S,p,A,
20,000 Var Group S,p,A, 23-Apr 27-June Euribor 3m
+ 1,05%
17,500 5,000 20,000 2,500
Banca MPS S,p,A, 15,000 Var Group S,p,A, 22-Sept 27-Dec Euribor 6m
+ 0,95%
12,070 3,948 15,000 2,943
Credito Emiliano
S,p,A,
15,000 Computer Gross
Italia S,p,A
22-Dec 27-Nov Euribor 3m
+ 0,9%
11,530 2,878 14,296 2,080
Banca Sella
S,p,A,
10,000 Computer Gross Italia S,p,A 24-Feb 28-Feb Euribor 3m
+ 1,0%
10,000 2,320

It should be noted that the loans in progress do not include asset or financial covenants but essentially clauses for the forfeiture of the benefit of the term in the event of cross default or change of control, with the exception of the following:

  • Euro 25.0 million (residual value Euro 1.6 million) subscribed by Var Group SpA with Credit Agricole SpA in July 2020 (maturity 2024);
  • Euro 11.5 million (residual value Euro 4.3 million) subscribed by Var Group SpA with Unicredit SpA in May 2021 (maturity 2025);
  • Euro 10.0 million (residual value Euro 6.8 million) subscribed by Var Group SpA with Credit Agricole SpA in December 2022 (maturity 2026);

  • Non-financial statement

  • Euro 10.0 million (residual value Euro 7.0 million) subscribed by Computer Gross SpA with Banca In-tesa SpA in May 2022 (maturity 2027);
  • Euro 25.0 million (residual value Euro 17.5 million) subscribed by Base Digitale Group Srl with Banca Intesa SpA in May 2022 (maturity 2027);
  • Euro 25.0 million (residual value Euro 17.5 million) subscribed by Var Group SpA with Banca Intesa SpA in May 2022 (maturity 2027);
  • Euro 40.0 million (residual value Euro 32.0 million) subscribed by Var Group SpA with BNL BNP Paribas in April 2022 (maturity 2027);
  • Euro 15.0 million (residual value Euro 12.0 million) subscribed by Var Group SpA with Banca MPS SpA in September 2022, (maturity 2027);
  • Euro 12.0 million (residual value Euro 7.4 million) subscribed by Var Group SpA with Banco BPM SpA in March 2022 (maturity 2027);
  • Euro 20.0 million (residual value Euro 20.0 million) subscribed by Var Group SpA with Unicredit SpA in December 2023 (maturity 2026).
  • Euro 10.0 million (residual value Euro 10.0 million) subscribed by Var Group SpA with Banca Sella SpA in February 2024 (maturity 2028).
  • Euro 10.0 million (residual value Euro 10.0 million) subscribed by Var Group SpA with Banca Monte dei Paschi SpA in March 2024 (maturity 2028).
  • Euro 10.0 million (residual value Euro 10.0 million) subscribed by Var Group SpA with Banca BNL BNP Paribas SpA in April 2024 (maturity 2028).
  • Euro 10.0 million (residual value Euro 10.0 million) subscribed by Computer Gross SpA with Banca Sel-la SpA in February 2024 (maturity 2028).
  • Euro 10.0 million (residual value Euro 8.7 million) subscribed by Base Digitale Group Srl with Banca BPM SpA in June 2023 (maturity 2028).
  • Euro 5.0 million (residual value Euro 3.4 million) subscribed by Base Digitale Group Srl with Credit Agricole SpA in December 2022 (maturity 2026).
  • Euro 5.0 million (residual value Euro 5.0 million) subscribed by Base Digitale Group Srl with Banca Sella SpA in Febru-ary 2024 (maturity febbraio 2028.

These loans require compliance with certain ratios of Net Financial Position/Ebitda of the sectors and/or the Sesa Group. In the financial year ended April 30, 2024, the above parameters were complied with.

The table below summarises the financial lease agreements, the operating leases, car leases and rentals entered in-to by Group companies for the exercise of their operating activities:

At April 30 (Euro thousands) Funding entity New Loan Expiry 2024 Of which current 2023 Of which current Unicredit Leasing SpA 21-Nov 33-Nov 782 66 848 66 Contratti di locazione e noleggi 47,350 15,194 49,227 12,635 Total 48,132 15,260 50,075 12,701

The following table summarises the minimum payments of financial lease liabilities:

At April 30
(Euro thousands) 2024 2023
Minimun payments due
Within 12 months 16,045 13,625
Between 1 and 5 years 29,519 28,235
Over 5 years 5,129 11,718
Total 50,693 53,578
Future financial expenses (2,561) (3,503)
Current value of financial leasing liabilities 48,132 50,075

In the table below shows the Group's net financial debt at April 30, 2023 and April 30, 2022 in accordance with ESMA and Consob recommendations:

At April 30

(Euro thousand) 2024 2023
A. Cash equivalents 120 651
B. Cash equivalents to cash 577,354 536,856
C. Other current financial assets 8,285 7,993
D. Liquidity (A) + (B) + (C) 585,759 545,500
E. Current financial debt (including debt instruments but excluding the current portion of non-current financial
debt)
59,457 52,237
F. Current portion of non-current financial debt 138,930 136,235
G. Current financial debt (E) + (F) 198,387 188,472
H. Net current financial debt (G) - (D) (387,372) (357,028)
I. Non-current financial debt (excluding current portion and debt instruments) 384,689 323,347
J. Debt Instruments
K. Trade and other current payables
L. Non-current financial debt (I) + (J) + (K) 384,689 323,347
M. Net financial debt (H) + (L) (2,683) (33,681)

Below is the reclassified statement of cash flows for a reconciliation of the Net debt at the beginning of the year with that at the end of the year:

At April 30

(Euro thousands) 2024 2023
Cash flows generated by operating assets before changes in net working capital 239,855 211,326
Change in working capital (85,682) (89,328)
Cash flow generated by (used in) operating activities before changes in lease liabilities 154,173 121,998
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

At April 30

(Euro thousands) 2024 2023
Payment of lease principal (15,598) (14,308)
Cash flow generated by (used in) operating activities (A) 138,575 107,690
Cash flow generated by (used in) investment activities (B) (51,811) (40,085)
Free cash flow (A+B) 86,764 67,605
Cash flow generated by (used in) acquisition investment activities (C) (93,507) (98,246)
(Purchase) sale of other equity investments and securities (D) 3,428 (4,908)
Cash flow generated by (used in) investment activities (B+C+D) (141,890) (143,239)
Cash flow generated by (used in) operating and investment activities (3,315) (35,549)
Cahnges in Equity 3,190
Treasury Shares (9,984) (11,189)
Dividends distributed (17,699) (14,732)
Change in net debt (30,998) (58,281)
Opening Net Financial Position 33,681 91,962
Change in Net Financial Position (30,998) (58,281)
Closing Net Financial Position 2,683 33,681

30. Debts and commitments for the purchase of shares in minority shareholders

Below is the handling of debts for commitments for acquisitions ofn minority shareholdings during the year. Please note that this item consists of deferred price payables, Earn Out and Put options outstanding in the acquisition transactions carried out by the Group companies.

April 30, 2023 New in Payments Adjustment P&L
Income Cost Inter Other April 30, 2024
Deferred price 34,823 33,048 (31,838) (4,032) 32,001
Earn Out 29,050 7,937 (9,410) (7,826) 2,412 (750) 21,413
PUT options 91,867 38,089 (5,862) (11,880) 2,198 2,649 (10,275) 106,786
Total debt and commitments for the pu
chase of shares in minority sharehoders
155,740 79,074 (47,110) (23,738) 4,610 2,649 (11,025) 160,200
April 30, 2022 New in Payments Adjustment P&L
Income Cost Interes Other April 30, 2023
Deferred price 19,174 35,862 (20,213) 34,823
Earn Out 20,828 17,735 (6,250) (3,964) 213 11 480 29,050
PUT options 68,395 22,151 (2,246) (8,555) 5,644 106 6,369 91,867
Total debt and commitments for the pu
chase of shares in minority sharehoders
108,397 75,748 (28,709) (12,519) 5,857 117 6,849 155,740

Fair value adjustments of Put Options, Earn Out and Deferred Prices amounted to about Euro 16.5 million as of April 30. The changes in the current value of the liabilities related to the exercise prices of the Put Options and the contingent consideration for Earn Out were determined based on updated estimates of the prospective values of the cash flows and profitability of the companies, applying the contractually defined formulas. The value of the liabilities was determined in relation to total investments in corporate acquisitions over the last four years recognised in the financial statements for about Euro 400 million, which were subject to systematic amortisation following the allocation of the differences in value (PPA) to Amortisation of Client Lists and Technological Know-How for a total of Euro 28.0 million in the year. The Other item mainly includes the reduction of debt following the payment of dividends to minority shareholders.

The detail of the portion of debt maturing within 12 months is as follows:

2024 2023
Current liabilities and commitments for the acquisition of shareholdings in minority shareholders 25,972 45,061
Non-current liabilities and liabilities on acquisition of holdings in minority shareholders 134,228 110,679
Total 160,200 155,740

31. Employee Benefits

This item includes the provision for severance indemnities (TFR) for employees of Group companies. Changes in this item are detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Opening balance 48,264 44,379
Service cost 5,657 5,100
Bond interests 1,844 1,092
Uses and advances (5,312) (3,718)
Actuarial loss/(gain) 189 (2,088)
Change in the scope of consolidation and purchase of business branches 3,666 3,499
Closing balance 54,308 48,264

The actuarial assumptions used to calculate defined benefit pension plans are detailed in the following table:

At April 30

(Euro thousands) 2024 2023
Economics assumptions
5.9% for 2023
Rate of inflation 2.00% 2.3% for 2024
2.0% for 2025
Discount rate 3.59% 3.56%
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2024
4. Non-financial
statement
5. Consolidated
financial statements
as of April 30, 2024
6. Separate financial
statements as of
April 30, 2024
5.9% for 2023
TFR increase rate 3.00% 3.2% for 2024

With regard to the discount rate, the iBoxx Eurozone Corporates AA index with a duration of 10+ was used as the reference at the various valuation dates, in line with the residual average term of the staff subject to assessment.

SENSITIVITY ANALYSIS

In accordance with the requirements of IAS 19R, a sensitivity analysis was carried out on the basis of changes in the main actuarial assumptions included in the calculation model. In detail, the most significant assumptions were increased and decreased, i.e. the average annual discount rate, the average annual inflation rate and the turn-over rate by half percentage point.

Sensitivity Analysis

(Euro thousands) Scenarios Past service liability
Annual discounting rate 0.50% 52,179
(0.50%) 55,918
Average annual rate of inflation 0.50% 54,856
(0.50%) 53,149
Turnover rate
0.50%
53,959
(0.50%) 54,042

32. Provisions

Changes in these items are detailed as follows:

Provisions for Risks

(Euro thousands) Provision for agent's pension plans Other risk provisions Total
At April 30, 2022 1,550 2,690 4,240
Change in the scope of consolidation 932 150 1,082
Accrual to provisions 148 1,147 1,295
Uses (143) (1,680) (1,823)
At April 30, 2023 2,487 2,307 4,794
Change in the scope of consolidation 31 234 265
Accrual to provisions 169 1,496 1,665
Uses (573) (120) (693)
At April 30, 2024 2,114 3,917 6,031

The Other Provisions for Risks item reflects, in particular:

  • changes in the scope of consolidation attributable to the companies that entered the scope of consolidation in the year ended April 30, 2024;
  • provisions for sundry charges amounting to Euro 1,496 thousand referable to litigation and contractual obligations of certain Group companies;

It should also be noted that, as of the date of preparation of this annual report, there are no further significant tax claims.

33. Trade payables

The item in questioni s detailed as follows:

At April 30

(Euro thousands 2024 2023
Advance payments 6,395 3,274
Trade payables 631,615 582,800
Total 638,010 586,074

34. Other current Liabilities

The item in questioni s detailed as follows:

At April 30

(Euro thousands) 2024 2023
Accrued liabilities and deferred income 125,780 131,454
Tax payables 30,053 22,962
Payable to personnel 42,933 36,034
Other payables 16,762 17,489
Payable to social security institutions 9,643 8,262
Advances from customers 6,638 10,930
Derivative liabilities 85 1,915
Total other current liabilities 231,894 229,046

Accrued liabilities and deferred income mainly includes revenues related to software maintenance and support fees pertaining to future years, relating to companies in the SSI segment.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

35. Further Informazioni

POTENTIAL LIABILITIES

We are not aware of the existence of further tax disputes or proceedings that could have significant repercussions on the Group' s economic and financial situation.

FURTHER DISCLOSURES

There is no further relevant information to report.

COMMITMENTS

As at April 30, 2024, the Group had not undertaken any commitments not reflected in the financial statements.

DIRECTORS AND STATUTORY AUDITORS' FEES

The following is a breakdown of the remuneration of the directors and statutory auditors of the Parent Company, gross of social security and tax contributions for the year, paid by Sesa SpA and other Group companies. For a complete description and analysis of the remuneration payable to Directors, Statutory Auditors and Executives with strategic responsibilities, reference should be made to the Remuneration Report available at the company's registered office, as well as on the company's website in the "Corporate Governance" section.

Year ended April 30

(Euro thousands) 2024
Payments to directors 1,088

The remuneration of the directors shown in the table includes fixed and variable remuneration as well as that due for participation in internal committees. However, the reversible fees of the directors and the residual shares of the 2021-2023 three-year plan assigned under the stock grant plan approved by the shareholders' meeting of August 28, 2020 and the shares of the 2024-2026 annual plan assigned under the stock grant plan approved by the shareholders' meeting of August 28, 2023 are excluded.

On August 28, 2023, the 2024-2026 Stock Grant Plan was approved with a maximum value of 280,250 ordinary shares (including extra bonus shares to be delivered in the two-year period 2027-2028), for the benefit of the executive directors of Sesa and its main subsidiaries, linked to sustainable growth objectives of Ebitda and EVA, as well as to the maintenance of balanced capital and financial conditions. In detail, the Plan envisages the following allocation method:

  • 177,750 Ordinary Shares will be delivered (free of charge) to the Beneficiaries as follows: (i) 59,250 Ordinary Shares upon Shareholders' approval of the financial statements as of April 30, 2024 (the "First Tranche"); (ii) 59,250 Ordinary Shares upon Shareholders' approval of the financial statements as of April 30, 2025 (the "Second Tranche"); (iii) 59,250 Ordinary Shares upon Shareholders' approval of the financial statements as of April 30, 2026 (the "Third Tranche").

  • 83,000 Ordinary Shares (the "Three-Year Shares") will be delivered (free of charge) upon the shareholders' approval of the financial statements as of April 30, 2026, April 30, 2027 and April 30, 2028, respectively, subject to the achievement of the three-year value generation targets (EVA) 2024-2026.

  • 19,500 Ordinary Shares ("Extra Bonus Shares") will be delivered (free of charge) to certain Beneficiaries in three equal tranches, upon Shareholders' approval of the financial statements as of April 30, 2026, April 30, 2027, and April 30, 2028, respectively, upon achievement of the established targets.

As of April 30, 2024, the notional cost related to the annual plan (59,250 shares) was recognised for an amount of Euro 5,982 thousand and the cost related to a portion of the three-year plan for an amount of Euro 1,744 thousand.

For an overview of the fees and remuneration paid to the corporate bodies, reference should be made to the Remuneration Report.

PAYMENTS TO THE INDEPENDENT AUDITOR

The following table, prepared in accordance with article 149-duodecies of the Consob Issuers' Regulation, shows the fees for the year ended April 30, 2024 for audit and non-audit services provided by the Independent Auditor and by entities belonging to its network, including expenses.

Payments to the indipendent auditor

Type of service Service provider Consignee Remuneration for the year ended April 30, 2024
Euro thousands)
Independent audit KPMG Parent company Sesa SpA 101
Other services KPMG Parent company Sesa SpA 58
Independent audit KPMG Subsidiary companies 437
Other services KPMG Subsidiary companies 105

Remuneration includes, in addition to fees, out-of-pocket expenses and the supervisory contribution.

36. Transaction with related Parties

Transactions between the Group and related parties, associates and parent companies, are mainly of a commercial nature and mostly concern the purchase and sale of hardware and software and relative technical assistance. The Company believes that all transactions with related parties are substantially regulated on the basis of normal market conditions.

The following table details the balances with related parties as at April 30, 2024 and April 30, 2023:

Transactions with reklated parties

(Euro thousands) Associated
companies
Parent
companies
Top
Management
Other related
parties
Total Impact on
the item
Current trade receivables
At April 30, 2024 3,215 1 3,216 0.56%
At April 30, 2023 3,859 1 3,860 0.73%
Other current receivables and
assets
At April 30, 2024 29 29 0.02%
At April 30, 2023 29 29 0.02%
Employee benefits
At April 30, 2024 79 79 0.15%
At April 30, 2023 125 125 0.26%
Trade Payables
At April 30, 2024 4,810 22 3 4,835 0.76%
At April 30, 2023 4,954 117 5,071 0.87%
Other current liablilities
At April 30, 2024 139 139 0.06%
At April 30, 2023 122 122 0.05%
  1. Non-financial statement

as of April 30, 2024

The following table details the economic effects of transactions with related parties in the years ended April 30, 2024 and April 30, 2023:

P&L effects

(Euro thousands) Associated
companies
Parent
companies
Top
Management
Other related
parties
Total Impact on
the item
Revenues
At April 30, 2024 10,906 86 6 6 11,004 0.35%
At April 30, 2023 9,002 82 9 9,093 0.32%
Other income
At April 30, 2024 141 29 19 189 0.67%
At April 30, 2023 54 39 17 1 111 0.28%
Consumables and goods for
resale
At April 30, 2024 1,162 1,162 0.05%
At April 30, 2023 1,392 1,392 0.06%
Costs for services and rent,
leasing, and similar costs
At April 30, 2024 13,572 9,166 229 22,967 8.05%
At April 30, 2023 12,825 8,047 253 21,125 8.45%
Personnel costs
At April 30, 2024 1,135 1,135 0.38%
At April 30, 2023 1,120 1,120 0.47%
Other operating Costs
At April 30, 2024 0.00%
At April 30, 2023 0.00%
Financial Income
At April 30, 2024 35 35 0.09%
At April 30, 2023 6 6 0.03%
Financial expense
At April 30, 2024 0.00%
At April 30, 2023 7 7 0.02%

ASSOCIATED COMPANIES

Relations with associated companies refer mainly to the purchase and sale of technological solutions and to the technical assistance services related to them carried out at normal market conditions. The associated companies with which the Group has conducted business transactions are mainly Nivola Srl, Var IT Srl, GV Way Srl, while IT services were purchased mainly from ISD Italy Srl, Var IT Srl, Var&Enginfo Srl.

PARENT COMPANIES

Relations with parent companies refer to services provided by Sesa SpA.

TOP MANAGEMENT

Relations with top management refer mainly to the remuneration of directors and executives with strategic responsibilities, as well as close family members. In particular, payroll costs include the remuneration of directors and executives with strategic responsibilities for employment, while costs for services and the use of third-party assets include remuneration for directors, also including the stock grant cost for the year.

OTHER RELATED PARTIES

Relations with other related parties, mainly companies in which the statutory auditors or directors of the parent companies of Sesa SpA have an interest, relate to commercial activities regulated at normal market conditions.

37. Events Occourring After the End of the Year

As regards the description of events occurring after the end of the financial year, reference should be made to that already stated in the Report, specifically in the paragraphs "Significant events occurring after the end of the year" and "Outlook".

38. Authorisation for publication

The publication of the consolidated financial statements of the Sesa Group for the year ended April 30, 2024 was authorised by a resolution of the Board of Directors on July 18,2024.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

Certification of the Consolidated Financial Statements pursuant to article 154-bis of Legislative Decree 58/98

    1. The undersigned Paolo Castellacci, in his capacity as Chairman of the Board, and Alessandro Fabbroni, in his capacity as Executive Responsible for the preparation of the corporate accounting documents of Sesa SpA, taking into account that envisaged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No, 58 of 24 February 1998, hereby certify:
    2. the adequacy in relation to the characteristics of the business, and
    3. the effective application of the administrative and accounting procedures for the preparation of the financial statements as at April 30, 2024,
    1. The application of the administrative and accounting procedures for the preparation of the financial statements as at April 30, 2023 did not reveal any significant aspects,

It is also certified that, the financial statements:

a, have been prepared in compliance with the applicable international accounting standards recognised by the European Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of July 19, 2002;

b, correspond to the results of the accounting books and records;

  • c, provide a truthful and fair representation of the issuer's assets and liabilities, as well as its financial and economic position,
    1. The Report on Operations includes a reliable analysis of the performance and results of operations as well as the situation of the issuer and of all the companies included within the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed,

Empoli, July 18, 2024

Paolo Castellacci

Chairman of the Board of Directors

Alessandro Fabbroni

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

Independent Auditor's Report on the Consolidated Financial Statements as of April 30, 2024

  1. The Sesa Group 2. Strategy and risk

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

Key audit matter Audit procedures addressing the key audit
matter
The consolidated financial statements at 30 April 2024
include trade receivables of €570.7 million, net of a loss
allowance of €32.6 million.
Assessing the loss allowance is a complex accounting
estimate entailing a high level of directors' judgement
as it is affected by many factors, including the type of
customer, the age of the receivables, credit insurance
and any other information.
For the above reason, we believe that the
measurement of trade receivables is a key audit matter.
Our audit procedures included:
· analysing the processes and controls implemented
by the group to estimate the loss allowance;
· analysing the data and models used to estimate
the loss allowance;
· holding discussions with the relevant internal
departments about the accounting policies applied
to estimate the loss allowance;
· assessing the reasonableness of estimates based
on our understanding of the group's business and
past experience;
· sending written requests for information to the legal
advisors assisting the group with credit recovery
and checking the individual assessments made by
the group for consistency with the information
obtained:
· assessing the appropriateness of the disclosures
provided in the notes about trade receivables.
Key audit matter Audit procedures addressing the key audit
matter
The consolidated financial statements at 30 April 2024
include liabilities to non-controlling investors for earn-
Our audit procedures included:
outs and put options of €21.4 million and €106.8
million, respectively. These liabilities originated from
business combinations carried out by the group and
· analysing the processes and controls implemented
by the group to estimate liabilities to non-controlling
investors for earn-outs and put options;
relate to (I) the contingent consideration for the
acquisition of certain subsidiaries (earn-outs) and (ii)
put options for non-controlling interests in certain
subsidiaries.
· assessing the consistency of the methods used to
estimate the liabilities and the related contracts
signed with the non-controlling investors;
These liabilities are initially recognised at fair value and
subsequently remeasured at each reporting date based
on the discounted future expected profits and cash
flows of the relevant subsidiaries over the reference
period.
· checking the appropriateness and mathematical
accuracy of the model used to estimate the
liabilities, including by involving experts of the
KPMG network;

Key audit matter Audit procedures addressing the key audit
matter
Measuring financial liabilities for earn-outs and put
options is a complex accounting estimate entailing a
high level of directors' judgement as it is affected by
assumptions which, by their very nature, may vary over
· comparing actual figures to forecasts to assess any
discrepancies and the reliability of the subsidiaries'
estimated financial performance;
time and, hence, are subject to change. · analysing the reasonableness of the main
For the above reason, we believe that the assumptions used in the estimation process;
measurement of liabilities to non-controlling investors
for earn-outs and put options is a key audit matter.
· assessing the appropriateness of the disclosures
provided in the notes about the liabilities and
purchase commitments for non-controlling
interests.
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of

-

-

-

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

KPMG

Annex 1

SUBSIDIARIES

Held by Company Registered
office
Share capital
in Euro
Percentage held at
Apr-30-24 Apr-30-23
PLURIBUS SRL ALBALOG SRL Sesto Fiorentino (FI) 11,000 100,00% 100,00%
DELTA PHI SIGLA SRL ALDEBRA SRL Trento (TN) 173,657 100,00% n,a,
VAR GROUP SPA ALDEBRA SRL Trento (TN) 173,657 n,a, 75,50%
VAR ONE SRL ALDEBRA ERP SRL Empoli (FI) 100,000 100,00% n,a,
VAR ONE SRL ALFASAP SRL Roma (RM) 20,000 100,00% 51,00%
COMPUTER GROSS SPA ALTINIA DISTRIBUZIONE SPA Casale sul Sile (TV) 1,000,000 55,00% n,a,
VAR GROUP SPA ADDFOR INDUSTRIALE SRL Empoli (FI) 10,000 80,00% 80,00%
ADIACENT SPA Società Benefit ADVIEW SRL Empoli (FI) 10,000 Fusione in
Adiacent Srl
100,00%
ADIACENT SPA Società Benefit AFB NET SRL Ponte San Giovanni (PG) 15,790 62,00% 62,00%
ADIACENT SPA Società Benefit ADIACENT INTERNATIONAL SRL Empoli (FI) 10,100 60,40% 60,40%
ADIACENT INTERNATIONAL SRL ADIACENT APAC LIMITED Hong Kong (HK) 70,000 hkd 75,00% 75,00%
ADIACENT INTERNATIONAL SRL ADIACENT ESPANA SL Madrid (ES) 3,006 100,00% n,a,
VAR TECHNO SRL AMAECO SRL Fiorano Modenese (MO) 20,000 65,00% 65,00%
APRA SPA ANALYSIS SRL - SOFTWARE E
RICERCA
Castel Maggiore (BO) 10,400 51,00% n,a,
DATA SCIENCE SRL ANALYTICS NETWORK SRL Casalecchio di Reno (BO) 40,000 100,00% 100,00%
VAR GROUP SPA APRA SPA Jesi (AN) 151,520 87,50% 87,50%
APRA SPA APRA COMPUTER SYSTEM SRL Pesaro (PS) 98,200 Fusione in Apra 55,00%
SEBIC INVESTMENTS SRL ARGON PRODUZIONE SRL Pescara (PE) 10,000 n,a, 100,00%
APRA SPA ASSIST INFORMATICA SRL Basta Umbra (PG) 95,800 51,00% 51,00%
BDM SRL AUSILIA SRL Firenze (FI) 500,000 Fusione in Bdm Srl 100,00%
SESA SPA BASE DIGITALE GROUP SRL Firenze (FI) 6,625,200 90,11% 87,30%
BASE DIGITALE GROUP SRL BDM SRL Firenze (FI) 5,435,000 100,00% 100,00%
BASE DIGITALE GROUP SRL BDX SPA Collecchio (PR) 50,000 55,00% 55,00%
BASE DIGITALE GROUP SRL BDY SPA Firenze (FI) 3,000,000 51,00% 51,00%
BASE DIGITALE GROUP SRL BASE DIGITALE PLATFORM SRL Firenze (FI) 20,000 Fusione in BDP
Spa
99,50%
BASE DIGITALE GROUP SRL BASE DIGITALE PLATFORM SPA Genova (GE) 661,765 87,41% 89,30%
BASE DIGITALE GROUP SRL Firenze (FI)
2,300,000
93,30% 93,00%
DIGITAL SECURITY SRL BDS SPA 3,00% 3,00%
  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

office
in Euro
Apr-30-24
Apr-30-23
DI,TECH SPA
BEENEAR SRL
Iasi( RO)
4,442,650 RON
100,00%
100,00%
VAR BMS SPA
BE4TECH SHPK
Tirana (AL)
5,214
97,00%
97,00%
VAR GROUP SPA
69,80%
69,80%
BLOCKIT SRL
Padova (PD)
27,400
YARIX SRL
30,20%
30,20%
VAR4INDUSTRIES SRL
VAR INDUSTRIES SRL
Milano (MI)
100,000
100,00%
n,a,
VAR GROUP SPA
VAR INDUSTRIES SRL
Milano (MI)
100,000
n,a,
60,00%
VAR INDUSTRIES SRL
CADLOG GMBH
Eching (DE)
25,565
100,00%
100,00%
VAR INDUSTRIES SRL
CADLOG SL
Madrid (ES)
3,000
100,00%
100,00%
VAR INDUSTRIES SRL
CADLOG SAS
Tremblay-en-France (FR)
10,000
100,00%
100,00%
PBU CAD-SYSTEME GMBH
CIMTEC GMBH
Großheirath (DE)
25,000
Fusione in PBU
100,00%
BASE DIGITALE GROUP SRL
CENTOTRENTA SERVICING SPA
Milano (MI)
7,215,000
52,50%
n,a,
YOCTOIT SRL
25,00%
n,a,
VAR4YOU SRL
CONSORZIO QONOS
Empoli (FI)
10,000
25,00%
n,a,
TECHNOLOGY CONSULTING SRL
25,00%
n,a,
VAR ONE NORD EST SRL
3,60%
n,a,
YARIX SRL
3,60%
3,60%
GENCOM SRL
3,60%
3,60%
DATEF SRL
3,60%
3,60%
VAR4YOU SRL
3,60%
3,60%
LEONET4CLOUD SRL
3,60%
3,60%
NGS SRL
3,60%
n,a,
DIGITAL SECURITY SRL
3,60%
3,60%
CONSORZIO VAR GROUP
Empoli (FI)
57,843
VAR BMS SPA
3,60%
3,60%
VAR NEXT SRL
3,60%
3,60%
NEBULA SRL
3,60%
3,60%
VAR ENGINEERING SRL
3,60%
3,60%
MF SERVICES SRL
3,60%
3,60%
APRA SPA
3,60%
3,60%
UBICS SRL
3,60%
n,a,
EVOTRE SRL
3,60%
n,a,
Held by Company Registered Share capital Percentage held at

Company Registered
office
Percentage held at
in Euro Apr-30-24 Apr-30-23
3,60% 3,60%
3,60% n,a,
3,60% 3,60%
CONSORZIO VAR GROUP Empoli (FI) 57,843 3,60% 3,60%
3,60% 3,60%
3,60% 3,60%
3,60% 3,60%
CYRES CONSULTING SERVICES
GMBH
Monaco (DE) 25,000 100,00% 73,50%
CYRES Consulting Baltics, SIA Riga (LV) 3,181 100,% n,a,
CYRES Consulting India Privated
Limited
Bengaluru (IN) 11,270 98,00% n,a,
CYRES Consulting Austria GmbH Graz( AT) 17,500 100,00% n,a,
DATACOREX SRL Collecchio (PR) 33,333 66,00% n,a,
DATA SCIENCE SRL Empoli (FI) 139,050 81,07% 80,60%
DATEF SPA Bolzano (BZ) 126,000 51,00% 51,00%
TEKNE SRL Empoli (FI) 1,062,250 90,00% 95,60%
DI VALOR SOLUÇÕES EM Jardim Das Perdizes (BR) 10,00% 10,00%
TECNOLOGIA E CONSULTORIA LTDA 90,00% 90,00%
DURANTE SPA Cormano (MI) 1,000,000 51,00% 51,00%
DYNAMICS BUSINESS SOLUTIONS
SRL
Caserta (CE) 11,765 100,00% 100,00%
Bergamo (BG) 253,000 60,50% 60,50%
14,20% 14,20%
VALUE 4CLOUD SRL Empoli (FI) 50,000 100,00% 100,00%
CLEVER CONSULTING SRL Milano (MI) 36,057 53,20% 55,00%
VAR BMS SPA Milano (MI) 1,562,500 80,90% 80,90%
CENTRO 3 CAD SRL Jesi (AN) 10,000 80,00% 80,00%
KOLME SRL Milano (MI) 161,240 64,31% 63,40%
MAINT SYSTEM SRL Milano (MI) 10,000 60,00% n,a,
MERSY SRL Empoli (FI) 10,000 100,00% 100,00%
COMPUTER GROSS SPA Empoli (FI) 40,000,000 100,00% 100,00%
COMPUTER GROSS NESSOS SRL Empoli (FI) 52,000 60,00% 60,00%
COSESA SRL Empoli (FI) 15,000 100,00% 100,00%
VAR4TEAM SRL Share capital
375,000 Reais
  1. The Sesa Group 2. Strategy and risk

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

Held by Company Registered
office
Share capital
in Euro
Percentage held at
Apr-30-24 Apr-30-23
PLURIBUS SRL DELTA PHI SIGLA SRL Empoli (FI) 99,000 100,00% 100,00%
TEKNE SRL DI,TECH SPA Bologna (BO) 2,575,780 100,00% 100,00%
VAR GROUP SPA 7CIRCLE SRL Empoli (FI) 85,949 79,72% 82,40%
DURANTE SPA DIGITAL INDEPENDENT SRL Milano (MI) 95,000 100,00% 100,00%
VAR GROUP SPA DIGITAL SECURITY SRL Empoli (FI) 119,161 75,70% 75,70%
BDM SRL DIGITAL STORM SRL Milano (MI) 25,000 100,00% n,a,
BASE DIGITALE PLATFORM SRL DIGITAL STORM SRL Milano (MI) 25,000 n,a, 60,00%
DURANTE SPA DIGITAL WORKSPACE SRL Empoli (FI) 170,000 Fusione in Durante 100,00%
BASE DIGITALE PLATFORM SRL DVR ITALIA SRL Torino (TO) 22,222 Fusione in Bdp
Spa
72,00%
BDS SPA BDS FACTORY SRL Empoli (FI) 41,600 Fusione in Bds
Spa
100,00%
BDS SPA EMMEDI SRL Udine (UD) 121,000 51,00% n,a,
BASE DIGITALE PLATFORM SRL EMMEDI SRL Udine (UD) 121,000 n,a, 51,00%
VAR BMS SPA ESSEDI CONSULTING SRL Cologno Monzese (MI) 10,000 60,00% n,a,
APRA SPA EUROLAB SRL Fermo (FM) 10,400 55,00% 55,00%
BDX SPA EURO FINANCE SYSTEMS SA Parigi (FR) 150,000 50,10% 50,10%
BASE DIGITALE PLATFORM SPA EVER GREEN MOBILITY RENT SRL Scandicci (FI) 10,000 52,00% 52,00%
APRA SPA EVOTRE SRL Jesi (AN) 210,000 56,00% 56,00%
ADIACENT SPA Società Benefit ENDURANCE SRL Bologna (BO) 15,600 Fusione in
Adiacent Srl
100,00%
ADIACENT INTERNATIONAL SRL FEN WO (SHANGAI) MANAGEMENT
CONSULTING CO,, LTD
Shanghai 202,426 55,30% 55,30%
DIGITAL SECURITY SRL GENCOM SRL Forlì (FC) 84,800 100,00% 100,00%
CENTOTRENTA SERVICING SPA HYPERMAST STS SRL Milano (MI) 10,000 100,00% n,a,
COMPUTER GROSS SPA ICOS SPA Ferrara (FE) 706,580 77,80% 81,30%
ICOS SPA ICOS Deutschland GmbH Munchen 1,100,000 92,50% 100,00%
COMPUTER GROSS SPA 66,70% 66,70%
VAR GROUP SPA ICT LOGISTICA SRL Empoli (FI) 775,500 33,30% 33,30%
ADIACENT SPA Società Benefit IDEA POINT SRL Empoli (FI) 10,000 100,00% n,a,
SESA SPA IDEA POINT SRL Empoli (FI) 10,000 n,a, 100,00%
DATEF SPA INDUSTRIAL CYBER SECURITY SRL Bolzano (BZ) 50,000 19,00% 70,00%
DIGITAL SECURiTY SRL INDUSTRIAL CYBER SECURITY SRL Bolzano (BZ) 50,000 51,00% n,a,
VAR ONE SRL INFORMETICA CONSULTING SRL San MartinoBuon Albergo (VR) 120,000 100,00% n,a,
ADIACENT INTERNATIONAL SRL ALISEI CONSULTING LDT Shanghai (CHI) 200,000 CNY 100,00% 100,00%

Held by Company Registered
office
Share capital
in Euro
Percentage held at
Apr-30-24 Apr-30-23
VAR GROUP SPA IBERIAN UNIT VARGROUP SL Madrid (ES) 3,200 100,00% n,a,
VAR GROUP SPA INFOLOG SPA Modena (MO) 300,000 67,30% 51,00%
MF SERVICES SRL 23,69% 25,00%
VAR NEXT SRL ISD NORD SRL Frascati (RM) 16,666 23,69% 25,00%
MY SMART SERVICES SRL 18,95% 20,00%
VAR GROUP SPA Torino (TO) 51,00% 51,00%
DIGITAL SECURITY SRL KLEIS SRL 10,400 10,00% 10,00%
VAR GROUP SPA M,K, ITALIA SRL Empoli (FI) 100,000 51,00% n,a,
EVER GREEN MOBILITY RENT MR FLEET SRL Scandicci (FI) 250,000 Fusione in Evere
Green
51,00%
7CIRCLE SRL 49,00% 49,00%
LEONET4CLOUD SRL NEBULA SRL Empoli (FI) 22,000 51,00% 51,00%
COMPUTER GROSS SPA COLLABORATION VALUE SRL Empoli (FI) 20,000 100,00% 58,00%
VAR BMS SPA ISO SISTEMI SRL Genova (GE) 63,000 100,00% n,a,
7CIRCLE SRL LEONET4CLOUD SRL Empoli (FI) 60,000 100,00% 100,00%
DATA SCIENCE SRL MEDIAMENTE CONSULTING SRL Empoli (FI) 10,000 100,00% 100,00%
MY SMART SERVICES SRL M,F, SERVICES SRL Campagnola Emilia (RE) 1,000,000 70,00% 70,00%
VAR GROUP SPA MY SMART SERVICES SRL Empoli (FI) 200,000 97,50% 100,00%
PALITALSOFT SRL NEXT STEP SOLUTION SRL Collecchio (PR) 30,000 55,00% 55,00%
DIGITAL SECURITY SRL NGS SRL Padova (PD) 10,000 100,00% 100,00%
BDX SPA OMIGRADE SERVIZI SRL Colecchio (PR) 46,800 Fusione in BDX 100,00%
UBICS SRL OTCADA MEX S DE RL DE DV Guadalajara, Jalisco, Messico 10,000 MXN 100,00% 100,00%
PALITALSOFT SRL PAL IFM SRL Catanzaro (CZ) 50,000 55,00% 55,00%
APRA SPA PALITALSOFT SRL Jesi (AN) 135,000 55,00% 55,00%
VAR4INDUSTRIES SRL PBU CAD-SYSTEME GMBGH Aichach(GER) 26,100 60,00% n,a,
TECH VALUE SRL PBU CAD-SYSTEME GMBGH Aichach(GER) 26,100 n,a, 60,00%
VAR ONE SRL PEGASO SRL Piacenza (PC) 51,480 Fusione in Var One 100,00%
VAR GROUP SPA PLURIBUS SRL Empoli (FI) 50,000 91,00% 91,00%
COMPUTER GROSS SPA P,M, SERVICE SPA, Pontassieve (FI) 145,928 70,00% 70,00%
VAR4TEAM SRL PRAGMA ACG SRL Bergamo (BG) 50,000 Fusione in
Var4Team
n,a,
VAR GROUP SPA PRAGMA PROGETTI SRL Torino (TO) 100,000 100,00% 36,00%
SISTHEMA SPA SOFTHARE Tunisi (TN) 250,000 TND 99,00% 99,00%
  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

Held by Company Registered
office
Share capital
in Euro
Percentage held at
Apr-30-24 Apr-30-23
VAR GROUP SPA STUDIO 81 DATA SYSTEM SRL Roma (RM) 150,000 66,00% n,a,
LEONET4CLOUD SRL 31,80% 31,80%
VAR INDUSTRIES SRL VAR EVOLUTION SRL Empoli (FI) 66,667 31,80% 31,80%
SESA SPA Empoli(FI) 578,666 76,96% 27,30%
VAR GROUP SPA n,a, 50,70%
BDM SRL ADIACENT SPA Società Benefit 0,77% 0,40%
APRA SPA 13,07% 6,90%
TEKNE SRL SAILING SRL Reggio Emilia (RE) 10,000 100,00% 100,00%
DURANTE SPA SANGALLI TECNOLOGIE SRL Brusaporto (BG) 25,000 55,00% n,a,
PM SERVICE SPA SEBIC INVESTMENTS SRL Pontassieve (FI) 10,000 100,00% 100,00%
ADIACENT SPA Società Benefit SEMIO SRL Empoli (FI) 20,000 n,a, 100,00%
MAINT SYSTEM SRL SERTECMA SRL Milano (MI) 10,000 100,00% n,a,
COMPUTER GROSS SPA SERVICE TECHNOLOGY SRL Arezzo (AR) 12,350 55,00% 55,00%
SESA SPA SESA GMBH Monaco (DE) 100,000 100,00% 100,00%
VAR4INDUSTRIES SRL SMARTCAE SRL Firenze (FI) 100,000 51,00% n,a,
PLURIBUS SRL SOFT SYSTEM SRL Pordenone (PN) 99,000 60,00% n,a,
VAR ONE SRL VAR ONE NORD EST SRL Pordenone (PN) 158,690 100,00% 100,00%
VAR GROUP SPA SISTHEMA SPA Milano (MI) 1,046,860 67,97% 53,30%
DATA SCIENCE SRL SPS SRL Bologna (BO) 10,400 100,00% 100,00%
VAR GROUP SPA TALENT WARD SRL Empoli (FI) 50,000 80,00% 80,00%
CADLOG GMBH TRIAS MIKROELEKTRONIK GMBH Krefeld (DE) 25,565 Fusione in Cadlog
Gmbh
n,a,
CADLOG GMBH TRIAS MIKROELEKTRONIK SCHWEIZ
GMBH
Zurigo (CH) 20,000 CHF 100,00% n,a,
CADLOG GMBH TRIAS MIKROELEKTRONIK
OSTERREICH GMBH
Linz (AT) 35,000 100,00% n,a,
CADLOG GMBH TRIAS MICROELECTRONICS SRL Iasi (RO) 18,400 Ron 90,00% n,a,
BDX SPA T&O SRL Colecchio (PR) 10,000 100,00% 65,00%
ADIACENT SPA Società Benefit SUPERRESOLUTION SRL Empoli (FI) 10,000 51,00% 51,00%
BASE DIGITALE PLATFORM SPA TECNIKE' SRL Arezzo (AR) 10,000 51,00% 51,00%
TECH VALUE SRL TEKNO SERVICE SRL Milano (MI) 14,000 60,00% n,a,
TECH VALUE IBERICA SRL TECH VALUE DELS PIRINEUS S,L, Andorra la Vella (AD) 3,000 100,00% 100,00%
VAR4INDUSTRIES SRL TECH VALUE SRL Milano (MI) 311,620 64,04% n,a,
VAR GROUP SPA TECH VALUE SRL Milano (MI) 311,620 n,a, 61,00%

Held by Company Registered
office
Share capital
in Euro
Percentage held at
Apr-30-24 Apr-30-23
WISE SECURITY GLOBAL SL TECH VALUE IBERICA SL Barcellona 50,000 100,00% n,a,
TECH VALUE SRL TECH VALUE IBERICA SL Barcellona 50,000 n,a, 100,00%
VAR GROUP SPA UBICS SRL Empoli (FI) 569,220 71,91% n,a,
VAR GROUP SPA VAR4INDUSTRIES SRL Empoli (FI) 100,000 83,50% n,a,
VAR GROUP SPA SUSTAINIT SRL Empoli (FI) 80,000 100% 68,80%
VAR PRIME SRL VAR 4 RETAIL SRL Treviso (TV) 23,529 85,00% 85,00%
MY SMART SERVICES SRL VAR ENGINEERING SRL Empoli (FI) 160,000 96,60% 96,60%
SESA SPA VAR GROUP SPA Empoli (FI) 3,800,000 100,00% 100,00%
VAR GROUP SPA 67,00% n,a,
DATEF SPA VAR GROUP GMBH Monaco (DE) 25,000 11,00% n,a,
CADLOG GMBH 11,00% n,a,
VAR GROUP SPA VAR GROUP SUISSE SA Lugano (CH) 100,000 CHF 75,00% 100,00%
VAR GROUP SPA VAR GROUP SRL Empoli (FI) 100,000 Fusione in Var
Group Spa
100,00%
7CIRCLE SRL Empol (FI)i 33,333 45,00% 45,00%
DI,TECH SPA VAR HUB SRL 55,00% 55,00%
VAR BMS SPA VAR ONE SRL Empoli (FI) 255,364 96,70% 96,70%
VAR GROUP SPA VAR PRIME SRL Empoli (FI) 138,479 98,50% 100,00%
VAR INDUSTRIES SRL VAR TECHNO SRL Empoli (FI) 214,286 93,00% n,a,
APRA SPA Milano (MI) 214,286 n,a, 2,50%
SAILING SRL n,a, 2,50%
SISTHEMA SPA VAR TECHNO SRL n,a, 45,00%
VAR ENGINEERING SRL n,a, 10,00%
VAR GROUP SPA n,a, 21,00%
MY SMART SERVICES SRL VAR NEXT SRL Treviso (TV) 10,000 85,00% 85,00%
MY SMART SERVICES SRL TECHNOLOGY CONSULTING SRL Bolzano (BZ) 200,000 100,00% 100,00%
MY SMART SERVICES SRL VAR4YOU SRL Empoli (FI) 30,000 100,00% 100,00%
DATA SCIENCE SRL VISUALITICS SRL Torino (TO) 10,582 59,50% n,a,
DIGITAL SECURITY SRL YARIX SRL Montebelluna (TV) 30,000 100,00% 100,00%
MY SMART SERVICES SRL YOCTOIT SRL Monza (MB) 152,000 52,10% 52,10%
DIGITAL SECURITY SRL WISE SECURITY GLOBAL SL Madrid (ES) 3,250 51,00% n,a,
VAR GROUP SUISSE WSS IT SAGL Camorino (CH) 20,000 CHF 100,00% n,a,
  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

April 30, 2024

Company Registered Share capital Percentage held at
Held by office in Euro Apr-30-24 Apr-30-23
WSS ITALIA SRL WSS IT SAGL Camorino (CH) 20,000 CHF n,a, 100,00%
VAR ENGINEERING SRL WSS ITALIA SRL Milano (MI) 35,000 Fusione in Var
Engineering
55,00%
7CIRCLE SRL XAUTOMATA TECHNOLOGY GMBH Klagenfurt (AT) 40,000 76,30% 76,30%
APRA SPA Z3 ENGINEERING SRL Lanciano (CH) 10,500 35,00% 35,00%
VAR ONE SRL 25,00% 25,00%
7CIRCLE SRL ZERO12 SRL Padova (PD) 10,101 100,00% 100,00%
SISTHEMA SPA 4 DATA SRL Vicenza (VI) 10,000 100,00% n,a,

Annex 2

ASSOCIATED COMPANIES

Held by Registered
Company
office
Share capital
in Euro
Percentage held at
Apr-30-24 Apr-30-23
VAR PRIME SRL 4CONSULTING SRL Limena (PD) 20,000 20,00% 20,00%
MY SMART SERVICES SRL AD CONSULTING SPA Modena (MO) 1,296,296 19,00% n,a,
COMPUTER GROSS SPA ATTIVA SPA Brendola (VI) 4,680,000 21,00% 21,00%
VAR TECHNO SRL BEATREEX SRL Milano (MI) 12,350 20,10% 20,10%
SESA SPA C,G,N, SRL Milano (MI) 100,000 47,50% 47,50%
COMPUTER NESSOS SRL COLLABORA SRL Vinci (FI) 15,000 n,a, 29,00%
VAR GROUP SPA DOTDIGITAL SRL Empoli (FI) 50,000 n,a, 50,00%
COLLABORATION VALUE SRL EMME&MME INFORMATICA
SRL
Lastra a Signa (FI) 94,500 19,40% n,a,
APRA SPA EVIN SRL Ascoli Piceno (AP) 30,000 20,00% 20,00%
VAR GROUP SPA FINCHAIN SRL Empoli (FI) 10,000 50,00% 50,00%
GENCOM SRL GENDATA SRL Forlì (FC) 50,000 20,00% 20,00%
ADIACENT SPA Società Benefit G,G, SERVICES SRL Pontedera (PI) 10,200 33,30% 33,30%
VAR GROUP SPA GVWAY SRL Paderno Dugnano (MI) 150,000 30,00% 30,00%
DATEF SPA INOVA Q GMBH Vienna (AUT) 51,646 45,00% 45,00%
VAR BMS SPA INNORG SRL Torino (TO) 12,000 31,00% 50,00%

Held by Company Registered
office
Share capital
in Euro
Percentage held at
Apr-30-24 Apr-30-23
M,F, SERVICES SRL ISD ITALY SRL Frascati (RM) 12,50% 14,30%
MY SMART SERVICES SRL 24,000 12,50% 14,30%
VAR BMS SPA ISO SISTEMI SRL Genova (GE) 63,000 n,a, 41,70%
VAR GROUP SPA LABOVAR SRL Instrana (TV) 50,000 49,00% 49,00%
UBICS SRL LAGUNAROCK SRL Pontedera (PI) 10,000 35,00% 35,00%
BDX SPA LAW ON CHAIN S,R,L, Colecchio (PR) 50,000 30,60% 30,60%
VAR GROUP SPA M,K, ITALIA SRL Empoli (FI) 100,000 n,a, 45,00%
MY SMART SERVICES SRL MTS&CARE Gorlago (BG) 10,000 45,00% 45,00%
VAR GROUP SPA NIVOLA SPA Biella (BI) 11,100,000 49,00% 49,00%
VAR GROUP SPA NOA SOLUTION SRL Cagliari (CA) 118,000 24,00% 24,00%
LEONET4CLOUD SRL S,A, CONSULTING SRL Milano (MI) 10,000 30,00% 30,00%
COMPUTER GROSS SPA SISTEMI MANAGERIALI SRL Pratovecchio Stia (AR) 14,200 33,10% 33,10%
VAR GROUP SPA STUDIO 81 DATA SYSTEM
SRL
Roma (RM) 150,000 n,a, 50,00%
TECH-VALUE SRL TEKNO SERVICE SRL Milano (MI) 14,000 n,a, 44,00%
UBICS SRL THE GREENWATCH SRL Milano (MI) 10,000 35,00% 35,00%
GENCOM SRL T-STATION ACADEMY SRL Forlì (FC) 25,000 40,00% 40,00%
VAR GROUP SPA Empoli (FI) 28,000 28,60% 28,60%
ADIACENT SPA Società Benefit URBANFORCE S,C,A,R,L, 14,30% 14,30%
VAR BMS SPA VAR ALFA SRL Udine (UD) 50,000 25,00% 25,00%
VAR GROUP SPA VAR & ENGINFO SRL Empoli (FI) 70,000 30,00% 30,00%
VAR GROUP SPA VAR IT SRL Parma (PR) 140,000 22,00% 22,00%
MY SMART SERVICES SRL VSH SRL Empoli (FI) 50,000 44,00% 44,00%
SISTHEMA SPA WEBGATE ITALIA SRL Milano (MI) 40,000 30,00% 30,00%
APRA SPA WINLAKE ITALIA SRL Novi Ligure (AL) 10,200 33,30% 33,30%
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

Annex 3

OTHER COMPANIES

Registered Share capital Percentage held at
Held by Company office in Euro Apr-30-24 Apr-30-23
MY SMART SERVICES SRL AD CONSULTING SPA Modena 1,296,296 n,a, 19,0%
7CIRCLE SRL AIRSPOT SRL Torino (TO) 13,100 19,1% 19,1%
APRA SPA ANALISYSIS SRL Trebbo di Reno (Bo 10,400 n,a, 15,0%
VAR GROUP SPA APIO SRL Pescara (PE) 14,882 9,3% 9,3%
VAR GROUP SPA AXED SPA Latina (LT) 2,000,000 0,1% 0,1%
VAR BMS SPA B,I,T, SRL Milano (MI) 100,000 12,5% 12,5%
SESA SPA BLUE FACTORY SRL Milano (MI) 100,000 17,0% 17,0%
VAR GROUP SPA CAP SOLUTIONS SRL Genova (GE) 100,000 15,0% 15,0%
SESA SPA 1,9% 1,9%
VAR GROUP SPA CABEL HOLDING SPA Empoli (FI) 12,000,000 1,9% 1,9%
GENCOM SRL CAVAREI IMPRESA SOCIALE Forlì (FC) 281,925 0,2% 0,2%
YARIX SRL 0,7% 0,7%
VAR GROUP SPA COMMERC,IO SRL Schio (VI) 370,000 0,7% 0,7%
APRA SPA COMPUTER VAR TORINO SRL Torino (TO) 20,000 14,0% 14,0%
APRA SPA CONSORZIO NIDO INDUSTRIA
VALLESI
Ancona (AN) 55,555 1,8% 1,8%
LEONET4CLOUD SRL CONSORZIO SIS Sassari (SS) 50,000 4,0% 4,0%
VAR GROUP SPA CONSORZIO TEKNOBUS San Donà di Piave (VE) 16,000 25,0% 25,0%
VAR GROUP SPA DEXIT SRL Trento (TN) 700,000 13,5% 13,5%
VAR GROUP SPA DITECFER SCARL Pistoia (PT) 96,000 n,a, 2,0%
SESA SPA DV HOLDING SPA Roma (RM) 100,000 6,0% 6,0%
COLLABORATION VALUE SRL EMM&MME INFORMATICA SRL Lastra a Signa (FI) 94,000 n,a, 19,0%
COMPUTER GROSS SPA EMPOLI F,B,C, SPA Empoli (FI) 1,040,000 3,0% 3,0%
APRA SPA ENOGIS SRL Trento (TN) 10,000 10,0% 10,0%
VAR BMS SPA ESSEDI CONSULTING SRL Cologno Monzese (MI) 10,000 n,a, 19,0%
VAR GROUP SPA FD SERVICE SRL Milano (MI) 100,000 2,1% 2,1%
VAR GROUP SPA FINDYNAMIC SRL Milano (MI) 25,422 2,0% 2,0%
APRA SPA G,L, ITALIA SRL Milano (MI) 10,400 9,0% 9,0%
VAR GROUP SPA GLOBAL BUSINESS AREZZO SRL Arezzo (AR) 65,519 10,0% 10,0%

Registered Share capital Percentage held at
Held by Company
office
in Euro
Apr-30-24 Apr-30-23
VAR ONE SRL INFORMETICA CONSULTING SRL San Martino Buon Albergo (VR) 120,000 n,a, 15,0%
LEONET4CLOUD SRL INFOSVIL SRL Firenze (FI) 20,400 10,0% 10,0%
APRA SPA INNOVAZIONE AUTOMOTIVE E
METALMECCANICA SOC CON
Santa Maria Imbaro 115,000 0,6% 0,6%
COLLABORATION VALUE SRL ITF SRL Empoli (FI) 100,000 10,0% 10,0%
VAR TECHNO SRL LINFA DIGITALE SRL Lucca (LU) 10,000 n,a, 13,3%
VAR GROUP SPA MACRO GROUP COMMERCIALE
SRL
Bologna (BO) 50,000 19,0% 19,0%
SESA SPA PARENTSMILE SRL Vicenza (VI) 200,000 10,0% 10,0%
VAR PRIME SRL PIESSE QUADRO SRL Bovolone (VR) 20,800 10,0% 10,0%
DELTA PHI SIGLA SRL PLAYERP SRL Empoli (FI) 20,000 19,0% 19,0%
BDS SPA R & C APPALTI SRL Roma (RM) 13,600 17,0% 17,0%
DATEF SRL SAIM SRL Terni 200000 0,0% 0,0%
VAR ONE NORD EST SRL SIGEA SRL Oderzo (TV) 100,000 10,0% 10,0%
DELTA PHI SIGLA SRL SIGLA TAILOR MADE SRL Empoli (FI) 10,000 19,0% 19,0%
VAR GROUP SPA S,I,L, COMPUTER SRL Livorno (LI) 10,000 19,9% 19,9%
VAR GROUP SPA SMARTLABS SRL Roma (RM) 150,000 10,0% 10,0%
VAR ONE NORD EST SRL SOLUZIONI SOFTWARE SRL Padova (PD) 20,000 15,0% n,a,
TECH VALUE SRL SOLVE,IT SRL Torino (TO) 90,000 n,a, 12,4%
VAR GROUP SPA SPORTEAMS SRL Bagno a Ripoli (FI) 20,652 0,2% 0,2%
VAR GROUP SPA SYSDAT,IT SRL Milano (MI) 100,000 10,0% 10,0%
ALDEBRA SRL UPSENS SRL Trento (TN) 14,134 0,6% 0,6%
VAR TECHNO SRL VAR PLUS SRL Empoli (FI) 10,000 15,0% 15,0%
MF SERVICES SRL VAR SERVICE SRL Empoli (FI) 66,263 2,8% 2,8%
VAR GROUP SPA VAR SOLUTIONS SRL Milano (MI) 10,000 10,0% 10,0%
APRA SPA VTF SRL Empoli (FI) 141,270 1,4% 1,4%
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

Separate financial statements as of April 30, 2024

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

SEPARATE INCOME STATEMENT

Year ended April 30

(in Euro) Note 2024 2023
Revenues 5 15,130,754 13,663,662
Other incomes 6 5,416,071 5,210,862
Consumables and goods for resale 7 (66,976) (66,209)
Costs for services and rent, leasing, and similar costs 8 (15,196,869) (13,172,463)
Personnel costs 9 (9,247,874) (7,735,005)
Other operating costs 10 (255,211) (222,974)
Amortisation and Depreciation 11 (635,692) (398,224)
Operating result (4,855,797) (2,720,351)
Financial income 12 25,645,972 24,000,000
Financial expenses 12 (136,531) (58,495)
Profit before taxes 20,653,644 21,221,154
Income taxes 13 782,061 216,026
Profit for the year 21,435,705 21,437,180

SEPARATE STATEMENT OF COMPREHENSIVE INCOME

Year ended April 30

(in Euro)
Note
2024 2023
Profit for the year 21,435,705 21,437,180
Items that cannot be reclassified to the Income Statement
Actuarial gain (loss) for employee benefits - Gross effect
24
166,558 109,299
Actuarial gain (loss) for employee benefits - Tax effect
24
(39,974) (26,232)
Comprehensive income for the year 21,562,289 21,520,247

SEPARATE STATEMENT OF FINANCIAL POSITION

At April 30
(in Euro) Note 2024 2023
Intangible assets 14 311,331 285,206
Right of use 15 527,802 362,134
Property, plant and equipment 16 909,267 1,043,906
Investment property 17 5,751 6,044
Equity investments 18, 20 93,279,859 91,578,214
Receivables for deferred tax assets 19 2,476,071 1,911,207
Other non-current receivables and assets 20 7,029,299 6,979,311
Total non-current assets 104,539,381 102,166,022
Current trade receivables 21 4,106,494 3,525,319
Current tax receivables 22 3,605,405 17,334
Other current receivables and assets 20 12,906,695 8,920,181
Cash and cash equivalents 23 674,946 1,334,596
Total current assets 21,293,540 13,797,430
Total assets 125,832,923 115,963,452
Share capital 37,126,928 37,126,928
Share premium reserve 33,144,034 33,144,034
Other reserves 13,473,593 9,093,141
Profits carried forward 21,435,705 21,437,187
Total Shareholders' equity 24 105,180,260 100,801,290
Non-current loans 26
Financial liabilities for non-current rights of use 26 60,111 94,343
Non current financial liabilities and commitments for purchase of shares from
non-controlling interests
Employee benefits 27 2,086,747 2,031,735
Non-current provisions 28
Deferred tax liabilities 19 8,553 27,980
Total non-current liabilities 2,155,411 2,154,058
Current loans 26
Financial liabilities for current rights of use 26 473,218 272,164
Non current financial liabilities and commitments for purchase of shares from
non-controlling interests
36,000 45,000
Trade payables 29 1,859,076 2,191,146
Current tax payables 22 3,557 642,816
Other current liabilities 30 16,125,401 9,856,978
Total current liabilities 18,497,252 13,008,104
Total liabilities 20,652,663 15,162,162
Total shareholders' equity and liabilities 125,832,923 115,963,452
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

SEPARATE STATEMENT OF CASH FLOWS

Year ended April 30

(Euro thousands) Nota 2024 2023
Profit before taxes 21,435 21,437
Adjustments for:
Amortisation and Depreciation 11 636 399
Income taxes (782) (216)
Accruals to provisions relating to personnel and other provisions 28 285 188
Net financial (income) expense 12 (25,180) (23,948)
Capital gains/losses from transfer and other non-monetary entries 7,726 6,743
Cash flows generated by operating activities before changes in net working
capital
4,120 4,603
Change in trade receivables 21 (581) (1,866)
Change in payables to suppliers 29 (332) 1,037
Change in other assets 20 (3,987) (4,337)
Change in other liabilities 30 7,425 4,477
Employee benefits 27 (137) (39)
Change in deferred taxes 19 (624) (851)
Change in receivables and payables for current taxes 22 (4,227) 669
Interest paid (11) (7)
Taxes paid (785) (147)
Net cash flow generated by operating activities 861 3,539
Equity investments 18 (1,752) (3,052)
Investments in property, plant and equipment 16 (188) (805)
Investments in intangible assets 14 (133) (170)
Disposal of tangible and intangible assets
Non-current equity investments in other companies 20 (92)
Disposals of non-current equity investments in other companies 20
Dividends collected 25,265 24,000
Interest collected
Net cash flow generated by/(used in) investment activity 23,192 19,881
(Reduction)/increase in short-term loans 26 (9)
Repayment of financial liabilities for rights of use (214) (181)
Treasury shares 24 (9,004) (11,189)
Capital increase and/or Shareholder payment 24 22
Dividends distributed 24 (15,495) (13,945)
Net cash flow generated by/(used in) financial activity (24,713) (25,302)
Translation difference on cash and cash equivalents
Change in cash and cash equivalents (660) (1,882)
Opening balance of cash and cash equivalents 23 1,335 3,217
Closing balance of cash and cash equivalents 23 675 1,335

SEPARATE STATEMENT OF CHANGES IN SEPARATE SHAREHOLDER'S EQUITY

See note n. 24 for the details of changes in shareholders's consolidated equity.

Changes in separate shareholders' equity

(Euro thousands) Share
Capital
Share
premium
reserve
Other reserves Profits for the year and
profits carried forward
Sharesholder's
Euqity
At April 30, 2022 37,127 33,144 10,183 17,196 97,650
Actuarial gain/(loss) for employee benefits -gross 109 109
Actuarial gain/(loss) for employee
benefits – tax effect
(26) (26)
Transactions with shareholders
Purchase of treasury shares (11,189) (11,189)
Sale of treasury shares
Distribution of dividends (13,945) (13,945)
Assignment of shares in execution of Stock Grants
Stock Grant Plan - shares vesting in the period 6,743 6,743
Other changes 22 22
Allocation of profit for the year 3,251 (3,251)
Profit for the year 21,437 21,437
At April 30, 2023 37,127 33,144 9,093 21,437 100,801
Actuarial gain/(loss) for employee
benefits - gross
167 167
Actuarial gain/(loss) for employee
benefits - tax effect
(40) (40)
Transactions with shareholders
Purchase of treasury shares (9,004) (9,004)
Sale of treasury shares
Distribution of dividends (15,495) (15,495)
Assignment of shares in execution of Stock Grants
Stock Grant Plan - shares vesting in the period 7,726 7,726
Other changes (410) (410)
Allocation of profit for the year 5,942 (5,942)
Profit for the year 21,436 21,436
At April 30, 2024 37,127 33,144 13,474 21,436 105,180
  1. Non-financial 5. Consolidated

financial statements as of April 30, 2024

  1. Separate financial statements as of April 30, 2024

Notes to the Separate Financial Statements

1. General Information

Sesa SpA (hereinafter "Sesa", the "Company" or the "Parent Company") is a company incorporated and domiciled in Italy, with registered office in Empoli, at no. 138 Via Piovola, organised in compliance with the legal system of the Italian Republic.

The Company and its subsidiaries (jointly the "Group") operate in Italy in the Information Technology sector and, in particular, in the value-added distribution of IT software and technologies (Value Added Solutions or VAS), in the offer of System Integrator services aimed at training and supporting companies as IT end-users (Software and System Integration), and in the provision of security services, digital platforms and banking applications, for the finance & banking sector (BS Sector).

The list of listed companies and joint ventures included in the scope of consolidation is annexed to the explanatory notes.

The Company is controlled by ITH SpA, which holds 52.89 per cent of the share capital. In turn, ITH SpA is controlled by HSE SpA, which holds 73.28 percent, of the share capital of ITH SpA.

This document was approved by the Company's Board of Directors on July 18, 2024.

These Financial Statements are subject to independent audit by KPMG SpA.

2. Summary of Accounting Standards

The main accounting criteria and standards applied in the preparation of these separate financial statements for the year ended April 30, 2024 are illustrated below

2.1. Basis of Preparation

statement

The separate financial statements for the year ended April 30, 2023 have been prepared in accordance with the international accounting standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, and with the provisions issued in implementation of art. 9 of Legislative Decree no. 38/2005. The "IFRS" also include all revised international accounting standards ("IAS"), as well as all interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and the previous Standing Interpretations Committee (SIC).

The set of all standards and interpretations referred to above is referred to below as "IFRS".

The Separate financial statements have been prepared under the assumption that the company is a going concern, in that the Directors have verified that there are no financial, management or other indicators such as to indicate critical issues regarding the Company's ability to fulfil its obligations in the foreseeable future and particularly in the next 12 months. A description of how the Company manages financial risks is contained in note 3 on "Financial risk management".

The Separate financial statements have been prepared and presented in Euro, which is the currency of the prevailing economic environment in which the Company operates. All amounts included in this document, unless otherwise indicated, are stated in Euro thousands.

The financial statement schedules and relative classification criteria adopted by the Company within the scope of the options envisaged by IAS 1 Presentation of Financial Statements are indicated below:

  • the statement of financial position has been prepared with the classification of assets and liabilities according to the "current/non-current" criterion;
  • the income statement has been prepared with the classification of operating costs by type;
  • the statement of comprehensive income includes, in addition to the profit for the year resulting from the income statement, other changes in shareholders' equity items attributable to transactions not entered into with Company shareholders;

• the statement of cash flows shows the cash flows from operating activities according to the "indirect method".

Assets and liabilities are shown separately and without offsetting.

An asset is considered current when:

  • the asset is expected to be realised, or is expected to be sold or used in the normal course of the organisation's operating cycle;
  • it is held primarily for trading;
  • it is expected to be realised within twelve months of the end of the financial year;
  • it is in the form of cash or cash equivalents, unless it is precluded from trading or used to settle a liability for at least twelve months after the end of the financial year.

A liability is considered current when:

  • the liability is expected to be settled in the normal course of the organisation's operating cycle;
  • it is held primarily for trading;
  • it is expected to be settled within twelve months of the end of the financial year;
  • the organisation does not have an unconditional right to defer settlement of the liability for at least twelve months following the end of the financial year.

The Separate Financial Statements are prepared on a going concern basis, applying the historical cost method, except for those items that are recognised at fair value under IFRS, as indicated in the valuation criteria for individual items. The currency used by the Company for the presentation of the Separate financial statements is the Euro; all amounts are expressed in Euro thousands, except where otherwise indicated.

For the purpose of Consob disclosure on related parties, please see the specific Note 32 with details of related parties and impact on the relative items in the financial statements.

The Separate Financial Statements provide comparative information for the previous year.

The Separate Financial Statements were prepared in consideration of all specific disclosure requirements and only the information deemed relevant in accordance with the definition of IAS 1.7 has been reported.

2.2. Principi accounting standards

The most significant accounting principles and valuation criteria used to prepare the separate financial statements are briefly described below.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at purchase or production cost, net of accumulated depreciation and any impairment losses. The purchase or production cost includes all costs directly incurred to prepare the assets for use, as well as any deinstallation and removal costs that will be incurred as a result of contractual obligations that require restoration of the asset to its original condition. Financial expenses directly attributable to the acquisition, construction or production of assets on the basis of the useful life of the asset to which they refer.

Charges incurred for ordinary and/or cyclical maintenance and repairs are charged to the income statement when they are incurred. Costs relating to the expansion, modernisation or improvement of structural elements owned or under lease are capitalised to the extent that they meet the requirements for separate classification as an asset or part of an asset. Assets recorded in relation to leasehold improvements are depreciated on the basis of the duration of the rental contract, or on the basis of the specific useful life of the asset, if lower.

Depreciation is calculated on a straight-line basis using rates that allow depreciation of assets until the end of their useful life. When the asset subject to depreciation consists of distinctly identifiable elements the useful life of which differs significantly from that of the other parts comprising the asset, depreciation is carried out separately for each of these parts in accordance with the component approach method.

  1. The Sesa Group 2. Strategy and risk

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

April 30, 2024

The estimated useful life for the various tangible asset categories is as follows:

Useful life of tangible asset categories
Class of tangible assets Useful life in years
Buildings 33
Furniture and furnishings 8
Office equipment 5
Vehicles 4

The useful life of property, plant and equipment is reviewed and updated, where applicable, at least at the end of each financial year.

RIGHTS OF USE

Contracts for the leasing of property, plant and equipment entered into as a lessee entail the recognition of an asset representing the right to use the leased asset and the financial liability for the obligation to make the payments envisaged by the contract. In particular, the lease liability is recognised initially as equal to the current value of the future payments to be made, adopting a discount rate equal to the interest rate implicit in the lease or, if this cannot be easily determined, using the lessee's incremental financing rate.

After initial recognition, the lease liability is measured at amortised cost using the effective interest rate and is restated following contractual renegotiations, changes in rates and changes in the valuation of any contractual options envisaged. The right of use is initially recognised at cost and is subsequently adjusted to take into account amortisation and depreciation, any impairment losses and the effects of any recalculations of lease liabilities.

The company has decided to adopt certain simplifications envisaged by the Standard, excluding contracts with a duration of less than or equal to 12 months (so-called "short-term", calculated on the residual duration at first-time adoption) and those with a value of less than Euro five thousand (so-called "low-value").

INTANGIBLE ASSETS

Intangible assets are assets without physical substance that are identifiable and capable of producing future economic benefits. They are recognised at purchase or internal production cost when it is likely that future economic benefits will be generated from their use and the related cost can be reliably determined. The cost includes directly attributable accessory expenses necessary to make the assets available

for use. Development costs are recognised as intangible assets only when the Company can demonstrate the technical feasibility of completing the asset and that it has the ability, intention and availability of resources to complete the asset for use or sale.

Research costs are recognised in the Income Statement. Intangible assets with a definite useful life are recognised net of the provision for amortisation and any impairment losses. Amortisation is calculated on a straight-line basis over the estimated useful life of the asset, which is reviewed at least annually; any changes in the amortisation criteria are applied prospectively.

See Note 4 "Estimates and Assumptions" for more details on the estimated useful life. Amortisation begins when the intangible asset becomes available for use. Consequently, intangible assets not yet available for use are not amortised but are subject to annual impairment tests.

The Group's intangible assets have a definite useful life. In particular, the following main intangible assets can be identified within the Company:

(a) Goodwill

• Goodwill, if recognised, is classified under intangible assets with an undefined useful life and is initially recognised at cost, as described above, and subsequently subject to impairment testing at least once a year. No write-back is allowed in the event of a previous write-down for impairment.

(b) Other intangible assets with a definite useful life

• Intangible assets with a definite useful life are recognised at cost, as described above, net of accumulated amortisation and any impairment losses. Amortisation begins when the asset becomes available for use and is systematically distributed in relation to its residual possibility of use, i.e. on the basis of its estimated useful life. The useful life estimated by the Company for the various tangible asset categories is as follows:

Useful life of intangible assets Class of intangible assets Useful life in years Software licences and similar 5 Client list 10-15 Trademarks and patents 5

The useful life of intangible fixed assets isreviewed and updated, where applicable, at least at the end of each financial year.

INVESTMENT PROPERTY

Properties held for the purpose of obtaining lease payments or for the purpose of increasing the value of the investment are recorded under "Investment property". They are evaluated at purchase or production cost, plus any accessory costs, net of accumulated depreciation and any losses in value.

EQUITY INVESTMENTS

Investments in subsidiaries are valued at purchase cost, in accordance with the provisions of IAS 27. If there are indications that the recoverability of the cost has, in whole or in part, failed, the book value is reduced to the related recoverable amount, in accordance with IAS 36. When, subsequently, this loss ceases to exist or is reduced, the book value is increased to the new estimated recoverable amount, which may not exceed the original cost.

IMPAIRMENT OF NON-FINANCIAL ASSETS - REDUCTION IN THE VALUE OF INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTY

(a) Goodwill

• As previously stated, goodwill, if recognised, is subject to impairment testing once a year or more frequently if there are indications that its value may have been impaired. As of April 30, 2023, the Sesa Group has not recognised any goodwill.

(b) Assets (intangible assets, property, plant and equipment and investment property) with a definite useful life

• At each balance sheet date, an impairment test is carried out to determine whether there are any indications that property, plant and equipment, intangible assets or investment property may have suffered a loss in value. To this end, both internal and external sources of information are considered. With regard to the former (internal sources), the following are considered: the obsolescence or physical deterioration of the asset, any significant changes in the use of the asset and the economic performance of the asset compared to expectations. As regards external sources, the following are considered: the trend in the market prices of the assets, any technological, market or regulatory discontinuities, the trend in market interest rates or in the cost of the capital used to evaluate the investments.

If the presence of such indicators is identified, the recoverable value of the abovementioned assets is estimated, recording any write-down with respect to the relative book value in the income statement. The recoverable value of an asset is the higher between the fair value, net of sale costs, and its value in use, the latter being the current value of estimated future cash flows for the asset. In determining the value in use, expected future cash flows are discounted using a pre-tax discount rate that reflects current market evaluations of the cost of money, compared to the period of the investment and the specific risks of the asset. For an asset that does not generate largely independent cash flows, the recoverable value is determined in relation to the cash generating unit to which the asset belongs.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

A loss in value is recognised in the income statement if the book value of the asset, or of the related CGU to which it is allocated, is higher than its recoverable value.

Impairment of CGUs are first recognised as a reduction in the book value of any goodwill attributed to them and then as a reduction in other assets, in proportion to their book value and within the limits of their recoverable value. If the conditions for a previously made write-down no longer exist, the book value of the asset is restored and recorded in the income statement, within the limits of the net book value that the asset in question would have had if the write-down had not taken place and the relative amortisation had been applied.

TRADE RECEIVABLES AND OTHER FINANCIAL ASSET

Based on the characteristics of the instrument and the business model adopted for its management, the following three categories are distinguished in compliance with IFRS 9: (i) financial assets measured at amortised cost; (ii) financial assets measured at fair value, recording the effects among the other comprehensive income components; (iii) financial assets measured at fair value, recording the effects in the income statement.

Financial assets are measured using the amortised cost method if both of the following conditions are met:

  • the financial asset management model consists of holding the financial asset for the sole purpose of collecting the related cash flows; and
  • the financial asset generates, at contractually predetermined dates, cash flows that are exclusively representative of the return on the financial asset.

Financial assets representing debt instruments with a business model that envisages both the possibility of collecting the contractual cash flows and the possibility of realising capital gains on disposal (so-called business model hold to collect and sell), are measured at fair value, recording the effects under comprehensive income (FVTOCI).

A financial asset represented by debt securities that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement (FVTPL).

Trade receivables are initially recognised at fair value and

subsequently measured at amortised cost using the effective

interest rate method. Trade receivables are included in current assets, with the exception of those with a contractual maturity in excess of twelve months from the balance sheet date, which are classified as non-current assets.

In the case of factoring transactions for trade receivables that do not involve transferral to the factor of the risks and rewards associated with the receivables assigned (the Company continues to be exposed to the risk of insolvency and delayed payment, the so-called assignments with recourse), the transaction is treated in the same way as a loan secured by the receivable subject to assignment. In this case, the receivable assigned continues to be represented in the Company's balance sheet and financial report until it is collected by the factor and any advance obtained from the factor is offset by a financial payable.

The financial cost of factoring transactions is represented by interest on the amounts advanced recognised in the income statement on an accruals basis, which are classified as financial expense. Commissions accruing on sales with recourse are included under financial expense, while commissions on sales without recourse are recorded under other operating costs.

IFRS 9 defines a new impairment/write-down model for these assets, with the aim of providing useful information to users of the financial statements on the relative expected losses.

For trade receivables, the Group adopts a simplified approach to valuation which does not require the recognition of periodic changes in credit risk, but rather the recognition of an Expected Credit Loss ("ECL") calculated over the entire life of the receivable (so-called ECL lifetime).

Receivables are entirely written down in the financial statements when there is objective evidence that the Company will not be able to recover the receivable due from the counterparty on the basis of the contractual terms.

Objective evidence includes events such as:

  • significant financial difficulties of the debtor;
  • legal disputes with the debtor relating to receivables;
  • the likelihood that the debtor will go bankrupt or that other financial restructuring procedures will be initiated.

The amount of the write-down is measured as the difference between the book value of the asset and the current value of

the estimated future cash flows and recorded in the income statement. If the reasons for the previous write-downs cease to apply in subsequent periods, the value of the asset is reinstated up to the value that would have derived from the application of the amortised cost.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and bank deposits available and other forms of short-term investment with an original maturity of three months or less.

NON-CURRENT ASSETS HELD FOR SALE

Non-current assets with a book value that will be recovered mainly through sale rather than through continuous use are classified as held for sale and reported separately from other assets in the balance sheet and financial report.

This condition is considered met when the sale is highly probable and the asset or group of assets being disposed of is available for immediate sale in its present condition. Noncurrent assets held for sale are not subject to amortisation and are measured at the lower between their book value and fair value, minus sale costs.

A discontinued operating asset represents a part of the enterprise that has been disposed of or classified as held for sale and (i) represents an important business unit or geographical area of activity; (ii) is part of a coordinated plan to dispose of an important business unit or geographical area of activity; or (iii) is a subsidiary acquired solely for the purpose of being resold.

The results of discontinued operating assets are disclosed separately in the income statement, net of tax effects. The corresponding figures for the previous year, if any, are reclassified and disclosed separately in the income statement, net of tax effects, for comparative purposes.

FINANCIAL PAYABLES

Financial payables are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method.

In compliance with IFRS 9, they also include trade payables and payables of a varying nature. Financial payables are classified as current liabilities, except for those maturing more than twelve months after the balance sheet date and those for which the Company has an unconditional right to defer payment for at least twelve months after the reference date. Financial payables are recorded at the date of negotiation of the transaction and are removed from the financial statements when they are extinguished and when the Company has transferred all the risks and charges relating to the instrument.

FINANCIAL LIABILITIES FOR RIGHTS OF USE

Lease agreement liabilities are initially measured at the current value of future lease payments unpaid at the lease commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. In general, the Company uses its own incremental borrowing rate as the discount rate.

The Company determines the incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and the type of asset leased.

Lease payments included in the measurement of the lease liability are as follows:

  • fixed payments;
  • the purchase option exercise price that the Company is reasonably certain to exercise and the penalties for early termination of a lease, unless the Company is reasonably certain not to terminate the lease early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured in the event of a change in future lease payments resulting from a change in an index or a rate, in the event of a change in the Group's estimate of the amount expected to be paid under a residual value guarantee, in the case of a change in the Group's assessment of the exercise of a purchase, extension or termination option or in the case of early termination of a purchase, extension or termination option, or if the payment of a fixed lease is revised in substance.

When the lease liability is remeasured in this way, an adjustment corresponding to the carrying amount of the right of use is made, or it is recognised in the income statement if the carrying amount of the right of use has been reduced to zero. The Company has chosen not to recognise assets andliabilities arising from the right of use for leases of low-value

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

  5. Separate financial statements as of April 30, 2024

assets and short-term leases. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis for the duration of the lease.

DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives are evaluated as securities held for trading and measured at fair value with a balancing entry in the income statement. They are classified under other current and noncurrent assets or liabilities. Financial assets and liabilities with a balancing entry in the income statement are initially recognised and subsequently measured at fair value and the relative accessory costs are immediately expensed in the income statement.

Profits and losses deriving from changes in the fair value of exchange rate derivatives are presented in the income statement under financial income and expense in the period in which they are recorded.

EMPLOYEE BENEFITS

Short-term benefits consist of wages, salaries, relative social security charges, payments in lieu of holidays and incentives in the form of bonuses payable in the twelve months following the balance sheet date. These benefits are recorded as components of payroll costs in the period in which the work is performed.

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

As of 1 January 2007, the 2007 budget law and the relative implementation decrees introduced significant changes to the rules governing employee severance indemnities, including the possibility for employees to choose the destination of their accruing employee severance indemnities. In particular, new flows of severance indemnity may be allocated by the employee to selected pension schemes or kept within the company. In the case of allocation to external pension funds, the company is only required to pay a defined contribution to the fund chosen, and from that date the newly accrued amounts are considered defined contribution plans which are not subject to actuarial evaluation.

STOCK GRANT PLAN

In compliance with IFRS 2 - Share-based payments, the total amount of the current value of the stock grants at the assignment date is recognised entirely in the income statement under payroll costs, with a balancing entry recognised directly under shareholders' equity. If there is a "vesting period" in which certain conditions must be met (achievement of goals) for the assignees to become holders of the right, the cost of remuneration, determined on the basis of the current value of the shares at the assignment date, is recognised under payroll costs on a straight-line basis over the period between the assignment date and the vesting date, with a balancing entry recognised directly under shareholders' equity.

PROVISIONS FOR RISKS AND CHARGES

Provisions for risks and charges are set aside to hedge losses and specific expenses which definitely or probably exist but for which the amount or date of occurrence cannot be determined. The entry is recorded only when there is a current obligation, legal or implicit, for a future outflow of economic resources as a result of past events and it is probable that such outflow is necessary for the fulfilment of the obligation. This amount represents the best estimate of the cost of extinguishing the obligation. The rate used to determine the current value of the liability reflects current market values and takes into account the specific risk associated with each liability.

When the financial effect of time is significant and the dates of payment of the obligations can be reliably estimated, the provisions are measured at the current value of the expected outlay using a rate that reflects market conditions, the change in the cost of money over time and the specific risk associated

with the obligation. The increase in the value of the provision, determined by changes in the cost of money over time, is recorded as interest expense.

The risks for which the occurrence of a liability is only a possibility are indicated in the specific section providing information on potential liabilities and no provision is made for them.

TRADE PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities are initially recognised at fair value, net of directly attributable accessory costs, and are subsequently measured at amortised cost, applying the effective interest rate method.

EARNINGS PER SHARE

a. Earnings per share - basic

Basic earnings per share is calculated by dividing the Company's share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares.

b. Earnings per share - diluted

Diluted earnings per share is calculated by dividing the Company's share of profit by the weighted average number of ordinary shares in circulation during the year, excluding treasury shares. To calculate diluted earnings per share, the weighted average number of shares in circulation is modified by assuming the exercise by all the assignees of rights that potentially have a diluting effect, while the Company's share of profit is adjusted to take into account any effects, net of taxes, of the exercise of such rights.

TREASURY SHARES

Treasury shares are recorded as a reduction in shareholders' equity. The original cost of the treasury shares and the revenues deriving from any subsequent sales are recorded as changes in shareholders' equity

RECOGNITION OF REVENUES

On the basis of the five-stage model introduced by IFRS 15, the Company proceeds with the recognition of revenues after identifying the contracts with its customers and the relative services to be provided (transfer of goods and/or services), determining the payment to which it believes it is entitled in exchange for the provision of each of these services, and assessing the manner in which these services are to be provided (fulfilment at a given time versus fulfilment over time).) When the above requirements are met, the Group applies the recognition rules described below.

Revenues from the sale of products are recognised when control connected with ownership of the goods is transferred to the buyer, or when the customer acquires full capacity to decide on the use of the goods and to substantially reap all the benefits.

Revenues from services are recognised when they are rendered with reference to the state of progress. Revenues also include lease payments recognised on a straight-line basis throughout the duration of the contract. Revenues are recognised at the fair value of the price received for the sale of products and services in the ordinary course of the Company's business. Revenues are recognised net of value added tax, expected returns, allowances, discounts and certain marketing activities carried out with the help of customers, the value of which depends on the revenues themselves.

RECOGNITION OF COSTS

Costs are recognised when they relate to goods and services purchased or consumed during the year or by systematic allocation.

OTHER FINANCIAL INCOME AND EXPENSE

For all financial assets and liabilities measured at amortised cost and interest-bearing financial assets classified as at fair value and recognised in the Comprehensive Income Statement, interest income and interest expense are recognised using the effective interest rate method.

Interest income is recognised to the extent that it is likely that the Group will reap economic benefits and their amount can be reliably measured.

Other financial income and expenses also include changes in the fair value of financial instruments other than derivatives.

DIVIDENDS

Dividends are recognised when the unconditional right to receive payment is established.

Dividends and interim dividends payable to shareholders of the Parent Company and to minority interests are recognised as a change in shareholders' equity on the date they are approved by the Shareholders' Meeting and the Board of Directors, respectively.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

TAXES

Current income taxes

Current income taxes for the year, recorded under "current tax payables" net of payments on account, or under "current tax receivables" if the net balance is a receivable, are determined on the basis of estimated taxable income and in accordance with current regulations. These payables and receivables are determined by applying the tax rates envisaged by measures enacted or substantially enacted as of the balance sheet date. Current taxes are recognised in the Income Statement, with the exception of those relating to items recognised outside the Income Statement, which are recognised directly in shareholders' equity.

Deferred income tax assets and liabilities

Deferred tax liabilities and deferred tax assets are calculated on the temporary differences between the book values of liabilities and assets recognised in the financial statements and the corresponding values recognised for tax purposes, applying the tax rate in force on the date the temporary difference occurs, determined on the basis of the tax rates envisaged by measures enacted or substantially enacted as of the balance sheet date.

Deferred tax liabilities are recognised in relation to taxable temporary differences, unless such liabilities arise from the initial recognition of goodwill or with reference to taxable temporary differences relating to investments in subsidiaries, associated companies, when the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets refer to all deductible temporary differences, as well as to the carrying forward of unused tax losses and tax credits.

Deferred and prepaid income taxes are recognised in the Income Statement, with the exception of those related to items recognised outside the Income Statement, which are recognised directly in shareholders' equity.

Deferred tax assets and deferred tax liabilities are offset only if there is a legally enforceable right to offset current tax assets against current tax liabilities and if they relate to income taxes levied by the same taxation authority on the same taxable entity or on different taxable entities that intend to settle current tax liabilities and assets on a net basis, or realise the assets and settle the liabilities simultaneously, in each subsequent period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered

2.3 Newly issued accounting standards

Listed below are the standards that had already been issued on the date of preparation of the Sesa financial statements but were not yet in force. The list refers to standards and interpretations that the Group expects will be reasonably applicable in the future. Sesa intends to adopt these standards when they become effective.

DEFERRED TAXES RELATING TO ASSETS AND LIABILITIES ARISING FROM A SINGLE TRANSACTION (AMENDMENTS TO IAS 12)

The amendments narrow the scope of application of the exemption to the initial recognition of deferred taxes in order to exclude transactions that result in equal and offsettable temporary differences, such as leases and decommissioning obligations. The amendments became effective for financial years beginning on or after January 1, 2023. Deferred tax assets and liabilities relating to leases and decommissioning obligations must therefore be recognised from the beginning of the first comparative period presented, recognising any cumulative effect as an adjustment to retained earnings or other components of equity at that date. For all other transactions, the amendments apply to transactions occurring after the beginning of the earliest period presented. Previously, the Group recognised deferred taxes on leases using the "integrally linked" approach, achieving the same result as the application of this amendment, except that deferred tax assets or liabilities were recognised on a net basis.

Following the amendment, the Company recognises deferred tax assets on lease liabilities and deferred tax liabilities on the right of use asset separately, but with no impact on the balance sheet, as these balances can be offset. The application of the amendment had no impact on retained earnings as of January 1, 2022. The main impact of the amendment is the different presentation of deferred tax assets and liabilities in the notes to the financial statements, for details of which please see Note 38 "Income Taxes" of this document.

DEFINITION OF ACCOUNTING ESTIMATE – AMENDMENTS TO IAS 8

In February 2021, the IASB issued amendments to IAS 8, introducing a definition of "accounting estimates". The amendments clarify the distinction between changes in accounting estimates and changes in accounting standards

and correction of errors. They also clarify how entities use measurement techniques and input to develop accounting estimates. The amendments are effective for financial years beginning on or after January 1, 2023 and apply to changes in accounting standards and changes in accounting estimates that occur on or after the beginning of the period. Earlier application is permitted on condition that it is disclosed.

These amendments had no significant impact on Company.

AMENDMENT TO IASI 12 - INCOME TAXES: INTERNATIONAL TAX REFORM - SECOND PILLAR

Effective January 1, 2024, the Sesa Group, as a multinational group that has exceeded the revenue threshold of Euro 750 million for two out of the previous four financial years, falls within the scope of the second-pillar income taxes envisaged by Directive (EU) 2022/2523, adopted in Italy by Legislative Decree No. 209 of December 27, 2023, aimed at ensuring a global minimum level of taxation for multinational groups of companies and large-scale domestic groups in the Union (socalled global Under paragraph 4.A. of IAS 12 (paragraph added by Regulation (EU) 2023/2468 of the European Commission), which envisages, as an exception to the provisions of the standard, no recognition or disclosure of deferred tax assets and liabilities relating to second-pillar income taxes, no information is disclosed and no deferred tax assets or liabilities relating to second-pillar income taxes are recognised. The exposure to second-pillar income taxes arises, for all Group companies that are located within each individual jurisdiction, from the level of effective taxation which, for each such jurisdiction, depends on various factors, including interrelated factors, primarily the income produced therein, the level of the nominal tax rate, the tax rules for determining the tax base, and the provision, form and enjoyment of incentives or other tax benefits. Moreover, given the novelty and complexity underlying the determination of the level of effective taxation, the second pillar legislation envisages, for the first periods of effectiveness (the so-called transitional regime valid for periods beginning before December 31, 2026 and ending no later than June 30, 2028), the possibility of applying a simplified regime (so-called transitional safe harbour from country-by-country reporting) based mainly on accounting information available for each relevant jurisdiction which, if at least one of three tests is passed, results in a reduction in compliance costs and the elimination of second-pillar taxes. Based on known or reasonably estimable information, the Company's exposure to second-pillar income taxes as of the balance sheet date is considered insignificant.

AMENDMENT TO IASI 1: CLASSIFICATION OF LIABILITIES AS CURRENT AND NON-CURRENT

In 2020 and 2022, the IASB published amendments

to IAS 1 with the aim of clarifying the requirements for classifying liabilities as current or non-current, also in relation to liabilities subject to covenants, and defining the disclosures to be provided in the financial statements. The amendments will be effective for financial years beginning on or after January 1, 2024, and shall be applied retrospectively.

The company is currently assessing the impact the amendments will have on the current.

AMENDMENTS TO IFRS 16 LEASES: SALE AND LEASEBACK LEASE LIABILITIES

In September 2022, the IASB issued

amendments to IFRS16 with the aim of specifying the parameters to be used by the lessor - seller in accounting for the variable lease payments that occur in a Sale and Leaseback transaction.

The amendments introduce a new model of accounting for variable payments and will require the lessor-seller to reassess and potentially reformulate sale and leaseback transactions entered into from 2019.

The amendments will be effective for financial years beginning on or after January 1, 2024, and must be applied retrospectively to Sale and Leaseback transactions entered into after the initial application of IFRS16. Earlier application is permitted on condition that it is disclosed.

The company is currently assessing the impact the amendments will have on the current situation.

AMENDMENTS TO IAS 7 STATEMENT OF CASH FLOWS AND IFRS 7 FINANCIAL INSTRUMENTS

In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments to clarify the characteristics of financial arrangements with suppliers and require more disclosures to be made in the financial statements. The increased disclosure requirements are intended to enable readers of financial statements to understand effects of financial arrangements with suppliers on liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for financial years beginning on or after January 1, 2024; however, earlier application is permitted as long as the fact is disclosed

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

The changes are not expected to have a significant impact on the Company.

AMENDMENT TO IAS 21 EFFECTS OF CHANGES IN FOREIGN CURRENCY EXCHANGE RATES

In August 2023, the IASB issued an amendment to IAS 21 Effects of changes in foreign currency exchange rates, clarifying:

  • when a currency is not exchangeable for other currencies;
  • how a company should estimate spot exchange rates when a currency cannot be exchanged. The amendmen-

ts will require more detailed disclosures to enable readers of financial statements to understand the spot exchange rate used, the estimation process, the nature and impact of using an estimated exchange rate on financial statement data, and the risks to the company associated with the non-interchangeability of the currency. The amendments will be effective for financial years beginning on or after January 1, 2025. Earlier application is permitted.

The changes are not expected to have a significant impact on the Company.

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3. Financial Risk Management

The Company's assets are exposed to credit risk.

The Company's risk management strategy aims to minimise potential negative effects on the Company's financial performance. Risk management is centralised in the treasury function, which identifies, evaluates and hedges financial risks. The treasury function provides indications for monitoring risk management, as well as indications for specific areas, concerning interest rate risk, exchange rate risk.

MARKET RISK

The Company is exposed to market risks only with regard to credit risk.

INTEREST RATE RISK

The Company's capital structure is characterised by a structurally positive net financial position and is therefore not exposed to interest rate risk.

EXCHANGE RATE RISK

In the year ended April 30, 2024, the Company did not operate in currencies other than the Euro.

CREDIT RISK

The credit risk is represented by exposure to potential losses that may derive from failure to fulfil obligations undertaken by customers. To mitigate the credit risk related to commercial counterparties, and therefore customers, the Company has implemented procedures to ensure that services are supplied to customers considered reliable on the basis of past experience and available information. Furthermore, the Company constantly monitors its commercial exposure and ensures that receivables are collected in compliance with the contractual deadlines. We would also point out that the company's exposure is concentrated mainly on companies belonging to the Sesa Group. The credit risk deriving from normal operations is constantly monitored using customer information and assessment procedures, with the creation of a provision for bad debts.

The following table provides a breakdown of current customer receivables as at April 30, 2024 and 2022, grouped by due date, net of the provision for bad debts.

Year ended April 30
2024 2023
Yet to mature 3,395 2,826
Expired by 0-30 days 394 440
Expired by 31-90 days 250 242
Expired by 90-180 days 37 1
Expired by 180-360 days 14 2
Expired by over 360 days 17 14
Total 4,106 3,525
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

LIQUIDITY RISK

Liquidity risk is associated with the Company's ability to fulfil its commitments deriving mainly from financial liabilities. Prudent management of the liquidity risk arising from the Company's normal operations implies maintaining an adequate level of cash and cash equivalents and the availability of funds obtainable through an adequate amount of credit lines.

The Company's capital structure is characterised by a structurally positive net financial position and is therefore not exposed to liquidity risk.

The following tables show the expected cash flows in future years for financial liabilities at April 30, 2024 and April 30, 2023:

At April 30, 2024

(Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 years
Current and non-current loans
Financial liabilities for rights of use 533 473 60
Trade payables 1,859 1,859
Other current and non-current payables 16,175 16,175

At April 30, 2023

(Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 years
Current and non-current loans
Financial liabilities for rights of use 366 272 94
Trade payables 2,191 2,191
Other current and non-current payables 10,545 10,545

Other current and non-current payables refer mainly to group VAT payables and other relations with companies included in the scope of the tax consolidation.

CAPITAL RISK

The Company's goal in terms of capital risk management is mainly to safeguard business continuity so as to guarantee returns for shareholders and benefits for other stakeholders. The Group also aims to maintain an optimal capital structure in order to reduce the cost of borrowing.

FINANCIAL ASSETS AND LIABILITIES BY CATEGORY

With reference to the classification and valuation of financial assets, it should be noted that the financial assets held by the group are valued: aat amortised cost in the case of financial assets relating to the "hold to collect" business model; at fair value, recorded under other comprehensive income components in the case of financial assets relating to the "hold to collect and sell" business model.

A financial asset representing a debt instrument that is not measured at amortised cost or FVTOCI is measured at fair value, recording the effects in the income statement.

The fair value of trade receivables and other financial assets, trade payables and other payables and other financial liabilities, recorded under "current" items of the statement of financial position measured using the amortised cost method, as these are mainly assets underlying commercial transactions the settlement of which is envisaged in the short term, does not differ from the

book values of the financial statements at April 30, 2023 and April 30, 2024.

Non-current financial assets and liabilities are settled or measured at market rates and their fair value is therefore deemed to be substantially in line with current book values.

The following table provides a breakdown of financial assets and liabilities by category as of April 30, 2024 and April 30, 2023:

At April 30, 2024

(Euro thousands) Assets and liabilities at
amortised cost
Assets at
FVOCI
Assets at FVOCI Derivative financial
instruments
Total
Assets
Current trade receivables 4,106 4,106
Other current and non-current assets 26,017 26,017
Cash and cash equivalents 675 675
Total assets 30,799 30,799
Liabilities
Current and non-current loans
Financial liabilities for rights of use 533 533
Trade payables 1,859 1,859
Other current liabilities 16,165 16,165
Total liabilities 18,557 18,557

The other current/non current assets mainly refer to receivables for DTA/current taxes, current taxes, equity investments in other companies and receivables for Ires and VAT regarding companies in Group Tax Consolidation and group's VAT.

At April 30, 2023

(Euro thousands) Assets and liabilities at
amortised cost
Assets at
FVOCI
Assets and liabilities
at FVPL
Derivative financial
instruments
Total
Assets
Current trade receivables 3,525 3,525
Other current and non-current assets 17,828 17,828
Cash and cash equivalents 1,335 1,335
Total assets 22,688 22,688
Liabilities
Current and non-current loans
Financial liabilities for rights of use 366 366
Trade payables 2,191 2,191
Other current liabilities 10,545 10,545
Total liabilities 13,102 13,102

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

  4. Separate financial statements as of April 30, 2024

FAIR VALUE ESTIMATE

IFRS 13 defines fair value as the price that would be received for the sale of an asset or paid for the transfer of a liability at the measurement date in a free transaction between market operators.

The fair value of financial instruments listed on an active market is based on the market prices on the closing date. The fair value of instruments that are not listed on an active

market is determined using valuation techniques based on a series of methods and assumptions linked to market conditions at the balance sheet date.

The following table shows the classification of the fair values of financial instruments on the basis of the following hierarchical levels:

  • Level 1: Fair value determined with reference to listed (unadjusted) prices on active markets for identical financial instruments;
  • Level 2: Fair value determined using valuation techniques with reference to variables observable on active markets;
  • Level 3: Fair value determined using valuation techniques with reference to variables that cannot be observed on active markets.

4. Estimates and Assumptions

The preparation of the financial statements requires the application by the directors of accounting standards and methods that, in some circumstances, are based on difficult and subjective assessments and estimates based on historical experience and assumptions that are considered reasonable and realistic in relation to the relative circumstances

The application of these estimates and assumptions influences the amounts reported in the financial statements, the statement of financial position, the income statement, the statement of comprehensive income, the statement of cash flows and the notes provided.

The final results of the financial statement items for which the above estimates and assumptions have been used may differ from those reported in financial statements that record the effects of the occurrence of the estimated event, due to the uncertainty that characterises the assumptions and the conditions on which the estimates are based.

Here is a brief description of the areas that require greater subjectivity on the part of directors in making estimates and for which a change in the conditions underlying the assumptions used could have a significant impact on the financial data

a. Reduction of value of assets

In compliance with the accounting standards applied by the Company, property, plant and equipment, intangible assets and investment property are tested for impairment, which 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 from the Company and on the market, as well as on historical experience.

Moreover, if it is determined that a potential reduction in value may have been generated, the Company proceeds to determine said value using appropriate evaluation techniques. The correct identification of the elements that indicate the existence of a potential reduction in the value of property, plant and equipment, intangible assets and investment property, as well as the estimates for their determination, depend on factors that may vary over time, influencing the evaluations and estimates made by the directors.

b. Amortisation and Depreciation

The cost of property, plant and equipment and intangible assets is depreciated/amortised on a straight-line basis over the estimated useful life of the relative assets. The useful economic life of these assets is determined by the directors at the moment of purchase; it is based on historical experience for similar assets, market conditions and advances regarding future events that could have an impact on the useful life of the assets, including changes in technology. Consequently, the actual economic life may differ from the estimated useful life

c. Provision for bad debts

The provision for bad debts reflects the estimated losses on the Company's portfolio of receivables.

Provisions have been made for losses expected on

receivables, estimated on the basis of past experience with reference to receivables with similar credit risk, current

and historical outstanding amounts, as well as the careful monitoring of the quality of the receivables portfolio and the current and expected conditions of the economy and the reference markets. Estimates and assumptions are reviewed on a regular basis and the effects of each change are reflected in the income statement in the year to which they refer.

d. Employee benefits

The current value of the pension funds recorded in the separate financial statements depends on an independent actuarial calculation and on the various assumptions taken into consideration. Any changes in assumptions and in the discount rate used are promptly reflected in the calculation of the current value and could have a significant impact on the data in the financial statements. The assumptions used for the actuarial calculation are reviewed annually.

The current value is determined by discounting future cash flows at an interest rate equal to that of high-quality corporate bonds issued in the currency in which the liability will be liquidated and which takes into account the duration of the relative pension plan. For further information, see notes 27 Employee benefits and 9 Personnel costs.

5. Revenues

All Company revenues are generated in Italy. The revenues item is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Provision of services and other revenues 15,131 13,664
Other revenues 15,131 13,664

Revenues refer mainly to administration, finance and auditing services, personnel management, and management of information systems supplied to Sesa Group companies. The growth is attributable to the expansion of the perimeter.

6. Other income

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Leases and rents 36 34
Other income 5,380 5,177
Total 5,416 5,211

The lease item refers to rents receivable for the premises located in Rome.

Other income refers mainly to the recovery of costs incurred on behalf of other Group companies and, residually, to the reversible remuneration of the Chairman of the Board of Directors and of the two Executive Deputy Chairmen for the activities carried out with regard to subsidiaries.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024 6. Separate financial April 30, 2024

7. Consumables and goods for resale

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Consumables and other purchases 67 66
Total 67 66

8. Costs for Services and rent, leasing and similar costs

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Technical assistance for hardware and software maintenance 588 452
Consulting activities 10,370 9,170
Rentals and hires 461 328
Marketing 144 127
Insurance policies 183 122
Utilities 156 42
Support and training expenses 54 30
Maintenance 39 36
Other service expenses 3,203 2,865
Total 15,197 13,172

The increase in costs for services and use of third-party assets amounting to Euro 2,025 thousand is mainly related to costs for licences and other external services and costs for the annual and three-year stock grant plans to be assigned with the approval of the financial statements as of April 2024 and a portion of the three-year plan to be assigned in the next financial years, which increased from Euro 6,743 thousand as of April 30, 2023 to Euro 7,726 thousand as of April 30, 2024.

9. Personnel Costs

The item in question is detailed as follows:

Year ended April 30
(Euro thousands) 2024 2023
Wages and salaries 6.304 5.475
Social security payments 1.830 1.535

Contributions to defined contribution pension funds 549 382
Reimbursements and other personnel costs 565 343
Total 9,248 7,735

The following table shows the average and precise number of Company employees:

Number of employees at April 30

(in units) 2024 2023
Executives 6 5
Middle Management 14 10
Office Staff 146 129
Interns 6 2
Total 172 146

The average number of employees as of April 30, 2024 was 161 resources (5 executives, 12 middle management, 138 employees and 5 trainee), compared to 138 resources of the previous year.

10. Other Operating Costs

The item in question is detailed as follows:

Year ended April 30 (Euro thousands) 2024 2023 Duties and taxes 69 38 Other Operating Costs 186 185 Total 255 223

The item "other operating cost" mainly includes the costs related to the membership fees, those incurred for the performance of the practices for the chambers of commerce for the companies within the scope of the administrative, financial and control services provided and other different operating charges.

11. Amortisation

The item in question is detailed as follows:

Year anded April 30 (Euro thousands) 2024 2023 Intangible assets 107 82 Right of use 206 147 Property plant and equipement 323 169 Total 636 398

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

12. Financial Income and Expenses

The item in question is detailed as follows:

Year ended April 30

(Euro thousand) 2024 2023
Commissions and other financial expense (63) (13)
Financial expense related to severance indemnities (74) (46)
Total financial expense (136) (59)
Other financial income 320
Bank interest income 61
Dividends from shareholdings 25,265 24,000
Total financial income 25,646 24,000
Net financial income 25,509 23,941

The item mainly regards dividends collected at April 30, 2024 is equal to Euro 25.3 million compared to Euro 24 million at April 30, 2023.

13. Income taxes

The item in question is detailed as follows:

Year ended April 30
(Euro thousands) 2024 2023
Current taxes (163) 648
Deferred taxes relating to previous years (619) (864)
Total (782) (216)

Sesa SpA, in its capacity as consolidated company, has exercised the option for the national tax consolidation regime (pursuant to art. 117 et seq. of the Consolidated Income Tax Act), which allows the determination of IRES on a single taxable base corresponding to the algebraic sum of the positive and negative taxable amounts of the individual participating companies, together with Sesa SpA, the latter as consolidating company. Also participating in the tax consolidation are four other companies controlled by Sesa SpA, specifically Ict Logistica Srl, Var Group SpA, Base Digitale Group Srl, and BDM SRL. The latter two companies became part of the tax consolidation starting from the year under review, through the joint option exercised by the consolidating company Sesa SpA when filing the Unico 2023 tax return. The option is automatically renewed from year to year in the absence of communication to the contrary by the company. In the preparation of the financial statements, the effects of the transfer of the tax positions deriving from the tax consolidation, as regulated by the consolidation agreement in force, have therefore been taken into account and, in particular, the consequent credit/debit relationships with the consolidating company have been recorded."

In the preparation of the financial statements, the effects of the transfer of the tax positions deriving from the tax consolidation, as regulated by the relative consolidation agreements in force, have therefore been taken into account and, in particular, the

consequent credit/debit relationships with the consolidated companies have been recorded. The option to join the Group's VAT regime was also renewed with a special form sent to the Italian Revenue Department. Consequently, since that date, Sesa SpA has acted as liquidator of VAT credit/debit positions also for its subsidiaries within the scope of consolidation.

The following table shows the reconciliation of the theoretical tax burden with the actual tax burden for the years ended April 30, 2024 and April 30, 2023:

Year ended April 30

(Euro thousands) 2024 2023
Result before taxes 20,654 21,221
Theoretical taxes 4,957 24.00% 5,093 24.00%
Taxes relating to previous years 5 (13)
Subsidised taxation on dividends 303 288
Other differences (5,543) (4,912)
IRAP, including changes in deferred tax assets and liabilities (504) (672)
Actual tax imposition (782) (216)

The differences between the theoretical taxes and with the actual taxes on dividends are included in the "Other differences".

14. Intangible Asset

The item in question is detailed as follows:

Intangible Assets

(Euro thousands) Client List Software and other
intangible assets
Trade marks
and patents
Total
Balance at April 30, 2022 0 197 197
Of which:
- historical cost 25 446 9 480
- accumulated amortisation (25) (249) (9) (283)
Investments 170
Disinvestments
Amortisation (82)
Balance at April 30, 2023 285 285
Of which:
- historical cost 25 616 9 650
- accumulated amortisation (25) (331) (9) (365)
Investments 133
Disinvestments
  1. The Sesa Group 2. Strategy and risk

management

  1. Performance as of April 30, 2024

  2. Non-financial statement

  3. Consolidated financial statements as of April 30, 2024

April 30, 2024

Intangible Assets

(Euro thousands) Client List Software and other
intangible assets
Trade marks
and patents
Total
Amortisation (107)
Balance at April 30, 2024 311 311
Of which::
- historical cost 25 749 9 783
- accumulated amortisation (25) (438) (9) (472)

The balance of intangible assets at April 30, 2024 consists mainly of software and software licenses in use at the company. The company has made investments for Euro 133 thousand linked to digital operational platforms for the provision of services and consultancy in the area of human resources, administration, finance and control as well as for the IT infrastructure.

15. Right of use

The item in question is detailed as follows:

(Euro thousands)
Balance at April 30, 2022
Of which:
- historical cost
- accumulated amortisation
Investments
Disinvestments
Amortisation
Balance at April 30, 2023
Of which:
- historical cost
- accumulated amortisation
Investments
Disinvestments
Amortisation
Balance at April 30, 2024
Of which:
- historical cost
Right of use
Diritto d'uso
263
524
(261)
246
(147)
362
682
(320)
372
(206)
528
851
- accumulated amortisation (323)

Tha right of use includes mainly the costs for the the subscription of car rentals for the employees.

16. Property, plant and equipement

The item in question is detailed as follows:

Property, plant and equipement

(Euro thousands) Office equipements Other property, plant
and equipement
Total
Balance at April 30, 2022 403 5 408
Of which:
- historical cost 1,275 148 1,423
- accumulated amortisation (872) (143) (1,015)
Investments 804 1 805
Disinvestments (1) (1)
Amortisation (167) (1) (168)
Balance at April 30, 2023 1,039 5 1,044
Of which:
- historical cost 2,071 149 2,220
- accumulated amortisation (1,032) (144) (1,176)
Investments 186 2 188
Disinvestments (1) (1)
Amortisation (318) (4) (322)
Balance at April 30, 2024 906 3 909
Of which:
- historical cost 2,256 151 2,407
- accumulated amortisation (1,350) (148) (1,498)

Investments in the year ended April 30, 2023 include the acquisition of office equipment (servers and storage) for the corporate services activity carried out by the Company for the Group companies.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

17. Investment Property

The item in question is detailed as follows:

Investment property

(Euro thousands) Land Building Total
Balance at April 30, 2022 7 7
Of which:
- historical cost 281 10 291
- accumulated amortisation (281) (4) (285)
Balance at April 30, 2023 6 6
Of which:
- historical cost 281 10 291
- accumulated amortisation (281) (4) (285)
Balance at April 30, 2024 6 6
Of which:
- historical cost 281 10 291
- accumulated amortisation (281) (4) (285)

18. Equity Investments

The item in question is detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Computer Gross SpA 53,163 53,163
Var Group SpA 13,999 13,999
Base Digitale Group Srl 21,941 21,043
Adiacent Srl 3,083 2,244
C.G.N. Srl 994 994
Idea Point Srl 35
Sesa GMBH 100 100
Total 93,280 91,578

The following shows the share of results of the main subsidiaries and the aggregate value of their assets, liabilities and revenues as of the date of the last approved financial statements:

Share of earnings of major subsidiaries

(Euro thousands) Book Value Shareholder's equtiy Shareholder's equity part % ownership
Computer Gross SpA 53,163 281,287 281,287 100.00%
Var Group SpA 13,999 59,332 59,332 100.00%
Base Digitale Group Srl 21,941 21,550 19,419 90.11%
Adiacent SpA 3,083 1,212 933 76.96%

Below is the complete list of subsidiaries with their ownership share.

Subsidiary companies %
Computer Gross SpA 100.00%
Var Group SpA 100.00%
Base Digitale Group Srl 90.11%
Adiacent SpA 76.96%
C.G.N. Srl 47.50%
Sesa GMBH 100.00%
Value4cloud 100.00%

At the end of the fiscal year, any indicators of impairment that could be traced through internal sources or external sources of information were assessed, and if such indicators were present, the Company conducted an impairment test of the carrying value of the equity investments.

Changes in the item Equity Investments are shown below:

Changes in equity investments

(Euro thousands) Equity investements
Balance at April 30, 2022 88,626
Changes:
- Purchases or subscriptions 3,052
- Sales
Balance at April 30, 2023 91,578
Changes:
- Purchases or subscriptions 1,783
- Sales (81)
Balance at April 30, 2024 93,280

The net increase in the item Equity Investments refers mainly to the following equity investments: (i) for Euro 898 thousand in Base Digitale Group Srl and (ii) for Euro 838 thousand in Adiacent SpA. It should also be noted that during the year the full write-down of the equity investment referred to Value4cloud amounting to Euro 46 thousand and the sale of the equity investment in Idea Point recorded for Euro 35 thousand was carried out.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

19. Deferred Tax Assets and Liabilities

The expected maturity of receivables for deferred tax assets and liabilities can be broken down as follows:

At April 30

(Euro thousands) 2024 2023
Deferred tax assets within 12 months 2,476 1,912
Total receivables for deferred tax assets 2,476 1,912
Deferred tax liabilities within 12 months 18
Deferred tax liabilities after 12 months 9 10
Total deferred tax liabilities 9 28

Net changes in these items are detailed as follows:

At April 30

(Euro thousands) 2024 2023
Opening balance 1,884 1,059
Impact on income statement 543 863
Impact on the statement of comprehensive income 40 (38)
Reclassification
Closing balance 2,467 1,884
Of which:
- receivables for deferred tax assets 2,476 1,912
- deferred tax liabilities 9 28

Changes in deferred tax assets can be broken down as follows:

Deferred tax assets

(Euro thousands) Differences in value of
tangible and intangible
assets
Provisions for risks and
charges and other provisions
(stock grant)
Employee
benefits
Other entries Total
Balance at April 30, 2022 10 1,052 38 1,100
Impact on income statement 850 850
Impact on the statement of comprehensive
income
(38) (38)
Other changes
Balance at April 30, 2023 10 1,902 1,912
Impact on income statement 561 (37) 524
Total Impact on income statement 40 40
Other changes
Balance at April 30, 2024 10 2,463 3 2,476

Changes in deferred taxes can be broken down as follows:

Deferred tax liabilities

(Euro thousands) Differences in value of tangible
and intangible
assets
Provisions for
risks and char
ges and other
provisions
(stock grant)
Employee
benefits
Total
Balance at April 30, 2022 3 5 33 41
Reclassification
Impact on income statement 4 (17) (13)
Balance at April 30, 2023 3 9 16 28
Reclassification
Impact on income statement (3) (16) (19)
Balance at April 30, 2024 3 6 9

20. Other current and non-current receivables

The item in question is detailed as follows:

At April 30

(Euro thousands) 2024 2023
Non-current receivables from others
Non-current investments in other companies 100,309 98,557
Total other non-current receivables and assets 100,309 98,557
Current receivables from subsidiaries 11,973 8,257
Current receivables from others 47 24
Accrued income and prepaid expenses 886 639
Total other current receivables and assets 12,906 8,920

Non-current equity investments in other companies refer to companies that are not listed on an active market, the fair value of which cannot be measured reliably; therefore, these equity investments are evaluated at cost, net of any permanent impairments. This item includes the value of the investments detailed in Note 18, amounting to Euro 93,280 thousands and the total of investments in other companies, amounting to Euro 7,029 thousands.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

21. Current Trade Receivables

The item in question is detailed as follows:

At April 30

(Euro Thousands) 2024 2024
Trade receivables 4,086 3,423
Provision for bad debts (46) (62)
Trade receivables net of the provision for bad debts 4,040 3,361
Receivables from subsidiaries 67 164
Receivable from associates
Receivables from parent companies
Total current trade receivables 4,106 3,525

The table below shows changes in the provision for bad debts:

Changes provision for bad debts

(Euro thousands) Provision for bad debts
Balance at April 30, 2022 62
Use
Balance at April 30, 2023 62
Use (16)
Balance at April 30, 2024 46

22. Current tax liabilities and receivables

At April 30

(Euro thousand) 2024 2023
Current tax receivables 3,605 17
Total current tax receuvables 3,605 17
Current tax liabilities 4 643
Total current tax liabilities 4 643

Current tax receivables decreased from Euro 17 thousands as of April 30, 2023 to Euro 3,605 thousands as of April 30, 2024 and are re referred to credits for consolidated IRES.

Current tax liabilities decreased significantly as a result of the payment of the previous year's liability and the impact of current income taxes for the year that did not generate consolidated IRES liability.

23. Cash and equivalents

At April 30

(Euro thousands) 2024 2023
Bank and postal deposits 675 1.335
Cash
Total 675 1.335

For the details of the cash changes see the cash flow statement.

24. Shareholders' Equity

SHARE CAPITAL

As of April 30, 2024, the fully subscribed and paid-up share capital of the Company amounted to Euro 37,127 thousand and consisted of 15,494,590 ordinary shares, all with no nominal value. The Company has no Warrants or shares other than ordinary shares. As of April 30, 2024, Sesa SpA held 50,850 treasury shares, equating to 0.33% of the share capital, (50,850 as of the date of the Report). purchased at an average price of Euro 102.5 under the treasury share purchase plan approved by the shareholders' meeting of August 25, 2023. In application of the international accounting standards, these instruments are deducted from the company's shareholders' equity. The Stock Grant Plan 2024-2026 envisages the allocation of 59,250 ordinary shares to the beneficiaries upon reaching the targets set for April 30, 2024. Most of these shares are already available in the company's treasury share portfolio and the remainder may be purchased following the continuation of the buy-back plan in the new financial year ending April 30, 2025. There are also 6,000 shares referring to the three-year plan 2021-2023 and 5,000 shares referring to the Extra bonus which are attributable. There remain 6000 shares referring to the Three-Year Plan and 10,000 shares referring to the Extra Bonus to be granted in the financial years ending April 30, 2025 and April 30, 2026.

The table below provides details of changes in shares in circulation and treasury shares during the year:

Shareholders' Equity

Number of shares
Situation at April 30, 2022
Shares issued 15,494,590
Treasury shares in portfolio 81,134
Shares in circulation 15,413,456
Situation at April 30, 2023
Assignment of shares in execution of the Stock Grant Plan 118,066
Purchase of treasury shares 87,782
Situation at April 30, 2024
Shares issued 15,494,590
Treasury shares in portfolio 50,850
Shares in circulation 15,443,740
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

April 30, 2024

The shareholders who, as at April 30, 2024, hold a significant investment in the Issuer's share capital with voting rights are the following:

Declarant Direct shareholder Number of shares with voting rights held % of total share capital
with voting rights
HSE SpA ITH SpA 8,196,323 52.898%

There are no other shareholders, other than those mentioned above, with a significant investment (more than 3%) that have communicated to Consob and Sesa SpA pursuant to art.117 of Consob Regulation no. 11971/99 on notification requirements for significant investments. ITH SpA holds 8,196,323 shares, 8,183,323 of which are on the enhanced voting list and have already accrued the relative right, bringing the percentage of votes that can be exercised in the ordinary shareholders' meeting to a total of 69.177% of the share capital of the issuer Sesa Spa.

OTHER RESERVES

The "Other reserves" and "Minority actuarial profit reserve" items can be broken down as follows:

Other reserves
(Euro thousands) Legal reserve Treasury Shares Actuarial profit
(loss) reserve
Miscellaneous
reserves
Total other
reserves
At April 30, 2022 3,996 (6,215) (178) 12,580 10,183
Actuarial gain/(loss) for employee benefits -
gross
109 109
Actuarial gain/(loss) for employee
benefits - tax effect
(26) (26)
Purchase of treasury shares (11,189) (11,189)
Sale/cancellation of treasury shares
Distribution of dividends
Assignment of shares in execution of the Stock
Grant Plan
8,067 (8,067)
Stock Grant plan - shares vesting in the period 6,743 6,743
Other changes 22 22
Allocation of profit for the year 860 2,391 3,251
At April 30, 2023 4,856 (9,337) (95) 13,669 9,093
Actuarial gain/(loss) for employee
benefits - gross
167 167
Actuarial gain/(loss) for employee
benefits - tax effecte
(40) (40)
Purchase of treasury shares (9,004) (9,004)
Sale/cancellation of treasury shares
Distribution of dividends
Assignment of shares in execution of the Stock
Grant Plan
13,195 (13,195)
Stock Grant plan - shares vesting in the period 7,726 7,726
Other changes (410) (410)
Allocation of profit for the year 1,072 4,870 5,942
Al 30 aprile 2024 5,928 (5,146) 32 12,660 13,474

25. Earnings per Share

For the calculation of earnings per share and diluted earnings per share, see the notes to the Group's consolidated financial statements.

26. Current and Non-current Loans

The table below provides a breakdown of this item at April 30, 2024 and April 30, 2023:

At April 30, 2024

(Euro thousand) Within 12 months Between 1 and 5 years Over 5 years Total
Short-term loans 0
Finalcial liabilities for right use 473 60 533
Total 473 60 0 533

At April 30, 2024

(Euro thousand) Within 12 months Between 1 and 5 years Over 5 years Total
Short-term loans 0
Finalcial liabilities for right use 272 94 366
Total 272 94 0 366

A summary of the net financial position is provided below:

At April 30

(Euro thousand) 2024 2023
A. Cash equivalents 675 1,335
B. Cash equivalents to cash
C. Other current financial assets 800
D. Liquidity (A) + (B) + (C) 1,475 1,335
E. Current financial debt (including debt instruments but excluding the current portion of non-current financial
debt)
36 45
F. Current portion of non-current financial debt 473 272
G. Current financial debt (E) + (F) 509 317
H. Net current financial debt (G) - (D) (966) (1,018)
I. Non-current financial debt (excluding current portion and debt instruments) 60 94
J. Debt Instruments
K. Trade and other current payables
L. Non-current financial debt (I) + (J) + (K) 60 94
M. Net financial debt (H) + (L) (906) (924)
  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

27. Employee Benefits

This item includes the provision for severance indemnities (TFR) for employees. Changes in this item are detailed as follows:

Year ended April 30

(Euro thousands) 2024 2023
Opening balance 2,032 1,947
Service cost 212 189
Bond interest 74 44
Uses and advances (86) (39)
Actuarial loss/(gain) (144) (109)
Change in workforce due to transferral of resources
Closing balance 2,088 2,032

The actuarial assumptions used to calculate defined benefit pension plans are detailed in the following table:

At April 30

2024 2023
Rate of inflation 2.00% 5.90%
Discount rate 3.59% 3.56%
TFR increase rate 3.00% 5.90%

With regard to the discount rate, the iBoxx Eurozone Corporates AA index with a duration of 10+ was used as the reference at the various valuation dates, in line with the residual average term of the staff subject to assessment.

SENSITIVITY ANALYSIS

In accordance with the requirements of IAS 19R, a sensitivity analysis was carried out on the basis of changes in the main actuarial assumptions included in the calculation model. In detail, the most significant assumptions were increased and decreased, i.e. the average annual discount rate, the average annual inflation rate and the turn-over rate by half percentage point.

Sensitivity Analysis

Scenarios Past service liability
Annual discounting rate 0.50% 1,987
-0.50% 2,140
Annual rate of inflation 0.50% 2,096
-0.50% 2,027
Turnover rate 0.50% 2,060
-0.50% 2,064

28. Provisions

The value of this item was zero at April 30, 2024.

29. Trade payables

The item in questioni s detailed as follows:

At April 30

(Euro thousands) 2024 2023
Advance payments
Trade payables 1,859 2,191
Total trade payables 1,859 2,191

30. Other Current Liabilities

The item in questioni s detailed as follows:

At April 30

(Euro thousands) 2024 2023
Accrued liabilities and deferred income 4 7
Tax payables 10,427 6,814
Debts to Employees 1,589 1,354
Other payables 3,854 1,464
Payables to social security institutions 251 218
Trade payables 16,125 9,857

The increase in current liabilities is mainly attributable to tax payables and other payables, which include, among others, payables to tax authorities for VAT and payables to subsidiaries for tax consolidation, which as of April 30, 2024 increased by Euro 3,551 thousand and Euro 823 thousand, respectively. The company adopts Group VAT with the companies within the scope of tax consolidation.

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

31. Further Information

POTENTIAL LIABILITIES

There are no disputes in progress.

COMMITMENTS

There are no commitments as at April 30, 2024.

DIRECTOR'S FEES

The following is a breakdown of the remuneration of the directors of Sesa SpA, gross of social security and tax contributions for the year. For a complete description and analysis of the remuneration payable to Directors and Executives with strategic responsibilities, reference should be made to the Remuneration Report available at the company's registered office, as well as on the company's website in the "Corporate Governance" section.

Year ended April 30
(Euro thousands) 2024
Payment to directors 847

The remuneration of the directors shown in the table includes fixed and variable remuneration as well as that due for participation in internal committees. However, the residual shares of the 2021-2023 three-year plan assigned under the stock grant plan approved by the shareholders' meeting of August 28, 2020 and the shares of the 2024-2026 annual plan assigned under the stock grant plan approved by the shareholders' meeting of August 28, 2023 are excluded.

On August 28, 2023, the 2024-2026 Stock Grant Plan was approved with a maximum value of 280,250 ordinary shares (including extra bonus shares to be delivered in the two-year period 2027-2028), for the benefit of the executive directors of Sesa and its main subsidiaries, linked to sustainable growth objectives of Ebitda and EVA, as well as to the maintenance of balanced capital and financial conditions.

In detail, the Plan envisages the following allocation method:

  • 177,750 Ordinary Shares will be delivered (free of charge) to the Beneficiaries as follows: (i) 59,250 Ordinary Shares upon Shareholders' approval of the financial statements as of April 30, 2024 (the "First Tranche"); (ii) 59,250 Ordinary Shares upon Shareholders' approval of the financial statements as of April 30, 2025 (the "Second Tranche"); (iii) 59,250 Ordinary Shares upon Shareholders' approval of the financial statements as of April 30, 2026 (the "Third Tranche").
  • 83,000 Ordinary Shares (the "Three-Year Shares") will be delivered (free of charge) upon the shareholders' approval of the financial statements as of April 30, 2026, April 30, 2027 and April 30, 2028, respectively, subject to the achievement of the three-year value generation targets (EVA) 2024-2026.
  • 19,500 Ordinary Shares ("Extra Bonus Shares") will be delivered (free of charge) to certain Beneficiaries in three equal tranches, upon Shareholders' approval of the financial statements as of April 30, 2026, April 30, 2027, and April 30, 2028, respectively, upon achievement of the established targets.
  • As of April 30, 2024, the notional cost related to the annual plan (59,250 shares) was recognised for an amount of Euro 5,982 thousand and the cost related to a portion of the three-year plan for an amount of Euro 1,744 thousand.

PAYMENTS TO THE INDEPENDENT AUDITOR

The following table, prepared in accordance with article 149-duodecies of the Consob Issuers' Regulation, shows the fees for the year ended 30 April 2024 for audit and non-audit services provided by the Independent Auditor and by entities belonging to its network, including expenses

Statutory auditor's fees

Type of service Provider Consignee Remuneration for the year ended April 30, 2024
(Euro thousands)
Auditing KPMG Sesa SpA 101
Other services KPMG Sesa SpA 58

Payments include, in addition to fees, out-of-pocket expenses and the supervisory contribution.

32. Transactions with related Parties

Relations between the Company and its associated and controlling companies are commercial and financial in nature.

The Company believes that all transactions with related parties are substantially regulated on the basis of normal market conditions.

The following table details the balances with related parties as at April 30, 2024 and April 30, 2023.

Transactions with reklated parties

(Euro thousands) Subsidiaries Associated
companies
Parent
companies
Top
Management
Other related
parties
Total Impact
on the item
Current trade receivables
At April 30, 2024 1,072 7 1,079 26.3%
At April 30, 2023 935 13 1 949 26.9%
Other current receivables
and assets
At April 30, 2024 11,973 11,973 92.8%
At April 30, 2023 8,256 8,256 92.6%
Employee benefits
At April 30, 2024 1 1 0.0%
At April 30, 2023 9 9 0.4%
Trade Payables
At April 30, 2024 928 2 930 50.0%
At April 30, 2023 1,435 71 1,506 68.7%
Other current liablilities
At April 30, 2024 3,842 82 3,924 24.03%
At April 30, 2023 1,458 71 1,529 15.5%

The following table details the P&L effects of transactions with related parties in the years ended April 30, 2024 and April 30, 2023.

  1. The Sesa Group 2. Strategy and risk management

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

P&L effects

(Euro thousands) Subsidiaries Associated
companies
Parent
companies
Top
Management
Other related
parties
Total Impact
on the item
Revenues
At April 30, 2024 14,711 44 85 14,840 98.08%
At April 30, 2023 13,057 79 82 13,218 96.74%
Other income
At April 30, 2024 5,119 29 29 6 5,183 95.70%
At April 30, 2023 4,902 31 39 7 4,979 95.55%
Consumables and goods
for resale
At April 30, 2024 6 6 8.96%
At April 30, 2023 8 8 12.12%
Costs for services and rent,
leasing, and similar costs
At April 30, 2024 2,288 6 8,578 65 10,937 71.97%
At April 30, 2023 1,566 1 7,597 72 9,236 70.12%
Personnel costs
At April 30, 2024 3 595 598 6.47%
At April 30, 2023 5 572 577 7.46%
Other operating Costs
At April 30, 2024 0.00%
At April 30, 2023 0.00%
Financial Income
At April 30, 2024 0.00%
At April 30, 2023 0.00%
Financial expense
At April 30, 2024 0.00%
At April 30, 2023 0.00%

The information shown in the table does not include dividends received from subsidiaries and investee companies.

SUBSIDIARIES, ASSOCIATES AND PARENT COMPANIES

Relations with subsidiaries, associates and parent companies refer mainly to the provision of administration, financial and auditing services, organisation, personnel management and information systems in favour of Group companies. Other receivables from and payables to subsidiaries include receivables and payables relating to the Group's tax consolidation and VAT regime.

TOP MANAGEMENT

Relations with top management refer mainly to the remuneration of directors and executives with strategic responsibilities, including the notional cost for the annual stock grant plan. Specifically, payroll costs include remuneration for members of the Board of Directors of companies not included in service costs.

33. Events Occurring After the End of the Year

No significant events occurred after the end of the year.

34. Authorisation for publication

The publication of the financial statements of Sesa Spa for the year ended April 30, 2024 was authorised by a resolution of the Board of Directors on July 18, 2024.

35. Allocation of the profit/loss for the year

We propose to shareholder's meeting the distribution of a divided of Euro 1.0 per share for a total of Euro 15.4 milion gross of treasury shares in portfolio, up 11.11% compared to the previous year (Euro 0.90 share).

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

Certification of the Separate Financial Statements pursuant to article 154-bis of Legislative Decree 58/98

    1. The undersigned Paolo Castellacci, in his capacity as Chairman of the Board, and Alessandro Fabbroni, in his capacity as Executive Responsible for the preparation of the corporate accounting documents of Sesa SpA, taking into account that envisaged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998, hereby certify:
    2. the adequacy in relation to the characteristics of the business, and
    3. the effective application of the administrative and accounting procedures for the preparation of the financial statements as at April 30, 2024.
    1. The application of the administrative and accounting procedures for the preparation of the financial statements as at April 30, 2023 did not reveal any significant aspects.

It is also certified that, the financial statements:

a. have been prepared in compliance with the applicable international accounting standards recognised by the European Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of July 19, 2002;

b. correspond to the results of the accounting books and records;

  • c. provide a truthful and fair representation of the issuer's assets and liabilities, as well as its financial and economic position.
    1. The Report on Operations includes a reliable analysis of the performance and results of operations as well as the situation of the issuer and of all the companies included within the scope of consolidation, together with a description of the main risks and uncertainties to which they are exposed.

Empoli, July 18, 2024

Paolo Castellacci

Chairman of the Board of Directors

Alessandro Fabbroni

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

Independent Auditor's Report on the Separate Financial Statements of Sesa SpA as of April 30, 2024

  1. The Sesa Group 2. Strategy and risk

  2. Performance as of April 30, 2024

  3. Non-financial statement

  4. Consolidated financial statements as of April 30, 2024

Key audit matter Audit procedures addressing the key audit
matter
The separate financial statements at 30 April 2024
include investments in subsidiaries and associates of
€93.3 million.
Our audit procedures included:
· analysing the processes and controls implemented
by the company to check the existence of any
At least once a year, the company checks whether
there the equity investments might be impaired. This is
a complex accounting estimate due to the materiality of
the caption and the high level of judgement required to
estimate the recoverability of the carrying amounts.
impairment indicators;
holding discussions with the relevant internal
departments about the methods used to check the
existence of any impairment indicators and
assessing their reasonableness;
For the above reason, we believe that the
measurement of equity investments is a key audit
matter.
analysing the investees' financial statements and
their outlook;
· assessing the appropriateness of the disclosures
provided in the notes about equity investments.

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-

  • Non-financial statement

  • Consolidated financial statements as of April 30, 2024

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

Report of the Management Control Committee

-

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

  3. Separate financial statements as of April 30, 2024

-

-

-

-

-

-

-

  • Non-financial statement

  • Consolidated financial statements as of April 30, 2024

  1. Non-financial statement

  2. Consolidated financial statements as of April 30, 2024

Sesa SpA - HQ in Empoli (Florence), Via della Piovola 138 Share Capital Eu 37,126,927.50 VAT number, Fiscal and number of the Florence Company Register 07116910964 Ph. Number: 0039 0571 900900 Corporate website: www.sesa.it