2025
Consolidated financial statements
Oak
Its branches extend outward, creating strong networks and connections,
drawing on the sun, the wind, and water to power life.
2025
Consolidated financial statements
Courtesy version provided in PDF format, which differs from the format required
by Commission Delegated Regulation (EU) 2019/815 of 17 December 2018
this report is available in website
gruppoa2a.it
Contents
1.a
Consolidated financial statements2
Explanatory notes2.1 General information 24
Consolidated statement
of financial position 6
Consolidated income statement 8
Consolidated statement
of comprehensive income 9
Consolidated statement of cash-flows 10
Consolidated statement
of changes in equity 12
1.b
Consolidated financial statements pursuant to Consob Resolution no. 15519 of July 27, 2006Consolidated statement
of financial position pursuant to Consob Resolution no. 15519
of July 27, 2006 16
Consolidated income statement pursuant to Consob Resolution
no. 15519 of July 27, 2006 18
Consolidated statement of cash flows pursuant to Consob resolution
no. 15519 of July, 27 2006 19
Basis of presentation 24
Changes in International
Financial Reporting Standards 27
Scope of consolidation 30
Transactions as per IFRS 3 revised 34
Basis of consolidation 39
Basis of preparation 44
Business Units 72
Results sector by sector 73
Notes to the statement
of financial position 77
Net financial debt 117
Notes to the income statement 119
Earnings per share 131
Note on related party transactions 132
Significant non-recurring events
and transactions, pursuant to Consob Communication No. DEM/6064293
of July 28, 2006 137
Guarantees and commitments
with third parties 138
Other information 139
A2A
2 Consolidated financial statements 2025
3
Attachments to the notes to the Consolidated financial statementsList of companies included in the consolidated financial statements 194
Equity-accounted investments 200
List of holdings in other companies 201
Certification of the consolidated financial statements pursuant
to article 154-bis, paragraph 5
of legislative Decree no. 58/98 202
4
Independent Auditors' Report205
This is a translation of the Italian original "Bilancio consolidato 2025" and has been prepared solely for the convenience of international readers. In the event of any ambiguity the Italian text will prevail.
The Italian original is available at the website gruppoa2a.it
A2A
Consolidated financial statements 2025 3
1.a Consolidated financial statements
Consolidated statement
of financial position(1)Assets
millions of euro
Note | 12.31.2025 | 12.31.2024 Restated(*) | |
Non-current assets | |||
Property, plant and equipment | 1 and 4 | 8,135 | 7,583 |
Intangible assets | 2 and 4 | 3,103 | 2,937 |
Goodwill | 3 and 4 | 1,509 | 1,512 |
Equity-accounted investments | 5 | 52 | 25 |
Other non-current financial assets | 5 | 167 | 88 |
Deferred tax assets | 6 | 439 | 420 |
Non-current derivatives | 7 | 2 | 2 |
Other non-current assets | 7 | 120 | 128 |
Total non-current assets | 13,527 | 12,695 | |
Current assets | |||
Inventories | 8 | 311 | 318 |
Trade receivables | 9 | 4,454 | 3,643 |
Current derivatives | 10 | 641 | 866 |
Other current assets | 10 | 424 | 430 |
Current financial assets | 11 | 24 | 32 |
Current tax assets | 12 | 123 | 45 |
Cash and cash equivalents | 13 | 1,879 | 1,549 |
Total current assets | 7,856 | 6,883 | |
Assets held for sale | 14 | - | 405 |
Total assets | 21,383 | 19,983 | |
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
Equity and liabilities
millions of euro
Note | 12.31.2025 | 12.31.2024 Restated(*) | |
Equity | |||
Share capital | 15 | 1,629 | 1,629 |
(Treasury shares) | 16 | (10) | - |
Reserves | 16 | 3,548 | 3,041 |
Group net profit | 17 | 750 | 864 |
Equity attributable to the owners of the parent | 5,917 | 5,534 | |
Non-controlling interests | 18 | 573 | 558 |
Total equity | 6,490 | 6,092 | |
Liabilities | |||
Non-current liabilities | |||
Non-current financial liabilities | 19 | 6,216 | 6,317 |
Deferred tax liabilities | 20 | 29 | - |
Employee benefits | 21 | 196 | 214 |
Provisions for risks, charges and liabilities for landfills | 22 | 748 | 787 |
Non-current derivatives | 23 | 36 | 19 |
Other non-current liabilities | 23 | 154 | 328 |
Total non-current liabilities | 7,379 | 7,665 | |
Current liabilities | |||
Provisions for risks, charges and liabilities for landfills, current portion | 22 | 91 | 67 |
Trade payables | 24 | 4,691 | 3,682 |
Current derivatives | 25 | 691 | 767 |
Other current liabilities | 25 | 960 | 624 |
Current financial liabilities | 26 | 1,044 | 955 |
Current tax liabilities | 27 | 37 | 120 |
Total current liabilities | 7,514 | 6,215 | |
Total liabilities | 14,893 | 13,880 | |
Liabilities directly associated with assets held for sale | 28 | - | 11 |
Total equity and liabilities | 21,383 | 19,983 | |
(*) Figures as at December 31, 2024 reflect the conclusion of Duereti S.r.l. Purchase Price Allocation.
As required by Consob Resolution no. 15519 of July 27, 2006, the effects of related party transactions in the consolidated financial statements are highlighted in the accounting statements and commented on in Note 41. Significant non-recurring events and transactions in the consolidated financial statements are provided in Note 42 pursuant to Consob Communication DEM/6064293 of July 28, 2006.
A2A
Consolidated financial statements 2025
Consolidated income statement(1)
millions of euro
Note
01.01.2025
12.31.2025
01.01.2024
12.31.2024
Revenue
Revenue from sales and services
13,739
12,570
Other income
324
287
Total revenue
30
14,063
12,857
Operating expenses
Expenses for raw materials and services
10,507
9,218
Other operating expenses
346
419
Total operating expenses
31
10,853
9,637
Personnel expenses
32
918
892
Gross operating profit (loss) - EBITDA
33
2,292
2,328
Depreciation, amortization and impairment losses
34
968
898
Impairment losses on trade receivables
34
70
82
Other provisions for risks
34
19
31
Operating profit (loss) - EBIT
35
1,235
1,317
Finance income and expenses
Finance income
52
113
Finance expenses
223
221
Share of profit (loss) of equity-accounted investees
28
2
Net finance income (expenses)
36
(143)
(106)
Profit (loss) before taxes
1,092
1,211
Income taxes
37
310
319
Profit (loss) after taxes from continuing operations
782
892
Profit (loss) from discontinued/held for sale operations
-
-
Profit (loss) for the year
782
892
Group net profit
39
750
864
(Profit) loss for the year attributable to non-controlling interests
38
32
28
Earnings per share (in euro):
- basic
0.2395
0.2759
- basic from continuing operations
0.2395
0.2759
- basic from discontinued operations
-
-
- diluted
0.2395
0.2759
- diluted from continuing operations
0.2395
0.2759
- diluted from discontinued operations
-
-
As required by Consob Resolution no. 15519 of July 27, 2006, the effects of related party transactions in the consolidated financial statements are highlighted in the accounting statements and commented on in Note 41. Significant non-recurring events and transactions in the consolidated financial statements are provided in Note 42 pursuant to Consob Communication DEM/6064293 of July 28, 2006.
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
1.a.3
Consolidated statement
of comprehensive incomemillions of euro
12.31.2025 | 12.31.2024 | |
Profit (loss) for the year (A) | 782 | 892 |
Net actuarial gains (losses) | 12 | 15 |
Related tax | (3) | (6) |
Post-tax net actuarial gains (losses) (B) | 9 | 9 |
Effective portion of net gains (losses) on cash flow hedges | 9 | (13) |
Related tax | (4) | 4 |
Post-tax net gains (losses) on cash flow hedges (C) (*) | 5 | (9) |
Fair value gains (losses) on financial assets | (1) | 9 |
Related tax | 1 | (3) |
Post-tax fair value gains (losses) on financial assets (D) | - | 6 |
Comprehensive income (expense) (A)+(B)+(C)+(D) | 796 | 898 |
Comprehensive income attributable to: | ||
Group | 764 | 870 |
Non-controlling interests | 32 | 28 |
* the effects of these items will be transferred to the Income Statement in the following years.
A2A
Consolidated financial statements 2025
Consolidated statement of cash flows(1)
millions of euro
12.31.2025 | 12.31.2024 Restated (**) | |
Cash flows from operating activities | ||
Profit (loss) for the year | 782 | 892 |
Adjustments for: | ||
Income tax expense | 310 | 319 |
Net finance (income) expense | 171 | 117 |
(Gains) losses on sales | (38) | (3) |
Depreciation, amortization and impairment losses | 968 | 907 |
Provisions | 89 | 113 |
Share of (profit) loss of equity-accounted investees | (28) | (2) |
Interest and other finance income received | 55 | 65 |
Interest and other finance expense paid | (171) | (173) |
Dividends received from equity-accounted investees and other investees | 1 | - |
Income taxes paid | (402) | (304) |
Dividends paid | (332) | (320) |
Change in trade receivables | (878) | (169) |
Change in trade payables | 1,005 | (435) |
Change in inventories | 8 | 10 |
Other changes | 236 | 122 |
Net cash flows from (used in) operating activities | 1,776 | 1,139 |
Cash flows from investing activities | ||
Investments in property, plant and equipment | (1,166) | (1,051) |
Investments in intangible assets | (515) | (461) |
Purchases of other equity investments and securities(*) | (10) | (2) |
Acquisition of subsidiaries (or business units), net of cash acquired | (38) | (1,309) |
Proceeds from the sale of property, plant and equipment, intangible assets and other equity investments | 20 | 4 |
Sales of business units | 445 | |
Net (increase) decrease in other investing activities | 2 | 6 |
Other changes | (5) | - |
Net cash flows from (used in) investing activities | (1,267) | (2,813) |
Free cash flow | 509 | (1,674) |
Follow >>
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
<< Continue
12.31.2025 | 12.31.2024 Restated (**) | |
Cash flows from financing activities | ||
Change in financial liabilities | ||
Proceeds from borrowings/issue of bonds | 2,903 | 1,942 |
Repayment of borrowings/redemption of bonds | (2,980) | (1,031) |
Payment of lease liabilities | (49) | (50) |
Other changes | - | - |
Total change in financial liabilities(*) | (126) | 861 |
Equity instruments | ||
Repurchase of treasury shares | (15) | - |
Proceeds from issue of perpetual hybrid bonds | - | 742 |
Interest paid on perpetual hybrid bonds | (38) | (9) |
Equity instruments | (53) | 733 |
Net cash flows from (used in) financing activities | (179) | 1,594 |
Net increase (decrease) in cash and cash equivalents | 330 | (80) |
Cash and cash equivalents at the beginning of the year | 1,549 | 1,629 |
Cash and cash equivalents at the end of the year | 1,879 | 1,549 |
(*) Net of balances recognized through equity and other statement of financial position items.
(**) Figures as at December 31, 2024 reflect the conclusion of Duereti S.r.l. Purchase Price Allocation.
(1) As required by Consob Resolution no. 15519 of July 27, 2006, the effects of related party transactions in the consolidated financial statements are highlighted in the accounting statements and commented on in Note 41. Significant non-recurring events and transactions in the consolidated financial statements are provided in Note 42 pursuant to Consob Communication DEM/6064293 of July 28, 2006.
A2A
Consolidated financial statements 2025
Consolidated statement
of changes in equitymillions of euro
Share capital | Treasury shares | Hedging reserve | Reserve Other for equity reserves instruments and retained - earnings perpetual (losses hybrid carried bond forward) | Group net profit | Total equity attributable to the owners of the parent | Non-controlling interests | Total equity | ||
Equity at December 31, 2023 | 1,629 | - | (2) | - | 1,954 | 659 | 4,240 | 562 | 4,802 |
Allocation of 2023 profit | 659 | (659) | - | ||||||
Distribution of dividends | (300) | (300) | (20) | (320) | |||||
Net actuarial gains (losses) (IAS 19) (*) | 9 | 9 | 9 | ||||||
Net gains (losses) on cash flow hedges (*) | (9) | (9) | (9) | ||||||
Fair value gains (losses) on financial assets (*) | 6 | 6 | 6 | ||||||
Change in consolidation scope | - | (13) | (13) | ||||||
Change in perpetual hybrid bonds | 742 | 742 | 742 | ||||||
Interest paid on perpetual hybrid bonds | (9) | (9) | (9) | ||||||
Other changes | (9) | (9) | 1 | (8) | |||||
Group and non-controlling interests net profit | 864 | 864 | 28 | 892 | |||||
Equity at December 31, 2024 Restated (**) | 1,629 | - | (11) | 742 | 2,310 | 864 | 5,534 | 558 | 6,092 |
Share Treasury Hedging Reserve Other Group capital shares reserve for equity reserves net instruments and retained profit - earnings perpetual (losses hybrid carried bond forward) | Total equity attributable to the owners of the parent | Non-controlling interests | Total equity |
Equity at December 31, 2024 Restated (**) 1,629 - (11) 742 2,310 864 | 5,534 | 558 | 6,092 |
Allocation of 2024 profit 864 (864) | - | - | |
Distribution of dividends (313) | (313) | (19) | (332) |
Net actuarial gains (losses) (IAS 19) (*) 9 | 9 | 9 | |
Net gains (losses) on cash flow hedges (*) 5 | 5 | 5 | |
Fair value gains (losses) on financial assets and liabilities (*) | - | - | |
Change in consolidation scope | - | 2 | 2 |
Repurchase of treasury shares (15) | (15) | (15) | |
Interest paid on perpetual hybrid bonds (38) | (38) | (38) | |
Other changes 5 (20) | (15) | (15) | |
Group and non-controlling interests net 750 profit | 750 | 32 | 782 |
Equity at December 31, 2025 1,629 (10) (6) 742 2,812 750 | 5,917 | 573 | 6,490 |
(*) Included in other comprehensive income (expense).
(**) Figures as at December 31, 2024 reflect the conclusion of Duereti S.r.l. Purchase Price Allocation.
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
A2A
Consolidated financial statements 2025
1.b Consolidated financial statements pursuant to Consob Resolution no. 15519 of July 27, 2006
Consolidated statement of financial position
pursuant to Consob resolution no. 15519 of July 27, 2006Assets
millions of euro
12.31.2025 | of which Related Parties (note 41) | 12.31.2024 Restated* | of which Related Parties (note 41) | |
Non-current assets | ||||
Property, plant and equipment | 8,135 | 7,583 | ||
Intangible assets | 3,103 | 2,937 | ||
Goodwill | 1,509 | 1,512 | ||
Equity-accounted investments | 52 | 52 | 25 | 25 |
Other non-current financial assets | 167 | 4 | 88 | 4 |
Deferred tax assets | 439 | 420 | ||
Non-current derivatives | 2 | 2 | ||
Other non-current assets | 120 | 128 | ||
Total non-current assets | 13,527 | 12,695 | ||
Current assets | ||||
Inventories | 311 | 318 | ||
Trade receivables | 4,454 | 117 | 3,643 | 111 |
Current derivatives | 641 | 866 | ||
Other current assets | 424 | 430 | 1 | |
Current financial assets | 24 | 2 | 32 | 1 |
Current tax assets | 123 | 45 | ||
Cash and cash equivalents | 1,879 | 1,549 | ||
Total current assets | 7,856 | 6,883 | ||
Assets held for sale | - | 405 | ||
Total assets | 21,383 | 19,983 | ||
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
Equity and liabilities
millions of euro
12.31.2025 of which Related Parties (note 41) | 12.31.2024 Restated* | of which Related Parties (note 41) | |
Equity | |||
Share capital | 1,629 | 1,629 | |
(Treasury shares) | (10) | - | |
Reserves | 3,548 | 3,041 | |
Group net profit | 750 | 864 | |
Equity attributable to the owners of the parent | 5,917 | 5,534 | |
Non-controlling interests | 573 | 558 | |
Total equity | 6,490 | 6,092 | |
Liabilities | |||
Non-current liabilities | |||
Non-current financial liabilities | 6,216 | 6,317 | |
Deferred tax liabilities | 29 | - | |
Employee benefits | 196 | 214 | |
Provisions for risks, charges and liabilities for landfills | 748 | 787 | 8 |
Non-current derivatives | 36 | 19 | |
Other non-current liabilities | 154 | 328 | |
Total non-current liabilities | 7,379 | 7,665 | |
Current liabilities | |||
Provisions for risks, charges and liabilities for landfills, current portion | 91 | 67 | |
Trade payables | 4,691 22 | 3,682 | 30 |
Current derivatives | 691 | 767 | |
Other current liabilities | 960 | 624 | 2 |
Current financial liabilities | 1,044 | 955 | |
Current tax liabilities | 37 | 120 | |
Total current liabilities | 7,514 | 6,215 | |
Total liabilities | 14,893 | 13,880 | |
Liabilities directly associated with assets held for sale | - | 11 | |
Total equity and liabilities | 21,383 | 19,983 | |
(*) Figures as at December 31, 2024 reflect the conclusion of Duereti
S.r.l. Purchase Price Allocation.
A2A
Consolidated financial statements 2025
Consolidated income statement
pursuant to Consob resolution no. 15519 of July 27, 2006millions of euro
01.01.2025 12.31.2025 | of which Related Parties (note 41) | 01.01.2024 12.31.2024 | of which Related Parties (note 41) | |
Revenue | ||||
Revenue from sales and services | 13,739 | 577 | 12,570 | 552 |
Other income | 324 | 287 | ||
Total revenue | 14,063 | 12,857 | ||
Operating expenses | ||||
Expenses for raw materials and services | 10,507 | 39 | 9,218 | 31 |
Other operating expenses | 346 | 27 | 419 | 45 |
Total operating expenses | 10,853 | 9,637 | ||
Personnel expenses | 918 | 2 | 892 | 2 |
Gross operating profit (loss) - EBITDA | 2,292 | 2,328 | ||
Depreciation, amortization and impairment losses | 968 | 898 | ||
Impairment losses on trade receivables | 70 | 82 | ||
Other provisions for risks | 19 | 31 | ||
Operating profit (loss) - EBIT | 1,235 | 1,317 | ||
Finance income and expenses | ||||
Finance income | 52 | 1 | 113 | |
Finance expenses | 223 | 221 | ||
Share of profit (loss) of equity-accounted investees | 28 | 28 | 2 | 2 |
Net finance income (expenses) | (143) | (106) | ||
Profit (loss) before taxes | 1,092 | 1,211 | ||
Income taxes | 310 | 319 | ||
Profit (loss) after taxes from continuing operations | 782 | 892 | ||
Profit (loss) from discontinued/held for sale operations | - | - | ||
Profit (loss) for the year | 782 | 892 | ||
Group net profit | 750 | 864 | ||
(Profit) loss for the year attributable to non-controlling interests | 32 | 28 | ||
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
1.b.3
Consolidated statement of cash flows
pursuant to Consob resolution no. 15519 of July 27, 2006millions of euro
12.31.2025 | of which | 12.31.2024 | of which | |
Related | Restated** | Related | ||
Parties | Parties | |||
(note 41) | (note 41) | |||
Cash flows from operating activities | ||||
Profit (loss) for the year | 782 | 892 | ||
Adjustments for: | ||||
Income tax expense | 310 | 319 | ||
Net finance (income) expense | 171 | 117 | 3 | |
(Gains) losses on sales | (38) | (3) | ||
Depreciation, amortization and impairment losses | 968 | 907 | ||
Provisions | 89 | 113 | ||
Share of (profit) loss of equity-accounted investees | (28) | (27) | (2) | (2) |
Interest and other finance income received | 55 | 65 | ||
Interest and other finance expense paid | (171) | (173) | ||
Dividends received from equity-accounted investees and other investees | 1 | - | ||
Income taxes paid | (402) | (304) | ||
Dividends paid | (332) | (320) | ||
Change in trade receivables | (878) | (6) | (169) 47 | |
Change in trade payables | 1,005 | (8) | (435) | (51) |
Change in inventories | 8 | 10 | ||
Other changes | 236 | (9) | 122 | 20 |
Net cash flows from (used in) operating activities | 1,776 | 1,139 | ||
Cash flows from investing activities | ||||
Investments in property, plant and equipment | (1,166) | (1,051) | ||
Investments in intangible assets | (515) | (461) | ||
Purchases of other equity investments and securities(*) | (10) | (2) | ||
Acquisition of subsidiaries (or business units), net of cash acquired | (38) | (1,309) | ||
Proceeds from the sale of property, plant and equipment, intangible assets and other equity investments | 20 | 4 | 4 | |
Sales of business units | 445 | - | ||
Net (increase) decrease in other investing activities | 2 | (1) | 6 | 8 |
Other changes | (5) | - | ||
Net cash flows from (used in) investing activities | (1,267) | (2,813) | ||
Free cash flow | 509 | (1,674) | ||
Follow >>
A2A
Consolidated financial statements 2025
<< Continue
12.31.2025 of which Related Parties (note 41) | 12.31.2024 of which Restated** Related Parties (note 41) | |
Cash flows from financing activities | ||
Change in financial liabilities | ||
Proceeds from borrowings/issue of bonds | 2,903 | 1,942 |
Repayment of borrowings/redemption of bonds | (2,980) | (1,031) |
Payment of lease liabilities | (49) | (50) |
Other changes | - | - |
Total change in financial liabilities(*) | (126) | 861 |
Equity instruments | ||
Repurchase of treasury shares | (15) | - |
Proceeds from issue of perpetual hybrid bonds | - | 742 |
Interest paid on perpetual hybrid bonds | (38) | (9) |
Equity instruments | (53) | 733 |
Net cash flows from (used in) financing activities | (179) | 1,594 |
Net increase (decrease) in cash and cash equivalents | 330 | (80) |
Cash and cash equivalents at the beginning of the year | 1,549 | 1,629 |
Cash and cash equivalents at the end of the year | 1,879 | 1,549 |
(*) Net of balances recognized through equity and other statement of financial position items.
(**) Figures as at December 31, 2024 reflect the conclusion of Duereti S.r.l. Purchase Price Allocation.
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
A2A
Consolidated financial statements 2025
2
Explanatory Notes
2.1
General information
A2A S.p.A. is a company with legal personality organized under the laws of the Italian Republic which operates, also through its subsidiaries ("Group"), both in Italy and abroad.
A2A S.p.A. is based in Italy, in Brescia, at Via Lamarmora 230 and is listed on the Milan Stock Exchange. There were no changes in the company name during 2025.
The A2A Group mainly operates in the following sectors:
the production, sale and distribution of electricity even from renewable resources;
the sale and distribution of gas;
the production, distribution and sale of heat through district heating networks;
waste management (from collection and sweeping to disposal) and the construction and management of integrated waste disposal plants and systems, also making these available for other operators;
integrated water cycle management;
technical consultancy relating to energy efficiency certificates.
With regard to the fees received by the independent auditor, please refer to the specific section '9.2 Other information' in the Report on Operations.
2.2
Basis of presentation
The Consolidated financial statements of the A2A Group at December 31, 2025 has been prepared:
in compliance with Legislative Decree 58/1998 (art. 154-ter) as amended and with the Issuers' Regulations published by Consob;
in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB) and approved by the European Union. IFRS means all the revised International Accounting Standards (IAS) and all the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations Committee (SIC);
in accordance with European Commission Regulation 815/2019 (the European Single Electronic Format - ESEF) in xHTML format, marking the A2A Group's consolidated annual report (statements and notes) according to the Inline XBRL specifications contained in the basic taxonomy issued by the EMSA ("European Securities and Markets Authority").
In preparing the Consolidated financial statements, the same principles used in the preparation of the Consolidated financial statements at December 31, 2024 were applied, other than the principles and interpretations described in detail in the paragraph below "Changes in International Financial Reporting Standards" adopted for the first time on January 1, 2025.
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
The directors assessed the applicability of the going concern assumption in the preparation of the Consolidated financial statements, concluding that this assumption is appropriate as it was verified that there were no financial, managerial or other indicators that could indicate critical issues regarding the Group's ability to meet its obligations in the foreseeable future and in particular in the next 12 months.
The Consolidated financial statements has been prepared using the historical cost method, with the exception of the financial statement items that according to IFRS are recognized at fair value, as indicated in the valuation criteria of the individual items, and non-current assets and disposal groups classified as held for sale that are measured at the lower of carrying amount and fair value net of selling costs.
The preparation of the Consolidated financial statements required the use of estimates by management; the areas characterized by valuations and assumptions of particular significance, together with those with significant effects on the reported situations, are reported in the section "Use of estimates and judgement by management".
The currency used by the Group for the presentation of the Consolidated financial statements is the euro, the functional currency of the Parent Company A2A S.p.A.; all values are expressed in millions of euro, unless otherwise indicated.
The Consolidated financial statements consists of:
Consolidated Statement of financial position: provides for the distinction of assets and liabilities by maturity, separating between current and non-current;
Consolidated income statement: presented in scalar form with the individual items analysed by nature. The form chosen, in accordance with the presentation methods of the leading operators in the sector and in line with international practice, is considered the most suitable to represent the company results;
Consolidated statement of components of the comprehensive income statement: presented in a separate table, it shows the components of the result suspended in equity;
Consolidated statement of cash flows: prepared using the indirect method, with separate presentation of cash flow from operating activities, investment activities and financing activities.
More specifically, the Statement of cash flows is presented on a gross basis and does not include non-monetary transactions.
In particular, although the Group does not deviate from the provisions of IAS 7 in the classification of items, the following is specified:
in addition to cash flows from ordinary operations, cash flows from operating activities include interest on loans granted and obtained, dividends and advances on dividends paid to shareholders of the Parent Company and third parties, as well as dividends received from associated companies or joint ventures;
investment activities include investments in property, plant and equipment and intangible assets (including any capitalized financial expenses) and related disposals; investments and disposals in assets deriving from contracts with customers relating to agreements for concession services; the effects of business combinations in which the Group acquires or loses control of companies and other minor investments;
cash flows from financing activities include cash flows arising from liability management and lease transactions, as well as the effects of transactions on third-party interests that do not change the control status of the companies concerned;
A2A
Consolidated financial statements 2025
Consolidated statement of changes in equity: in addition to the components of the comprehensive income statement, it also shows the transactions with shareholders;
Explanatory notes.
Section 1.b Accounting tables of the Consolidate financial statements in accordance with Consob Resolution No. 15519 of July 27, 2006 - presents the consolidated Statement of Financial Position, the consolidated Income Statement and the consolidated Statement of Cash Flows, highlighting transactions with related parties, the definition of which is provided in paragraph 2.14 "Note on related party transactions".
The financial statements presented herein are the same as those used to prepare the Consolidated financial statements at December 31, 2024, with the exception of the following changes that management has adopted to ensure better representation and comparability.
With regard to the Statement of financial positions, the following steps were taken:
disaggregate the financial statement line relating to "Intangible assets and goodwill" through two new lines, respectively "Intangible assets" and "Goodwill";
separate current/non-current asset/liability derivatives from the respective other current/non-current assets/liabilities;
separate the disbursement expected within the following 12 months from provisions for risks and charges, classifying it as a current liability.
With regard to the Income Statement, the following steps were taken:
separate the item "depreciation, amortization, provisions and impairment losses" by nature: "Depreciation, amortization and impairment losses", "Impairment losses on trade receivables", "Other provisions for risks";
reconcile the income and expenses recorded in the "Result from non-recurring transactions" to their own item according to nature for greater clarity.
As regards the Consolidated Statement of Cash Flows, the following steps were taken:
separate the line "net interest paid" into "interest received" and "interest paid";
include the information relating to related parties.
The Group also renamed certain lines in the financial statements with respect to the statements published at December 31, 2024, and accounted for industrial environmental certificates among inventories. The changes relating to the values at December 31, 2024 are not considered relevant for the economic and equity size of the Group.
Finally, it should be noted that the Group carried out a restatement at December 31, 2024 to reflect the effects of the purchase price allocation for the acquisition of Duereti, which took place in the previous reporting period using the anticipated acquisition method, as further detailed in section "2.5 Transactions - IFRS 3 Revised".
In this file, use has been made of some alternative indicators of performance (AIP) that are different from the financial indicators expressly provided for by the IFRS international accounting standards adopted by the Group; for details of these indicators, please see the specific paragraph "Alternative Indicators of Performance (AIP)" in the file of the "Report on Operations".
The Consolidated financial statements at December 31, 2025 was approved on April 5, 2016 by the Board of Directors, which authorized publication, and has been audited by KPMG in accordance with their appointment by the Shareholders' Meeting of March 17, 2026 for the nine years from 2025-2033.
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
2.3
Changes in International Financial Reporting
Standards Accounting standards, amendments and interpretations applicable by the group as of January 1, 2025Effective from January 1, 2025, the amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates," issued by the IASB on August 15, 2023, came into force to regulate the procedures to be followed in the event of a lack of exchangeability between currencies. The amendment introduces requirements to determine when a currency is convertible into another currency and when it is not and requires an entity to estimate the spot exchange rate when it determines that a currency is not convertible into another currency. The amendment had no impact on the consolidated annual report as at December 31, 2025.
Accounting standards, amendments and interpretations endorsed by the European Union but not yet mandatorily applicable and not early adopted by the Group-
Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7)
On May 27, 2025, the amendments to IFRS 9 and IFRS 7 regarding "Amendments to the Classification and Measurement of Financial Instruments," issued in 2024, were endorsed, with entry into force scheduled for January 1, 2026.
These amendments clarify the classification of financial assets with environmental, social and governance (ESG) features and similar ones, as well as the settlement of financial liabilities through electronic payment systems. They also introduce disclosure requirements aimed at enhancing transparency for investors in relation to investments in equity instruments measured at fair value through other comprehensive income statement and in financial instruments with contingent features, such as features linked to ESG goals.
The amendments to IFRS 9 clarify the circumstances under which a financial asset or liability is recognised and derecognised. According to the amendments, a company generally derecognizes its financial liability on the settlement date. Normally, this is the date when the payment is completed. The amendments also introduce an exception, permitting the company to derecognizes its financial liability prior to the settlement date, which is the date when the payment is initiated and cannot be cancelled. The exception is available when the company uses an electronic payment system that satisfies all of the following criteria:
no practical way to withdraw, stop, or cancel the payment instruction;
no practical means to access the money needed for the settlement as a result of the payment instruction;
the settlement risk connected with the electronic payment system is insignificant.
A2A
Consolidated financial statements 2025
-
Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7)
The amendments also provide more precise criteria for determining when a financial asset can be classified as "measured at amortized cost" or "at fair value." This helps companies to treat complex instruments consistently, such as loans with prepayment options or variable clauses (e.g. instruments linked to ESG indices or non-standard variable rates).
The amendments further clarify how to measure such instruments, with the aim of ensuring that the measurement better reflects the actual economic risk.
The amendment to IFRS 7 provides for an additional disclosure for financial assets and liabilities with contractual terms referencing a potential event, including those associated with ESG factors, as well as for equity instruments classified at fair value through other comprehensive income statement elements.
The Group is currently assessing the impacts of these amendments, but no significant effects are expected.
-
Nature-dependent electricity contracts (Amendments to IFRS 9 and IFRS 7)
On June 30, 2025, the amendments to IFRS 9 and IFRS 7 regarding nature-dependent electricity contracts (power purchase agreements) were endorsed. These amendments will enter into force on January 1, 2026.
The amendments clarify the requirements for applying the "own-use exemption," define the rules for using these agreements as hedging instruments in a hedge accounting relationship, and introduce disclosure obligations to enable investors to understand the effects of such agreements on the company financial performance and future cash flows.
The Group is currently assessing the impacts of these amendments, but no significant effects are expected.
-
Annual Improvements to IFRS Accounting Standards-Volume 11
On July 9, 2025, the annual improvements "Annual Improvements to IFRS Accounting Standards - Volume 11" were endorsed as part of the ordinary improvement process, with entry into force scheduled for January 1, 2026.
The annual improvements aim to streamline and clarify existing standards by resolving any inconsistencies identified in the IFRS Accounting Standards or by providing terminological clarifications.
- IFRS 18 Presentation and disclosure in financial statements
On February 13, 2026, IFRS 18, issued by the IASB in April 2024, was endorsed, replacing IAS 1 "Presentation of Financial Statements". IFRS 18 introduces new requirements for the presentation of the income statement, including specific totals and subtotals. In addition, entities will have to classify all costs and revenues within the income statement into five categories: operating, investing, financing, income tax expense and discontinued operations, where the first three categories are new.
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
The standard also requires disclosure on the basis of the new definition of management-defined performance measures (MPM), subtotals of costs and revenues, and includes new provisions for the aggregation and disaggregation of financial information on the basis of the identified roles of the Primary Financial Statements (PFS) and the notes.
In addition, amendments have been made to IAS 7 Statement of Cash Flows, which include the change in the starting point for determining operating cash flows on the basis of the indirect method; from profit or loss to operating profit or loss and the removal of the option to classify cash flows from dividends and interest. In addition, consequential changes were made to several other accounting standards.
IFRS 18, and the amendments to the other standards, are effective for financial years beginning on or after January 1, 2027. However, early application is permitted unless disclosed. IFRS 18 will apply retrospectively.
The Group is currently working, also with the support of external professionals, to identify the impacts that the changes will have on its financial statements and notes to the financial statements, on information systems and on agreements and contracts (e.g. employee benefits and financing contracts/covenants).
Accounting standards, amendments and interpretations not yet endorsed by the European Union and applicable from subsequent financial years
Document title Date of entry into force of the
IASB document
New IFRS accounting standards
IFRS 19 Subsidiaries without public accountability: disclosures January 1, 2027
Translation to a hyper-inflationary presentation currency (amendments to IAS 21)
January 1, 2027
A2A
Consolidated financial statements 2025
2.4
Scope of consolidation
The Consolidated financial statements of the A2A Group at December 31, 2025 includes the figures of the parent A2A S.p.A. and those of the subsidiaries over which A2A S.p.A. exercises either direct or indirect control. In addition, companies in which the parent exercises joint control with other entities
(joint ventures) and those over which it has a significant influence are consolidated using the equity method.
Subsidiaries and associates whose size is immaterial are excluded from consolidation and measured at fair value. For the financial year 2025, the only company in this category is the Consorzio Umbria Energia.
Changes in the scope of consolidationThe following changes to the scope of consolidation of the A2A Group are reported:
acquisition by A2A Rinnovabili S.p.A. of 100% of AREN01 S.r.l., AREN03 S.r.l., AREN 04 S.r.l., AREN05 S.r.l., AREN06 S.r.l., Green Frogs Correggio S.r.l. and Cutro 1 S.r.l.;
acquisition by A2A Calore & Servizi S.r.l. of 100% of Sesto Energia S.r.l.;
acquisition by Ambiente Energia Brianza S.p.A. of 100% of 2B S.r.l.;
acquisition by Acinque Innovazione S.r.l. of 100% of Integra Impianti S.r.l.;
acquisition by A2A Ciclo Idrico S.p.A. of 69.24% of Novito Acque S.r.l.;
acquisition by A2A Storage S.r.l. of 100% of the company S2SE Cinque S.r.l.;
establishment of the company A2A Life Venture S.r.l. 100% owned by A2A S.p.A.;
establishment of A2A Solar 1 S.r.l., A2A Solar 2 S.r.l., A2A Solar 3 S.r.l., A2A Solar 4 S.r.l. and A2A Dome S.r.l., all 100% owned by A2A Rinnovabili S.p.A.;
establishment of the company AP Reti Gas North S.r.l. held by Unareti S.p.A. for 50% and by LD Reti
S.r.l. for 50%, and subsequently sold on July 1 to Ascopiave S.p.A.;
establishment of AST 1 S.r.l. and AST 2 S.r.l., all 100% owned by A2A Storage S.r.l..
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
Breakdown of statement of financial position showing the effect of the first-time consolidation of the 2025 acquisitions
millions of euro
Notes | Consolidated at 12.31.2024 Restated | A2A Rinnovabili Group | 2B S.r.l. | SESTO ENERGIA S.r.l. | NOVITO ACQUE S.r.l. | INTEGRA IMPIANTI S.r.l. | Total first-time consolidation effect acquisitions 2025 | Changes | Consolidated at 12.31.2025 | |
Assets | ||||||||||
Non-current assets | ||||||||||
Property, plant and equipment | 1 and 4 | 7,583 | 4 | 6 | 13 | - | - | 23 | 529 | 8,135 |
Intangible assets | 2 and 4 | 2,937 | 4 | 3 | 12 | 3 | - | 22 | 144 | 3,103 |
Goodwill | 3 and 4 | 1,512 | - | - | 10 | - | 2 | 12 | (15) | 1,509 |
Equity-accounted investments | 5 | 25 | - | - | - | - | - | - | 27 | 52 |
Other non-current financial assets | 5 | 88 | - | - | - | - | - | - | 79 | 167 |
Deferred tax assets | 6 | 420 | - | - | 2 | - | - | 2 | 17 | 439 |
Non-current derivative assets | 7 | 2 | - | 2 | ||||||
Other non-current assets | 7 | 128 | - | - | - | - | - | - | (8) | 120 |
Total Non-Current Assets | 12,695 | 8 | 9 | 37 | 3 | 2 | 59 | 773 | 13,527 | |
Current assets | ||||||||||
Inventories | 8 | 318 | - | - | 1 | - | - | 1 | (8) | 311 |
Trade receivables | 9 | 3,643 | - | - | - | 3 | - | 3 | 808 | 4,454 |
Current derivative assets | 10 | 866 | (225) | 641 | ||||||
Other current assets | 10 | 430 | 1 | - | - | - | - | 1 | (7) | 424 |
Current financial assets | 11 | 32 | - | - | - | - | - | - | (8) | 24 |
Current tax assets | 12 | 45 | - | - | - | - | - | - | 78 | 123 |
Cash and cash equivalents | 13 | 1,549 | - | - | - | 4 | - | 4 | 326 | 1,879 |
Total current assets | 6,883 | 1 | - | 1 | 7 | - | 9 | 964 | 7,856 | |
Assets held for sale | 14 | 405 | - | - | - | - | - | - | (405) | - |
Total assets | 19,983 | 9 | 9 | 38 | 10 | 2 | 68 | 1,332 | 21,383 | |
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A2A
Consolidated financial statements 2025
<< Continue
Notes | Consolidated at 12.31.2024 Restated | A2A Rinnovabili Group | 2B S.r.l. | SESTO ENERGIA S.r.l. | NOVITO ACQUE S.r.l. | INTEGRA IMPIANTI S.r.l. | Total first-time consolidation effect acquisitions 2025 | Changes | Consolidated at 12.31.2025 | |
Liabilities | ||||||||||
Non-current liabilities | ||||||||||
Non-current financial liabilities | 19 | 6,317 | 1 | - | - | - | - | 1 | (102) | 6,216 |
Deferred tax liabilities | 20 | - | - | 1 | 3 | - | - | 4 | 25 | 29 |
Employee benefits | 21 | 214 | - | - | - | - | - | - | (18) | 196 |
Provisions for risks, charges and liabilities for landfills | 22 | 787 | - | - | 4 | - | - | 4 | (43) | 748 |
Non-current derivative liabilities | 23 | 19 | 17 | 36 | ||||||
Other non-current liabilities | 23 | 328 | - | - | - | - | - | - | (174) | 154 |
Total non-current liabilities | 7,665 | 1 | 1 | 7 | - | - | 9 | (295) | 7,379 | |
Current liabilities | ||||||||||
Provisions for risks, charges and liabilities for landfills - current portion | 22 | 67 | - | 24 | 91 | |||||
Trade payables | 24 | 3,682 | - | - | - | 4 | - | 4 | 1,005 | 4,691 |
Current derivative liabilities | 25 | 767 | (76) | 691 | ||||||
Other current liabilities | 25 | 624 | 4 | - | 2 | - | - | 6 | 330 | 960 |
Current financial liabilities | 26 | 955 | - | - | - | - | - | - | 89 | 1,044 |
Current tax liabilities | 27 | 120 | - | - | - | - | - | - | (83) | 37 |
Total current liabilities | 6,215 | 4 | - | 2 | 4 | - | 10 | 1,289 | 7,514 | |
Total liabilities | 13,880 | 5 | 1 | 9 | 4 | - | 19 | 994 | 14,893 | |
Liabilities directly associated to assets held for sale | 28 | 11 | - | - | - | - | - | - | (11) | - |
Liabilities | 13,891 | 5 | 1 | 9 | 4 | - | 19 | 983 | 14,893 | |
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
Breakdown of the economic effect of the consolidation of new acquisitions 2025
millions of euro
Notes | A2A Rinnovabili Group | 2B S.r.l. | SESTO ENERGIA S.r.l. | NOVITO ACQUE S.r.l. | INTEGRA IMPIANTI S.r.l. | Total Old consolidation perimeter effect new at acquisitions 12.31.2025 2025 | Consolidated at 12.31.2025 | Consolidated at 12.31.2024 | ||
Revenue | ||||||||||
Revenue from the sales and services | - | 1 | 18 | 1 | 1 | 21 | 13,718 | 13,739 | 12,570 | |
Other income | - | - | - | - | - | - | 324 | 324 | 287 | |
Total revenue | 30 | - | 1 | 18 | 1 | 1 | 21 | 14,042 | 14,063 | 12,857 |
Operating expenses | ||||||||||
Expenses for raw materials and services | - | - | 17 | 1 | 1 | 19 | 10,488 | 10,507 | 9,218 | |
Other operating expenses | - | - | - | - | - | - | 346 | 346 | 419 | |
Total operating expenses | 31 | - | - | 17 | 1 | 1 | 19 | 10,834 | 10,853 | 9,637 |
Personnel expenses | 32 | - | - | 1 | - | - | 1 | 917 | 918 | 892 |
Gross operating profit (loss) - EBITDA | 33 | - | 1 | - | - | - | 1 | 2,291 | 2,292 | 2,328 |
Depreciation, amortization and impairment losses | 34 | - | - | 1 | - | - | 1 | 967 | 968 | 898 |
Impairment losses on trade receivables | 34 | - | - | - | - | - | - | 70 | 70 | 82 |
Other provisions for risks | 34 | - | - | - | - | - | - | 19 | 19 | 31 |
Operating profit (loss) -EBIT | 35 | - | 1 | (1) | - | - | - | 1,235 | 1,235 | 1,317 |
Finance income and expenses | ||||||||||
Finance income | - | - | - | - | - | - | 52 | 52 | 113 | |
Finance expenses | - | - | - | - | - | - | 223 | 223 | 221 | |
Share of profit (loss) of equity-accounted investees | - | - | - | - | - | - | 28 | 28 | 2 | |
Net finance income (expenses) | 36 | - | - | - | - | - | - | (143) | (143) | (106) |
Profit (loss) before taxes | - | 1 | (1) | - | - | - | 1,092 | 1,092 | 1,211 | |
Income taxes | 37 | - | - | - | - | - | 310 | 310 | 319 | |
Profit (loss) after taxes from continuing operations | - | 1 | (1) | - | - | - | 782 | 782 | 892 | |
Profit (loss) from discontinued/held for sale operations | - | - | - | - | - | - | - | - | - | |
Profit (loss) for the year | - | 1 | (1) | - | - | - | 782 | 782 | 892 | |
A2A
Consolidated financial statements 2025
2.5
Transactions as per IFRS 3 revised
Business combinations were accounted for on the basis of the valuations conducted by management in relation to the fair value measurement of assets, liabilities and contingent liabilities, taking as reference the information on facts and circumstances available at the acquisition date. The following table shows a summary of the equity effects deriving from the valuation of the transactions at the acquisition date. It should be noted that for the company Integra Impianti S.r.l. the values recorded are to be considered provisional as in accordance with IFRS 3 revised, the Purchase Price Allocation process has not yet been completed, but will be finalized within 12 months of the acquisition, as required by the standard.
In 2025, the A2A Group completed the following acquisitions of investments, which fall within the provisions of IFRS 3:
acquisition by A2A Calore & Servizi S.p.A. of 100% of Sesto Energia S.r.l., a company owning a cogeneration plant located in the Municipality of Sesto San Giovanni;
acquisition by Acinque Innovazione S.r.l. of 100% of the company Integra Impianti S.r.l., a company operating in the energy efficiency and photovoltaic systems sector.
The transactions summarized above are classified as business combinations in accordance with IFRS 3 "Business Combinations"; the Group consolidated the companies on a line-by-line basis through the application of the acquisition method prescribed by IFRS 3, by virtue of the control obtained on the entities acquired.
IFRS 3 requires all business combinations to be accounted for using the acquisition method within twelve months from acquisition. The acquirer must therefore recognize all the identifiable assets, liabilities and contingent liabilities relating to the acquisition at their fair values at the acquisition date and highlight the any recognition of goodwill.
The consideration transferred in a business combination is determined at the date of acquisition of control and is equal to the fair value of assets and liabilities transferred, and any equity instruments issued by the acquirer. Costs directly attributable to the transaction are recognized in the income statement when incurred. At the date of acquisition of control, the equity of the investee is determined by attributing to individual assets and liabilities their fair value, except in cases where the IFRS provide a different valuation criterion. Any residual difference with respect to the purchase cost, if positive,
is recognized under the item "Goodwill" (hereinafter also goodwill); if negative, it is recognized in the income statement.
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
Details of the amounts of the transactions carried out during the year are shown below:
Business combination Sesto Energia S.r.l.millions of euro
Assets and liabilities acquired
Sesto Energia
Integra Impianti
Total non-current assets
27.8
-
Total current assets
0.5
0.5
Total assets (A)
28.3
0.5
Total non-current liabilities
6.7
-
Total current liabilities
2.3
0.3
Total liabilities (B)
9.0
0.3
Net assets acquired (A-B)
19.3
0.3
% of competence
100%
100%
Net assets pertaining to A2A (C)
19.3
0.3
Purchase price (D)
29.3
1.9
Goodwill (D-C)
10.0
1.6
On March 31, 2025, A2A Calore & Servizi S.p.A., a company wholly owned by A2A S.p.A., acquired 100% of the investment in Sesto Energia S.r.l., a company owning a cogeneration plant located in the Municipality of Sesto San Giovanni. The acquisition was completed for a consideration of 29 million euro and resulted in goodwill of 18 million euro. This goodwill was re-expressed (pursuant to IFRS 3) through the Purchase Price Allocation process which, at the conclusion of the analysis, allocated 11.5 million euro to intangible assets for the valuation of the authorization, 3 million euro to deferred tax liabilities and 10 million euro to goodwill allocated to the Heat CGU.
Business combination Integra Impianti S.r.l.On July 1, 2025, Acinque Innovazione S.r.l. acquired 100% of Integra Impianti S.r.l., a company operating in the energy efficiency and photovoltaic systems sector. The acquisition was completed for a consideration of 2 million euro and resulted in goodwill of the same amount. At December 31, 2025, the Purchase Price Allocation has not yet been completed, which will be completed in the timing envisaged by the standard.
It should also be noted that during the year, the PPA processes relating to the acquisition of the companies Duereti S.r.l. and Biomax Società Agricola a r.l. that took place in the previous year were completed.
A2A
Consolidated financial statements 2025
Business combination Duereti S.r.l.On December 31, 2024, A2A SpA acquired 90% of Duereti S.r.l., a company operating in the distribution of electricity in several municipalities situated in the provinces of Milan and Brescia. The acquisition was concluded for 1,229 million euro. The purchase price was fully settled at the closing of the transaction and resulted in goodwill of 890 million euro. During 2025, the Group also paid a further instalment of 24 million euro as a price adjustment. As at December 31, 2025, the Purchase Price Allocation process was completed.
The valuation, carried out by an independent expert, is based on projections of the business plans and the assumption of realization of such plans.
In order to identify the assets and liabilities involved in the transaction, the criteria for identifying intangible assets provided for respectively in IAS 38, as well as IFRS 13 that provides the definition of fair value of an asset as the price for the sale of an asset or payable for the transfer of a liability in a regular transaction in the main market (or the most advantageous) at the measurement date, at
current market conditions (i.e. a closing price) regardless of whether said price is directly observable or estimated using another market technique.
Assets and liabilities identified following compliance with the above criteria, were measured using methods that correlate the capital value of the asset to the ability to generate cash flows for the remuneration of third-party lenders and shareholders.
Property, plant and equipment were measured considering the value of the Regulatory Asset Base (RAB) as a reference, while the fair value of the concession was measured using the Multi Period Excess Earnings method (MPEE), a residual method, which is based on the principle that since the entire income of the acquired company must be allocated to the assets identified in the PPA, the income pertaining to the dominant strategic asset can be obtained by difference by deducting the ordinary remuneration of all other assets from the total income. In view of the regulatory uncertainty surrounding the valuation of the concession, alternative scenarios were considered with regard to the possible renewal of the concession.
The Purchase Price Allocation process resulted in the reallocation of the recorded goodwill to the following assets and liabilities:
Electricity grids (recognized under property, plant and equipment) for 66 million euro;
concessions on electricity networks (recognized under intangible assets) for 393 million euro;
deferred tax liabilities for 129 million euro.
The accounting for the business combination using the anticipated acquisition method also resulted in a change in Equity of 89 million euro and the recognition of goodwill amounting to 649 million euro.
For further information, please refer to paragraph 2.6 Consolidation procedures, point c) Options on the shares of Duereti S.r.l..
A2A
Consolidated financial statements 2025
1.a Consolidated
financial statements
1.b
Consolidated financial statements pursuant to Consob Resolution
no. 15519 of July 27, 2006
2.
Explanatory notes
3.
Attachments to the notes to the Consolidated financial statements
4.
Independent Auditors' Report
Below the table with the amounts identified during the Purchase Price Allocation process:
millions of euro
Fair value of the Consideration paid (90%)
1,253
Liabilities for Put/Call options
127
Total consideration (anticipated acquisition method)
1,380
Non-controlling interests
-
(A) Total consideration
1,380
(B) Net value of assets acquired
731
Goodwill
649
Below is the statement of financial position with the effects of the Purchase Price Allocation that determined the Restated values as at December 31, 2024 with respect to the data published on the same date.
Assets
Consolidated statement of financial position
Financial
PPA
Value at
Statements at 12.31.2024
12.31.2024
Restated
Non-current assets
Property, plant and equipment
7,517
66
7,583
Intangible assets
2,544
393
2,937
Goodwill
1,753
(241)
1,512
Equity-accounted investments
25
-
25
Other non-current financial assets
88
-
88
Deferred tax assets
549
(129)
420
Non-current derivative assets
2
-
2
Other non-current assets
128
-
128
Total non-current assets
12,606
89
12,695
Current assets
Inventories
318
-
318
Trade receivables
3,643
-
3,643
Current derivative assets
866
-
866
Other current assets
430
-
430
Current financial assets
32
-
32
Current tax assets
45
-
45
Cash and cash equivalents
1,549
-
1,549
Total current assets
6,883
-
6,883
Assets held for sale
405
-
405
Total assets
19,894
89
19,983
Equity and liabilities
Equity
Share capital
1,629
-
1,629
Treasury shares
-
-
-
Reserves
2,952
89
3,041
Group net profit
864
-
864
Equity attributable to the owners of the parent
5,445
89
5,534
Non-controlling interests
558
-
558
Total equity
6,003
89
6,092
A2A
Consolidated financial statements 2025
Business combination Biomax Società Agricola a r.l.Liabilities
Consolidated statement of financial position
Financial
PPA
Value at
Statements at 12.31.2024
12.31.2024
Restated
Non-current liabilities
Non-current financial liabilities
6,317
-
6,317
Employee benefits
214
-
214
Provisions for risks, charges and liabilities for landfills
787
-
787
Non-current derivative liabilities
19
-
19
Other non-current liabilities
328
-
328
Total non-current liabilities
7,665
-
7,665
Current liabilities
Provisions for risks, charges and liabilities
67
-
67
for landfills - current portion
Trade payables
3,682
-
3,682
Current derivative liabilities
767
-
767
Other current liabilities
624
-
624
Current financial liabilities
955
-
955
Current tax liabilities
120
-
120
Total current liabilities
6,215
-
6,215
Total liabilities
13,880
-
13,880
Liabilities directly associated to assets held for sale
11
-
11
Total equity and liabilities
19,894
89
19,983
On July 18, 2024, Agripower S.p.A., a company wholly owned by A2A Ambiente S.p.A., acquired 100% of Biomax Società Agricola a r.l., a company operating in the production of electricity from biogas. The acquisition was completed for a consideration of 7 million euro, resulting in goodwill of 5 million euro. During 2025, the Purchase Price Allocation process was finalised, leading to the allocation of 9 million euro of goodwill to intangible assets, the recognition of deferred tax liabilities of 3 million euro, and the recognition of a badwill amounting to 1 million euro, which was recognized in the Income Statement under the item "Other income".
Disposal GroupOn December 19, 2024, an agreement was signed for the sale to Ascopiave of certain ATEM Gas relating to gas distribution.
Following the agreement, in the financial statements at December 31, 2024, the assets and liabilities of the business unit were treated as a Disposal Group pursuant to IFRS 5. However, since the Group was still active in the gas distribution business, the business sold did not meet the definition of Discontinued Operations; therefore:
in the statement of financial position at December 31, 2024, the balances relating to the BU being sold are shown under Assets and Liabilities held for sale;
in the income statement and in the statement of cash flows, the representation of the contribution to the Group's figures is included under Continuing Operations.
The Disposal Group was then sold with effect from 1 July 2025.
A2A
Consolidated financial statements 2025