INTEGRATED
ANNUAL
REPORT
APRIL 30, 2026
2026
Integrated
annual report
2026
April 30, 2026
Innovation Inspired
by People
We enable innovation
– including digital innovation –
within enterprises and
organisations, supporting their
transformation journey
People’s innovation and skills
development for sustainable
growth and value creation
4
Annual
Report
5
www.sesa.it
We believe that people’s skills
and ability to work together
determine the success
of organizations
6
Our purpose is to create
long-term sustainable value
for all stakeholders promoting
innovation, including digital
innovation, in businesses and
organizations, as well as the
well-being of people
Letter to the
stakeholders
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www.sesa.it
Letter to the stakeholders
Dear stakeholder
The Sesa Group closed the financial year ended 30 April
2026 with results that confirm the soundness of our
development model, our ability to adapt in a digital market
undergoing profound change, and the growing relevance
of the role we play in supporting the digital transformation
of businesses and organisations. Against a backdrop marked
by rising demand for data management and data protection
solutions, as well as by the progressive adoption of Artificial
Intelligence and Automation, we have further strengthened
our positioning as a Digital Integrator, combining technologies,
digital platforms, vertical applications and specialist skills in the
service of our customers. Thanks to this strategy, the Group
achieved consolidated Revenues and Other Income of Euro
3,620.8 million, up 7.9% on the previous year on a Pro-forma
basis (+10.6% Y/Y vs Reported figures), and EBITDA of Euro
260.4 million, up 8.2% (+10.6% Y/Y vs Reported figures),
growing at more than twice the rate of the Italian digital
market. The Group’s adjusted net profit reached Euro 106.1
million, an increase of 10.7% on the previous year (+13.3% Y/Y
vs Reported figures), confirming our ability to combine growth,
profitability and cash generation.
We have continued along our path of strategic evolution, aimed
at making the Group increasingly focused on organic growth,
industrial integration and organisational simplification. During
the year we pursued further investment in the development of
skills, digital platforms and innovative solutions in the fastest-
growing areas, with particular attention to Cloud, Cyber Security,
Data Management, Artificial Intelligence, Automation and Digital
Platforms. At the same time, we continued the process of
integrating the Group’s companies and streamlining its structure,
with the aim of progressively increasing operating efficiency and
strengthening our ability to scale our business models.
RESULTS AND BUSINESS PLAN 2027-2028
FY2026 represents the first year of implementation of the
2026-2027 Business Plan, in which we met our targets, further
strengthening our market shares and our leadership in the key
segments driving digital transformation. During the year, the ICT
Value Added Solutions sector benefited from growing demand
for data management, data sovereignty and data security
solutions, recording robust organic growth. The Digital Green
sector confirmed its development path thanks to increasing
attention to the energy transition and to technologies for energy
efficiency and renewable energy. The Software and System
Integration sector consolidated its role as a partner for the
digitalisation of businesses in the leading industrial districts,
while the Business Services sector continued to develop digital
applications and platforms dedicated to the Financial Services
industry, laying the foundations for a new phase of accelerated
growth in the coming year. In light of the results achieved, we
have approved the new 2027-2028 Business Plan, designed
to give continuity to the transformation path embarked upon in
recent years and to guide the Group towards a further phase of
sustainable development.
The Plan confirms the central importance of organic
growth in our core businesses, the evolution of our role
as a Digital Integrator and partner for digital innovation,
and the progressive adoption of AI, Automation and
Digital Platforms as strategic levers for transforming
our operations and service models. In this context, private
AI, Digital Sovereignty and Data Governance solutions are
taking on growing relevance, enabling businesses to combine
innovation, security, compliance and the valorisation of their
information assets. Thanks to these initiatives, we expect
annual revenue growth of between 5% and 7.5% and
profitability growth of between 5% and 10%, with the aim of
exceeding Euro 4 billion in revenues and reaching EBITDA
of over Euro 300 million in FY2028. Planned investments will
amount to approximately Euro 100 million per year and will be
directed towards the development of skills and digital platforms,
the adoption of digital enablers, and selective M&A transactions
and buy-outs of minority interests in support of corporate
simplification.
8
Paolo Castellacci
Chairman of the BoD
Alessandro Fabbroni
CEO
PEOPLE, SUSTAINABILITY AND VALUE CREATION
Our corporate vision is based on a model of value generation and
sustainable growth for the benefit of all stakeholders, in which our
people’s skills represent a crucial distinguishing factor. During
FY 2026 our organisation was transformed thanks to significant
investment in skills development, with particular attention to Artificial
Intelligence, Automation, Cyber Security and digital platforms,
alongside the ongoing strengthening of our welfare programmes
and of initiatives designed to promote wellbeing and work-life
balance. Over the course of the year we further improved our
ESG performance. Economic value distributed reached Euro 550
million, up 10% on the previous year, with more than 70% allocated
to our people. On the environmental front, we reduced per-capita
electricity consumption by 8%, increased the use of energy from
renewable sources and expanded energy production from our
own photovoltaic plants. We also consolidated our commitment
to transparent, inclusive and responsible governance, extending
our principal quality, safety and sustainability certifications and
confirming the Group’s main ESG ratings, including the EcoVadis
Platinum rating and the CDP B rating.
FINANCIAL STABILITY AND RETURNS TO SHAREHOLDER
The year closed with a further strengthening of the Group’s
capital and financial structure. The Group’s cash generation
significantly improved the Reported Net Financial Position,
which moved from Euro 74.7 million (net debt) to Euro 17.5
million (net debt), while net cash before IFRS liabilities reached
Euro 182.1 million, up from Euro 158.4 million at 30 April 2025.
Consolidated Shareholders’ Equity rose to Euro 529.2 million.
During the year we increased the pay-out ratio to 40%, with
dividends and buy-backs of approximately Euro 40 million,
confirming the Group’s ability to fund growth and generate value
for its shareholders. In light of the results achieved and of our
confidence in the Group’s future prospects, we will propose to
the Shareholders’ Meeting the distribution of a dividend of
Euro 1.33 per share, up 33% on the previous year, together
with the confirmation of a share buy-back programme for a
maximum consideration of Euro 20 million. We look to the
future with determination and confidence: we will continue along
our path of evolution by investing in innovation, digital platforms
and skills, and by further strengthening our platform for enabling
the sustainable growth of businesses and organisations.
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www.sesa.it
Letter to the stakeholders
Our mission is to enable
sustainable growth, innovation,
including digital innovation,
and the ability of the Group’s
companies to compete
in the digital market
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LETTER TO THE STAKEHOLDERS
HIGHLIGHTS
THE SESA GROUP
1.1 Value, Mission and Strategy 16
1.2 Business Model: activities and sectors 18
1.3 Governance and organisation 22
1.3.1 Governance Model 22
1.3.2 Shareholding 26
1.3.3 Locations and geographical coverage 27
1.4 Sustainability Governance 28
1.4.1 Group Certifications 29
1.4.2 The Group’s Tax Strategy 31
1.5 The Sesa Group and the Environment 32
1.5.1 Sesa’s Environmental Policy 32
1.5.2 Enhancement of Natural Capital and Responsible Use of Resources 34
1.5.3 Low-Carbon Transition: Urban Innovation Projects 34
1.5.4 Water Consumption and Waste Management 35
1.6 Value and Supply Chain 36
STRATEGY AND RISK MANAGEMENT
2.1 Group Strategy and Sustainable Development Goals (SDGs) 42
2.1.1 Sustainable Development Goals 42
2.2 Creating Long-term Sustainable Value for All Stakeholders 45
2.2.1 Value Distributed to Stakeholders 45
2.3 Responsible Business Conduct: Ethics, Compliance and the Management of Risks and Opportunities 48
2.3.1 Internal Control and Risk Management System 48
2.3.2 Risk Management and Mitigation Matrix 50
2.3.3 Compliance and Anti-corruption 54
2.3.4 Data Protection and Cybersecurity 57
PERFORMANCE AS OF APRIL 30, 2026
3.1 Economic and Financial Results of the Sesa Group 63
3.1.1 Alternative Performance Indicators 63
3.1.2 Economic highlights of the Sesa Group 65
3.1.3 Sesa Group economic results 66
3.1.4 Highlights of the Group’s Balance Sheet 67
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3.2 Economic and Financial Results of Group Sectors 69
3.2.1 Results of the ICT VAS sector 69
3.2.2 Results of the Green VAS sector 72
3.2.3 Results of the SSI sector 74
3.2.4 Results of the Business Services sector 77
3.2.5 Results of the Corporate and Digital Ecosystem sector 79
3.3 Economic and financial results of the parent company Sesa SpA 81
3.4 ESG Targets and Indicators 83
3.5 Significant events occurring after the end of the year 85
3.6 Business Outlook 85
CONSOLIDATED SUSTAINABILITY REPORT
4.1 General Information 88
4.2 Environmental Information 126
4.3 Social Information 146
4.4 Governance Information 166
Certification of the Consolidated Sustainability Report 171
Independent Auditor’s Report on the Consolidated Sustainability Report 172
CONSOLIDATED FINANCIAL STATEMENTS AS OF APRIL 30, 2026
Notes to the Consolidated Financial Statements 182
Certification of the Consolitated Financial Statements 242
Independent Auditor’s Report on the Consolidated Financial Statements as of April 30, 2026 243
Annex 1 249
Annex 2 256
Annex 3 258
SEPARATE FINANCIAL STATEMENTS AS OF APRIL 30, 2026
Notes to the Separate Financial Statements 266
Certification of the Separate Financial Statements 301
Independent Auditor’s Report on the Separate Financial Statements as of April 30, 2026 302
Report of the Management Control Committee as of April 30, 2026 307
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HIGHLIGHTS
Economic Data
(Euro thousands) April 30, 2026
04/30/2025
Pro-forma*
04/30/2024 04/30/2023 04/30/2022 04/30/2021
Revenues 3,565,285 3,298,197 3,164,477 2,867,700 2,362,603 2,022,454
Total revenue and other income 3,620,811 3,356,833 3,210,417 2,907,639 2,389,823 2,037,223
EBITDA 260,428 240,740 239,502 209,442 167,697 126,005
Adjusted operating profit (EBIT) (1) 197,548 185,425 192,710 160,943 125,895 91,821
EBIT (Earnings before interest and taxes) 151,989 145,660 156,969 142,665 114,195 84,002
Profit (loss) before taxes 118,274 104,618 121,824 128,279 109,083 80,826
Net profit for the year 80,591 71,214 83,058 90,217 78,619 56,786
Net profit for the year attributable to the Group 71,691 64,228 78,269 84,453 73,519 52,272
Adjusted net profit (EAT) for the year attributable to
the Group (1)
106,086 95,826 106,406 100,061 82,656 57,838
Financial Data
Total Net Invested Capital 546,759 575,526 474,662 390,369 243,197 202,674
Total Shareholders’ Equity 529,236 500,778 477,345 424,050 335,159 297,355
- attributable to Shareholders of the Parent Company 460,252 445,922 429,584 374,934 315,441 278,593
- attributable to non-controlling interests 68,984 54,856 47,761 49,116 19,718 18,762
Net Financial Position Reported (Net Liquidity) 17,523 74,748 (2,683) (33,681) (91,962) (94,681)
Net Financial Position (Net Liquidity) (2) (182,051) (158,393) (211,015) (239,496) (245,292) (197,357)
EBITDA / Total revenue and other income 7.19% 7.20% 7.46% 7.20% 7.02% 6.19%
EBIT / Total revenue and other income (ROS) 4.20% 4.30% 4.89% 4.91% 4.78% 4.12%
Market Data
Listing Market Euronext – Star Euronext – Star Euronext – Star Euronext – Star Euronext – Star Euronext – Star
Quotation (Eu as of 04/30 each year) 86.0 74.1 98.0 110.9 138.7 115.4
Dividend per share (Eu) (3) 1.33 1.00 1.00 1.00 0.90 0.85
Overall Dividend (Eu mn) (4) 20.2 15.5 15.5 15.5 13.9 13.2
Pay Out Ratio (5) 28.2% 24.9% 19.8% 18.4% 19.0% 25.2%
Shares Issued (in millions) 15.19 15.49 15.49 15.49 15.49 15.49
Capitalisation (Eu mn) as of 04/30 1,305.2 1,148.1 1,517.7 1,718.4 2,149.1 1,788.1
Market to Book Value (6) 2.5 2.3 3.2 4.1 6.4 6.0
Dividend Yield (based on the share price as of 30/04) (7) 1.5% 1.3% 1.0% 0.9% 0.6% 0.7%
Earnings per share (base) (8) 4.71 4.04 5.07 5.47 4.76 3.39
Earnings per share (diluted) (9) 4.68 4.01 5.05 5.45 4.74 3.37
(1) Adjusted operating profit before amortisation of customer lists and know-how recognised as a result of the Purchase Price Allocation (PPA) process, and gross of the non-recurring component
of the Stock Grant plan referring to the three-year targets. Adjusted net profit attributable to the Group before amortisation of customer lists and know-how recognised as a result of the PPA process
and gross of the non-recurring component of the Stock Grant plan referring to the three-year targets, net of related tax effect. (2) Net Financial Position not including non-interest-bearing payables
and commitments for deferred payments of corporate acquisitions (Earn Out, Put Option, deferred prices) and liabilities recognised in application of IFRS 16. (3) Dividends paid in the following
year from the profit for the year as of April 30 each year. (4) Dividends gross of the portion relating to treasury shares. (5) Dividends before the share relating to treasury shares / Consolidated Net
Profit attributable to shareholders. (6) Capitalisation based on share price as of April 30 each year / Consolidated Shareholders’ Equity. (7) Dividend per share / Market value per share as of April 30
each year. (8) Net profit attributable to the Group / average number of ordinary shares net of treasury shares held. (9) Net profit attributable to the Group / average number of ordinary shares net of
treasury shares in portfolio and including the impact of stock grants (up to the limit of treasury shares in portfolio).
(*) Pro forma consolidated figures as of April 30, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital
Green VAS Sector entered in Group perimeter in November 2024. The pro forma consolidated figures are unaudited.
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www.sesa.it
Highlights
Our strategy is based on
the development of market-
oriented, people-inspired,
data-driven enablement
platform for sustainable
growth and value creation
Paolo Castellacci, Alessandro Fabbroni, Giovanni Moriani, Moreno Gaini
14
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Average seniority
The Sesa
Group
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www.sesa.it
Average seniority
3,621
6,770
97%
Consolidated Revenues (Mn)
Employees
Resources with a
permanent contract
Locations and offices in Italy, Europe and the Rest of the World
Average seniority
Over 150
8 years
Sesa has embarked on a path aimed at steering the organization and its
business activities in the direction defined by the 17 SDGs (Sustainable
Development Goals) of the United Nations 2030 Agenda.
16
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
1.1. Values, Mission,
Strategy
The management of the Group’s business activities is based
on principles of integrity, professionalism, transparency,
business continuity, care for people, responsibility towards
all stakeholders and environmental protection. These guiding
values constitute the shared heritage of the Group’s culture
and of its Code of Ethics.
Standing alongside people, businesses and communities,
sharing growth opportunities with them, is an aspiration that has
guided the Group since its establishment and that continues
to shape its future choices. Under no circumstances can the
pursuit of the Group’s interest, or the belief that one is acting
to the Group’s advantage or in its interest, justify conduct that
conflicts with any applicable law or with the Code of Ethics.
PURPOSE: to create sustainable long-term value for all
stakeholders, promoting innovation - including digital innovation
- in businesses and organisations, as well as the wellbeing of
people. Sesa also builds relationships founded on care, ethics
and transparency with all of its stakeholders.
MISSION: to promote sustainable growth, innovation - including
digital innovation - and the ability of the Group’s companies to
compete in the digital market.
STRATEGY: Sesa is a platform for enabling the sustainable
growth of businesses and organisations: data-driven, market-
oriented and people-inspired.
The Sesa Group is a digital integrator and a partner for the
digital innovation of businesses and organisations, supporting
them along their path of innovation and business development
in the main areas of digital evolution such as Cyber, Cloud,
AI and Automation, Vertical Applications and Digital Platforms.
Mission: to promote
sustainable growth,
innovation - including
digital innovation -
and the ability of the
Group’s companies to
compete in the digital
market.
Strategy: a platform
for enabling the
sustainable growth
of businesses and
organisations, data-
driven, focused on
the digital market and
inspired by people
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www.sesa.it
The Sesa Group
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 re-
sources;
• Economic sustainability: the ability to generate lasting
and progressive growth, developing income, employment
and value for all stakeholders;
• Social sustainability: ability to contribute to the well-
being of the social communities (income, health, educa-
tion) in which the Group operates.
Our commitment to people, the environment, and the
communities in which we operate are central elements of our
history and our future development.
Innovation, skills
development and
the adoption of
digital enablers
as drivers of
sustainable growth
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1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
1.2. Business Model:
activities and sectors
Sesa, headquartered in Empoli (Florence), operates throughout
Italy and has a presence in a number of foreign countries including
Germany, Switzerland, Austria, France and Spain. It heads a
Group that is the leading player in the Technology, Digital Platform
and Vertical Application sector, with consolidated revenues of
Euro 3,620.8 million and 6,770 resources as at 30 April 2026.
The Sesa Group operates as a digital integrator combining
technology, digital platforms and vertical applications for
businesses and organisations, supporting them along their digital
transformation path, with an organisational model structured into
business Sectors, Business Platforms and vertical Business
Units.
Green VAS) have a strong focus on their reference markets, with
dedicated marketing, sales and operational structures.
Within each Sector, vertical business lines are developed with
technical, sales and operational structures specialised by market
segment and area of expertise.
CORPORATE AND DIGITAL ECOSYSTEM SECTOR
The Corporate and Digital Ecosystem Sector is responsible,
through Sesa SpA, for the Group’s strategic governance and
its operational and financial management and, through Digital
Ecosystem, for digital solutions in the areas of Customer
Experience and technical support. Specifically, Sesa SpA acts
as a platform holding company enabling the innovation and
sustainable growth of the Group’s companies, handling financial
management, organization and digital, planning and control,
human resources management, corporate governance and legal
affairs, as well as the Group’s extraordinary finance transactions,
with a total of approximately 185 resources.
Digital Ecosystem, with revenues of approximately Euro 45
million in the 2026 financial year, operates through Adiacent SpA
Società Benefit and ISD Italy in the segments of digital customer
experience solutions and technical support respectively, going
to market both directly and through the Group’s other sectors.
Adiacent has a workforce of approximately 190 people,
operating in both Italy and the APAC Region, while ISD Italy has
approximately 160 resources
SOFTWARE AND SYSTEM INTEGRATION (SSI)
The Software and System Integration Sector is active in
offering technological innovation, business integration, and
consulting solutions for the enterprise segment. Var Group SpA,
which consolidates the sector, is a leading player in the offering of
digitization for the SME and Enterprise segments with a customer
base of over 10,000 companies, including 2,000 abroad, and
an integrated offering in the following areas: Cloud Technology
Services, Cyber Security, ERP&Vertical Software Solutions,
Enterprise International Platform, Digital Workspace, Data/AI,
Digital Experience.
Inclusive organisational
model based on skills,
innovation and professional
development as key drivers
of sustainable growth
CORPORATE
Digital Ecosystem 100%
ICT VAS
Computer Gross 100%
SSI
Var Group 100%
BUSINESS SERVICES
Base Digitale Group 100%
CORPORATE
Sesa
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www.sesa.it
The Sesa Group
Cloud Technology Services - Competence center offering
integrated Hybrid and Cloud Services and Infrastructure
Modernization solutions to support the digital evolution of
enterprises and organizations.
Cyber Security - Competence center that stands out for its
skills and specialization in the Cybersecurity sector thanks
to the expertise of Yarix Srl, a leading company in the Italian
market and the recent expansion of its activities in the European
market with the acquisition of Wise Security Global, a leading
company in the cybersecurity solutions segment in the Spanish
market.
ERP & Vertical Software Solutions - Competence center
offering a complete range of proprietary ERP and Vertical
Applications for the main Italian manufacturing districts (Sirio,
Panthera, Essenzia, Sigla++, as well as applications for the
food retail sector). The ERP & Vertical Software Solutions
Business Unit is the main operating area in the sector in terms
of employment, with approximately 1,300 resources.
Enterprise Platforms - Competence center offering a complete
range of consulting and business integration services in ERP
and international vertical markets (SAP, Microsoft, Service Now)
available to companies in key Italian and European ecoomic
districts, with approximately 800 dedicated resources.
Data Science/AI - Offers digital services in the areas of
Advanced and Predictive Analysis, Data Intelligence and
applied and generative Artificial Intelligence (AI), of growing
relevance in optimising business processes and supporting
the digital transformation of businesses and organisations.
It operates with a team of approximately 225 resources with
specific Data/AI expertise, around 40% of whom are under 30.
Digital Experience - Offers digital experience and digital
strategy services through a specialised team of approximately
100 resources.
Digital Multimedia & Workspace - Offers digital workspace and
Collaboration solutions and the digitalisation of workstations,
optimising audio and video functions in the most common
enterprise use contexts, with approximately 180 resources.
SETTORE BUSINESS SERVICES (BS)
The Business Services Sector, consolidated by Base Digitale
The Group is organised into
operating sectors: Corporate
and Digital Ecosystem, Software
and System Integration (SSI),
Business Services (BS), ICT
Value Added Solutions (ICT VAS)
and Green VAS.
Group, is organised into 2 main competence centres and is
active in the provision of Digital Platform, Security Solutions
and Vertical Applications offerings for the Financial Services
segment. Within the Sector, Vertical AI skills and models
embedded in the digital platforms offered to customers have
been progressively developed and adopted on a cross-
functional basis.
Base Digitale Platform - Develops digital skills and platforms
in support of the operational processes of companies and
organisations in the Financial Services and Large Enterprise
segments. In particular, it offers customer service platforms, the
automation and digitalisation of documentary and operational
processes, and Security Solutions, with approximately 650
resources.
Base Digitale Applications - Offers vertical software
solutions on cloud platforms for the banking sector (Treasury,
Derivatives, Finance, Wealth Management, Capital Markets,
Tech Regulatory and Compliance), with a workforce of over
300 resources and research and development centres based
in Parma and Milan.
ICT VALUE ADDED SOLUTIONS SECTOR (ICT VAS)
The ICT Value Added Solutions Sector is active in the provision
of technology solutions for the business segment, offering
integrated consulting, marketing, education and technical
support services. Computer Gross SpA, which consolidates the
Sector, is the Italian market leader in Value Added Distribution
(45% market share, source: Sirmi 2026) with a customer set
of approximately 20,000 business partners active throughout
Italy. The Sector draws on its strategic partnerships with leading
international Vendors and on the specialisation of its business
units, staffed by teams with technical and digital expertise, with
a prevalent focus on Advanced Solutions (Cloud, Security, Data
Center, Networking and Data/AI Solutions), accounting for
20
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
approximately 75% of VAS revenues in the 2026 financial year.
Cloud, Security Software, Data Center Solutions - The
Cloud, Security and Data Center offering represents the
prevalent strategic focus and includes Public and Hybrid Cloud
solutions, technology for the development of Data Centers, and
Cyber Security Technology (SIEM, Endpoint Security, software
encryption management), also available on an as a service
basis and through cloud platforms.
Data/AI Solutions - The Data/AI solutions offering comprises
Data Science, Advanced Analytics and Artificial Intelligence,
both applied and generative, with a dedicated team of
specialised resources supporting partnerships with the leading
international Vendors active in these areas, including Microsoft
and IBM. During the year, Computer Gross continued to
develop its AI skills and business, in particular in partnership
with IBM watsonx and Microsoft, developing a specific focus on
AI Copilot solutions.
Sevices and Digital Workspace - A competence centre
dedicated to digital workspace solutions and, more generally,
to Unified Communication, Collaboration and workstation
digitalisation solutions, optimising audio and video functions in
the most common professional and enterprise use contexts.
Networking and Collaboration - Connectivity is one of the main
technological pillars of every organisation, essential in meeting
the growing need for interaction between people and objects.
Thanks to partnerships with leading international vendors,
in particular Cisco, the networking and collaboration offering
facilitates communication and collaboration within businesses
and organisations, as well as within their ecosystems and
communities.
GREEN VAS SECTOR
The Green VAS Sector is active in technologies (photovoltaic
plants, inverters and storage systems) and services for
environmental sustainability, energy production from renewable
sources and refurbished technology. Established following
the acquisition of P.M. Service Srl in 2022, during the 2025
financial year the Sector was expanded through the addition of
GreenSun Srl (an M&A transaction finalised in November 2024).
The subsequent merger of GreenSun Srl into P.M. Service Srl
gave rise to PMGREEN SpA, a leading player in the sector with
a turnover of approximately Euro 400 million as at 30 April 2026
and further growth expected in the 2027 financial year.
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The Sesa Group
Corporate Governance
e Corporate Services
Software and
System Integration (SSI)
Business
Services (BS)
Digital
Ecosystem
Value Added
Solutions (VAS)
100% 100% 100% 100%
Revenues
Ebitda
4.463
People
908,8 Mn
96,6 Mn
Revenues
Ebitda
980
People
158,5 Mn
29,7 Mn
Revenues
Ebitda
340
People
44 Mn
2,4 Mn
Revenues
Ebitda
695
People
2.254,7 Mn
101,3 Mn
190
People
Revenues
23 Mn
Revenues
Ebitda
101
People
412,2 Mn
29,0 Mn
22
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
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 with all stakeholders. The Group’s objective is to
pursue sustainable success through the creation of long-term
value for the benefit of all stakeholders, as also formalised in
the company’s Articles of Association. Furthermore, Sesa acts
within the reference framework of the United Nations Universal
Declaration of Human Rights, the fundamental Conventions of
the ILO and on the basis of its Code of Ethics, which is also an
integral part of the Organisational Model pursuant to Legislative
Decree no. 231/2001. Specifically, Sesa adopts, as of August
2021, a one-tier system of administration and control, which
provides for the appointment by the Shareholders’ Meeting of
a Board of Directors, which is responsible for the management
of the company, and which appoints from among its members
a management control committee that exercises control over
the proper exercise of administration. The Board of Directors
guides the company by pursuing its sustainable success, also
by defining the strategies of the Group’s companies.
On 12 July 2022, the Board of Directors set up an internal
Sustainability Committee with advisory and propositional
functions to support the Board and the Chief Executive Officer
in matters relating to sustainability.
• The Shareholders’ Meeting is the body that forms and
expresses the company’s will, subsequently implemented
by the Board of Directors. It is made up of the Sharehol-
ders, who periodically meet to pass resolutions in the
manner and on matters defined by the law and the Com-
pany’s Articles of Association. The most important tasks
of the Shareholders’ Meeting include the choice of the
members of the Board of Directors and the Management
Control Committee, as well as the approval of the Statu-
tory and Consolidated Financial Statements;
• The Board of Directors carries out the strategic su-
pervision of the Group and verifies its implementation.
Chaired by Paolo Castellacci, it is made up of ten mem-
bers (whose number is determined by the Shareholders’
Meeting on the basis of the provisions of the Articles of
Association): four executive and six non-executive direc-
tors, five of which are independent. The Board of Direc-
tors is also responsible for the definition of the Code of
Ethics, values and the preparation of this Annual Report,
which outlines policies, risks and performance on finan-
cial, environmental, people-related, social, human rights
and anti-corruption issues. The composition of the Bo-
ard of Directors complies with the regulations in force at
any given time concerning the balance between genders
(out of a total of ten members there are four women,
all of whom are independent), and the average age of
the members of the Board is about 59. In line with best
practice, the role of Chairman of the Board of Directors
is separate from that of Chief Executive Officer;
• The Chief Executive Officer, in the person of Alessan-
dro Fabbroni, is in charge of the corporate, operational
and financial management as well as the implementation
of strategic guidelines;
• The Management Control Committee monitors com-
pliance with legal, regulatory and statutory provisions,
compliance with the principles of proper administration,
the adequacy of organisational and accounting structu-
res, and the functionality of the overall internal control
system. The Committee, which is part of the Board of
Directors, is composed of three directors who meet the
requirements of honourableness and professionalism
laid down in the Articles of Association and the require-
ments of independence laid down in Article 2409 sep-
tiesdecies;
• The Independent Auditor, an external entity responsible
for the statutory audit of the accounts, is appointed by the
Shareholders’ Meeting.
Within the Board of Directors, Sesa has also established three
internal board committees: Appointments and Remuneration,
Audit and Risks and Related Parties, and Sustainability. The
internal board committees are set up in accordance with the
recommendations of the Corporate Governance Code.
23
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The Sesa Group
The Appointments and Remuneration Committee is
an advisory and propositional body whose main task is to
submit proposals to the Board of Directors for the definition
of the remuneration policy for Directors and key management
personnel. The Committee’s purpose is also to ensure
the transparency and balanced composition of the Board,
guaranteeing an adequate number of independent directors.
The integration of the functions of the Appointments Committee
with those assigned to the Remuneration Committee was
decided for reasons of organisation and internal efficiency of the
Board, as well as in view of the close correlation between the
responsibilities of the Company’s pre-existing Remuneration
Committee and those assigned to the Appointments Committee
under the Corporate Governance Code.
The Control and Risks and Related Parties Committee
is a body with advisory and propositional functions, tasked
with supporting, through appropriate preparatory work,
the assessments and decisions of the Board of Directors
concerning the internal control and risk management system,
as well as those concerning the approval of periodic financial
reports.
The Sustainability Committee is tasked with assisting the
Board of Directors, with preparatory, propositional and advi-
sory functions, in the assessments and decisions relating to
sustainability matters - also understood as Environmental, So-
cial and Governance matters - connected with the conduct of
the company’s business and its dynamics of interaction with
all stakeholders, with corporate social responsibility, and with
the examination of scenarios for the preparation of develop-
ment plans, also on the basis of the analysis of material topics
for long-term value generation.
The composition of the management and control bodies of
Sesa SpA complies with applicable legal provisions, with
specific reference to the appropriate gender balance. For further
information on the structure and functioning of the corporate
bodies, governance practices and the activities of the internal
board committees, please refer to the “Report on Corporate
Governance and Ownership Structure”, published pursuant to
Article 123-bis of the Italian Consolidated Law on Finance (TUF)
on the website www.sesa.it, “Corporate Governance” section.
Directors’ competencies
35%
Economic-financial
15%
Legal
35%
Industrial
15%
Sustainability
BoD in numbers
100%
5
59
40%
Average attendance per session
Independent directors
Average age
Women
24
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Board of Directors
Gender Year of birth Role Expiry
Paolo Castellacci
♂♂ 03/30/1947 Chairman approval of financial statements April 30, 2027
Giovanni Moriani
♂♂ 11/19/1957 Executive Deputy Chairman approval of financial statements April 30, 2027
Moreno Gaini
♂♂ 09/14/1962 Executive Deputy Chairman approval of financial statements April 30, 2027
Alessandro Fabbroni
♂♂ 03/03/1972 CEO approval of financial statements April 30, 2027
Claudio Berretti
♂♂ 08/23/1972 Non-Executive Director approval of financial statements April 30, 2027
Giuseppe Cerati
♂♂ 05/15/1962 Independent Director approval of financial statements April 30, 2027
Angela Oggionni
♀♀ 06/08/1982 Independent Director approval of financial statements April 30, 2027
Chiara Pieragnoli
♀♀ 11/11/1972 Independent Director approval of financial statements April 30, 2027
Giovanna Zanotti
♀♀ 03/18/1972 Independent Director approval of financial statements April 30, 2027
Angelica Pelizzari
♀♀ 10/18/1971 Independent Director approval of financial statements April 30, 2027
Corporate Governance Committees
Expiry
Control and Risks Committee and Related Parties
Giuseppe Cerati (Chairman), Giovanna Zanotti, Chiara Pieragnoli approval of financial statements April 30, 2027
Director in charge of Internal Audit: Alessandro Fabbroni approval of financial statements April 30, 2027
Appointments and Remuneration Committee
Angela Oggionni (Chairman), Giovanna Zanotti, Claudio Berretti approval of financial statements April 30, 2027
Sustainability Committee
Angelica Pelizzari (Chairman), Giovanna Zanotti, Alessandro Fabbroni approval of financial statements April 30, 2027
Management Control Committee
Role Expiry
Giuseppe Cerati Chairman approval of financial statements April 30, 2027
Chiara Pieragnoli Committee Member approval of financial statements April 30, 2027
Giovanna Zanotti Committee Member approval of financial statements April 30, 2027
Regulatory Body in compliance with Legislative Decree 231/2001
Role Expiry
Giuseppe Cerati Chairman approval of financial statements April 30, 2027
Chiara Pieragnoli Standing Member approval of financial statements April 30, 2027
Giovanna Zanotti Standing Member approval of financial statements April 30, 2027
25
www.sesa.it
The Sesa Group
Sesa Governance Team
Role
Alessandro Fabbroni CEO
Samantha Alderighi Head of People
Francesco Billi Group Chief Financial Officer
Caterina Gori Head of IR and Corporate Finance M&A
Alessandro La Pietra Head of Legal and Compliance
Jacopo Laschetti Head of Sustainability
Francesco del Greco Head of Organization and Digital
Elisabetta Natali Head of Communication
Eriberto Santoro Head of Administration and Tax
26
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
1.3.2. Shareholding
Sesa shares are listed on the Euronext STAR Milan market and form part of the Euronext Tech Leaders index and the FTSE Mid Cap
index. The company had a market capitalisation of Euro 1.37 billion (reference price of Euro 89.75 per share) as at 30 June 2026.
Share capital: The share capital of Sesa SpA amounts to Euro 37,126,927.50 and is divided into 15,185,590 Ordinary Shares, all without
par value. Sesa SpA is controlled by ITH SpA, which holds 56.884% of the share capital.
The Company’s Articles of Association provide for the so-called increased voting rights mechanism, under which two votes are attributed
to each share held by a shareholder who has requested registration in a dedicated Special List - maintained and updated by the Company
- and who has held that share for a continuous period of no less than 24 months from the date of registration in the List. This provision is
intended to promote the stabilisation and loyalty of the shareholder base.
Listing Market
Euronext Market, Milan STAR segment
Share Capital (in EUR) 37,126,927,50
Number of ordinary shares issued 15,185,590
Specialist Operator Intermonte Sim SpA
Relevant Shareholders
According to the communications received pursuant to art. 120 TUF, the parties that hold, directly or indirectly, a number of voting rights
over than 3% of the share capital of Sesa S.p.A. are the following:
Shareholder Declarant Shares held (% of capital) Voting rights (% of capital)
ITH SpA HSE SpA 8,.638,121 (56.884%) 16,821,444 (71.982%)
Fidelity Management & Research Company LLC
FMR LLC
529,516 (3.487%) 529,516 (2.266%)
FIAM LLC 144,779 (0.953%) 144,779 (0.620%)
Fidelity Management Trust Company 46,771 (0.308%) 46,771 (0.200%)
Treasury shares: as at the date of preparation of this Report, Sesa SpA holds 44,946 treasury shares (equal to 0.296% of the share
capital). In accordance with international accounting standards, these instruments are deducted from the Company’s shareholders’ equity.
Stock performance in euro
2016
15,4
2017
23,6
26,3
2018
27, 8
2019
48,6
2020
115,4
2021
138,7
2022
110,9
2023
98,0
2024
74,1
2025
86,0
2026
27
www.sesa.it
The Sesa Group
1.3.3. Locations and geographical coverage
The Sesa Group operates with a presence distributed throughout
Italy and in a number of foreign countries. The Group’s main
site is in Empoli (Florence), where a technology hub has been
developed covering an area of over 25,000 square meters and
comprising space dedicated to offices and training areas of
approximately 10,000 square meters, the datacenter for cloud
computing services of 1,300 square meters and the logistics
centre and warehouse of approximately 14,000 square meters,
in addition to the buildings housing the company nursery, the
canteen, the auditorium and the experience lab available to the
Group’s customers. Approximately 1,000 resources are based
at the Empoli site.
The Group also has a strong presence in Milan, with about
1,100 resources, which has been growing steadily in recent
years, and offices covering over 4,000 square metres. Other
offices are located throughout the country.
Thanks to recent acquisitions, the number of foreign sites has
further increased. As at 30 April 2026, sites are operational in
Germany (Aichach, Eching, Limeshain), France (Tremblay-
en-France and Nogent-sur-Marne), Spain (Madrid, Barcelona,
Bilbao, Pamplona), Austria (Klagenfurt), the Netherlands (Almelo),
Switzerland (Lugano), Romania (Iasi and Bucharest), Slovenia
(Ljubljana), Mexico (Guadalajara), Andorra, Albania (Tirana) and
China (Shanghai).
28
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
1.4. Sustainability
Governance
Sesa is committed to pursuing an effective ESG strategy in
line with its sustainable value creation model for stakeholders.
This commitment is translated into programmes and actions
through a transparent governance model capable of managing
risks in an integrated manner and monitoring projects and new
investments.
Sesa’s corporate governance structure is aligned with national
and international best practices and complies with the principles
set out in the Corporate Governance Code for listed companies.
Through an integrated
management system,
we ensure that our
business is managed
in accordance with
corporate governance
best practices
29
www.sesa.it
The Sesa Group
1.4.1. Group Certifications
Sesa operates in accordance with the following international
reference standards:
• UNI EN ISO 9001:2015 for quality;
• UNI EN ISO 14001:2015 for the environment;
• ISO 27001:2017 for information security;
• ISO 45001:2018 for occupational health and safety;
• UNI/PdR 125:2022 for gender equality management;
• SA8000:2014 for social responsibility.
ENVIRONMENTAL
CERTIFICATION
SOCIAL ACCOUNTABILITY
CERTIFICATION
UNI EN ISO 14001:2015
SA 8000
ISO 14001 specifies the requirements for a sound and
effective environmental management system. It demonstrates
the company’s commitment to complying with environmental
legislation, reducing its environmental impact and improving
its environmental performance. Certified Group companies:
Base Digitale Group SpA, BDS SpA, Computer Gross SpA,
Sesa SpA and Var Group SpA. Environmental Management
System certifications cover more than 95% of the Group’s
revenue for FY 2026.
SA8000 is a management standard designed to enhance and
protect the people working within the organisation that adopts
it. The standard seeks to improve working conditions, promote
the ethical and fair treatment of workers and incorporate
international human rights conventions. It sets out voluntary
requirements that employers are expected to meet in the
workplace, including workers’ rights, workplace conditions and
management systems. Sesa SpA, which manages human
resources, welfare, recruitment and training programmes for
all the Group’s main companies, has held SA8000 certification
since 2015. BDS SpA has also obtained SA8000 certification.
QUALITY
CERTIFICATION
OCCUPATIONAL HEALTH AND SAFETY
CERTIFICATION
GLOBAL COMPACT
MEMBERSHIP
ISO 9001
ISO 45001
United Nations - SDGs
ISO 9001 is the internationally recognised reference standard
for quality management. It is designed to drive continuous
improvement in business performance and ensure the quality
of goods and services provided to customers. Certified Group
companies: Adiacent SpA Società Benefit, Albalog Srl, Analysis
Srl, Apra SpA, ATS SpA, Base Digitale Platform SpA, BDM Srl,
BDS SpA, BDX SpA, Computer Gross SpA, Datef SpA, Durante
& Sangalli SpA, ICOS SpA, ISD Italy Srl, IT Pas Srl, Metisoft SpA,
Metoda Finance Srl, MF Services Srl, Mts&Care Srl, MYS Srl,
Next Step Solution Srl, Nextech Srl, Palitalsoft Srl, PV Consulting
Srl, Sesa SpA, SmartCAE Srl, Studio 81 Data Systems Srl, Tekne
Srl, UAN Company Srl, Var BMS SpA, Var Group SpA, Var One
Nord Est Srl, Yarix Srl and Yoctoit Srl.
Quality Management System certifications cover more than 95%
of the Group’s revenue for FY 2026.
ISO 45001 establishes a framework for improving safety,
reducing occupational risks and supporting workers’ health
and well-being, thereby enabling companies and organisations
to improve their occupational health and safety performance.
Certified Group companies: BDS SpA, ICT Logistica Srl,
Sesa SpA and Var Group SpA. Occupational health and
safety certifications (ISO 45001) cover more than 90% of the
Group’s sites.
Membership of the United Nations Global Compact provides
an opportunity to adopt a globally recognised framework for
developing, implementing and adopting environmental, social
and governance policies and practices. Group companies
participating in the initiative: Computer Gross SpA, Sesa SpA
and Var Group SpA. Var Group SpA.
30
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
GENDER EQUALITY
CERTIFICATION
INFORMATION SECURITY
CERTIFICATION
UNI/PdR 125:2022
ISO 27001
Gender Equality certification under UNI/PdR 125:2022
assesses the effectiveness of the actions taken by an
organisation to create a workplace that embraces diversity and
supports gender equality. Base Digitale Group SpA, BDS SpA,
Computer Gross SpA, Next Step Solution Srl and Sesa SpA
have already achieved this certification. The Group plans to
extend it to its other main companies as part of its commitment
to promoting an increasingly inclusive corporate culture.
The actions undertaken were measured against a set of
qualitative and quantitative KPIs relating to the variables that
characterise an inclusive organisation, including culture and
strategy; governance; HR processes; equal opportunities for
growth and inclusion in the workplace; gender pay equity;
support for parenthood; and work-life balance.
Gender equality is also one of the 17 United Nations
Sustainable Development Goals (Goal 5) and one of the cross-
cutting objectives of Italy’s National Recovery and Resilience
Plan (NRRP).
ISO 27001 is the international standard that describes best
practices for an Information Security Management System.
Its primary objective is to protect data and information against
threats of all kinds, ensuring their integrity, confidentiality and
availability, and to provide the requirements for implementing
an Information Security Management System suitable for the
proper management of business-critical data. Certified Group
companies: Adiacent SpA Società Benefit, Albalog Srl, ATS
SpA, Base Digitale Group SpA, Base Digitale Platform SpA,
BDM Srl, BDS SpA, Computer Gross SpA, Data Science
Operations Srl, Datef SpA, Durante & Sangalli SpA, ISD Italy
Srl, Kleis Srl, Metoda Finance Srl, Mts&Care Srl, MYS Srl,
Next Step Solution Srl, Nextech Srl, Palitalsoft Srl, Sesa SpA,
Tekne Srl, UAN Company Srl, Var Group SpA, Yarix Srl and
Yoctoit Srl.
Information Security Management System certifications cover
more than 90% of the Group’s sites.
31
www.sesa.it
The Sesa Group
Growing attention to the more efficient use of resources and to
the energy transition towards less polluting sources led Il Sole 24
Ore and Statista, an international leader in data and market-trend
analysis, to launch the Sustainability Leaders 2026 initiative. The
survey examined more than 1,500 large companies headquartered
in Italy, drawing on their published sustainability reports and financial
statements, and assessed corporate social responsibility across its
economic, environmental and social dimensions. Following the
survey, Sesa was selected for the fourth consecutive year as one
of Italy’s 150 most sustainable companies.
11. https://www.esgbusiness.it/esg-ici-label-2026/
12. https://lab24.ilsole24ore.com/leader-sostenibilita/
Corporate Responsibility Awards:
ECOVADIS RATING
CSR RATING: PLATINUM
On 17 October 2025, Sesa announced that it had been
awarded the EcoVadis Platinum medal, further improving on the
ESG rating achieved in the previous year, when it received the
Gold medal. Platinum is the highest rating awarded by EcoVadis
and places Sesa among the top 1% of companies assessed
worldwide for sustainability performance. This important
recognition underscores our commitment to integrating ESG
criteria into our business.
INTEGRATED GOVERNANCE
INDEX (IGI) 2026
The Integrated Governance Index is a quantitative index
developed by ETicaNews that provides a concise assessment of
companies’ positioning in relation to key sustainability matters. In
each of the last six years - 2021, 2022, 2023, 2024, 2025 and
2026 - Sesa ranked among the top 100 listed companies.
SUSTAINABILITY LEADERS
Il Sole 24 Ore
1.4.2. The Group’s Tax Strategy
Sesa regards compliance with the principles of legality as an
essential value in the conduct of its business and applies the
legislation in force both in Italy and in the other countries in
which it operates. The Organisation, Management and Control
Model also covers tax offences and is subject to oversight by
the Supervisory Body.
Periodic updates of the risk assessment did not identify
any material issues in this area. Confirming the overall
effectiveness of the integrity and compliance safeguards
adopted by the Group, as at 30 April 2026 there had been no
incidents of corruption, conduct in breach of competition
law or other applicable socio-economic or environmental
regulations, nor had Sesa’s Supervisory Body received
reports of alleged unlawful conduct or conduct contrary
to the provisions of the Code of Ethics.
Sesa is committed to:
(i) paying all taxes due and complying fully and promptly with
all obligations imposed by tax legislation;
(ii) complying with international double-taxation treaties and
applying any available tax reliefs in full accordance with the
laws and regulations of the relevant jurisdictions.
In light of the above objectives, the Group’s tax strategy is
based on the following principles:
• compliance: observance of tax laws, regulations and cir-
culars issued by the tax authorities;
• legality: compliance by all Group companies with their
tax obligations and payment of taxes due;
• sustainability: efficient, effective and sustainable mana-
gement of tax matters in support of Sesa’s business;
• fairness: diligent exercise of professional judgement to
ensure that tax decisions are aligned with national and
international best practices, appropriately analysed and
adequately documented;
• trasparency: a transparent approach designed to deve-
lop and maintain fair and proper relationships.
In July 2025, Sesa ranked second among the leading companies in
the ESG Observatory of Il Sole 24 Ore, developed by the University
of Milan-Bicocca (ESG Awareness Index, Sustainability Monitoring
Index and Sustainability Governance Index). Based on the average
of performance indicators covering the environmental, social and
governance dimensions, this recognition reflects the Group’s
long-standing approach of combining innovation, sustainability
and care for people while promoting shared value creation for all
stakeholders.
ESG OBSERVATORY
Il Sole 24 Ore
32
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
To give practical effect to this commitment, Sesa has adopted
a Group Environmental Policy and obtained environmental
certification for its activities by introducing an Environmental
Management System compliant with UNI ISO 14001:2015.
To capture all available synergies, the Environmental Policy
and its implementation are managed consistently across the
Group and aligned with its strategic objectives. This centralised
approach:
• defines environmental and sustainable industrial develop-
ment policies;
• develops guidelines for implementing the Group Environ-
mental Policy;
• iidentifies indicators and ensures that corporate actions
and their environmental impacts are monitored and con-
trolled;
• monitors developments in Italian and European Union
environmental legislation and provides implementation
guidance to subsidiaries;
• manages relationships with environmental bodies, institu-
tions and agencies.
ENVIRONMENTAL RISKS AND OPPORTUNITIES
Climate change is an increasingly significant risk factor. In
light of climate change, persistent geopolitical tensions and
the resulting volatility in energy and commodity markets,
companies and organisations are called upon to respond
proactively. The Sesa Group supports its stakeholders’ digital
transformation and energy-transition processes and intends to
play a leading role in Italy and the other markets in which it
operates.
With regard to the main climate-related risks for the company,
significant physical damage to Group sites arising from
temperature-, wind-, water- or ground-related hazards - and
therefore from potential extreme events such as fires, floods,
hurricanes or earthquakes - could affect operations, including
through service or business interruption. These impacts are
mitigated through appropriate business continuity plans and
organisational and security measures designed to protect the
business from disruption. A major incident would be unlikely
to have material adverse consequences for the Group’s
operations.
Conversely, the Group’s risk of generating adverse climate
impacts relates mainly to its ability to adopt effective
TAX REPORTING:
As of 30 April 2026, Sesa recognised taxes amounting to
€37,684 thousand. Of the total taxes recognised, 99.58%
relates to the EMEA region (Europe, the Middle East and
Africa), and specifically: €36,489 thousand in Italy (96.83%),
€219 thousand in Germany (0.58%), €51 thousand in France
(0.14%), €105 thousand in Romania (0.28%), €69 thousand in
Switzerland (0.18%), €17 thousand in Albania (0.05%), €141
thousand in Austria (0.37%), negative €137 thousand in Spain
(-0.36%), €138 thousand in the Netherlands (0.37%), and
€434 thousand in Slovenia (1.15%). The remaining 0.42% of
taxes relates to South America.
1.5. The Sesa Group and
the Environment
The Group is aware of the climate change affecting our planet
and recognises environmental protection as a resource for
human well-being. It is therefore committed to operating in
accordance with environmental protection principles and the
principles of sustainable development.
The Sesa Group’s environmental impacts arise mainly from:
• energy consumption at Group company offices. The
electrical systems installed at company sites are con-
nected to the public medium-voltage electricity distribu-
tion grid;
• natural gas consumption at Group company offices for
space heating and hot-water production;
• fuel consumption by the vehicle fleet and generators at
the Group’s main sites;
• waste generated at Group company sites.
1.5.1. Sesa’s Environmental Policy
Sesa conducts its business with the aim of protecting the
environment and managing natural resources sustainably. The
Group’s operational management is based on environmental
protection and energy-efficiency criteria and pursues the
continuous improvement of occupational health and safety
conditions and environmental protection.
33
www.sesa.it
The Sesa Group
emission-reduction measures, which also depend in part on
the energy purchased to conduct its operations. There may
also be a reputational risk associated with difficulty attracting
and retaining customers, employees, business partners and
investors should Sesa fail to achieve its climate-protection
objectives
Measures adopted to prevent and mitigate environmental risks
include the ISO 14001-certified Environmental Management
System and all initiatives designed to reduce greenhouse gas
emissions associated with the Group’s activities, primarily
its sites and business travel. These initiatives may initially
require higher capital expenditure before generating long-term
financial benefits and include the use of renewable energy.
n this context, the Digital Green VAS Sector should be noted.
With approximately Euro 400 million in revenue in FY 2026
and 100 specialised employees, it operates in technologies,
products and services for renewable-energy generation and
the efficient use of natural resources. During FY 2026, the
Group generated more than 1 million kWh of renewable energy
internally and improved its main emissions and consumption
indicators.
Sesa’s ESG Team, working directly with the Sustainability
Committee, collects and analyses environmental data,
periodically monitors indicators and helps build awareness and
train employees on these matters through events and internal
communication initiatives.
34
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
1.5.2. Enhancement of Natural Capital and
Responsible Use of Resources
In keeping with the protection and preservation principles
outlined above, Sesa implements a range of initiatives to
reduce and prevent potential adverse environmental impacts
arising from its activities. These include sourcing energy from
renewable sources. Sesa continuously monitors its energy
consumption and related emissions and promotes efficiency
programmes, including the following:
• monitoring waste generation, improving waste efficiency
and developing recovery activities, including separate wa-
ste collection. Improvement actions: extend ISO 14001
environmental certification to all main Group companies
and disseminate the Environmental Policy;
• adopting hybrid working and digital collaboration while
maintaining a predominantly on-site organisational model
across the Group’s workforce and offices;
• improving the awareness of personnel working within or
on behalf of the Group through information and training
programmes. Improvement actions: HR training;
• raising suppliers’ and contractors’ awareness of environ-
mental management principles. Improvement actions:
awareness-raising activities for employees and suppliers;
• aking action to maximise energy savings in offices and
sites and in vehicle-fleet management by favouring more
efficient and less polluting technologies. Improvement
actions: higher-efficiency lighting (LED), controlled pro-
cesses, high energy-efficiency materials, green-building
projects and certifications such as LEED;
• reducing the use of energy resources. Improvement
actions: plant maintenance and upgrades;
• optimising the use of automotive fuels. Improvement
actions: fleet renewal and innovative mobility-manage-
ment systems.
1.5.3. Low-Carbon Transition: Urban
Innovation Projects
TRANSITION TOWARDS CARBON NEUTRALITY
The Group is continuing decisively to integrate ESG criteria
into its business and is implementing an environmental
sustainability strategy focused on achieving carbon neutrality
in line with the United Nations 2030 Agenda. The Group’s
plan to neutralise its carbon footprint by 2030 is built around
three lines of action: monitoring and quantifying emissions;
continuously improving efficiency and reducing impacts; and
offsetting residual emissions that cannot be reduced.
A broad and multi-stage project in this area concerns
the implementation of environmental-impact reduction
programmes at the Empoli Technology Hub. In addition to
supporting the expansion of business activities at the site, the
project will reorganise the area in terms of road access, public
parking, public green spaces and services for employees and
residents. It will also reduce traffic-related pollutant emissions
through sustainable-mobility measures, including free public
parking linked to a bike-sharing station, public transport
connections and new cycle paths.
The project is divided into three distinct phases and involves
the construction of infrastructure and buildings using
environmentally sustainable, energy-saving materials,
techniques and technologies, including green-building
solutions and related certifications. It is intended to enhance
the Technology Hub by renewing relationships with the
local community, protecting residents’ health and well-
being, improving environmental quality and mobility, and
strengthening social and cultural activities.
SELF-GENERATION OF ENERGY RENEWABLE SOURCES
The Sesa Group directly generates a significant share of the
electricity it uses through its own photovoltaic systems. In
particular:
• 1.01 million kWh were generated in the year ended 30
April 2025;
• 1.09 million kWh were generated in the year ended 30
April 2026, an increase of 8% compared with the previous
year.
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Since FY 2022, Group policy has required the Group’s total
electricity demand to be covered by certified green energy.
In FY 2026, certified green energy - evidenced through the
cancellation of Guarantees of Origin - accounted for 97% of
total electricity supplied.
ENERGY EFFICIENCY
Each year, the Group invests in modernising its systems
and selects technologies designed to optimise efficiency
and reduce energy consumption. Sesa uses LED lighting,
controlled processes and high energy-efficiency materials
in compliance with the energy-saving requirements of EC
Ecodesign Directive 2009/125/EC. All air-conditioning systems
have also been replaced with more energy-efficient systems
using refrigerant gases with a lower environmental impact and
lower noise emissions.
1.5.4. Water Consumption and Waste
Management
In the interests of transparency and completeness, this section
reports water consumption and waste generation during the
financial year. Although these matters were not identified
as material for the Group through the double materiality
assessment, the available environmental data are disclosed as
evidence of the Group’s continued commitment to improving
its overall environmental performance.
Monitoring water consumption and waste management is
useful for assessing operational efficiency and the residual
environmental impacts of the Group’s activities, even though
those impacts are limited. The data presented cover the
Group’s scope of consolidation. The information in this section
was not subject to review by the independent auditor engaged
to provide limited assurance over the non-financial content of
this report.
Water Consumption
The Group’s water consumption relates exclusively to sanitary
use at Group company offices and to technological uses, such
as air-conditioning and fire-protection systems. During the
year, the Group continued to implement efficiency measures
designed to minimise potential water losses from systems
and ran internal awareness campaigns to encourage the
responsible use of natural resources. All water withdrawn
is supplied by municipal water networks and is classified as
freshwater, with total dissolved solids of no more than 1,000
mg/l.
As at 30 April 2026, total water consumption amounted to
45,375 cubic metres, down 9.5% from the previous year
and equivalent to 45.4 megalitres. Water withdrawals from
water-stressed areas amounted to 6,062 cubic metres, or 6.1
megalitres, representing 13% of total withdrawals, compared
with 15% in the previous year.
Water stress refers to the ability to meet demand for water from
people and ecosystems as a whole and therefore encompasses
water availability, quality and accessibility. Water-stressed
areas were assessed using the World Resources Institute’s
Aqueduct Water Risk Atlas, which identifies the level of water
stress in the areas in which Sesa operates.
During the year, the Group monitored and optimised the use of
water resources at its operating sites, with particular attention to
efficiency in operational processes. Water intensity, calculated
as total water consumption divided by Group revenue, was
12.53 cubic metres per Euro million, compared with 15.32
cubic metres per Euro million in the previous year.
The Group continues to limit its environmental impact
through sustainable water-management practices, including
recirculation systems, low-consumption technologies and
employee awareness initiatives focused on responsible
behaviour.
Waste
Municipal solid waste is managed by public waste-collection
services; consequently, the Group is unable to determine the
quantities generated or the disposal methods applied.
As at 30 April 2026, the Group generated 42.9 tonnes of waste,
compared with 28.4 tonnes in the previous year. The increase
primarily reflected the expansion of the Group’s operating
scope and the greater volume of activities carried out during
the reporting period. The expansion of operating sites, growth
in the workforce and the resulting increase in office activities
led to higher overall waste generation. Periodic replacement of
IT equipment and office furniture also contributed, particularly
through increased volumes of waste electrical and electronic
equipment (WEEE), which were properly sent for recovery or
disposal by authorised operators.
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
The Group continues to promote initiatives to prevent waste
generation, improve separate waste collection and increase
recovery rates, while monitoring the indicator’s development in
relation to business growth.
Hazardous waste totalled 8.5 tonnes, or 20% of total waste,
and related exclusively to exceptional disposals. Hazardous
waste decreased by 7% year on year, from 9.2 tonnes as at
30 April 2025.
All waste generated by the Group during the year was
managed through recovery operations that enabled it to be
recycled, avoided landfill disposal and contributed to resource
recovery in accordance with circular-economy principles.
1.6. Value and Supply
Chain
RELATIONSHIPS WITH SUPPLIERS CUSTOMERS
The Sesa Group seeks to establish relationships of trust with its
customers and suppliers, based on fairness and transparency.
The Group’s creation of sustainable value is reflected in its
relationships with customers and suppliers, which are founded
on continuous collaborative dialogue. Supply-chain risks
are carefully monitored and mitigated through preliminary
analyses and documentary requests that enable customers
and suppliers to be assessed thoroughly and in compliance
with applicable requirements.
Eighty per cent of environmental impacts are generated within
corporate supply chains, while progress towards objectives
concerning human and labour rights, health and safety, and
anti-corruption is closely linked to supply-chain management
- from supplier selection and engagement through to the
measurement of supply-chain sustainability performance.
Sesa assesses and verifies the ethical standing and
reputation of its main counterparties through due diligence
on the most significant third parties. This work is performed
by the Compliance function and seeks to identify pending
investigations, judgments or measures issued against
companies or their directors. A confirmed breach of the
principles set out in the relevant documents results in the
cancellation of ongoing evaluation or award processes and
may also lead to the termination of existing contracts.
THE SUPPLY CHAIN AND SELECTION OF NEW SUPPLIERS
In its relationships with suppliers, the Sesa Group applies
principles of fairness and transparency and uses impartial
selection procedures based on rules that include checks on
quality, technical and professional suitability, ethical conduct,
compliance with applicable regulatory standards and the cost-
effectiveness of the goods, services and works supplied.
The contractual standards applied to the Group’s strategic
supplies require suppliers to comply with the rules set out
in Legislative Decree 231/2001 and with the Group’s ethical
principles. The Group’s Code of Ethics includes a dedicated
section on supplier relationships, which must be managed
with the utmost cooperation, availability and professionalism
and in accordance with the principles of transparency, equality,
loyalty, fairness and competition. Compliance by each supplier
with the principles enshrined in the Group’s Code of Ethics is a
determining factor in establishing a contractual relationship.
New suppliers must be selected transparently and fairly, with the
aim of identifying counterparties that can best meet business
requirements in terms of cost and performance while limiting the
company’s exposure to potential risks as far as possible. As part
of the process for selecting key suppliers, Sesa Group companies
appropriately assess, in light of the business relationship, the
counterparty’s financial soundness and reliability, including
through specific self-certifications, searches of public and/or
system databases and the use of certified information services.
Supplier selection must also take account of the supplier’s
commitment to comply with the Organisation, Management and
Control Model adopted by the Group pursuant to Legislative
Decree 231/2001, or the existence of the supplier’s own Code
of Ethics based on principles consistent with those of the Sesa
Group.
Health, safety, environmental and broader ESG matters are
mandatory criteria for contracts awarded at Group sites,
regardless of contract value.
In this context, the Group assesses the processes and
procedures in force, the existence of management systems and
any certifications demonstrating compliance with the highest
international standards. In line with SA8000 and UNI/PdR
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13. As at 30 April 2026, suppliers subject to verification represented 90% of the relevant revenue base. The main vendors publish their conflict-minerals and sustainable-sourcing policies on
their websites.
125:2022, the Group also obtains and assesses information and
data on respect for human rights, the use of child labour, equal
treatment and compliance with best practices on diversity and
inclusion.
Suppliers whose performance is inadequate are subject to
corrective actions and may also be suspended or placed on a
blacklist in the event of poor performance, adverse information
or significant events, including unethical conduct; serious
environmental or occupational-safety incidents; serious non-
conformities identified through audits or on-site inspections;
failure to maintain documentation required by occupational-
safety legislation; or a documented failure to comply with legal
obligations.
The checks performed showed that Sesa Group suppliers are
paying increasing attention to ESG matters. The assessment
resulted in an overall rating of predominantly favourable,
reflecting adequate risk management, a good level of control and
a favourable control environment.
CUSTOMER RELATIONSHIPS
Changes in the competitive environment faced by IT companies
as they support digital transformation, together with the resulting
changes in customer behaviour and expectations, are of growing
strategic importance. The Sesa Group’s creation of sustainable
value is expressed first and foremost through its pursuit of
the highest level of customer and user satisfaction, which is
also formalised in its quality-management system policy. The
continuous improvement of quality standards remains a primary
Group objective. Service quality is periodically monitored and
customers receive appropriate and timely information about
any changes in service provision. Sesa encourages customer
interaction and the rapid management and resolution of any
complaints through appropriate communication systems,
prioritising dialogue characterised by the highest professionalism
and respect for the Group’s core values. Sesa’s ISO 9001
certification, together with the continued certification of the
other main Group companies, has enabled the adoption of a
management system focused on customer satisfaction, including
through dedicated surveys.
CONFLICT MINERALS
As at 30 April 2026, there were no material customer
complaints.The Sesa Group is aware of the human,
social and political consequences of trading in and
sourcing minerals from conflict-affected areas. It supports
efforts to combat violence, human-rights violations and
environmental degradation associated with the extraction
and sale of certain minerals originating in the geographical
area defined as the Conflict Region.
Sesa is committed to applying and promoting ethical conduct,
respect for human rights and responsible social practices
transparently and responsibly. Its transactions are guided by
the United Nations Guiding Principles on Business and Human
Rights and the OECD Due Diligence Guidance for Responsible
Supply Chains of Minerals from Conflict-Affected and High-Risk
Areas.
In accordance with the Conflict Minerals Policy approved by the
Board of Directors on 19 December 2022 and with the principles
of social responsibility, human rights and non-discrimination
set out in the Code of Ethics, the Sesa Group undertakes to::
(i) refrain from knowingly purchasing or using metals originating
from mines in the Conflict Region or otherwise not certified as
conflict-free;
(ii) require its suppliers to perform an appropriate assessment of
their own supply chains.
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Summary of supply chain verification
activities as of April 30, 2026
% strategic suppliers subject to verification 70%
% strategic suppliers at high sustainability risk subject to verification 90%
% total suppliers subject to verification 75%
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1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Strategy and
risk management
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42
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
2.1. Group Strategy and
Sustainable Development
Goals (SDGs)
SUSTAINABILITY AS A CORE VALUE AND STRATEGIC DRIVER
For Sesa, sustainability is both a core value and a strategic
driver. It is a value first and foremost because, in keeping with
the principles of corporate social responsibility, the Company
intends to contribute to environmental protection and social
progress. It is also a strategic choice, because innovating
business models, improving resource-use efficiency and
reducing environmental impacts are decisive factors for
economic competitiveness and productivity.
Sesa has progressively focused its efforts and commitment
on improving its sustainability profile. Through an ongoing,
proactive process involving management, employees, the
Sustainability Team, analysts and institutional stakeholders,
Sesa has explored ESG matters in greater depth and identified
its priorities for the years ahead.
To ensure that these priorities become meaningful strategic and
operational levers, Sesa has linked a portion of management’s
variable remuneration to their achievement. Consistently with
the amendments to the Articles of Association approved on
27 January 2021, which are intended to direct the Directors’
efforts towards the pursuit of sustainable success, Sesa has
embarked on a process designed to give greater prominence
to sustainability matters and integrate ESG key drivers into
the variable cash remuneration of top management, with non-
financial parameters accounting for approximately 50%.
In line with this shared-value creation journey, Sesa renewed
its participation in the United Nations Global Compact as a
Participant, confirming its formal and substantive commitment
to promoting a healthy, inclusive and sustainable global
economy that respects human rights and labour rights, protects
the environment and actively upholds integrity in every aspect
of business.
2.1.1. Sustainable Development Goals
Sustainability is an essential reference value in Sesa’s strategy.
Accordingly, this Integrated Annual Report also reports on the
Group’s activities by reference to the sustainability goals set out
in the United Nations 2030 Agenda. This section describes the
Group’s principal key issues. When defining its sustainability
strategy, Sesa takes account of the targets established for the
achievement of the 17 Sustainable Development Goals (SDGs)
of the United Nations 2030 Agenda in order to determine the
Company’s strategic priorities and develop policies, objectives
and actions capable of creating value.
THE UNITED NATIONS 2030
AGENDA
In 2015, the United Nations adopted the global 2030 Agenda
for Sustainable Development, comprising 17 Sustainable
Development Goals (SDGs). Mindful of its social role, Sesa
has embarked on a path to align its organisation and business
activities with the direction set by the 17 SDGs. To support its
participation in the United Nations Global Compact, the Group
carried out a specific assessment of the interrelationships
between material sustainability matters and the Sustainable
Development Goals.
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ACHIEVE GENDER EQUALITY AND
EMPOWER ALL WOMEN AND GIRLS
The Group’s sustainability strategy is primarily focused on the following eight SDGs.
This Goal concerns social effectiveness through equal
opportunities, women’s empowerment, inclusion and fairness
as drivers of social and economic development. What Sesa
intends to do: strengthen Group procedures and structures
so as to foster an organisational environment in which women
and men have equal opportunities to fulfil their potential and
can contribute equally to Sesa’s economic and social growth.
The main objectives are to prevent all forms of gender-based
violence; close the gender gap in the labour market; achieve
full equality of participation across the different business
sectors; address and mitigate any pay gap where it exists; and
close the gap and achieve gender balance in decision-making
processes.
PROMOTE SUSTAINED, INCLUSIVE AND
SUSTAINABLE ECONOMIC GROWTH, FULL
AND PRODUCTIVE EMPLOYMENT AND
DECENT WORK FOR ALL
ENSURE ACCESS TO AFFORDABLE,
RELIABLE, SUSTAINABLE AND MODERN
ENERGY FOR ALL
This Goal encapsulates the meaning of sustainable business:
economic productivity through innovation, inclusion and
diversity management; respect for human and labour
rights; decent, safe and secure workplaces; and social and
professional growth. What Sesa intends to do: support
economic growth by creating fairly remunerated jobs that
enable Sesa Group employees to enjoy a satisfactory standard
of living and a healthy work-life balance. Improve the well-being
of people, businesses and organisations through technological
innovation and digital transformation. Promote development-
oriented policies that support productive activities. Protect
the right to work and promote a healthy working environment
offering the highest standards of safety for all workers.
This Goal seeks to ensure universal access to clean,
sustainable and affordable energy, with particular attention
to the generation and use of renewable energy. Its purpose
is to promote an energy transition that reduces dependence
on fossil fuels and supports the development of low-impact
technologies, thereby contributing to the fight against climate
change. What Sesa intends to do: strengthen its formal
commitment to energy sustainability by both increasing its
own generation of renewable energy and expanding the
procurement of green energy from certified suppliers. The
aim is to progressively reduce the environmental impact
of the Group’s activities, contribute to decarbonisation and
support the transition towards a more responsible energy
model. Through targeted investments, efficient technologies
and informed choices, Sesa intends to promote energy use
consistent with circular-economy principles and the objectives
of the 2030 Agenda.
BUILD RESILIENT INFRASTRUCTURE,
PROMOTE INCLUSIVE AND SUSTAINABLE
INDUSTRIALISATION AND FOSTER
INNOVATION
This Goal is linked to investment in sustainable infrastructure
and technological innovation in order to promote economic
growth, create lasting employment and enhance employee
well-being. Goal 9 aims to build resilient infrastructure,
promote inclusive development and support innovation by
using resources effectively and efficiently and encouraging
environmentally sustainable technologies and production
processes. What Sesa intends to do: develop high-quality,
reliable, sustainable and resilient infrastructure to support
economic development and individual well-being. Promote
inclusive and sustainable economic development while
steadily increasing employment.
44
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
TAKE URGENT ACTION TO COMBAT
CLIMATE CHANGE AND ITS IMPACTS
This Goal addresses climate change, the primary global
emergency. It calls for monitoring, mitigation and adaptation
in order to build resilient value chains. What Sesa intends
to do: integrate climate-change measures into policies,
strategies and planning; raise stakeholder awareness of
climate change; and promote technologies that strengthen
the effective planning and management of climate-related
and environmental initiatives, encouraging the conservation of
natural resources and the use of green energy sources.
PROMOTE PEACEFUL AND INCLUSIVE
SOCIETIES FOR SUSTAINABLE
DEVELOPMENT, PROVIDE ACCESS TO
JUSTICE FOR ALL AND BUILD EFFECTIVE,
ACCOUNTABLE AND INCLUSIVE
INSTITUTIONS AT ALL LEVELS
This Goal concerns business integrity and sustainable governance.
It promotes compliance with external and internal laws, regulations
and governance principles and virtuous conduct in relationships
within the organisation and with all business and non-business
stakeholders. What Sesa intends to do: support initiatives
designed to combat abuse and exploitation; ensure public access to
information in accordance with national legislation and international
agreements; and promote and enforce non-discriminatory laws.
REDUCE INEQUALITY WITHIN
AND AMONG COUNTRIES
This Goal focuses on reducing inequalities within and among
countries. By 2030, equal opportunities should be ensured by
eliminating discriminatory laws, policies and practices. What
Sesa intends to do: strengthen and promote the social and
economic inclusion of all people, irrespective of age, sex,
disability, race, ethnicity, origin, religion, economic status or
any other condition. Ensure equal opportunities and reduce
inequalities of outcome, including by eliminating discriminatory
policies and practices of every kind.
STRENGTHEN THE MEANS OF
IMPLEMENTATION AND REVITALISE THE
GLOBAL PARTNERSHIP FOR SUSTAINABLE
DEVELOPMENT
This Goal concerns the sharing of efforts towards
sustainability through partnerships and investments aimed at
creating shared value. What Sesa intends to do: establish
and strengthen partnerships and alliances for sustainable
development with businesses, trade associations, universities
and organisations, including non-profit organisations.
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2.2. Creating Long-term Sustainable Value for
All Stakeholders
Sesa’s business model is based on sustainable growth,
transparency, the development of talent and diversity,
environmental protection and value creation for stakeholders.
The industrial development plan and ESG objectives coexist
and are interconnected, with the aim of making a tangible
contribution to achieving the Sustainable Development Goals
defined by the United Nations.
Sesa’s business model is designed to create sustainable and
shared value over time for all stakeholders. It is underpinned
by the six capitals-financial, manufactured, intellectual,
human, relationship and social, natural capital—on which
the organisation depends in order to ensure the quality of the
services it provides.
In keeping with this evolution, Sesa is implementing an
integrated approach to value creation, developing a virtuous
circle between its corporate mission and value creation for
stakeholders.
In particular, the commitment to developing an innovative and
distinctive offering has led Sesa to establish an integrated
shared-value creation model by enhancing:
• human capital, enabling people to continuously impro-
ve their skills, capabilities and understanding within the
Group’s strategy;
• social and natural capital, monitoring and minimising
the impact of its activities on environmental resources
and on the communities in which the Group operates;
• relationship capital, sharing behavioural and relational
values with partners, suppliers and stakeholders;
• intellectual and financial capital, enhancing the deve-
lopment of services through research and innovation pro-
cesses throughout the chain.
Sesa’s business model is founded on this strategic approach
and aims to create and distribute sustainable value over the
short, medium and long term across all the capitals identified
by the International Integrated Reporting Framework, while
responding to the global challenges represented by the 17
United Nations Sustainable Development Goals to which the
Company makes a tangible contribution. The SDGs selected
by the Group have been linked to Sesa’s material sustainability
matters and to the innovative, social and environmental
projects implemented by the Group.
2.2.1. Value Distributed to Stakeholders
The Sesa Group pursues the sustainable generation of value
for its stakeholders, with whom it aims to develop transparent,
long-term relationships.
The year ended 30 April 2026 shows a further improvement
in ESG performance, with net economic value distributed
amounting to Euro 490.1 million, or 89.0% of the total, up
8.8% on the previous year. Net economic value retained to
support investment and future growth increased from Euro
51.9 million at 30 April 2025 to Euro 60.4 million at 30 April
2026.
The following statement of economic value generated is a
reclassification of the consolidated income statement and
shows the wealth generated and distributed by the Group to its
stakeholders during the year ended 30 April 2026. In particular,
this reclassification provides a quantitative measure of the
Value distributed to Stakeholders
(Euro thousands) 04/30/2026 04/30/2025 04/30/2024
Net added value 550,517 502,364 457,826
Net economic value distributed 490,070 450,432 390,263
Net economic value retained 60,448 51,932 67,563
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1. The Sesa Group 2. Strategy and risk
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Our capital
Financial Capital
The financial resources used to make
the investments required for the Group’s
sustainable growth.
Human Capital
The capabilities, skills and experience
of the Group’s people: the key lever
for achieving its strategic objectives.
Social and Relationship Capital
The trust that stakeholders
place in the Group.
Manufactured Capital
The Group’s extensive network
throughout Italy and strong
international presence.
Intellectual Capital
Information systems, internal processes
and procedures, practices developed
and consolidated over time, and the Group’s
approach to innovation.
Social Capital
Relationships with the communities
in the areas in which the Group operates.
• Distribution of value
to stakeholders
• Sustainable Development
• People development
• Employee well-being
• Appreciation of diversity
• Inclusion
• Increase in asset value
• Quality of services
• Stronger stakeholder relationships
• Process efficiency
• Innovative partnerships
• Climate-change mitigation
• Development of the
Digital Green VAS Sector
Strategy
WE CREATE VALUE
FOR ALL STAKEHOLDERS
WE PROMOTE PEOPLE’S
WELL-BEING
WE SUPPORT
RESPONSIBLE CHANGE
WE BUILD A DIGITAL
AND SUSTAINABLE FUTURE
ESG scorecard
• Emissions reduction
• Sustainable mobility
• Energy efficiency
• Diversity and inclusion
• Health and safety
• Sustainable supply chain
• Relationships with local communities
• Reliability
• Quality
• Compliance
• Risk management
E
S
G
Vision 2030
• Focus on the ESG Strategy
• Sustainable development
of the organization
• Aggregation of digital competencies
• Enabling sustainable business models
• A leading player in the digital industry
• Sustainable growth for all stakeholders
Revenue and Figures
• Revenue: €3.6 billion
as of 30 April 2026
• Economic value distributed:
€490 million
• Operations in more
than 10 countries
• More than 150 branches
and offices
Sustainable Value Creation Model
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organisation’s ability to create value for its stakeholders. The
Sesa Group’s net value added at 30 April 2026 amounted to
Euro 550.5 million, up 9.6% year on year, and was distributed
as follows:
• employee remuneration amounted to Euro 395.6 million,
up 10.2% year on year, following the slight increase in
headcount and the enhancement of the Welfare Plan;
• remuneration of the public administration amounted to
Euro 39.7 million, up 17.2% on the previous year, and
mainly comprised current taxes;
• shareholder remuneration, through dividends relating to
the year ended 30 April 2026, was determined at approxi-
mately Euro 20.1 million, equal to Euro 1.33 per share.
In terms of the percentage distribution of net value added,
employees remain the stakeholder group benefiting most from
the wealth created by the Group, accounting for 72% of the
total, compared with 71% in the previous year and 65% in FY
2024.
Economic value retained amounted to Euro 60.4 million,
compared with Euro 51.9 million at 30 April 2025, supporting
the Group’s investment in long-term growth.
Economic value generated and distributed
(Euro thousands) 30 April 2026 % 30 April 2025 %
Change
2026/2025
Net revenue 3,565,285 98.4% 3,214,550 98.2% 10.9%
Other income 55,526 1.5% 58,570 1.8% -5.2%
Profit of companies accounted for using the equity method 896 0.0% 952 0.0% -5.9%
Economic value generated 3,621,707 100.0% 3,274,072 100.0% 10.6%
Reclassified operating costs (purchases, services, etc.) (2,962,751) -81.8% (2,676,923) -81.8% 10.7%
Depreciation, amortisation, impairment losses
and other non-cash costs
(108,439) -3.0% (94,785) -2.9% 14.4%
Net value added 550,517 15.2% 502,364 15.3% 9.6%
Employee remuneration 395,588 71.9% 358,836 71.4% 10.2%
Remuneration of lenders* 34,611 6.3% 42,201 8.4% -18.0%
Shareholder remuneration** 20,144 3.7% 15,495 3.1% 30.0%
Remuneration of the public administration 39,727 7.2% 33,900 6.7% 17.2%
Net economic value distributed 490,070 89.0% 450,432 89.7% 8.8%
Self-financing 60,448 11.0% 51,932 10.3% 16.4%
Economic value retained 60,448 11.0% 51,932 10.3% 16.4%
(*) Equal to the balance of net financial income and expenses.
(**) Determined on the basis of the proposal of the Board of Directors of 16 July 2026, relating to 30 April 2026, submitted for approval to the Shareholders’ Meeting of 27 August 2026 (28 August
2026 on second call).
The Sesa Group’s 2026 value added of approximately Euro 550.5 million comprised Euro 60.4 million in economic value retained
(self-financing) and Euro 490.1 million in economic value distributed.
48
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Distribution of the net value generated
20.14 Mn
60.44 Mn
39.72 Mn
Shareholders
Self-financing
Public administration
34.61 Mn
395.58 Mn
Lenders
Employees
2.3. Responsible
Business Conduct: Ethics,
Compliance and the
Management of Risks and
Opportunities
2.3.1. Internal Control and Risk Management
System
The development of the Sesa Group has made it necessary to
progressively strengthen and further integrate the components
of its internal control system. The risk-governance model has
been developed in line with best practices and in compliance
with the Corporate Governance Code and the Group’s
Organisational Model pursuant to Legislative Decree 231/2001.
It is structured across three levels, assigns distinct roles and
responsibilities to the various organisational units and provides
for appropriate information flows to ensure its effectiveness.
To address the risks to which it is exposed, the Group has
adopted suitable corporate-governance safeguards and
appropriate management and control mechanisms. More
specifically, the Internal Control and Risk Management
71.9%
3.7%
7.2%
6.3%
11.0%
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Strategy and risk management
System (the “ICRMS”) comprises the rules, procedures and
organisational structures designed to ensure the effective
and efficient identification, measurement, management and
monitoring of the main business risks, thereby contributing to
the Company’s sustainable success.
Enterprise Risk Management processes are integrated into
business processes and are continuously improved with
the aim of fostering innovation and promoting an effective
organisational culture of risk management and mitigation.
The organisational structure for managing business risks is as
follows:
• Control and Risk Committee: supports the assessmen-
ts and decisions of the Board of Directors concerning the
internal control and risk management system;
• Board of Directors: acting collectively, provides direction
and assesses the adequacy of the ICRMS. In particular,
with regard to the non-financial matters covered by this
Integrated Annual Report, the Board is primarily respon-
sible for defining the ICRMS guidelines in a manner con-
sistent with the Company’s strategic objectives and risk
profile and with a view to medium- and long-term sustai-
nability;
• Compliance Officer, as a second-level control function,
periodically verifies the companies’ compliance with ap-
plicable regulations and, in accordance with industry best
practices, checks that activities comply with laws, super-
visory-authority measures, self-regulatory provisions and
contractual commitments to customers;
• Internal Audit: systematically assesses the effectiveness
and efficiency of the ICRMS as a whole, as a third-level
control function, reports the results of its work to senior
management and coordinates with the other corporate
control bodies;
• Management Control Committee: by monitoring the
adequacy of the Company’s organisational, administrati-
ve and accounting structure, oversees the effectiveness
of the ICRMS as the apex of the Company’s supervisory
system;
• Supervisory Body pursuant to Legislative Decree
231/2001: assesses the adequacy of the Organisational
Model pursuant to Legislative Decree 231/2001, with par-
ticular regard to its effectiveness in preventing unlawful
conduct, and continuously monitors its implementation
and compliance.
GOVERNANCE
Supervision
People
Technologies
Risk
identification
Risk
evaluation
Risk
response
Risk
monitoring
Processes
INFRASTRUCTURE
RESPONSIBILITY
The BoD defines and supervises the guidelines of the audit and risk management
system.
The Control and Risk Committee, the Management Control Committee,
and the Supervisory Body, are control bodies aimed at supervising.
The Internal Audit gathers the risk assessment and monitoring results and plans
the control activities.
The second-level departments define the
processes, procedures and methodologies
intended to control the risk areas.
The Business Units identify, assess, and process
risks with reference to the set goals and
processes carried out by adequately informing
the corporate higher levels.
Risk governance model
50
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
2.3.2. Risk Management and Mitigation Matrix
The Sesa Group has adopted specific procedures for managing
the risk factors that may affect its financial performance and
position. These procedures reflect a management approach
founded on the values set out in the Group’s Code of
Ethics: integrity, fairness and transparency, professionalism,
sustainability and business continuity, and care for people and
stakeholders-and focused on pursuing sustainable-growth
objectives for stakeholders.
PRINCIPAL RISKS AND UNCERTAINTIES:
• EXTERNAL RISKS
Risks related to the macroeconomic environment
and the IT market: an adverse trend in the economy and
the IT sector at national and/or international level could
negatively affect growth in IT demand, with consequent
effects on the Group’s operations, financial performance
and position. The IT market is also highly competitive, and
the Group competes with multinational operators as well
as domestic players.
To address these risks, the Group pursues a strategy
of broadening its value-added offering by delivering
competitive, efficient and innovative services. The IT
market is also characterised by rapid technological change
and a continuous evolution in the professional profiles
and skills required. Maintaining a competitive advantage
therefore calls for the ongoing development of expertise
and product offerings and the strategic management
of relationships with international vendors. The Group
continuously analyses market trends and opportunities in
order to anticipate changes in customer needs through
the development of internal expertise, the aggregation
of external specialisms and investment in research and
development.
Risks related to supplier dependence: the Group
could be exposed to risks arising from concentration on a
relatively limited number of suppliers; the loss of contracts
could lead to lower revenue and profitability. At 30 April
2026, however, the Group had more than 100 strategic
partnerships with international vendors, dependence on
any single vendor was below 10%, and the business was
becoming increasingly diversified.
Risks related to cyberattacks and personal-data
protection: rapid technological developments and the
growing frequency and severity of cyberattacks could
expose the Sesa Group to cyber incidents, including attacks
using innovative techniques. For several years, the Group
has been progressively strengthening its cybersecurity
measures and technical expertise. Sesa makes significant
investments in its cyber-risk management model from
a business-continuity perspective, adopting leading
technologies and methodologies for identification and
protection, implementing procedures, training personnel,
and carrying out careful assessments and periodic risk
reviews, including in relation to third parties.
Risks related to the integration of corporate
acquisitions: the Group intends to continue pursuing
bolt-on industrial acquisitions and investments to
enhance and add expertise, services and solutions and
support market expansion. Investments made through
strategic acquisitions may increase the complexity of
the Group’s operations and affect expected profitability.
To address these risks, the Group has established a
Corporate Integration Team responsible for all stages of
bringing newly acquired companies into the Group, with
progressive waves of corporate integration covering
Human Resources, Information Technology, Legal &
Corporate Affairs, Administration and Finance, and for
guiding the business combination of target companies
within the Group’s Strategic Business Units.
Risks related to developments in the technology,
IT-services and digital-services markets: the Group
operates in sectors characterised by rapid and far-
reaching technological change and the constant evolution
of professional skills and expertise. Its future development
will therefore also depend on its ability to anticipate
technological developments and evolve the content of
its services, including through significant investment
in research and development or effective and efficient
extraordinary transactions.
Competition risks: the Group operates in highly
competitive sectors both in Italy and in all the other markets
in which it is active. It therefore competes in demanding
environments with both locally established operators and
multinational groups. Certain competitors may be able
51
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Strategy and risk management
to expand their market share to the Group’s detriment.
To address these risks, the Group offers innovative IT
services and distinctive digital solutions and invests in
human capital, its principal asset.
Risks related to changes in customer requirements:
the success of the Sesa Group’s activities also depends
on its ability to understand, anticipate and meet
customers’ digital-transformation needs. The Group’s
solutions are subject to rapid technological change which,
together with growing or changing customer requirements
and their need for digitalisation, could lead to demands
for increasingly complex projects requiring substantial
effort and potentially affecting profitability. By proposing
a distinctive offering and developing services that are
innovative and competitive compared with those of its
main competitors, the Group has continued to increase
its market share, with a significantly positive effect on its
financial performance and position.
Risks related to changes in the regulatory framework:
the Group is exposed to the risk of breaches of the laws and
regulations governing its activities, notably legislation on
occupational health and safety, environmental protection,
intellectual-property rights, privacy, the administrative
liability of entities under Legislative Decree 231/2001,
and liability under Law 262/2005, including tax legislation.
Appropriate procedures and specific control activities
have been implemented to mitigate these risks.
INTERNAL RISKS
Risks related to dependence on key personnel: Sesa’s
future development depends to a significant extent on
certain key members of management. The loss of these
individuals, if they could not be replaced adequately
and promptly by people with equivalent experience and
expertise, could reduce the Group’s competitive capacity.
An inability to attract and retain new, qualified people
could also adversely affect the Group’s prospects and
financial performance. To address this risk, the Group
has implemented retention and long-term incentive
plans, including equity-based programmes. Management
nevertheless believes that Sesa S.p.A. and the Group
have an operating structure capable of ensuring continuity
in the management of corporate affairs.
Risks related to failure to fulfil contractual and
compliance obligations: the Group provides technology-
intensive IT solutions and services and enters into
contracts that may include penalties for failure to meet
agreed deadlines, service levels and quality standards.
Such penalties could adversely affect the Group’s financial
performance and position. To mitigate this risk, the Group
has adopted procedures for managing and monitoring the
services provided and has taken out appropriate insurance
cover. Compliance risks are managed through policies
and procedures, including the adoption of Organisational
Models pursuant to Legislative Decree 231/2001 by the
Parent Company and the principal subsidiaries, with a
view to minimising compliance risks, particularly tax and
legal risks.
Reporting risk: this risk relates to the reliability of periodic
financial reporting and represents the possibility that an
individual financial-statement area or group of transactions
may contain material errors irrespective of the internal
controls established by the Company. To address this risk,
the Company has identified and formalised in a dedicated
database the internal controls designed to prevent
reporting risk. The database is continuously updated, and
the controls are tested for effectiveness every six months
on a sample basis.
• MARKET AND FINANCIAL RISKS
Credit risk: this is the risk of potential losses arising
from customers’ failure to meet their obligations. It is
continuously monitored and mitigated through information
systems, customer-assessment procedures and credit-
risk hedging instruments, including insurance and non-
recourse factoring. The Group also recognises and
periodically monitors a specific loss allowance for trade
receivables.
Liquidity risk: the ordinary operations of Sesa Group
companies generate working-capital requirements and
a corresponding financial exposure. Liquidity risk is
managed through periodic cash-needs planning and
financing by means of loans and credit facilities, principally
centralised with the Group’s three main operating and
holding companies: Computer Gross S.p.A., Var Group
S.p.A. and Base Digitale Group S.p.A.
52
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Interest-rate risk: Group companies conduct commercial
activities characterised by seasonal working-capital
requirements. At certain times of the year, some Group
companies may have financial exposure to the banking
system arising from the need to finance working capital.
Such requirements are financed through floating-rate
borrowings, whose cost is exposed to changes in interest
rates. At 30 April 2025, the Group had no interest-rate
derivatives outstanding. In view of the Group’s moderate
level of indebtedness, its risk-management policy does
not provide for the use of derivatives to hedge interest-
rate risk.
Foreign-exchange risk: Group companies do not
operate to a significant extent in foreign markets and
essentially use the euro for commercial and financial
transactions. Purchases of IT products in foreign currency
are mainly centralised at Computer Gross S.p.A. and
relate exclusively to the US dollar. The Group does not
enter into foreign-currency derivatives other than forward
currency purchases used to hedge exchange-rate risk.
Given the Group’s limited foreign-exchange exposure
and its hedging activity through forward transactions, the
results of sensitivity analyses assessing a hypothetical
appreciation or depreciation of the euro were not
significant.
Price risk: at 30 April 2026, the Group did not hold
financial instruments or significant equity investments
listed on securities markets, other than treasury shares
deducted from equity and capitalisation policies issued
by leading financial institutions. With regard to inventory
impairment risk, Group companies engaged in marketing
IT products monitor this management exposure through
periodic surveys and analyses to identify any risk of
inventory obsolescence.
• ESG RISKS
Environmental risk: environmental matters and the
related risks require assessment and the definition of
mitigation plans. The potential and actual risks analysed
by the Group include the intensification of extreme weather
events, increases in the cost of certain raw materials,
the introduction of regulations intended to curb climate
change and possible changes in customer purchasing
habits. In addition to climate-related risks, the Group
identifies environmental risks arising from non-compliance
or incomplete compliance with applicable laws and
regulations, which could lead to criminal penalties and/
or financial sanctions, and from environmental-pollution
events such as uncontrolled emissions, inadequate waste or
wastewater disposal, or spills of hazardous substances into
soil. The Group is committed to preventing and mitigating
environmental risks through various initiatives and projects.
It has defined rules, processes and control activities to
prevent and manage environmental risks originating
from suppliers of processing services and raw materials
through the adoption of the Code of Ethics, the Conflict
Minerals Policy and the Environmental Policy. The Group
also manages risks arising from temporary interruptions to
operations caused by external or natural events through a
range of initiatives, including business-continuity plans and
insurance policies covering loss of integrity of corporate
assets and damage arising from business interruption.
Personnel-related risk: this risk concerns the
management of employees, contractors and people in
equivalent positions, including actions taken to protect
health and safety in the workplace, ensure gender equality
and maintain proactive dialogue with social partners.
Risk relating to active and passive corruption: this
risk concerns the possible occurrence of events and/or
circumstances involving active or passive corruption. The
Group is committed to systematically updating its social
and environmental policies and periodically monitors the
related risks. At 30 April 2026, as in the previous year,
no sanctions had been imposed for environmental or
human-rights violations or discriminatory conduct.
53
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Strategy and risk management
1
2
3
4
DEFINITION OF
CONTEXT AND
IDENTIFICATION
OF RISKS
MONITORING AND
CONTROL OF RISKS
ASSESSMENT OF
POTENTIAL RISKS
AND THE RELATED
IMPACTS
DEFINITION OF
PRIORITIES AND
ASSESSMENT OF
MITIGATION ACTIONS
Analysis of the reference
context and definition of
risk assessment goals
and criteria, including
levels of acceptance and
tolerance
Review of risk scenarios and mitigation plans
with a view to continuous improvement
Presentation of the results of the process for managing risks
to top management and corporate bodies
Periodic monitoring
of exposure to risk
and status of strategy
implementation
Assessment of key
events that could affect
the achievement of
business targets
Selection, assessment
and implementation of
mitigation actions and
related risk management
strategies
54
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
2.3.3. Compliance and Anti-corruption
MITIGATION MATRIX
Sesa places particular emphasis on compliance and anti-
corruption and carries out numerous activities to verify
alignment with the external and internal regulatory framework
and prevent non-compliance risks, which could result in
sanctions, financial losses, adverse administrative measures
and reputational consequences. Anti-corruption is also covered
by the Company’s Internal Control System, whose principal
Compliance and risk monitoring
Areas Risks Mitigation actions
External risks
Risks associated with the macroeconomic
context and the IT 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
Internal Risks
Risks related to dependence
on key personnel
Retention and loyalty plans for key personnel within the Group
Risks associated with breach
of contract and of compliance
Policies and procedures for managing and monitoring the services provided
Adoption of a Model 231 and a Code of Ethics Insurance cover
Reporting risk
Administrative-accounting procedures
Testing the effectiveness of controls
Risk related to Privacy and GDPR Policies and procedures to ensure privacy and security
Market and
financial risks
Credit 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
ESG risks
Environmental risk (consumption, emissions, waste)
ESG policies and waste management procedures
Green procurement policies
Monitoring of environmental regulations and ESG ratings ISO 14001
Certified Management System
Appointment of Mobility Manager
Risk related to personnel and the working
environment
Worker health and safety policies and procedures
SA 8000 Certified Management System
Risk in the fight against active and passive
corruption
14
Code of Ethics
Model 231
Approval and verification policies and procedures
14. With regard to relations with the Public Administration, examples of risk activities include submitting untrue declarations to national or local public institutions in order to obtain public grants
or the award of contracts, or using public funds for purposes other than those for which they were granted. More specifically, the risk of corruption in dealings with the Public Administration
is also associated with participation in calls for tenders for the award of direct or indirect funding for Research and Development activities. To date, such funding is immaterial in relation to the
Group’s business volume.
55
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Strategy and risk management
instrument is the Organisational Model pursuant to Legislative
Decree 231/2001.
INTERNAL COMPLIANCE
MODEL 231
The Organisational and Management Model pursuant to
Legislative Decree 231/2001 addresses the administrative
liability of legal entities, under which companies may be held
liable—and consequently subject to financial penalties—for
certain offences committed or attempted in their interest or for
their benefit by directors or employees.
Sesa’s Organisational Model pursuant to Legislative Decree
231/2001 forms part of the broader corporate internal-control
system and constitutes one of its distinctive components.
In addition to acting as a deterrent to unlawful conduct, its
adoption is intended to support a culture based on fairness
and transparency in business dealings.
The Model connects the various areas of the Internal Control
and Risk Management System adopted by the Group’s
principal companies. The ICRMS is defined as the set of rules,
procedures and organisational mechanisms implemented
by senior management for the identification, measurement,
management and monitoring of the main business risks.
SUPERVISORY BODY
In implementation of Legislative Decree 231/2001 and
consistently with the Articles of Association, the Board
of Directors appointed a Supervisory Body, responsible
for overseeing the operation of and compliance with the
Organisational Model and for ensuring that it is kept up to date.
The Supervisory Body monitors the operation of and compliance
with the Model, and monitors and assesses implementation of
the preventive measures, reporting periodically to the Board of
Directors and the Management Control Committee.
In accordance with the principles of Legislative Decree
231/2001, the Group’s Model 231 provides for a channel
for reporting breaches, including anonymously (so-called
‘whistleblowing’), guaranteeing the protection of those making
reports and the complete confidentiality of their identity.
CODE OF ETHICS
Sesa first adopted its own Code of Ethics in 2012; it has
since been extended to and adopted by all the Group’s
principal companies. The Group Code of Ethics describes
the values and standards of conduct that guide Sesa’s and
its subsidiaries’ Directors, management and employees, as
well as everyone acting on their behalf, in pursuing corporate
objectives. Further details are available in the document
published in the Governance section of the Company’s
website:https://www.sesa.it/governance/modello-231-e-
codice-etico/.
CODE OF CONDUCT
The Group has also adopted a Code of Conduct containing
guidelines on legal and professional obligations, customer
relationships and other business relationships, organisational
and administrative provisions, and personal conduct.
It is founded on the values and standards of professional and
personal conduct generally required by the organisation.
Together with and in support of the Code of Ethics, the
Group’s Code of Conduct defines the fundamental principles
underlying the Group’s reputation and the values that
inspire its day-to-day operations and sets out the standard
of conduct required of all Sesa employees and contractors.
56
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
REGULATORY COMPLIANCE
The Group is committed to continuously ensuring full compliance with all applicable legislation by implementing and monitoring specific
control safeguards. The principal regulatory requirements and active integrated controls are set out below.
Compliance and risk monitoring
Scoope Reference legislation Integrated control structures
Occupational safety
Legislative Decree 81/2008 consolidated
law on occupational safety
Activation of legal safeguards
Regular information flow from RSPP
Data security
Legislative Decree 196/2003 - Italian Personal
Data Protection Code;
Regulation (EU) 2016/679 -
General Data Protection Regulation (GDPR)
Adaptation of existing controls to the European GDPR regulation
Regular reporting by the DPO
Adoption of a certified management system in compliance with ISO 27001
Financial reporting
Law 262/2005 regulation for the
protection of savings and financial markets
Adoption of specific controls on administrative procedures of the statutory and
consolidated financial statements, as well as other communications of a financial nature
Periodical exchange of information between the corporate bodies and audit
departments and Independent Auditor
Social Responsibility
Law 300/1970 Workers’ Charter Law
on employment
Adoption of an SA 8000 Certified Management
System SA 8000 Periodic flow of information from the Occupational Health and
Safety Committee to company control bodies and departments
Adoption of Group policies
Administrative
Responsibility
Legislative Decree 231/2001 -
Criminal Liability of Legal Entities
Adoption of Group Code of Ethics and Model 231
Exchange of information between the corporate audit bodies and functions
Quality Management Standard ISO 9001 System
Adoption of management procedures
Adoption of an ISO 9001 Certified Management System
Environmental
Responsibility
ISO 14001
Adoption of management procedures
Adoption of an ISO 14001 Certified Environmental Management System
ANTI-CORRUPTION
The Group actively combats both active corruption-offering an
improper advantage-and passive corruption-accepting one. The
matter is governed by a broad internal framework comprising
the Code of Ethics, the Organisational Model pursuant to
Legislative Decree 231/2001, whistleblowing arrangements,
internal policies and procedures, and careful human-resource
management. With regard to whistleblowing, no reports were
received through the ordinary communication channels
post or email during the year ended 30 April 2026. Every
six months, the Board of Directors and the Management
Control Committee receive information on reports received
as part of the activities carried out by the Supervisory Body.
The Group has adopted a Gifts and Hospitality Policy setting
out the guidelines to be followed in order to avoid conduct
that is inconsistent with legal requirements and internal rules.
During the year ended 30 April 2026, all transactions were
monitored for corruption risk. As in the previous year, no cases
of corruption, unfair competition, monopolistic practices or
antitrust violations were reported. At 30 April 2026, as in the
previous year, no sanctions had been imposed for non-
compliance with laws and regulations in the social and
economic sphere.
At 30 April 2026, the Sesa Group had not made contributions
to political parties, movements, committees, political
organisations or trade unions, other than contributions related
to membership activities. Any political activity carried out
57
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Strategy and risk management
by Group employees, and any contributions made by
them, are undertaken in a strictly personal and entirely
voluntary capacity.
2.3.4. Data Protection and Cybersecurity
Creating value for stakeholders also means protecting the
information of all stakeholder groups and adopting operating
methods that safeguard and enhance information assets. In
a rapidly evolving world in which information is increasingly
valuable and networks, systems and applications are ever
more interconnected, managing and protecting information
resources while ensuring regulatory compliance is becoming
increasingly complex. This complexity—combined with the
growth and evolution of cyber threats—exposes businesses
to new types of risk whose harmful effects may have serious
financial, legal, reputational, compliance or competitive
consequences through the loss of information or intellectual
property or the interruption of operations.
Against this background, the Sesa Group has identified
personal-data protection and information security as priority
areas, both for business development and as prerequisites for
sound internal management. The Group operates on the basis
of well-established secure-data-management procedures
founded on industry best practices and aligned with the
international ISO/IEC 27001 information-security standard.
Sesa has adopted and maintains a specific procedure for
the proper and adequate management of incidents and
personal-data breaches and, more broadly, has established
and continues to develop its operational strategy for restoring
business continuity following disruptive events affecting either
IT systems or business activities as a whole. Dedicated
Business Continuity and Disaster Recovery Plans support
the secure and effective management of data, including in
the event of incidents or other extraordinary events that could
directly affect data and information security, in full compliance
with Regulation (EU) 2016/679-the General Data Protection
Regulation, or GDPR-the requirements of the Italian Data
Protection Authority, obligations undertaken towards data
controllers and, more generally, stakeholder rights.
The Group Chief Security Officer oversees security matters
throughout the Group and is responsible for identifying and
implementing the Group Security Strategy and managing the
related budget; the officer reports regularly to the Board of
Directors on security matters. To strengthen the management
of information-security risk in particular, Sesa has established
a unit dedicated exclusively to monitoring and managing IT
risk. The security-development programme was agreed with
the Board of Directors following review by the Control and Risk
Committee. The Board discusses information risks periodically,
and at least once a year. The Group has also taken out a Group
Information Security and Risk Management insurance policy to
reduce its residual exposure to cyber risk.
The Group also devotes particular attention to employee
training on the processing of personal data, including through
e-learning. At 30 April 2026, approximately 5,000 hours of
specific training had been provided on privacy, the GDPR
and cybersecurity.
To comply with regulatory requirements governing privacy
and the security of sensitive data, the Group has defined its
own personal-data-protection model. Through this model, the
Group seeks to ensure respect for data-subject rights, fulfil
its obligations, prevent possible breaches through monitoring
and controls over all requirements, and implement appropriate
security measures. At 30 April 2026, Group companies had
received no complaints or reports concerning breaches
of customer privacy and had suffered no material data
losses.
58
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
3. Performance as of
April 30, 2026
1. The Sesa Group 2. Strategy and risk
management
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Performance
as of April 30, 2026
59
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60
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
GENERAL ECONOMIC PERFORMANCE
After the strong rebound recorded in 2021, the global economy consolidated a path of moderate but resilient growth over the 2022-
2025 period. The most recent estimates by the International Monetary Fund confirm a substantially stable trend for the two-year
period 2026-2027, with growth rates slightly above 3%, indicative of the international macroeconomic framework’s good resilience.
The environment nevertheless remains characterized by elements of uncertainty, particularly related to geopolitical tensions,
developments in international trade, and the reorganization of value chains. These factors are offset by structural positive drivers,
including the contribution of investments in advanced technologies and the private sector’s adaptability, which support the overall
balance of the scenario.
Advanced economies continue to show a contained pace of growth, around values close to 1.5-2%, reflecting more restrictive
financial conditions and a still gradual recovery in demand. In contrast, emerging countries confirm greater dynamism, albeit with a
slight slowdown, maintaining a key role in supporting global growth.
The Euro Area fits into this context with a profile of moderate but progressively strengthening expansion. Forecasts indicate
growth of around 1-1.5% over the forecast period, supported by improving domestic demand and the gradual normalization of the
inflationary and energy environment.
In this scenario, Italy confirms a stable and resilient growth trajectory. GDP dynamics remain at contained but positive values, in
continuity with previous years, highlighting the economic system’s ability to adapt to a complex and evolving international context.
Looking ahead, the Italian context benefits from the reduction of inflationary pressures, the improvement in the confidence climate,
and the recovery of disposable income, factors that help support consumption and domestic demand. Overall, a picture of stability
and consistency with the European context emerges, with room for strengthening in the medium term linked to investment and
innovation.
The following table reports the new International Monetary Fund forecasts updated as of April 2026, with actual figures for recent
years and expected changes for the 2026-2027 period, confirming for Italy stable growth (+0.5% annually), albeit lower than the
European context (source: IMF - WEO, April 2026).
Final results and IMF projections
Percentage Values
Change GDP
2020
Change GDP
2021
Change GDP
2022
Change GDP
2023
Change GDP
2024
Change GDP
2025
Change GDP
2026 (E)
Change GDP
2027 (E)
World -3.1% +6.3% +3.5% +3.3% +3.3% +3.4% +3.1% +3.2%
Advanced Economies -4.5% +5.4% +2.6% +1.7% +1.8% +1.9% +1.8% +1.7%
Emerging Market -2.1% +6.8% +4.1% +4.4% +4.3% +4.4% +3.9% +4.2%
USA -3.4% +5.9% +1.9% +2.5% +2.8% +2.1% +2.3% +2.1%
Japan -4.6% +2.2% +1.0% +1.9% -0.2% +1.2% +0.7% +0.6%
China +2.3% +8.4% +3.0% +5.2% +5.0% +5.0% +4.4% +4.0%
Great Britain -9.8% +7.6% +4.3% +0.1% +1.1% +1.3% +0.8% +1.3%
Euro Area -6.3% +5.3% +3.4% +0.5% +0.9% +1.4% +1.1% +1.2%
Italy -8.9% +7.0% +3.7% +0.9% +0.7% +0.5% +0.5% +0.5%
61
www.sesa.it
Performance as of April 30, 2026
DEVELOPMENT OF DEMAND AND TRENDS IN THE SECTOR IN WHICH THE GROUP OPERATES
In 2026, the global ICT market confirms a particularly dynamic growth profile, with expansion rates significantly higher than those
of the global economy. The overall market size exceeds USD 6,300 billion, with growth of +13.7% compared to 2025, highlighting
a phase of strong acceleration relative to previous years. The main driver continues to be the technological cycle linked to Artificial
Intelligence, which is redefining companies’ investment priorities on a global scale.
In particular, the Data Centre Systems segment records the most significant growth (+55.8% in 2026), driven by the spread of high-
performance infrastructure for AI workloads, the adoption of GPU-based architectures, and the progressive standardization of rack-
scale models. This trend is also reflected in the expansion of Enterprise Software (+15.9%) and IT services (+9.0%), confirming
how the digital ecosystem is evolving toward increasingly integrated, scalable platforms geared to managing complex workloads.
At the sector level, a structural strengthening of the market emerges: after a phase of volatility, the Devices segment returns
to growth (+8.2%), while Communication Services show a more contained but stable expansion. Overall, the market shows a
widespread acceleration, with a balanced mix of infrastructure, software, and services, consistent with a model increasingly geared
toward end-to-end digitalization of business processes.
The Italian IT market fits into this scenario with a solid and steady growth profile, continuing to record performance higher than
the national GDP. After the rebalancing that followed the post-Covid expansion phase, the market consolidates growth of around
4% per year, reaching an overall value of approximately EUR 26.7 billion in 2026 and over EUR 27.8 billion in 2027. The trend is
therefore confirmed as stable and sustainable, with a progressive strengthening of demand.
At the segment level, Management Services remain the main growth engine (+9.0% in 2026 and +8.7% in 2027), driven by the
evolution of companies’ operating models, the spread of the Cloud, and the integration of advanced cybersecurity and application
management solutions. Project Services also maintain a positive contribution, while the Hardware and Software segments show a
phase of substantial stabilization after years of strong expansion and rationalization of investments.
Particularly significant is the role of the Cloud and Artificial Intelligence, which represent the main enablers of future growth: the
Cloud records development rates above 15% per year, while AI continues to expand at very sustained rates (over 40% in 2026),
albeit progressively normalizing after the initial peak. Overall, the Italian market shows a favorable positioning, characterized by
high demand for value-added services, the growing centrality of “as-a-service” models, and a digital transformation path that is now
structural in the main economic sectors.
The following tables present the trend of the global market (Sources: Gartner, May 2026) and the Italian IT market (Source: Sirmi,
May 2026), along with the forecasts for 2026 and 2027.
62
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Global IT market trend
Global IT market (Bn US Dollars) 2021 2022 2023 2024 2025 2026 E
Change
22/21
Change
23/22
Change
24/23
Change
25/24
Change
26/25
Data Centre Systems 190 227 236 329 496 788 19.5% 4.8% 40.3% 48.9% 58.9%
Enterprise Software 732 811 974 1,092 1,250 1,444 10.8% 20.1% 11.9% 14.5% 15.5%
Devices 808 766 693 734 788 856 -5.2% -9.5% 5.9% 7.4% 8.6%
IT Services 1,208 1,306 1,504 1,587 1,718 1,870 8.1% 15.2% 5.5% 8.3% 8.8%
Communication Services 1,459 1,423 1,492 1,372 1,304 1,359 -2.5% 4.8% -8.0% -5.0% 4.2%
Total IT Market 4,396 4,534 4,898 5,114 5,555 6,317 3.1% 8.0% 4.4% 8.6% 13.7%
Italian IT market trend
Italian IT market (Mn Eu) 2022 2023 2024 2025 2026 E 2027 E
Change
22/21
Change
23/22
Change
24/23
Change
25/24
Change
26/25
Change
27/26
Hardware 6,392 5,917 5,910 5,895 5,900 5,900 -5.6% -7.4% -0.1% -0.3% 0.2% 0.3%
Software 4,073 4,123 4,147 4,152 4,159 4,172 3.8% 1.2% 0.6% 0.3% 0.2% 0.2%
Project Services 4,019 4,186 4,259 4,303 4,400 4,420 4.3% 4.2% 1.8% 1.0% 2.3% 0.5%
Management Services 8,534 9,415 10,236 11,086 11,960 13,330 12.3% 10.3% 9.4% 9.2% 7.9% 11.5%
Total Market IT 23,017 23,642 24,552 25,437 26,419 27,842 3.9% 2.7% 4.1% 4.0% 3.9% 5.4%
Cloud Computing 5,259 6,296 7,393 8,629 9,841 11,692 24.0% 19.7% 17.4% 17.6% 14.0% 18.8%
AI 435 674 1,380 2,020 2,850 3,910 55.0% 55.0% 104.7% 46.4% 41.4% 37.2%
63
www.sesa.it
Performance as of April 30, 2026
3.1. Economic and
Financial Results of the
Sesa Group
During the 2026 financial year, the Group further strengthened
its positioning as a Digital Integrator, supporting the digital
transformation of over 40,000 clients among companies and
organizations operating in Italy and in the main European
markets through the integration of technologies, digital platforms,
and vertical applications. In a market characterized by the
growing demand for solutions for the management, protection,
and enhancement of data, as well as by the adoption of Artificial
Intelligence and Automation, Sesa consolidated its leadership in
the strategic areas of Cloud, Data Management, Cyber Security,
Digital Platform, and AI. The consolidated results for the year
show growth more than twice that of the Italian digital market,
with Revenues and Other Income of Euro 3,620.8 million (+7.9%
on a pro-forma basis) and EBITDA of Euro 260.4 million (+8.2%
on a pro-forma basis), accompanied by growth in the Group’s
Adjusted Net Profit to Euro 106.1 million (+10.7%) and by strong
cash generation. These results confirm the Group’s ability to
combine innovation and sustainable value creation, growing at
twice the pace of the digital market and further strengthening its
market share.
Growth was supported by the continuous development of the
Group’s distinctive competencies and by the investments
made in the main technologies enabling digital transformation.
Particular relevance was given to Digital Sovereignty, data
management and protection solutions, together with the
adoption of AI, automation, and Digital Enablers underlying
the 2026–2027 business plan and the new development path
outlined in the 2027–2028 Business Plan.
Sesa pursues a sustainable development policy geared toward
the creation of long-term value for all Stakeholders. The
strategy is based on the development of a platform enabling
innovation, including digital innovation, and the sustainable
growth of companies and organizations, based on data and
inspired by people, with great attention to social responsibility.
In this context, FY2026 confirmed the continuous improvement
in ESG performance, with Euro 550 million of economic value
distributed to stakeholders, up 10% Y/Y.
3.1.1. Alternative Performance Indicators
In order to better assess the performance and financial position
of the Group and its business segments, the management of
Sesa SpA uses certain alternative performance indicators that
are not identified as accounting measures under the IFRS.
These indicators facilitate the identification of operating trends
and support business decisions; however, the determination
criteria applied by the Group may not be homogeneous and
therefore comparable with that adopted by other operators.
The alternative performance indicators are made up
exclusively from historical data of the Group and determined
in accordance with the Guidelines on Alternative Performance
Indicators issued by ESMA/2015/1415 and adopted by Consob
with communication no. 92543 of 3 December 2015. They refer
only to the performance of the accounting period in question
and of the periods under comparison and not to the expected
performance, and should not be considered as a substitute
for the indicators envisaged by the reference accounting
standards (IFRS). Finally, they are prepared by maintaining
continuity and homogeneity of definition and representation for
all periods for which financial information is included in this
document.
In line with the above-mentioned communications, the criteria
used to construct these indicators are provided below.
• Ebitda (Gross Operating Margin) is defined as the profit
for the year before depreciation and amortisation, provi-
sions for bad debts, provisions for risks, notional costs
relating to stock grant plans assigned to the executive di-
rectors, financial income and expenses (excluding the fair
value adjustment of liabilities for Put, Earn Out to minority
shareholders and fair value revaluations in the case of
step up acquisitions), profit , profit (loss) of companies
accounted for using the equity method, and taxes.
• Adjusted Operating Result (Ebit) defined as Ebitda net
of amortisation and depreciation of tangible and intangi-
ble fixed assets (excluding amortisation and depreciation
of customer lists and know-how recorded in the Purchase
Price Allocation of the companies acquired and included
in the scope of consolidation), provisions for bad debts,
provisions for risks, with the exclusion of notional costs
relating to stock grant plans.
• Operating Result (Ebit) defined as Ebitda net of depre-
ciation and amortisation related to tangible and intangible
64
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
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)
amor-tisation of customer lists and know-how recorded in
the Purchase Price Allocation of the companies acquired
and included in the scope of consolidation, (ii) notional
costs related to the stock grant plans net of the related
tax effect and (iii) taxes paid in relation to previous years.
• Group’s adjusted net result defined as the Group’s net
profit before (i) amortisation of customer lists and know-
how recorded in the Purchase Price Allocation of the com-
panies acquired and included in the scope of consolida-
tion and (ii) notional costs related to the stock grant plans
net of the related tax effect and (iii) taxes paid in relation
to previous years.
• Net working capital is the algebraic sum of inventories,
trade receivables, other current assets, trade payables
and other current liabilities.
• Net invested capital is the algebraic sum of non-current
assets, net working capital and net non-current liabilities.
• Net Financial Position (NFP) is the algebraic sum of
cash and cash equivalents, other current financial assets,
and current and non-current loans.
• Total Net Financial Position Reported is the alge-
braic sum of cash and cash equivalents, other current
financial assets, current and non-current loans, current
and non-current financial liabilities for rights of use, and
payables and commitments for the purchase of equity
investments from minority shareholders. It complies with
the definition of Net Financial Debt envisaged in Consob
Communication no. 6064293 of July 28, 2006 and in ac-
cordance with ESMA Recommendation/2013/319.
For the sole purpose of preparing the reclassified income sta-
tement, the fair value adjustment of Put and Earn-Out liabili-
ties towards minority shareholders, as well as fair value re-
vauations in the case of step-up acquisitions, are reclassified
from financial income and expenses to the item Other Income.
The comparative pro-forma consolidated statements as of
30 April 2025, comprising the reclassified consolidated balan-
ce sheet, the reclassified consolidated income statement, and
the segment information as of 30 April 2025, are presented in
this document for comparative purposes only, to simulate the
effects that the acquisition of 66% of the capital of Greensun
Srl (Digital Green Segment), completed on 3 December 2024,
would have had on the Group’s results had it entered the con-
solidation scope as of 1 May 2024. Further information on the
methods used to prepare the pro-forma consolidated state-
ments as of 30 April 2025 is provided in the Annual Report as
of 30 April 2025. The pro-forma consolidated statements are
not subject to audit. The preparation of the reclassified pro-for-
ma consolidated data, prepared for management information
purposes only, does not comply with Consob regulations on
the preparation of pro-forma financial statements, as they are
not applicable.
The pro-forma consolidation in the 2025 financial year of Gre-
enSun and its subsidiaries from 1 May 2024 to the date of
actual entry into the Group’s scope (November 2024) contri-
buted, as of 30 April 2025, Euro 83,713 thousand to Consoli-
dated Revenues and Other Income, Euro 5,220 thousand to
EBITDA, Euro 3,787 thousand to net profit for the period, and
Euro 2,212 thousand to the Group’s Adjusted Net Profit.
65
www.sesa.it
Performance as of April 30, 2026
3.1.2. Economic highlights of the Sesa Group
The reclassified income statement, balance sheet, and financial statements of the Group and of the parent company Sesa SpA
presented below have been prepared on the basis of the consolidated financial statements and the separate financial statements as
of 30 April 2026, in compliance with the international accounting standards (“IFRS”) issued by the International Accounting Standards
Board (“IASB”) and endorsed by the European Union, as well as with the provisions issued in implementation of Article 9 of Legislative
Decree No. 38/2005. The reclassified consolidated income statement as of 30 April 2026 is presented below, compared with the
corresponding period of the previous financial year in the Pro-forma and Reported versions as of 30 April 2025. The reclassified
consolidated income statement is prepared on the basis of the data extracted from the consolidated income statement prepared in
accordance with the IFRS. The criteria for preparing the Pro-forma and Reported reclassified income statement are set out in the
previous section “Alternative Performance Indicators and Pro-forma results”. In the management report, in addition to the financial
measures required by the IFRS, certain alternative performance indicators derived from the latter are presented, although not required
by the IFRS (Non-GAAP Measures). These measures are presented in order to allow a better assessment of the performance of the
Group’s operations and should not be considered as alternatives to those required by the IFRS.
Reclassified income statement
(Euro thousands)
04/30/2026
Reported
%
04/30/2025
Reported
%
% Change
FY26 Vs FY25
Reported
04/30/2025
Pro-forma*
%
% Change
FY26 Vs FY25
Pro-forma*
Net revenues 3,565,285 - 3,214,550 - 10.9% 3,298,197 - 8.1%
Other Income 55,526 - 58,570 - -5.2% 58,636 - -5.3%
Total Revenues and Other Income
15
3,620,811 100.0% 3,273,120 100.0% 10.6% 3,356,833 100.0% 7.9%
Costs for purchasing products (2,653,191) 73.3% (2,360,306) 72.1% 12.4% (2,434,118) 72.5% 9.0%
Costs for services and use of third-party assets (301,012) 8.3% (307,281) 9.4% -2.0% (310,716) 9.3% -3.1%
Personnel costs (395,588) 10.9% (358,836) 11.0% 10.2% (360,082) 10.7% 9.9%
Other operating expenses (10,592) 0.3% (11,177) 0.3% -5.2% (11,177) 0.3% -5.2%
Total Costs for purchasing products
and Operating Costs
(3,360,383) 92.8% (3,037,600) 92.8% 10.6% (3,116,093) 92.8% 7.8%
Gross Operating Margin (Ebitda) 260,428 7.2% 235,520 7.2% 10.6% 240,740 7.2% 8.2%
Depreciation/Amortisation of tangible and intangible
assets
(54,751) 1.5% (50,131) 1.5% 9.2% (50,165) 1.5% 9.1%
Provisions and other non-monetary costs (8,129) 0.2% (5,150) 0.2% 57.8% (5,150) 0.2% 57.8%
Adjusted Operating Result(Ebit)
15
197,548 5.5% 180,239 5.5% 9.6% 185,425 5.5% 6.5%
Amortisation of client lists and know how (PPA) (37,526) 1.0% (32,335) 1.0% 16.1% (32,596) 1.0% 15.1%
Other non-monetary costs (8,033) 0.2% (7,169) 0.2% 12.1% (7,169) 0.2% 12.1%
Operating Result (Ebit) 151,989 4.2% 140,735 4.3% 8.0% 145,660 4.3% 4.3%
Interest income/expense, bank charges and other
financial expenses
(34,044) -0.9% (40,752) -1.2% -16.5% (40,545) -1.2% -16.0%
Company profit/loss under shareholders’ equity 896 0.0% 952 0.0% -5.9% 952 0.0% -5.9%
Foreign exchange gains and losses (567) 0.0% (1,449) 0.0% -60.9% (1,449) 0.0% -60.9%
Result before tax (Ebit) 118,274 3.3% 99,486 3.0% 18.9% 104,618 3.1% 13.1%
Income taxes (37,683) 1.0% (32,059) 1.0% 17.5% (33,404) 1.0% 12.8%
Net result 80,591 2.2% 67,427 2.1% 19.5% 71,214 2.1% 13.2%
Net result attributable to the Group 71,691 2.0% 62,202 1.9% 15.3% 64,228 1.9% 11.6%
Net result attributable to non-controlling interests 8,900 0.2% 5,225 0.2% 70.3% 6,986 0.2% 27.4%
Adjusted net result
15
114,986 3.2% 98,839 3.0% 16.3% 102,812 3.1% 11.8%
Group Adjusted Net Result
15
106,086 2.9% 93,614 2.9% 13.3% 95,826 2.9% 10.7%
15. Total Revenues and Other Income includes the fair value adjustment of Put and Earn-Out liabilities towards minority shareholders, as well as fair value revaluations in the case of step-up
acquisitions. Adjusted Operating Result is presented before the amortization of customer lists and technological know-how recognized following the Purchase Price Allocation (PPA) process,
and before Stock Grant costs. Adjusted Net Profit attributable to the Group is calculated before (i) the amortization of customer lists and technological know-how recognized as a result of the
PPA process and (ii) before Stock Grant costs, net of the related tax effect and non-recurring taxes.
(*) Pro forma consolidated figures as of April 30, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital
Green VAS Sector entered in Group perimeter in November 2024. The pro forma consolidated figures are unaudited.
66
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
3.1.3. Sesa Group economic results
During the financial year ended 30 April 2026, the Sesa Group achieved Revenues and Other Income of Euro 3,620.8 million
(+7.9% Y/Y Pro-forma), Operating Profitability (EBITDA) of Euro 260.4 million (+8.2% Y/Y Pro-forma), an Adjusted Net Profit of
Euro 115.0 million (+11.8% Y/Y Pro-forma), and a Group Adjusted Net Profit of Euro 106.1 million (+10.7% Y/Y Pro-forma). The
growth achieved during the year was supported by the positive development of all the Group’s operating segments, with a particular
contribution from the ICT and Green VAS segments, and by a progressive acceleration of revenues and profitability in the second
half of the year.
Consolidated Revenues and Other Income show the following trends across the Group’s segments (results compared with 30 April
2025 Pro-forma):
• ICT VAS with Revenues and Other Income of Euro 2,254.7 million (+8.6% Y/Y), supported by the growing demand for solutions
for data management, sovereignty, and security, with revenue growth entirely organic in nature and a significant acceleration
in the second half (+13.8% Y/Y) and in the fourth quarter (+13.1% Y/Y);
• Green VAS with Revenues and Other Income of Euro 412.2 million (+19.9% Y/Y Pro-forma), supported by the growing demand
for renewable energy from the business segment and arising from the demand for solutions related to data management,
private AI, and digital sovereignty;
• SSI with Revenues and Other Income of Euro 908.8 million (+3.8% Y/Y), with a resilient performance despite the slowdown in
demand in some manufacturing districts;
• Business Services, with Revenues and Other Income of Euro 158.5 million (+3.2% Y/Y), which continues its organic growth
path supported by the development of applications and digital platforms dedicated to the Financial Services industry, with an
expected return to double-digit growth in FY2027 thanks to the contracts acquired in the second half of FY2026, not yet gone
to market
Consolidated EBITDA increased by 8.2% Y/Y, reaching Euro 260.4 million compared with Euro 240.7 million as of 30 April 2025
Pro-forma (+10.6% Y/Y vs Reported), with an EBITDA margin of 7.2%, substantially stable compared with the previous year. The
growth in operating profitability was supported mainly by the positive performance of the ICT VAS, Digital Green, and Business
Services segments, as well as by the acceleration recorded by all segments in the second half of the year.
Below is the contribution of the Group’s segments to the formation of EBITDA as of 30 April 2026 (FY2026 results compared with
FY2025 Pro-forma):
• ICT VAS with EBITDA of Euro 101.3 million (+12.6% Y/Y) and an EBITDA margin of 4.5%, improving compared with 4.3% in
the previous year;
• Green VAS with EBITDA of Euro 29.0 million, growing strongly compared with the previous year (+18.4% Y/Y Pro-forma) and
an EBITDA margin of 7.0%, substantially in line with the previous year;
• SSI with EBITDA of Euro 96.6 million (+1.8% Y/Y) and an EBITDA margin of 10.6%, reflecting the investments made in
competencies and platforms and the re-engineering activities aimed at rationalizing the corporate structure, reorganizing
processes, and improving operating efficiency;
• Business Services with EBITDA of Euro 29.7 million (+8.8% Y/Y) and an EBITDA margin of 18.8%, up from 17.8% in the
previous year.
The consolidated Adjusted Operating Result (EBIT) amounts to Euro 197.5 million, an increase of 6.5% Y/Y Pro-forma, after
depreciation and amortization of tangible and intangible assets of Euro 54.8 million (+9.1% Y/Y) and provisions of Euro 8.2 million
(+57.8% Y/Y). The consolidated Adjusted Operating Result (EBIT) amounts to Euro 53.0 million in Q4 2026 alone (adjusted EBIT
margin 5.8% vs 5.6% Y/Y), with growth of 12.8%.
(*) Pro forma consolidated figures as of April 30, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital
Green VAS Sector entered in Group perimeter in November 2024. The pro forma consolidated figures are unaudited.
67
www.sesa.it
Performance as of April 30, 2026
3.1.4. Highlights of the Group’s Balance Sheet
Below is the reclassified balance sheet (figures in Euro thousands) as of April 30, 2026 compared to the previous year as of April
30, 2025.
Reclassified Balance Sheet
(Euro thousands) 04/30/2026 04/30/2025 Change 26/25
Intangible fixed assets 551,114 531,033 20,081
Tangible fixed assets (including rights of use) 175,728 167,868 7,860
Investments carried at equity 14,529 17,539 (3,010)
Other non-current assets and deferred tax assets 47,006 39,292 7,714
Total non-current assets 788,377 755,732 32,645
Inventories 145,295 147,590 (2,295)
Trade receivables 650,790 604,600 46,190
Other current assets 163,050 158,529 4,521
Current assets for the year 959,135 910,719 48,416
Trade payables 672,297 595,063 77,234
Other current payables 318,230 287,580 30,650
Short-term liabilities for the year 990,527 882,643 107,884
Net working capital (31,392) 28,076 (59,468)
Provisions and other non-current tax liabilities 146,932 143,406 3,526
Employee benefits 63,294 64,876 (1,582)
Net non-current liabilities 210,226 208,282 1,944
Net Invested Capital 546,759 575,526 (28,767)
The consolidated Operating Result (EBIT) amounts to Euro 152.0 million (+4.3% Y/Y Pro-forma), after amortization of intangible
assets relating to customer lists and know-how recognized following the Purchase Price Allocation process of Euro 37.5 million
(+15.1% Y/Y) and stock grant costs and other non-monetary charges of Euro 8.0 million compared with Euro 7.2 million Y/Y.
Net financial expenses decreased by 16.0% compared with the previous year, benefiting from the decline in interest rates, the
improvement in the Net Financial Position, and the actions taken to make the Group’s financial management more efficient. Net
foreign exchange losses amounted to Euro 0.6 million compared with Euro 1.4 million in the previous year.
The consolidated Adjusted Net Profit amounts to Euro 115.0 million as of 30 April 2026, up 11.8% Y/Y vs Pro-forma, and reflects
the increase in operating profitability as well as the improvement in financial management. The Group’s consolidated Adjusted Net
Profit amounts to Euro 106.1 million, up 10.7% Y/Y from Euro 95.8 million in the previous year Pro-forma.
Net Profit amounts to Euro 80.6 million, up 13.2% from Euro 71.2 million as of 30 April 2025 vs Pro-forma (+19.5% Y/Y vs Reported). Net
financial income and expenses include the capital gain of Euro 7.3 million arising from the disposal of the 6.65% stake held in DV Holding
S.p.A., almost entirely offset by non-recurring write-downs of equity investments and financial receivables recognized in the same item.
68
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Net Financial Position
(Euro thousands) 04/30/2026 04/30/2025 Change 26/25
Shareholders’ Equity 529,236 500,778 28,458
Liquidity and other financial assets (584,052) (576,885) (7,167)
Current and non-current loans 402,001 418,492 (16,491)
Net Financial Position (182,051) (158,393) (23,658)
Financial liabilities rights of use IFRS 16 56,404 57,182 (778)
Payables to and commitments with minority shareholders for equity investments
16
143,170 175,959 (32,789)
Total Net Financial Position Reported 17,523 74,748 (57,225)
16. Deferred payables and commitments to minority shareholders for corporate acquisitions (Earn Out, Put Option, deferred prices) not bearing contractual interest and conditional on the achie-ve-
ment of long-term value generation targets.
The balance sheet shows a decrease in net invested capital, which fell from Euro 575.5 million as of 30 April 2025 to Euro 546.8
million as of 30 April 2026, essentially as a result of:
• an increase in non-current assets, which rose from Euro 755.7 million as of 30 April 2025 to Euro 788.4 million as of 30 April
2026, as a result of the investments in technology, software, and applications made during the year, as well as the Group’s
integration and development transactions;
• the trend in net working capital, which stood at a negative balance of Euro 31.4 million as of 30 April 2026, compared with a
positive balance of Euro 28.1 million as of 30 April 2025, reflecting the inventory dynamics, which remained stable despite the
growth in business, and the improvement in the efficiency of trade receivables and payables management.
The consolidated Reported Net Financial Position (NFP) as of 30 April 2026, calculated including IFRS liabilities for deferred
payments to minority shareholders for corporate acquisitions and rights of use in application of IFRS 16 amounting to Euro 199.6
million, compared with Euro 233.1 million as of 30 April 2025, is negative by Euro 17.5 million, a marked improvement compared
with a Reported NFP negative by Euro 74.7 million as of 30 April 2025. The NFP as of 30 April 2026, before IFRS liabilities, is
positive (net liquidity) by Euro 182.1 million, compared with Euro 158.4 million as of 30 April 2025. The trend in the NFP reflects the
Group’s strong cash generation capacity, despite the distribution of dividends and buy-back activity of approximately Euro 40 million
during the year, as well as total investments of approximately Euro 110 million (net of approximately Euro 10 million arising from the
disposal of non-core assets), of which approximately Euro 60 million allocated to M&A transactions and the buy-back of minorities.
The 2026 financial year confirms the Group’s high capacity for cash generation and self-financing of growth. Operating Cash
Flow reached approximately Euro 205 million, benefiting both from the positive performance of operations and from the effective
management of working capital. This performance enabled the Group to support total investments of approximately Euro 110
million, remunerate shareholders through dividends and buy-back of approximately Euro 40 million and, at the same time, achieve
a significant improvement in the Reported Net Financial Position.
Consolidated Shareholders’ Equity further strengthened, amounting to Euro 529.2 million as of 30 April 2026, compared with Euro
500.8 million as of 30 April 2025, confirming the Group’s ability to combine growth, profitability, cash generation, and the creation of
sustainable value for all stakeholders.
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Performance as of April 30, 2026
3.2. Economic and Financial Results of Group Sectors
3.2.1. Results of the ICT VAS sector
The ICT Value Added Solutions (ICT VAS) Sector, active in offering value-added technological solutions for the business
segment, achieved Revenues and Other Income of Euro 2,254.7 million (+8.6% Y/Y) during the year, supported by entirely
organic growth and by the expansion of demand in the higher value-added segments related, among other things, to
data management and protection. The revenue trend over the course of the year shows a progressive acceleration, with
growth of 13.8% Y/Y in the second half and 13.1% Y/Y in the fourth quarter, confirming the strengthening of the sector’s
competitive positioning and the favorable trend in demand for the main technologies enabling digital transformation.
The EBITDA result as of 30 April 2026 amounts to Euro 101.3 million, up 12.6% Y/Y, with an EBITDA margin of 4.5%,
improving compared with 4.3% in the previous year, thanks to the more favorable business mix and the progressive
increase in operating efficiency. The Group’s Adjusted Net Profit also shows significant growth compared with the
previous year, benefiting both from the expansion of revenues and from the improvement in operating profitability.
The development of the sector’s results was favored by the consolidation of its positioning in the strategic areas of Data Management,
Cyber Security, Cloud, and Digital Platform, which represent the main drivers of the development of demand for digital innovation
from companies and organizations in the current phase of progressive adoption of AI and automation.
Thanks to its focus on value-added business areas, the Sector consolidates its market share in Italy (45.2% of the total VAD market
– Data Center, Networking, and Enterprise software categories, source Sirmi, April 2026).
Below is the reclassified income statement of the ICT Value Added Solutions (VAS) Sector (data in Euro thousands) as of 30 April 2026,
compared with the previous financial year ended 30 April 2025.
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
ICT VAS Sector
(Euro thousands)
04/30/2026 % 04/30/2025 % Change 26/25
Third-party revenues 2,112,175 - 1,949,427 - 8.3%
Inter-sector revenues 128,326 - 109,436 - 17.3%
Total Revenues 2,240,501 - 2,058,863 - 8.8%
Other income 14,199 - 16,595 - -14.4%
Total revenues and other income 2,254,700 100.0% 2,075,458 100.0% 8.6%
Costs for purchasing products and software (2,063,804) -91.5% (1,894,401) -91.3% 8.9%
Gross commercial margin 190,896 8.5% 181,057 8.7% 5.4%
Costs for services and use of third-party assets (53,229) -2.4% (54,842) -2.6% -2.9%
Personnel costs (31,950) -1.4% (32,299) -1.6% -1.1%
Other expenses (4,410) -0.2% (3,964) -0.2% 11.3%
Ebitda 101,307 4.5% 89,952 4.3% 12.6%
Depreciation/Amortisation of tangible and intangible assets
(software)
(5,258) -0.2% (5,042) -0.2% 4.3%
Provisions and other non-monetary costs (1,027) 0.0% (1,246) -0.1% -17.6%
Adjusted operating result (Adjusted Ebit) 95,022 4.2% 83,664 4.0% 13.6%
Amortisation of client lists and know how (PPA) (1,979) -0.1% (2,002) -0.1% -1.1%
Other non-monetary costs (1,708) -0.1% (698) -0.0% 144.7%
Operating result (Ebit) 91,335 4.1% 80,964 3.9% 12.8%
Net financial income and expense (23,909) - (25,582) - -6.5%
Result before taxes 67,426 3.0% 55,382 2.7% 21.7%
Income taxes (20,752) - (16,259) - 27.6%
Net result for the year 46,674 2.1% 39,123 1.9% 19.3%
Net result attributable to non-controlling interests 676 0.0% 599 0.0% 12.9%
Net result attributable to the Group 45,998 2.0% 38,524 1.9% 19.4%
Adjusted net result 50,747 2.3% 42,115 2.0% 20.5%
Adjusted net result attributable to the Group 50,071 2.2% 41,516 2.0% 20.6%
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Performance as of April 30, 2026
Total Revenues and Other Income, amounting to Euro 2,254.7 million as of 30 April 2026, grew by 8.6% compared with 30 April
2025, thanks to entirely organic development supported by the growing demand for data management and data protection solutions,
favoured, among other things, by the progressive adoption of technologies related to Artificial Intelligence, Automation, and Cyber
Security. The revenue trend over the course of the year shows a progressive acceleration of growth, with an increase of 13.8%
in the second half and 13.1% in the fourth quarter, confirming the strengthening of the competitive positioning and the growing
penetration in the higher value-added areas.
The gross commercial margin grew by 5.4% compared with 30 April 2025, thanks to a favourable business sales mix geared
toward advanced solutions. The EBITDA result in the period under review amounts to Euro 101.3 million, up 12.6% from Euro 90.0
million as of 30 April 2025, with an EBITDA margin of 4.5%, improving compared with 4.3% in the previous year, as a result of
the development of sales margins and the progressive improvement in operating efficiency. Adjusted EBIT amounts to Euro 95.0
million, up compared with the previous year, thanks to the increase in operating profitability.
Reclassified Balance Sheet
(Euro thousands)
04/30/2026 04/30/2025 Change 26/25
Intangible fixed assets 37,352 40,304 (2,952)
Tangible fixed assets (rights of use) 58,873 59,425 (552)
Investments carried at equity 12,485 13,205 (720)
Other non-current receivables and assets and deferred tax assets 14,699 14,877 (178)
Total non-current assets 123,409 127,811 (4,402)
Inventories 94,468 97,918 (3,450)
Trade receivables 331,468 278,965 52,503
Other current assets 36,806 39,074 (2,268)
Current assets for the year 462,742 415,957 46,785
Trade payables 454,970 385,232 69,738
Other current payables 24,399 30,996 (6,597)
Short-term liabilities for the year 479,369 416,228 63,141
Net working capital (16,627) (271) (16,356)
Provisions and other non-current tax liabilities 15,237 14,930 307
Employee benefits 3,359 3,781 (422)
Net non-current liabilities 18,596 18,711 (115)
Net Invested Capital 88,186 108,829 (20,643)
Shareholders’ Equity 344,829 326,151 18,678
Liquidity and other financial assets (336,215) (378,005) 41,790
Current and non-current loans 62,639 138,134 (75,495)
Net Financial Position (273,576) (239,871) (33,705)
Financial liabilities rights of use IFRS 16 7,070 8,399 (1,329)
Payables and commitments with minority shareholders for equity
investments
9,863 14,150 (4,287)
Net Financial Position Reported (256,643) (217,322) (39,321)
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April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
From a balance sheet perspective, thanks to the positive trend in net working capital management and the strong operating cash
generation capacity, the Net Financial Position moved from a positive balance of Euro 239.9 million as of 30 April 2025 to a positive
balance of Euro 273.6 million as of 30 April 2026. In the period under review, Shareholders’ Equity further strengthened, reaching a
total of Euro 344.8 million as of 30 April 2026, compared with Euro 326.2 million as of 30 April 2025, thanks to the profits achieved
during the year.
3.2.2. Results of Green VAS sector
The Green VAS Sector is active in solutions for the production of energy from renewable sources and energy efficiency, with
particular reference to photovoltaic systems, inverters, and storage systems, and related integration and design services. As of
30 April 2026, the Sector achieved strong growth in Revenues and Other Income (+19.9% Y/Y) and an increase in EBITDA of
18.4% compared with the same period of the previous year, thanks to the continuation of the organic growth trend and the positive
performance of the corporate market, stimulated, among other things, by the demand for energy linked to digitalisation and the
penetration of AI. Below is the reclassified income statement of the Green VAS Sector as of 30 April 2026, compared with the
previous financial year as of 30 April 2025 (prepared in accordance with IFRS) and pro-forma (data in Euro thousands).
Reclassified income statement
(Euro thousands)
04/30/2026
Reported
%
04/30/2025
Reported*
%
Change
FY26/ FY25
Reported
04/30/2025
Pro-forma*
%
Change FY26/
FY25 Pro-forma*
Third-party revenues 400,463 - 251,592 - 59.2% 335,239 - 19.5%
Inter-sector revenues 1,089 - 1,092 - -0.3% 1,092 - -0.3%
Total Revenues 401,552 - 252,684 - 58.9% 336,331 - 19.4%
Other income 10,694 - 7,403 - 44.5% 7,469 - 43.2%
Total revenues and other income 412,246 100.0% 260,087 100.0% 58.5% 343,800 100.0% 19.9%
Cost of purchasing products and software (357,285) -86.7% (223,670) -86.0% 59.7% (297,482) -86.5% 20.1%
Costs for services and rent, leasing, and similar
costs
(19,686) -4.8% (12,035) -4.6% 63.6% (15,470) -4.5% 27.3%
Personnel costs (5,778) -1.4% (4,516) -1.7% 27.9% (5,762) -1.7% 0.3%
Other operating expenses (520) -0.1% (612) -0.2% -15.0% (612) -0.2% -15.0%
Gross Operating Margin (Ebitda) 28,977 7.0% 19,254 7.4% 50.5% 24,474 7.1% 18.4%
Depreciation/Amortisation of tangible
and intangible assets
(1,198) -0.3% (979) -0.4% 22.4% (1,013) -0.3% 18.3%
Provisions (524) -0.1% (679) -0.3% -22.8% (679) -0.2% -22.8%
Adjusted operating result (Adjusted Ebit) 27,255 6.6% 17,596 6.8% 54.9% 22,782 6.6% 19.6%
Amortisation of client lists and know how (PPA) (639) -0.2% (639) -0.2% 0.0% (900) -0.3% -29.0%
Other non-monetary costs - - - - - - - -
Operating result (Ebit) 26,616 6.5% 16,957 6.5% 57.0% 21,882 6.4% 21.6%
Net financial income and expense (248) -0.1% (782) -0.3% -68.3% (575) -0.2% -56.9%
Result before taxes 26,368 6.4% 16,175 6.2% 63.0% 21,307 6.2% 23.8%
Income taxes (7,396) -1.8% (4,837) -1.9% 52.9% (6,182) -1.8% 19.6%
Net result for the year 18,972 4.6% 11,338 4.4% 67.3% 15,125 4.4% 25.4%
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Performance as of April 30, 2026
Reclassified income statement
Net result attributable to non-controlling interests 1,116 0.3% 2,150 0.8% -48.1% 3,911 1.1% -71.5%
Net result attributable to the Group 17,856 4.3% 9,188 3.5% 94.3% 11,214 3.3% 59.2%
Adjusted net result 19,494 4.7% 11,868 4.6% 64.3% 15,841 4.6% 23.1%
Adjusted net result attributable to the Group 18,378 4.5% 9,718 3.7% 89.1% 11,930 3.5% 54.1%
(*) Pro forma consolidated figures as of April 30, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital
Green VAS Sector entered in Group perimeter in November 2024. The pro forma consolidated figures are unaudited.
Total Revenues and Other Income at of 30 April 2026 amounts to Euro 412.2 million, up 19.9% compared with the pro-forma data
as of 30 April 2025, while EBITDA reaches Euro 29.0 million, up 18.4% compared with the pro-forma data of the previous year, with
an EBITDA margin of 7.0%, substantially in line with FY 2025. The results achieved reflect the positive performance of the corporate
market, supported by the growing demand for renewable energy and by the expansion of investments in digital infrastructure, data
management, Artificial Intelligence, and Digital Sovereignty, which drive a growing demand for energy and solutions for the energy
transition.
The Group’s Net Profit shows a significant improvement compared with the previous year (+59.2% Y/Y Pro-forma data and +94.3%
Reported data), benefiting from the growth in operating profitability and the positive performance of the business. Similarly, the
Group’s Adjusted Net Profit, expressed before amortisation relating to customer lists and know-how arising from PPA, confirms the
growth trend (+54.1% Y/Y Pro-forma data and +89.1% Reported data) and the progressive creation of value.
Below is the balance sheet of the Green VAS Sector as of 30 April 2026, together with the comparative data of the financial year
ended 30 April 2025.
Reclassified Balance Sheet
(Euro thousands) 04/30/2026 04/30/2025 Change 26/25
Intangible fixed assets 663 782 (119)
Tangible fixed assets (right of use) 6,640 4,742 1,898
Investments carried at equity - - -
Other non-current receivables and assets and prepaid taxes 6,172 666 5,506
Total non-current assets 13,475 6,190 7,285
Inventories 18,737 20,741 (2,004)
Trade receivables 82,599 79,160 3,439
Other current assets 3,785 15,944 (12,159)
Current assets for the year 105,121 115,845 (10,724)
Trade payables 71,486 64,571 6,915
Other current payables 13,955 15,115 (1,160)
Short-term liabilities for the year 85,441 79,686 5,755
Net working capital 19,680 36,159 (16,479)
Provisions and other non-current tax liabilities 261 162 99
Employee benefits 950 920 30
Net non-current tax liabilities 1,211 1,082 129
Net Invested Capital 31,944 41,267 (9,323)
Shareholders’ Equity 73,001 58,331 14,670
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1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Reclassified Balance Sheet
Liquidity and other financial assets (56,907) (34,583) (22,324)
Current and non-current loans 3,167 2,925 242
Net Financial Position (53,740) (31,658) (22,082)
Financial liabilities rights of use IFRS 16 1,329 1,699 (370)
Payables and commitments with minority shareholders for equity investments 11,354 12,895 (1,541)
Net Financial Position Reported (41,057) (17,064) (23,993)
The Net Financial Position moved from a positive balance of Euro 31.7 million as of 30 April 2025 to a positive balance of Euro 53.7
million as of 30 April 2026, thanks to the cash generation deriving from operations and to effective net working capital management.
The Reported Net Financial Position moved from a positive balance of Euro 17.1 million as of 30 April 2025 to a positive balance of
Euro 41.1 million as of 30 April 2026, including financial liabilities for IFRS 16 rights of use and liabilities for the acquisition of equity
investments from minority shareholders. The development of the NFP reflects the Sector’s ability to finance growth and investments
through operating cash generation.
In the period under review, Shareholders’ Equity further strengthened, reaching a total of Euro 73.0 million as of 30 April 2026,
compared with Euro 58.3 million as of 30 April 2025, thanks to the profits achieved during the year and the continuous value
creation of the business.
3.2.3. Results of the SSI Sector
The SSI Sector, active in offering software solutions, digital services, and business integration for the Enterprise segment, achieved
growth in Revenues and Other Income of 3.8% Y/Y in the period under review, accrued in an unfavourable context characterised
by the slowdown in demand in some economic sectors.
Over the last 12 months, a number of M&A transactions were completed, following the acquisition strategy based on a selective and
industrial bolt-on M&A model, aimed at the progressive strengthening of distinctive competencies and the end-to-end offering, mainly
in foreign territories, including: (i) Delta Tecnologías de Información SL, based in Barcelona and Madrid, active in the development
of solutions in the areas of Digital Identity, biometrics, and Data Automation; (ii) Visicon GmbH, based in Germany, specialised in
application consulting on the SAP and EDI (Electronic Data Interchange) platform for mid-market clients; (iii) 4IT Solutions Sagl,
based in the Canton of Ticino (Switzerland), a managed service provider specialised in end-to-end managed services in the areas of
infrastructure, cybersecurity, networking, and modern workplace; (iv) Albasoft Srl, based in Padua, specialised in the development
of software solutions for corporate financial and treasury management, with platforms dedicated to the monitoring of financial flows
and to the integration between ERP systems and remote banking services. The revenue trend of Euro 908.8 million compared
with Euro 875.7 million in FY 2025, up 3.8% Y/Y, reflects the contribution of approximately Euro 30 million from the corporate
acquisitions completed over the last 12 months reported above and the entry into the scope, in the second half of the previous year,
of certain companies subject to M&A (Innofour NV, Metisoft SpA, IT Pas Srl). The revenue trend at the organic level, excluding the
aforementioned effect of the changes in scope, is substantially in line with the financial year ended 30 April 2025.
Below is the reclassified income statement of the SSI Sector (data in Euro thousands) as of 30 April 2026, compared with the
previous financial year ended 30 April 2025.
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Performance as of April 30, 2026
SSI Sector
(Euro thousands) 04/30/2026 % 04/30/2025 % Change 26/25
Third-party revenues 876,082 - 839,934 - 4.3%
Inter-sector revenues 6,026 - 9,943 - -39.4%
Total Revenues 882,108 - 849,877 - 3.8%
Other income 26,671 - 25,773 - 3.5%
Total revenues and other income 908,779 100.0% 875,650 100.0% 3.8%
Cost of purchasing products (340,411) -37.5% (332,016) -37.9% 2.5%
Costs for services and use of third-party goods (198,541) -21.8% (203,102) -23.2% -2.2%
Personnel costs (269,400) -29.6% (240,426) -27.5% 12.1%
Other operating expenses (3,869) -0.4% (5,242) -0.6% -26.2%
Ebitda 96,558 10.6% 94,864 10.8% 1.8%
Depreciation/Amortisation of tangible and intangible assets
(software)
(37,909) -4.2% (35,691) -4.1% 6.2%
Provisions and other non-monetary costs (4,345) -0.5% (1,925) -0.2% 125.7%
Adjusted operating result (Adjusted Ebit) 54,304 6.0% 57,248 6.5% -5.1%
Amortisation of client lists and technological know-how (PPA) (23,118) -2.5% (18,049) -2.1% 28.1%
Other non-monetary costs (1,448) -0.2% (698) -0.1% 107.4%
Operating result (Ebit) 29,738 3.3% 38,501 4.4% -22.8%
Net financial income and expense (11,940) -1.3% (11,735) - 1.7%
Result before taxes 17,798 2.0% 26,766 3.1% -33.5%
Income taxes (8,694) -1.0% (11,476) - -24.2%
Net result for the year 9,104 1.0% 15,290 1.7% -40.5%
Net result attributable to minority shareholders 3,259 0.4% 2,010 0.2% 62.1%
Net result attributable to the Group 5,845 0.6% 13,280 1.5% -56.0%
Adjusted net result 26,826 3.0% 30,636 3.5% -12.4%
Adjusted net result attributable to the Group 23,567 2.6% 28,626 3.3% -17.7%
Total Revenues and Other Income as of 30 April 2026 amounts to Euro 908.8 million, up 3.8% Y/Y, accrued in a still unfavourable
context with weak demand in certain economic districts. The EBITDA result amounts to Euro 96.6 million, up slightly (+1.8% Y/Y)
compared with 30 April 2025 (EBITDA margin of 10.6% as of 30 April 2026 vs 10.8% as of 30 April 2025), which reflects, in addition
to the revenue trend indicated above, the re-engineering actions and the investments in technological platforms, geared toward
the recovery of operating efficiency, with a reversal of the trend in the second half (November 2025 – April 2026 period) that shows
EBITDA growth of 4.8% Y/Y. The Group’s Net Profit as of 30 April 2026 amounts to Euro 5.8 million (-56.0% Y/Y) and reflects the
operating profitability trend (-22.8% Y/Y), the higher depreciation and write-down costs of Euro 4.6 million Y/Y (+12.3% Y/Y), the
higher amortisation of customer lists and know-how and stock grant costs of Euro 5.8 million Y/Y (+31.0% Y/Y), net of net financial
expenses, which remain stable Y/Y.
The Group’s Adjusted Net Profit, expressed before amortisation relating to customer lists and know-how arising from PPA of
corporate acquisitions (Euro 23.1 million, up 28.1% Y/Y) and stock grant costs, amounts to Euro 23.6 million, down 17.7% Y/Y.
76
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Reclassified Balance Sheet
(Euro thousands) 04/30/2026 04/30/2025 Change 26/25
Intangible fixed assets 310,150 297,544 12,606
Tangible fixed assets (right of use) 86,609 81,249 5,360
Investments carried at equity 2,009 3,379 (1,370)
Other non-current receivables and assets and prepaid taxes 14,704 8,999 5,705
Total non-current assets 413,472 391,171 22,301
Inventories 25,017 22,407 2,610
Trade receivables 234,230 230,668 3,562
Other current assets 108,497 97,099 11,398
Current assets for the year 367,744 350,174 17,570
Trade payables 191,096 167,431 23,665
Other current payables 219,639 197,424 22,215
Short-term liabilities for the year 410,735 364,855 45,880
Net working capital (42,991) (14,681) (28,310)
Provisions and other non-current tax liabilities 86,542 81,850 4,692
Employee benefits 43,939 44,881 (942)
Net non-current tax liabilities 130,481 126,731 3,750
Net Invested Capital 240,000 249,759 (9,759)
Shareholders’ Equity 48,918 65,348 (16,430)
Liquidity and other financial assets (131,954) (130,886) (1,068)
Current and non-current loans 195,944 184,877 11,067
Net Financial Position 63,990 53,991 9,999
Financial liabilities rights of use IFRS 16 38,159 36,738 1,421
Payables and commitments with minority shareholders for equity investments 89,362 93,682 (4,320)
Net Financial Position Reported 191,511 184,411 7,100
The Net Financial Position as of 30 April 2026 is negative by Euro 64.0 million, compared with a negative balance of Euro 54.0 million as
of 30 April 2025, and reflects the operating cash flow net of investments in intangible assets relating mainly to the companies and equity
investments acquired during the year (M&A and the purchase of minorities functional to the corporate rationalisation, for approximately
Euro 55 million net of the disposal of non-core assets – TeamSystem business unit – for approximately Euro 10 million).
The Reported Net Financial Position (calculated net of future commitments for the purchase of equity investments of Euro 89.3 million
and IFRS 16 liabilities of Euro 38.2 million) as of 30 April 2026 is negative by Euro 191.5 million compared with Euro 184.4 million as of
30 April 2025 and reflects, in addition to the dynamics reported above, the reduction in IFRS liabilities for commitments for the purchase
of equity investments from shareholders of Euro 4.3 million Y/Y and the increase for rights of use of Euro 1.4 million Y/Y following the
extension of the operating scope.
Consolidated shareholders’ equity as of 30 April 2026 amounts to Euro 48.9 million compared with Euro 65.3 million as of 30 April 2025
and reflects the result for the period net of the changes in consolidation reserves.
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Performance as of April 30, 2026
3.2.4. Results of Business Services sector
The Business Services Sector, active in offering digital platforms and vertical applications for the Financial Services industry, continues
its entirely organic growth, supported by the development of applications and digital platforms dedicated to the Financial Services
industry, with an expected return to double-digit growth in FY2027 thanks to the contracts acquired in the second half of FY2026, not
yet gone to market during the year. As of 30 April 2026, the Sector achieved revenues and other income of Euro 158.5 million, up 3.2%,
and EBITDA of Euro 29.7 million, up 8.8% (EBITDA margin of 18.8%, up from 17.8%).
Below is the reclassified income statement of the Business Services Sector (data in Euro thousands) as of 30 April 2026, compared
with the previous financial year ended 30 April 2025.
Business Services sector
(Euro thousands) 2026 % 2025 % Change 26/25
Third-party revenues 146,340 - 139,086 - 5.2%
Inter-sector revenues 2,183 - 1,329 - 64.3%
Total Revenues 148,523 - 140,415 - 5.8%
Other income 9,929 - 13,121 - -24.3%
Total revenues and other income 158,452 100.0% 153,536 100.0% 3.2%
Cost of purchasing products and software (12,082) -7.6% (11,973) -7.8% 0.9%
Costs for services and use of third-party goods (55,281) -34.9% (56,060) -36.5% -1.4%
Personnel costs (60,120) -37.9% (57,124) -37.2% 5.2%
Other operating expenses (1,239) -0.8% (1,057) -0.7% 17.2%
Ebitda 29,730 18.8% 27,322 17.8% 8.8%
Depreciation/Amortisation of tangible and intangible assets
(software)
(8,434) -5.32% (7,215) -4.7% 16.9%
Provisions and other non-monetary costs (1,513) -0.95% (840) -0.5% 80.1%
Adjusted operating result (Adjusted Ebit) 19,783 12.5% 19,267 12.5% 2.7%
Amortisation of client lists and technological know-how (PPA) (11,134) -7.0% (10,856) -7.1% 2.6%
Other non-monetary costs (312) -0.2% (125) -0.1% 149.6%
Operating result (Ebit) 8,337 5.3% 8,286 5.4% 0.6%
Net financial income and expense (3,634) - (2,929) - 24.1%
Result before taxes 4,703 3.0% 5,357 3.5% -12.2%
Income taxes (698) - 244 - -386.1%
Net result for the year 4,005 2.5% 5,601 3.6% -28.5%
Net result attributable to minority shareholders (201) - (804) - -75.0%
Net result attributable to the Group 4,206 2.7% 6,405 4.2% -34.3%
Adjusted net result 12,212 7.7% 13,417 8.7% -9.0%
Adjusted net result attributable to the Group 12,413 7.8% 14,221 9.3% -12.7%
Revenues and other income amount to Euro 158.5 million as of 30 April 2026, up 3.2% Y/Y, with an EBITDA result of Euro 29.7
million (+8.8% Y/Y). The EBITDA margin moved from 17.8% as of 30 April 2025 to 18.8% as of 30 April 2026, thanks to the deve-
lopment of revenues deriving from the vertical applications sector.
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3. Performance as of
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5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
The Group’s Net Profit as of 30 April 2026 amounts to Euro 4.2 million (-34.3% Y/Y) and reflects the favourable trend in operating
profitability (+8.8% Y/Y), after depreciation, write-downs, and non-monetary charges of Euro 21.4 million (+12.6% Y/Y), financial
expenses of Euro 3.6 million (up 24.1% compared with 30 April 2025), and taxes of Euro 698 thousand. The Group’s Adjusted Net
Profit, expressed before amortisation relating to customer lists and know-how arising from PPA, net of the related tax effect, amoun-
ts to Euro 12.4 million, down 12.7% Y/Y.
Reclassified Balance Sheet
(Euro thousands) 04/30/2026 04/30/2025 Change 26/25
Intangible fixed assets 192,430 182,770 9,660
Tangible fixed assets (right of use) 18,922 18,807 115
Investments carried at equity 103 435 (332)
Other non-current receivables and assets and prepaid taxes 5,718 6,201 (483)
Total non-current assets 217,173 208,213 8,960
Inventories 5,690 5,777 (87)
Trade receivables 57,976 50,736 7,240
Other current assets 12,697 9,524 3,173
Current assets for the year 76,363 66,037 10,326
Trade payables 31,146 27,822 3,324
Other current payables 36,545 25,804 10,741
Short-term liabilities for the year 67,691 53,626 14,065
Net working capital 8,672 12,411 (3,739)
Provisions and other non-current tax liabilities 41,402 43,444 (2,042)
Employee benefits 8,716 9,055 (339)
Net non-current liabilities 50,118 52,499 (2,381)
Net Invested Capital 175,727 168,125 7,602
Shareholders’ Equity 53,806 41,424 12,382
Liquidity and other financial assets (46,573) (28,489) (18,084)
Current and non-current loans 129,292 92,521 36,771
Net Financial Position 82,719 64,032 18,687
Financial liabilities rights of use IFRS 16 6,993 7,828 (835)
Payables and commitments with minority shareholders for equity investments 32,209 54,841 (22,632)
Net Financial Position Reported 121,921 126,701 (4,780)
The Net Financial Position as of 30 April 2026 is negative by Euro 82.7 million, compared with a negative balance of Euro 64.0
million as of 30 April 2025, and reflects the operating cash flow dynamics and the investments in intangible assets relating mainly to
the payment of Earn-Outs and deferred prices. The Reported Net Financial Position (calculated net of future commitments for the
purchase of equity investments of Euro 32.2 million and IFRS 16 liabilities of Euro 7.0 million) as of 30 April 2026 is negative by Euro
121.9 million, an improvement compared with Euro 126.7 million following the reduction in liabilities and commitments for the pur-
chase of equity investments from minority shareholders and IFRS 16 liabilities of Euro 23.4 million. Shareholders’ Equity amounts
to Euro 53.8 million as of 30 April 2026, up from Euro 41.4 million as of 30 April 2025, thanks to the profits achieved during the year.
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3.2.5. Results of Corporate and Digital Ecosystem Sector
The Sector is active, on the one hand, in the management of Corporate Services activities (strategic governance, administration,
finance, control, human resources management, organization and digital, legal and compliance, extraordinary finance, stakeholder
relations) for the benefit of the Group’s companies through Sesa SpA and, on the other hand, operates in the offering of digital
services in the areas of customer experience and technical assistance, through digital ecosystems and the companies Adiacent SpA
Società Benefit and ISD Italy respectively. During the year, Sesa continued its work developing the platform enabling innovation,
including digital innovation, and the sustainable growth of the Group’s companies.
Below is the reclassified income statement of the Corporate and Digital Ecosystem Sector (data in Euro thousands) as of 30 April
2026, compared with the previous financial year ended 30 April 2025.
Corporate Sector and Digital Ecosystem
(Euro thousands) 2026 % 2025 % Change 26/25
Third-party revenues 30,225 - 34,512 - -12.4%
Inter-sector revenues 28,265 - 20,615 - 37.1%
Total Revenues 58,490 - 55,127 - 6.1%
Other income 8,999 - 6,928 - 29.9%
Total revenues and other income 67,489 100% 62,055 100% 8.8%
Cost of purchasing products (2,707) -4.0% (6,174) -9.9% (56.2%)
Costs for services and use of third-party goods (30,188) -44.7% (26,666) -43.0% 13.2%
Personnel costs (28,598) -42.4% (24,652) -39.7% 16.0%
Other operating expenses (621) -0.9% (435) -0.7% 42.8%
Ebitda 5,375 8.0% 4,128 6.7% 30.2%
Depreciation/Amortisation of tangible and intangible assets
(software)
(1,952) -2.9% (1,204) -1.9% 62.1%
Provisions and other non-monetary costs (720) -1.1% (460) -0.7% 56.5%
Adjusted operating result (Adjusted Ebit) 2,703 4.0% 2,464 4.0% 9.7%
Amortisation of client lists and technological know-how (PPA) (806) -1.2% (789) -1.3% 2.2%
Other non-monetary costs (4,565) (6.8%) (5,648) (9.1%) -19.2%
Operating result (Ebit) (2,668) -4.0% (3,973) -6.4% -32.8%
Net financial income and expense 5,857 - (221) - -2750.2%
Result before taxes 3,189 4.7% (4,194) -6.8% -176.0%
Income taxes (161) - 269 - -159.9%
Net result for the year 3,028 4.5% (3,925) -6.3% -177.1%
Net result attributable to minority shareholders 250 - (42) - -695.2%
Net result attributable to the Group 2,778 4.1% (3,883) -6.3% -171.5%
Adjusted net result 7,005 10.4% 803 1.3% 772.5%
Adjusted net result attributable to the Group 6,755 10.0% 845 1.4% 699.6%
Total revenues and other income of the Sector, amounting to Euro 67.5 million, are up 8.8% thanks to the development of corporate
services and the growth in Digital Ecosystem revenues. Operating profitability (EBITDA) as of 30 April 2026 amounts to Euro 5.4 million,
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5. Consolidated
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6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
up from Euro 4.1 million as of 30 April 2025 (+30.2% Y/Y), following the increase in revenues and profitability of Digital Ecosystem.
Depreciation, amortisation, provisions, and other non-monetary costs, totalling Euro 5.4 million, mainly comprise the notional cost
of Euro 4.6 million relating to the annual tranche and a portion of the three-year tranche of the 2024–2026 Stock Grant Plan. After
net financial income of Euro 5,857 thousand, which includes capital gains from the disposal of the 6.6% stake in DV Holding SpA
carried out in March 2026 of approximately Euro 7.2 million, and taxes of Euro 161 thousand, the result for the year amounts to Euro
3.0 million as of 30 April 2026, compared with a negative result of Euro 3.9 million as of 30 April 2025.
Reclassified Balance Sheet
(Euro thousands) 04/30/2026 04/30/2025 Change 26/25
Intangible fixed assets 10,519 9,991 528
Tangible fixed assets (right of use) 4,263 3,650 613
Investments carried at equity (68) 520 (588)
Other non-current receivables and assets and prepaid taxes 109,367 108,435 932
Total non-current assets 124,081 122,596 1,485
Inventories 1,191 1,191 -
Trade receivables 36,103 25,895 10,208
Other current assets 736 (883) 1,619
Current assets for the year 38,030 26,203 11,827
Trade payables 14,163 12,156 2,007
Other current payables 23,773 18,292 5,481
Short-term liabilities for the year 37,936 30,448 7,488
Net working capital 94 (4,245) 4,339
Provisions and other non-current tax liabilities 3,490 3,260 230
Employee benefits 6,330 6,239 91
Net non-current liabilities 9,820 9,499 321
Net Invested Capital 114,355 108,852 5,503
Shareholders’ Equity 110,692 109,432 1,260
Liquidity and other financial assets (12,403) (4,922) (7,481)
Current and non-current loans 12,831 1,433 11,398
Net Financial Position 428 (3,489) 3,917
Financial liabilities rights of use IFRS 16 2,853 2,518 335
Payables and commitments with minority shareholders for equity investments 382 391 (9)
Net Financial Position Reported 3,663 (580) 4,243
From a balance sheet and financial perspective, the balance of the main indicators is confirmed compared with the previous year.
The Sector closes the year with shareholders’ equity of Euro 110.7 million, compared with Euro 109.4 million as of 30 April 2025,
mainly as a result of (i) the result for the period, (ii) the distribution of dividends of Euro 15.5 million carried out in September 2025,
and (iii) the change in reserves resulting from the purchase and movement of treasury shares serving the Stock Grant Plan.
The Net Financial Position as of 30 April 2026 is negative (net debt) by Euro 0.4 million, a worsening compared with 30 April 2025,
and reflects the operating cash generation net of the investments for the period, the treasury share purchase plan of Euro 25.0
million, and the distribution of dividends of Euro 15.5 million carried out in September 2025.
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Performance as of April 30, 2026
3.3. Economic and financial results of the parent company
Sesa SpA
The reclassified income statement (in Euro thousands) as of April 30, 2026 is provided below, and compared with the previous
year ended April 30, 2025.
Reclassified income statement
(Euro thousands) 04/30/2026 % 04/30/2025 % Change 26/25
Net revenue 18,605 - 17,166 - 8.4%
Other Income 8,310 - 6,061 - 37.1%
Total revenues and other income 26,915 100.0% 23,227 100.0% 15.9%
Purchase of goods and software (143) 0.5% (99) 0.4% 43.7%
Costs for services and use of third-party goods (10,008) 37.2% (8,516) 36.7% 17.5%
Personnel costs (11,360) 42.2% (10,891) 46.9% 4.3%
Other operating expenses (1,025) 3.8% (361) 1.6% 183.7%
Total Operating Costs (22,536) 83.7% (19,867) 82.9% 13.4%
Gross Operating Margin (Ebitda) 4,379 16.3% 3,360 14.5% 30.3%
Depreciation/Amortisation of tangible and intangible assets
(software)
(825) - (702) 3.0% 17.4%
Provisions and other non-monetary costs - - - - -
Adjusted operating result (Adjusted Ebit) 3,555 13.2% 2,657 11.4% 33.8%
Other non-monetary costs (7,773) - (7,169) 30.9% 8.4%
Operating result (Ebit) (4,218) -15.7% (4,512) -19.4% -6.5%
Net financial income and expense 32,052 - 27,506 - 16.5%
Result before taxes 27,834 103.4% 22,994 99.0% 21.0%
Income taxes 377 - 488 - -22.9%
Net result for the year 28,211 104.8% 23,482 101.1% 20.1%
Total revenues and other income amount to Euro 26.9 million as of 30 April 2026, up Euro 3.7 million (+15.9% Y/Y) compared with
the previous year, following the development of corporate services (administrative and financial management, planning and control,
digital and organization, human resources, corporate governance, legal and compliance for the benefit of the Group’s companies).
Total operating costs as of 30 April 2026 amount to Euro 22.5 million, up Euro 2.7 million (+13.4% Y/Y) from Euro 19.9 million as
of 30 April 2025, following the development of the enablement platform for the benefit of the sustainable growth and value creation
of the Group’s companies. The Gross Operating Margin (EBITDA), amounting to Euro 4.4 million as of 30 April 2026, is up 30.3%
compared with the previous year.
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4. Consolidated
Sustainability Report
Other non-monetary costs mainly comprise the notional Stock Grant costs of Euro 7.7 million relating to the annual tranche and a
portion of the three-year tranche of the 2024–2026 Stock Grant Plan. Net financial income moved from Euro 27.5 million as of 30
April 2025 to Euro 32.1 million as of 30 April 2026 and includes dividends from subsidiaries and the proceeds from the disposal of
the 6.6% stake in Digital Value completed during the year. Net profit after taxes amounts to Euro 28.2 million as of 30 April 2026, up
20.1% compared with the previous year. Below is the reclassified balance sheet (data in Euro thousands) for the financial year ended
30 April 2026, compared with the previous financial year ended 30 April 2025.
Reclassified Balance Sheet
(Euro thousands) 04/30/2026 04/30/2025 Change 26/25
Intangible fixed assets 1,402 866 536
Tangible fixed assets (right of use) 1,465 1,378 87
Equity investments and other non-current receivables 104,339 105,027 (687)
Total non-current assets 107,206 107,271 (65)
Inventories - - -
Trade receivables 6,692 3,487 3,205
Other current assets 18,909 10,232 8,677
Current assets for the year 25,600 13,719 11,881
Trade payables 3,076 2,081 995
Other current payables 19,186 11,026 8,160
Short-term liabilities for the year 22,262 13,107 9,155
Net working capital 3,338 612 2,726
Provisions and other non-current tax liabilities 524 19 505
Employee benefits 2,156 2,245 (89)
Net non-current liabilities 2,680 2,264 416
Net Invested Capital 107,865 105,529 2,336
Shareholders’ Equity 104,107 105,972 (1,865)
Liquidity and other financial assets (8,684) (1,085) (7,599)
Current and non-current loans 11,893 - 11,893
Net Financial Position 3,209 (1,085) 4,294
Financial liabilities rights of use IFRS 16 531 604 (73)
Payables and commitments with minority shareholders for equity investments 18 27 (9)
Net Financial Position Reported 3,758 (453) 4,211
The balance sheet as of 30 April 2026 shows shareholders’ equity of Euro 104.1 million (vs Euro 106.0 million Y/Y) and a Reported Net
Financial Position of Euro 3,758 thousand, compared with net liquidity of Euro 453 thousand as of 30 April 2025, mainly as a result of
the profits for the period (Euro 28.2 million) net of the dividend paid to shareholders of approximately Euro 15.5 million and the Buy-Back
plan during the year of approximately Euro 25 million.
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Net Financial Position
(Euro thousands) 04/30/2026 04/30/2025 Change 26/25
Liquidity (8,457) (185) (8,272)
Current financial receivables and short-term securities (228) (900) 673
Current loans 2,286 - 2,286
Current Net Financial Position (6,398) (1,085) (5,313)
Non-current Net Financial Position 9,607 - 9,607
Net Financial Position 3,209 (1,085) 4,294
Financial liabilities rights of use IFRS 16 531 604 (73)
Payables and commitments with minority shareholders for equity investments 18 27 (9)
Total Net Financial Position Reported 3,758 (453) 4,211
3.4. ESG Targets and Indicators
The growing importance of non-financial matters in defining corporate strategy, Sesa’s purpose of generating sustainable value
for the benefit of all stakeholders by promoting innovation-including digital innovation-within businesses and organisations and
enhancing people’s well-being, and the attention stakeholders devote to ESG matters encourage us to measure our environmental
and community impacts systematically and transparently.
Sesa has long pursued a sustainable development model and worked to reduce its environmental impact. It has therefore decided
to further strengthen and integrate sustainability into its business by defining specific environmental, social and governance KPIs
and targets.
Following the roadmap set out in the Integrated Annual Report as of 30 April 2025, the defined ESG targets have been further
developed and formalised in the Group Sustainability Plan, which serves as the main strategic guidance tool for integrating
environmental, social and governance objectives into the Group’s industrial and financial strategies. The targets were defined with
input from the key functional areas and the various business sectors, and approved by the relevant governance bodies. Set out
below are the Group’s key ESG indicators, which show a general improvement in sustainability performance as of April 30, 2026.
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
3.5. Significant events occurring after the end of the year
No significant events occurred after the end of the financial year.
3.6. Business Outlook
In the first months of the new financial year, the Sesa Group continued the development path outlined by the new 2027–2028
Business Plan, strengthening its role as a Digital Integrator and partner for the digital innovation of companies and organizations.
In a market context characterised by the growing demand for solutions enabling the progressive adoption of Artificial Intelligence
and Automation, investments in digital platforms and competencies for the transformation of the offering and operating models will
continue, pursuing objectives of sustainable growth and long-term value creation.
The 2027–2028 Business Plan provides for the continuation of the transformation path launched in the last financial year, with a
focus on the organic growth of the Group’s core businesses, organizational simplification, the progressive reduction of legal entities,
and the growing adoption of AI, Automation, and Digital Platform as the main levers for improving operating efficiency and market
penetration.
In light of the results achieved in FY2026, in which the objectives of the previous Business Plan were met, and considering the
prospects of the Italian digital market, expected to grow by approximately 3.5% annually in the 2026–2029 period, the new 2027–
2028 Business Plan provides for annual growth in revenues of between 5% and 7.5% and in operating profitability of between 5%
and 10%, with the strengthening of the balance sheet and financial soundness.
Other ESG Index
Unit of measure 04/30/2026 04/30/2025 04/30/2024 04/30/2023 Change 26/25
Employees Employees 6,651 6,112 5,204 4,440 +8.83%
Revenue Euro million 3,621 3,273 3,211 2,907 +10.63%
Energy-intensity index
17
GJ/Euro million 36,90 39,04 32,93 32,13 -5.47%
Per-capita energy-intensity index
18
GJ/employee 19,74 19,56 20,32 21,04 +0.90%
Carbon intensity
19
tCO
2
/employee 1,75 1,99 1,78 1,87 -12.09%
Per-capita emissions
20
tCO
2
/employee 0,95 1,07 1,10 1,22 -10.64%
Per-capita Scope 1 emissions
21
tCO
2
/employee 0,84 0,94 1,01 1,08 -10.78%
Per-capita market-based Scope 2 emissions
22
tCO
2
/employee 0,11 0,13 0,09 0,15 -9.62%
Per-capita location-based Scope 2 emissions
23
tCO
2
/employee 0,39 0,72 0,73 0,77 -46.88%
Per-capita electricity consumption
24
kWh/employee 1,984 2,157 2,171 2,296 -8.02%
Per-capita electricity consumption
24
MWh/employee 1,98 2,16 2,17 2,30 -8.02%
17. Energy consumption-electricity and natural gas-divided by revenue
18. Energy consumption-electricity and natural gas-in GJ divided by average headcount
19. Scope 1 GHG emissions plus market-based Scope 2 GHG emissions, divided by revenue
20. Scope 1 GHG emissions plus market-based Scope 2 GHG emissions, divided by average
headcount
21. Scope 1 GHG emissions divided by average headcount
22. Market-based Scope 2 GHG emissions divided by average headcount
23. Location-based Scope 2 GHG emissions divided by average headcount
24. Electricity consumption divided by average headcount
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6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Consolidated
Sustainability
Statement
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statements as of
April 30, 2026
4. Consolidated
Sustainability Report
4.1 General Information
(ESRS 2)
ESRS 2 BP-1: GENERAL BASIS FOR PREPARATION
OF THE SUSTAINABILITY STATEMENT
This document constitutes the Sesa Group’s 2026
Consolidated Sustainability Statement (hereinafter also
the “Sustainability Statement” or the “Statement”). It has been
prepared pursuant to Italian Legislative Decree No. 125 of
September 6, 2024, implementing Directive (EU) 2022/2464
of the European Parliament and of the Council of December
14, 2022 - the Corporate Sustainability Reporting Directive, or
CSRD - and in accordance with the European Sustainability
Reporting Standards (ESRS), as developed by the European
Financial Reporting Advisory Group (EFRAG) and adopted
by the European Union. It also addresses the disclosure
requirements under Article 8 of the EU Taxonomy Regulation
and the related delegated acts. In light of the new ESG regulatory
framework, the structure and content of the Statement have
been supplemented to ensure that the information concerning
the Sesa Group’s activities is understandable and possesses
the other qualitative characteristics set out in Appendix B to
ESRS 1. The document covers the material sustainability
matters relating to FY 2026, from May 1, 2025 to April 30,
2026, consistent with the Group’s Management Report and
financial statements, with which it shares the same scope of
consolidation.
The purpose of the Statement is to enable stakeholders to
understand the Group’s material impacts on people and the
environment and the material effects of sustainability matters
on the development and performance of the business.
The information in the Consolidated Sustainability Statement
is based on the results of the Group’s double materiality
assessment (hereinafter also the “Double Materiality
Assessment” or “DMA”), which enabled Sesa to identify its
material impacts, risks and opportunities (hereinafter also
“IROs”). The identification and assessment of the IROs
considered both the Group’s own operations and the upstream
and downstream value chain in which it operates.
Greater availability and granularity of value-chain data are
expected in the future as reporting and disclosure obligations
are progressively extended. For a detailed description of
the results of the double materiality assessment, reference
should be made to the sections “SBM-1: Strategy, business
model and value chain” and “SBM-3: Material impacts, risks
and opportunities and their interaction with strategy and the
business model”.
Although permitted by the applicable legislation, for the 2026
reporting year Sesa did not use the option to omit specific
information concerning intellectual property, know-how or
the results of innovation, nor did it apply the exemption from
disclosing information relating to impending developments or
matters in the course of negotiation. Unless otherwise stated,
the information and metrics presented in this document have
not been verified by third parties other than the independent
auditor engaged to provide assurance over the sustainability
information.
This Consolidated Sustainability Statement, included in the
Management Report, is subject to limited assurance by KPMG
S.p.A. The independent auditor’s report on the Consolidated
Sustainability Statement is presented after the annexes.
This 2026 Statement was prepared while the regulatory
framework applicable to environmental communications and
so-called green claims was evolving. In particular, Italian
Legislative Decree No. 30 of February 20, 2026, implementing
Directive (EU) 2024/825, entered into force on March 24, 2026;
the related provisions will apply from September 27, 2026. In
view of this regulatory transition and the fact that the document
was structured and prepared before the applicable criteria had
been fully consolidated, certain wording, images or information
contained in the Report may not fully reflect the most recent
guidance on environmental communications and consumer
protection. The Company is committed to updating its future
external communications, ensuring ever greater clarity,
specificity, verifiability and transparency in the environmental
information disclosed.
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Consolidated Sustainability Report
ESRS 2 BP-2: DISCLOSURES IN RELATION TO
SPECIFIC CIRCUMSTANCES
The content of the 2026 Sustainability Statement was defined
with the involvement of the principal corporate functions,
which worked in close cooperation under the coordination
of the Sustainability function. Performance indicators were
selected on the basis of the double materiality assessment
and are collected annually through a Group-wide process for
gathering, aggregating and transmitting data and information,
managed through dedicated IT platforms used to collect and
consolidate sustainability data.
Time horizons: In preparing the Consolidated Sustainability
Statement and analysing information concerning material
sustainability-related IROs, Sesa applied the time horizons
defined by ESRS 1:
• the short-term horizon is a period of one year from the
current reporting date;
• the medium-term horizon extends from one to five years
from the current reporting period;
• the long-term horizon begins more than five years after
the current reporting period.
Estimates relating to the value chain: To provide a fair
representation of performance and ensure data reliability,
the use of estimates was limited as far as possible. Where
estimates were used, they were based on the best available
methodologies and appropriately identified. Scope 1 GHG
emissions were not estimated. Scope 2 GHG emissions
were subject to limited assumptions relating to electricity and
natural-gas consumption determined on a standardised basis.
The reported metrics also include certain value-chain data,
principally relating to Scope 3 GHG emissions. In accordance
with the GHG Protocol, where primary data are unavailable
these data may be determined using indirect sources,
recognised emission factors and proxies. The estimates are
considered reasonably representative for reporting purposes,
although they carry a higher degree of uncertainty than
primary data. The Group will continue to progressively improve
the collection of primary data throughout the value chain in
order to increase the accuracy of the information reported.
The calculation criteria applied to each emissions category are
described in “E1-6: Gross Scope 1, 2 and 3 and total GHG
emissions”.
Sources of estimation and outcome uncertainty: Sesa
did not identify any quantitative metrics and/or monetary
amounts subject to a high level of measurement uncertainty.
Sustainability information was compared with the previous
reporting period in order to provide a more complete and
consistent representation of the estimates used.
Reporting errors in prior periods: This document does
not contain changes arising from material reporting errors in
previous reporting periods.
Disclosures required by other legislation or sustainability-
reporting provisions: Information additional to the ESRS
requirements that is required by other legislation containing
sustainability disclosure obligations or by sustainability-
reporting provisions is presented in the chapters and sections
concerning the relevant matters. The list of datapoints deriving
from other EU legislation, as set out in Appendix B to ESRS 2,
is presented in Annex 2 to the ESRS Content Index.
Use of transitional provisions under Appendix C to ESRS
1: In accordance with Appendix C to ESRS 1, Sesa applied
transitional provisions in relation to: Disclosure Requirement
SBM-1 (Strategy, business model and value chain), with
reference to paragraphs 40(b) and 40(c); the quantification
of anticipated financial effects arising from climate-related
risks and opportunities under Disclosure Requirement E1-9;
pollution-related anticipated financial effects under Disclosure
Requirement E2-6; anticipated financial effects related to
water and marine resources under Disclosure Requirement
E3-5; and anticipated financial effects related to resource use
and the circular economy under Disclosure Requirement E5-6.
Governance
This section provides an overview of the governance
processes, controls and procedures established to monitor,
manage and oversee the Group’s material impacts, risks and
opportunities.
ESRS 2 GOV-1: THE ROLE OF THE ADMINISTRATIVE,
MANAGEMENT AND SUPERVISORY BODIES
The administrative, management and supervisory bodies
operate within a clear hierarchical structure headed by the
Board of Directors. The structure includes supervisory
bodies with operational responsibilities, such as the
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Management Control Committee, and several Board committees, including the Sustainability Committee, the Control and
Risks and Related Parties Committee, and the Nomination and Remuneration Committee.
The Board of Directors is the collective management body vested with all powers of ordinary and extraordinary administration.
It provides direction and oversight over the general activities of the Group headed by Sesa S.p.A., pursuing the Group’s
sustainable growth and development. The Board assesses management performance by comparing actual results with planned
results and evaluates the risks compatible with the strategic targets, taking account of the factors that may affect the Company’s
sustainable success. When approving the Integrated Annual Report, it also periodically examines and assesses the adequacy of
the organizational, administrative and accounting structure, with particular reference to the internal control and risk management
system, on the basis of the preparatory work carried out by the Control and Risks and Related Parties Committee, which in turn
draws on the reviews performed by Internal Audit.
The Board of Directors of Sesa S.p.A. consists of a variable number of members, from a minimum of five to a maximum of
thirteen, as determined by the Shareholders’ Meeting. The number, expertise, standing and time commitment of the non-executive
Directors are such as to ensure that their judgement carries significant weight in Board decisions and that management is effectively
monitored.
The Company’s Board of Directors currently comprises ten Directors: four executive Directors, all men; one non-executive Director,
a man; and five non-executive independent Directors, four women and one man.
Board of Directors
Director Gender Date of birth Position Term of office
Paolo Castellacci
♂♂ 03/30/1947 Chairman
Until approval of the financial statements as
of April 30, 2027
Giovanni Moriani
♂♂ 11/19/1957 Executive Deputy Chairman
Until approval of the financial statements as
of April 30, 2027
Moreno Gaini
♂♂ 09/14/1962 Executive Deputy Chairman
Until approval of the financial statements as
of April 30, 2027
Alessandro Fabbroni
♂♂ 03/03/1972 Chief Executive Officer
Until approval of the financial statements as
of April 30, 2027
Claudio Berretti
♂♂ 08/23/1972 Non-executive Director
Until approval of the financial statements as
of April 30, 2027
Giuseppe Cerati
♂♂ 05/15/1962 Independent Director
Until approval of the financial statements as
of April 30, 2027
Angela Oggionni
♀♀ 06/08/1982 Independent Director
Until approval of the financial statements as
of April 30, 2027
Chiara Pieragnoli
♀♀ 11/11/1972 Independent Director
Until approval of the financial statements as
of April 30, 2027
Giovanna Zanotti
♀♀ 03/18/1972 Independent Director
Until approval of the financial statements as
of April 30, 2027
Angelica Pelizzari
♀♀ 10/18/1971 Independent Director
Until approval of the financial statements as
of April 30, 2027
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Directors’ expertise
35%
Economic and financial
expertise
15%
Legal expertise
35%
Industrial expertise
15%
Sustainability expertise
The Board in figures
100%
5
59
40%
Average attendance per meeting
Five independent Directors
Average age
Women
The current gender composition of the Board is 60% men and
40% women. With regard to diversity policies for the compo-
sition of the administrative and supervisory bodies, the Board
did not consider it necessary to formalise the diversity policy al-
ready applied within the corporate organisation, since national
legislation contains adequate gender-balance provisions, which
the Company complied with when the administrative and super-
visory bodies were most recently renewed.
The Company applies diversity criteria, including gender
diversity, in the composition of both the administrative and
supervisory bodies, while maintaining the overriding objective
of ensuring that members possess appropriate expertise and
professionalism. The Board of Directors and the supervisory
body are also appropriately diversified in terms of the age,
education and professional backgrounds of their current
members.
Five of the ten members of the Board of Directors of Sesa
S.p.A. (50% of the total) are independent in accordance with
the independence requirements established by the applicable
legislation. The appointment of Directors is governed by Article
17 of the Company’s Articles of Association, “Number, term of
office and remuneration of Directors”, which takes account of
gender-balance legislation.
Further information on the personal and professional
characteristics and independence of Directors; expertise
relevant to the organisation’s impacts; mechanisms for
selecting members of the Board of Directors; the Chair of the
highest governance body; the processes used by the highest
governance body to prevent and mitigate conflicts of interest;
and memberships of other boards is provided in the Report on
Corporate Governance and Ownership Structure, available
in the Financial Statements and Reports section of www.sesa.it.
Among the supervisory and control bodies, the Management
Control Committee monitors compliance with laws and
the Articles of Association, oversees the management of
the Company, assesses the adequacy of the organizational
structure and monitors implementation of the Corporate
Governance Code. It also performs internal-control duties by
monitoring financial reporting, the effectiveness of the internal-
control and risk-management systems and the independence of
the independent auditor. It does not carry out the statutory audit,
which is entrusted to an audit firm appointed by the Shareholders’
Meeting. As part of the reviews carried out by the control bodies
during the year, the Committee coordinates with Internal Audit
and the Supervisory Body through periodic exchanges of
information. It consists of the independent Directors Giuseppe
Cerati, as Chair, Giovanna Zanotti and Chiara Pieragnoli. Its
gender composition is two women, or 67%, and one man, or
33%.
In 2022 the Board established the Sustainability Committee,
supported at operational level by the Sustainability Operating
Committee and by the Chief Sustainability Officer, Jacopo
Laschetti. The Committee currently comprises one man and two
women: Alessandro Fabbroni, Group Chief Executive Officer,
and the independent Directors Angelica Pelizzari, who serves
as Chair, and Giovanna Zanotti. It is responsible for defining
the overall strategic approach to sustainability, with particular
attention to the Group’s material impacts, risks and opportunities.
The Sustainability Committee defines and assesses the targets
to be pursued and the related monitoring arrangements,
with the aim of clearly communicating Sesa’s commitment to
sustainability matters to all stakeholders, in close cooperation
with the Chief Sustainability Officer. The Chief Executive Officer
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periodically reports to the full Board on the matters considered
by the Committee and on the related ESG activities and
programmes.
On July 18, 2023 the Board of Directors resolved to establish
a Nomination Committee, assigning it the functions provided
for by the Corporate Governance Code and combining it
with the existing Remuneration Committee. From that date,
the Remuneration Committee became the Nomination
and Remuneration Committee. In accordance with
Recommendation 26 of the Corporate Governance Code, it
consists of non-executive Directors, a majority of whom are
independent, and is chaired by an independent Director. Its
members are the independent Director Angela Oggionni,
as Chair, Giovanna Zanotti and Claudio Berretti. Its gender
composition is two women, or 67%, and one man, or 33%.
The Board of Directors has also established the Control and
Risks and Related Parties Committee, currently comprising
the independent Directors Giuseppe Cerati, as Chair, Giovanna
Zanotti and Chiara Pieragnoli. Its gender composition is
two women, or 67%, and one man, or 33%. In view of their
professional experience and the sector in which the Company
operates, the members have appropriate knowledge and
experience in risk management. Minutes are drawn up after
every meeting and record the Committee’s proposals.
The Board of Directors appointed Jacopo Laschetti as the
Officer Responsible for Sustainability Reporting, assigning
him responsibility for ensuring the effectiveness of sustainability
reporting and its compliance with the new ESG-reporting
requirements. Michele Ferri is Head of Internal Audit and is
responsible for assessing the operation and suitability of the
internal-control and risk-management system. The Head of
Internal Audit works on the basis of the mandate and audit
plan approved by the Board of Directors and prepares periodic
reports assessing the suitability of the internal-control and risk-
management system and the reliability of information systems,
including accounting systems. He reports on his activities to
the members of the Board, the Control and Risks and Related
Parties Committee and the Management Control Committee.
The methodology used to assess the internal-control and risk-
management system, including sustainability-related risks, is
based on the principles of the COSO Framework, one of the
leading international reference standards.
The effectiveness, size and composition of the Board and its
Committees are assessed at the intervals established by the
Corporate Governance Code. The most recent assessment was
performed on July 18, 2024, when the Board concluded that its
structure and that of its Committees complied with the Code.
Ultimately, the Board of Directors has final responsibility for
sustainability matters. It is responsible for approving the
sustainability strategy, reviewing the principal ESG risks
and opportunities, and monitoring performance against
the organisation’s sustainability targets. The Sustainability
Committee supports the Board in assessing environmental
and social policies, monitoring ESG KPIs and overseeing the
integration of ESG considerations into corporate strategy. The
Committee meets periodically and reports regularly to the
Board.
The composition of the administrative, management and
supervisory bodies of the companies included in the reporting
scope reflects the governance arrangements adopted by
each company. At the reporting date, no members had been
specifically appointed as representatives of employees or
other workers.
ESRS 2 GOV-2: INFORMATION PROVIDED TO AND
SUSTAINABILITY MATTERS ADDRESSED BY THE
UNDERTAKING’S ADMINISTRATIVE, MANAGEMENT
AND SUPERVISORY BODIES
The Sustainability Committee monitors the implementation
and effectiveness of the Group’s sustainability policies, actions,
metrics and targets. It meets at least quarterly, and whenever
otherwise necessary, to examine material sustainability-related
impacts, risks and opportunities and carries out preparatory,
advisory and support activities for the Board of Directors.
The Committee also supports the Board in preparing the
Consolidated Sustainability Statement.
At operational level, the Sustainability Operating Committee
coordinates periodically with the Sustainability Committee
and manages sustainability matters in cooperation with all the
principal internal functions. In particular, it manages the periodic
preparation and drafting of the Consolidated Sustainability
Statement. The Sustainability Operating Committee reports
directly to the Chief Executive Officer, confirming that
sustainability is a substantive component of Sesa’s strategy.
The Chief Executive Officer, in turn, periodically informs the
Board of Directors of the matters discussed and approved by
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the Sustainability Operating Committee. No significant matters
requiring communication to the Board of Directors were identified
during the year ended April 30, 2026.
The Sustainability Operating Committee is coordinated by the
Chief Sustainability Officer, who is responsible for leading and
overseeing implementation of the sustainability strategies,
ensuring compliance with corporate targets and coordination
among the functions involved. Together with the roles performed
by the Chief Executive Officer and Chief Sustainability Officer,
the two Sustainability Committees therefore play a crucial part in
overseeing corporate strategy, decisions concerning significant
transactions and the risk-management process.
ESRS 2 GOV-3: INTEGRATION OF SUSTAINABILITY-
RELATED PERFORMANCE IN INCENTIVE SCHEMES
Sesa has adopted a Remuneration Policy setting out the
targets, principles and guidelines followed by the Group in
determining and monitoring the application of remuneration
practices for Directors (including in their capacity as
members of the Management Control Committee) and key
management personnel. The Policy is consistent with the
Company’s governance model and the recommendations of
the Corporate Governance Code. Its purpose is to attract and
retain people of high professional and managerial calibre and
align management’s interests with the primary goal of creating
shareholder value over the medium to long term.
The Report on the Remuneration Policy and Remuneration Paid
describes and expands on the adopted Remuneration Policy,
specifying its targets, the bodies involved, the procedures used
for its adoption and implementation, and the remuneration paid.
The purpose of the report is to share with Shareholders and
other stakeholders the Company’s reward policy, which is an
essential instrument for achieving short-, medium- and long-
term targets.
Principal parties and bodies involved in preparing and
approving the Remuneration Policy.
The Shareholders’ Meeting: (a) determines the remuneration
of the members of the Board of Directors; (b) casts a binding
vote on Section I of the Report on the Remuneration Policy and
Remuneration Paid; (c) casts an advisory vote on Section II of
that report.
The Board of Directors: (a) defines the Remuneration Policy on
the proposal of the Nomination and Remuneration Committee;
(b) consistently with the Remuneration Policy, determines the
remuneration of Directors holding particular offices, including
members of the Management Control Committee, after
consulting the Nomination and Remuneration Committee;
(c) approves the Report on the Remuneration Policy and
Remuneration Paid; (d) prepares any share- or other financial-
instrument-based remuneration plans for Directors, employees
and contractors, including key management personnel, submits
them to the Shareholders’ Meeting for approval and oversees
their implementation.
From an operational and governance perspective, the
Appointments and Remuneration Committee, composed of
non-executive Directors, the majority of whom are independent,
and chaired by an independent Director, performs preparatory,
advisory and consultative functions to support the Board of
Directors in defining the Group’s remuneration policy. The
establishment of the Committee ensures the highest level
of transparency and appropriate disclosure regarding the
remuneration of Executive Directors, as well as the criteria and
procedures adopted for its determination.
Guiding principles of the Remuneration Policy:
(a) Remuneration is based on individual and Group
performance, ensuring an appropriate balance between
individual and Group targets;
(b) The incentive system provides for an appropriate
balance between fixed and variable remuneration, consistent
with the Company’s strategic targets and risk-management
policy and taking account of the characteristics of its business
and sector. The variable component, including the share-based
incentive plan for executive Directors, represents a significant
portion of total remuneration;
(c) Fixed remuneration is determined by reference to
the expertise and responsibilities associated with the office or
function held and, in principle, is sufficient to remunerate the
individual’s performance where variable remuneration is not
paid because the assigned targets have not been achieved;
(d) Variable remuneration - which is subject to maximum
limits - is linked to the achievement of Group business-
performance targets that: are set over time horizons capable
of contributing to value creation in a manner consistent with
the Group’s business-development strategy; can be verified ex
post; and are assigned in consideration of the office or function
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held within the Company and, where appropriate, graded by
reference to specific qualitative results, taking account of the
expertise, duties and responsibilities assigned;
(e) The performance targets to which variable
remuneration is linked are predetermined and measurable
and are significantly linked to a long-term time horizon. They
are consistent with the Company’s strategic targets and are
designed to promote its sustainable success, including through
non-financial parameters and, in particular, ESG performance
parameters;
(f) Remuneration and its development must be
economically sustainable and therefore encourage management
to assume business risks to an extent consistent with the
Group’s overall strategy and the risk profile defined by the Board
of Directors;
(g) A significant portion of variable remuneration under
the share-based incentive plan vests over multi-year periods,
consistently with the characteristics of the business and the
related risk profile;
(h) A portion of variable remuneration under the share-
based incentive plan is paid after a deferral period following
verification of the targets relating to multi-year periods and is
subject to the satisfaction of additional conditions precedent.
Remuneration linked to ESG parameters
Sesa’s Remuneration Policy establishes a remuneration mix
consistent with the management position held. For the Chief
Executive Officer and the Executive Deputy Chairmen, it confirms
an appropriately balanced remuneration structure comprising
a fixed component commensurate with the responsibilities
assigned and a variable component subject to maximum limits.
Sesa places particular emphasis on sustainability matters, with
the goal of specifying the key drivers of environmental, social
and governance factors used for variable remuneration.
Annual sustainability and ESG-performance targets, which
are subject to verification by entities external to the Company,
include:
(a) growth in economic value distributed to stakeholders,
measured through the Sustainability Report. An Integrated
Consolidated Annual Report has been prepared since the year
ended April 30, 2022; (b) environmental protection, measured
through continued ISO 14001 environmental certification;
(c) human-capital development and safety, measured
through continued SA8000 social-accountability certification;
(d) development of gender-equality policies, measured
through continued certification under UNI/PdR 125:2022; (e)
development of occupational-health-and-safety measures,
measured through achievement and subsequent maintenance
of ISO 45001 certification.
ESRS 2 GOV-4: STATEMENT ON DUE DILIGENCE
In preparing the 2026 Consolidated Sustainability Statement,
Sesa began a process of collecting and analysing information
on its due-diligence practices, taking account of the OECD Due
Diligence Guidance for Responsible Business Conduct.
Due diligence is the process through which an undertaking
identifies, prevents, mitigates, communicates and manages
actual and potential adverse impacts in its own business, supply
chain and other business relationships - that is, across the value
chain as a whole. Sesa has developed an approach based on
integrating due diligence into governance, strategy and the
business model. Due-diligence principles are treated as an
intrinsic component of the Enterprise Risk Management system
(ERM) and the Group’s internal-control system.
The initiatives and projects described below make a fundamental
contribution to establishing a framework for managing the
environmental, social and governance impacts that the Group
may generate or is already generating. These initial steps
provide the foundation on which a more structured strategy will
be developed in the near future.
a) Embedding due diligence in governance, strategy and the
business model
As the basis for integrating responsibility for social and
environmental matters, the Group has adopted policies of various
kinds. Its commitment is reflected in particular in the following:
• Sustainability Plan;
• Code of Ethics;
• Whistleblowing process;
• Environmental Policy;
• Social Accountability Policy;
• Anti-Corruption Policy;
• Human Rights Protection Policy;
• Gender Equality Policy (Diversity, Equity and Inclusion).
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These policies are shared not only with all Group employees,
but also with suppliers and customers. The administrative
and supervisory bodies are responsible for ensuring their
proper implementation and for managing any cases of non-
compliance.
Governance of the due-diligence process is also embedded in
and defined through the following processes:
• the Control and Risks and Related Parties Committee
and the Sustainability Committee, and their respective
roles in supporting the Board of Directors in identifying,
considering and managing impacts generated by the
Group’s activities;
• consideration of the outcome of the double materiality
assessment - the identification of impacts, risks and
opportunities - as an input to possible changes in the
business model.
Relevant disclosures:
ESRS 2 GOV-1; ESRS 2 GOV-2; ESRS 2 GOV-3; ESRS 2
SBM-3.
b) Engaging with affected stakeholders in all key steps of
due diligence
For the Group, stakeholder engagement means creating
opportunities for dialogue and cooperation. To identify and
manage material matters, Sesa uses a range of channels and
methods to maintain active communication with its stakeholder
groups and understand their views and expectations,
particularly in relation to ESG matters:
• stakeholder-engagement activities, described at https://
sostenibilita.sesa.it/il-nostro-approccio/stakeholder-
engagement/, which provide greater insight into
stakeholder involvement and stakeholder perspectives
in the assessment of human-rights and environmental
impacts;
• as part of the impact-assessment stage of the double
materiality process, involvement of several internal
stakeholder categories - including employees and
management - and external categories - including
shareholders and business partners - to identify material
impacts caused by the Group;
• the Group whistleblowing channel, which is available to all
stakeholders and offers an important means of reporting
matters of various kinds;
• active encouragement of the addressees of the Group
Code of Ethics and Code of Conduct to report any violations
through dedicated email addresses, helping to ensure a
transparent and compliant working environment.
Relevant disclosures:
ESRS 2 GOV-1; ESRS 2 GOV-2; ESRS 2 SBM-2; ESRS 2
IRO-1.
c) Identifying and assessing adverse impacts
The principal activities through which the Group identifies and
assesses potential adverse impacts arising from its activities are:
• the Group double materiality process, which places particular
emphasis on assessing and prioritising impacts in order to
identify those that are most material for the organisation and
its stakeholders;
• the whistleblowing channel, which is a key means of
receiving reports from all stakeholders concerning potential
or actual adverse impacts arising from the Group;
• the supplier due-diligence process, which in relation to
ESG matters provides a detailed analysis of impacts in the
Group’s upstream value chain.
Relevant disclosures:
ESRS 2 IRO-1; ESRS 2 SBM-3; E1 IRO-1; E1 SBM-3; S1 SBM-
3; S4 SBM-3; entity-specific social disclosures under SBM-3; G1
SBM-3.
d) Taking action to address adverse impacts
The principal activities and procedures through which the Group
addresses adverse impacts that may arise from its activities are:
• where necessary, the Group whistleblowing procedure
provides for investigations that may result in specific
corrective or disciplinary measures;
• the supplier due-diligence process for ESG matters includes
a list of specific actions designed to remedy identified critical
issues. These actions are taken only where gaps emerge
from the supplier’s self-assessment questionnaire, such
as shortcomings in the practices adopted or the supporting
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documentation provided;
• the Group implements specific actions to mitigate adverse
impacts and enhance positive impacts, as described in the
respective sections of this Statement.
Through continuous dialogue with its people, suppliers and
customers, the Group also implements case-specific action
plans if issues arise in connection with its activities or services.
Relevant disclosures:
the sections describing actions relating to each individual IRO
under E1, S1, S4 and G1
e) Tracking the effectiveness of actions and communicating
with stakeholders
The principal activities and procedures through which the Group
monitors the effectiveness of its actions and communicates them
to stakeholders are:
• the Group whistleblowing procedure provides for recurring
- or, where necessary, prompt - reporting to the Control
and Risks and Related Parties Committee and, for reports
relevant under Legislative Decree 231/2001, to the
Supervisory Body, summarising the activities performed in
relation to reports received;
• the supplier due-diligence process for ESG matters provides
for specific monitoring to ensure that, where suppliers are
classified as medium-to-high risk, action-plan activities
are implemented within the established timeframes,
contributing to an improvement in the supplier’s overall ESG
performance;
• the Group defines specific metrics and targets, addressed
in the relevant sections of this Statement, to ensure that the
actions taken are measurable, effective and aligned with the
established targets.
Relevant disclosures:
the sections dedicated to each topic under E1, S1, S4 and G1.
ESRS 2 GOV-5: RISK MANAGEMENT AND INTERNAL
CONTROLS OVER SUSTAINABILITY REPORTING
The Board of Directors established the Control and Risks
and Related Parties Committee from among its members.
The Committee performs preparatory, proposing and advi-
sory functions in relation to the operational management of
the internal-control and risk-management system. It asses-
ses the effectiveness of the system and helps ensure that the
information disclosed in the annual reporting is accurate and
transparent. Ultimate responsibility nevertheless remains with
the Board of Directors, which defines the system’s guidelines
and work plan, following assessment by the Control and Risks
Committee, and monitors its adequacy.
The Group mapped and performed a qualitative assessment of
its most significant risks - including risks material to sustaina-
bility - at inherent-risk level and of the first- and second-level
controls, resulting in the quantification of residual risk. Internal
Audit is responsible for monitoring the sustainability-reporting
process by testing controls and identifying any deficiencies in
the internal control system. Through periodic reports, Internal
Audit communicates the results of its control activities to the
Board of Directors and the Control and Risks and Related Par-
ties Committee. On the basis of those reports, action plans are
subsequently defined and integrated into operating processes
through a systematic and structured approach. ESG data are
collected under an annual work plan, with periodic checks desi-
gned to ensure the accuracy and completeness of the informa-
tion. Further details of the internal-control and risk-management
system are provided in the “Strategy and Risk Management”
chapter of the Management Report.
In light of the requirements introduced by the Corporate Su-
stainability Reporting Directive, the actions launched during the
year ended April 30, 2025 to strengthen the Internal Control Sy-
stem continued during the year ended April 30, 2026 as part of
the process of adapting to the new regulatory requirements and
consistently with the needs arising from the collection of infor-
mation for the Sustainability Statement. Reporting risk in the Su-
stainability Statement is the possibility that disclosed information
may be incomplete, inaccurate, unrepresentative or even false.
It may arise, for example, from: incorrect calculation or determi-
nation of values or information; a lack of standardised processes
and methods, which could result in inconsistent methodological
interpretations or reporting; or the absence of basic processes
for collecting a datapoint or item of information.
In summary, Sesa has adopted a structured process for identi-
fying and assessing sustainability-related IROs, which includes
channels for dialogue with internal and external stakeholders
through a structured materiality-assessment process. These
ESG risks and opportunities are integrated into the Company’s
Enterprise Risk Management system and are subject to periodic
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assessments and updates to the related risk maps. The Board of Directors oversees the processes through the Sustainability Com-
mittee, while operational management is entrusted to the Sustainability Manager in cooperation with the Risk Management function.
Sustainability reporting and control process
Procedures Definition of policies and procedures to ensure compliance with legislation and best practices.
Roles and responsibilities Clear definition of the roles and responsibilities of the various parties involved.
Material matters - Risk & Control Matrix Identification of key risks and the related control measures used to mitigate critical issues.
Data and information collection
Structuring of processes for collecting, storing and analysing information relevant to monito-
ring and controls.
Monitoring and reporting
Adoption of verification mechanisms, internal audits and reporting to ensure the effective
operation of controls.
To mitigate reporting risk, Sesa launched a process to strengthen its reporting practices, in particular by: (i) defining more structured
methods for collecting and verifying data, thereby ensuring improved traceability; (ii) communicating clearly and transparently with
stakeholders on sustainability progress and challenges.
Process set-up - The first stage involves defining and scheduling the reporting activities for indicators connected with the material
matters identified for Group companies in the double materiality matrix. All Group companies within the reporting scope are informed
of the methods and deadlines for reporting information on material matters.
Processes and information flows - Group companies determine and collect the required data in compliance with the collection
processes defined by the Parent Company and under the oversight of internal controls. Sustainability contacts promptly report any
anomalies. Information is reviewed on a preliminary basis by the Chief Sustainability Officer and the Chief Financial Officer, helping to
ensure consistency and reliability in reporting.
Roles and responsibilities of owners - At every stage of the information flow, the activity owners - including the Chief Sustainability Of-
ficer, who is responsible for preparing, collecting and aggregating ESG data, and the Chief Financial Officer, who oversees the process
and the integration of ESG and financial data - are required to ensure that the information transmitted is truthful and accurate, complete,
prepared on a timely basis and traceable, as are the related actions.
Role of Internal Audit - Internal Audit is responsible for periodically updating the process and communicating relevant changes to the
parties involved within the Group. Updates may arise from regulatory changes, changes to the Group’s organizational structure or any
other circumstance that may affect the design of the Internal Control System for Sustainability Reporting. The results of assessments
and controls are periodically presented to the administrative and supervisory bodies.
Strategy
The following sections analyse the sustainability-related elements of Sesa’s strategy, business model and value chain, explaining how
the Group integrates stakeholder interests and how the impacts, risks and opportunities identified through the double materiality asses-
sment influence its strategy.
ESRS 2 SBM-1: STRATEGY, BUSINESS MODEL AND VALUE CHAIN
The Sesa Group offers a broad range of technology, digital-platform and vertical-application solutions to businesses and organi-
sations, as described in the “Sesa Group” section of the Management Report. That section also identifies the significant markets
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in which Sesa operates. The Group conducts business across a number of geographical areas, as described under BP-2, and the
number of people working in each area is presented below.
Through its first double materiality assessment, Sesa identified the Group’s material impacts, risks and opportunities. These inform
its strategy and business model with the aim of mitigating adverse impacts and financial risks, capturing opportunities and maximi-
sing positive impacts on the material matters identified.The strategy is generally based on key pillars intended to ensure well-being
and fairness for workers throughout the value chain, promote energy efficiency and reduce GHG emissions through the implemen-
tation of energy-efficient technologies and responsible energy-management practices.
The Group also aims to expand the range of sustainability-oriented solutions offered to customers by developing consulting and
technology services that support businesses in transitioning towards more sustainable operating models. These strategic elements
not only reinforce Sesa’s commitment to sustainability, but also contribute to positive impacts on communities and the environment,
creating value and strengthening stakeholder trust. Further details are provided under SBM-2: Interests and views of stakeholders.
Sesa has not currently established specific sustainability-related targets in relation to significant groups of products and services,
customer categories, geographical areas or stakeholder relationships. The “Sesa Group” section of the Management Report descri-
bes Sesa’s business model, principal activities and main customer segments.
Sesa’s value chain
Sesa is a leading operator in technology, digital platforms and vertical applications for businesses and organisations. Its value chain
is a complex network of relationships among a range of participants involved at different stages in the flow of products and services
- from technology procurement and delivery to consulting activities and the provision of digital and vertical technology solutions.
Sesa’s value chain is structured to maximise operating efficiency, continuously innovate and offer customers a broad range of high-
quality services, fully reflecting the Group’s mission. The business model is based on strong partnerships, highly qualified people and a
firm commitment to communities and future generations. It focuses on the efficient management of resources in the upstream segment;
the continuous development of people’s skills and technological innovation in own operations; and the offering of technology, digital
platforms, vertical applications and integrated consulting in the downstream segment. All of these elements support the Group’s
purpose: to generate long-term sustainable value for all stakeholders by promoting innovation - including digital innovation - within
businesses and organisations and enhancing people’s well-being.
Upstream
Own operations Downstream
Indirect suppliers Direct suppliers
• Indirect suppliers
involved in extracting raw
materials and natural
resources, including
water and gas
• Indirect suppliers of
services used to produce,
assemble and market
hardware and IT products
• Hardware and software
suppliers
• Service providers and
licensees
• Providers of IT consulting
services, including strategic
suppliers
• Real-estate providers
• Utility suppliers
• Recruitment and training
• Research and
development
• Business operations
• Direct customers
• Business partners
• Distribution
channels
• Platform users
• End-users of the
solutions and
services offered by
the Group
The value chain can therefore be divided into three principal segments - upstream, own operations and downstream - each
characterised by the elements described below:
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Upstream operations: comprise the resources and activities used to prepare and enable the services offered by the Group.
They include: suppliers of products and services required for operations, such as water and electricity supplies and purchases of
products, software and IT equipment; suppliers of strategic products and services typical of the Group’s business model, such as
IT services and hardware/software supplies; and relationships with partners involved in the Group’s product and service offering.
Own operations: comprise the activities performed internally by the Group, including the management and development of human
resources - employees and consultants.
Downstream activities: comprise activities related to the use of the solutions offered, the delivery of services and the delivery of products
offered by the Group, including outbound logistics. This segment also includes end-users and communities.
Markets served and employees by geographical area: As of April 30, 2026, the Sesa Group reported consolidated revenue of Euro
3.621 billion, up 8% year on year, and 6,770 people, up 3.6% year on year. It operates principally in Italy and also through companies
in Albania, Andorra, Austria, China, France, Germany, Mexico, the Netherlands, Romania, Slovenia, Spain and Switzerland.
A total of 99.91% of consolidated revenue was generated in EMEA - Europe, the Middle East and Africa - and specifically: Euro 3.511
billion in Italy (97.16%); Euro 29 million in Germany (0.80%); Euro 21 million in Spain and Andorra (0.57%); Euro 20 million in Slovenia
(0.55%); Euro 12 million in Romania (0.34%); Euro 7 million in Switzerland (0.18%); Euro 6 million in the Netherlands (0.17%); Euro 4
million in France (0.11%); Euro 0.3 million in Austria (0.01%). The remaining 0.09%, equal to Euro 3 million, was generated in South
America - Euro 2 million (0.06%) - and China - Euro 1 million (0.03%).
As of April 30, 2026, there had been no significant changes in the products and services provided or in the markets in which the Group
operates. Sesa does not provide services prohibited in specific markets and is not active in fossil fuels, chemical manufacturing,
controversial weapons, or tobacco cultivation and production.
As of April 30, 2026, the number of people working for the Group - employees and interns of companies included in the consolidation
scope - had reached 6,770, an increase of 238, or 3.6%, on the previous year. Women accounted for 32% of the total. Geographically,
the workforce was concentrated primarily in Italy, with 6,148 people, or 90.8% of the total, followed by Spain with 196 people, or 2.9%,
and Germany with 132 people, or 1.9%.
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Employees as of April 30, 2026
Women Men Total
Total by gender: 2,151 4,543 6,694
Total by gender and geographical area:
Albania 10 2 12
Andorra 10 14 24
Austria 0 2 2
China 7 6 13
France 2 14 16
Germany 32 100 132
Italy 1,953 4,131 6,084
Mexico 30 27 57
Netherlands 2 2 4
Romania 51 63 114
Slovenia 1 5 6
Spain 43 148 191
Switzerland 10 29 39
Total 2,151 4,543 6,694
ESRS 2 SBM-2: INTERESTS AND VIEWS OF STAKEHOLDERS
Sesa’s systematic engagement with key stakeholders on material matters - matters that are relevant both to the organisation and to
the stakeholders themselves - is the principal lever used to monitor and manage the quality of relationships and is fundamental to
the formulation of the Group’s organizational policies and strategies. It is equally important to develop an in-depth understanding of
emerging trends - both critical issues and opportunities - in the context in which the organisation operates and to identify precisely the
matters in which investment should be prioritised in response to the expectations of key stakeholders. In particular, the quality of the
relationships established with the various stakeholder groups - relationship capital - and the current and past experience observed by
those stakeholders influence the alignment between promises, or the value proposition, expectations, actions and perceptions.
The Group believes that value creation should be long-term and benefit all stakeholders, including employees, the communities in
which it operates, customers and the environment, which are key elements of shared-value creation. For this purpose, the Group
considers stakeholders to be all parties with an implicit or explicit interest because they are affected by its activities. The principal
internal and external stakeholder categories have been identified by considering their proximity, representativeness and authority.
During the year, Sesa consolidated a structured process of dialogue with its stakeholders - including customers, suppliers,
employees, local communities and investors - to gather views and expectations on the most material sustainability matters. The
principal interests identified concerned the continuity of ESG performance in a context of strong employment growth, transparency
regarding the use of renewable energy and reductions in per-capita emissions. These findings, which also emerged from the
double materiality assessment, were integrated into decision-making processes and helped guide the development of the Group’s
sustainability strategy. Tangible responses included the strengthening of welfare and training programmes against a background of
more than 750 new hires, the commitment to progressive decarbonisation and the amendment to the Articles of Association formally
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Stakeholder
Principal engagement and dialogue methods
Employees
Group welfare programmes
HR support and communication platforms
Work-life balance programmes
Engagement initiatives on ethics and organizational culture
Skills-development and career-development programmes
Initiatives to enhance and improve the organizational climate
Financial community
Regular, transparent financial communications
Dedicated Investor Relations platform
Application of best practices in preparing and publishing information
Shareholders’ Meetings
Periodic meetings with analysts and investors
Dedicated bilingual website section
Contractual partners
Roadshows with sales networks and operators
National and local meetings and conventions
Workshops
Dedicated communication channels, including web, mailing and social media
Qualification and assessment processes
introducing the goal of sustainable growth. Stakeholder-engagement activities and updates to ESG priorities are shared with
management and reported qualitatively by the Chief Executive Officer to the Sustainability Committee and the Board of Directors.
Stakeholder overview
People Customers Communities
Employees
Family members
Communities to which
employees belong
Business partners
Businesses
Organisations
Institutions
Media
Local communities
Non-profit organisations
Financial community Contractual partners Environment
Shareholders
Investors
Analysts
Proxy advisers
Vendors
Suppliers
Strategic partners
Ecosystem
Working environment
Local area
The principal listening and dialogue channels established for each stakeholder category are shown below. In the Group’s
sustainability journey, the engagement and dialogue activities developed during this fourth year of reporting did not identify any
particular critical issues.
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Stakeholder
Principal engagement and dialogue methods
Customers
Satisfaction monitoring
Dedicated customer communication channels, including web and mailing
Social networks
Newsletter
Communities
Participation in multi-stakeholder working groups
Meetings with representatives of institutions and associations
Dedicated corporate contacts for media and institutional relations, including the Head
of Institutional Relations
Organisation of events
Partnerships with local bodies to organise sporting and philanthropic events
Environment
Meetings with employees
Dedicated communication channels, including web and mailing
Workshops
Engagement initiatives on environmental matters
Meetings with stakeholders
Sustainability Team
ESG rating agencies
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY
AND THE BUSINESS MODEL
In accordance with the regulatory requirements introduced by the CSRD, in the financial year ended April 30, 2026 the Sesa
Group carried out a Double Materiality Assessment across the business activities that make up its value chain. The assessment
was designed to identify the impacts of the Group’s activities on people and the environment (the inside-out perspective) and the
financial materiality of ESG factors (the outside-in perspective) for each of the ten environmental, social and governance macro-
topics defined by the legislation.
Methodology and material matters (IROs)
The double materiality process began with an analysis of the context in which the Group operates. This included benchmarking
against a representative sample of companies operating in the same sector and/or considered comparable, reviewing institutional
sources and analysing the regulatory framework. The work, which also drew on the analyses performed in the previous reporting
year and on internal corporate documentation - in particular the Enterprise Risk Management (ERM) model - formed the basis for
identifying impacts, risks and opportunities.
The Group then identified impacts on people and the environment, together with risks and opportunities associated with Sesa’s
activities, considering both the Group’s own operations and its entire value chain, with particular attention to upstream activities
and tier-one suppliers. The list of identified IROs was subsequently assessed by Top Management and selected stakeholder
groups through dedicated stakeholder-engagement sessions. The Chief Executive Officer, Chief Financial Officer and Sustainability
Committee were also involved, enabling a comprehensive view of the Group’s IROs and a sound understanding of the ESG matters
most relevant to Sesa. The outcome of the double materiality process was used to determine the material Disclosure Requirements
to be reported by the Sesa Group, in alignment with the guidance provided by the EFRAG Sustainability Reporting Board.
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The current and anticipated effects of material impacts, risks and opportunities on the business model, value chain, strategy and
decision-making process are set out in the table below and in the corresponding topical sections of this document. Those sections
also explain how the Group responds, or intends to respond, to those effects, with a view to managing emerging challenges and
opportunities proactively and strategically. The reasonably expected time horizons are also indicated for each material impact, risk
and opportunity. Both impacts and risks and opportunities were assessed over three-time horizons: short term - one year; medium
term - from one to five years; and long term - from five to ten years. No impact, risk or opportunity is reported through additional
entity-specific disclosures.
Sesa’s business model is based on an integrated ecosystem for sustainable digital innovation, characterised by operational
flexibility, a strong focus on skills management and resilient supply chains. The strategy is resilient to climate-related and social
risks as a result of investments in renewable energy, the progressive reduction of emissions and the central importance assigned
to human capital. The Group’s extensive geographical presence and focus on mission-critical sectors support stability even under
scenarios involving regulatory transition or accelerated digital transformation.
Sesa has not identified any risks or opportunities capable of producing a current short-term financial effect. For the purpose
of preparing the sustainability report for the previous financial year (2025 Sustainability Report), the double materiality assessment
was performed in accordance with the principles introduced by the CSRD and ESRS. During the financial year ended April 30, 2026,
the assessment was updated to reflect developments in the internal and external context and stakeholder engagement. The update
did not identify any substantive changes to the material impacts, risks and opportunities identified in the previous year.
Sesa’s Double Materiality Assessment highlighted the importance the Group assigns to the social area, including the need to
manage and report, first and foremost, information concerning its own workforce and, additionally, workers in the value chain
and consumers and end-users (ESRS S1, S2 and S4). From an environmental perspective, the identified impacts, risks and
opportunities are closely linked to climate change (E1). This is reflected both from an inside-out perspective, through the Group’s
contribution to climate-altering emissions, and from an outside-in perspective, through the management of risks including disruption
to business activities and the supply chain as a result of extreme weather events, increased operating costs to comply with climate
regulation, and changes in consumer preferences and stakeholder perceptions of the Group’s approach to sustainability.
In carrying out its operations - both upstream and in its core activities - the Sesa Group ensures full compliance with business-
conduct regulations and promotes a corporate culture and business model based on transparency, honesty, respect for
people and the development of human resources. The Group contributes positively to improving the quality of life of its own
workforce by promoting a healthy, safe and fair working environment and ensuring equal opportunities. This has a positive effect on
the satisfaction and productivity of the Sesa Group’s workforce, with indirect benefits for external partners.
The following table describes the sustainability IROs considered material by the Sesa Group as a result of the Double Materiality
Assessment on which this Statement is based.
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Time horizon Value-chain scope
Scope
(Topic-specic
ESRS)
Material Factor
(sub-theme)
Sub-level
(Sub-sub-
theme)
IRO type IRO description
Short-term
Medium-term
Long-term
Business
Operations
Upstream
Downstream
Environment - ESRS E1 - Climate Change
ESRS E1 -
Climate change
Climate change
mitigation
N/A
Current
negative
impact
GHG emissions generated
by ofces, IT infrastructure,
digital services, logistics,
technology devices and the
value chain.
X X X X X X
ESRS E1 -
Climate change
Climate change
mitigation
Scope 1
GHG
emissions
Current
negative
impact
Direct emissions associated
with the company eet, fuels
and operational mobility.
X X X X
ESRS E1 -
Climate change
Climate change
mitigation
Scope 2
GHG
emissions
Current
negative
impact
Indirect emissions from
purchased electricity used
for ofces, operational in-
frastructure, IT systems and
digital services.
X X X X
ESRS E1 -
Climate change
Climate change
mitigation
Scope 3
GHG
emissions
Current
negative
impact
Value-chain emissions ari-
sing from hardware, softwa-
re, technology vendors,
logistics, business travel,
commuting, and the use and
end-of-life of products sold.
X X X X X
ESRS E1 -
Climate change
Climate change
mitigation
Transition
risks
Economic
and reputatio-
nal risk
Regulatory developments,
stakeholder pressure and
demand for low-carbon
solutions may generate com-
pliance costs, loss of com-
petitiveness or reputational
impacts.
X X X X X X
ESRS E1 -
Climate change
Climate change
adaptation
N/A
Economic
risk
Exposure of ofces, logi-
stics, suppliers, customers
and operational continuity
to physical climate risks and
operational disruption.
X X X X X X
ESRS E1 -
Climate change
Climate change
adaptation
Physical
climate
risks
Economic
risk
Extreme weather events
may affect infrastructure, the
supply chain, logistics, servi-
ce availability and business
continuity.
X X X X X X
ESRS E1 -
Climate change
Energy N/A
Current nega-
tive impact
Electricity consumption as-
sociated with ofces, IT in-
frastructure, cloud services,
data centres, digital platfor-
ms and operations.
X X X X X X
ESRS E1 -
Climate change
Energy
Energy
efciency
Economic
opportunity
Reduction in consumption
and operating costs through
efciency measures invol-
ving premises, digital infra-
structure, IT services and
operating processes.
X X X X
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ESRS E1 -
Climate change
Energy
Renewable
energy
Economic
and reputa-
tional
opportunity
Use of renewable energy
and development of techno-
logy solutions supporting cu-
stomers’ energy transition.
X X X X X
ESRS E1 -
Climate change
Energy
Energy
transition
opportuni-
ties
Economic
opportunity
Growing demand for digital
solutions for energy efcien-
cy, renewables, storage,
energy management and
circular models.
X X X X X
ESRS E1 -
Climate change
Energy
Green
solutions as
a positive
impact
Potential
positive
impact
Green technologies and
services may help reduce
customers’ energy consump-
tion, emissions and environ-
mental impacts.
X X X X X
Social – ESRS S1 – Own Workforce
ESRS S1 -
Own workforce
Working
conditions
Occupatio-
nal safety
Potential
negative
impact
Potential effects on the phy-
sical and mental health of
the Group’s own workforce
arising from operating and
digital activities, mobility and
work-related stress.
X X X X
ESRS S1 -
Own workforce
Working
conditions
Secure em-
ployment
Current posi-
tive impact
Secure employment, con-
tinuity of contracts and
established career paths
support job security, engage-
ment and the development
of internal skills.
X X X X
ESRS S1 -
Own workforce
Working
conditions
Talent at-
traction and
retention
Economic
risk
Competition for digital,
cloud, cyber, AI and softwa-
re skills may make it more
difcult to attract and retain
talent and ensure project
continuity.
X X X X
ESRS S1 -
Own workforce
Working
conditions
Corporate
welfare
Economic
and reputa-
tional oppor-
tunity
Welfare, well-being and
work-life balance policies
may improve engagement,
retention and organizational
attractiveness.
X X X X
ESRS S1 -
Own workforce
Working
conditions
Working
time
Social and
organizatio-
nal risk
Flexibility, on-call duties,
workloads and project acti-
vities may affect work-life
balance, stress levels and
the quality of work.
X X X X
ESRS S1 -
Own workforce
Working
conditions
Adequate
wages
Economic
risk
Competitive pressure in the
IT market may increase la-
bour costs and make it more
difcult to retain qualied
professionals.
X X X X
ESRS S1 -
Own workforce
Social dialogue N/A
Potential po-
sitive impact
Social dialogue and em-
ployee engagement sup-
port change management,
organizational integration
and a positive working envi-
ronment.
X X X X
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4. Consolidated
Sustainability Report
ESRS S1 -
Own workforce
Social dialogue
Freedom of
association
Potential ne-
gative impact
Inadequate safeguards for
freedom of association may
affect workers, create orga-
nizational tensions and give
rise to reputational risks.
X X X X
ESRS S1 -
Own workforce
Social dialogue
Collective
bargaining
Regulatory
and reputatio-
nal risk
Inadequate management
of collective agreements
and industrial relations may
result in compliance risks,
disputes and social tensions.
X X X X
ESRS S1 -
Own workforce
Equal treatment
and opportuni-
ties for all
Diversity
and
inclusion
Potential
positive
impact
An inclusive culture and the
promotion of diversity may
improve access to talent,
engagement, innovation and
reputation.
X X X X
ESRS S1 -
Own workforce
Equal treatment
and opportuni-
ties for all
Gender
equality
Potential
negative
impact
Gender imbalances in te-
chnology and management
roles may limit equal oppor-
tunities, professional deve-
lopment and inclusion.
X X X X
ESRS S1 -
Own workforce
Equal treatment
and opportuni-
ties for all
Gender pay
gap
Economic
and reputatio-
nal risk
Pay gaps may create com-
pliance risks and disputes,
undermine trust and reduce
the Group’s attractiveness
to talent.
X X X
ESRS S1 -
Own workforce
Equal treatment
and opportuni-
ties for all
Inclusion
of persons
with disabi-
lities
Potential
negative
impact
Organizational, physical or
digital barriers may limit full
inclusion, accessibility and
equal opportunities for per-
sons with disabilities.
X X X X
ESRS S1 -
Own workforce
Other work-re-
lated rights
Haras-
sment and
violence
in the wor-
kplace
Potential
negative
impact
Harassment, violence or
disrespectful behaviour
may undermine well-being,
psychological safety and the
working environment.
X X X X
ESRS S1 -
Own workforce
Other work-
related rights
Employee
privacy
Regulatory
and reputatio-
nal risk
Digitalised HR processes,
internal systems and mo-
nitoring tools entail risks of
improper processing of per-
sonal data.
X X X X
ESRS S1 -
Own workforce
Training and
skills
development
Not
applicable
Current
positive
impact
Continuous training in digital,
cyber, cloud, AI and software
skills supports employability,
service quality and innova-
tion.
X X X X
ESRS S1 -
Own workforce
Training and
skills
development
Reskilling
in AI and
automation
Economic
and social
opportunity
Reskilling and upskilling in AI
and automation may impro-
ve productivity, role adapta-
bility and competitiveness.
X X X X
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Social – ESRS S2 – Workers in the value chain
ESRS S2 -
Workers in the
value chain
Working
conditions
N/A
Potential
negative
impact
External workers, suppliers,
consultants, partners, sub-
contractors and logistics
operators may be exposed
to inadequate working con-
ditions.
X X X X
ESRS S2 -
Workers in the
value chain
Working
conditions
Health and
safety in
the value
chain
Potential
negative
impact
Installation, logistics, har-
dware production, mainte-
nance and services perfor-
med at customer premises
may expose value-chain
workers to health and safety
risks.
X X X X X
ESRS S2 -
Workers in the
value chain
Working
conditions
Supplier
working
conditions
Economic
and reputatio-
nal risk
Inadequate social standards
at suppliers and partners
may cause disruption, dispu-
tes, loss of trust and reputa-
tional damage.
X X X X
ESRS S2 -
Workers in the
value chain
Working
conditions
Global
technology
supply
chain
Economic,
social and
geopolitical
risk
Global ICT supply chains are
exposed to risks relating to
geopolitics, human rights,
component availability, cri-
tical raw materials and wor-
king conditions.
X X X X
ESRS S2 -
Workers in the
value chain
Other work-
related rights
Human
rights in
the supply
chain
Potential
negative
impact
Global electronics, hardwa-
re-assembly, component and
logistics supply chains may
present risks of human-ri-
ghts violations.
X X X
ESRS S2 -
Workers in the
value chain
Other work-
related rights
Critical
minerals
and conict
minerals
Potential
negative
impact
Hardware, batteries, storage
systems and electronic com-
ponents may incorporate
critical raw materials or con-
ict minerals associated with
social and environmental
impacts.
X X X
ESRS S2 -
Workers in the
value chain
Other work-
related rights
Child
labour
Potential
negative
impact
Global supply chains for
hardware, electronic compo-
nents and raw materials may
present a risk of child labour.
X X X
ESRS S2 -
Workers in the
value chain
Other work-
related rights
Forced
labour
Potential
negative
impact
Global technology supply
chains, hardware production,
logistics and component
manufacturing may present
a risk of forced labour.
X X X
Social – ESRS S4 – Consumers and end-users
Social -
ESRS S4 -
Consumers
and end-users
Information-
related impacts
Privacy of
customers
and end-
users
Potential
negative
impact
Data breaches, cyberattacks
or inadequate controls may
compromise privacy, infor-
mation security and the trust
of customers and end-users.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Information-
related impacts
Access
to quality
information
Potential
negative
impact
Incomplete, inaccurate or
unclear digital information
may impair customers’ and
users’ ability to make infor-
med decisions.
X X X X X
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Social -
ESRS S4 -
Consumers
and end-users
Information-
related impacts
Responsi-
ble AI
Regulatory
and reputatio-
nal risk
Failure to govern the use of
AI may result in non-com-
pliance, sanctions, bias, lack
of transparency and loss of
user trust.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Information-
related impacts
Algorithmic
bias
Potential
negative
impact
Algorithms, AI, analytics and
digital platforms may produ-
ce discriminatory effects or
unfair automated decisions.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Information-
related impacts
Responsi-
ble use of
data
Regulatory
and reputatio-
nal risk
Intensive use of data in
cloud, AI, analytics, cyber-
security and digital services
may create compliance, pri-
vacy and trust risks.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Information-
related impacts
Responsi-
ble marke-
ting
Reputational
risk
Commercial communica-
tions, customer platforms,
e-commerce and the use
of data in marketing may
create risks relating to tran-
sparency, fairness and user
protection.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Information-
related impacts
Training for
customers
and part-
ners
Economic
and reputa-
tional oppor-
tunity
Training in digital techno-
logies, cyber, AI, cloud and
innovative platforms may
support informed adoption,
service quality and relation-
ships with customers and
partners.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Personal safety
of consumers
and/or
end-users
Cyberse-
curity
Economic
opportunity
Growing demand for cyber
services and regulatory
developments may expand
the offering and strengthen
competitive positioning.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Personal safety
of consumers
and/or
end-users
Cyberse-
curity
Potential
positive
impact
Cyber solutions help protect
data, systems and platforms,
support business continuity
and strengthen customer
trust.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Personal safety
of consumers
and/or
end-users
Security of
digital ser-
vices and
platforms
Economic
and reputatio-
nal risk
Digital services or platforms
that are not adequately se-
cure may cause disruption,
data loss, harm to customers
and reduced trust.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Personal safety
of consumers
and/or
end-users
Digital
operational
continuity
Economic
risk
Disruption to IT, cloud or cy-
ber services, digital platfor-
ms or critical systems may
have operating and nancial
effects on customers and
end-users.
X X X X X
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Social -
ESRS S4 -
Consumers
and end-users
Personal safety
of consumers
and/or
end-users
Service
quality
Economic
and reputatio-
nal risk
Inadequate quality of digital
services may affect custo-
mer satisfaction, contract
renewals, reputation and
retention.
X X X X X
Social -
ESRS S4 -
Consumers
and end-users
Personal safety
of consumers
and/or
end-users
Protection
of minors
Potential
negative
impact
Digital services, platforms or
technology solutions used by
minors or vulnerable users
may give rise to protection
and safety risks.
X X X X
Social -
ESRS S4 -
Consumers
and end-users
Social inclusion
of consumers
and/or
end-users
Digital
accessi-
bility
Economic
and social
opportunity
Accessible design of digital
products, services, platforms
and content may improve in-
clusion and compliance and
broaden the user base.
X X X X X
Governance – ESRS G1 – Business conduct
ESRS G1 -
Business
conduct
Corporate
culture
N/A
Current
positive
impact
Integrity, accountability, tran-
sparency, compliance and
consistent conduct stren-
gthen ethical and organiza-
tional safeguards.
X X X X X X
ESRS G1 -
Business
conduct
Corporate
culture
Ethics and
compliance
Regulatory
and reputatio-
nal risk
Operations in regulated
sectors, relationships with
enterprise and public-sector
customers, data manage-
ment, M&A, the supply chain
and critical services require
robust compliance safe-
guards.
X X X X X X
ESRS G1 -
Business
conduct
Corporate
culture
Integration
of ESG into
incentive
systems
Organizatio-
nal opportu-
nity
Alignment between ESG
targets, management per-
formance and incentive
systems may strengthen ac-
countability and implemen-
tation of the sustainability
strategy.
X X X
ESRS G1 -
Business
conduct
Corporate
culture
Tax and
responsible
taxation
Regulatory
and reputatio-
nal risk
Tax matters that are not ade-
quately governed in complex
or multi-company groups
may create compliance, liti-
gation and reputational risks.
X X X X
ESRS G1 -
Business
conduct
Corporate
culture
Responsi-
ble M&A
Organizatio-
nal and repu-
tational risk
Acquisitions and corporate
integration may create chal-
lenges relating to corporate
culture, HR, compliance,
control systems and ESG
governance.
X X X X
ESRS G1 -
Business
conduct
Corporate
culture
Digital so-
vereignty
and EU
compliance
Regulatory
and strategic
risk
Developments in European
regulation concerning data,
cloud, cyber, AI, privacy
and digital services may
affect operating models, the
Group’s offering and com-
pliance.
X X X X
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5. Consolidated
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
ESRS G1 -
Business
conduct
Corporate
culture
AI, cyber
and privacy
regulation
Regulatory
risk and eco-
nomic oppor-
tunity
Regulation of AI, cyberse-
curity, data protection and
digital services may gene-
rate compliance costs and
consulting opportunities.
X X X X
ESRS G1 -
Business
conduct
Protection of
whistleblowers
N/A
Current
positive
impact
Effective, condential and
accessible reporting chan-
nels support compliance,
ethics, anti-corruption and
worker protection.
X X X X X X
ESRS G1 -
Business
conduct
Corruption
and bribery
N/A
Potential
negative
impact
Corruption or a lack of tran-
sparency may adversely
affect integrity, the socio-e-
conomic context and sta-
keholder trust.
X X X X X X
ESRS G1 -
Business
conduct
Management
of relationships
with suppliers
N/A
Economic
and reputatio-
nal risk
Technology vendors, har-
dware and software sup-
pliers, cloud providers, servi-
ce partners, consultants and
subcontractors require ESG
and contractual safeguards.
X X X X X
ESRS G1 -
Business
conduct
Management
of relationships
with suppliers
Vendor
ESG per-
formance
Economic
and reputatio-
nal risk
Inadequate ESG performan-
ce by major technology par-
tners may generate environ-
mental, social, reputational
and regulatory impacts, as
well as Scope 3 impacts.
X X X X X
ESRS G1 -
Business
conduct
Management
of relationships
with suppliers
Depen-
dence on
strategic
vendors
Economic
and operatio-
nal risk
Dependence on technology
partners, cloud providers,
software vendors and har-
dware suppliers may affect
continuity, pricing, complian-
ce and service capacity.
X X X X X X
ESRS 2 IRO-1: DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS
AND OPPORTUNITIES
Process for identifying and assessing material impacts, risks and opportunities:
Disclosure Requirement IRO-1 requires a detailed description of the processes used to identify and assess the IROs that are
material to the Sesa Group.
As noted above, the process for determining material IROs was based on a Double Materiality Assessment that enabled the Group
to identify, analyse in greater depth and prioritise the sustainability matters of greatest significance to the Group and its stakeholders.
Functions and individuals involved: The Double Materiality Assessment involved a number of functions across the Group,
particularly Sustainability, Investor Relations, Financial Reporting and Tax, Administration, Finance and Control, Human Resources
and Internal Audit. The heads of each function, together with the Chief Sustainability Officer and in close cooperation with the Group
Chief Executive Officer, played a key role in managing the various stages of the process and communicating the results to the
bodies responsible for approval.
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Stages of the double materiality process:
In accordance with the ESRS, a sustainability matter may be considered material where it is associated with an impact, risk and/or
opportunity that is material under one or both of the following perspectives:
• Impact materiality: a sustainability matter is material from an impact perspective where it gives rise to material actual or
potential, positive or negative impacts on people or the environment, whether in the undertaking’s own operations or throughout
its upstream and downstream value chain. This includes the effects of its products and services and its business relationships
on people and the environment over the short, medium and long term;
• Financial materiality: a sustainability matter is material from a financial perspective where it generates, or may generate, material
financial effects for the Group, whether negative (risks) or positive (opportunities). Those effects have, or could reasonably be
expected to have, a material influence on the undertaking’s development, financial position, financial performance, cash flows,
access to finance or cost of capital over the short, medium or long term. Such risks and opportunities may arise both from
activities under the undertaking’s direct control and throughout its upstream and downstream value chain.
The double materiality process was organised into the following principal stages:
1. Context analysis, definition of the value chain and identification of material IROs: in this initial stage, the Group examined
the context in which it operates in order to define its value chain clearly. This involved identifying the principal actors, suppliers
and customers across the various stages of the value chain, as described in “SBM-1: Strategy, business model and value
chain”. The analysis was supported by a review of the sustainability context and the external circumstances referred to in the
principal reporting standards, international sustainability ratings and the regulatory framework applicable to the sector, together
with an analysis of internal documentation, corporate policies and targets. In-depth discussions were also held with the heads
of key corporate functions, who provided a detailed overview of the Group’s activities with the aim of identifying any potential
risks or critical factors relating to sustainability matters that might not have been immediately apparent. This approach enabled
Sesa to map impacts, risks and opportunities in detail across the entire value chain and all geographies, activities and sectors
in which the Group operates. The analysis generated information essential to understanding the Group’s internal dynamics,
identifying its principal sustainability-related impacts, risks and opportunities and supporting their assessment.
2. Assessment of IROs: During the second stage, the IROs identified in the preceding stage were assessed in depth. The
assessment also included a further review of internal documents and applicable regulations, as well as validation by the
functions involved in the process. Finally, meetings were held with the Group’s Top Management to validate the results. The
members of Top Management involved included the heads of all participating functions, the Sustainability Committee and the
Group Chief Executive Officer.
The method used to analyse impacts, risks and opportunities is described below. The assessment was qualitative and was carried
out through a process of analysis and discussion within the Sustainability Committee.
Impact materiality:
In determining the Group’s material impacts on people and the environment, Sesa considered all activities and the most significant
business relationships of the Group, together with any relevant geographical characteristics of the areas in which it operates, as
described in “SBM-1: Strategy, business model and value chain”.
Negative impacts were assessed on the basis of their likelihood of occurrence and their severity, which was determined by the
combination of scale, scope and irremediable character. More specifically: (i) scale indicates how severe an impact is; (ii) scope
indicates the extent of the impact in terms of the stages and geographies of the value chain in which it occurs; and (iii) irremediable
character indicates the extent to which it is difficult to remedy a negative impact.
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3. Performance as of
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5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Positive impacts were assessed on the basis of their likelihood of occurrence and their scale and scope. Actual and potential positive
and negative impacts were also assessed according to the time horizon over which they may occur - short, medium or long term.
Actual and potential impacts on people and the environment are monitored through ongoing analysis of the effects of the actions
implemented. Those actions are designed to mitigate negative impacts and promote positive impacts. Further details are provided in the
corresponding topical sections of this Statement.
Financial materiality:
Sesa identified and assessed sustainability-related risks and opportunities that generate, or could generate, financial effects
over the short, medium and long term, starting from the impacts determined to be material through the impact-materiality assessment.
Risks and opportunities are monitored through continuous analysis of how the external context affects the Group’s business, with the
aim of identifying potential threats and emerging opportunities promptly. The assessment also considers dependencies, meaning
external factors on which the Group relies to conduct its activities, such as strategic suppliers, qualified personnel, customers and
energy. It also takes account of actions implemented by the Group - such as investments in energy efficiency - to mitigate negative
impacts and/or maximise positive sustainability impacts. The materiality of risks and opportunities was assessed on the basis of the
likelihood of occurrence and the magnitude of the related financial effects and was then prioritised against established quantitative
materiality thresholds.
As noted above, Risk Management was involved in the IRO-selection process to ensure coordination with the undertaking’s overall
risk-assessment and risk-management system. The Double Materiality Assessment was initially designed and validated by the
Sustainability Operating Committee and subsequently by the Sustainability Committee and the Sesa Board of Directors as part of the
Consolidated Sustainability Statement. In addition, as described in “GOV-5: Risk management and internal controls over sustainability
reporting”, the Group has begun defining the controls to be performed by Internal Audit over the reporting process and key ESG
matters. The process for identifying, assessing and managing opportunities is likewise integrated into the Group’s overall management
of risks and opportunities.
Sesa also carried out a detailed comparison of the double materiality assessment process and its results with those of the previous
reporting period. During the financial year ended April 30, 2026, the process was updated by revising the Double Materiality Assessment
procedure and methodology in order to reflect developments in the relevant context and strengthen the assessment process. In
particular, external-stakeholder engagement was broadened through a dedicated questionnaire, the results of which were taken into
account in updating the assessment of material impacts, risks and opportunities.
Sesa conducted the assessment and validation of the double materiality process internally and, applying a prudent approach, did
not use predefined assumptions as a basis for the process. The double materiality process and its results will be reviewed at
the Company’s discretion in the event of changes to the organizational scope or in response to regulatory developments.
Summary of the Sesa Group’s policies and management systems
The Sesa Group is committed to responsible business conduct through the adoption of policies and procedures. The parameters
governing the application of those policies are defined through specific monitoring and reporting processes, while their content is
promoted across the Group through training programmes. The Sesa Group promotes awareness of the policies and procedures
adopted by developing training and awareness-raising programmes concerning their content and application.
The policies, which are approved by the Board of Directors and available on the Sesa website, set out the Group’s commitments
and govern actions and conduct in relation to the organisation’s activities and business relationships, with a view to protecting the
Group and all stakeholders.
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The principal policies and management systems adopted by the Group are summarised below:
Policy and management system Topical ESRS reference
Organisation, Management and Control Model pursuant
to Italian Legislative Decree No. 231/2001
G1 Business conduct
S1 Own workforce
Supervisory Body and Internal Audit G1 Business conduct
Anti-Corruption Policy G1 Business conduct
Code of Ethics
G1 Business conduct
S1 Own workforce
Whistleblowing
G1 Business conduct
S1 Own workforce
S2 Workers in the value chain
S4 Consumers and end-users
Environmental Policy E1 Climate change
ISO 14001:2015 management system E1 Climate change
UNI/PdR 125:2022 management system S1 Own workforce
ISO 45001:2018 management system S1 Own workforce
ISO 9001:2015 management system S4 Consumers and end-users
The policies and management systems adopted are discussed in detail in the disclosures relating to the relevant topical ESRS.
ESRS 2 IRO-2: DISCLOSURE REQUIREMENTS IN ESRS COVERED BY THE UNDERTAKING’S SUSTAINABILITY
STATEMENT
After describing, in “ESRS 2 IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities”, the
process used to identify material IROs and the way in which the Sesa Group determines the information to disclose concerning the
IROs assessed as material, the table below lists the Disclosure Requirements applied in preparing this Consolidated Sustainability
Statement. It also includes the datapoints deriving from other EU legislation listed in Appendix B to ESRS 2. The index also
identifies topics omitted because they were assessed as non-material on the basis of the Double Materiality Assessment.
ESRS disclosure index and datapoints deriving from other EU legislation
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3. Performance as of
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5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Disclosure Requirement and/or
corresponding datapoint
Requirement under other EU legislation
25
Information (section)
ESRS 2 - General disclosures
BP-1 General basis for preparation of
sustainability statements
BP-1 General basis for preparation of
sustainability statements
BP-2 Disclosures in relation to specic
circumstances
BP-2 Disclosures in relation to specic
circumstances
GOV-1 The role of the administrative,
management and supervisory bodies
GOV-1 The role of the administrative,
management and supervisory bodies
GOV-1 Gender diversity on the Board,
paragraph 21(d)
SFDR: Annex I, table 1, indicator No. 13;
Benchmark Regulation: Commission
Delegated Regulation (EU) 2020/1816
26
,
Annex II
GOV-1 The role of the administrative,
management and supervisory bodies
GOV-1 Percentage of Board members who
are independent, paragraph 21(e)
Benchmark Regulation: Commission
Delegated Regulation (EU) 2020/1816,
Annex II
GOV-1 The role of the administrative,
management and supervisory bodies
GOV-2 Information provided to and
sustainability matters addressed by the
undertaking’s administrative, management
and supervisory bodies
GOV-2 Information provided to and
sustainability matters addressed by the
undertaking’s administrative, management
and supervisory bodies
GOV-3 Integration of sustainability-related
performance in incentive schemes
GOV-3 Integration of sustainability-related
performance in incentive schemes
GOV-4 Statement on due diligence GOV-4 Statement on due diligence
GOV-4 Statement on due diligence,
paragraph 30
SFDR: Annex I, table 3, indicator No. 10 GOV-4 Statement on due diligence
GOV-5 Risk management and internal
controls over sustainability reporting
GOV-5 Risk management and internal
controls over sustainability reporting
SBM-1 Strategy, business model and value
chain
SBM-1 Strategy, business model and value
chain
25. Regulation (EU) 2019/2088 of the European Parliament and of the Council of November 27, 2019 on sustainability-related disclosures in the financial services sector (SFDR) (OJ L 317, De-
cember 9, 2019, p. 1); Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and amending Regulation
(EU) No. 648/2012 (Capital Requirements Regulation) (OJ L 176, June 27, 2013, p. 1); Regulation (EU) 2016/1011 of the European Parliament and of the Council of June 8, 2016 on indices
used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds, and amending Directives 2008/48/EC and 2014/17/EU and Regulation
(EU) No. 596/2014 (OJ L 171, June 29, 2016, p. 1); Regulation (EU) 2021/1119 of the European Parliament and of the Council of June 30, 2021 establishing the framework for achieving climate
neutrality and amending Regulations (EC) No. 401/2009 and (EU) 2018/1999 (European Climate Law) (OJ L 243, July 9, 2021, p. 1).
26. Commission Delegated Regulation (EU) 2020/1816 of July 17, 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards the explanation in
the benchmark statement of how environmental, social and governance factors are reflected in each benchmark provided and published (OJ L 406, December 3, 2020, p. 1).
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SBM-1 Involvement in activities related to the
fossil-fuel sector, paragraph 40(d)(i)
SFDR: Annex I, table 1, indicator No. 4;
Pillar 3: Article 449a of Regulation (EU)
No. 575/2013 Commission Implementing
Regulation (EU) 2022/2453
27
, table 1 -
Qualitative information on environmental risk
and table 2 - Qualitative information on social
risk;
Commission Delegated Regulation (EU)
2020/1816, Annex II
Not material because the Group is not
involved in the activities indicated.
SBM-1 Involvement in activities related to the
production of chemicals, paragraph 40(d)(ii)
SFDR: Annex I, table 2, indicator No. 9
Commission Delegated Regulation (EU)
2020/1816, Annex II
SBM-1 Involvement in activities related to
controversial weapons, paragraph 40(d)(iii)
SFDR: Annex I, table 1, indicator No. 14;
Benchmark Regulation: Article 12(1) of
Commission Delegated Regulation (EU)
2020/1818
28
and Annex II to Commission
Delegated Regulation (EU) 2020/1816
SBM-1 Involvement in activities related to
the cultivation and production of tobacco,
paragraph 40(d)(iv)
Benchmark Regulation: Article 12(1) of
Commission Delegated Regulation (EU)
2020/1818 and Annex II to Commission
Delegated Regulation (EU) 2020/1816
SBM-2 Interests and views of stakeholders SBM-2 Interests and views of stakeholders
SBM-3 Material impacts, risks and
opportunities and their interaction with
strategy and the business model
SBM-3 Material impacts, risks and
opportunities and their interaction with
strategy and the business model
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
IRO-2 Disclosure Requirements in ESRS
covered by the undertaking’s sustainability
statement
IRO-2 Disclosure Requirements in ESRS
covered by the undertaking’s sustainability
statement
[MDR-P] Policies adopted to manage
material sustainability matters
[MDR-P] Policies adopted to manage
material sustainability matters
List of datapoints in cross-cutting and
topical standards that derive from other EU
legislation
List of datapoints in cross-cutting and
topical standards that derive from other EU
legislation
ESRS E1 – Climate change
ESRS 2 GOV-3 E1 Integration of
sustainability-related performance in
incentive schemes
ESRS 2 GOV-3 E1 Integration of
sustainability-related performance in
incentive schemes
ESRS 2 IRO-1 Description of the processes
to identify and assess material impacts, risks
and opportunities
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
ESRS 2 SBM-3 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
ESRS 2 SBM-3 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
27. Commission Implementing Regulation (EU) 2022/2453 of November 30, 2022 amending the implementing technical standards laid down in Implementing Regulation (EU) 2021/637 as regards
the disclosure of environmental, social and governance risks (OJ L 324, December 19, 2022, p. 1).
28. Commission Delegated Regulation (EU) 2020/1818 of July 17, 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards minimum standards
for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJ L 406, December 3, 2020, p. 17).
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5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
E1-1 Transition plan to reach climate
neutrality by 2050, paragraph 14
European Climate Law: Article 2(1) of
Regulation (EU) 2021/1119
E1-1 Transition plan for climate change
mitigation
E1-1 Undertakings excluded from Paris-
aligned Benchmarks, paragraph 16(g)
Pillar 3: Article 449a of Regulation (EU) No.
575/2013
Benchmark Regulation: Article 12(1), points
(d) to (g), and Article 12(2) of Commission
Delegated Regulation (EU) 2020/1818
Not applicable because the Group is not
among the undertakings excluded from
Paris-aligned Benchmarks.
E1-2 Policies related to climate change
mitigation and adaptation
E1-2 Policy
E1-3 Actions and resources in relation to
climate-change policies
E1-3 Actions
E1-4 Targets related to climate change
mitigation and adaptation
E1-4 Targets
E1-4 GHG emission-reduction targets,
paragraph 34
SFDR: Annex I, table 2, indicator No. 4;
Pillar 3: Article 449a of Regulation (EU) No.
575/2013;
Benchmark Regulation: Article 6 of
Commission Delegated Regulation (EU)
2020/1818
E1-4 Targets
E1-5 Energy consumption and mix E1-5 Energy consumption and mix
E1-5 Fossil-energy consumption
disaggregated by source (high climate-
impact sectors only), paragraph 38
SFDR: Annex I, table 1, indicator No. 5 and
Annex I, table 2, indicator No. 5
E1-5 Energy consumption and mix
E1-5 Energy consumption and mix,
paragraph 37
SFDR: Annex I, table 1, indicator No. 5 E1-5 Energy consumption and mix
E1-5 Energy intensity associated with
activities in high climate-impact sectors,
paragraphs 40-43
SFDR: Annex I, table 1, indicator No. 6 E1-5 Energy consumption and mix
E1-6 Gross Scope 1, 2 and 3 and total GHG
emissions
E1-6 Gross Scope 1, 2 and 3 and total GHG
emissions
E1-6 Gross Scope 1, 2 and 3 and total GHG
emissions, paragraph 44
SFDR: Annex I, table 1, indicators Nos 1
and 2;
Pillar 3: Article 449a of Regulation (EU) No.
575/2013;
Benchmark Regulation: Article 5(6), Article
6 and Article 8(1) of Commission Delegated
Regulation (EU) 2020/1818
E1-6 Gross Scope 1, 2 and 3 and total GHG
emissions
E1-6 GHG intensity, paragraphs 53-55
SFDR: Annex I, table 1, indicator No. 3;
Pillar 3: Article 449a of Regulation (EU) No.
575/2013;
Benchmark Regulation: Article 8(1) of
Commission Delegated Regulation (EU)
2020/1818
E1-6 Gross Scope 1, 2 and 3 and total GHG
emissions
E1-7 GHG removals and GHG-mitigation
projects nanced through carbon credits
Identied as non-material by the 2026
Double Materiality Assessment.
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E1-7 GHG removals and carbon credits,
paragraph 56
European Climate Law: Article 2(1) of
Regulation (EU) 2021/1119
Identied as non-material by the 2026
Double Materiality Assessment
E1-8 Internal carbon pricing
Identied as non-material by the 2026
Double Materiality Assessment
E1-9 Anticipated nancial effects from
material physical and transition risks and
potential climate-related opportunities
For FY 2025 (the rst year in which the
Sustainability Statement was prepared in
accordance with the ESRS) and FY 2026,
the Sesa Group elected to apply the phase-
in provision for disclosure of the anticipated
nancial effects of material physical and
transition risks and potential climate-related
opportunities.
E1-9 Exposure of the benchmark portfolio to
climate-related physical risks, paragraph 66
Benchmark Regulation: Annex II to
Commission Delegated Regulation (EU)
2020/1818 and Annex II to Commission
Delegated Regulation (EU) 2020/1816
E1-9 Disaggregation of monetary amounts
by acute and chronic physical risk, paragraph
66(a)
E1-9 Location of signicant assets at
material physical risk, paragraph 66(c)
Pillar 3: Article 449a of Regulation (EU) No.
575/2013; Points 46 and 47 of Commission
Implementing Regulation (EU) 2022/2453
E1-9 Breakdown of the carrying amount of
real-estate assets by energy-efciency class,
paragraph 67(c)
Pillar 3: Article 449a of Regulation (EU)
No. 575/2013; Point 34 of Commission
Implementing Regulation (EU) 2022/2453
E1-9 Degree of portfolio exposure to climate-
related opportunities, paragraph 69
European Climate Law: Annex II to
Commission Delegated Regulation (EU)
2020/1818
ESRS E2 - Pollution
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
All Disclosure Requirements
Following the Double Materiality
Assessment, the matter was not identied as
material. Accordingly, none of the Disclosure
Requirements under this topical Standard is
disclosed, except for DR IRO-1, as required
by ESRS 2, Appendix C.
ESRS E3 – Water and marine resources
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
All Disclosure Requirements
Following the Double Materiality
Assessment, the matter was not identied as
material. Accordingly, none of the Disclosure
Requirements under this topical Standard is
disclosed, except for DR IRO-1, as required
by ESRS 2, Appendix C
ESRS E4 – Biodiversity and ecosystems
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
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3. Performance as of
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5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
All Disclosure Requirements
Following the Double Materiality
Assessment, the matter was not identied as
material. Accordingly, none of the Disclosure
Requirements under this topical Standard is
disclosed, except for DR IRO-1, as required
by ESRS 2, Appendix C.
ESRS E5 – Resource use and circular economy
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
IRO-1 Description of the processes to
identify and assess material impacts, risks
and opportunities
All Disclosure Requirements
Following the Double Materiality
Assessment, the matter was not identied as
material. Accordingly, none of the Disclosure
Requirements under this topical Standard is
disclosed, except for DR IRO-1, as required
by ESRS 2, Appendix C.
ESRS S1 – Own workforce
ESRS 2 SBM-2 S1 Interests and views of
stakeholders
SBM-2 Interests and views of stakeholders
ESRS 2 SBM-3 S1 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
ESRS 2 SBM-3 S1 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
ESRS 2 SBM-3 S1 Risk of forced labour,
paragraph 14(f)
SFDR: Annex I, table 3, indicator No. 13
ESRS 2 SBM-3 S1 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
ESRS 2 SBM-3 S1 Risk of child labour,
paragraph 14(g)
SFDR: Annex I, table 3, indicator No. 12
ESRS 2 SBM-3 S1 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
S1-1 Policies related to own workforce S1-1 Policies
S1-1 Human-rights policy commitments,
paragraph 20
SFDR: Annex I, table 3, indicator No. 9 and
Annex I, table 1, indicator No. 11
S1-1 Policies
S1-1 Due-diligence policies on matters
addressed by ILO fundamental Conventions
Nos 1 to 8, paragraph 21
SFDR: Commission Delegated Regulation
(EU) 2020/1816, Annex II
S1-1 Policies
S1-1 Processes and measures for preventing
trafcking in human beings, paragraph 22
SFDR: Annex I, table 3, indicator No. 11 S1-1 Policies
S1-1 Workplace accident-prevention policy
or management system, paragraph 23
SFDR: Annex I, table 3, indicator No. 1 S1-1 Policies
S1-2 Processes for engaging with own
workers and workers’ representatives about
impacts
S1-2 Processes for engaging with own
workers and workers’ representatives about
impacts
S1-3 Processes to remediate negative
impacts and channels for own workers to
raise concerns
S1-3 Processes to remediate negative
impacts and channels for own workers to
raise concerns
S1-3 Grievance/complaints-handling
mechanisms, paragraph 32(c)
SFDR: Annex I, table 3, indicator No. 5
S1-3 Processes to remediate negative
impacts and channels for own workers to
raise concerns
S1-4 Taking action on material impacts on
own workforce, and approaches to mitigating
material risks and pursuing material
opportunities related to own workforce, and
effectiveness of those actions
S1-4 Actions
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S1-5 Targets related to managing material
negative impacts, advancing positive
impacts, and managing material risks and
opportunities
S1-5 Targets
S1-6 Characteristics of the undertaking’s
employees
S1-6 Characteristics of the undertaking’s
employees
S1-7 Characteristics of non-employee
workers in the undertaking’s own workforce
S1-7 Characteristics of non-employee
workers in the undertaking’s own workforce
S1-8 Collective-bargaining coverage and
social dialogue
For the 2026 nancial year, the Sesa Group
has decided to exercise the phase-in option
S1-9 Diversity metrics S1-9 Diversity metrics
S1-10 Adequate wages S1-10 Adequate wages
S1-11 Social protection S1-11 Social protection
S1-12 Persons with disabilities S1-12 Persons with disabilities
S1-13 Training and skills-development
metrics
S1-13 Training and skills-development
metrics
S1-14 Health and safety metrics S1-14 Health and safety metrics
S1-14 Number of fatalities and number and
rate of recordable work-related accidents,
paragraph 88(b)-(c)
SFDR: Annex I, table 3, indicator No. 2 S1-14 Health and safety metrics
S1-14 Number of days lost to work-related
injuries, accidents, fatalities or ill health,
paragraph 88(e)
SFDR: Annex I, table 3, indicator No. 3 S1-14 Health and safety metrics
S1-15 Work-life balance metrics S1-15 Work-life balance metrics
S1-16 Remuneration metrics (pay gap and
total remuneration)
S1-16 Remuneration metrics (pay gap and
total remuneration)
S1-16 Unadjusted gender pay gap,
paragraph 97(a)
SFDR: Annex I, table 1, indicator No. 12
S1-16 Remuneration metrics (pay gap and
total remuneration)
S1-16 Excessive CEO pay ratio, paragraph
97(b)
SFDR: Annex I, table 3, indicator No. 8
S1-16 Remuneration metrics (pay gap and
total remuneration)
S1-17 Incidents, complaints and severe
human-rights impacts
S1-17 Incidents, complaints and severe
human-rights impacts
S1-17 Incidents of discrimination, paragraph
103(a)
SFDR: Annex I, table 3, indicator No. 7
S1-17 Incidents, complaints and severe
human-rights impacts
S1-17 Non-respect of the UN Guiding
Principles on Business and Human Rights
and the OECD Guidelines, paragraph 104(a)
SFDR: Annex I, table 1, indicator No. 10 and
Annex I, table 3, indicator No. 14
Benchmark Regulation: Annex II to
Commission Delegated Regulation (EU)
2020/1816 and Article 12(1) of Commission
Delegated Regulation (EU) 2020/1818
S1-17 Incidents, complaints and severe
human-rights impacts
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
ESRS S2 – Workers in the value chain
ESRS 2 SBM-2 S2 Interests and views of
stakeholders
SBM – 2 Interests and views of stakeholders
ESRS 2 SBM-3 S2 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
ESRS 2 SBM-3 S2 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
ESRS 2 SBM-3 S2 Signicant risk of child
labour or forced labour in the value chain,
paragraph 11(b)
SFDR: Annex I, table 3, indicators Nos 12
and 13
ESRS 2 SBM-3 S2 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
S2-1 Policies related to value-chain workers S2-1 Policies
S2-1 Human-rights policy commitments,
paragraph 17
SFDR: Annex I, table 3, indicator No. 9 and
Annex I, table 1, indicator No. 11
S2-1 Policies
S2-1 Policies related to value-chain workers,
paragraph 18
SFDR: Annex I, table 3, indicators Nos 11
and 4
S2-1 Policies
S2-1 Non-respect of the UN Guiding
Principles on Business and Human Rights
and the OECD Guidelines, paragraph 19
SFDR: Annex I, table 1, indicator No. 10
Benchmark Regulation: Annex II to
Commission Delegated Regulation (EU)
2020/1816 and Article 12(1) of Commission
Delegated Regulation (EU) 2020/1818;
S2-1 Policies
S2-1 Due-diligence policies on matters
addressed by ILO fundamental Conventions
Nos 1 to 8, paragraph 19
Benchmark Regulation: Commission
Delegated Regulation (EU) 2020/1816,
Annex II
S2-1 Policies
S2-2 Processes for engaging with value-
chain workers about impacts
S2-2 Processes for engaging with value-
chain workers about impacts
S2-3 Processes to remediate negative
impacts and channels for value-chain
workers to raise concerns
S2-3 Processes to remediate negative
impacts and channels for value-chain
workers to raise concerns
S2-4 Taking action on material impacts
on value-chain workers, and approaches
to managing material risks and pursuing
material opportunities related to value-chain
workers, and effectiveness of those actions
S2-4 Actions
S2-4 Human-rights issues and incidents
connected with the upstream and
downstream value chain, paragraph 36
Annex I, table 3, indicator No. 14 S2-4 Actions
S2-5 Targets related to managing material
negative impacts, advancing positive
impacts, and managing material risks and
opportunities
S2-5 Targets
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ESRS S3 – Affected communities
ESRS 2 SBM-2 S3 Interests and views of
stakeholders
Identied as non-material by the 2026
Double Materiality Assessment
ESRS 2 SBM-3 S3 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
Identied as non-material by the 2026
Double Materiality Assessment
All Disclosure Requirements
Identied as non-material by the 2026
Double Materiality Assessment
ESRS S4 – Consumers and end users
ESRS 2 SBM-2 S4 Interests and views of
stakeholders
SBM-2 Interests and views of stakeholders
ESRS 2 SBM-3 S4 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
ESRS 2 SBM-3 S4 Material impacts, risks
and opportunities and their interaction with
strategy and the business model
S4-1 Policies related to consumers and end-
users
S4-1 Policies
S4-1 Policies related to consumers and end-
users, paragraph 16
SFDR: Annex I, table 3, indicator No. 9 and
Annex I, table 1, indicator No. 11
S4-1 Policies
S4-2 Processes for engaging with consumers
and end-users about impacts
S4-2 Processes for engaging with consumers
and end-users about impacts
S4-3 Processes to remediate negative
impacts and channels for consumers and
end-users to raise concerns
S4-3 Processes to remediate negative
impacts and channels for consumers and
end-users to raise concerns
S4-4 Taking action on material impacts on
consumers and end-users, and approaches
to mitigating material risks and pursuing
material opportunities related to consumers
and end-users, and effectiveness of those
actions
S4-4 Taking action on material impacts on
consumers and end-users, and approaches
to mitigating material risks and pursuing
material opportunities related to consumers
and end-users, and effectiveness of those
actions
S4-4 Human-rights issues and incidents,
paragraph 35
SFDR: Annex I, table 3, indicator No. 14 S4-4 Actions
S4-5 Targets related to managing material
negative impacts, advancing positive
impacts, and managing material risks and
opportunities concerning consumers and
end-users
S4-5 Targets related to managing material
negative impacts, advancing positive
impacts, and managing material risks and
opportunities concerning consumers and
end-users
ESRS G1 - Business conduct
ESRS 2 GOV-1 G1 The role of the
administrative, management and supervisory
bodies
ESRS 2 GOV-1 G1 The role of the
administrative, management and supervisory
bodies
ESRS 2 IRO-1 G1 Description of the
processes to identify and assess material
impacts, risks and opportunities
ESRS 2 IRO-1 G1 Description of the
processes to identify and assess material
impacts, risks and opportunities
G1-1 Corporate-culture and business-
conduct policies
G1-1 Corporate-culture and business-
conduct policies
G1-1 United Nations Convention against
Corruption, paragraph 10(b)
SFDR: Annex I, table 3, indicator No. 15
G1-1 Corporate-culture and business-
conduct policies
G1-1 Protection of whistleblowers, paragraph
10(d)
SFDR: Annex I, table 3, indicator No. 6
G1-1 Corporate-culture and business-
conduct policies
G1-2 Management of relationships with
suppliers
ESRS G1-2 Management of relationships
with suppliers
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5. Consolidated
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
G1-3 Prevention and detection of corruption
and bribery
G1-3 Prevention and detection of corruption
and bribery
G1-4 Conrmed incidents of corruption or
bribery
G1-4 Conrmed incidents of corruption or
bribery
G1-4 Fines for violation of anti-corruption and
anti-bribery laws, paragraph 24(a)
SFDR: Annex I, table 3, indicator No. 17;
Benchmark Regulation: Annex II to
Commission Delegated Regulation (EU)
2020/1816
G1-4 Standards of anti-corruption and anti-
bribery, paragraph 24(b)
SFDR: Annex I, table 3, indicator No. 16
G1-5 Political inuence and lobbying
activities
Identied as non-material by the 2026
Double Materiality Assessment
G1-6 Payment practices
Identied as non-material by the 2026
Double Materiality Assessment
The datapoints deriving from other EU legislation were assessed as not relevant.
As detailed in the preceding table, on the basis of the Double Materiality Assessment Sesa concluded that the following topical ESRS
are not material to the Group: pollution (ESRS E2), water and marine resources (ESRS E3), biodiversity and ecosystems (ESRS E4),
resource use and circular economy (ESRS E5), and affected communities (ESRS S3). More specifically, the environmental matters of
pollution, water and marine resources, biodiversity and ecosystems, and resource use and circular economy are not reported by the
Group because they were not considered material to its business, value chain or business relationships. This assessment is consistent
with the nature of the Sesa Group’s activities in IT services and technology consulting, which are generally characterised by limited
and non-significant indirect environmental impacts. The impacts relating to the above matters arise principally along the value
chain, during the extraction of raw materials and the production of hardware and IT equipment used in the Group’s operations. They
may include potential effects on pollution, water consumption, biodiversity, resource use and waste management. However, they were
assessed as non-material in view of the volumes purchased, the limited degree of involvement in the relevant supply-chain stages and
the likelihood of occurrence. Similarly, given the nature of the Group’s business, no impacts on affected communities were identified in
relation to economic, social and cultural rights, civil and political rights or the specific rights of communities.
MDR-P: POLICIES ADOPTED TO MANAGE MATERIAL SUSTAINABILITY MATTERS
The Sesa Group has developed policies for each material matter with the aim of managing material IROs. Primary responsibility for
implementing those policies rests with the Board of Directors and the Chief Executive Officer, the Group’s most senior executive, who
continuously monitors their effectiveness. The policies addressing the various aspects of sustainability are described in detail in the
following sections and provide a clear and comprehensive view of the Sesa Group’s commitment to sustainability.
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Policy
Material
ESRS
Main content Scope Policy owner
Reference
standards
Channels
Code of
Ethics
S1, S2,
S4, G1
The Code was drawn up to ensure
that the Sesa Group’s fundamental
ethical values are clearly dened and
form both the basis of its corporate
culture and the standard of conduct
for all Group personnel in carrying out
their activities. The Group’s core ethical
principles include professionalism and
trust; legality and honesty in all activities,
in full compliance with applicable law;
impartiality; respect for diversity and non-
discrimination; prevention of potential
conicts of interest; and fairness and
transparency in all actions taken by the
addressees of the Code. The Code of
Ethics also sets out rules of conduct
governing Sesa’s relationships with
stakeholders, including public authorities
and institutions. Relations with institutions
are based on legality, transparency,
clarity and fairness, in compliance with
applicable law.
All Group
stakeholders
Board of
Directors and
Chief Executive
Ofcer
None specied
Group website
and corporate
intranet
Whistleblowing
Policy
S1, S2,
S4, G1
The Group operates a whistleblowing
system in every country in which it is
present, enabling the reporting of unlawful
conduct or conduct inconsistent with the
Code of Ethics and/or Group policies. The
Policy is designed to ensure the prompt
and secure reporting of misconduct. It
accepts reports from employees and
external stakeholders and safeguards
anonymity and condentiality. Reports
may be submitted through a dedicated
digital platform. During the assessment
of a report, the reporting person may be
contacted by the Supervisory Body to
obtain any additional information required.
All Group
stakeholders
Supervisory
Body, Board of
Directors, Chief
Executive Ofcer
and supervisory
and control
bodies
Directive (EU)
2019/1937
Group website
and corporate
intranet
Social
Responsibility
Policy
S1, S2,
G1
The document denes how the Group
undertakes to manage its activities
while taking account of the impacts on
all stakeholders.
All Group
stakeholders
Board of
Directors and
Chief Executive
Ofcer
SA8000; Universal
Declaration of
Human Rights; UN
Guiding Principles
on Business and
Human Rights; ILO
Conventions
Group website
and corporate
intranet
Environmental
Policy
E1
The Environmental Policy sets out the
principles for monitoring and reducing
the environmental impacts generated
by business activities, including impacts
associated with consumption and
emissions.
All Group
stakeholders
Board of
Directors, Chief
Executive
Ofcer and Chief
Sustainability
Ofcer
GHG Protocol, ISO
14001
Group website
and corporate
intranet
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Gender
Equality
Policy
S1, S2,
S4, G1
Through this policy, the Group commits
to ensuring that all people, irrespective
of sex or gender, have the same
opportunities and are treated equitably.
Its purpose is to promote gender
equality, value diversity and support
women’s empowerment.
All Group
stakeholders
Board of
Directors and
Chief Executive
Ofcer
PdR 125
Group website
and corporate
intranet
Regulation
on the use of
Sesa Group
information
systems,
business
applications
and IT
resources
S4
The Regulation contains binding
requirements governing the correct
use by employees of information
systems, business applications and
physical assets. It also provides binding
instructions concerning the processing
of personal data by those employees.
Data
Protection
Ofcer
DPO PdR
Corporate
intranet
Sesa Group
IT Incident
Management
Procedure
and Data-
Breach Event
Management
and Reporting
Procedure
S4
Together, these procedures govern the
identication, analysis, containment
and resolution of security incidents
and the management of personal-
data breaches. They ensure a timely
response, traceability of events
and compliance with regulatory
requirements, including the GDPR.
Whole Group COO
ISO 27001, PdR,
Data Protection Act
Corporate
intranet
Sesa Risk
Assessment
Document
(Documento
di
Valutazione
dei Rischi -
DVR)
S1, S2
The document describes the
implementing rules designed to ensure
the highest levels of workplace health
and safety protection in accordance
with local legislation. It is addressed
to Sesa workers and to suppliers and
customers that request access to it.
Group
employees
and suppliers
Head of the
Prevention
and Protection
Service (RSPP)
and Employer
Italian Legislative
Decree No.
81/2008 and ISO
45001
Corporate
intranet
Biodiversity
and
Ecosystems
Policy
E4
The policy sets out the Group’s
commitments to protecting biodiversity
and ecosystems and managing impacts
connected with its business activities.
All Group
stakeholders
Board of
Directors, Chief
Executive
Ofcer and Chief
Sustainability
Ofcer
UN Convention on
Biological Diversity,
EU Biodiversity
Strategy for 2030
and CSRD
Group website
and corporate
intranet
Anti-Corruption
Policy
G1
The policy sets out the principles and
safeguards adopted by the Group to
prevent and combat all forms of direct
or indirect corruption.
All Group
stakeholders
Board of
Directors, Chief
Executive Ofcer
and Supervisory
Body
Italian Legislative
Decree No.
231/2001, UNI ISO
37001 and United
Nations Convention
against Corruption
Group website
and corporate
intranet
Human
Rights
Protection
Policy
S1, S2,
S3, S4
The policy sets out the Group’s
commitments to respecting and
protecting human rights and workers’
rights in its own activities and
throughout the value chain.
All Group
stakeholders
Board of
Directors and
Chief Executive
Ofcer
Universal
Declaration of
Human Rights,
ILO Conventions
and United Nations
Guiding Principles
on Business and
Human Rights
Group website
and corporate
intranet
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4.2 Environmental Information
DISCLOSURE PURSUANT TO ARTICLE 8 OF REGULATION (EU)
2020/852 (TAXONOMY REGULATION)
Regulation (EU) 2020/852 on the European Taxonomy
(hereinafter also the “Regulation”, the “Taxonomy” or the “EU
Taxonomy”) entered into force on July 12, 2020 with the aim
of establishing a reference framework for classifying economic
activities considered sustainable. The European Commission
has developed a specific classification system to identify
environmentally sustainable economic activities, as an enabling
factor for supporting sustainable investment and implementing
the European Green Deal. By providing appropriate information
on economic activities that may be considered environmentally
sustainable, the framework is intended to enhance investor
confidence and transparency, protect private investors against
so-called greenwashing, support companies in planning their
transition, reduce market fragmentation and, ultimately, close
the sustainable investment gap.
The Regulation introduces a single EU-wide classification
system for identifying environmentally sustainable economic
activities. To determine whether an activity is environmentally
sustainable, the legislation requires it to contribute to one or
more of the following six environmental targets: climate change
mitigation (CCM); climate change adaptation (CCA); the
sustainable use and protection of water and marine resources
(WTR); the transition to a circular economy, including waste
reduction and recycling (CE); pollution prevention and control
(PPC); and the protection and restoration of biodiversity and
ecosystems (BIO).
Accordingly, an economic activity is environmentally
sustainable where it: (i) makes a substantial contribution
to one or more of the six environmental targets; (ii) does no
significant harm to any of the other environmental targets
(Do No Significant Harm - DNSH); and (iii) is carried out in
compliance with minimum safeguards.
In July 2018, the European Commission established a Technical
Expert Group (TEG) on sustainable finance to develop
recommendations for the technical screening criteria applicable
to economic activities capable of making a substantial
contribution to climate change mitigation or adaptation without
causing significant harm to the other four environmental targets.
Based on the TEG’s contribution and input from a broad range
of stakeholders and institutions, the Taxonomy Regulation was
published in the Official Journal of the European Union on June
22, 2020 and entered into force on July 12 of the same year.
Since January 2022, companies required to publish a
consolidated non-financial statement have also been required
to disclose the proportion of their turnover, capital expenditure
(CapEx) and operating expenditure (OpEx) that qualifies as
environmentally sustainable. The Taxonomy Regulation also
empowers the European Commission to adopt delegated acts
and other measures specifying how competent authorities and
market participants must comply with the requirements laid
down in the Regulation.
Sesa welcomed the development of the EU Taxonomy, as
it provides all stakeholders with a common language, with
a particular focus on the decarbonisation of the European
economy by 2050. The Taxonomy currently identifies 13 sectors
comprising more than 100 economic activities, of which 86
may make a substantial contribution to both climate change
mitigation and adaptation, eight to mitigation only and 15 to
adaptation only. For the financial year ended April 30, 2026,
non-financial undertakings subject to the Regulation, including
Sesa, are required to disclose their Taxonomy-eligible and
Taxonomy-aligned economic activities with reference to the
first two climate targets, together with the related quantitative
economic performance indicators (KPIs), namely the shares of
turnover, CapEx and OpEx attributable to those activities.
Eligibility and alignment analysis
Consistent with the work begun in the previous financial year,
for the year ended April 30, 2026 Sesa updated its eligibility
assessment to identify the activities carried out by the Group
that correspond to those listed and described in Annexes I and II
to the Climate Delegated Act, relating respectively to the climate
change mitigation and climate change adaptation targets.
The Group also analysed any eligible activities relating to CapEx
(Annex I to Delegated Regulation (EU) 2021/2178, paragraph
1.1.2.2(c)) and OpEx (Annex I to Delegated Regulation (EU)
2021/2178, paragraph 1.1.3.2(c)) arising from the purchase
of products from Taxonomy-eligible and Taxonomy-aligned
economic activities and from individual measures enabling the
relevant activities to reduce their emissions profile.
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
This analysis identified the following activities as eligible for
the climate change mitigation target (Annex I to the Climate
Delegated Act):
• 4.1 Electricity generation using solar photovoltaic
technology. The installation, maintenance and repair of
renewable energy technologies formed an integral part of
the activities carried out by P.M. Service S.p.A., GreenSun
S.r.l., Green4Tech S.r.l., GreenSun Adria, GreenSun East
Europe and Sebic S.r.l.;
• 7.2 Renovation of existing buildings. This relates to
CapEx for work designed to restore and refurbish owned
or leased buildings;
• 7.6 Installation, maintenance and repair of energy-
efficiency equipment. During the year, measures were
implemented to increase the energy efficiency of Group
facilities;
• 8.1 Data processing, hosting and related activities.
Data processing, hosting and related activities - including
the storage, management, movement, control, display,
switching, interchange, transmission or processing of data
through data centres, including edge computing - represent
a significant part of the Sesa Group’s business. These
activities include sales of edge-computing, security and
collaboration services, IT solutions and software by the ICT
VAS and SSI Sectors, as well as activities attributable to the
digital platforms of the Business Services Sector.
To assess alignment, the activities identified as eligible were
evaluated against the applicable technical screening criteria.
Substantial contribution criteria
For each economic activity considered eligible, compliance with
the substantial contribution criteria set out in Annexes I and II to
the Climate Delegated Act was assessed in order to determine
the substantial contribution made by the activity to the climate
change mitigation or adaptation targets.
Activity 8.1 - Data processing, hosting and related activities
As described above, the Group carries out activities that
correspond to activity 8.1, “Data processing, hosting and
related activities”, as described in Annex I to the Climate
Delegated Act for climate change mitigation, and these
activities were therefore treated as eligible for the purposes
of this assessment. However, the subsequent verification of
the substantial contribution criteria proved difficult to apply.
Accordingly, on the basis of a conservative and prudent
approach, the Group considered the activity not to be aligned
with the substantial contribution criteria.
Activity 7.2 - Renovation of existing buildings
For capital expenditure on measures to restore and refurbish
owned or leased buildings, the substantial contribution criteria
require the building renovation either to comply with the applicable
requirements for major renovations or, alternatively, to result in
a reduction in primary energy demand of at least 30%. For the
current reporting year, in the absence of sufficient evidence to
allow a complete assessment of compliance with the criterion,
the Group adopted a conservative and prudent approach and
considered the activity not to be aligned with the substantial
contribution criteria.
Do No Significant Harm (DNSH) criteria
The DNSH criteria define the conditions under which activities
must be carried out without causing significant harm to the other
environmental targets. These criteria may consist of specific
requirements or general, recurring criteria. In the former case,
the requirements are specific to the activity under assessment
and call for targeted verification. Recurring criteria, on the other
hand, are set out in the five appendices supplementing Annexes
I and II to the Climate Delegated Act and mainly refer to
compliance with EU or national legislation or to the performance
of assessment activities.
Activity 8.1 - Data processing, hosting and related activities
For activity 8.1, Annex II to the Climate Delegated Act specifies
DNSH criteria in relation to three other targets: climate change
adaptation; the sustainable use and protection of water and
marine resources; and the transition to a circular economy. In
relation to data-processing activities, in the absence of sufficient
evidence to allow a complete assessment of compliance with
those criteria, the Group adopted a conservative and prudent
approach and considered the activity not to be aligned with
them.
Minimum safeguards
Lastly, the Group assessed the extent to which it complies with
the principles referred to in Article 18 of the Regulation, which
defines the minimum safeguards intended to ensure that an
economic activity is carried out in accordance with human and
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labour rights. These safeguards refer to the OECD Guidelines
for Multinational Enterprises and the UN Guiding Principles
on Business and Human Rights, including the principles and
rights set out in the eight fundamental conventions identified
in the Declaration of the International Labour Organization
(ILO) on Fundamental Principles and Rights at Work and in
the International Bill of Human Rights. The Group analysed the
matters addressed in the documents referred to in Article 18,
also taking account of the guidance issued by the Platform on
Sustainable Finance, and assessed the safeguards in place
in relation to human rights, consumer interests, corruption,
competition and taxation. Compliance by the Group’s suppliers
with the minimum safeguards was also reviewed.
The Group has adopted instruments designed to promote
compliance with minimum safeguards both within and outside
the organisation. These include:
• Code of Ethics: through the Code, the Group undertakes
to uphold the principles and values of ethical business
in accordance with applicable legislation and to foster
the moral and social responsibility that the Group as a
whole must assume towards both internal and external
stakeholders.
• Organisation, Management and Control Model
pursuant to Italian Legislative Decree No. 231/2001:
this set of protocols governs and defines the corporate
structure and the management of processes that are
sensitive under Italian Legislative Decree No. 231/2001.
Through the Model, the Group regulates and further
develops the management of human-rights and corporate-
governance matters. It includes, in particular, the
whistleblowing procedure for reporting potential conduct
in breach of the Code of Ethics, the Code of Ethics itself,
the appointment of the Supervisory Body and the specific
procedures applicable to areas exposed to predicate-
offence risk;
• Anti-Corruption Policy: the Policy is designed to prevent
and combat all forms of active or passive corruption
and to promote a corporate culture founded on integrity,
transparency and fairness. It defines the principles and
rules of conduct to be observed in relations with customers,
suppliers, business partners, the Public Administration
and all other stakeholders and governs the management
of situations potentially exposed to corruption risk. It
applies to all addressees and promotes compliance with
applicable legislation and the highest ethical standards
in the conduct of business. The Anti-Corruption Policy is
publicly available on the Group’s website;
• Human Rights Protection Policy: the Policy is designed
to promote and protect respect for fundamental human
rights in all Group activities and throughout the value
chain. It sets out the principles and commitments adopted
by the Group to prevent and mitigate adverse impacts on
human rights, promoting decent working conditions, the
prohibition of all forms of discrimination, forced labour
and child labour, respect for freedom of association,
occupational health and safety, and equal opportunities.
It applies to all addressees and guides relationships
with employees, other collaborators, suppliers, business
partners and all other stakeholders, promoting compliance
with applicable legislation and international human-rights
standards.
In addition to complying with the national legislation in force in
the countries in which it operates, Sesa conducts its activities
with the aim of pursuing sustainable and inclusive growth, in
line with the Universal Declaration of Human Rights, the ILO
Conventions and the principles of the United Nations Global
Compact, of which it is a participant.
As of April 30, 2026, no instances of non-compliance
relating to human rights, competition, corruption or
taxation had been recorded, and no customer complaints
had been received.
Based on the tools and measures adopted by the Group in
relation to minimum social safeguards, Sesa considers the
activity carried out directly - activity 8.1, “Data processing,
hosting and related activities” - to comply with the minimum
safeguards criteria. Conversely, on the basis of a conservative
and prudent approach, Sesa does not consider the current
practices applied across the supply chain sufficient to treat as
compliant with the minimum safeguards the activities relating
to the purchase of products from Taxonomy-eligible and
Taxonomy-aligned economic activities and individual measures
enabling the target activities to reduce their emissions profile,
including activity 7.2, “Renovation of existing buildings”.
KPI CALCULATION METHODOLOGY
The annexes to Commission Delegated Regulation
(EU) 2021/2178 (the “Disclosure Delegated Act”) require
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
undertakings to calculate the percentage of turnover, CapEx
and OpEx associated with Taxonomy-eligible and Taxonomy-
aligned activities. To comply with this requirement, as explained
above, the Group identified its eligible activities, assessed
which of them met the alignment criteria and calculated the
three KPIs required by the Regulation. The following sections
describe the analyses performed to meet the disclosure
requirements of the Disclosure Delegated Act, including the
calculation methods applied and the accounting items used
for the three KPIs. The financial data used to determine the
relevant proportions were extracted from the Sesa Group
Integrated Annual Report as of April 30, 2026.
Turnover
In accordance with the Disclosure Delegated Act, the Group
used the following amounts to calculate the turnover KPI:
• denominator: net turnover generated from the provision
of services, after deducting sales discounts and value-
added tax directly associated with turnover. To prevent
any double counting, intercompany items were eliminated
and do not contribute to the KPI.
• numerator: the portion of net turnover included in the
denominator that is associated with activities eligible
under the EU Taxonomy. For this purpose, the approach
involved identifying, through the income statements of the
Group companies within the reporting scope, the revenue
components attributable to data processing, hosting
and related activities and to the other eligible activities
identified above.
(a) The code includes the abbreviation of the environmental target to which the economic activity may make a substantial contribution and the number of the activity section in the corresponding
annex for that target: climate change mitigation (CCM), climate change adaptation (CCA), water and marine resources (WTR), circular economy (CE), pollution prevention and control (PPC), and
biodiversity and ecosystems (BIO).
(b) Yes means that the activity is Taxonomy-eligible and Taxonomy-aligned for the relevant environmental target; No means that the activity is Taxonomy-eligible but not Taxonomy-aligned for the
relevant environmental target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(c) Where an economic activity makes a substantial contribution to more than one environmental target, non-financial undertakings indicate in bold the most relevant environmental target for the
calculation of financial undertakings’ KPIs, thereby preventing double counting.
(d) An activity may be aligned with one or more environmental targets for which it is eligible.
(e) An activity may be eligible but not aligned with the relevant environmental target or targets.
(f) EL means that the activity is Taxonomy-eligible for the relevant target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(g) Activities are included in section A.2 of the template only where they are not aligned with any environmental target for which they are eligible. Activities aligned with at least one environmental
target are included in section A.1.
(h) To be included in section A.1, an activity must meet all applicable DNSH criteria and the relevant minimum safeguards. For activities included in section A.2, non-financial undertakings may
complete columns 5 to 17 voluntarily. They may indicate whether the substantial-contribution and DNSH criteria are met by using: (i) for substantial contribution, the codes Yes/No and N/EL instead
of EL and N/EL; and (ii) for DNSH, the codes Yes/No.
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European taxonomy KPIs (turnover)
FY ended 04/30/26 2026 Substantial contribution criteria
DNSH criterion (do no significant
harm) (h)
Economic Activities
Code (2) (a)
Turnover (3)
Share of turnover, 2026 (4)
Climate change mitigation (5)
Adaptation to climate change (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate change mitigation (11)
Adaptation to climate change (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards (17)
Aligned share of turnover (A.1.) or eligible (A.2.) for taxonomy, N-1(18)
Enabling activity category (19)
Transition activity category (20)
Currency (€ thousands)
%
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
%
A
T
A. Activities eligible for taxonomy
A.1 Eco-sustainable activities (aligned with the taxonomy)
Turnover of the eco-sustainable activities (aligned with
the taxonomy) (A.1)
0 0% 0%
Of which enabling 0 0% 0% A
Of which of transition 0 0% 0% T
A.2 Activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxonomy) (g)
Data processing, hosting and related activities
CCM
8.1
756,424 21% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
23%
Production of electricity using photovoltaic solar
technology
CCM
4.1
89 0% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
0%
Installation, maintenance and repair of re-
newable energy technology
CCM
7.6
409,594 11% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
8%
Turnover of activities eligible for the taxonomy but
not eco-sustainable (activities not aligned with the
taxonomy A.2)
1,166,107 32% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
31%
A. Turnover of activities eligible for the taxonomy
(A.1+A.2)
1,166,107 32% 31%
B. Activities not eligible for taxonomy
Turnover of economic activities not eligible for
taxonomy (B)
2,454,704 68% 69%
Total (A + B) 3,620,811 100% 100%
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
CapEx
For the denominator of the CapEx KPI, the Group considered additions during the reporting period relating to tangible assets,
including the development and renovation of corporate assets, intangible assets, including patents, software and capitalised
research and development costs, and right-of-use assets. The figures were obtained through a detailed review of management
reporting covering investments made during the year by all companies within the consolidation scope:
In accordance with the Disclosure Delegated Act, the Group used the following amounts to calculate the CapEx KPI:
• Denominator: tangible assets and leases included in the relevant additions for the year;
• Numerator: CapEx relating both to assets and processes associated with eligible economic activities under paragraph
1.1.2.2(a) of Annex I to the Disclosure Delegated Act and to purchases of products from Taxonomy-eligible and Taxonomy-
aligned economic activities, together with individual measures enabling the target activities to reduce their emissions profile,
under paragraph 1.1.2.2(c) of Annex I to the Disclosure Delegated Act.
(a) The code includes the abbreviation of the environmental target to which the economic activity may make a substantial contribution and the number of the activity section in the corresponding
annex for that target: climate change mitigation (CCM), climate change adaptation (CCA), water and marine resources (WTR), circular economy (CE), pollution prevention and control (PPC), and
biodiversity and ecosystems (BIO).
(b) Yes means that the activity is Taxonomy-eligible and Taxonomy-aligned for the relevant environmental target; No means that the activity is Taxonomy-eligible but not Taxonomy-aligned for the
relevant environmental target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(c) Where an economic activity makes a substantial contribution to more than one environmental target, non-financial undertakings indicate in bold the most relevant environmental target for the
calculation of financial undertakings’ KPIs, thereby preventing double counting.
(d) An activity may be aligned with one or more environmental targets for which it is eligible.
(e) An activity may be eligible but not aligned with the relevant environmental target or targets.
(f) EL means that the activity is Taxonomy-eligible for the relevant target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(g) Activities are included in section A.2 of the template only where they are not aligned with any environmental target for which they are eligible. Activities aligned with at least one environmental
target are included in section A.1.
(h) To be included in section A.1, an activity must meet all applicable DNSH criteria and the relevant minimum safeguards. For activities included in section A.2, non-financial undertakings may
complete columns 5 to 17 voluntarily. They may indicate whether the substantial-contribution and DNSH criteria are met by using: (i) for substantial contribution, the codes Yes/No and N/EL instead
of EL and N/EL; and (ii) for DNSH, the codes Yes/No.
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European taxonomy KPIs (CapEx)
FY ended 04/30/26 2026 Substantial contribution criteria
DNSH criterion (do no significant
harm) (h)
Economic Activities
Code (2) (a)
Turnover (3)
Share of CapEx, 2026 (4)
Climate change mitigation (5)
Adaptation to climate change (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate change mitigation (11)
Adaptation to climate change (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards (17)
Aligned share of turnover (A.1.) or eligible (A.2.) for taxonomy, N-1(18)
Enabling activity category (19)
Transition activity category (20)
Currency (€ thousands)
%
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
%
A
T
A. Activities eligible for taxonomy
A.1 Eco-sustainable activities (aligned with the taxonomy)
CapEx of the eco-sustainable activities (aligned with the
taxonomy) (A.1)
0 0% 0%
Of which enabling 0 0% 0% A
Of which of transition 0 0% 0% T
A.2 Activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxonomy) (g)
Data processing, hosting and related activities
CCM
8.1
7,488 26% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
8%
Renovation of existing buildings
CCM
7.2
2,149 8% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
5%
CapEx of activities eligible for the taxonomy but not
eco-sustainable (activities not aligned with the taxo-
nomy) (A.2)
9,637 34% 13%
A. CapEx of activities eligible for the taxonomy
(A.1+A.2)
9,637 34% 13%
B. Activities not eligible for taxonomy
CapEx of economic activities not eligible for taxonomy 18,772 66% 87%
Total (A + B) 28,409 100% 100%
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
OpEx
In accordance with the Disclosure Delegated Act, the Group used the following basis to calculate the OpEx KPI:
• denominator: a detailed review of the Group’s consolidated chart of accounts was performed to identify the items attributable
to the cost categories expressly specified in the Disclosure Delegated Act;
• numerator: taking account of paragraph 1.1.3.2 of Annex I to the Disclosure Delegated Act and the related clarifications issued
by the European Commission, the Group assessed that no indication should be provided for the numerator of this KPI because
the denominator represents an immaterial proportion of the Group’s total operating expenditure.
(a) The code includes the abbreviation of the environmental target to which the economic activity may make a substantial contribution and the number of the activity section in the corresponding
annex for that target: climate change mitigation (CCM), climate change adaptation (CCA), water and marine resources (WTR), circular economy (CE), pollution prevention and control (PPC), and
biodiversity and ecosystems (BIO).
(b) Yes means that the activity is Taxonomy-eligible and Taxonomy-aligned for the relevant environmental target; No means that the activity is Taxonomy-eligible but not Taxonomy-aligned for the
relevant environmental target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(c) Where an economic activity makes a substantial contribution to more than one environmental target, non-financial undertakings indicate in bold the most relevant environmental target for the
calculation of financial undertakings’ KPIs, thereby preventing double counting.
(d) An activity may be aligned with one or more environmental targets for which it is eligible.
(e) An activity may be eligible but not aligned with the relevant environmental target or targets.
(f) EL means that the activity is Taxonomy-eligible for the relevant target; N/EL means that the activity is not Taxonomy-eligible for the relevant target.
(g) Activities are included in section A.2 of the template only where they are not aligned with any environmental target for which they are eligible. Activities aligned with at least one environmental
target are included in section A.1.
(h) To be included in section A.1, an activity must meet all applicable DNSH criteria and the relevant minimum safeguards. For activities included in section A.2, non-financial undertakings may
complete columns 5 to 17 voluntarily. They may indicate whether the substantial-contribution and DNSH criteria are met by using: (i) for substantial contribution, the codes Yes/No and N/EL instead
of EL and N/EL; and (ii) for DNSH, the codes Yes/No.
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European taxonomy KPIs (OpEx)
FY ended 04/30/26 2026 Substantial contribution criteria
DNSH criterion (do no significant
harm) (h)
Economic Activities
Code (2) (a)
Turnover (3)
Share of OpEx, 2026 (4)
Climate change mitigation (5)
Adaptation to climate change (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate change mitigation (11)
Adaptation to climate change (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards (17)
Aligned share of turnover (A.1.) or eligible (A.2.) for taxonomy, N-1(18)
Enabling activity category (19)
Transition activity category (20)
Currency (€ thou-
sands)
%
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes; No; N/EL; (b) (c)
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
%
A
T
A. Activities eligible for taxonomy
A.1 Eco-sustainable activities (aligned with the taxonomy)
OpEx of the eco-sustainable activities (aligned with the
taxonomy) (A.1)
0 0% 0%
Of which enabling 0 0% 0% A
Of which of transition 0 0% 0% T
A.2 Activities eligible for the taxonomy but not eco-sustainable (activities not aligned with the taxonomy) (g)
Data processing, hosting and related activities
CCM
8.1
73,614 24% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
23%
Production of electricity using photovoltaic solar
technology
CCM
4.1
100 0% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
0%
Installation, maintenance and repair of re-
newable energy technology
CCM
7.6
18,781 7% AM
N/
AM
N/
AM
N/
AM
N/
AM
N/
AM
4%
OpEx of activities eligible for the taxonomy but not
eco-sustainable (activities not aligned with the taxo-
nomy) (A.2)
92,495 31% 27%
A. OpEx of activities eligible for the taxonomy
(A.1+A.2)
92,495 31% 27%
B. Activities not eligible for taxonomy
OpEx of activities not eligible for taxonomy (B) 208,517 69% 73%
Total (A + B) 301,012 100% 100%
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3. Performance as of
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5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
ESRS E1 - Climate Change
The Sesa Group considers it important to provide stakeholders
with complete and transparent information on its environmental
performance.
The Group’s greenhouse gas emissions are characteristic of
an office-based organisation. They mainly arise from the use of
fossil fuels for heating and the purchase of electricity generated
by third parties and are, overall, limited and associated with
conventional assets such as electrical and heating systems. The
principal sources of energy consumption are electricity used
by offices and the Data Centre - whose energy demand was
approximately 2 million kWh in the year ended April 30, 2026
and was entirely covered by 100% certified renewable electricity
- technological and IT equipment, building heating and fuel for
company cars.
The Group considers it important to monitor greenhouse
gas emissions and other types of emissions with a view to
progressively reducing its carbon footprint.
ESRS 2 GOV-3: INTEGRATION OF SUSTAINABILITY-
RELATED PERFORMANCE IN INCENTIVE SCHEMES
The requirements concerning the integration of sustainability-
related performance into incentive schemes are addressed
under ESRS 2 GOV-3 in the “General Information” chapter.
E1-1: TRANSITION PLAN FOR CLIMATE CHANGE
MITIGATION
As of the publication date of this document, the Sesa Group
had not adopted a transition plan for climate change mitigation.
As part of the strengthening of its sustainability commitment,
the Group intends to define, over the coming financial years,
a transition plan including specific strategies to reduce the
negative impacts of climate change and capture emerging
opportunities. As a preliminary step, however, a climate-risk
assessment was performed to evaluate the potential effects of
physical climate-related risks.
ESRS 2 IRO-1: DESCRIPTION OF THE PROCESSES
TO IDENTIFY AND ASSESS MATERIAL CLIMATE-
RELATED IMPACTS, RISKS AND OPPORTUNITIES
The process of identifying and assessing climate-related
impacts, risks and opportunities was carried out by Sesa
through the double materiality assessment, as described under
ESRS 2 IRO-1 in the “General Information” chapter. To identify
its impacts on climate change, the Group prepares an annual
greenhouse gas (GHG) emissions inventory, calculating Scope
1, Scope 2 and Scope 3 emissions in accordance with the
GHG Protocol Corporate Accounting and Reporting Standard.
The Group’s principal emissions are generated along the value
chain. The assessment process also considered the principal
physical risks associated with the effects of climate change
that may be relevant to the Group’s operating locations and
the continuity of its value chain, together with transition risks
and opportunities arising from developments in the regulatory,
technological and market environment, particularly the growing
demand for digital solutions supporting the sustainable
transition, cybersecurity and energy efficiency.
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The identification and assessment of these risks and opportunities were also supported by the analyses developed in the Sesa
Group’s Climate-related Risks and Opportunities Report, prepared in accordance with the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD). The Report includes a climate-scenario analysis used to assess the resilience of the
Group’s strategy and business model to the principal physical and transition risks. For further details on the methodology applied,
the scenarios considered and the principal findings of the analysis, see the TCFD Report.
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY
AND THE BUSINESS MODEL
The physical and transition climate risks described under “ESRS 2 IRO-1 - Description of the processes to identify and assess material
impacts, risks and opportunities” were assessed qualitatively by Sesa’s Sustainability Operating Committee, whose members have
extensive knowledge of the Group’s internal processes and business, and subsequently by Sesa’s Sustainability Committee, supporting
the validation process conducted by the independent directors.
Thematic
ESRS
Material matter
(sub-topic)
Sub-level
(sub-sub-topic)
IRO TYPE
Description of the impact, risk or opportunity
Environment – ESRS E1 – Climate Change
ESRS E1
Climate
Change
Climate change
mitigation
N/A
Current negative
impact
GHG emissions generated by ofces, IT infrastructure,
digital services, logistics, technological devices and the
value chain.
Climate change
mitigation
Scope 1 GHG
emissions
Current negative
impact
Direct emissions associated with the company eet, fuels
and operational mobility.
Climate change
mitigation
Scope 2 GHG
emissions
Current negative
impact
Indirect emissions from purchased electricity used for ofces,
operating infrastructure, IT systems and digital services.
Climate change
mitigation
Scope 3 GHG
emissions
Current negative
impact
Value-chain emissions arising from hardware, software,
technology vendors, logistics, travel, commuting, and the
use and end-of-life treatment of products sold.
Climate change
mitigation
Transition risks
Economic and
reputational risk
Regulatory developments, stakeholder pressure and
demand for low-carbon solutions may generate compliance
costs, loss of competitiveness or reputational impacts.
Climate change
mitigation
N/A Economic risk
Exposure of sites, logistics, suppliers, customers and business
continuity to physical climate risks and operational disruption.
Climate change
adaptation
Physical climate
risks
Economic risk
Extreme weather events may affect infrastructure, the
supply chain, logistics, service availability and business
continuity.
Energy N/A
Current negative
impact
Electricity consumption associated with ofces, IT
infrastructure, cloud services, data centres, digital platforms
and operating activities.
Energy Energy efciency
Economic
opportunity
Reduction of consumption and operating costs through
energy-efciency measures at sites, across digital
infrastructure, in IT services and in operating processes.
Energy
Renewable
energy
Economic and
reputational
opportunity
Use of renewable energy and development of technological
solutions supporting customers’ energy transition.
Energy
Energy-transition
opportunities
Economic
opportunity
Growing demand for digital solutions for energy efciency,
renewable energy, storage, energy management and
circular models.
Energy
Green solutions
as a positive
impact
Potential positive
impact
Green technologies and services may help reduce
customers’ energy consumption, emissions and
environmental impacts.
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As part of the double materiality assessment, the Group
preliminarily identified certain physical and transition risks
associated with climate change that could affect its activities and
reputation, although not to a significant extent. The resilience
of the Group’s strategy and business model to climate change
was analysed in the Sesa Group’s Climate-related Risks and
Opportunities Report (TCFD), which includes an assessment
of the principal climate-related risks and opportunities, climate-
scenario analysis and the related effects on the resilience of
the business model. The Report will be progressively updated
and further developed, including through an analysis of physical
climate risks affecting the properties used by the Group, in
order to strengthen the assessment of the resilience of its
activities. The resilience of the strategy and business model to
climate change was assessed through a scenario analysis that
considered the principal physical and transition risks and the
related climate opportunities, evaluating their potential effects on
the Group’s activities over different time horizons. The analysis
supported the assessment of the resilience of the business
model to climate change. For a description of the methodology
applied, the scope of the analysis, the scenarios considered and
the principal findings, see the TCFD Report available on the
Group’s corporate website.
The qualitative assessment considered, in particular:
• physical risks, such as air temperature, extreme heat,
storms, heavy rainfall, flooding and drought, with potential
impacts, for example, on energy costs, asset protection and
business continuity;
• transition risks, including potential future regulatory
changes associated with the ongoing transition to a
decarbonised economy, such as legal and financial risks
arising from non-compliance with performance standards,
with potential impacts on plant technologies and compliance
and energy costs.
Among physical risks, the Group identified a possible economic
risk arising from the impact of heatwaves on workforce productivity.
This could require adaptation measures such as strengthening
office cooling systems. The Group also identified an economic
risk from extreme climate-related events affecting Group assets in
higher-risk areas, which could lead to increased insurance costs.
However, given the limited environmental impact of the Group’s
activities, these risks were not considered material.
As regards transition risks, the Group identified a possible,
limited economic and reputational risk associated with failure to
adopt a climate change adaptation plan, as required by the EU
Taxonomy Regulation and by ESG ratings. In addition, higher
electric-vehicle prices could increase the cost of expanding the
proportion of hybrid and electric vehicles in the corporate fleet.
Other transition risks include volatility in the price of energy
required for operations and the need for greater investment in
energy-efficiency solutions at Group-owned sites. Lastly, failure
to implement energy-efficiency solutions in offices not owned
by the Group could result in higher energy costs. The Group
monitors and manages these impacts and risks through targeted
actions designed to reduce negative impacts, together with the
environmental policies already in place. In view of the limited
environmental impact of the Group’s activities, these risks have
not, to date, been considered material.
The Group also identified a potential positive climate-related
impact from the sale of sustainable IT solutions that may reduce
customers’ energy consumption and GHG emissions. These
solutions do not, however, currently account for a material
proportion of Group turnover, as reported in the EU Taxonomy
disclosure above.
Sesa also recognises that climate change presents a complex
challenge. Potential future regulatory changes and increasingly
extreme and unpredictable weather events affect the planet
and society and may have long-term repercussions for a
range of sectors and companies. Sesa therefore recognises
a potential physical and transition risk associated with climate
change over the long term and will continue to monitor that
potential risk in future years.
In the short and medium term, taking account of the sector
in which the Group operates, Sesa has currently classified
climate change as a low risk, with no tangible or material
effects on business operations.
In coordination with its ESG manager, the Group monitors
changes in legislation and standards and has set environmental
targets as part of its sustainability strategy. To strengthen the
capacity of its corporate strategy to adapt to climate-related
phenomena, including over the long term, Sesa implements
measures such as purchasing renewable electricity, installing
photovoltaic panels and carrying out specific energy-efficiency
projects. The Group has also updated its “All-Risk Property”
insurance policies to cover direct and indirect losses and
provide protection against potential shutdowns or interruptions
to operating activities.
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E1-2: POLICIES RELATED TO CLIMATE CHANGE
MITIGATION AND ADAPTATION
Climate change and the appropriate management of
environmental matters have long been a focus for the Sesa Group.
This was formally confirmed in 2021 through the introduction
of the Group Environmental Policy, which established the
guiding principles for managing the Group’s environmental
impacts. Subsequently, in an increasingly complex regulatory
environment, the Group strengthened its framework by
introducing policies addressing a broad range of ESG matters,
from the Social Responsibility Policy to the Gender Equality
Policy. More specifically, through the Environmental Policy and
the Code of Ethics, the Group undertakes to manage its activities
correctly and carefully in relation to the environment and to
promote environmental responsibility towards its stakeholders,
consistently with the commitments arising from its participation in
the UN Global Compact and in alignment with the United Nations
Sustainable Development Goals (SDGs). The Environmental
Policy applies to Group companies and guides the conduct of
business activities, promoting consistent behaviour in relations
with key stakeholders and throughout the value chain. Ultimate
responsibility for its implementation lies with the Chief Executive
Officer, supported by the Chief Sustainability Officer and the
relevant corporate functions. The Environmental Policy and the
Code of Ethics are publicly available on the Group’s corporate
website.
Sesa promotes the responsible use of resources and the search
for innovative energy-saving solutions. Group companies are
committed to minimising the consumption of natural resources
such as electricity. To formalise and implement this commitment,
Sesa adopted a Group Environmental Policy and introduced an
Environmental Management System certified in accordance
with UNI EN ISO 14001:2015.
Sesa has not, however, adopted a specific policy for managing
its material impacts, risks and opportunities relating to climate
change mitigation and adaptation. Over the coming years, the
Group will consider adopting a dedicated policy to manage these
impacts, risks and opportunities. That decision will take account
of the development of its business, an in-depth assessment
of physical and transition risks, and the dynamics of its value
chain. This approach will enable the Group to gain a better
understanding of the strategic and operational implications and
to take targeted, effective action.
E1-3: ACTIONS AND RESOURCES IN RELATION TO
CLIMATE CHANGE POLICIES
Although the following actions do not derive from a specific
climate change policy, they have been implemented with the aim
of contributing to the mitigation of the Group’s negative climate-
related impacts.
Self-generation of electricity - Photovoltaic systems: The
Sesa Group directly generates part of the electricity it uses
through owned photovoltaic systems. Continuing the investments
begun in 2021, Sesa installed additional solar panels at the Empoli
Technology Campus and intends to expand capacity further at
other Group sites. As of April 30, 2026, the photovoltaic systems
had generated 1.0 million kWh during the year, an increase of
7.8% year on year. They also avoided approximately 211 tCO
2
e
of location-based Scope 2 emissions, equal to approximately 8%
of the Group’s total Scope 2 emissions.
Purchase of electricity - Contracts backed by Guarantees of
Origin: Consistent with the approach followed in each year since
2022, the Sesa Group purchased Guarantees of Origin (GOs) for
electricity generated from renewable sources. The Guarantees
of Origin cover more than 90% of the Group’s total electricity
consumption. This action reduced market-based Scope 2
emissions by approximately 95%, reflecting the lower emissions
associated with generating electricity from renewable sources
compared with the residual mixes of the relevant countries.
Business Units dedicated to Digital Green VAS - Enabling
the green and digital transition: Established in 2021 following
the acquisition of P.M. Service S.r.l. and further strengthened
in 2024 through the acquisition of GreenSun S.r.l., the Digital
Green VAS Sector offers solutions, technologies and services
supporting environmental sustainability and the green and digital
transition. The Sector also includes Service Technology S.r.l.,
which provides management and refurbishment solutions for IT
products and technology fleets. In the year ended April 30, 2026,
the company refurbished more than 50,000 personal computers,
corresponding to approximately 100 tonnes of hardware and
estimated savings of around 5 tonnes of CO
2
, equivalent to
approximately 150 mature trees. Overall, the Sector contributes
indirectly to reducing GHG emissions through the products and
services it sells.
SSI Sector: During the year, Var Group further strengthened its
offering of services for digitising and monitoring the consumption
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of natural resources, supporting the optimisation of production processes from an environmental-sustainability perspective. In addition,
following the establishment of the SustainIT Business Unit in 2024, a dedicated competence centre was created to support customers in
adapting structures, processes and platforms to ESG regulatory developments.
Additional actions implemented or planned by Sesa for the coming financial years to reduce emissions and optimise energy
consumption include:
• energy-efficiency improvements at certain sites, for example through the installation of LED lighting;
• application of the Environmental Policy guidelines to reduce and monitor the environmental impact of Group activities;
• development and implementation of monitoring infrastructure to strengthen ESG data quality, building on the project
launched in late 2023 to map the principal non-financial KPIs;
• ongoing training for the Group’s people on climate and environmental matters, continuing the extensive programme begun
in 2021, which also addresses material climate-change topics.
As the Group has not yet defined a decarbonisation plan, it has not allocated specific financial resources for future actions to
reduce GHG emissions. Further information on investments made, including CapEx and OpEx, is provided in the EU Taxonomy
disclosure above.
E1-4: TARGETS RELATED TO CLIMATE CHANGE MITIGATION AND ADAPTATION
During 2025, Sesa developed its Sustainability Plan for the two-year period 2026-2027 with the aim of integrating ESG matters into
the strategic vision set out in the Group Business Plan in a structured and consistent manner. In its first edition, the Plan was prepared
by the Sustainability Operating Committee and then submitted for assessment and review to the Board Sustainability Committee. It
is a dynamic planning and guidance tool designed to evolve over time through periodic updates reflecting emerging priorities and
the assessments made by the internal bodies responsible for sustainability governance. Following completion of the preparation and
review process, the Plan was approved by Sesa’s Board of Directors on July 17, 2025. The Plan was renewed during FY 2026.
The Sustainability Plan sets out the strategic targets, action areas and principal initiatives that the Group intends to implement in 2027-2028
across environmental, social and governance matters, consistently with the principles and requirements of the CSRD and the European
Sustainability Reporting Standards (ESRS). It provides operational guidance for integrating ESG factors into business activities and creating
sustainable value over the medium to long term.
The targets above were defined to support the transition towards a more sustainable business model and are closely linked to the Group
Environmental Policy, which identifies actions supporting their achievement. Responsibility for implementing the Sustainability Plan and
the related Group Environmental Policy is shared among several functions. These functions contribute to the aggregation and analysis
of environmental data and, on the basis of the impacts assessed, define the initiatives to be proposed. The targets shown in the table,
which are an extract from the Sesa Group Sustainability Plan, are intended to reduce climate-changing emissions attributable to
the Group’s operations, particularly Scope 1 and Scope 2 emissions. To achieve this target, the Group plans to:(1). increase the self-
generation of electricity through owned photovoltaic systems; (2). increase the proportion of hybrid or electric company cars made available
to employees and raise awareness of the efficient use of those vehicles to reduce fuel consumption; (3). continuously monitor corporate
assets to identify possible energy-efficiency or electrification measures; and (4). maintain and extend its policies for purchasing electricity
from renewable sources.
These measures are expected to deliver a 5% reduction in Scope 1 and Scope 2 location-based emissions by 2028 compared with the
2026 baseline. The organizational boundary of this target includes all consolidated Group companies. In addition, as of April 30, 2026,
95% of purchased electricity came from renewable sources, and the target for 2027-2028 is to increase this share to more than 97%.
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The Group defined its emissions-reduction targets using a structured methodology; at present, however, they are not explicitly aligned
with a pathway limiting global warming to 1.5°C in accordance with the Paris Agreement. In defining its targets, Sesa used internationally
recognised methodologies, including those established by the Greenhouse Gas Protocol. The Group is also considering variables that
could affect target achievement, including regulatory developments, technological innovation and changes in market demand. Should
significant changes arise from external factors, the Group will reassess and adjust its targets in a manner consistent with the evolving
context and decarbonisation best practice. The Group has also defined a structured, progressive process for reporting Scope 3 emissions.
From the next financial year, once the calculation methodology has been consolidated, it will assess whether to establish a specific Scope
3 reduction target. The use of carbon credits or other offsets is not currently planned.
E1-5: ENERGY CONSUMPTION AND MIX
During the year ended April 30, 2026, the Group continued to monitor energy consumption at its operating sites in order to provide
stakeholders with the most complete and transparent possible overview of its energy performance. As in previous years, Data Centre
operations and office lighting accounted for the largest share of the Group’s energy consumption. The remaining consumption mainly
arose from fuels used by the company car fleet and, to a lesser extent, natural gas used to heat the sites. The primary data used in the
energy-consumption table were obtained from electricity and natural-gas bills for the reporting period and from records of fuel supplied
to company cars, including diesel, LPG and petrol. Where electricity-consumption data were not available, consumption was estimated
using average consumption and weighted in proportion to the employees working at each site. The use of estimates was immaterial
relative to total consumption. As shown in the “Energy consumption and mix” table, total energy consumption increased by 1.9% in the
year ended April 30, 2026, from 37,651.7 MWh to 38,367.8 MWh. This was mainly attributable to the Group’s growth in size and the
expansion of its activities. At the same time, energy from renewable sources increased to 12,682.9 MWh from 12,378.0 MWh in the
previous year, and its share of total consumption rose from 32.9% to 33.1%. Consequently, the share of fossil energy decreased from
67.1% to 66.9%, confirming the progressive improvement in the energy mix in favour of renewable sources.
Area ESRS KPI UoM
Baseline
as of
04/30/2026
Target Principal actions SDGs
Environment – ESRS E1 – Climate Change
Environment
E1-5: Energy
consumption
and mix
Supply of low-
impact, 100%
renewable
electricity
Green kWh
/ total kWh
95%*
2027/2028: >97%
of total energy
consumption
(threshold)
Increase the
number of 100%
renewable
electricity contracts
SDGs 7 and 13
E1-6: Total
GHG emissions
(Scope 1 + 2)
Scope 1 and 2
emissions per
employee
tCO
2
e/
employee
0.95**
2027: -2% vs 2026;
2028: -3% vs 2027
New 100%
renewable
electricity
contracts; increase
self-generation
of renewable
electricity
SDGs 7 and 13
E1-6: GHG
emissions
intensity
Total GHG
emissions relative
to net revenue
tCO
2
Eq/€ 1.75***
2027: -2% vs 2026;
2028: -3% vs 2027
New 100%
renewable
electricity
contracts; increase
self-generation
of renewable
electricity
SDG 13
2027-2028 Targets
* The share of renewable energy, stated as approximately 95% of total energy consumption, includes the cancellation of Guarantees of Origin by the supplier Hera, equal to 89.7% of total
consumption; self-generated photovoltaic electricity of 1 million kWh, equal to 8.7% of total consumption; and a residual share of renewable electricity estimated from utility bills, equal to 1.6% of
total consumption. This figure is not directly comparable with the previous year’s target, as the conversion factor used to estimate the residual share of green energy from bills has been updated and
made more accurate. The current methodology is based on the average percentage of green energy recorded for each contract in the relevant bills, with the factor having changed from 41.20% to
10.32%. Had the previous methodology been applied, the result for the current year would have been over 98%.
** Target achieved, as a 2% reduction in emissions was forecast for 2026 (0.97 tCO
2
Eq/HR).
*** Target achieved, as a 2% reduction in emissions was forecast for 2026 (1.76 tCO
2
Eq/€).
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Energy consumption and mix (MWh)
29
April 30, 2026 April 30, 2025
Fuel consumption from coal and coal products - -
Fuel consumption from crude oil and petroleum products 22,702.02 21,787.56
Fuel consumption from natural gas 1,191.68 1,665.11
Fuel consumption from other fossil sources - -
Electricity consumption from fossil sources 1,791.16 1,821.00
Total energy consumption from fossil sources 25,684.86 25,273.67
Share of fossil sources in total energy consumption 66.9% 67.1%
Energy consumption from nuclear sources - -
Share of nuclear sources in total energy consumption - -
Fuel consumption from renewable sources, including biomass, biogas and renewable hydrogen 188.41 -
Purchased electricity, heat, steam and cooling from renewable sources 11,406.07 11,368.14
Self-generated renewable energy not requiring fuel 1,088.44 1,009.86
Total energy consumption from renewable sources 12,682.93 12,378.00
Share of renewable sources in total energy consumption 33.1% 32.9%
Total energy consumption 38,367.78 37,651.67
29. The energy consumption reported also includes consumption relating to entities not directly included in the reporting scope but subject to the Group’s operational control. Because operating
sites are shared with companies within the reporting scope, these values are included in the total energy consumption reported. DEFRA 2026 conversion factors were used to convert energy
consumption into MWh for the 2026 reporting period, and DEFRA 2025 factors were used for the 2025 reporting period.
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E1-6: GROSS SCOPE 1, SCOPE 2 AND SCOPE 3 GHG EMISSIONS AND TOTAL GHG EMISSIONS
The Group’s greenhouse gas emissions are characteristic of an office-based organisation and are mainly attributable to electricity
purchased from third parties, fossil fuels used for business travel and, to a lesser extent, heating. Emissions from Sesa’s activities
are therefore limited and associated with conventional assets such as electrical and heating systems. In reporting its emissions,
the Sesa Group applied the five principles of relevance, completeness, consistency, transparency and accuracy set out in the
GHG Protocol Corporate Accounting and Reporting Standard, balancing them in accordance with its reporting targets. This section
reports:
• Scope 1 emissions: direct emissions from sources owned or directly controlled by Sesa, including emissions from heating
operating sites and from fuel used by company vehicles;
• Scope 2 emissions: indirect emissions from electricity consumption, calculated using both the market-based and location-
based methods;
(31)
• Scope 3 emissions: indirect emissions associated with purchased goods and services, business travel and employee
commuting, upstream fuel- and electricity-related activities, water consumption and waste disposal.
Total GHG emissions (in tCO
2
eq)
April 30, 2026 April 30, 2025
Direct GHG emissions - Scope 1 5,588.5 5,755.4
Indirect GHG emissions - Scope 2, location-based 2,560.8 4,429.6
Indirect GHG emissions - Scope 2, market-based 752.6 765.2
Total Scope 1 and 2 GHG emissions, location-based 8,149.3 10,185.0
Total Scope 1 and 2 GHG emissions, market-based 6,341.1 6,520.5
The table below presents the Sesa Group’s 2026 greenhouse gas (GHG) emissions.
31. Under the applicable legislation, sectors with a high climate impact are those listed in sections A to H and section L of the NACE classification (as defined in Commission Delegated Regulation
(EU) 2022/1288).
31. The market-based method requires GHG emissions arising from purchased electricity and heat to be determined using supplier-specific emission factors or, where unavailable, the national
or subnational residual mix. In particular, for the 2026 reporting year the Group used the conversion factor derived from the AIB Residual Mix. A zero Scope 2 emission factor is assigned to
purchased electricity from renewable sources. By contrast, the location-based method accounts for emissions from electricity consumption using average national emission factors; ISPRA
conversion factors were used for 2026. Biogenic CO2 emissions - carbon dioxide released into the atmosphere through the combustion or decomposition of organic material such as biomass
- are not included because they are not applicable to Sesa.
Energy intensity ratio in high climate-impact sectors
30
Under Commission Delegated Regulation (EU) 2022/1288, almost all companies consolidated by the Sesa Group fall within
sectors described as “high climate-impact sectors”. In particular, the Group refers to “Information and communication” activities in
NACE Section J and “Professional, scientific and technical activities” in NACE Section M, with particular emphasis on “Computer
programming and consultancy activities” in NACE class 62. Energy intensity is therefore calculated using the Group’s total energy
consumption and total revenue, as also reported in Note 7, “Revenue”, in the section containing the consolidated financial statements
and related notes to the Annual Report.
Energy intensity ratio (MWh/€ million)
April 30, 2026 April 30, 2025
Total energy consumption from activities in high climate impact sectors (MWh) 38,367.8 37,651.7
Net revenue from activities in high climate impact sectors (€ million) 3,620.8 3,273.1
Energy intensity ratio 10.6 11.5
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GHG intensity per net revenue (in tCO
2
eq/Euro million)
April 30, 2026 April 30, 2025
Total Scope 1, 2 and 3 GHG emissions, location-based (tCO
2
e) 534,371.9 485,629.5
Total Scope 1, 2 and 3 GHG emissions, market-based (tCO
2
e) 532,563.7 481,965.0
Net revenue (Euro million) 3,620.8 3,273.1
Total location-based GHG emissions per net revenue (tCO
2
e/Euro million) 147,6 148,4
Total market-based GHG emissions per net revenue (tCO
2
e/Euro million) 147,1 147,2
The market-based Scope 2 emissions figure of 752.6 tCO
2
e was calculated taking account of the Guarantees of Origin relating to energy
consumption.
During the year, the Group improved both its direct and indirect emissions performance. Scope 1 emissions decreased by 2.9%, from
5,755.4 tCO
2
e to 5,588.5 tCO
2
e. Market-based Scope 2 emissions decreased by 1.64%, from 765.2 tCO
2
e to 752.6 tCO
2
e, reflecting the
increased use of electricity from renewable sources. As a result, total market-based Scope 1 and Scope 2 emissions fell by 2.8% year on
year to 6,341.1 tCO
2
e. Total location-based Scope 1 and Scope 2 emissions also improved notably, decreasing by 20.0% from 10,185.0
tCO
2
e to 8,149.3 tCO
2
e and confirming the Group’s continuing progress in energy efficiency and reducing its emissions impact.
Scope 3 emissions increased by 10.7% from 475,444.5 tCO
2
e to 526,222.6 tCO
2
e. This increase was mainly attributable to the expansion
of the Group’s reporting scope and the growth of its operations during the year. In particular, it reflects the increase in headcount, the
expansion in the number of operating sites and revenue growth. These factors led to a higher volume of purchased goods and services
and higher emissions associated with business activities, including employee commuting. The increase was therefore consistent with
the development of the consolidation scope and the growth of the business, rather than a deterioration in the emissions intensity of the
Group’s activities.
As shown below, the increase in absolute emissions was accompanied by an improvement in emissions-intensity indicators. Net
revenue increased by 10.6%, from Euro 3,273.1 million to Euro 3,620.8 million, while GHG emissions intensity decreased from 148.4
to 147.6 tCO
2
e per Euro million under the location-based approach and from 147.2 to 147.1 tCO
2
e per Euro million under the market-
based approach. This indicates that the increase in total emissions was broadly proportionate to business growth and that the Group’s
relative emissions performance improved.
Total Scope 3 GHG emissions (tCO
2
e) 526,222.6 475,444.5
1. Purchased goods and services 515,750.2 466,758.7
2. Capital goods 1,710.9 1,522.1
3. Fuel and energy-related activities (not included in Scope 1 or Scope 2 emissions) 1,859.3 2,026.5
7.Employee commuting 6,902.2 5,137.3
Total Scope 1, Scope 2 and Scope 3 GHG emissions (location-based) 534,371.9 485,629.5
Total Scope 1, Scope 2 and Scope 3 GHG emissions (market-based) 532,563.7 481,965.0
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Emission factors and methodology
Sesa does not include GHG emissions from associates and
other companies in its upstream and downstream value
chain, applying the operational-control reporting principle in
accordance with paragraphs 62 to 67 of ESRS 1. Any future
material change in the definition of the Sesa Group and its
upstream and downstream value chain will be disclosed,
together with an explanation of the effects on the comparability
of reported GHG emissions. The identification of emission
sources was guided in particular by the corporate strategy,
whose target is to identify and understand the risks and
opportunities associated with emissions throughout the
value chain, set reduction targets, monitor performance and
improve the information provided to stakeholders, thereby
enhancing reporting transparency. The reporting boundary
used to calculate all emissions covers the entire Group and
is consistent with the consolidation scope of the consolidated
financial statements. Where primary data were unavailable,
estimates were based on prior-year data or defined allocation
criteria, for example the number of employees working at each
operating site.
The following emission factors and approaches were used
to calculate emissions of carbon dioxide, nitrous oxide and
methane (CO2, N2O and CH4):
Direct emissions - Scope 1:
• For emissions from heating sites with natural gas and from
fuel used by owned and leased company cars, the Group
used the 2026 conversion and emission factors issued by
the UK Department for Environment, Food & Rural Affairs
(DEFRA);
• Emissions were consolidated using the operational-
control approach. In particular, emissions from fuel used
by leased vehicles are reported in Scope 1 under the
operational-control principle, whereby emissions from
assets over which Sesa can exercise control are treated
as direct emissions;
• Potential F-gas emissions from leaks associated with air-
conditioning and cooling equipment are excluded from
direct emissions because they are considered negligible.
Indirect emissions - Scope 2, location-based:
• For emissions from electricity purchased from national
grids and electricity consumed by electric vehicles, the
Group used the 2026 factors issued by ISPRA;
• Emissions were consolidated using the operational-
control approach.
Indirect emissions - Scope 2, market-based:
• Supplier-specific emission factors were used for supply
contracts backed by renewable sources;
• The gas used for calculating emissions is carbon dioxide
equivalent.
Indirect emissions - Scope 3:
• A range of emission factors from recognised databases
and scientific sources was used to calculate the different
categories, including AIB, CP Calculation, DEFRA,
Ecoinvent 3.10, Ecoinvent 3.11, IPCC and Mobitool 2.1;
• Where quantitative data were unavailable, the economic
value in Euro associated with the purchase of the relevant
product or service was used;
• Data were mainly extracted from corporate systems and
multiplied by emission factors from internationally recognised
databases. No supplier- or partner-specific data were used;
the Group therefore relied on estimation methodologies
contemplated by the GHG Protocol guidance.
The following GHG Protocol categories were included:
• Category 1 - Purchased goods and services;
• Category 2 - Capital goods;
• Category 3 - Fuel- and energy-related activities not included
in Scope 1 or Scope 2: emissions associated with the
extraction, refining and transport of fuels before combustion,
including gas and diesel for heating and diesel and petrol
for company vehicles, as well as upstream emissions
associated with electricity consumption;
• Category 5 - Waste generated in operations: emissions
arising from waste disposal, reported as zero because all
waste is managed through the applicable disposal channels;
• Category 7 - Employee commuting: emissions associated
with travel between employees’ homes and workplaces and
emissions relating to remote working.
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Scope 1 and 2
The chart below provides a breakdown of the Group’s total Scope 1 and Scope 2 greenhouse gas (GHG) emissions by emission
source.
The following Scope 3 categories were excluded from the inventory:
• Category 4 - Upstream transportation and distribution: not calculated separately because it is already included in Categories 1
and 2 through the emission factors selected;
• Category 6 - Business travel: excluded due to the unavailability of data; the Group intends to include the category in the next
financial year;
• Category 8 - Upstream leased assets: excluded because it is not applicable to the Sesa Group’s business model;
• Category 9 - Downstream transportation and distribution: excluded due to the unavailability of data; the Group intends to
include the category in the next financial year;
• Category 10 - Processing of sold products: excluded because it is not applicable to the Sesa Group’s business model;
• Category 11 - Use of sold products: excluded due to the unavailability of data; the Group intends to include the category in the
next financial year;
• Category 12 - End-of-life treatment of sold products: excluded due to the unavailability of data; the Group intends to include
the category in the next financial year;
• Category 13 - Downstream leased assets: excluded because it is not applicable to the Sesa Group’s business model;
• Category 14 - Franchises: excluded because it is not applicable to the Sesa Group’s business model;
• Category 15 - Investments: excluded because it is not applicable to the Sesa Group’s business model.
65.8%
0.1%
2.7%
31.4%
Scope 1 and Scope 2 CO
2
e emissions
(location-based) by source as of April
30, 2026
Electricity, location-based
Natural gas
Generators
Fuel
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Scope 3 CO
2
e emissions by
category as of April 30, 2026
1.08%
0.32%
98.17%
0.43%
Category 1
Category 2
Category 3
Category 7
4.3. Social information
ESRS S1 - Own workforce
ESRS 2 SBM-2: INTERESTS AND VIEWS OF STAKEHOLDERS
The Sesa Group regards its stakeholders as a broad group of internal and external parties, each with distinct interests and
perspectives. Among them, human resources play a fundamental role, as they are a key factor in achieving business targets and
shaping strategic decisions.
The active involvement of people in the business strategy is essential to achieving the Group’s sustainable-development targets.
The Group promotes an open and transparent working environment through structured engagement initiatives that encourage
continuous dialogue and direct participation in business projects. Further details are provided in the “General information” chapter,
under “ESRS 2 SBM-2 - Interests and views of stakeholders”.
The Sesa Group is strongly committed to ensuring a fair and inclusive working environment. The Group Code of Ethics ensures that
all activities are conducted in compliance with the law, within a framework of fair competition and with due regard for customers’
Scope 3
The Scope 3 calculation covers greenhouse gas emissions that are not under the Group’s direct control but are indirectly associated
with Sesa’s value chain, particularly activities upstream of the Group’s operations. The Scope 3 information is subject to greater
inherent limitations than the Scope 1 and Scope 2 information because of the limited availability and relative accuracy of the
quantitative and qualitative value-chain information used to determine Scope 3 emissions.
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Thematic
ESRS
Material matter
(sub-topic)
Sub-level
(sub-sub-
topic)
IRO type Description of the impact, risk or opportunity
Social – ESRS S1 – Own workforce
ESRS S1 -
Own workforce
Working
conditions
Occupational
health and
safety
Potential
negative impact
Operating and digital activities, mobility and work-related stress
may have potential impacts on the physical and mental health of the
Group’s own workforce.
Working
conditions
Secure
employment
Current positive
impact
Secure employment, continuity of contracts and established career
paths support job security, engagement and the development of
internal skills.
Social dialogue N/A
Current positive
impact
Social dialogue and people engagement support change
management, organizational integration and the workplace climate.
Social dialogue
Freedom of
association
Potential
negative impact
Weak safeguards for freedom of association may have adverse
effects on workers and give rise to organizational tensions and
reputational risks.
Equal treatment
and opportunities
for all
Diversity and
inclusion
Potential positive
impact
An inclusive culture and recognition of diversity may improve access
to talent, engagement, innovation and reputation.
Equal treatment
and opportunities
for all
Gender
equality
Potential
negative impact
Gender imbalances in technology and management roles may limit
equal opportunities, professional development and inclusion.
Equal treatment
and opportunities
for all
Inclusion of
persons with
disabilities
Potential
negative impact
Organizational, physical or digital barriers may limit the full inclusion,
accessibility and equal opportunities of persons with disabilities.
Other work-
related rights
Harassment
and violence at
work
Potential
negative impact
Harassment, violence or disrespectful behaviour may impair well-
being, psychological safety and the workplace climate.
Training
and skills
development
N/A
Potential positive
impact
Continuous training in digital, cyber, cloud, AI and software skills
supports employability, service quality and innovation.
needs and the legitimate interests of employees, shareholders, partners and the communities in which Group companies operate.
The Group also offers a broad range of welfare initiatives aimed at well-being and work-life balance, updated each year to respond
to people’s actual needs.
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY
AND BUSINESS MODEL
The Group has identified a number of actual and potential positive and negative impacts, as well as possible risks and opportunities,
relating to its own workforce.
Impacts
Sesa’s strategic approach and business model focus closely on impacts relating to employees’ physical and mental well-
being. Initiatives designed to improve work-life balance, together with corporate welfare schemes, demonstrate the Group’s
continuing commitment to creating a stimulating, healthy and motivating working environment. Investment in continuous training is
another key element of the human-resources development strategy. Employees’ access to refresher courses and technical skills-
development programmes enables the Group to respond effectively to business requirements. Given the nature of the business,
potential negative impacts may arise. The Group manages and prevents them through specific policies and dedicated mitigation
measures.
Material impacts, risks and opportunities relating to own workforce
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Risks and opportunities
The Sesa Group’s growth is closely linked to the skills of its people. Investment in training not only enhances employees’ capabilities,
but also strengthens the Group’s competitive position in the sector, creating a virtuous cycle of growth and innovation. Increasing
competition in the IT-services sector creates an economic risk associated with the need to raise salaries in order to attract and
retain talent. In this respect, the ability to offer a comprehensive corporate welfare plan and a working environment founded on
diversity, inclusion and well-being represents an opportunity for the Group and helps mitigate that risk. The low proportion of
women in the sector may result in less diversity within the organisation and a wider gender pay gap. To address this, the Group
invests in partnerships with universities and in specific inclusion projects, and monitors its internal gender pay gap annually. All
Sesa workers, including other collaborators, are covered by the disclosures under ESRS 2. In particular, the workforce in Italy and
abroad comprises employees, self-employed workers and trainees. The workforce is defined as all people who have a working or
collaborative relationship with Group companies.
The impacts, risks and opportunities described above apply in all countries in which Sesa operates and to all categories of workers.
Thematic
ESRS
Material matter
(sub-topic)
Sub-level
(sub-sub-
topic)
IRO type Description of the impact, risk or opportunity
Social – ESRS S1 – Own workforce
ESRS S1 -
Own workforce
Working
conditions
Talent
attraction and
retention
Economic risk
Competition for digital, cloud, cyber, AI and software skills may make it
more difcult to attract and retain talent and ensure project continuity.
Working
conditions
Corporate
welfare
Economic and
reputational
opportunity
Welfare, well-being and work-life balance policies may improve
engagement, retention and organizational attractiveness.
Working
conditions
Working time
Social and
organizational
risk
Flexibility, on-call duties, workloads and project activities may affect work-
life balance, stress levels and the quality of work.
Working
conditions
Adequate
wages
Economic risk
Competitive pressure in the IT market may increase labour costs and
make it more difcult to retain qualied professionals.
Social dialogue
Collective
bargaining
Regulatory
and
reputational
risk
Inadequate management of collective agreements and industrial relations
may give rise to compliance risks, disputes and social tensions.
Equal
treatment and
opportunities
for all
Gender pay
gap
Economic risk
Pay gaps may give rise to compliance risks, disputes, loss of trust and
reduced attractiveness to talent.
Other work-
related rights
Employee
privacy
Regulatory
and
reputational
risk
Digitalised HR processes, internal systems and monitoring tools entail
risks of improper processing of personal data.
Training
and skills
development
Reskilling
in AI and
automation
Economic
and social
opportunity
Reskilling and upskilling in AI and automation may improve productivity,
role adaptability and competitiveness.
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Sesa has not identified any material widespread or systemic
negative impacts, as the Group operates mainly in Europe, where
the risk of child or forced labour is extremely limited and the working
environment and conditions are regulated by applicable local
legislation. In addition, the rights of groups at risk are protected
by the Code of Ethics and the Social Responsibility Policy, which
govern equal-opportunity matters. No material negative impacts
associated with individual incidents were identified.
S1-1: POLICIES RELATED TO OWN WORKFORCE
In a competitive environment characterised by the continuous
and profound transformation of business models, an increasingly
dynamic national and international context and exponential
technological change, Sesa recognises that developing people’s
skills is indispensable to meeting market challenges successfully.
By developing professional expertise, promoting talent and
aligning people’s skills with the evolution of organizational roles,
the Group can transform itself and maintain and strengthen its
competitiveness. This integrated and strategic approach to people
management is regarded as a fundamental pillar of Sesa’s long-
term success. The Group pays the utmost attention to creating
a stimulating and safe working environment that fosters the well-
being of its people.
In line with the principles of the UN Global Compact, the United
Nations Guiding Principles on Business and Human Rights, the
Universal Declaration of Human Rights, the International Labour
Organization (ILO) Declaration on Fundamental Principles
and Rights at Work and the OECD Guidelines for Multinational
Enterprises, the Sesa Group is committed to respecting
fundamental human rights and workers’ rights in all countries in
which it operates, both in conducting its own activities and in its
relations with third parties. It condemns all forms of forced labour
and child labour and promotes respect for labour rights. Compliance
with these principles is supported by the Code of Ethics, the
Organisation, Management and Control Model pursuant to Italian
Legislative Decree No. 231/2001, the whistleblowing system, and
internal-control and supplier-management processes, which help
monitor compliance with the principles adopted and manage any
violations.
The following policies and measures have been implemented to
address material impacts on the Group’s own workforce, taking
account of the related risks and opportunities. Their implementation
is the responsibility of the Chief Executive Officer, supported by the
Chief Sustainability Officer and the relevant corporate functions:
• Environmental Policy;
• Whistleblowing Policy;
• Code of Ethics;
• SA8000 and UNI/PdR 125 certifications;
• Gender Equality Policy;
• Health and Safety Policy;
• Human Rights Protection Policy;
• Social Responsibility Policy; and
• Training and continuous-learning plan.
The Environmental Policy expressly sets out Sesa’s
commitment to promoting respect for workers’ rights and
ensuring decent, respectful and safe working conditions. Sesa
also adopts a proactive approach to stakeholder engagement,
beginning with its own workers, in order to identify and address
potential human-rights impacts. It is committed to monitoring
actual and potential negative impacts and, where any arise,
the corrective measures adopted to prevent and/or remedy
them.
The Group’s whistleblowing system allows reports to be
made concerning matters covered by the Group Code of
Ethics, including human rights. It therefore provides a secure
and confidential channel through which possible violations or
concerns regarding the protection of the fundamental rights
of the Group’s own workforce may be raised. The Group’s
HR strategy reflects its rapid business growth and its aim of
further consolidating Sesa’s leadership in the IT market. In
line with the Code of Ethics and the Sustainability Policy, the
Gender Equality Policy was formalised and approved in 2024,
reinforcing the importance Sesa places on an impartial, fair
and inclusive working environment.
The Code of Ethics places great importance on human
resources, regarding them as a primary asset for achieving
business targets. It promotes consistently high internal
professional standards, full and continuing compliance with
the legislation in force in the countries in which the Group
operates, and the conduct of activities in accordance with
principles of consistency, transparency and control. Through
its SA8000 and UNI/PdR 125 certifications, Sesa aims to
ensure working conditions that meet the highest international
standards. The principles underlying the two certifications
guide Group practices by promoting respect for human rights,
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equal opportunities, diversity and inclusion, and the prevention
of all forms of discrimination and harassment. These principles
are implemented through corporate processes and procedures
governing human resources management, recruitment,
training, professional development and reporting systems,
designed to prevent, identify and address discriminatory
conduct and to promote an inclusive working environment.
The Group-wide Gender Equality Policy is intended to ensure
equal opportunities and equal treatment for all employees,
irrespective of gender, and to promote an inclusive and
respectful working environment. This translates into practical
measures to combat stereotypes, close pay gaps, encourage
women’s participation in leadership positions and prevent
abuse and harassment.
The Group Social Responsibility Policy defines Sesa’s
commitment to the community, the environment and its
stakeholders, going beyond mere regulatory compliance. It
sets out the values, strategies and ethical conduct that the
company intends to adopt in order to contribute to a more
sustainable society and strengthen its reputation.
Lastly, the Human Rights Protection Policy sets out the
Group’s principles and commitments to promoting respect for
fundamental human rights in its own activities and throughout
the value chain. The Policy is designed to prevent and mitigate
potential adverse human-rights impacts by promoting respect
for human dignity, equal opportunities, non-discrimination,
occupational health and safety, freedom of association, and
the prohibition of forced and child labour, consistently with
applicable legislation and the principal international standards.
S1-2: PROCESSES FOR ENGAGING WITH OWN
WORKFORCE AND WORKERS’ REPRESENTATIVES
ABOUT IMPACTS
People engagement is a pillar of the Sesa Group’s strategy,
which seeks to promote a collaborative and stimulating working
environment through numerous engagement initiatives.
Particularly important examples include company kick-offs,
training and team-building events, and periodic meetings of
teams and specialist areas. These opportunities for dialogue
align people around common targets, strategies and future
plans. They encourage active participation and the sharing
of ideas, strengthen the sense of belonging and recognise
employees’ direct contribution, as their perspectives influence
Group decisions and activities.
Engagement activities are conducted with respect for human
rights, as enshrined in the Code of Ethics and corporate
policies, and with a commitment to ensuring fair and safe
working conditions. Sesa’s Human Resources function has
primary responsibility for engagement with employees. Sesa’s
management periodically holds meetings with employees to
provide updates and coordinate business activities, promote
a culture of continuous improvement and strengthen people’s
sense of belonging and motivation. Feedback and suggestions
are collected after each meeting to assess participants’
experience and improve the effectiveness of engagement.
The Group also promotes continuous dialogue with workers
and, where present, their representatives through the relevant
corporate functions and the channels established by the
organisation. Workers may also report needs, concerns or
non-compliant conduct through dedicated corporate channels,
including the whistleblowing procedure, which protects the
confidentiality of the reporting person and safeguards against
retaliation. Reports are handled by the relevant functions in
accordance with corporate procedures. For a description of the
whistleblowing system, see G1-1.
S1-3: PROCESSES TO REMEDIATE NEGATIVE
IMPACTS AND CHANNELS FOR OWN WORKERS TO
RAISE CONCERNS
Sesa’s operations are founded on the principles of legality,
loyalty, honesty, integrity, fairness, transparency and efficiency.
The Group adopts internal policies and operating processes
designed to prevent negative impacts on the well-being
and safety of its workers. Sesa Group personnel and those
working on the company’s behalf are encouraged to report
any concern or grievance relating to harassment, suspected
unlawful conduct or other issues, either directly to their
manager or through the Group’s independent whistleblowing
mechanism. The mechanism establishes the rules and
communication channels for reporting, on a confidential basis,
any violation, well-founded suspicion of a violation or conduct
that does not comply with the Code of Ethics, internal policies
and procedures - including the Model pursuant to Legislative
Decree No. 231/2001 - or applicable laws and regulations.
Reports may be submitted through written or oral channels
made available to personnel. To facilitate access to the
system, the reporting procedure is available directly on the
Group’s website. In addition to the digital channel, a dedicated
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telephone service is available and calls are not recorded. The
Group applies a strict policy to protect reporting persons. It
also ensures that employees are aware of the available tools
and how to access them through training during onboarding
and periodic corporate communications.
To manage adverse effects on people’s health and safety,
including work-related stress, the Group has included a
psychological-support programme in its Welfare Plan and
carries out an annual assessment of work-related stress in
accordance with national legislation.
With regard to equal treatment, recruitment and selection are
conducted through a transparent process designed to ensure
the proper assessment of professional and behavioural skills.
The Group also continuously monitors its internal gender
pay gap through periodic analyses and reports. The Group’s
principal companies have already obtained UNI/PdR 125
gender-equality certification, confirming their commitment to
reducing gender inequalities in business processes.
S1-4: TAKING ACTION ON MATERIAL IMPACTS
ON OWN WORKFORCE, AND APPROACHES TO
MANAGING MATERIAL RISKS AND PURSUING
MATERIAL OPPORTUNITIES RELATED TO OWN
WORKFORCE, AND EFFECTIVENESS OF THOSE
ACTIONS
The Sesa Group has defined and implemented measures
to prevent, mitigate and, where necessary, remedy potential
negative impacts on its people, while enhancing positive
impacts and managing the related risks. Several corporate
functions are involved in managing these matters, with a central
role played by Human Resources, which coordinates with the
other relevant functions to monitor and continuously improve
the working environment, promote training, development and
talent enhancement, and protect workers’ rights. The Group’s
principal actions are described below.
Health and safety
Protecting employees’ health and well-being is central to
the Group’s commitment, which is aimed at ensuring safe
and healthy workplaces and maintaining high standards of
organizational well-being. Sesa ensures working conditions
that respect human dignity and operates in full compliance
with applicable occupational health and safety legislation, with
particular reference to Italian Legislative Decree No. 81/2008.
For this purpose, the Group has adopted a structured
framework designed to achieve continuous improvement
in safety conditions, reduce occupational risks and promote
workers’ health in accordance with the international ISO 45001
standard. This approach has enabled Group companies
progressively to improve their health and safety performance.
At the reporting date, in addition to Sesa S.p.A., Var Group
S.p.A., ICT Logistica S.r.l. and BDS S.p.A. had obtained ISO
45001 certification following audits by independent third-party
bodies. Verification and control activities are carried out in
accordance with international auditing principles. In particular,
audits to maintain and improve occupational health and safety
management systems are performed by qualified internal
personnel in accordance with the ISO 19011 guidelines.
This ensures a structured and target assessment process
and supports the continuous improvement of organizational
performance.
Employee welfare and well-being
The Sesa Group is continuously developing practical initiatives
to support its people’s well-being through a broad-based Welfare
Plan focused on distributing the value generated. Consistently
with Sesa’s purpose, mission, principles and core values, the
programme offers a wide range of services and measures
designed to improve quality of life, support a better balance
between professional and personal life, and promote people’s
well-being.
• People’s well-being and work-life balance: initiatives
promoting sport and personal well-being, including a
dedicated digital well-being platform; contributions towards
sporting activities; psychological and nutritional support
services; health packages reimbursing medical expenses;
flexible benefits supporting household expenditure,
culture, leisure and well-being; and corporate microcredit
programmes providing access to subsidised financing.
• Parenthood, inclusion and diversity: support measures
for different stages of family life, including a birth grant,
babysitting services, nursery-school contributions, support
for attendance at summer camps, and scholarships for
purchasing school books and IT equipment. Inclusion
and diversity initiatives also include financial support for
healthcare and social assistance for family members with
disabilities.
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• Environmental sustainability: contributions supporting
sustainable mobility, particularly the use of public and electric
transport, as well as E-Car and Bike Sharing programmes
designed to reduce the consumption of natural resources
and encourage environmentally responsible behaviour.
• Education: contributions for purchasing IT equipment;
scholarships for degree courses and university master’s
programmes; support for textbooks and training
programmes, including international Erasmus programmes.
The initiatives and services are accessible through an advanced
technology platform that also includes a virtual assistant providing
support to users. The Welfare Plan is additionally supported
by Fondazione Sesa, a non-profit organisation established
in 2014 by Sesa’s founding shareholders to promote social-
solidarity and philanthropic activities in the areas in which Group
companies operate. Its initiatives include the management of
the Sesa Baby company nursery at the Empoli Technology Hub,
which accommodates more than 50 children.
Training and skills development
Training plays a key role in the Group’s success. In a
continuously evolving market characterised by rapid innovation
and increasingly advanced technologies, investing in the
development of employees’ skills is essential to maintaining
competitiveness, improving efficiency and adapting to
change. Through training, the Group’s people can acquire
new technical expertise and develop transferable skills such
as leadership, collaboration and interpersonal effectiveness,
which are fundamental to creating an effective and dynamic
working environment. This is particularly important in a digital-
transformation context, in which all people must be prepared
to implement innovative solutions, optimise processes and
make full use of the opportunities offered by new technologies.
Continuous training also helps create a corporate culture geared
towards innovation, flexibility and lifelong learning. These are
fundamental factors in meeting the challenges of a highly
competitive and rapidly changing market.
The training programmes also include a significant component
managed by the Parent Company’s training office on specific
topics such as personal-data protection under the General Data
Protection Regulation (GDPR), Cyber Security and Occupational
Health and Safety. Courses are also available through digital
e-learning platforms, enabling the Group to involve an increasing
number of people. Training plans have been developed in
accordance with UNI/PdR 125:2022, ensuring fair and equal
participation in all training pathways so that people’s potential
can be fully realised.
Gender equality
Gender Equality certification under UNI/PdR 125:2022 entails
assessing the effectiveness of measures adopted by the
organisation to promote an inclusive working environment that
respects diversity and is geared towards achieving full gender
equality. This target has already been achieved by Sesa S.p.A.,
Computer Gross S.p.A., Base Digitale Group S.p.A. and 130
Servicing S.r.l., with a plan to extend certification progressively
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to other major Group companies. The initiatives implemented are monitored through specific key performance indicators (KPIs)
covering culture and strategy, governance, HR processes, equal opportunities for growth and inclusion within the company, pay
equity, support for parenthood and work-life balance. Promoting gender equality is also one of the United Nations’ 17 Sustainable
Development Goals (SDG 5) and one of the cross-cutting targets of Italy’s National Recovery and Resilience Plan (NRRP).
Among the measures described, the new 2025–2026 Welfare Plan is the most significant initiative, to which the Group has allocated
approximately Euro 3.5 million for the benefit of its people, confirming its commitment to promoting the wellbeing, protection and
development of its workforce.
S1-5: TARGETS RELATED TO MANAGING MATERIAL NEGATIVE IMPACTS, ADVANCING POSITIVE IMPACTS,
AND MANAGING MATERIAL RISKS AND OPPORTUNITIES
2027-2028 Targets
Area ESRS KPI UoM
Baseline*
as of
04/30/2026
Target Actions SDGs
Social
S1-6:
Characteristics of
the undertaking’s
employees
Percentage
of human
resources on
permanent
contracts
% of human
resources
97%
2027/2028: >97%
(threshold)
Internal hiring;
recruitment and
retention targets
SDG 8
S1-6:
Characteristics of
the undertaking’s
employees
Women as a
percentage of
total human
resources
Women/
total human
resources
32%
2027/2028: >30%
(threshold)
Appointment of a
Diversity Manager;
recruitment target
SDGs 5
and 10
S1-6:
Characteristics of
the undertaking’s
employees
Incoming
employee
turnover
Hires/total
human
resources
11%
2027/2028: >5%
(threshold)
Hiring policies;
onboarding, training
and support
SDGs 5
and 10
S1-6:
Characteristics of
the undertaking’s
employees
Outgoing
employee
turnover
Departures/
total human
resources
6%
2027/2028: <12%
(threshold)
Training and
development plans
SDGs 5
and 10
(*) All the 2026 targets set out in the 2026–2027 Sustainability Plan have been achieved: the threshold of women in the total workforce was “over 30%”, the threshold of Incoming employee
turnover was “over 5%”, and the threshold of Outgoing employee turnover was “under 12%”.
The targets relating to the management of material negative impacts, the enhancement of positive impacts and the management
of material risks and opportunities have been incorporated into the Sesa Group’s 2027-2028 Sustainability Plan. As noted in
the preceding sustainability section, the Plan is the strategic tool through which the Group defines its ESG priorities, identifying
measurable targets and practical initiatives designed to create sustainable value over the long term. The targets are consistent
with the Group’s sustainability policies and commitments and were defined taking account of the results of the double materiality
assessment and dialogue with key stakeholders.
Monitoring these targets through specific KPIs makes it possible to assess the effectiveness of the measures undertaken, ensure
transparency towards stakeholders and support informed development of corporate strategies. At the reporting date, the KPIs
were progressing consistently with the pathway towards achievement of the targets defined in the 2027-2028 Sustainability Plan.
The targets cover dimensions that are fundamental to the organisation’s sustainable development, including employment growth -
particularly the increase in the number of people on permanent contracts - gender balance, the ability to attract new talent through
incoming employee turnover, and the retention and internal development of people through outgoing employee turnover. These
targets are supported by practical measures, including strengthening internal-hiring policies, setting gender-diversity recruitment
targets, and implementing onboarding, training and development plans. The measures form part of the Group’s commitments to the
United Nations Sustainable Development Goals, particularly SDG 5 (Gender equality), SDG 8 (Decent work and economic growth)
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and SDG 10 (Reduced inequalities).
Through periodic monitoring of these indicators, Sesa seeks not only to ensure transparency towards stakeholders, but also to
equip itself with an analytical and steering tool for the development of its HR strategies. This approach makes it possible to identify
possible critical issues promptly, assess the effectiveness of the policies implemented and reinforce the social dimension as a
strategic lever for the Group’s competitiveness and resilience.
S1-6: CHARACTERISTICS OF THE UNDERTAKING’S EMPLOYEES
As of April 30, 2026, the number of people in the Group reached 6,770, including employees and trainees of companies within the consolidation
scope. This represented an increase of 238 people, or 3.6% year on year, and confirmed the long-term growth and development trend that
has characterised the Sesa Group since its establishment. The Group promotes the development of its people through professional-growth
and long-term retention pathways, including training, career paths, work-life balance initiatives and corporate welfare. It pursues a policy
of hiring people on permanent contracts: as of April 30, 2026, these represented 97% of the total workforce. Targeted hiring plans focus
primarily on young secondary-school and university graduates.
During the year ended April 30, 2026, outgoing employee turnover - measured as the number of voluntary resignations during the financial
year divided by the workforce as of 04/30/2026 - was approximately 6.7%, corresponding to 446 people. This figure is particularly favourable
compared with averages in the sectors in which the Group operates, which are structurally affected by skills shortages and human-resource
mobility well above the national average. It demonstrates the effectiveness and quality of the Group’s people-management and retention
processes. Average length of service within the Group was 7.8 years.
Human capital composition
04/30/2026 04/30/2025
Total human resources 6,694 6,449
Men 4,543 4,376
Women 2,151 2,073
Total hires 773 815
Total departures 446 464
Incoming employee turnover 11.5% 12.7%
Outgoing employee turnover 6.7% 7.2%
Professional category and gender
04/30/2026 04/30/2025
Executives 90 85
Middle management 637 590
Office staff* 5,812 5,604
Blue-collar employees 155 170
Total 6,694 6,449
(*) Including apprentices
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Employment contract and gender*
Men Women
04/30/2026 04/30/2025 04/30/2026 04/30/2025
Permanent full-time contracts 4,309 4,177 1,692 1,648
Permanent part-time contracts 113 108 409 389
Temporary full-time contracts 100 81 36 23
Temporary part-time contracts 21 10 14 13
Total 4,543 4,376 2,151 2,073
(*) As of the reporting date, the Group does not employ staff on contracts with non-guaranteed hours.
.
Employment contract and geographical
area
Asia Americas Europe Of which Italy
04/30/2026 04/30/2025 04/30/2026 04/30/2025 04/30/2026 04/30/2025 04/30/2026 04/30/2025
Permanent full-time contracts 0 0 57 56 5,944 5,780 5,473 5,324
Permanent part-time contracts 0 0 0 0 522 486 463 467
Temporary full-time contracts 13 13 0 0 123 91 116 91
Temporary part-time contracts 0 0 0 0 123 23 32 23
Total 13 13 57 56 6,624 6,380 6,084 5,905
S1-7: CHARACTERISTICS OF NON-EMPLOYEE WORKERS IN THE UNDERTAKING’S OWN WORKFORCE
During the year, the use of external contractors remained very limited, with only 176 individuals engaged compared with a total workforce of
approximately 6,700 employees. This reflects our strategy of maintaining employment stability and prioritising stable, long-term employment
relationships.
Non-employee workers
04/30/2026 04/30/2025
Agency workers 3 5
Other collaborators 97 117
Trainees 76 83
Total 176 205
S1-9: DIVERSITY METRICS
As of April 30, 2026, women represented 32% of the Group’s total workforce, with a balanced distribution across the different age
groups. This percentage remains relatively low, reflecting the characteristics of the industry in which the Group operates, which
is historically characterised by technical and scientific roles where the availability of female professionals continues to be limited.
Women in management positions, including executives and middle managers, accounted for 2.2% of the total workforce (145
women).
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04/30/2026 04/30/2025
Total Human resources
6,694 6,449
Age Number % Number %
<30 years 1,353 20% 1,387 22%
30-50 years 3,220 48% 3,131 48%
>50 years 2,121 32% 1,931 30%
S1-10: ADEQUATE WAGES
The Group ensures remuneration levels consistent with the applicable National Collective Labour Agreements, which cover all
employees within the Italian reporting scope, and with the legislation in force. This approach ensures fair and sustainable economic
conditions for all Group people. Remuneration policies are defined on the basis of market analyses and benchmarking, with
particular attention to promoting pay equity and progressively reducing the gender pay gap.
S1-11: SOCIAL PROTECTION
The Group provides employees with a broad social-protection system that supplements the statutory pension and insurance
protections with specific corporate-welfare programmes focused on people’s health, safety and well-being. Available initiatives
include reimbursement of healthcare expenses, family-support measures and psychological-support services. These tools, already
accessible to all employees in Italy, are being progressively extended to the main countries in which the Group operates. Sesa
also confirms its commitment to making these measures available to all categories of worker, fostering an inclusive professional
environment attentive to individual needs.
Group employees benefit from the statutory social-protection systems in their respective countries of operation and, where applicable,
from supplementary company benefits covering sickness, unemployment, occupational accidents and acquired disability, parental
leave and retirement.
S1-12: PERSONS WITH DISABILITIES
Diversity, equity and inclusion (DEI) are fundamental principles for the Group, which each year promotes investments in training
programmes and initiatives dedicated to these matters. Principal activities include creating a DEI Community to support the
dissemination of good practices throughout the organisation. DEI was also included in the webinar programme for Sesa’s people
in order to raise awareness and reinforce understanding of inclusion principles. The Group actively supports the recruitment and
integration of persons with disabilities at its sites, promoting an inclusive and accessible working environment.
To facilitate the employment of people in protected categories, the Group has established multi-year recruitment and onboarding
programmes developed in cooperation with the relevant public bodies responsible for targeted placement. As of April 30, 2026, 215
Group employees belonged to protected categories, representing 3.21% of the total workforce.
S1-13: TRAINING AND SKILLS DEVELOPMENT METRICS
Training is fundamental to developing people and is also a strategic tool for aligning the Group’s professional skills with market developments,
business needs and applicable legislation. During the year ended April 30, 2026, the Group further strengthened its commitment to its people
by launching increasingly extensive training pathways. A total of 124,335 training hours was delivered, including 4,423 hours delivered to
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non-employee workers, an increase of 6% compared with the previous year. Training focused on several key areas: Cyber Security; ESG
- environmental, social and governance matters - which is essential to adopting sustainable and responsible practices; soft skills, including
leadership, business-partnering and interpersonal skills; and digital technologies, to support the adoption of innovation in the digital sector.
Total training hours by gender, divided by the total number of employees of each gender as of April 30, 2026, amounted to 19 hours overall:
18 hours for men and 20 hours for women.
Training
Number of people trained 04/30/2026 04/30/2025
Mandatory and compliance training 5,764 6,335
Basic and transferable-skills training 1,918 2,109
Technical training 1,971 4,291
Training hours
Total 124,335* 117,227*
Mandatory and compliance training 28,964 26,875
Basic and transferable-skills training 45,810 36,400
Technical training 49,561 53,952
* The figure includes the training hours provided to non-employees, totalling 4,423 as of April 30, 2026 and 3,677 as of April 30, 2025.
S1-14: HEALTH AND SAFETY METRICS
Protecting people’s well-being, health and safety is a central priority for the Sesa Group. These matters are overseen by a team of specialist
roles, including the HR Team, Prevention and Protection Service Managers, Occupational Physicians, Workers’ Safety Representatives
and Emergency Officers. The team is responsible for ensuring safe workplaces compliant with applicable legislation, defining guidelines,
coordinating monitoring and, where necessary, activating programmes to improve safety conditions. All employees within the Italian reporting
scope are covered by mandatory insurance against accidents at work and occupational diseases provided by INAIL, Italy’s National Institute
for Insurance against Accidents at Work. Employees of foreign companies are covered by the mandatory arrangements applicable in their
respective countries.
During FY 2026, 35 accidents were recorded, compared with 37 as of 04/30/2025. Almost all occurred while commuting to or from work and
were minor. The work-related accident rate was 3.10, compared with 3.38 as of 04/30/2025, calculated as the number of accidents divided
by hours worked and multiplied by 1,000,000. No work-related fatalities or occupational diseases were recorded during the reporting period.
S1-15: WORK-LIFE BALANCE METRICS
Sesa actively supports its people through parenthood, ensuring full access to statutory leave and providing dedicated welfare services and
initiatives. As of April 30, 2026, 320 Group employees had taken parental leave. Of these, 155 were men, representing 3.4% of all male
employees, and 165 were women, representing 7.7% of all female employees.
S1-16: COMPENSATION METRICS (PAY GAP AND TOTAL COMPENSATION)
The gender pay gap, measured as the percentage difference between the average gross hourly pay of men and women, was 12% within the
Italian reporting scope (compared with 13% as of 04/30/2025), and 15% within the extended reporting scope including foreign companies
(compared with 16% as of 04/30/2025).
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32. The figure does not include the variable component based on financial instruments. Including this component it is equal to 48.7 (vs 53.1 on April 30, 2025).
The annual total compensation ratio was 11.4332, compared with 12.82 as of 04/30/2025. It is calculated as the ratio between the annual total
compensation of the highest-paid individual and the median annual total compensation of employees, excluding the highest-paid individual.
S1-17: INCIDENTS, COMPLAINTS AND SEVERE HUMAN-RIGHTS IMPACTS
No incidents, reports or violations relating to human rights arose during the reporting period. The Group continues to oversee these
matters through continuous monitoring, audits, anonymous reporting channels and initiatives designed to raise awareness among
its people. To support this commitment, the Group has adopted a Human Rights Protection Policy designed to promote respect for
fundamental human rights and prevent and mitigate potential adverse impacts on people in its own activities and throughout the
value chain.
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Thematic ESRS
Material matter
(sub-topic)
Sub-level (sub-
sub-topic)
IRO type Description of the impact, risk or opportunity
Social - ESRS S2 - Workers in the value chain
ESRS S2 - ESRS
S2 - Workers in
the value chain
Working conditions N/A
Potential
negative impact
External workers, suppliers, consultants, partners,
subcontractors and logistics operators may be exposed to
inadequate working conditions.
Working conditions
Health and safety
in the value chain
Potential
negative impact
Installation, logistics, hardware production, maintenance
and services performed at customer premises may expose
value-chain workers to occupational health and safety risks.
Working conditions
Working
conditions at
suppliers
Economic and
reputational risk
Inadequate social standards at suppliers and partners may
cause disruption, disputes, loss of trust and reputational
damage.
Working conditions
Global
technology
supply chain
Economic, social
and geopolitical
risk
Global ICT supply chains are exposed to risks relating to
geopolitics, human rights, component availability, critical
raw materials and working conditions.
Other work-related
rights
Human rights in
the supply chain
Potential
negative impact
Global electronics, hardware-assembly, component and
logistics supply chains may present risks of human-rights
violations.
Other work-related
rights
Critical minerals
and conict
minerals
Potential
negative impact
Hardware, batteries, storage systems and electronic
components may incorporate critical raw materials or
conict minerals associated with social and environmental
impacts.
Other work-related
rights
Child labour
Potential
negative impact
Global supply chains for hardware, electronic components
and raw materials may present a risk of child labour.
Other work-related
rights
Forced labour
Potential
negative impact
Global technology supply chains, hardware production,
logistics and component manufacturing may present a risk
of forced labour.
Sesa’s strategic approach and business model pay particular attention to working conditions, respect for workers’ rights throughout
the value chain and the management of potential impacts and risks. The Group integrates social responsibility into its commercial
practices and develops strong relationships with direct suppliers. These matters influence the company’s strategic direction on the
basis of feedback obtained through interactions with business partners. For the purpose of analysing material impacts and risks
relating to workers in the value chain, the suppliers considered are providers of IT services; strategic collaborators involved by the
Group in delivering its IT services; suppliers of hardware and IT services, including licensees; and suppliers of property and utilities.
Insufficient oversight of suppliers’ practices affecting their workforce could give rise to negative impacts involving child labour and/
or forced labour. These could be widespread phenomena or relate to individual incidents or specific business relationships in the
ESRS S2 - Workers in the value chain
ESRS 2 SBM-2: INTERESTS AND VIEWS OF STAKEHOLDERS
The Sesa Group recognises that its stakeholders comprise a broad range of internal and external parties, each with specific interests
and perspectives. Particular attention is paid to workers in the value chain, who are important to the achievement of the Group’s
business and sustainability targets. The Group is therefore committed to increasingly close monitoring of the supply chain and to
ensuring that workers’ views and concerns are heard through continuous dialogue with suppliers. This open and constructive dialogue
enables the Group to understand and respond to their needs and continuously improve working conditions for workers throughout the
value chain.
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY
AND BUSINESS MODEL
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countries in which the Group operates. At the reporting date, the
Group had not identified specific geographical areas in its value
chain characterised by a significant risk of child labour or forced
or compulsory labour.
To address these matters, Sesa has adopted tools designed
to ensure respect for human rights throughout the value chain.
These include a Whistleblowing Policy; a Human Rights
Protection Policy; suppliers’ acceptance of the Code of Ethics
and Group policies; and supplier assessments based on specific
social and environmental criteria, thereby directing the Group’s
strategy towards greater social responsibility.
S2-1: POLICIES RELATED TO VALUE-CHAIN
WORKERS
To manage impacts, risks and opportunities relating to workers
throughout its value chain, the Sesa Group adopts targeted
policies reflecting its firm commitment to protecting human rights
and complying with international standards. These policies apply
to all workers in the value chain and guide relationships with
suppliers and business partners.
The principles are clearly expressed in Sesa’s Code of Ethics.
In the field of human rights, the Group draws on the highest
international standards, including the United Nations Universal
Declaration of Human Rights, the Charter of Fundamental Rights
of the European Union and the conventions of the International
Labour Organization (ILO). Ultimate responsibility for implementing
the policies lies with the Chief Executive Officer, supported by the
Chief Sustainability Officer and the relevant corporate functions.
The Code of Ethics is made available to employees, suppliers and
other stakeholders through the Group’s corporate website.
Sesa works to ensure respect for the human rights of all workers
and recognises the importance of protecting and promoting those
rights throughout the value chain, while requiring suppliers to do the
same. In particular, suppliers are required to comply with minimum
standards and principles of good conduct in the following areas:
• Business ethics and compliance: suppliers must operate
in accordance with the highest ethical standards and the
principles and values set out in Sesa’s Code of Ethics. They
must comply fully with applicable laws and act in accordance
with the principles of fair competition, anti-corruption, integrity
and transparency. They must also protect the privacy and
intellectual property of third parties and appropriately manage
minerals originating from conflict-affected areas;
• Health, safety and workers’ rights: Group suppliers must
treat all employees, external collaborators and their own
suppliers with respect, safeguarding human dignity, health,
safety and fundamental human rights. In particular, they
must protect children’s rights; prevent forced or compulsory
labour; promote diversity and inclusion; ensure freedom from
discrimination and harassment; provide fair working hours
and wages; protect occupational health and safety; and
respect freedom of association and collective bargaining;
• Environmental protection: suppliers are required to
minimise the environmental impact of their business
operations, with particular attention to environmental
compliance and performance in relation to material matters
such as energy consumption, water use, waste management
and biodiversity protection.
During the year ended April 30, 2026, acknowledgement
and acceptance of Sesa’s Code of Ethics were incorporated
into the qualification process for new suppliers. The Group
reserves the right to terminate a contractual relationship where
conduct is incompatible with the values and principles expressed
in the Code.
In addition, as stated in the Group Social Responsibility
Policy, Sesa rejects child labour, human trafficking and forced
labour. Together with the Code of Ethics, this policy confirms
the Group’s commitment to protecting human rights, promoting
diversity and inclusion, preventing all forms of discrimination,
ensuring employees’ physical and mental well-being and
supporting their professional growth. The Policy affirms respect
for the Universal Declaration of Human Rights, the United
Nations Guiding Principles on Business and Human Rights and
the conventions of the International Labour Organization.
Other aspects concerning respect for the human rights of value-
chain workers are addressed in the Sustainability Policy. No
cases of non-compliance with human rights involving
value-chain workers were reported during the reporting
year. Workers in the value chain may also access the Group’s
whistleblowing channels, which allow human-rights matters to
be reported and provide a secure and confidential channel for
raising possible violations or concerns regarding the protection
of fundamental rights.
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S2-2: PROCESSES FOR ENGAGING WITH VALUE-
CHAIN WORKERS ABOUT IMPACTS
At present, strategic suppliers are engaged through open and
direct dialogue with key contacts. This approach ensures that the
views and needs of strategic suppliers are heard, incorporated
directly into business decisions and addressed whenever
necessary, rather than at a predetermined frequency, thereby
promoting a collaborative and inclusive working environment.
The concerns and views of workers throughout the value chain
may be raised through the whistleblowing platform, considered
in the management of potential impacts and consequently
integrated into the Group’s strategy.
S2-3: PROCESSES TO REMEDIATE NEGATIVE
IMPACTS AND CHANNELS FOR VALUE-CHAIN
WORKERS TO RAISE CONCERNS
Although workers in the value chain are not directly involved
in structured dialogue activities, Sesa promotes maximum
openness in communication. Workers in the supply chain,
like all Group stakeholders, have access to channels through
which they may report concerns or possible violations,
including the whistleblowing system and reports made directly
to the Company.
During the year ended April 30, 2026, Sesa adopted measures
to prevent and mitigate negative impacts on workers in its
value chain, with particular attention to suppliers operating in
countries presenting a high risk in terms of labour rights.
The principal measures included:
• Including ethical clauses in supply contracts, requiring
adherence to the Group Code of Ethics and compliance
with fundamental international standards, including the
ILO conventions;
• Training and awareness programmes, for both internal
teams and strategic suppliers to promote a culture of
social responsibility throughout the value chain;
• Reporting and remediation mechanisms, accessible
to suppliers’ workers through dedicated whistleblowing
channels, enabling anonymous reports of possible labour-
rights violations;
• Monitoring ESG risks in critical countries. In order to
identify potential impacts on workers involved in indirect
production processes.
Through these initiatives, the Group seeks to reinforce its
commitment to responsible value-chain management, promote
decent working conditions and respect for fundamental
rights, consistently with ESG principles and the European
sustainability standards. For this purpose, the Group makes
reporting channels available to value-chain workers, including
those required by whistleblowing legislation and accessible to
external parties through the corporate website. The channels
are governed by procedures that protect the reporting person’s
identity and provide safeguards against any form of retaliation
against those who make reports in good faith.
During the year ended April 30, 2026, no issues or incidents
relating to human rights or working conditions in the upstream
or downstream value chain were reported through channels
available to all stakeholders. This included non compliance with
the United Nations Guiding Principles on Business and Human
Rights, the ILO Declaration on Fundamental Principles and Rights
at Work or the OECD Guidelines for Multinational Enterprises.
No remedial action was therefore required. As noted above, the
Group reserves the right to terminate contractual relationships
with third parties where conduct is incompatible with the values
and principles expressed in the Group Code of Ethics.
S2-4: TAKING ACTION ON MATERIAL IMPACTS ON
VALUE-CHAIN WORKERS, AND APPROACHES
TO MANAGING MATERIAL RISKS AND PURSUING
MATERIAL OPPORTUNITIES RELATED TO VALUE-
CHAIN WORKERS, AND EFFECTIVENESS OF THOSE
ACTIONS
Sesa incorporates national requirements into its operations by
making available a whistleblowing channel intended to support
the remediation of reports and impacts in this area. It is also
noted that, in the year ended April 30, 2026 and in prior years,
no human-rights incidents were reported in the upstream value
chain.
Suppliers are selected and purchasing conditions for goods and
services for Group companies are formulated on the basis of
legality, competition, objectivity, proper conduct, impartiality, fair
pricing and the quality of the good and/or service, with careful
assessment of service guarantees and the range of offers
available.
S2-5: TARGETS RELATED TO MANAGING MATERIAL
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NEGATIVE IMPACTS, ADVANCING POSITIVE
IMPACTS, AND MANAGING MATERIAL RISKS AND
OPPORTUNITIES
Sesa has not yet defined specific measurable targets for workers
in the value chain. However, the Group has launched a series
of initiatives to assess progressively the principal sustainability
impacts of its supply chain. These include a planned supplier
sustainability-risk assessment, which will focus on assigning
sustainability ratings to suppliers on the basis of risk mapping.
Although these plans are under development, measurable
operational targets have not yet been established. Sesa intends
progressively to integrate sustainability risks into supplier
assessments in order to improve supply-chain management and
minimise negative impacts. Progress will be measured through
the sustainability ratings assigned to suppliers. The baseline
period for measuring progress will be defined once the risk-
mapping and rating system is fully operational. The process is
expected to begin over the coming years, with the assessment
measures continuing to be implemented.
ESRS S4 - Consumers and end-users
ESRS 2 SBM-2: INTERESTS AND VIEWS OF
STAKEHOLDERS
IThe Sesa Group regards customer focus as a fundamental
value and seeks to build tailored pathways based on each
customer’s needs. By listening carefully to customers and
working collaboratively with them, the Company is committed
to achieving practical and satisfactory outcomes. The Group
recognises that active customer engagement is essential
not only to implementing its vision effectively, but also to the
sustainable, long-term development of its business.
Sesa also pays close attention to cybersecurity and human
rights in relation to consumers and end-users, particularly in
connection with services incorporating Artificial Intelligence
components. Cooperation with customers to protect their
infrastructure is therefore fundamental.
The Sesa Group’s strategy is influenced by customers’
interests and views. Maintaining an ongoing dialogue through
communication channels and dedicated events enables the
Group to adapt solutions to specific needs and anticipate
emerging market trends.
ESRS 2 SBM-3: MATERIAL IMPACTS, RISKS AND
OPPORTUNITIES AND THEIR INTERACTION WITH
STRATEGY AND BUSINESS MODEL
Sesa identified and assessed impacts, risks and opportunities
relating to consumers and end-users through the double
materiality assessment described under “ESRS 2 IRO-1” in the
“General information” chapter. Potential impacts on consumers
and end-users are closely linked to the Group’s strategy and
business model. The business model integrates data protection
and information security and is designed to ensure reliable,
effective and efficient services.
The need to ensure the confidentiality, integrity and availability of
data drives the Group to continuously enhance its cybersecurity
practices. This commitment is reflected in Sesa’s Code of
Ethics, which emphasises the importance of protecting data and
the Group’s information assets.
Specifically, to mitigate cybersecurity risks, Sesa has
implemented a comprehensive data-protection and
information-security framework. At the same time, the Group
is pursuing opportunities arising from growing demand for
sustainable IT solutions and cybersecurity services in order to
expand its offering and improve its market competitiveness. This
integrated approach enables Sesa to adapt continuously to the
needs of consumers and end-users, while ensuring compliance
with applicable legislation and respect for ethical principles.
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Material impacts, risks and opportunities relating to consumers and end-users
Thematic ESRS
Material matter
(sub-topic)
Sub-level (sub-sub-
topic)
IRO type Description of the impact, risk or opportunity
Social - ESRS S4 - Consumers and end-users
Social - ESRS
S4 - Consumers
and end-users
Information-related
impacts
Privacy of customers
and end-users
Potential
negative
impact
Data breaches, cyberattacks or inadequate controls may
compromise privacy, information security and the trust of
customers and end-users.
Information-related
impacts
Access to quality
information
Potential
negative
impact
Incomplete, inaccurate or unclear digital information may
impair customers' and users' ability to make informed
decisions.
Information-related
impacts
Responsible AI
Regulatory and
reputational
risk
Failure to govern the use of AI may result in non-
compliance, sanctions, bias, lack of transparency and
loss of user trust.
Information-related
impacts
Algorithmic bias
Potential
negative
impact
Algorithms, AI, analytics and digital platforms may
produce discriminatory effects or unfair automated
decisions.
Information-related
impacts
Responsible use of
data
Regulatory and
reputational
risk
Intensive use of data in cloud, AI, analytics, cybersecurity
and digital services may create compliance, privacy and
trust risks.
Information-related
impacts
Responsible
marketing
Reputational
risk
Commercial communications, customer platforms,
e-commerce and the use of data in marketing may
create risks relating to transparency, fairness and user
protection.
Information-related
impacts
Training for customers
and partners
Economic and
reputational
opportunity
Training in digital technologies, cyber, AI, cloud and
innovative platforms may support informed adoption,
service quality and relationships with customers and
partners.
Personal safety of
consumers and/or
end-users
Cybersecurity
Economic
opportunity
Growing demand for cyber services and regulatory
developments may expand the offering and strengthen
competitive positioning.
Personal safety of
consumers and/or
end-users
Cybersecurity
Potential
positive impact
Cyber solutions help protect data, systems and platforms,
support business continuity and strengthen customer
trust.
Personal safety of
consumers and/or
end-users
Security of digital
services and platforms
Economic and
reputational
risk
Digital services or platforms that are not adequately
secure may cause disruption, data loss, harm to
customers and reduced trust.
Personal safety of
consumers and/or
end-users
Digital operational
continuity
Economic risk
Disruption to IT, cloud or cyber services, digital platforms
or critical systems may have operating and nancial
effects on customers and end-users.
Personal safety of
consumers and/or
end-users
Service quality
Economic and
reputational
risk
Inadequate quality of digital services may affect customer
satisfaction, contract renewals, reputation and retention.
Personal safety of
consumers and/or
end-userS
Protection of minors
Potential
negative
impact
Digital services, platforms or technology solutions used
by minors or vulnerable users may give rise to protection
and safety risks.
Social inclusion of
consumers and/or
end-users
Digital accessibility
Economic
and social
opportunity
Accessible design of digital products, services, platforms
and content may improve inclusion and compliance and
broaden the user base.
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The Sesa Group operates mainly in the B2B market, providing
ICT solutions and services to business customers. Consequently,
impacts, risks and opportunities relating to end consumers do
not directly influence the Group’s strategy or business model.
Although the Group does not use the structured consultation
processes typical of companies operating in B2C markets, it
promotes continuous dialogue with customers and with users of
the solutions and services offered. Engagement and feedback-
gathering initiatives help the Group understand their needs and
expectations and continuously improve service quality.
S4-1: POLICIES RELATED TO CONSUMERS AND
END-USERS
Sesa has implemented a set of corporate policies and
procedures designed to ensure a responsible and transparent
approach towards customers. Matters concerning the protection
of consumers and end-users are governed through the Group’s
system of policies and procedures, including the Code of Ethics
and the information-security, privacy and cybersecurity policies.
As part of the continuing strengthening of its ESG governance
system, the Group will consider progressively formalising a
policy specifically dedicated to these matters. These measures
mitigate impacts relating to privacy breaches and the loss of
customer and business-partner data by providing preventive
safeguards and appropriate controls to avert cyber incidents.
They also mitigate identified risks of data loss and possible
discrimination resulting from the use of Artificial Intelligence,
while enabling the Group to pursue business opportunities
arising from growing market demand for IT and cybersecurity
solutions.
For processes and mechanisms used to monitor compliance
with the United Nations Guiding Principles, reference should be
made to “S4-3 - Processes to remediate negative impacts and
channels for consumers and end-users to raise concerns” and
to the whistleblowing system, which is accessible to all Group
stakeholders. Policies and procedures are not defined through
direct engagement with customers and end-users, but are
designed to ensure compliance with applicable legislation and
the delivery of safe, high-quality services.
The Group operates on the basis of established secure-data-
management procedures grounded in industry best practices
and aligned with the international ISO 27001 information-security
standard. Sesa has adopted and maintains a specific procedure
for the proper and adequate management of incidents - the Data
Breach Event Management and Reporting Procedure - and has
established and continues to develop its operating strategy
for restoring business continuity following disruptive events
affecting either IT systems or business activities more generally.
Dedicated Business Continuity and Disaster Recovery
plans ensure the secure and effective management of data
even in the event of incidents or other extraordinary events
that could directly affect data and information security. They
are implemented in full compliance with the requirements
of Regulation (EU) 2016/679, the General Data Protection
Regulation (GDPR), and the Italian Data Protection Authority, as
well as the commitments undertaken towards data controllers
and, more generally, respect for stakeholders’ rights.
The Group Chief Security Officer oversees security matters
throughout the Group and is responsible for identifying and
implementing the Group Security Strategy and managing the
related budget. The officer reports regularly to the Board of
Directors on security matters. To strengthen the management
of cybersecurity risks in particular, Sesa has established a unit
dedicated exclusively to monitoring and managing cyber risk.
The security-development programme was agreed with the
Board of Directors following review by the Control and Risk
Committee. The Board discusses information risks periodically
and at least once a year. The Group has also taken out an
Information Security and Risk Management insurance policy to
reduce residual exposure to cyber risk.
S4-2: PROCESSES FOR ENGAGING WITH
CONSUMERS AND END-USERS ABOUT IMPACTS
Sesa recognises the critical importance of consumers’ and end-
users’ perspectives in defining its decisions and activities, so
that actual and potential material impacts can be identified and
managed effectively. The Group adopts an inclusive approach
that integrates their expectations, needs and feedback into
decision-making and strategic initiatives.Feedback is obtained
through direct engagement with customers and users of the
solutions and services offered, including thematic focus groups
and other dialogue initiatives organised periodically in response to
business needs and the development of the offering. Operational
responsibility for ensuring customer and end-user engagement
lies with the relevant business functions, coordinated by the
Chief Sustainability Officer in matters relating to sustainability
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reporting. Any critical issues are managed in accordance with
their context and severity through remediation measures defined
on a case-by-case basis and involving the most appropriate
Group representative, such as a manager, client partner or
member of top management.
For this purpose, the Group also monitors the conditions of
workers in the value chain, particularly at suppliers of IT goods
and services and logistics providers. Potential impacts identified
include occupational health and safety risks, non-compliant
contractual conditions and employment discontinuity. These
risks are analysed through supplier qualification and control
activities that include ESG criteria and codes of conduct. The
selection process verifies compliance with minimum ethical and
social requirements. No severe negative impacts were identified
during the year, although the monitoring system is being
strengthened with a focus on training and awareness among
partners throughout the supply chain.
S4-3: PROCESSES TO REMEDIATE NEGATIVE
IMPACTS AND CHANNELS FOR CONSUMERS AND
END-USERS TO RAISE CONCERNS
Sesa adopts a structured approach to managing and mitigating
material negative impacts caused or facilitated by its activities
in relation to consumers and end-users. The approach is
based on direct communication channels, including dedicated
email addresses and reporting systems, which enable the
Group to identify possible critical issues promptly, provide fair
and transparent responses, and monitor the effectiveness of
corrective action through feedback and analysis of predefined
metrics.
Sesa’s whistleblowing channel, accessible through the Group’s
website, is also a fundamental tool enabling consumers and
end-users to communicate their concerns or needs directly to
the undertaking. It offers a secure and confidential means of
reporting possible issues, misconduct or circumstances that
could compromise the safety or quality of the services offered.
Consumers and end-users may raise concerns without fear of
retaliation, supporting an environment of trust and transparency.
Reports may concern a wide range of matters, including data
protection, service quality and compliance with applicable
legislation. On receiving a report, Sesa undertakes to examine
each case carefully and ensure that appropriate measures are
adopted to address the issues raised. Personnel assigned to
manage reports are trained to handle information confidentially
and professionally, ensuring that the needs of consumers
and end-users are heard and considered. The whistleblowing
channel is therefore not only a means of raising concerns,
but also an opportunity to improve business processes and
practices continuously. Sesa undertakes to use the feedback
received to implement improvements and ensure that its
services are increasingly aligned with customers’ expectations
and needs. The Supervisory Body prepares a summary report
on the investigations performed and shares it with the Board
of Directors. This enables any necessary action plans to be
developed to address identified deficiencies and/or issues
and to take measures protecting the Sesa Group, the person
concerned by the report and the reporting person.
Consistently with the Group’s continuous-improvement approach,
Sesa intends progressively to strengthen mechanisms for dialogue
and the collection of feedback from consumers and end-users. It
will consider adopting dedicated digital tools, such as service-usage
analytics, reporting interfaces and surveys, in order to improve its
understanding of user needs and incorporate the resulting evidence
into development and innovation processes.
S4-4: TAKING ACTION ON MATERIAL IMPACTS
ON CONSUMERS AND END-USERS, AND
APPROACHES TO MANAGING MATERIAL RISKS
AND PURSUING MATERIAL OPPORTUNITIES
RELATED TO CONSUMERS AND END-USERS, AND
EFFECTIVENESS OF THOSE ACTIONSI
Sesa Group companies operate mainly in the B2B market,
offering solutions, services and consulting in Digital Technologies,
Business Applications, Cloud, Cybersecurity and Digital Green.
End-users of the solutions and services developed or distributed
by the Group include both internal users within customer
organisations, such as employees and other collaborators, and
external users who interact with platforms, applications and digital
services created for customers. Although it has not adopted
a centralised system for engaging end-users, Sesa monitors
possible impacts and critical issues through the assistance and
after-sales support channels of individual Group companies,
continuous dialogue with customers, and the processes required
by the management systems adopted. These include quality
and information-security certifications, such as ISO 9001 and
ISO 27001, which govern the management of non-conformities,
security incidents and data protection.
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Consolidated Sustainability Report
At the reporting date, impacts, risks and opportunities relating to consumers and end-users were managed as part of the Group’s
ordinary activities and governance systems. For this reason, no specific action plans have been defined and no resources have
been allocated exclusively to these matters.
The principal risks potentially relevant to end-users concern:
• accessibility and usability of the digital solutions provided;
• operational continuity of cloud services;
• and potential impacts arising from cybersecurity events or data breaches.
To prevent these risks, the Group implements technical and organizational approaches based on security-by-design and
privacy-by-design principles in software development; monitoring and auditing of information systems; continuous training
for technical personnel; and oversight of service levels under service-level agreements (SLAs).
The effectiveness of these safeguards is reflected in a level of complaints tending towards zero, high retention among business
customers and, at the reporting date, the absence of significant events with known negative impacts on end-users. Consistently
with the development of its ESG governance system, Sesa intends progressively to assess additional initiatives to strengthen the
management of impacts, risks and opportunities relating to consumers and end-users. Particular attention will be paid to personal-
data protection, information security and responsible use of digital technologies, including in connection with the development of
Artificial Intelligence-based solutions.
S4-5: TARGETS RELATED TO MANAGING MATERIAL NEGATIVE IMPACTS, ADVANCING POSITIVE IMPACTS,
AND MANAGING MATERIAL RISKS AND OPPORTUNITIES
The Sesa Group has not currently set targets for managing material impacts, risks and opportunities relating to customers and
end-users. Nevertheless, through the measures already implemented, the Group seeks continuously to improve its practices and
ensure the responsible use of technology. The Company recognises the importance of addressing emerging challenges in Artificial
Intelligence and data security and intends to develop strategies promoting ethics, transparency and the protection of consumers’ and
end-users’ rights. Sesa also intends regularly to monitor and assess the impacts of its technologies and policies, adapting its strategies
in response to feedback and regulatory developments. This proactive approach will strengthen consumer trust and help ensure that
the Company remains at the forefront of its market.
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4.4. Governance information
ESRS G1 - Business conduct
Thematic ESRS
Material matter
(sub-topic)
Sub-level
(sub-sub-to-
pic)
IRO type Description of the impact, risk or opportunity
Governance – ESRS G1 – Business conduct
ESRS G1 - Business
conduct
Corporate culture N/A
Potential positive
impact
Integrity, accountability, transparency, compliance and
consistent conduct strengthen ethical and organizational
safeguards.
Corporate culture
Ethics and
compliance
Economic and
reputational risk
Operations in regulated sectors, relationships with
enterprise and public-sector customers, data manage-
ment, M&A, the supply chain and critical services requi-
re robust compliance safeguards.
Corporate culture
Integration
of ESG into
incentive sy-
stems
Organizational
opportunity
Alignment between ESG targets, management perfor-
mance and incentive systems may strengthen accoun-
tability and implementation of the sustainability strategy.
Corporate culture
Taxes and
responsible
taxation
Regulatory and
reputational risk
Tax matters that are not adequately governed in com-
plex or multi-company groups may create compliance,
litigation and reputational risks.
Corporate culture
Responsible
M&A
Organizational
and reputational
risk
Acquisitions and corporate integration may create chal-
lenges relating to corporate culture, HR, compliance,
control systems and ESG governance.
Corporate culture
Digital soverei-
gnty and EU
compliance
Regulatory and
strategic risk
Developments in European regulation concerning data,
cloud, cyber, AI, privacy and digital services may affect
operating models, the Group’s offering and compliance.
Corporate culture
AI, cyber and
privacy regu-
lation
Regulatory risk
and economic
opportunity
Regulation of AI, cybersecurity, data protection and digi-
tal services may generate compliance costs and consul-
ting opportunities.
Protection of whist-
leblowers
N/A
Potential positive
impact
Effective, condential and accessible reporting channels
support compliance, ethics, anti-corruption and worker
protection.
Corruption and bribery N/A
Potential negati-
ve impact
Corruption or a lack of transparency may adversely af-
fect integrity, the socio-economic context and stakehol-
der trust.
Management of rela-
tionships with suppliers
N/A
Economic and
reputational risk
Technology vendors, hardware and software suppliers,
cloud providers, service partners, consultants and sub-
contractors require ESG and contractual safeguards.
Management of rela-
tionships with suppliers
Vendor ESG
performance
Economic and
reputational risk
Inadequate ESG performance by major technology par-
tners may generate environmental, social, reputational
and regulatory impacts, as well as Scope 3 impacts.
Management of rela-
tionships with suppliers
Dependence
on strategic
vendors
Economic and
operational risk
Dependence on technology partners, cloud providers,
software vendors and hardware suppliers may affect
continuity, pricing, compliance and service capacity.
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ESRS 2 GOV-1: THE ROLE OF THE ADMINISTRATIVE,
MANAGEMENT AND SUPERVISORY BODIES
Reference should be made to “ESRS 2 GOV-1 - The role of the
administrative, management and supervisory bodies”, which
describes the role and expertise of those bodies.
ESRS 2 IRO-1: DESCRIPTION OF THE PROCESSES
TO IDENTIFY AND ASSESS MATERIAL IMPACTS,
RISKS AND OPPORTUNITIES
In identifying material impacts and risks connected with
business conduct, the Group considered its activities, Sesa’s
relationships with stakeholders and the regulatory requirements
to which the Company is subject, taking account of the specific
characteristics of its operating sector.
Sesa identified and assessed impacts, risks and opportunities
relating to business conduct through the double materiality
assessment described under “IRO-1 - Description of the
processes to identify and assess material impacts, risks and
opportunities” in the “General information” chapter. The Group
is aware that a lack of integrity and transparency in its activities
may have negative impacts on the economic and social context
in which it operates. In particular, possible incidents of corruption
may compromise stakeholder trust, damage corporate
reputation and adversely affect business relationships, thereby
jeopardising the long-term sustainability of the business.
The Group has also identified a potential economic and
reputational risk - although not significant in terms of financial
effects or impact materiality - associated with failure to develop
and implement a procurement policy based on environmental,
social and governance criteria. The absence of a sustainable
procurement approach could reduce the Company’s
attractiveness to investors and business partners, which
increasingly favour organisations adopting responsible and
sustainable practices. To address these impacts and risks, the
Group promotes measures designed to ensure transparency
and integrity in procurement practices. These include sharing
the Code of Ethics with all suppliers and assessing strategic
suppliers to determine their ESG commitments. In addition
to mitigating the identified risks, these initiatives provide
opportunities to reinforce the Group’s reputation, build stronger
stakeholder relationships and contribute to a more sustainable
and responsible business environment.
G1-1: BUSINESS CONDUCT POLICIES AND
CORPORATE CULTURE
In conducting its activities, the Sesa Group acts ethically,
transparently and honestly in all countries in which it operates,
complying with applicable laws, professional codes of ethics,
the Code of Ethics, the Organisation, Management and Control
Model and internal procedures. Sesa regards ethics, integrity
and compliance with the law as core Group values. It opposes
any breach of the law and applies a zero-tolerance approach
to corruption. Wherever it operates, the Group seeks to ensure
the highest ethical and compliance standards and contribute
to the well-being of all stakeholders, including employees,
business partners, shareholders and the communities in which
it is present. These shared commitments form the basis of the
Group’s responsible conduct.
The policies adopted by Sesa also include the Anti-Corruption
Policy, which defines principles and rules of conduct designed
to prevent and combat all forms of active and passive corruption
in business activities and relationships with customers,
suppliers, business partners, the Public Administration and
other stakeholders. The Policy forms part of the Group’s broader
governance and internal-control system, consistently with the
Code of Ethics and the Organisation, Management and Control
Model adopted under Italian Legislative Decree No. 231/2001.
Further details are provided under G1-3, “Prevention and
detection of corruption and bribery”.
The Group has developed, adopted and disseminated a series of
policies intended to promote a culture of integrity in all operating
areas. The Board of Directors is responsible for reviewing
and updating the Code of Ethics and the principal policies in
light of regulatory developments and the results of the double
materiality assessment, which identifies the matters material
to the Group. At present, defining specific quantitative targets
or structured action plans for business conduct has not been
considered a priority or strategic requirement. Nevertheless,
where applicable, Group policies are consistent with the
principal internationally recognised ethical standards and fully
comply with local legislation. The policies are communicated
to personnel through the corporate intranet and other internal
communication channels, and some are also publicly available
on the Group’s corporate website.
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6. Separate financial
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4. Consolidated
Sustainability Report
The Group’s principal policies and commitments are
summarised below:
• Code of Ethics: the Code is the reference for the
conduct of all stakeholders, including shareholders,
employees, other collaborators, suppliers, customers
and business partners, and also governs relationships
with public authorities and institutions. Its fundamental
principles include professionalism, trust, legality, honesty,
impartiality, respect for diversity, non-discrimination,
prevention of conflicts of interest and transparency. These
values also apply to the Group’s tax management. The
Code is approved by the Board of Directors and shared
with employees and suppliers to promote adherence to
ethical and sustainability standards. Its effectiveness is
monitored through stakeholder acknowledgement and
acceptance;
• Organisation, Management and Control Model
(Model 231): Model 231 describes the management
system adopted pursuant to Italian Legislative Decree
No. 231/2001 in order to prevent directors, executives
or employees from committing offences in the interest or
for the benefit of the Group. The Model includes specific
control and risk-mitigation procedures;
• Whistleblowing: the Group has adopted a whistleblowing
system to facilitate the prompt reporting of conduct that
does not comply with legislation, the Code of Ethics or
corporate policies. In accordance with Directive (EU)
2019/1937, the system provides a dedicated platform
accessible to both employees and external parties and
ensures anonymity and protection against retaliation;
• UN Global Compact: Sesa has joined the UN Global
Compact and is committed to its ten principles concerning
human rights, labour conditions, environmental
protection and anti-corruption. Membership reflects a
firm commitment to conducting business responsibly
and sustainably by incorporating these principles into
corporate policies and daily practices. Through the UN
Global Compact, Sesa seeks to operate transparently,
promote respect for fundamental rights, contribute to the
development of the communities in which it is present,
minimise environmental impacts and promote ethical
practices throughout its operations;
• Human Rights Protection Policy: dsets out the Group’s
principles and commitments to promoting and protecting
fundamental human rights, guiding corporate conduct in
a manner that respects human dignity, inclusion, equal
opportunities and non-discrimination. The Policy is
intended to prevent and mitigate potential adverse human-
rights impacts in the Group’s activities and throughout the
value chain, while promoting compliance with applicable
legislation and the principal international standards.
The monitoring and assessment of reports and risks identified
through the Group’s Organisation, Management and Control
Model pursuant to Legislative Decree 231/2001 (Model 231),
the Whistleblowing System and the Anti-Bribery Policy are
entrusted to the Supervisory Body, which is composed of
professionals with proven expertise in assessing potential
violations.The Group has established internal reporting
channels in compliance with the applicable whistleblowing
legislation, which are accessible to employees and other eligible
reporting parties. Awareness of these channels is promoted
through dedicated communications and the publication
of relevant information on the Group’s corporate website.
Reports are handled by specifically appointed and trained
personnel, in accordance with the principles of confidentiality
and impartiality.The Group also implements measures to
protect whistleblowers against any form of retaliation, in
compliance with the national legislation transposing Directive
(EU) 2019/1937.In addition, the Group provides dedicated
training programmes on anti-corruption and whistleblowing to
newly hired employees and to personnel whenever relevant
regulatory updates are introduced.
Given the nature of the activities performed, the Group identifies
functions that maintain relationships with external parties as
those most exposed to risks of corruption and bribery. These
include, in particular, sales, purchasing and procurement
functions; structures involved in tenders and procurement
procedures; and functions managing relationships with the
Public Administration, suppliers and business partners. These
areas, which represent approximately 30% of the Group’s
organizational functions and constitute a non-significant
proportion of the Group’s overall business functions, are also
governed by the corporate policies and procedures described
above.
G1-2: MANAGEMENT OF RELATIONSHIPS WITH
SUPPLIERS
Managing supplier relationships is crucial to the Group because
it directly affects the quality of the products and services offered
and overall operating efficiency. For this reason, all suppliers
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must acknowledge Sesa’s Code of Ethics from the qualification
stage. As stated in the Code and consistently with the UN
Global Compact principles and international conventions, Sesa
does not maintain relationships with suppliers that violate
the principles of freedom, human dignity and fundamental
human rights through the exploitation of forced labour,
child labour or discrimination. In this way, the Group not only
manages supply-chain risks, but also promotes sustainable
practices reflecting its commitment to social and environmental
responsibility. Supply-chain risks and impacts are described
under “SBM-3 - Material impacts, risks and opportunities and
their interaction with strategy and business model”.
Sesa has established standard payment terms, with
predefined timing options. Payments outside the standard
terms require approval from the requesting party’s manager.
This structure enables the Group to respond rapidly to
suppliers’ requests based on their needs, including by
shortening payment-approval times where appropriate, while
ensuring that payments are made promptly and in accordance
with agreed terms.
The Sesa Group’s policy supports the supply chain, with specific
attention to small and medium-sized enterprises. Payment
terms consistent with contractual agreements are guaranteed
and may, where possible, be brought forward on request.
Internal controls monitor compliance with payment deadlines,
supported by simplified procedures for the prompt processing
of invoices from smaller suppliers. The Group also positively
assesses partners’ financial and economic stability, including
through the maintenance of a sustainable payment cycle.
The Group currently carries out ESG-based assessments
of strategic suppliers, considering environmental and
occupational health and safety matters, as well as
commitment to ethical integrity and transparency in
business practices. Although social and environmental
criteria in the strict sense are not currently applied in supplier
selection, self-assessment campaigns make it possible to
evaluate suppliers’ ESG commitments and identify possible
critical issues for consideration on a case-by-case basis.
G1-3: PREVENTION AND DETECTION OF
CORRUPTION AND BRIBERY
Management of corruption and bribery is integrated into
Model 231, as required by applicable legislation. The Model
establishes guidelines for preventing unlawful conduct
within the organisation. As noted under G1-1, “Business
conduct policies and corporate culture”, the Group has also
implemented an Anti-Corruption Policy. This ensures
compliance with local legislation and, together with the Code
of Ethics, promotes ethical conduct and defines expectations
regarding business behaviour in this area. The policies are
communicated to employees through the Group’s internal
communication channels, the corporate intranet and, in some
cases, dedicated training courses.
The Group maintains appropriate safeguards in relation to
corruption. Its whistleblowing system enables reports of
potential cases of corruption or bribery. Where reports or
anomalies arise, the Group initiates preliminary analysis
and consultation and, where necessary, implements internal
controls. Accounting transactions are subject to continuous
and half-yearly controls, ensuring ongoing monitoring of
operations.
The Supervisory Body is independent of the management
chain affected by the matter reported. This ensures that
investigations are conducted impartially and objectively,
with fairness and confidentiality towards all parties involved.
Acting on behalf of Sesa Group companies, the Supervisory
Body is responsible for verifying the substance of reports
through prompt and thorough investigations. In performing
these checks, it may request assistance from the relevant
corporate functions or, where appropriate, external consultants
specialising in report management, provided their involvement
is useful in establishing the substance of the report and
preserves confidentiality.
At the conclusion of an investigation, the Supervisory Body
prepares a summary report on the work performed and the
evidence considered and shares it with the Board of Directors
and the Supervisory Bodies. This enables the Board to
develop any necessary action plans to address identified
critical issues and take appropriate measures to protect the
Group. The Supervisory Body also periodically reports to
the Supervisory Bodies on the types of reports received and
the results of its investigative activities, thereby ensuring
appropriate transparency and reporting. Where reports of
criminal offences are substantiated, the Supervisory Bodies
are informed promptly, For the time being, setting targets and
related actions for the prevention and detection of corruption
and bribery has not been regarded as a strategic priority.
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April 30, 2026
4. Consolidated
Sustainability Report
Sesa provides training programmes on the prevention of corruption and bribery to disseminate the principles of the Code of Ethics,
the Anti-Corruption Policy, the Organisation, Management and Control Model pursuant to Italian Legislative Decree No. 231/2001
and applicable legislation. Training is delivered during the onboarding of new hires and when regulatory or procedural updates
occur. It is addressed to employees, with particular attention to personnel in functions most exposed to corruption risks. Training is
also provided directly to executive members of the Board of Directors, while non-executive members are updated and aligned with
the policies through their involvement in the approval process.
G1-4: CONFIRMED INCIDENTS OF CORRUPTION OR BRIBERY
During the reporting period - the year ended April 30, 2026 - as in prior years, there were no incidents of corruption or
bribery involving directors or employees of the Sesa Group. In particular, there were no convictions or penalties for breaches
of anti-corruption or anti-money-laundering legislation. No confirmed incidents of corruption were identified, nor were there any
disciplinary measures or dismissals connected with these matters. There were likewise no cases in which contracts with business
partners were terminated or not renewed because of such violations. Finally, no public legal proceedings concerning corruption
matters were pending or concluded against the Sesa Group or its employees.
These results confirm the effectiveness of the Group’s preventive measures and its continuing commitment to promoting a culture
of integrity, transparency and regulatory compliance. To support this commitment, the Group has adopted an Anti-Corruption Policy
that defines the principles and rules of conduct for preventing and combating all forms of active or passive corruption.
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Attestation of the consolidated sustainability report pur-
suant to Article 81-ter(1) of Consob Regulation No. 11971
of May 14, 1999, as subsequently amended and supple-
mented
1. The undersigned Alessandro Fabbroni, as Chief Executive Officer, and Jacopo Laschetti, as Sustainability Reporting Officer of
Sesa S.p.A., pursuant to Art.154-bis (5-ter), of the Italian Legislative Decree No.58 of 24 February 1998, certify that the Sustai-
nability Statements included in the Management Report were drawn up:
a. In accordance with the reporting standards applied pursuant to Directive 2013/34/EU of the European Parliament and of the
Council of 26 June 2013, and to Legislative Decree No. 125 of 6 September 2024;
b. With the specifications adopted pursuant to Article 8.4 of Regulation (EU) 2020/852 of the European Parliament and of the
Council of 18 June 2020
Empoli, 16th July 2026
Alessandro Fabbroni
The Chief Executive Officer
Jacopo Laschetti
Sustainability Reporting Officer
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as of April 30, 2026
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statements as of
April 30, 2026
4. Consolidated
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management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Consolidated
financial
statements
as of April 30,
2026
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CONSOLIDATED INCOME STATEMENT
Year ended April 30
(Euro thousands) Note 2026 2025
Revenues 7 3,565,285 3,214,550
Other income 8 48,685 42,218
Consumables and goods for resale 9 (2,653,191 ) (2,360,306 )
Costs for services and rent, leasing, and similar costs 10 (309,045 ) (314,450 )
Personnel costs 11 (395,588 ) (358,836 )
Other operating costs 12 (18,721 ) (16,327 )
Amortisation and Depreciation 13 (92,277 ) (82,466 )
Operating result 145,148 124,383
Share of profits of companies valued at equity 14 896 952
Financial income 15 34,427 45,346
Financial expenses 15 (62,197 ) (71,195 )
Profit before taxes 118,274 99,486
Income taxes 16 (37,683 ) (32,059 )
Profit for the year 80,591 67,427
of which:
Profit attributable to non-controlling interests 28 8,900 5,225
Profit attributable to the Group 28 71,691 62,202
Earnings per share - basic (in Euro) 28 4.71 4.04
Earnings per share - diluted (in Euro) 28 4.68 4.01
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended April 30
(Euro thousands) Note 2026 2025
Profit for the year 80,591 67,427
Actuarial gain/loss for employee benefits - Gross effect 28 469 (2,119 )
Actuarial gain/loss for employee benefits - Tax effect 28 (112 ) 509
Comprehensive income for the year 80,948 65,817
of which:
Comprehensive income attributable to non-controlling interests 9,579 5,057
Comprehensive income attributable to the Group 71,369 60,760
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At April 30
(Euro thousands) Note 2026 2025
Intangible assets 17
Rights of use 18
Property, plant and equipment 19
Investment property 20
Equity investments value at equity 14
for deferred tax assets Receivables 21
Other non-current receivables and assets 22
Total non-current assets
Inventory 23
Current trade receivables 24
Current tax receivables 25
Other current receivables and assets 22 158,310 157,742
Cash and cash equivalents 26
Total current assets
Non-current assets held for sale 27
Total assets
Share capital 28
Share premium reserve 28
Other reserves 28
(72,174 ) (70,459 )
Profits carried forward 28
Total shareholders’ equity attributable to the Group
Shareholders’ equity attributable to non-controlling interests 28
Total Shareholders’ equity
Non-current loans 29
Financial liabilities for non-current rights of use 29
Non current financial liabilities and commitments for purchase of shares from non-controlling interests 30
Employee benefits 31
Non-current provisions 32
Deferred tax liabilities 21
Total non-current liabilities
Current loans 29
Financial liabilities for current rights of use 29
Current financial liabilities and commitments for purchase of shares from non-controlling interests 30
Trade payables 33
Current tax payables 25
Other current liabilities 34
Total current liabilities
Total liabilities
Total shareholders’ equity and liabilities
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CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended April 30
(Euro thousands) Nota 2026 2025
Profit for the year
Adjustments for:
Amortisation and Depreciation 13
Income taxes 16
Accruals to provisions relating to personnel and other provisions 12,11
Net financial (income) expense 15
Profit of companies valued using the equity method 14
(896 ) (952 )
Other non-monetary entries 15
Cash flows generated by operating activities before changes in net working
capital
Change in inventory 23
Change in trade receivables 24
(48,888 ) 18,813
Change in payables to suppliers 33
Change in other assets 22
(6,318 ) 2,150
Change in other liabilities 34
Use of provisions for risks 32
(1,506 ) (1,869 )
Employee benefits 31
(3,698 ) (5,442 )
Change in deferred taxes 21
Change in receivables and payables for current taxes 25
(13,493 ) (2,226 )
Interest paid 15
(34,028 ) (53,088 )
Taxes paid
(25,385 ) (41,235 )
Net cash flow generated by operating activities
Investments in companies net of cash acquired 5
(76,202 ) (72,619 )
Investments in property, plant and equipment 19
(28,409 ) (23,213 )
Investments in intangible assets 17
(34,995 ) (33,883 )
Disposal of property, plant and equipment and intangible assets 17,19
Disposal of investment property 14 - -
Disposal of assets held for sale
Investments in associated companies 14
(64 ) (360 )
Disposal in associated companies 1,701 7,062
Non-current equity investments in other companies 22
(1,932 ) (135 )
Disposals of non-current equity investments in other companies 22
Dividends collected
Interest collected 15
Net cash flow generated by/(used in) by investment activity
(128,658 ) (114,912 )
Subscription of long-term loans 4,29
Repayment of long-term loans 4,29
(127,776 ) (121,720 )
(Reduction)/increase in short-term loans 4,29
(61,560 ) 3,919
Repayment of financial liabilities for rights of use 29
(21,357 ) (20,018 )
Investments/disinvestments in financial assets 22
Change in Group’s equity 28
Change in equity attributable to non-controlling interests 28
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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
Other
reserves
Profits for the year
and profits carried
forward
Shareholders’
equity attri-
butable to the
Group
Shareholders’
equity attributable
to non-controlling
interest
Total
Shareholders
’ equity
At April 30 2024 37,127 33,144 (48,925 ) 408,238 429,584 47,761 477,345
Profit for the year
Actuarial gain/(loss) for employee benefits - gross - - (1,898 ) - (1,898 ) (221 ) (2,119 )
Actuarial gain/(loss) for employee benefits - tax
effect
Comprehensive income for the year - - (1,442 ) 62,202 60,760 5,057 65,817
Transactions with shareholders - - - - - - -
Purchase of treasury shares - - (11,785 ) - (11,785 ) - (11,785 )
Sale of treasury shares - - - - - - -
Distribution of dividends - - - (15,494 ) (15,494 ) (2,712 ) (18,206 )
Assignment of shares in execution of Stock Grant
plan
Stock Grant plan - shares vesting in the period - - 7,169 - 7,169 - 7,169
Allocation of profit for the year - - 5,941 (5,941 ) - - -
Change in the scope of consolidation and other
changes
At April 30, 2025 37,127 33,144 (70,459 ) 446,110 445,922 54,856 500,778
Profit for the year
Actuarial gain/(loss) for employee benefits - gross - - (433 ) - (433 ) 902 469
Actuarial gain/(loss) for employee benefits - tax
effect
Comprehensive income for the year - - (322 ) 71,691 71,369 9,579 80,948
Transactions with shareholders - - - - - - -
Purchase of treasury shares - - (24,980 ) - (24,980 ) - (24,980 )
Sale of treasury shares - (25,988 ) 31,131 - 5,143 - 5,143
Distribution of dividends - - - (15,495 ) (15,495 ) (2,401 ) (17,896 )
Treasury shares 28
(19,837 ) (11,785 )
Dividends distributed 28
(17,896 ) (18,207 )
Net cash flow generated by/(used in) financial activities
(76,243 ) (17,831 )
Translation difference on cash and cash equivalents
Change in cash and cash equivalents
Opening balance of cash and cash equivalents 26
Closing balance of cash and cash equivalents 26
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6. Separate financial
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4. Consolidated
Sustainability Report
Notes to the Consolidated
Financial Statements
1. General Information
Company”) is a company incorporated and domiciled in
organised in compliance with the legal system of the Italian
Republic.
The Company is controlled by ITH SpA, which holds 56.88 per
cent of the share capital. In turn, ITH SpA is controlled by HSE
SpA, which holds 73.28 percent, of the share capital of ITH
SpA.
Sesa SpA has a duration, as stated in the Articles of Association,
until April 30, 2075.
This document was approved by the Company’s Board of
Directors on July 16, 2026.
These Consolidated Financial Statements are subject to
independent audit by KPMG SpA.
(Euro thousands)
Share
capital
Share
premium
Other
reserves
Profits for the year
and profits carried
forward
Shareholders’
equity attri-
butable to the
Group
Shareholders’
equity attributable
to non-controlling
interest
Total
Shareholders
’ equity
Assignment of shares in execution of Stock Grant
plan
Stock Grant plan - shares vesting in the period 7,773 7,773 7,773
Allocation of profit for the year 7,987 (7,987 )
Change in the scope of consolidation and other
changes
(20,888 ) (6,173 ) (27,061 ) 6,950 (20,111 )
At April 30, 2026 37,127 7,156 (72,174 ) 488,146 460,255 68,984 529,239
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as of April 30, 2026
6. Separate financial
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April 30, 2026
4. Consolidated
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5. Consolidated
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as of April 30, 2026
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5. Consolidated
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as of April 30, 2026
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April 30, 2026
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5. Consolidated
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as of April 30, 2026
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5. Consolidated
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as of April 30, 2026
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April 30, 2026
4. Consolidated
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5. Consolidated
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as of April 30, 2026
6. Separate financial
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April 30, 2026
4. Consolidated
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as of April 30, 2026
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5. Consolidated
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
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5. Consolidated
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
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. The current value is determined by
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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 non-cancellable period of the
agreement or to the quantification of different rates at later dates
for new agreements to which they apply.
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
(J) RECOVERY OF DEFERRED TAX ASSETS
Deferred tax assets are recognised to the extent that it is likely
that there will be adequate future taxable profits against which
any temporary differences or tax losses can be used. On this
subject, the Group’s management estimates the likely timing
and amount of future taxable profits.
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Gmbh
Gmbh
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as of April 30, 2026
6. Separate financial
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April 30, 2026
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as of April 30, 2026
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as of April 30, 2026
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April 30, 2026
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as of April 30, 2026
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April 30, 2026
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as of April 30, 2026
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April 30, 2026
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as of April 30, 2026
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as of April 30, 2026
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statements as of
April 30, 2026
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as of April 30, 2026
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April 30, 2026
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April 30, 2026
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April 30, 2026
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as of April 30, 2026
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April 30, 2026
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Independent Auditor’s Report on the Consolidated Financial Statements as of April 30, 2026
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April 30, 2026
5. Consolidated
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as of April 30, 2026
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statements as of
April 30, 2026
4. Consolidated
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5. Consolidated
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as of April 30, 2026
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April 30, 2026
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Annex 1
SUBSIDIARIES
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
VAR GROUP SUISSE SA 4IT SOLUTIONS SAGL Gravesano (CH) 20,000 CHF 60.00% n.a.
OMNIBUS SRL ALBALOG SRL
Sesto Fiorentino
(FI)
11,000 100.00% 100.00%
PLURIBUS SRL ALBASOFT SRL Padova (PD) 28,920 20.00% n.a.
COMPUTER GROSS SPA ALTINIA DISTRIBUZIONE SPA
Casale sul Sile
(TV)
1,000,000 55.00% 55.00%
VAR GROUP SPA ADDFOR INDUSTRIALE SRL in liquidazione Empoli (FI) 10,000 n.a. 80.00%
ADIACENT S.PA. SOCIETA' BENEFIT AFB NET SRL in liquidazione Perugia (PG) 15,790 62.00% 62.00%
ADIACENT S.PA. SOCIETA' BENEFIT ADIACENT INTERNATIONAL SRL Empoli (FI) 10,100 60.40% 60.40%
ADIACENT INTERNATIONAL SRL ADIACENT APAC LIMITED Hong Kong(HK) 70,000 hkd 75.00% 75.00%
ADIACENT INTERNATIONAL SRL ADIACENT ESPANA SL Madrid (ES) 3,006 100.00% 100.00%
SUSTAINIT SRL AMAECO SRL
Fiorano Modenese
(MO)
20,000 65.00% 65.00%
APRA SPA
ANALYSIS SRL - SOFTWARE E RICERCA
Castel Maggiore
(BO)
10,680
15.00% 15.00%
SUSTAINIT SRL 36.00% 36.00%
DATA SCIENCE SRL ANALYTICS NETWORK SRL Empoli (FI) 40,000
Merger in Data Science
Operations Srl
100.00%
PLURIBUS SRL APRA SPA Jesi (AN) 151,520 92.19% 86.97%
APRA SPA ASSIST INFORMATICA SRL Basta Umbra (PG) 95,800 75.00% 51.00%
BASE DIGITALE GROUP SPA
ATS ADVANCED TECHNOLOGY
SOLUTIONS SPA
Milano (MI) 300,000 87.50% 87.50%
VAR ANDORRA SL AWESOME SL Andorra (AD) 3,000 100.00% 100.00%
SESA SPA BASE DIGITALE GROUP SPA Firenze (FI) 6,625,200 100.00% 92.86%
BASE DIGITALE GROUP SPA BDM SRL Firenze (FI) 5,435,000 100.00% 100.00%
BASE DIGITALE GROUP SPA BDX SPA Parma (PR) 50,000 55.00% 55.00%
BASE DIGITALE GROUP SPA BDY SPA Firenze (FI) 3,000,000 51.00% 51.00%
BASE DIGITALE GROUP SPA BASE DIGITALE PLATFORM SPA Genova (GE) 661,765 87.41% 87.41%
BASE DIGITALE GROUP SPA
BDS SPA Firenze (FI) 2,782,509
80.70% 93.56%
YARIX SRL 2.45% 2.84%
BDS SPA BD SIRM SRL
Torre Annunziata
(NA)
100,000 59.00% n.a.
TEKNE SRL BEENEAR SRL Iasi( RO) 4,442,650 RON 100.00% 100.00%
UNIZON SPA BE4TECH SHPK Tirana (AL) 5,214 97.00% 97.00%
250
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
VAR GROUP SPA
BLOCKIT SRL in liquidazione Empoli (FI) 27,400
69.80% 69.80%
YARIX SRL 30.20% 30.20%
IBERIAN UNIT VARGROUP SL BOOT SYSTEMS SL Barcellona (ES) 20,230 100.00% 100.00%
VAR INDUSTRIES SRL VAR INDUSTRIES SAS
Tremblay-en-
France(FR)
10,000 100.00% 100.00%
BASE DIGITALE GROUP SPA CENTOTRENTA SERVICING SPA Milano (MI) 7,215,000 50.94% 51.00%
YOCTOIT SRL
CONSORZIO QONOS
Empoli (FI)
12,500
20.00% 20.00%
VAR ENGINEERING SRL 20.00% 20.00%
UAN COMPANY SRL 20.00% 20.00%
DATA SCIENCE OPERATIONS SRL 20.00% n.a.
ISD NORD SRL 20.00% 20.00%
VAR ONE NORD EST SRL
CONSORZIO VAR GROUP Empoli (FI) 47,514
4.35% 3.33%
DATEF SPA 4.35% 3.33%
ISD NORD SRL 4.35% 3.33%
VAR ENGINEERING SRL 4.35% 3.33%
UAN COMPANY SRL 4.35% 3.33%
YARIX SRL 4.35% 3.33%
UNIZON SPA 4.35% 3.33%
NEXTECH SRL 4.35% 3.33%
MF SERVICES SRL 4.35% 3.33%
APRA SPA 4.35% 3.33%
UBICS SRL 4.35% 3.33%
EVOTRE SRL 4.35% 3.33%
DURANTE & SANGALLI SPA 4.35% 3.33%
YOCTOIT SRL 4.35% 3.33%
DATA SCIENCE OPERATIONS SRL 4.35% 3.33%
MTS&CARE SRL 4.35% 3.33%
PALITALSOFT SRL 4.35% 3.33%
SUSTAINIT SRL 4.35% 3.33%
SISTHEMA SPA 4.35% 3.33%
MYS SRL 4.35% 3.33%
VAR GROUP SPA 4.35% 3.33%
251
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Consolidated financial statements as of April 30, 2026
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
CONSORZIO VAR GROUP
CONSORZIO SESA RESEARCH HUB Empoli (FI) 12,000
33.00% n.a.
ADIACENT SPA SOCIETÀ BENEFIT 33.00% n.a.
YARIX SRL YARIX GMBH Monaco (DE) 25,000 100.00% 100.00%
Yarix GMBH CYRES Consulting Baltics, SIA Riga (LV) 3,181 100.00% 100.00%
Yarix GMBH Yarix India Private Limited Bengaluru (IN) 11,270 98.00% 98.00%
Yarix GMBH CYRES Consulting Austria GmbH Graz( AT) 17,500 100.00% 100.00%
BDX SPA DATACOREX SRL Parma (PR) 50,000 100.00% 66.00%
VAR GROUP SPA DATA SCIENCE SRL Empoli (FI) 139,050 92.51% 81.07%
DATA SCIENCE SRL DATA SCIENCE IBERICA SL Madrid (ES) 10,582 100.00% n.a.
7CIRCLE SRL DATEF SPA Bolzano (BZ) 126,000 51.03% 51.03%
VAR GROUP SPA TEKNE SRL Empoli (FI) 1,105,200 86.50% 90.00%
BEENEAR SRL
VAR GROUP BRASIL SERVICOS DE
TECNOLOGIA DA INFORMACAO LTDA
Jardim Das
Perdizes(BR)
375,000 Reais
n.a. 10.00%
TEKNE SRL n.a. 90.00%
VAR GROUP SPA 100.00% n.a.
VAR GROUP SPA DURANTE & SANGALLI SPA Cormano (MI) 1,000,000 55.59% 51.00%
VAR GROUP SPA
VAR4TEAM SRL Grassobbio (BG) 253,000
80.43% 60.50%
VAR ONE SRL 14.20% 14.20%
SESA SPA VALUE 4CLOUD SRL Empoli (FI) 50,000 100.00% 100.00%
COMPUTER GROSS SPA CLEVER CONSULTING SRL Milano (MI) 36,057
Merger in Computer Gross
Spa
53.20%
PLATIX SRL UNIZON SPA Milano (MI) 1,562,500 91.35% 81.35%
APRA SPA CENTRO 3 CAD SRL Jesi (AN) 10,000 80.00% 80.00%
COMPUTER GROSS SPA KOLME SRL Milano (MI) 165,640 62.60% 64.31%
ALTINIA DISTRIBUZIONE SPA MAINT SYSTEM SRL Milano (MI) 10,000 60.00% 60.00%
SESA SPA COMPUTER GROSS SPA Empoli (FI) 40,000,000 100.00% 100.00%
COMPUTER GROSS SPA COMPUTER GROSS NESSOS SRL Empoli (FI) 52,000 60.00% 60.00%
VAR GROUP SPA COSESA SRL in liquidazione Empoli (FI) 15,000 100.00% 100.00%
OMNIBUS SRL DELTA PHI SIGLA SRL Empoli (FI) 99,000 100.00% 100.00%
WISE ABREGO SL DELTA TECNOLOGIAS DE INFORMACION SL Madrid (ES) 3,010 100.00% n.a.
VAR GROUP SPA
7CIRCLE SRL Empoli (FI) 162,305
85.14% 84.05%
YARIX SRL 4.90% 5.00%
SESA SPA DIGITAL ECOSYSTEM SRL Empoli (FI) 100,000 100.00% n.a.
252
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
DURANTE & SANGALLI SPA DIGITAL INDEPENDENT SRL Cormano (MI) 95,000 100.00% 100.00%
VAR GROUP SPA DIGITAL SECURITY SRL Empoli (FI) 119,203 Merger in Yarix Srl 96.31%
BDS SPA EMMEDI SRL Udine (UD) 121,000 Merger in BDS SPA 66.00%
UNIZON SPA ESSEDI CONSULTING SRL
Cologno Monzese
(MI)
10,000 60.00% 60.00%
APRA SPA EUROLAB SRL Fermo (FM) 10,400 Merger in Apra Spa 55.00%
BDX SPA EURO FINANCE SYSTEMS SA Parigi (FR) 150,000 66.56% 66.56%
BASE DIGITALE PLATFORM SPA EVER GREEN MOBILITY RENT SRL Scandicci (FI) 10,000 52.00% 52.00%
APRA SPA EVOTRE SRL Jesi (AN) 210,000 56.00% 56.00%
ADIACENT INTERNATIONAL SRL
FEN WO (SHANGAI) MANAGEMENT
CONSULTING CO., LTD
Shanghai 202,426 55.30% 55.30%
PMGREEN SPA GREEN4TECH SRL
Bagnolo in Piano
(RE)
20,000 85.00% 85.00%
PMGREEN SPA GREENSUN SRL
Bagnolo in Piano
(RE)
192,000 Merger in PMGREEN SPA 66.00%
PMGREEN SPA GREENSUN ADRIA D.OO Polje (SLO) 25,000 60.00% 60.00%
PMGREEN SPA GREENSUN EAST EUROPE SRL Bucarest (RO) 18,973 50.00% 50.00%
CENTOTRENTA SERVICING SPA HYPERMAST STS SRL Milano (MI) 10,000 100.00% 100.00%
VAR GROUP SPA
IBERIAN UNIT VAR GROUP SL Madrid (ES) 3,369
n.a. 62.03%
DATA SCIENCE SRL n.a. 10.98%
VAR INDUSTRIES IBERIAN SL n.a. 10.98%
WISE SECURITY GLOBAL SL 100.00% 10.98%
COMPUTER GROSS SPA ICOS SPA Bolzano (BZ) 732,930 88.00% 91.28%
ICOS SPA ICOS Deutschland GmbH in liquidazione Munchen 1,100,000 100.00% 92.50%
COMPUTER GROSS SPA
ICT LOGISTICA SRL Empoli (FI) 775,500
66.70% 66.70%
VAR GROUP SPA 33.30% 33.30%
ADIACENT S.PA. SOCIETÀ BENEFIT IDEA POINT SRL Empoli (FI) 10,000 100.00% 100.00%
YARIX SRL INDUSTRIAL CYBER SECURITY SRL Bolzano (BZ) 50,000 Merger in Yarix Srl 100.00%
PLATIX SRL IT PAS SRL Napoli (NA) 100,000 52.00% 52.00%
COMPUTER GROSS SPA ITF SRL Empoli (FI) 100,000 100.00% n.a.
CENTOTRENTA SERVICING SPA IRIS San Vito (BR) 10,000 100.00% n.a.
ADIACENT INTERNATIONAL SRL ADIACENT SUPPLY CHAIN CO., LTD Shanghai (CN) 200,000 CNY 100.00% 100.00%
PLURIBUS SRL INFOLOG SPA Modena (MO) 300,000 67.30% 67.30%
VAR INDUSTRIES SRL INNOFOUR BV Almeno (NL) 18,000 60.00% 60.00%
253
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Consolidated financial statements as of April 30, 2026
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
SESA SPA
ISD ITALY SRL Reggio Emilia (RE) 545,584
n.a. 63.05%
DIGITAL ECOSYSTEM SRL 63.28% n.a.
ISD ITALY SRL
ISD NORD SRL Reggio Emilia (RE) 16,666
18.95% 18.95%
MF SERVICES SRL 23.69% 23.69%
NEXTECH SRL 23.69% 23.69%
DATA SCIENCE OPERATIONS SRL JANUS PROFESSIONAL SERVICES SRL Sardara (CA) 10,000
Merger in Data Science
Operations Srl
100.00%
YARIX SRL KLEIS SRL Torino (TO) 10,400 61.00% 61.00%
VAR GROUP SPA
M.K. ITALIA SRL Empoli (FI) 100,000
n.a. 51.00%
DIGITAL ECOSYSTEM SRL 55.00% n.a.
7CIRCLE SRL UAN COMPANY SRL Empoli (FI) 60,000 100.00% 100.00%
METODA FINANCE SRL UFI SERVIZI SRL Roma (RM) 150,000 99.33% 99.33%
VAR GROUP SPA LEAPFROG SRL Empoli (FI) 50,000 70.00% n.a.
VAR ANDORRA SL LBS SERVEIS SL Andorra (AD) 3,000 100.00% 100.00%
DATA SCIENCE SRL DATA SCIENCE OPERATIONS SRL Empoli (FI) 10,000 100.00% 100.00%
UNIZON SPA METISOFT SPA Fabriano (AN) 154,240 87.76% 87.76%
BASE DIGITALE GROUP SPA METODA FINANCE SRL Salerno (SA) 110,000 70.00% 70.00%
ISD ITALY SRL M.F. SERVICES SRL
Campagnola Emilia
(RE)
1,000,000 100.00% 100.00%
VAR ONE SRL MYS SRL Rovigo (RO) 10,000 51.00% 51.00%
ISD ITALY SRL MTS&CARE SRL Gorlago (BG) 10,000 100.00% 100.00%
PALITALSOFT SRL NEXT STEP SOLUTION SRL Collecchio (PR) 30,000 55.00% 55.00%
7CIRCLE SRL NGS SRL Padova (PD) 10,000
Merger in
Uan Company Srl
100.00%
UBICS SRL OTCADA MEX S DE RL DE DV
Guadalajara,
Jalisco, Messico
10,000 MXN 81.00% 100.00%
PALITALSOFT SRL PAL IFM SRL Catanzaro ( CZ) 50,000 Merger in Palitalsoft Srl 55.00%
APRA SPA PALITALSOFT SRL Jesi (AN) 135,000 100.00% 55.00%
PLURIBUS SRL OMNIBUS SRL Empoli (FI) 50,000 91.00% 91.00%
VAR GROUP SPA PLURIBUS SRL Empoli (FI) 10,000 99.50% 99.50%
VAR GROUP SPA PLATIX SRL Empoli (FI) 100,000 97.00% 97.00%
COMPUTER GROSS SPA PMGREEN SPA Pontassieve (FI) 146,052 71.98% 80.43%
UNIZON SPA PV CONSULTING SRL Roma (RM) 95,000 70.00% 60.00%
DELTA PHI SIGLA SRL SIGLA TAILOR MADE SRL Empoli (FI) 10,000 51.00% 51.00%
SISTHEMA SPA SOFTHARE SARL Tunisi (TN) 250,000 TND 99.00% 99.00%
254
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
VAR GROUP SPA
STUDIO 81 DATA SYSTEM SRL Roma (RM) 150,000
50.00% 50.00%
VAR4TEAM SRL 24.00% n.a.
UAN COMPANY SRL
VAR EVOLUTION SRL in liquidazione Empoli (FI) 66,667
31.80% 31.80%
ADIACENT S.PA. SOCIETÀ BENEFIT 31.80% 31.80%
VAR INDUSTRIES SRL 31.80% 31.80%
SESA SPA
ADIACENT SPA SOCIETÀ BENEFIT Empoli(FI) 578,666
n.a. 76.96%
BDM SRL 0.77% 0.77%
DIGITAL ECOSYSTEM SRL 77.39% n.a.
APRA SPA 13.07% 13.07%
DURANTE & SANGALLI SPA SANGALLI TECNOLOGIE SRL Brusaporto (BG) 25,000
Merger in DURANTE &
SANGALLI SPA
55.00%
PMGREEN SPA SEBIC INVESTMENTS SRL Pontassieve (FI) 10,000 100.00% 100.00%
MAINT SYSTEM SRL SERTECMA SRL Milano (MI) 10,000
Merger in
Maint System Srl
100.00%
COMPUTER GROSS SPA SERVICE TECHNOLOGY SRL Arezzo (AR) 12,350 55.00% 55.00%
SESA SPA SESA GMBH Monaco (DE) 100,000 100.00% 100.00%
SESA SPA
SIMPLECYB SRL Parma (PR) 10,000
n.a. 100.00%
DIGITAL ECOSYSTEM SRL 100.00% n.a.
VAR INDUSTRIES SRL SMARTCAE SRL Firenze (FI) 100,000 51.00% 51.00%
VAR INDUSTRIES SRL SMART ENGINEERING GMBH
Buchholz in der
Nordheide
25,000 55.00% 55.00%
OMNIBUS SRL SOFT SYSTEM SRL Pordenone (PN) 99,000 60.00% 60.00%
VAR ONE SRL VAR ONE NORD EST SRL Pordenone (PN) 158,690 100.00% 100.00%
PLURIBUS SRL SISTHEMA SPA Milano (MI) 1,046,860 67.97% 67.97%
DATA SCIENCE SRL SPS SRL Bologna (BO) 10,400 100.00% 100.00%
VAR INDUSTRIES GMBH
TRIAS Mikroelektronik Schweiz GMBH in
liquidazione
Zurigo (CH) 20,000 CHF n.a. 100.00%
VAR INDUSTRIES GMBH TRIAS Microelectronics SRL Iasi (RO) 18,400 Ron 90.00% 90.00%
ADIACENT S.PA. SOCIETÀ BENEFIT SUPERRESOLUTION SRL Empoli (FI) 10,000 51.00% 51.00%
BASE DIGITALE PLATFORM SPA
TECNIKE' SRL Arezzo (AR) 10,000
n.a. 51.00%
BDM SRL Merger in BDM SRL n.a.
VAR INDUSTRIES SRL TEKNO SERVICE SRL Milano (MI) 14,000 60.00% 60.00%
IBERIAN UNIT VARGROUP SL VAR ANDORRA SL
Andorra la Vella
(AD)
3,000 70.00% 100.00%
WISE SECURITY GLOBAL SL TECH VALUE IBERICA SL Barcellona 50,000 100.00% 100.00%
VAR GROUP SPA UBICS SRL Empoli (FI) 569,220 70.45% 71.91%
255
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Consolidated financial statements as of April 30, 2026
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
VAR GROUP SPA VAR4INDUSTRIES SRL Empoli (FI) 105,040
Merger in
Var Industries SRL
79.53%
VAR GROUP SPA VAR INDUSTRIES SRL Milano (MI) 100,000 100.00% n.a.
ATS ADVANCED TECHNOLOGY
SOLUTIONS SPA
SPARKLING ROCKS SRL Milano (MI) 460,000 Merger in ATS SPA 45.00%
VAR GROUP SPA SUSTAINIT SRL Empoli (FI) 101,010 100.00% 100.00%
VAR PRIME SRL
VAR4RETAIL SRL Treviso (TV) 23,529
n.a. 85.00%
TEKNE SRL 85.00% n.a.
7CIRCLE SRL VAR ENGINEERING SRL Empoli (FI) 160,000 100.00% 96.60%
VAR GROUP SPA VAR GROUP SAS Aix-en-Provence 100,000 99.00% n.a.
SESA SPA VAR GROUP SPA Empoli (FI) 3,800,000 100.00% 100.00%
VAR GROUP SPA
VAR GROUP GMBH Monaco (DE) 25,000
66.00% 66.00%
YARIX SRL 11.00% 11.00%
DATEF SPA 11.00% 11.00%
VAR INDUSTRIES GMBH 12.00% 11.00%
VAR GROUP SPA VAR GROUP SUISSE SA Lugano (CH) 100,000 CHF 75.00% 75.00%
TEKNE SRL VAR HUB SRL Empol (FI) 33,333 Merger in Tekne Srl 100.00%
VAR GROUP SPA VAR IT SRL in liquidazione Parma (PR) 140,000 100.00% 100.00%
VAR INDUSTRIES SRL VAR INDUSTRIES IBERIAN SL Madrid (ES) 3,000 100.00% 100.00%
VAR INDUSTRIES SRL VAR INDUSTRIES GMBH Eching (DE) 51,665 100.00% 100.00%
UNIZON SPA VAR ONE SRL Empoli (FI) 258,434 96.21% 96.70%
CONSORZIO VAR GROUP VAR PA SRL Jesi (AN) 10,000 100.00% 100.00%
PLATIX SRL VAR PRIME SRL Empoli (FI) 10,152 98.50% 98.50%
7CIRCLE SRL
VSH SRL Empoli (FI)
50,000 n.a. 44.00%
MTS&CARE SRL 50,000 100.00% 23.00%
ISD ITALY SRL NEXTECH SRL
Noventa di Piave
(VE)
100,000 100.00% 100.00%
7CIRCLE SRL TECHNOLOGY CONSULTING SRL Bolzano (BZ) 200,000 Merger in Uan Company Srl 100.00%
7CIRCLE SRL VAR4YOU SRL Empoli (FI) 30,000
Merger in Var Engineering
Srl
100.00%
DATA SCIENCE SRL VISUALITICS SRL Empoli (FI) 10,582
Merger in Data Science
Operations Srl
59.50%
7CIRCLE SRL YOCTOIT SRL Monza (MB) 152,000 52.10% 52.10%
YARIX SRL
WISE SECURITY GLOBAL SL Madrid (ES) 3,693
n.a. 51.00%
VAR GROUP SPA 88.00% n.a.
WISE SECURITY GLOBAL SL WISE ABREGO SL Ceuta (ES) 3,000 100.00% n.a.
256
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
7CIRCLE SRL XAUTOMATA GMBH Klagenfurt (AT) 40,000 76.30% 76.30%
VAR ONE SRL Z3 ENGINEERING SRL Lanciano (CH) 10,500 80.00% 80.00%
VAR GROUP GMBH VISICON EDV - INTEGRATION GMBH Limeshain (DE) 91,400 80.00% n.a.
VISICON EDV - INTEGRATION GMBH VISICON SERVICE GMBH LIMESHAIN (DE) 25,050 100.00% n.a.
WISE ABREGO SL TRIB3S SL Madrid (ES) 50,000 51.00% n.a.
TRIB3S SL TRIB3S FACTORY SL Madrid (ES) 3,000 100.00% n.a.
Annex 2
ASSOCIATED COMPANIES
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
VAR PRIME SRL 4CONSULTING SRL Limena (PD) 20,000 20.00% 20.00%
7CIRCLE SRL AD CONSULTING SPA Modena (MO) 1,296,296 n.a. 19.00%
COMPUTER GROSS SPA ATTIVA SPA Brendola (VI) 4,680,000 21.00% 21.00%
YARIX GMBH Breachlabz GmbH Monaco (DE) 25,000 20.00% 20.00%
SESA SPA C.G.N. SRL Milano (MI) 100,000 47.50% 47.50%
DURANTE & SANGALLI SPA CONSORZIO STARGATE Brescia (BS) 24,000 33.33% 33.33%
METODA FINANCE SRL CONSORZIO QUINTA DIMENSIONE Salerno (SA) 341,102 27.00% 27.00%
COMPUTER GROSS SPA EMM&MME INFORMATICA SRL Lastra a Signa (FI) 94,500 19.40% 19.40%
APRA SPA ENOGIS SRL Trento (TN) 14,286 30.00% 30.00%
APRA SPA EVIN SRL Ascoli Piceno (AP) 30,000 n.a. 20.00%
VAR GROUP SPA FINCHAIN SRL Empoli (FI) 10,000 50.00% 50.00%
ATS ADVANCED TECHNOLOGY SOLUTIONS SPA FINTECH LABS SRL Bari (BA) 16,129 38.00% 38.00%
UAN COMPANY SRL GENDATA SRL Forlì (FC) 50,000 n.a. 20.00%
ADIACENT SPA SOCIETÀ BENEFIT G.G. SERVICES SRL Pontedera (PI) 10,200 33.30% 33.30%
VAR GROUP SPA GVWAY SRL
Paderno Dugnano
(MI)
150,000 30.00% 30.00%
DATEF SPA INOVA Q GMBH Vienna (AUT) 51,646 44.50% 45.00%
VAR GROUP SPA LABOVAR SRL in liquidazione Istrana (TV) 50,000 49.00% 49.00%
257
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Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
UBICS SRL LAGUNAROCK SRL Pontedera (PI) 10,000 35.00% 35.00%
BDX SPA LAW ON CHAIN S.R.L. Collecchio (PR) 50,000 n.a. 30.60%
VAR GROUP SPA NOA SOLUTION SRL Cagliari (CA) 118,000 24.00% 24.00%
UAN COMPANY SRL S.A. CONSULTING SRL Inveruno (MI) 10,000 30.00% 30.00%
COMPUTER GROSS SPA SISTEMI MANAGERIALI SRL
Pratovecchio Stia
(AR)
14,200 33.10% 33.10%
UBICS SRL THE GREENWATCHER SRL Milano (MI) 10,000 35.00% 35.00%
UAN COMPANY SRL T-STATION ACADEMY SRL Forlì (FC) 25,000 40.00% 40.00%
VAR GROUP SPA
URBANFORCE S.C.A.R.L.
in liquidazione
Empoli (FI) 28,000
28.60% 28.60%
ADIACENT SPA SOCIETÀ BENEFIT 14.30% 14.30%
VAR GROUP SPA VAR & ENGINFO SRL Empoli (FI) 70,000 30.00% 30.00%
VISICON EDV - INTEGRATION GMBH VISICON AT GMBH Leonding (AT) 35,000 40.00% n.a.
VISICON EDV - INTEGRATION GMBH VISICON SYSTEM GMBH Limeshain (DE) 25,000 45.00% n.a.
VISICON EDV - INTEGRATION GMBH LYMEZ GMBH Limeshain (DE) 25,000 50.00% n.a.
SISTHEMA SPA WEBGATE ITALIA SRL Sarezzo (BS) 40,000 30.00% 30.00%
APRA SPA WINLAKE ITALIA SRL in liquidazione Novi Ligure (AL) 10,200 n.a. 33.33%
YARIX SRL YARIX ASIA PACIFIC CO.LTD Bankok 50,000 baht 49.00% n.a.
258
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Annex 3
OTHER COMPANIES
Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
7CIRCLE SRL AIRSPOT SRL Torino (TO) 13,100 n.a. 19.1%
VAR GROUP SPA APIO SRL Pescara (PE) 14,882 9.3% 9.3%
SESA SPA A.RE.A S.C.R.L. Empoli (FI) 100,000 1.0% 1.0%
VAR GROUP SPA AXED SRL Latina (LT) 2,000,000 0.1% 0.1%
UNIZON SPA B.I.T. SRL Milano (MI) 100,000 12.5% 12.5%
SESA SPA BLUE FACTORY SRL Milano (MI) 100,000 17.0% 17.0%
VAR GROUP SPA CAP SOLUTIONS SRL Genova (GE) 100,000 15.0% 15.0%
SESA SPA
C.H. SPA (CABEL HOLDING) Empoli (FI) 12,000,000
1.9% 1.9%
VAR GROUP SPA 1.9% 1.9%
YARIX SRL
COMMERCIO.NETWORK SPA Schio (VI) 434,575
0.6% 0.6%
VAR GROUP SPA 0.6% 0.6%
UAN COMPANY SRL CONSORZIO SIS Sassari (SS) 50,000 4.0% 4.0%
VAR GROUP SPA CONSORZIO 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%
SESA SPA DV HOLDING SPA Roma (RM) 100,000 n.a. 6.0%
COMPUTER GROSS SPA EMPOLI F.B.C. SPA Empoli (FI) 1,040,000 1.0% 1.0%
VAR GROUP SPA FD SERVICE SRL Milano (MI) 100,000 2.1% 2.1%
VAR GROUP SPA FINDYNAMIC SRL Milano (MI) 28,810 1.7% 1.7%
APRA SPA G.L. ITALIA Srl Milano (MI) 10,400 18.0% 18.0%
UAN COMPANY SRL INFOSVIL SRL Firenze (FI) 20,400 10.0% 10.0%
UNIZON SPA INNORG SRL Torino (TO) 12,000 19.0% 19.0%
APRA SPA
INNOVAZIONE AUTOMOTIVE E
METALMECCANICA SOC CONS A RL
Santa Maria
Imbaro (CH)
115,000 0.6% 0.6%
COMPUTER GROSS SPA ITF SRL Empoli (FI) 100,000 n.a. 10.0%
METISOFT SPA MECCANO S.P.A. Fabriano (AN) 1,905,070 0.7% 0.7%
VAR GROUP SPA BT VAR SRL
Ozzano dell'Emilia
(BO)
50,000 19.0% 19.0%
SESA SPA PARENTSMILE SRL Vicenza (VI) 245,946 9.0% 9.0%
BDM SRL PROBLEM SOLVER SRL Roma (RM) 110,000 18.2% 18.2%
BDS SPA R & C APPALTI SRL Roma (RM) 13,600 17.0% 17.0%
DATEF SPA SAIM SRL Bolzano (BZ) 200,000 n.a. 2.5%
259
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Held by Company
Registered
office
Share capital
in Euro
Percentage held at
Apr-30-26 Apr-30-25
VAR ONE NORD EST SRL SIGEA SRL Oderzo (TV) 100,000 10.0% 10.0%
VAR GROUP SPA SMARTLABS SRL Roma (RM) 150,000 10.0% 10.0%
VAR GROUP SPA SPORTEAMS SRL Bagno a Ripoli (FI) 165,000 0.2% 0.2%
VAR GROUP SPA SYSDAT.IT SRL Pisa (PI) 100,000 10.0% 10.0%
SESA SPA TRAINECT SRL Roma (RM) 14,382 1.6% 1.6%
DELTA PHI SIGLA SRL UPSENS SRL Trento (TN) 14,134 0.6% 0.6%
VAR INDUSTRIES SRL VAR PLUS SRL Empoli (FI) 10,000 n.a. 15.0%
MF SERVICES SRL
MTS GLOBAL SERVICE SRL Empoli (FI) 66,263
2.8% 2.8%
ISD NORD SRL 5.0% 5.0%
VAR GROUP SPA VAR SOLUTIONS SRL Milano (MI) 10,000 10.0% 10.0%
APRA SPA VTF SRL Empoli (FI) 141,270 1.4% 1.4%
260
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Separate
financial
statements
as of April
30, 2026
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management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
SEPARATE INCOME STATEMENT
Year ended April 30
(in Euro) Note 2026 2025
Revenues 5 18,604,825 17,166,274
Other incomes 6 8,310,422 6,061,003
Consumables and goods for resale 7 (142,693) (99,274)
Costs for services and rent, leasing, and similar costs 8 (17,780,566) (15,684,966)
Personnel costs 9 (11,360,493) (10,891,265)
Other operating costs 10 (1,025,089) (361,286)
Amortisation and Depreciation 11 (824,778) (702,373)
Operating result - (4,218,372) (4,511,887)
Financial income 12 32,953,704 27,620,168
Financial expenses 12 (901,569) (114,458)
Profit before taxes - 27,833,764 22,993,823
Income taxes 13 376,770 488,463
Profit for the year - 28,210,534 23,482,286
SEPARATE STATEMENT OF COMPREHENSIVE INCOME
Year ended April 30
(in Euro) Note 2026 2025
Profit for the year - 28,210,534 23,482,286
Items that cannot be reclassified to the Income Statement - - -
Actuarial gain (loss) for employee benefits - Gross effect 24 (130,859) (27,279)
Actuarial gain (loss) for employee benefits - Tax effect 24 31,406 6,547
Comprehensive income for the year - 28,111,081 23,461,554
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Separate financial statements as of April 30, 2026
SEPARATE STATEMENT OF FINANCIAL POSITION
At April 30
(in Euro) Note 2026 2025
Intangible assets 14 1,402,408 866,234
Right of use 15 522,697 596,652
Property, plant and equipment 16 937,304 775,880
Investment property 17 5,167 5,459
Equity investments
18,
20
99,879,830 95,366,859
Receivables for deferred tax assets 19 3,135,232 2,555,390
Other non-current receivables and assets 20 1,324,317 7,104,299
Total non-current assets - 107,206,956 107,270,773
Current trade receivables 21 6,691,558 3,609,938
Current tax receivables 22 142,524 1,179,011
Other current receivables and assets 20 18,993,644 9,852,938
Cash and cash equivalents 23 8,456,664 184,730
Total current assets - 34,284,389 14,826,617
Total assets - 141,491,344 122,097,389
Share capital - 37,126,928 37,126,928
Share premium reserve - 7,155,658 33,144,034
Other reserves - 31,614,350 12,218,944
Profits carried forward - 28,210,534 23,482,286
Total Shareholders’ equity 24 104,107,470 105,972,192
Non-current loans 26 9,606,818 -
Financial liabilities for non-current rights of use 26 59,142 358,050
Non current financial liabilities and commitments for purchase of shares from non-controlling interests - - -
Employee benefits 27 2,155,672 2,244,534
Non-current provisions 28 429,461 -
Deferred tax liabilities 19 94,931 19,401
Total non-current liabilities - 12,346,023 2,621,985
Current loans 26 2,286,229 -
Financial liabilities for current rights of use 26 471,821 246,374
Current financial liabilities and commitments for purchase of shares from non-controlling interests - 18,000 27,000
Trade payables 29 2,485,679 2,080,600
Current tax payable 22 1,338,954 7,119
Other current liabilities 30 18,437,169 11,142,119
Total current liabilities - 25,037,852 13,503,212
Total liabilities - 37,383,875 16,125,197
Total shareholders’ equity and liabilities - 141,491,344 122,097,389
264
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
SEPARATE STATEMENT OF CASH FLOWS
Year ended April 30
(Euro thousands) Note 2026 2025
Profit for the year - 28,211 23,482
Adjustments for: - - -
Amortisation and Depreciation 11 825 703
Income taxes - (377) (488)
Accruals to provisions relating to personnel and other provisions 28 924 353
Net financial (income) expense 12 (26,725) (27,514)
Capital gains/losses from transfer and other non-monetary entries - 2,263 7,169
Cash flows generated by operating activities before changes in net working capital - 5,121 3,705
Change in trade receivables 21 (3,309) 496
Change in payables to suppliers 29 405 222
Change in other assets 20 (10,938) 496
Change in other liabilities 30 7,805 (4,438)
Employee benefits 27 (562) (298)
Change in deferred taxes 19 - -
Change in receivables and payables for current taxes 22 1,896 2,367
Interest paid - (753) (31)
Taxes paid - (133) (57)
Net cash flow generated by operating activities - (468) 2,462
Equity investments 18 (5,143) (2,162)
Investments in property, plant and equipment 16 (454) (185)
Investments in intangible assets 14 (825) (682)
Disposal of tangible and intangible assets - - -
Non-current equity investments in other companies 20 - -
Disposals of non-current equity investments in other companies 20 11,300 -
Dividends collected - 27,500 27,500
Interest collected - 54 120
Net cash flow generated by/(used in) by investment activity - 32,432 24,591
Subscription of long-term loans 26 15,000 -
Repayment of long-term loans - (3,106) -
(Reduction)/increase in short-term loans 26 (14) -
Repayment of financial liabilities for rights of use - (240) (263)
Treasury shares 24 (19,837) (11,785)
Capital increase and/or Shareholder payment 24 - -
Dividends distributed 24 (15,495) (15,495)
Net cash flow generated by/(used in) financial activity - (23,692) (27,543)
Translation difference on cash and cash equivalents - - -
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Separate financial statements as of April 30, 2026
Year ended April 30
(Euro thousands) Note 2026 2025
Change in cash and cash equivalents - 8,272 (490)
Opening balance of cash and cash equivalents 23 185 675
Closing balance of cash and cash equivalents 23 8,457 185
SEPARATE STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
See note n. 24 for the details of changes in shareholders’ equity.
Changes in separate shareholders’ equity
(Euro thousands) Share Capital
Share Premium
Reserve
Other
Reserves
Profits for the year and
profits carried forward
Shareholders’
Equity
At April 30, 2024 37,127 33,144 13,474 21,436 105,180
Actuarial gain/(loss) for employee benefits-gross - - (27) - (27)
Actuarial gain/(loss) for employee benefits – tax effect - - 6 - 6
Transactions with shareholders - - - - -
Purchase of treasury shares - - (11,785) - (11,785)
Sale of treasury shares - - - - -
Distribution of dividends - - - (15,495) (15,495)
Assignment of shares in execution of Stock Grants - - (2,559) - (2,559)
Stock Grant Plan - shares vesting in the period - - 7,169 - 7,169
Other changes - - - - -
Allocation of profit for the year - - 5,941 (5,941) -
Profit for the year - - - 23,482 23,482
At April 30, 2025 37,127 33,144 12,219 23,482 105,972
Actuarial gain/(loss) for employee benefits - gross - - (131) - (131)
Actuarial gain/(loss) for employee benefits - tax effect - - 31 - 31
Transactions with shareholders - - - - -
Purchase of treasury shares - - (24,980) - (24,980)
Sale of treasury shares - (25,988) 31,131 - 5,143
Distribution of dividends - - - (15,495) (15,495)
Assignment of shares in execution of Stock Grants - - (2,416) - (2,416)
Stock Grant Plan - shares vesting in the period - - 7,773 - 7,773
Other changes - - - - -
Allocation of profit for the year - - 7,987 (7,987) -
Profit for the year - - - 28,210 28,210
At April 30, 2026 37,127 7,156 31,614 28,210 104,107
266
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
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, organi-
sed in compliance with the legal system of the Italian Republic.
The Company and its subsidiaries (jointly the “Group”) operate
in Italy in the Information Technology sector and, in particular,
in the value-added distribution of IT software and technologies
(Value Added Solutions or VAS), in the offer of System Inte-
grator services aimed at training and supporting companies
as IT end-users (Software and System Integration), and in the
provision of security services, digital platforms and banking ap-
plications, for the finance & banking sector (BS Sector). The
subsidiaries associate and joint ventures included in the scope
of consolidation is annexed to the explanatory notes.
The Company is controlled by ITH SpA, which holds 56.88 per
cent of the share capital. In turn, ITH SpA is controlled by HSE
SpA, which holds 73.28 percent, of the share capital of ITH
SpA.
This document was approved by the Company’s Board of Di-
rectors on July 16, 2026.
These Financial Statements are subject to independent audit
by KPMG SpA.
2. Summary of Accounting Standards
The main accounting criteria and standards applied in the pre-
paration of these separate financial statements for the year
ended April 30, 2026 are illustrated below.
2.1. Basis of Preparation
The Separate financial statements for the year ended
April 30, 2026, have been prepared in accordance with the
international accounting standards (“IFRS”) issued by the
International Accounting Standards Board (“IASB”) and
approved by the European Union, and with the provisions
issued in implementation of art. 9 of Legislative Decree no.
38/2005. The “IFRS” also include all revised international
accounting standards (“IAS”), as well as all interpretations
issued by the International Financial Reporting Interpretations
Committee (IFRIC) and the previous Standing Interpretations
Committee (SIC).
The set of all standards and interpretations referred to above
is referred to below as “IFRS”. The Separate financial sta-
tements have been prepared under the assumption that the
company is a going concern, in that the Directors have verified
that there are no financial, management or other indicators
such as to indicate critical issues regarding the Company’s abi-
lity to fulfil its obligations in the foreseeable future and particu-
larly in the next 12 months. A description of how the Company
manages financial risks is contained in note 3 on “Financial
risk management”.
The Separate financial statements have been prepared and
presented in Euro, which is the currency of the prevailing
economic environment in which the Company operates. All
amounts included in this document, unless otherwise indica-
ted, are stated in Euro thousands.
The financial statement schedules and relative classification
criteria adopted by the Company within the scope of the op-
tions envisaged by IAS 1 Presentation of Financial Statements
are indicated below:
• the statement of financial position has been prepared with
the classification of assets and liabilities according to the
“current/non-current” criterion”;
• the income statement has been prepared with the classi-
fication of operating costs by type;
• the statement of comprehensive income includes, in ad-
dition to the profit for the year resulting from the income
statement, other changes in shareholders’ equity items
attributable to transactions not entered into with Company
shareholders;
• the statement of cash flows shows the cash flows from
operating activities according to the “indirect method”.
267
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Separate financial statements as of April 30, 2026
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 in-
dicated in the valuation criteria for individual items. The curren-
cy used by the Company for the presentation of the Separate
financial statements is the Euro; all amounts are expressed in
Euro thousands, except where otherwise indicated.
For the purpose of Consob disclosure on related parties, plea-
se see the specific Note 32 with details of related parties and
impact on the relative items in the financial statements. The
Separate Financial Statements provide comparative informa-
tion for the previous year.
The Separate Financial Statements were prepared in consi-
deration of all specific disclosure requirements and only the
information deemed relevant in accordance with the definition
of IAS 1.7 has been reported.
2.2. Significant accounting standards
The most significant accounting standards and valuation cri-
teria used to prepare the Separate financial statements are
briefly described below.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recognised at purchase or
production, net of accumulated depreciation and any
impairment losses. The purchase or production cost includes
all costs directly incurred to prepare the assets for use, as well
as any deinstallation and removal costs that will be incurred as
a result of contractual obligations that require restoration of the
asset to its original condition. Financial expenses, if directly
attributable to the acquisition, construction or production of
qualified assets, are capitalised and amortised on the basis of
the useful life of the asset to which they refer.
Charges incurred for ordinary and/or cyclical maintenance
and repairs are charged to the income statement when they
are incurred. Costs relating to the expansion, modernisation
or improvement of structural elements owned or under lease
are capitalised to the extent that they meet the requirements
for separate classification as an asset or part of an asset.
Assets recorded in relation to leasehold improvements are
depreciated on the basis of the duration of the rental contract,
or on the basis of the specific useful life of the asset, if lower.
Depreciation is calculated on a straight-line basis using rates
that allow depreciation of assets until the end of their useful life.
When the asset subject to depreciation consists of distinctly
identifiable elements the useful life of which differs significantly
from that of the other parts comprising the asset, depreciation
is carried out separately for each of these parts in accordance
with the component approach method.
268
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3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
The estimated indicative useful life for the various categories of property, plant and equipment is as follows:
Useful life of tangible asset categories
Class of tangible assets Useful life in years
Buildings 33
Furniture and furnishings 8
Office equipment 5
Vehicles 4
The useful life of property, plant and equipment is reviewed and updated, where applicable, at least at the end of each financial
year. Land is not subject to depreciation.
RIGHTS OF USE
Contracts for the leasing of property, plant and equipment en-
tered into as a lessee entail the recognition of an asset re-
presenting the right to use the leased asset and the financial
liability for the obligation to make the payments envisaged by
the contract. In particular, the lease liability is recognised ini-
tially as equal to the current value of the future payments to be
made, adopting a discount rate equal to the interest rate impli-
cit in the lease or, if this cannot be easily determined, using the
lessee’s incremental financing rate.
After initial recognition, the lease liability is measured at amor-
tised cost using the effective interest rate and is restated fol-
lowing contractual renegotiations, changes in rates and chan-
ges in the valuation of any contractual options envisaged. The
right of use is initially recognised at cost and is subsequently
adjusted to take into account amortisation and depreciation,
any impairment losses and the effects of any recalculations of
lease liabilities.
The company has decided to adopt certain simplifications en-
visaged by the Standard, excluding contracts with a duration
of less than or equal to 12 months (so-called “short-term”,
calculated on the residual duration at first-time adoption) and
those with a value of less than Euro five thousand (so-called
“low-value”).
INTANGIBLE ASSETS
Intangible assets are assets without physical substance that
are identifiable and capable of producing future economic be-
nefits. They are recognised at purchase or internal production
cost when it is likely that future economic benefits will be ge-
nerated from their use and the related cost can be reliably
determined. The cost includes directly attributable accessory
expenses necessary to make the assets available for use.
Development costs are recognised as intangible assets only
when the Company can demonstrate the technical feasibility
of completing the asset and that it has the ability, intention and
availability of resources to complete the asset for use or sale.
Research costs are recognised in the Income Statement. In-
tangible assets with a definite useful life are recognised net
of the provision for amortisation and any impairment losses.
Amortisation is calculated on a straight-line basis over the
estimated useful life of the asset, which is reviewed at least
annually; any changes in the amortisation criteria are applied
prospectively.
See Note 4 “Estimates and Assumptions” for more details on
the estimated useful life. Amortisation begins when the intan-
gible asset becomes available for use. Consequently, intangi-
ble assets not yet available for use are not amortised but are
subject to annual impairment tests.
The Group’s intangible assets have a definite useful life. In par-
ticular, the following main intangible assets can be identified
within the Company:
(a) Goodwill
• Goodwill, if recognised, is classified under intangible
assets with an undefined useful life and is initially reco-
gnised at cost, as described above, and subsequently
subject to impairment testing at least once a year. No wri-
te-back is allowed in the event of a previous write-down
for impairment.
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(b) Other intangible assets with a definite useful life
• Intangible assets with a definite useful life are recognised at cost, as described above, net of accumulated amortisation and
any impairment losses. Amortisation begins when the asset becomes available for use and is systematically distributed in
relation to its residual possibility of use, i.e. on the basis of its estimated useful life. The useful life estimated by the Company
for the various tangible asset categories is as follows:
Useful life of intangible assets
Class of intangible assets Useful life in years
Software licences and similar 5
Client list 10-15
Trademarks and patents 5
The useful life of intangible fixed assets is reviewed and updated, where applicable, at least at the end of each financial year.
INVESTMENT PROPERTY
Properties held for the purpose of obtaining lease payments or
for the purpose of increasing the value of the investment are
recorded under “Investment property”. They are evaluated at
purchase or production cost, plus any accessory costs, net of
accumulated depreciation and any losses in value.
EQUITY INVESTMENTS
Investments in subsidiaries are valued at purchase cost, in
accordance with the provisions of IAS 27. If there are indications
that the recoverability of the cost has, in whole or in part, failed,
the book value is reduced to the related recoverable amount,
in accordance with IAS 36. When, subsequently, this loss
ceases to exist or is reduced, the book value is increased to
the new estimated recoverable amount, which may not exceed
the original cost.
IMPAIRMENT OF NON-FINANCIAL ASSETS - REDUCTION IN
THE VALUE OF INTANGIBLE ASSETS, PROPERTY, PLANT AND
EQUIPMENT AND INVESTMENT PROPERTY
(a) Goodwill
• As previously stated, goodwill, if recognised, is subject
to impairment testing once a year or more frequently if
there are indications that its value may have been im-
paired. As of April 30, 2026, the Sesa Group has not
recognised any goodwill.
(b) Assets (intangible assets, property, plant and equipment and
investment property) with a definite useful life
• At each balance sheet date, an impairment test is carried
out to determine whether there are any indications that
property, plant and equipment, intangible assets or
investment property may have suffered a loss in value. To
this end, both internal and external sources of information
are considered. With regard to the former (internal
sources), the following are considered: the obsolescence
or physical deterioration of the asset, any significant chan-
ges in the use of the asset and the economic performance
of the asset compared to expectations. As regards
external sources, the following are considered: the trend
in the market prices of the assets, any technological,
market or regulatory discontinuities, the trend in market
interest rates or in the cost of the capital used to evaluate
the investments.
If the presence of such indicators is identified, the recoverable
value of the abovementioned assets is estimated, recording any
write-down with respect to the relative book value in the inco-
me statement. The recoverable value of an asset is the higher
between the fair value, net of sale costs, and its value in use, the
latter being the current value of estimated future cash flows for
the asset. In determining the value in use, expected future cash
flows are discounted using a pre-tax discount rate that reflects
current market evaluations of the cost of money, compared to
the period of the investment and the specific risks of the asset.
For an asset that does not generate largely independent cash
flows, the recoverable value is determined in relation to the cash
270
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management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
generating unit to which the asset belongs.
A loss in value is recognised in the income statement if the
book value of the asset, or of the related CGU to which it is
allocated, is higher than its recoverable value.
Impairment of CGUs are first recognised as a reduction in the
book value of any goodwill attributed to them and then as a
reduction in other assets, in proportion to their book value and
within the limits of their recoverable value. If the conditions for
a previously made write-down no longer exist, the book value
of the asset is restored and recorded in the income statement,
within the limits of the net book value that the asset in question
would have had if the write-down had not taken place and the
relative amortisation had been applied.
TRADE RECEIVABLES AND OTHER FINANCIAL ASSET
Based on the characteristics of the instrument and the busi-
ness model adopted for its management, the following three
categories are distinguished in compliance with IFRS 9:
(i) financial assets measured at amortised cost; (ii) financial
assets measured at fair value, recording the effects among the
other comprehensive income components; (iii) financial assets
measured at fair value, recording the effects in the income sta-
tement.
Financial assets are measured using the amortised cost
method if both of the following conditions are met:
• the financial asset management model consists of hol-
ding the financial asset for the sole purpose of collecting
the related cash flows;
• the financial asset generates, at contractually predeter-
mi-ned dates, cash flows that are exclusively representa-
tive of the return on the financial asset.
Financial assets representing debt instruments with a business
model that envisages both the possibility of collecting the con-
tractual cash flows and the possibility of realising capital gains
on disposal (so-called business model hold to collect and sell),
are measured at fair value, recording the effects under com-
prehensive income (FVTOCI).
A financial asset represented by debt securities that is not me-
asured at amortised cost or FVTOCI is measured at fai
value, recording the effects in the income statement (FVTPL).
Trade receivables are initially recognised at fair value and
subsequently measured at amortised cost using the effective
interest rate method. Trade receivables are included in current
assets, with the exception of those with a contractual maturity
in excess of twelve months from the balance sheet date, which
are classified as non-current assets.
In the case of factoring transactions for trade receivables that
do not involve transferral to the factor of the risks and rewards
associated with the receivables assigned (the Company con-
tinues to be exposed to the risk of insolvency and delayed
payment, the so-called assignments with recourse), the tran-
saction is treated in the same way as a loan secured by the
receivable subject to assignment. In this case, the receivable
assigned continues to be represented in the Company’s balan-
ce sheet and financial report until it is collected by the factor
and any advance obtained from the factor is offset by a finan-
cial payable.
The financial cost of factoring transactions is represented by
interest on the amounts advanced recognised in the income
statement on an accruals basis, which are classified as finan-
cial expense. Commissions accruing on sales with recourse
are included under financial expense, while commissions on
sales without recourse are recorded under other operating co-
sts.
IFRS 9 defines a new impairment/write-down model for these
assets, with the aim of providing useful information to users of
the financial statements on the relative expected losses.
For trade receivables, the Group adopts a simplified approa-
ch to valuation which does not require the recognition of pe-
riodic changes in credit risk, but rather the recognition of an
Expected Credit Loss (“ECL”) calculated over the entire life of
the receivable (so-called ECL lifetime).
Receivables are entirely written down in the financial state-
ments when there is objective evidence that the Company will
not be able to recover the receivable due from the counterparty
on the basis of the contractual terms.
Objective evidence includes events such as:
• significant financial difficulties of the debtor;
• legal disputes with the debtor relating to receivables;
• the likelihood that the debtor will go bankrupt or that other
financial restructuring procedures will be initiated.
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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 rein-
stated up to the value that would have derived from the appli-
cation of the amortised cost.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and bank deposits
available and other forms of short-term investment with an
original maturity of three months or less.
NON-CURRENT ASSETS HELD FOR SALE
Non-current assets with a book value that will be recovered
mainly through sale rather than through continuous use are
classified as held for sale and reported separately from other
assets in the balance sheet and financial report.
This condition is considered met when the sale is highly pro-
bable and the asset or group of assets being disposed of is
available for immediate sale in its present condition. Noncur-
rent assets held for sale are not subject to amortisation and are
measured at the lower between their book value and fair value,
minus sale costs.
A discontinued operating asset represents a part of the enter-
prise that has been disposed of or classified as held for sale
and (i) represents an important business unit or geographical
area of activity; (ii) is part of a coordinated plan to dispose of an
important business unit or geographical area of activity; or (iii)
is a subsidiary acquired solely for the purpose of being resold.
The results of discontinued operating assets are disclosed se-
parately in the income statement, net of tax effects. The corre-
sponding figures for the previous year, if any, are reclassified
and disclosed separately in the income statement, net of tax
effects, for comparative purposes.
FINANCIAL PAYABLES
Financial payables are initially recognised at fair value, net of
directly attributable accessory costs, and are subsequently
measured at amortised cost, applying the effective interest
rate method.
In compliance with IFRS 9, they also include trade payables
and payables of a varying nature. Financial payables are clas-
sified as current liabilities, except for those maturing more than
twelve months after the balance sheet date and those for whi-
ch the Company has an unconditional right to defer payment
for at least twelve months after the reference date. Financial
payables are recorded at the date of negotiation of the tran-
saction and are removed from the financial statements when
they are extinguished and when the Company has transferred
all the risks and charges relating to the instrument.
FINANCIAL LIABILITIES FOR RIGHTS OF USE
Lease agreement liabilities are initially measured at the current
value of future lease payments unpaid at the lease commence-
ment date, discounted using the interest rate implicit in the lea-
se or, if that rate cannot be readily determined, the Company’s
incremental borrowing rate. In general, the Company uses its
own incremental borrowing rate as the discount rate.
The Company determines the incremental borrowing rate by
obtaining interest rates from various external financing sour-
ces and makes certain adjustments to reflect the terms of the
lease and the type of asset leased.
Lease payments included in the measurement of the lease
liability are as follows:
• fixed payments;
• the purchase option exercise price that the Company is
reasonably certain to exercise and the penalties for early
termination of a lease, unless the Company is reasonably
certain not to terminate the lease early.
The lease liability is measured at amortised cost using the
effective interest method. It is remeasured in the event of a
change in future lease payments resulting from a change in an
index or a rate, in the event of a change in the Group’s estima-
te of the amount expected to be paid under a residual value
guarantee, in the case of a change in the Group’s assessment
of the exercise of a purchase, extension or termination option
or in the case of early termination of a purchase, extension or
termination option, or if the payment of a fixed lease is revised
in substance.
When the lease liability is remeasured in this way, an adjust-
ment corresponding to the carrying amount of the right of use
is made, or it is recognised in the income statement if the car-
rying amount of the right of use has been reduced to zero.
The Company has chosen not to recognise assets and liabili-
ties arising from the right of use for leases of low-value assets
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management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
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 non-
current assets or liabilities. Financial assets and liabilities with
a balancing entry in the income statement are initially recogni-
sed and subsequently measured at fair value and the relative
accessory costs are immediately expensed in the income sta-
tement.
Profits and losses deriving from changes in the fair value of
exchange rate derivatives are presented in the income state-
ment under financial income and expense in the period in whi-
ch they are recorded.
EMPLOYEE BENEFITS
Short-term benefits consist of wages, salaries, relative social
security charges, payments in lieu of holidays and incentives
in the form of bonuses payable in the twelve months following
the balance sheet date. These benefits are recorded as com-
ponents of payroll costs in the period in which the work is per-
formed.
Defined-benefit plans, which also include severance indemnities
due to employees pursuant to article 2120 of the Italian Civil Code
(“TFR”), include the amount of benefits payable to employees
that can only be quantified after termination of employment, and
are linked to one or more factors such as age, years of service
and remuneration; consequently, the relative cost is recorded
in the income statement on the basis of actuarial calculations.
The liability recognised in the financial statements for defined
benefit plans corresponds to the current value of the bond at
the balance sheet date. Obligations for defined benefit plans
are determined annually by an independent actuary using the
projected unit credit method. The current value of the defined
benefit plan is determined by discounting future cash flows at an
interest rate equal to that of high-quality corporate bonds issued
in Euro, which takes into account the duration of the relative
pension plan. Actuarial profits and losses arising from the above-
mentioned adjustments and changes in actuarial assumptions
are recognised in comprehensive statement of income.
As of 1 January 2007, the 2007 budget law and the relative
implementation decrees introduced significant changes to the
rules governing employee severance indemnities, including
the possibility for employees to choose the destination of their
accruing employee severance indemnities. In particular, new
flows of severance indemnity may be allocated by the em-
ployee to selected pension schemes or kept within the com-
pany. In the case of allocation to external pension funds, the
company is only required to pay a defined contribution to the
fund chosen, and from that date the newly accrued amoun-
ts are considered defined contribution plans which are not
subject to actuarial evaluation.
STOCK GRANT PLAN
In compliance with IFRS 2 - Share-based payments, the total
amount of the current value of the stock grants at the assign-
ment date is recognised entirely in the income statement under
payroll costs, with a balancing entry recognised directly under
shareholders’ equity. If there is a “vesting period” in which cer-
tain conditions must be met (achievement of goals) for the as-
signees to become holders of the right, the cost of remunera-
tion, determined on the basis of the current value of the shares
at the assignment date, is recognised under payroll costs on
a straight-line basis over the period between the assignment
date and the vesting date, with a balancing entry recognised
directly under shareholders’ equity.
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges are set aside to hedge losses
and specific expenses which definitely or probably exist but for
which the amount or date of occurrence cannot be determined.
The entry is recorded only when there is a current obligation,
legal or implicit, for a future outflow of economic resources
as a result of past events and it is probable that such outflow
is necessary for the fulfilment of the obligation. This amount
represents the best estimate of the cost of extinguishing the
obligation. The rate used to determine the current value of the
liability reflects current market values and takes into account
the specific risk associated with each liability.
When the financial effect of time is significant and the dates of
payment of the obligations can be reliably estimated, the provi-
sions are measured at the current value of the expected outlay
using a rate that reflects market conditions, the change in the
cost of money over time and the specific risk associated with
the obligation. The increase in the value of the provision, deter-
mined by changes in the cost of money over time, is recorded
as interest expense. The risks for which the occurrence of a
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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 provided
(fulfilment at a given time versus fulfilment over time).) When
the above requirements are met, the Group applies the
recognition rules described below. Revenues from the sale
of products are recognised when control connected with
ownership of the goods is transferred to the buyer, or when
the customer acquires full capacity to decide on the use of the
goods and to substantially reap all the benefits.
Revenues from services are recognised when they are
rendered with reference to the state of progress. Revenues
also include lease payments recognised on a straight-line
basis throughout the duration of the contract. Revenues are
recognised at the fair value of the price received for the sale of
products and services in the ordinary course of the Company’s
business. Revenues are recognised net of value added tax,
expected returns, allowances, discounts and certain marketing
activities carried out with the help of customers, the value of
which depends on the revenues themselves.
RECOGNITION OF COSTS
Costs are recognised when they relate to goods and services
purchased or consumed during the year or by systematic
allocation.
OTHER FINANCIAL INCOME AND EXPENSE
For all financial assets and liabilities measured at amortised
cost and interest-bearing financial assets classified as at
fair value and recognised in the Comprehensive Income
Statement, interest income and interest expense are
recognised using the effective interest rate method.
Interest income is recognised to the extent that it is likely that
the Group will reap economic benefits and their amount can be
reliably measured.
Other financial income and expenses also include changes in
the fair value of financial instruments other than derivatives.
DIVIDENDS
Dividends are recognised when the unconditional right
to receive payment is established. Dividends and interim
dividends payable to shareholders of the Parent Company
and to minority interests are recognised as a change in
shareholders’ equity on the date they are approved by
the Shareholders’ Meeting and the Board of Directors,
respectively.
TAXES
274
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
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.
Tax Consolidation
Sesa SpA exercises, as a consolidated company, the option for
the domestic tax consolidation regime (pursuant to Article 117
et seq. of the TUIR — Italian Consolidated Income Tax Act),
which allows IRES (corporate income tax) to be determined
on a single taxable base corresponding to the algebraic sum
of the positive and negative taxable amounts of the individual
participating companies, together with Sesa SpA, the latter
acting as the consolidating company
.
2.3 Newly issued accounting standards
Listed below are the standards that had already been issued
on the date of preparation of the Sesa financial statements but
were not yet in force. The list refers to standards and interpre-
tations that the Group expects will be reasonably applicable in
the future. Sesa intends to adopt these standards when they
become effective.
AMENDMENTS TO IAS 21: LACK OF EXCHANGEABILITY
In August 2023, the International Accounting Standards Board
(IASB) published an amendment entitled “Amendments to IAS
21 The Effects of Changes in Foreign Exchange Rates: Lack
of Exchangeability”. The document clarifies when a currency
is exchangeable into another currency and requires an entity
to identify a methodology to be applied consistently in order
to assess whether a currency can be exchanged into another
and, when this is not possible, how to determine the exchange
rate to be used and the disclosure to be provided in the notes
to the financial statements. The adoption of this amendment
did not have any effect on the Group’s Separate financial sta-
tements.
2.4 Accounting standards, amendments and inter-
pretations not yet applicable
The standards that, as of the date of preparation of the Group’s
Consolidated financial statements, had already been issued
but were not yet effective, and which have not been early
adopted by the Group, are illustrated below.
IFRS 18 PRESENTATION AND DISCLOSURE IN FINANCIAL
STATEMENTS
IFRS 18 will replace IAS 1 Presentation of Financial Statements
and will apply from the years beginning on January 1, 2027.
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Separate financial statements as of April 30, 2026
The new accounting standard introduces the following changes:
• Entities will have to classify all income and expense items into the following five categories of the statement of profit/(loss) for the
year: operating activities, investing activities, financing activities, discontinued operations and income taxes. In addition, entities
will have to present the operating result, as defined by IFRS 18, as a new subtotal. The profit/(loss) for the year of the entities
will not change;
• The performance indicators defined by company management (MPM) will have to be indicated in a single note to the financial
statements;
• The standard provides specific guidance on the methods of aggregating and disaggregating information in the financial
statements.
In addition, all entities will have to use the operating result subtotal as the starting point of the statement of cash flows when it is
presented using the indirect method. The Group is still assessing the effect of applying the new accounting standard.
Other standards
Document title Entry into force*
Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7) January 1, 2026
Annual cycle of improvements to IFRS accounting standards – Volume 11 (Amendments to IAS 7 and IFRS 1, 7, 9, 10) January 1, 2026
Contracts linked to nature-dependent electricity (Amendments to IFRS 9 and IFRS 7) January 1, 2026
Conversion into a presentation currency of a hyperinflationary economy (Amendments to IAS 21) January 1, 2027
IFRS 19 Subsidiaries without ‘public accountability’: disclosures and subsequent amendments to IFRS 19 January 1, 2027
*For financial years beginning on or after 1 January.
The Group is assessing whether the accounting standards, amendments and interpretations not yet adopted will have an impact on
the consolidated financial statements..
3. Financial Risk Management
The Company’s assets are exposed to credit risk.
The Company’s risk management strategy aims to minimise potential negative effects on the Company’s financial performance.
Risk management is centralised in the treasury function, which identifies, evaluates and hedges financial risks. The treasury fun-
ction provides indications for monitoring risk management, as well as indications for specific areas, concerning interest rate risk,
exchange rate risk.
MARKET RISK
The Company is exposed to market risks only with regard to credit risk.
INTEREST RATE RISK
The Company’s capital structure is characterised by a structurally positive net financial position and is therefore not exposed to
interest rate risk.
EXCHANGE RATE RISK
276
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
In the year ended April 30, 2026, the Company did not operate in currencies other than the Euro.
CREDIT RISK
The credit risk is represented by exposure to potential losses that may derive from failure to fulfil obligations undertaken by custo-
mers. To mitigate the credit risk related to commercial counterparties, and therefore customers, the Company has implemented
procedures to ensure that services are supplied to customers considered reliable on the basis of past experience and available
information. Furthermore, the Company constantly monitors its commercial exposure and ensures that receivables are collected
in compliance with the contractual deadlines. We would also point out that the company’s exposure is concentrated mainly on
companies belonging to the Sesa Group. The credit risk deriving from normal operations is constantly monitored using customer
information and assessment procedures, with the creation of a provision for bad debts.
The following table provides a breakdown of current customer receivables as at April 30, 2026 and 2025, grouped by due date, net
of the provision for bad debts.
Year ended April 30
2026 2025
Yet to mature 2,278 919
Expired by 0-30 days 293 140
Expired by 31-90 days 86 98
Expired by 91-180 days 39 1
Expired by 181-360 days 21 9
Expired by over 361 days 39 40
Total 2,756 1,208
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, 2026 and April 30, 2025
At 30 April, 2026
(Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 year
Current and non-current loans 11,893 2,286 9,607 -
Financial liabilities for rights of use 531 472 59 -
Trade payables 2,486 2,486 - -
Other current and non-current payables 19,794 19,794 - -
At 30 April, 2025
(Euro thousands) Book value Within 12 months Between 1 and 5 years Over 5 year
Current and non-current loans - - - -
Financial liabilities for rights of use 604 246 358 -
Trade payables 2,081 2,081 - -
Other current and non-current payables 11,176 11,176 - -
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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: at amortised cost in the case of financial assets relating to the “hold to collect” business model; at fair value, recorded
under other comprehensive income components in the case of financial assets relating to the “hold to collect and sell” business
model.
A financial asset representing a debt instrument that is not measured at amortised cost or FVTOCI is measured at fair value, recor-
ding the effects in the income statement.
The fair value of trade receivables and other financial assets, trade payables and other payables and other financial liabilities, re-
corded under “current” items of the statement of financial position measured using the amortised cost method, as these are mainly
assets underlying commercial transactions the settlement of which is envisaged in the short term, does not differ from the book
values of the financial statements at April 30, 2026 and April 30, 2025.
Non-current financial assets and liabilities are settled or measured at market rates and their fair value is therefore deemed to be
substantially in line with current book values.
The following table provides a breakdown of financial assets and liabilities by category as of April 30, 2026 and April 30, 2025:
At April 30, 2026
(Euro thousands)
Assets and liabilities at
amortised cost
Asset at
FVOCI
Assets and
liabilities at FVPL
Derivative financial
instruments
Total
Assets - - -
Current trade receivables 6,692 - - - 6,692
Other current and non-current assets 23,596 - - - 23,596
Cash and cash equivalents 8,457 - - - 8,457
Total assets 38,744 - - - 38,744
Liabilities - -
Current and non-current loans 11,893 - - 11,893
Financial liabilities for rights of use 531 - - - 531
Trade payables 3,076 - - - 3,076
Other current liabilities 19,204 - - - 19,204
Total liabilities 34,704 - - - 34,704
The other current/non current assets mainly refer to receivables for DTA/current taxes, current taxes, equity investments in other
companies and receivables for Ires and VAT regarding companies in Group Tax Consolidation and group’s VAT.
278
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
At April 30, 2026
(Euro thousands)
Assets and liabilities at
amortised cost
Assets at
FVOCI
Assets and
liabilities at FVPL
Derivative financial
instruments
Total
Assets
Current trade receivables 3,609 - - - 3,609
Other current and non-current assets 20,592 - - - 20,592
Cash and cash equivalents 185 - - - 185
Total assets 24,386 - - - 24,386
Liabilities - -
Current and non-current loans - - - -
Financial liabilities for rights of use 604 - - - 604
Trade payables 2,081 - - - 2,081
Other current liabilities 11,176 - - - 11,176
Total liabilities 13,861 - - - 13,861
FAIR VALUE ESTIMATE
IFRS 13 defines fair value as the price that would be received
for the sale of an asset or paid for the transfer of a liability at
the measurement date in a free transaction between market
operators.
The fair value of financial instruments listed on an active
market is based on the market prices on the closing date. The
fair value of instruments that are not listed on an active market
is determined using valuation techniques based on a series of
methods and assumptions linked to market conditions at the
balance sheet date.
The following table shows the classification of the fair values of
financial instruments on the basis of the following hierarchical
levels:
• Level 1: Fair value determined with reference to listed
(unadjusted) prices on active markets for identical finan-
cial instruments;
• Level 2: Fair value determined using valuation techniques
with reference to variables observable on active markets;
• Level 3: Fair value determined using valuation techniques
with reference to variables that cannot be observed on
active markets.
4. Estimates and Assumptions
The preparation of the financial statements requires the
application by the directors of accounting standards and
methods that, in some circumstances, are based on difficult
and subjective assessments and estimates based on historical
experience and assumptions that are considered reasonable
and realistic in relation to the relative circumstances.
The application of these estimates and assumptions influences
the amounts reported in the financial statements, the statement
of financial position, the income statement, the statement of
comprehensive income, the statement of cash flows and the
notes provided.
The final results of the financial statement items for which
the above estimates and assumptions have been used may
differ from those reported in financial statements that record
the effects of the occurrence of the estimated event, due to
the uncertainty that characterises the assumptions and the
conditions on which the estimates are based.
Here is a brief description of the areas that require greater
subjectivity on the part of directors in making estimates and for
which a change in the conditions underlying the assumptions
used could have a significant impact on the financial data.
a. Reduction of value of assets
In compliance with the accounting standards applied by the
Company, property, plant and equipment, intangible assets
and investment property are tested for impairment, which
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Separate financial statements as of April 30, 2026
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.
The determination of these provisions involves complex
accounting estimates based on a number of factors, including
customer type, the ageing of the receivable, insurance
cover and any other information available. Estimates and
assumptions are reviewed on a regular basis and the effects
of any change are recognised in the income statement in the
period in which they arise.
d. Employee benefits
The current value of the pension funds recorded in the sepa-
rate financial statements depends on an independent actuarial
calculation and on the various assumptions taken into consi-
deration. Any changes in assumptions and in the discount rate
used are promptly reflected in the calculation of the current
value and could have a significant impact on the data in the
financial statements. The assumptions used for the actuarial
calculation are reviewed annually.
The current value is determined by discounting future cash
flows at an interest rate equal to that of high-quality corporate
bonds issued in the currency in which the liability will be liqui-
dated and which takes into account the duration of the relative
pension plan. For further information, see notes 27 Employee
benefits and 9 Personnel costs.
5. Revenues
All Company revenues are generated in Italy. The revenues
item is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Provision of services and other revenues 18,605 17,166
Total 18,605 17,166
Revenues refer mainly to administration, finance and auditing services, personnel management, and management of information
systems supplied to Sesa Group companies. The growth is attributable to the expansion of the perimeter.
280
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
6. Other income
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Leases and rents 36 36
Other income 8,274 6,025
Total 8,310 6,061
The lease item refers to rents receivable for the premises located in Rome.
Other income refers mainly to the recovery of costs incurred on behalf of other Group companies and, residually, to the reversible
remuneration of the Chairman of the Board of Directors and of the two Executive Deputy Chairmen for the activities carried out with
regard to subsidiaries.
7. Consumables and goods for resale
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Consumables and other purchases 143 99
Total 143 99
8. Costs for Services and rent, leasing and similar costs
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Technical assistance for hardware and software maintenance 583 502
Consulting activities 10,762 9,981
Rentals and hires 436 448
Marketing 152 127
Insurance policies 142 181
Utilities 159 151
Support and training expenses 143 136
Maintenance 45 10
Other service expenses 5,359 4,149
Total 17,781 15,685
281
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Separate financial statements as of April 30, 2026
The increase in costs for services and lease of third-party assets of Euro 2,096 thousand is mainly related to the costs incurred for
the development of new projects serving the group (in particular projects relating to cybersecurity)..
9. Personnel Costs
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Wages and salaries 8,145 7,586
Social security payments 2,468 2,308
Contributions to defined contribution pension funds 198 443
Reimbursements and other personnel cost 549 554
Total 11,360 10,891
The following table shows the average and precise number of Company employees:
Number of employees at April 30
(in units) 2026 2025
Executives 6 7
Middle Management 24 18
Office Staff 157 158
Interns 3 2
Total 190 185
The number of employees as at 30 April 2026 is 190 (of which 6 Executives, 24 Middle Managers, 157 Office Workers and 3 Trai-
nees), compared to 185 in the previous year.
10. Other Operating Costs
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Provisions for bad debts 228
Duties and taxes 129 68
Provisions for risks and charges 429
Other Operating Costs 239 293
Total 1,025 361
The provision for bad debts takes into account the risk of non-recovery of the receivable due from the subsidiary Sesa GmbH, whilst
the provision for risks and charges reflects the risk associated with the non-repayment of loans granted to the subsidiary Value-
282
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
4Cloud. The item “Other operating costs”mainly comprises costs relating to membership fees, charges incurred for the completion
of chamber of commerce formalities for companies falling within the scope of the administrative, financial and control services
provided, as well as other miscellaneous operating expenses.
11. Amortisation
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Intangible assets 288 127
Right of use 245 257
Property, plant and equipment 292 318
Total 825 702
12. Financial Income and Expenses
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Commissions and other financial expense (753) (7)
Other passive interests (73) (31)
Financial expense related to severance indemnities (76) (75)
Exchange losses - (1)
Total financial expense (902) (114)
Other Income interest 19 40
Other financial income 5,400 -
Bank interest income - 80
Financial income from unconsolidated group companies 35 -
Dividends from shareholdings 27,500 27,500
Total financial income 32,954 27,620
Net financial income 32,052 27,506
This item mainly includes the dividends collected as at 30 April 2026, amounting to Euro 27.5 million, in line with the dividends col-
lected as at 30 April 2025, and the capital gain of Euro 5.4 million from the disposal of the investment in DV Holding.
283
www.sesa.it
Separate financial statements as of April 30, 2026
13. Income taxes
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Current taxes 95 (529)
Deferred taxes relating to previous years (472) 41
Total (377) (488)
Sesa SpA, in its capacity as consolidated company, has exercised the option for the national tax consolidation regime (pursuant to
art. 117 et seq. of the Consolidated Income Tax Act), which allows the determination of IRES on a single taxable base corresponding
to the algebraic sum of the positive and negative taxable amounts of the individual participating companies, together with Sesa SpA,
the latter as consolidating company. Also participating in the tax consolidation are four other companies controlled by Sesa SpA,
specifically Ict Logistica Srl, Var Group SpA, Base Digitale Group SpA and BDM SRL. The latter two companies became part of the
tax consolidation starting from the last year, through the joint option exercised by the consolidating company Sesa SpA when filing
the Unico 2023 tax return. The option is automatically renewed from year to year in the absence of communication to the contrary
by the company. In the preparation of the financial statements, the effects of the transfer of the tax positions deriving from the tax
consolidation, as regulated by the consolidation agreement in force, have therefore been taken into account and, in particular, the
consequent credit/debit relationships with the consolidating company have been recorded.
In the preparation of the financial statements, the effects of the transfer of the tax positions deriving from the tax consolidation,
as regulated by the relative consolidation agreements in force, have therefore been taken into account and, in particular, the
consequent credit/debit relationships with the consolidated companies have been recorded. The option to join the Group’s VAT
regime was also renewed with a special form sent to the Italian Revenue Department. Consequently, since that date, Sesa SpA has
acted as liquidator of VAT credit/debit positions also for its subsidiaries within the scope of consolidation.
The following table shows the reconciliation of the theoretical tax burden with the actual tax burden for the years ended April 30,
2026 and April 30, 2025:
Year ended April 30
(Euro thousands) 2026 2025
Result before taxes 27,834 - 22,994 -
Theoretical taxes 6,680 24.00% 5,519 24.00%
Taxes relating to previous years - - 102 -
Subsidised taxation on dividends 330 - 330 -
Other differences (7,063) - (6,502) -
IRAP, including changes in deferred tax assets and liabilities (324) - 63 -
Actual tax imposition (377) - (488) -
The differences between theoretical taxes and the actual subsidised taxation on dividends received by the Company are included
in “Other differences”.
284
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
14. Intangible Assets
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, 2024 - 311 - 311
Of which:
- historical cost 25 749 9 783
- accumulated amortisation (25) (438) (9) (472)
Investments - 682 - 682
Disinvestments - - - -
Amortization - (127) - (127)
Balance at April 30, 2025 - 866 - 866
Of which:
- historical cost 25 1,431 9 1,465
- accumulated amortisation (25) (565) (9) (599)
Investments - 823 - 823
Disinvestments - - - -
Amortization - (287) - (287)
Balance at April 30, 2026 - 1,402 - 1,402
Of which:
- historical cost 25 2,254 9 2,288
- accumulated amortisation (25) (852) (9) (886)
The balance of intangible assets as at 30 April 2026 consists mainly of software and software licenses used by the company. The
company made investments of Euro 817 thousand relating to the operational digital platforms for the provision of services and
consultancy in the human resources area and in the administration, finance and control area, as well as for the IT infrastructure.
15. Right of use
The item in question is detailed as follows:
Right of use
(Euro thousands) Total
Balance at April 30, 2024 528
Of which:
- historical cost 851
- accumulated amortisation (323)
Investments 325
Disinvestments -
285
www.sesa.it
Separate financial statements as of April 30, 2026
Right of use
(Euro thousands) Total
Amortization (257)
Balance at April 30, 2025 596
Of which:
- historical cost 999
- accumulated amortization (403)
Investments 171
Disinvestments -
Amortization (244)
Balance at April 30, 2026 523
Of which:
- historical cost 1,070
- accumulated amortization (547)
The right of use includes mainly the costs for the subscription of car rentals for the employees.
16. Property, plant and equipment
The item in question is detailed as follows:
Property, plant and equipment
(Euro thousands) Office equipment Leasehold improvements
Other property,
plant and equipments
Total
Balance at April 30, 2024 904 - 3 907
Of which:
- historical cost 2,256 108 151 2,515
- accumulated amortization (1,352) (108) (148) (1,608)
Investments 185 - - 185
Disinvestments - - - -
Amortization (315) - (3) (318)
Balance at April 30, 2025 774 - - 774
Of which:
- historical cost 2,441 108 151 2,700
- accumulated amortization (1,667) (108) (151) (1,926)
Investments 45 30 380 455
Disinvestments - - - -
Amortization (264) (1) (27) (292)
286
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Property, plant and equipment
(Euro thousands) Office equipment Leasehold improvements
Other property,
plant and equipments
Total
Balance at April 30, 2026 555 29 353 937
Of which:
- historical cost 2,486 138 531 3,155
- accumulated amortization (1,931) (109) (178) (2,218)
Investments in the year ended 30 April 2026 mainly include, within property, plant and equipment, the acquisition of IT infrastructure
for the corporate services activity carried out by the Company on behalf of the Group companies.
17. Investment Property
The item in question is detailed as follows:
Investment Property
(Euro thousands) Land Building Total
Balance at April 30, 2024 - 6 6
Of which:
- historical cost - 10 10
- accumulated amortization - (4) (4)
Amortization - (1) (1)
Balance at April 30, 2025 - 5 5
Of which:
- historical cost - 10 10
- accumulated amortization - (5) (5)
Balance at April 30, 2026 - 5 5
Of which:
- historical cost - 10 10
- accumulated amortization - (5) (5)
18. Equity Investments
The item in question is detailed as follows:
Year ended April 30
(Euro thousands) 2026 2025
Subsidiary companies
Computer Gross SpA 53,163 53,163
Var Group SpA 13,999 13,999
287
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Separate financial statements as of April 30, 2026
Base Digitale Group SpA 28,284 23,091
Adiacent SpA - 3,118
Sesa GMBH - 100
Simplecyb Srl - 10
Isd Italy Srl - 892
Digital Ecosystem Srl 4,010 -
Total subsidiaries 99,456 94,373
Associated companies
C.G.N. Srl 424 994
Total equity investments 99,880 95,367
The book value, equity and ownership interest of the main subsidiaries are set out below:
Share of earnings of major subsidiaries
(Euro thousands) Book Value Shareholder’s equity Shareholder’s equity part % ownership
Computer Gross SpA 53,163 314,964 314,964 100.00%
Var Group SpA 13,999 56,207 56,207 100.00%
Base Digitale Group SpA 28,284 17,481 17,481 100.00%
Digital Ecosystem Srl 4,010 4,009 4,009 100.00%
The book value of the investment in Base Digitale Group SpA is supported by the company’s ability to generate income and cash
flows in future years. A complete list of subsidiaries, together with the relevant ownership interests, is set out below.
Subsidiary companies
% ownership
Computer Gross SpA 100.00%
Var Group SpA 100.00%
Base Digitale Group SpA 100.00%
Digital Ecosystem Srl 100.00%
Sesa GMBH 100.00%
Value4cloud Srl 100.00%
At the end of the year, the Company assessed the possible presence of indicators of impairment losses, identifiable through internal
and external sources of information. The analysis carried out did not identify any indicators of impairment of the equity investments
recognized in the financial statements. In particular, for the lead companies of the Group’s business segments, Computer Gross
S.p.A., Base Digitale Group S.p.A. and Var Group S.p.A., the value of the segment’s equity as reported in the asset disclosure
by operating segment in the Consolidated Financial Statements was compared with the carrying amount of the investment. This
comparison showed that the values of the segment equity are higher than the carrying amounts of the investments. Furthermore,
the segment EBITDA and the economic projections for the coming years are positive. Therefore, no trigger event occurred and no
impairment procedure was carried out.
The changes in the Equity investments item are shown below:
288
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
Changes in equity investments
(Euro thousands) Equity Investments
Balance at April 30, 2024 93,280
Changes:
- Purchases or subscriptions 2,087
- Sales -
Balance at April 30, 2025 95,367
Changes:
- Purchases or subscriptions 9,202
- Sales (4,689)
Balance at April 30, 2026 99,880
The “Purchases or subscriptions” item includes the exchange of the shares held by Marco Bassilichi and Leonardo Bassilichi in the
equity investment Base Digitale Group SpA for part of the treasury shares of Sesa SpA, amounting to Euro 5,143 thousand, and the
establishment of the company Digital Ecosystem Srl through the contribution of the equity investments held in Adiacent SpA società
benefit and Isd Italy Srl, amounting to Euro 4,010 thousand.
The “Sales and write-downs” item includes the effect of the contribution of the equity investments held in Adiacent SpA società
benefit and Isd Italy Srl in the transaction described above; the disposal of 100% of the equity investment Simplecyb Srl; the wri-
te-down of the equity investment held in Sesa GmbH; and the write-down of the CGN equity investment as a result of the dividends
distributed by the company.
19. Deferred Tax Assets and Liabilities
The expected maturity of receivables for deferred tax assets and liabilities can be broken down as follows:
At April 30
(Euro thousands) 2026 2025
Deferred tax assets within 12 months 3,135 2,555
Total deferred tax assets 3,135 2,555
Deferred tax liabilities within 12 months - -
Deferred tax liabilities after 12 months 95 19
Total deferred tax liabilities 95 19
Net changes in these items are detailed as follows:
At April 30
(Euro thousands) 2026 2025
Opening balance 2,536 2,467
Impact on income statement 476 63
Impact on the statement of comprehensive income 31 6
Reclassification - -
289
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Separate financial statements as of April 30, 2026
At April 30
(Euro thousands) 2026 2025
Closing balance: 3,043 2,536
Of which:
- receivables for deferred tax assets 3,135 2,555
- deferred tax liabilities 95 19
Changes in deferred tax assets can be broken down as follows:
Deferred tax assets
(Euro thousands)
Differences in value of tangible
and intangible asset
Provisions for risks and charges
and other provisions (stock grant)
Employee
benefits
Other
entries
Total
Balance at April 30, 2024 10 2,463 3 2,476
Impact on income statement 1 78 - 79
Impact on the statement of comprehensive income - - - -
Other changes
Balance at April 30, 2025 11 2,541 3 2,555
Impact on income statement - 580 - 580
Impact on the statement of comprehensive income - - - -
Other changes 3 (3)
Balance at April 30, 2026 11 3,124 - 3,135
Changes in deferred tax assets can be broken down as follows:
Deferred tax assets
(Euro thousands)
Differences in value of
tangible and intangible asset
Employee benefits Other entries Total
Balance at April 30, 2024 3 6 - 9
Reclassification - 16 - 16
Impact on income statement - (6) - (6)
Balance at April 30, 2025 3 16 - 19
Impact on income statement - 107 - 107
Impact on the statement of comprehensive
income
- (31) - (31)
Other changes (3) 3 - -
Balance at April 30, 2026 - 95 - 95
290
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
20. Other current and non-current receivables
The item in question is detailed as follows:
At April 30
(Euro thousands) 2026 2025
Non-current receivables from others - -
Non-current investments in other companies 1,324 7,004
Total other non-current receivables and assets 1,324 7,004
Current receivables from subsidiaries 16,584 8,695
Current receivables from others 126 72
Accrued income and prepaid expenses 2,284 1,086
Total other current receivables and assets 18,994 9,853
Other non-current receivables and assets decreased from Euro 7,004 thousand as at 30 April 2025 to Euro 1,324 thousand as at
30 April 2026 and relate to the disposal of the equity investment in DV Holding S.p.A. Other current receivables and assets incre-
ased from Euro 9,853 thousand as at 30 April 2025 to Euro 18,994 thousand as at 30 April 2026 and relate mainly to the increase
in receivables from parent companies.
21. Current Trade Receivables
The item in question is detailed as follows:
At April 30
(Euro thousands) 2026 2025
Trade receivables 6,348 3,462
Provision for bad debts (44) (46)
Trade receivables net of the provision for bad debts 6,304 3,416
Receivables from subsidiaries 328 157
Receivable from associates - -
Receivables from parent companies 60 36
Total current trade receivables 6,692 3,609
The table below shows changes in the provision for bad debts:
Changes provision for bad debts
(Euro thousands) Provision for bad debts
Balance at April 30, 2024 46
Use -
Balance at April 30, 2025 46
291
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Separate financial statements as of April 30, 2026
Changes provision for bad debts
(Euro thousands) Provision for bad debts
Use (2)
Balance at April 30, 2026 44
22. Current tax liabilities and receivables
At April 30
(Euro thousands) 2026 2025
Current tax receivables 143 1,179
Total current tax receivables 143 1,179
Current tax liabilities 1,339 7
Total current tax liabilities 1,339 7
Current tax liabilities increased from Euro 7 thousand as at 30 April 2025 to Euro 1,339 thousand as at 30 April 2026 and relate
mainly to liabilities for consolidated IRES.
23. Cash and equivalents
At April 30
(Euro thousands) 2026 2025
Bank and postal deposits 8,457 185
Cash - -
Total 8,457 185
For the details of the cash changes see the cash flow statement.
24. Shareholders’ Equity
SHARE CAPITAL
As of April 30, 2026, the Company’s share capital, fully subscribed and paid up, amounts to Euro 37,127 thousand and consists of
15,185,590 ordinary shares, all without par value. The Company has no outstanding warrants or shares other than ordinary shares.
As of April 30, 2026, Sesa SpA holds 44,946 treasury shares, equal to 0.3% of the share capital (44,496 at the date of this Report),
purchased at an average price of Euro 84.40 under the treasury share buyback program implemented by the resolution of the Com-
pany’s Ordinary Shareholders’ Meeting of August 27, 2025. In accordance with international accounting principles, these instrumen-
ts are deducted from the company’s net equity. The 2024-2026 Stock Grant Plan provides, upon achievement of the objectives set
by April 30, 2026, for the allocation of 59,250 ordinary “Annual” shares to the beneficiaries, 63,500 “Three-Year” shares, and 6,500
“Extra Bonus” shares, most of which are already available in the company’s treasury share portfolio; the remaining amount may be
292
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
purchased following the continuation of the buyback plan in the new financial year ending April 30, 2027. Furthermore, 5,000 shares
are available for allocation as Extra Bonus relating to the 2021-2023 three-year plan. The remainder to be allocated pursuant to
the 2024-2026 Stock Grant Plan in the financial year ending April 30, 2027 are 9,750 “Three-Year” shares and 6,500 “Extra Bonus”
shares; in the financial year ending April 30, 2028, 9,750 “Three-Year” shares and 6,500 “Extra Bonus” shares.
The table below provides details of changes in shares in circulation and treasury shares during the year:
Shareholders’ Equity
Number of shares
Situation at April 30, 2025
Shares issued 15,494,590
Treasury shares in portfolio 151,478
Shares in circulation 15,343,112
Situation at April 30, 2026
Shares issued 15,185,590
Treasury shares in portfolio 44,946
Shares in circulation 15,140,644
It should be noted that during the year 309,000 treasury shares were cancelled. The total number of shares as at April 30, 2026
amounts to 15,185,590.
The shareholders who, as of April 30, 2026, hold a significant interest in the share capital with voting rights of the Issuer are as
follows:
Declarant Direct shareholder
Number of shares
with voting rights held
% of total share capital
with voting rights
HSE SpA ITH SpA 8,638,121 72.086%
FMR LLC Fidelity Management & Research Company LLC 529,516 2.251%
FMR LLC Fidelity Management Trust Company 46,771 0.199%
FMR LLC FIAM LLC 144,779 0.615%
There are no other shareholders, apart from those highlighted above, with a significant interest (exceeding 3%) who have notified
Consob and Sesa SpA pursuant to art. 117 of Consob Regulation no. 11971/99 regarding the notification obligations for significant
interests. ITH SpA holds 8,638,121 shares, equal to 56.88% of the share capital, of which 8,183,323 shares are recorded in the
increased voting list and have already accrued the related right, bringing the overall percentage of votes exercisable at the sha-
reholders’ meeting to 72.09%.
OTHER RESERVES
The “Other reserves” and “Minority actuarial profit reserve” items can be broken down as follows:
293
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Separate financial statements as of April 30, 2026
Other reserves
(Euro thousands)
Legal
reserve
Treasury
Shares
Actuarial profit
(loss) reserve
Miscellaneous
reserves
Total other
reserves
At April 30, 2024 5,928 (5,146) 32 12,660 13,474
Actuarial gain/(loss) for employee benefits - gross - - (27) - (27)
Actuarial gain/(loss) for employee benefits - tax effect - - 6 - 6
Purchase of treasury shares (11,785) - - (11,785)
Sale/cancellation of treasury shares - - - - -
Distribution of dividends - - - - -
Assignment of shares in execution of the Stock Grant Plan - 4,407 - (6,966) (2,559)
Stock Grant plan - shares vesting in the period - - - 7,169 7,169
Other changes - - - - -
Allocation of profit for the year 1,072 - - 4,869 5,941
At April 30, 2025 7,000 (12,524) 11 17,732 12,219
Actuarial gain/(loss) for employee benefits - gross - - (131) - (131)
Actuarial gain/(loss) for employee benefits - tax effect - - 31 - 31
Purchase of treasury shares (24,980) - - (24,980)
Sale/cancellation of treasury shares - 31,131 - - 31,131
Distribution of dividends - - - - -
Assignment of shares in execution of the Stock Grant Plan - 2,579 - (4,995) (2,416)
Stock Grant plan - shares vesting in the period - - - 7,773 7,773
Other changes - - - - -
Allocation of profit for the year 1,072 - - 6,915 7,987
At April 30, 2026 8,072 (3,794) (89) 27,425 31,614
25. Earnings per Share
For the calculation of earnings per share and diluted earnings per share, see the notes to the Group’s consolidated financial sta-
tements.
26. Current and Non-current Loans
The table below provides a breakdown of this item at April 30, 2026 and April 30, 2025:
294
1. The Sesa Group 2. Strategy and risk
management
3. Performance as of
April 30, 2026
5. Consolidated
financial statements
as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
At April 30, 2026
(Euro thousands) Within 12 months Between 1 and 5 years Over 5 years Total
Short-term loans 2,286 9,607 - 11,893
Current debts and commitments for the purchase
of shares from minority shareholders
18 - - 18
Financial liabilities for right use 472 59 - 531
Total 2,776 9,666 - 12,442
At April 30, 2025
(Euro thousands) Within 12 months Between 1 and 5 years Over 5 years Total
Short-term loans - - - 0
Current debts and commitments for the purchase
of shares from minority shareholders
27 - - 27
Finalcial liabilities for right use 246 358 - 604
Total 273 358 0 631
A summary of the net financial position is provided below:
At April 30
(Euro thousands) 2026 2025
A. Cash equivalents 8,457 185
B. Cash equivalents to cash - -
C. Other current financial assets 228 900
D. Liquidity (A) + (B) + (C) 8,685 1,085
E. Current financial debt (including debt instruments but excluding the current portion of non-current financial debt) 18 27
F. Current portion of non-current financial debt 2,758 246
G. Current financial debt (E) + (F) 2,776 273
H. Net current financial debt (G) - (D) (5,909) (812)
I. Non-current financial debt (excluding current portion and debt instruments) 9,666 358
J. Debt Instruments - -
K.Trade and other current payables - -
L. Non-current financial debt (I) + (J) + (K) 9,666 358
M. Net financial debt (H) + (L) 3,757 (454)
27. Employee Benefits
This item includes the provision for severance indemnities (TFR) for employees. Changes in this item are detailed as follows:
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Separate financial statements as of April 30, 2026
Year ended April 30
(Euro thousands) 2026 2025
Opening balance 2,245 2,088
Service cost (150) 242
Bond interest 76 75
Uses and advances (146) (139)
Actuarial loss/(gain) 130 (21)
Change in workforce due to transferral of resources - -
Closing balance 2,155 2,245
The actuarial assumptions used to calculate defined benefit pension plans are detailed in the following table:
At April 30
2026 2025
Assumption - -
Rate of inflation 2.00% 2.00%
Discount rate 4.13% 3.61%
TFR increase rate 3.00% 3.00%
Regarding the discount rate, the iBoxx Eurozone Corporates AA 10+ index at the calculation date was taken as a reference.
For the choice of the annual inflation rate, reference was made to the 2026 DFP (Public Finance Document) published on April 22,
2026, which reports the value of the private consumption deflator for the years 2026, 2027, 2028 and 2029, equal to 2.8%, 2.0%,
1.5% and 1.9% respectively. On the basis of the above and the current inflationary trend, it was considered appropriate to use a
constant rate of 2.0%, in line with the ECB’s objectives of medium-to-long-term inflation of 2%.
It should also be noted that the carrying amounts as at April 30, 2026 reflect the effects deriving from the obligation, introduced by
the 2026 Budget Law, to allocate accruing severance indemnity (TFR) amounts to supplementary pension schemes or, alternati-
vely, at the employee’s explicit request, to the Treasury Fund. This obligation applies to employers who have reached or reach, in
the years following the year of commencement of activity, the average size threshold of 60 employees on their staff in the 2026-
2027 period.
SENSITIVITY ANALYSIS
As required by IAS 19, a sensitivity analysis was carried out on changes in the main actuarial assumptions included in the calcu-
lation model. In detail, the most significant assumptions, namely the average annual discount rate, the average annual inflation
rate and the turnover rate, were increased and decreased by half a percentage point.
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6. Separate financial
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April 30, 2026
4. Consolidated
Sustainability Report
Sensitivity Analysis
Scenarios Past service liability
Annual discounting rate 0.50% 2,230
(0.50%) 2,199
Annual rate of inflation 0.50% 2,114
(0.50%) 2,161
Turnover rate 0.50% 2,148
(0.50%) 2,233
28. Provisions
Changes in these items are detailed as follows:
Provisions for Risks
(Euro thousands)
Other risk provisions Total
At April 30, 2025
- -
Accrual to provisions 429 429
Uses - -
At April 30, 2026
429 429
During the year, a provision for risks of Euro 429 thousand was set aside against potential liabilities related to the guarantees issued
in connection with the disposal of financial assets.
29. Trade payables
The item in question can be broken down as follows:
At April 30
(Euro thousands) 2026 2025
Advance payments - -
Trade payables 2,486 2,081
Total trade payables 2,486 2,081
Trade payables increased from Euro 2,081 thousand as at April 30, 2025 to Euro 2,486 thousand as at April 30, 2026, with an in-
crease related to the growth in business volume and the related costs incurred for supplies.
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Separate financial statements as of April 30, 2026
30. Other Current Liabilities
The item in question can be broken down as follows:
At April 30
(Euro thousands) 2026 2025
Accrued liabilities and deferred income - 113
Tax payables 9,043 5,371
Debts to Employees 1,790 1,768
Other payables 7,248 3,576
Payables to social security institutions 356 314
Total other current liabilities 18,437 11,142
The increase in current liabilities is mainly attributable to the rise in VAT payables to the tax authorities, which increased from Euro
5,041 thousand as at April 30, 2025 to Euro 8,695 thousand as at April 30, 2026.
31. Further Information
POTENTIAL LIABILITIES
There are no disputes in progress.
COMMITMENTS
There are no commitments as at April 30, 2026.
DIRECTOR’S FEES
The following is a breakdown of the remuneration of the directors and statutory auditors of Sesa SpA, gross of social security
and tax charges payable by them, as established by the Shareholders’ Meeting for the year ended April 30, 2026. For a complete
description and analysis of the remuneration due to the Directors, the Statutory Auditors and the executives with strategic re-
sponsibilities, please refer to the Remuneration Report available at the company’s registered office, as well as on the company’s
website in the “Corporate Governance” section.
Year ended April 30
(Euro thousands) 2026
Payment to directors 900
The directors’ remuneration reported in the table includes fixed and variable remuneration as well as that payable for participation
in internal committees. Excluded, however, are the residual shares of the 2021-2023 three-year plan allocated as a result of the
Stock Grant Plan approved by the shareholders’ meeting on August 28, 2020, which provided for deferred delivery times, and the
shares of the 2024-2026 annual plan allocated as a result of the Stock Grant Plan approved by the shareholders’ meeting on August
28, 2023.
On August 28, 2023, the 2024-2026 Stock Grant Plan was approved, with a maximum value of 280,250 ordinary shares (including
extra bonus shares with delivery in the 2027-2028 two-year period), for the benefit of the executive directors of Sesa and its main
subsidiaries, linked to targets for the sustainable growth of EBITDA and EVA, as well as to the maintenance of balanced equity and
financial conditions.
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5. Consolidated
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
The Plan provides in detail for the following allocation method:
• 177,750 Ordinary Shares will be delivered free of charge to the Beneficiaries as follows: (i) 59,250 Ordinary Shares upon ap-
proval by the Shareholders’ Meeting of the financial statements as at April 30, 2024 (the “First Tranche”); (ii) 59,250 Ordinary
Shares upon approval by the Shareholders’ Meeting of the financial statements as at April 30, 2025 (the “Second Tranche”);
(iii) 59,250 Ordinary Shares upon approval by the Shareholders’ Meeting of the financial statements as at April 30, 2026 (the
“Third Tranche”).
• 83,000 Ordinary Shares (the “Three-Year Shares”) will be delivered (free of charge) following approval by the Shareholders’
Meeting of the financial statements as at April 30, 2026, April 30, 2027 and April 30, 2028, provided that the 2024-2026 thre-
e-year value generation (EVA) targets are achieved.
• 19,500 Ordinary Shares (the “Extra Bonus Shares”) will be delivered (free of charge) to certain Beneficiaries in three equal
instalments, upon approval by the Shareholders’ Meeting of the financial statements as at April 30, 2026, April 30, 2027 and
April 30, 2028 respectively, upon achievement of the established targets.
As at April 30, 2026, the notional cost relating to the achievement of the annual plan (59,250 shares, equal to 100% of the annual
vesting) was recognized for an amount of Euro 5,839 thousand, and the cost relating to a portion of the three-year plan for an
amount of Euro 1,933 thousand.
PAYMENTS TO THE INDEPENDENT AUDITOR
The following table, prepared in accordance with article 149-duodecies of the Consob Issuers’ Regulation, shows the fees for the
year ended 30 April 2026 for audit and non-audit services provided by the Independent Auditor and by entities belonging to its
network, including expenses.
Independent auditor’s fees
Type of service Service provider Consignee
Remuneration for the year
ended April 30, 2026 Euro thousands)
Auditing KPMG Sesa SpA 100
Non-audit services KPMG Sesa SpA 160
Other services KPMG Sesa SpA 27
Payments include, in addition to fees, out-of-pocket expenses and the supervisory contribution. In addition to the audit activity as
of April 30, 2026, further services were provided, primarily related to the limited assurance review of Sesa Group’s Consolidated
Sustainability Report (non-audit services), and other verification procedures.
32. Transactions with related Parties
Relations between the Company and its associated and controlling companies are commercial and financial in nature.
The Company believes that all transactions with related parties are substantially regulated on the basis of normal market conditions.
The following table details the balances with related parties as at April 30, 2026 and April 30, 2025.
Transactions with related parties
(Euro thousands) Subsidiaries
Associated
companies
Parent
companies
Top
Management
Other related
parties
Total
Impact on
the item
Current trade receivables
At April 30, 2026 2,579 9 60 - - 2,648 39.6%
At April 30, 2025 1,069 11 36 - - 1,116 32.0%
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Separate financial statements as of April 30, 2026
Transactions with related parties
(Euro thousands) Subsidiaries
Associated
companies
Parent
companies
Top
Management
Other related
parties
Total
Impact on
the item
Other current receivables
and assets
At April 30, 2026 16,584 - - - - 16,584 87.3%
At April 30, 2025 8,695 - - - - 8,695 88.2%
Employee benefits
At April 30, 2026 - - - - - - 0.0%
At April 30, 2025 - - - 1 - 1 0.0%
Trade Payables
At April 30, 2026 2,119 - - - - 2,119 85,2%
At April 30, 2025 968 - - - - 968 46.5%
Other current liabilities
At April 30, 2026 6,222 - - 54 - 6,276 34.0%
At April 30, 2025 3,350 - - 116 - 3,466 31.5%
The following table details the P&L effects of transactions with related parties in the years ended April 30, 2026 and April 30, 2025.
P&L effects
(Euro thousands) Subsidiaries
Associated
companies
Parent
companies
Top
Management
Other related
parties
Total
Impact
on the item
Revenues
At April 30, 2026 17,242 23 311 - - 17,576 94.47%
At April 30, 2025 16,325 27 298 - - 16,650 97.0%
Other income
At April 30, 2026 7,823 9 62 1 - 7,895 95.00%
At April 30, 2025 5,825 8 36 6 - 5,875 96.9%
Consumables and goods
for resale
At April 30, 2026 9 - - - - 9 6.31%
At April 30, 2025 11 - - - - 11 11.1%
Costs for services and rent,
leasing, and similar costs
At April 30, 2026 3,043 - - 8,690 54 11,787 66.29%
At April 30, 2025 2,561 5 8,094 65 10,725 68.4%
Personnel costs
At April 30, 2026 3 - - 556 - 559 4.92%
At April 30, 2025 3 - - 608 - 611 5.6%
Other operating Costs
At April 30, 2026 - - - - - - 0.00%
At April 30, 2025 - - - - - 0.00%
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as of April 30, 2026
6. Separate financial
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April 30, 2026
4. Consolidated
Sustainability Report
P&L effects
(Euro thousands) Subsidiaries
Associated
companies
Parent
companies
Top
Management
Other related
parties
Total
Impact
on the item
Financial Income
At April 30, 2026 - - - - - - 0.00%
At April 30, 2025 - - 0.00%
Financial expense
At April 30, 2026 71 - - - - 71 7.88%
At April 30, 2025 - - - - - - 0.00%
The information shown in the table does not include dividends received from subsidiaries and investee companies.
SUBSIDIARIES, ASSOCIATES AND PARENT COMPANIES
Relations with subsidiaries, associates and parent companies refer mainly to the provision of administration, financial and auditing
services, organisation, personnel management and information systems in favour of Group companies. Other receivables from and
payables to subsidiaries include receivables and payables relating to the Group’s tax consolidation and VAT regime.
TOP MANAGEMENT
Relations with top management refer mainly to the remuneration of directors and executives with strategic responsibilities, including
the notional cost for the annual stock grant plan. Specifically, payroll costs include remuneration for members of the Board of Directors
of companies not included in service cost.
33. Events Occurring After the End of the Year
No significant events occurred after the end of the year.
34. Authorisation for publication
The publication of the financial statements of Sesa Spa for the year ended April 30, 2026 was authorised by a resolution of the Board
of Directors on July 16, 2026.
35. Allocation of the profit/loss for the year
It is proposed to the shareholders’ meeting to distribute a dividend of Euro 1.33 per share, payable in September 2026 (ex-dividend
date September 21, 2026), for a maximum total amount of Euro 20.2 million, taking into account that the amount distributed will be
precisely determined on the basis of the number of shares entitled to the dividend.
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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 envi-
saged by article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of 24 February 1998, hereby certify:
• the adequacy in relation to the characteristics of the business, and
• the effective application of the administrative and accounting procedures for the preparation of the financial statements
as at April 30, 2026.
2. The application of the administrative and accounting procedures for the preparation of the financial statements as at April 30,
2026 did not reveal any significant aspects.
It is also certified that, the financial statements:
a. have been prepared in compliance with the applicable international accounting standards recognised by the European
Community pursuant to EC Regulation 1606/2002 of the European Parliament and of the Council of July 19, 2002;
b. correspond to the results of the accounting books and records;
c. provide a truthful and fair representation of the issuer’s assets and liabilities, as well as its financial and economic position.
3. The Report on Operations includes a reliable analysis of the performance and results of operations as well as the situation of
the issuer and of all the companies included within the scope of consolidation, together with a description of the main risks and
uncertainties to which they are exposed.
Empoli, July 16, 2026
Paolo Castellacci
Chairman of the Board of Directors
Alessandro Fabbroni
In his capacity as Executive in charge of preparation
of the corporate accounting documents
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6. Separate financial
statements as of
April 30, 2026
4. Consolidated
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Independent Auditor’s Report on the Separate Financial Statements as of April 30, 2026
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5. Consolidated
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
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5. Consolidated
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as of April 30, 2026
6. Separate financial
statements as of
April 30, 2026
4. Consolidated
Sustainability Report
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5. Consolidated
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as of April 30, 2026
6. Separate financial
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April 30, 2026
4. Consolidated
Sustainability Report
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as of April 30, 2026
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April 30, 2026
4. Consolidated
Sustainability Report
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as of April 30, 2026
6. Separate financial
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April 30, 2026
4. Consolidated
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as of April 30, 2026
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4. Consolidated
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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