Dexelance S p A : Annual Financial Report 2025 - typeset document

ANNUAL FINANCIAL REPORT AS

AT 31 DECEMBER

2025

‌TABLE OF CONTENTS

3 Table of contents

12 Letter to shareholders

14 Corporate Bodies

16 Financial Highlights

19 Management Report, Consolidated

and Annual Financial Statements as at 31 December 2025-Consolidated Sustainability Statement

19 General Information- Basis for preparation

19 Methodology note

23 Sustainability governance

28 Sustainability strategy

38 The double materiality of Dexelance

44 Non-relevant ESRS topics

46 Policies [MDR - P DP 65]

51 Environmental information

51 Climate change

52 Information on environmental impacts, risks and opportunities

54 Energy and emissions

60 European taxonomy

76 Circular economy

78 Materials and waste

83 Workforce Information

134

Performance of the parent company

83 Information on environmental impacts, risks and opportunities

84 Human Resources Management

87 Characteristics of the Group's people

89 Diversity, inclusion, and equal opportunities

1. Health and safety

   Relazione Finanziaria Annuale 2025

2. Training

3. Entity-specific information

Dexelance S.p.A.

95 Governance Information

95

99 Annex

Information on environmental impacts, risks and opportunities

113 Management Report, Consolidated

and Annual Financial Statements as at 31 December 2025 - Economic and Financial Result

Relazione Finanziaria Annuale 2025

205

Analysis of the composition of the main balance sheet items as at 31 December 2025

230

231

Post-employment benefits

Provisions for future risks and charges

249

Other operating costs

252

253

254

Related parties

Commitments and guarantees Subsequent events

290

290

IFRS accounting standards, amendments and interpretations not yet approved by the European Union

Evaluation criteria

257

259

Relazione Finanziaria Annuale 2025

269

271

277

285

Statement of the consolidated financial statements

in accordance with Article 154-bis of Italian Legislative Decree No. 58/1998 of 24 February 1998 (Consolidated Finance Act), as amende

Report of the Independent Auditors on the audit of the consolidated financial statements

Certification of the sustainability report

pursuant to Article 81-ter, paragraph 1, of CONSOB Regulation no. 11971 of 14 May 1999 and subsequent amendments and additions

Report of the Independent Auditors

on the limited review of the consolidated sustainability reporting pursuant to Art. 14-bis of Legislative Decree no. 39 of 27 January 2010

Financial statements for the period as at 31 December 2025

Notes to the Financial Statements as at 31 December 2025

305

Analysis of the composition of the main items in the statement of financial position

as at 31 December 2025

326

327

Financial payables to lessors Other current financial liabilities

345

Proposed profit earmarking or loss coverage

329

330

330

331

331

Relazione Finanziaria Annuale 2025

331

332

333

334

334

335

335

336

336

341

Trade payables Income tax payables Other current liabilities Revenue

Other income Staff costs

Costs for services and use of third-party assets Other operating costs

Amortisation, depreciation

and writedowns of fixed assets Financial expenses

Financial income Income tax

Cash flow statement Commitments and risks

Disclosure pursuant to art. 2497 bis of the Civil Code

347

349

355

Statement of the financial statements

in accordance with Article 154-bis of Italian Legislative Decree No. 58/1998 of 24 February 1998 (Consolidated Finance Act), as amended

Report of the Independent Auditors on the audit of the annual financial statements

Report of the Board of Statutory Auditors

‌LETTER TO SHAREHOLDERS

Dear shareholders,

This year, Dexelance has once again chosen to present an integrated annual report, which incorporates the Group's financial results and sustainability reporting within the management report, in line with the adoption of the Corporate Sustainability

Reporting Directive (CSRD). This approach reflects our business model, which is based on the coordinated and synergistic management of the Group's companies, in which sustainability is being progressively incorporated into our strategy, governance and operational management.

Relazione Finanziaria Annuale 2025

With regard to ESG, we stepped up our efforts to fight climate change in 2025 through investments aimed at improving the energy efficiency and self-sufficiency of our production sites, whilst promoting an increasingly efficient use of resources throughout the entire production cycle. At the same time, we continue to pay close attention to

our business ethics principles and to fostering an inclusive working environment that supports a healthy work-life balance, a commitment further reinforced by the adoption of Group-wide policies that address sensitive issues such as diversity, inclusion and the management of working hours. Our people are one of the most important assets underpinning the Group's long-term growth and stability.

For the year 2025, we have also measured and certified, in accordance with the international standard ISO 14064-1:2018, the greenhouse gas (GHG) emissions inventory for operations across the entire scope of Dexelance's consolidation, which has been fully offset through the purchase and retirement of credits on the voluntary carbon market, thereby contributing to the financing of projects for the generation of electricity from renewable sources. Although the purchase of carbon credits does not replace targeted measures to gradually reduce the Group's carbon footprint - as evidenced by our ongoing investments in this area - the funding of these initiatives enables Dexelance to continue operating on a carbon neutral basis, thereby reaffirming its commitment, even at the financial level, to responsible and sustainable development on a global scale.

2025 was also a year marked by complex and unpredictable events, which were also aggravated by the continuing political and military tensions of the conflicts between Russia and Ukraine and between Palestine and Israel, confirming yet again a strong instability at a macroeconomic and geopolitical level.

As a result, the high-end design market is still undergoing a process of 'normalisation' and overall stability, though with two opposite trends: the retail sector is in decline, as is the contract sector within the luxury segment; conversely, there has been growth in projects within the residential and hospitality sectors.

The Dexelance Group ended 2025 with a full revenue of EUR 372.7 million, representing 15% growth compared with the previous year, driven by the acquisition of Mohd, a 'Made in Italy' brand of excellence that operates globally through an innovative omnichannel model. As a result, we are firmly established among the top 10 groups in the world in the high-end and upper-mid-range design sector. With regard to M&A transactions, we would also like to highlight the acquisition of a 25% stake in the Roda Group, a leading

manufacturer of high-end outdoor furniture, and the remaining shares in Flexalighting S.r.l., which has given us full ownership of the company.

For the first time during our tenure, organic growth has slowed down, due, on the one hand, to a more conservative approach to retail spending among key clients in the luxury sector within the Luxury Contract segment, and, on the other hand, to certain non-recurring factors that have affected the residential sector.

Due to the investments made to support brand development and the inclusion of new talent to strengthen the organisation, the year closed with a full adjusted EBITDA of EUR

34.4 million, representing 9.2% of full revenue, and a full adjusted net profit of EUR 6.2 million, representing 1.7% of full revenue.

At the start of 2026, the situation remains complex and difficult to assess, with further conflicts in Iran and across the Middle East adding to the challenges. Once again, the leading indicators suggest that the target market remains broadly stable, but we are confident that we can continue to grow organically, as set out in our Mid-Term Ambition Plan, without taking into account the effects of the capital increase to be carried out likely by June, which will help us further capitalise on M&A opportunities arising in a sector that is increasingly tending towards consolidation.

We firmly believe that the priority today is not simply to 'grow further', but to manage the complexities of this growth by establishing a direct link between the group's vision and the organisation's ability to execute, ensuring that every brand, project and role contributes in a coordinated and synergistic manner to furthering a single strategic direction. This delicate balance is nevertheless the fundamental and defining feature of the Dexelance model, which aims to preserve the autonomy and identity of each brand,

highlighting their culture and entrepreneurial talent, whilst still fostering real synergies at the group level. This model is what truly distinguishes Dexelance.

I would like to take this opportunity to thank all of our stakeholders for their continued support, especially our shareholders, our Board of Directors and, above all, all of the more than one thousand people who form part of our community.

Thank you all, Andrea Sasso

12 13

‌CORPORATE BODIES

Board of Directors1

Fabio Sattin Andrea Sasso Giorgio Gobbi Paolo Colonna

Giovanni Tamburi(*) Alessandra Rollandi Piero Generali Alessandra Stea Giovanni Gervasoni

Cristina Finocchi Mahne(*)(**) Lea Lidia Lavitola(*)(**)

Paola Mungo(**)

Board of Statutory Auditors2

Filippo Annunziata Marzia Nicelli Fabio Buttignon

Supervisory Body3

Fausto De Angelis Anna Maria Magro Nicola Traverso

Honorary Chairman Chair and CEO Executive Director Director

Director Director Director Director Director

Independent Director Independent Director Independent Director

Chairman and Statutory Auditor Standing Auditor

Standing Auditor

Supervisory Body4

EY S.p.A.

1 In office until the approval of the financial statements for the year as at 31 December 2025

2 In office until the approval of the financial statements for the year as at 31 December 2025

3 In office until the approval of the financial statements for the year as at 31 December 2027

4 In office until the approval of the financial statements for the year as at 31 December 2031 (*) Member of the Appointments, Human Resources, and Remuneration Committee

(**) Member of the Control and Risks, Related-Party Transactions and Sustainability Committee

‌FINANCIAL HIGHLIGHTS

The following table shows the Group's main financial highlights (expressed in thousands of euros) as at 31 December 2025, compared to the results achieved in the previous year, as if the acquisitions had taken place on 1 January of each year.

It should be noted that:

• The EBITDA was determined without considering non-recurring costs (adjusted EBITDA);

• The EBIT was calculated gross of the amortisation and depreciation of intangible assets with a finite useful life recorded during PPA (Purchase Price Allocation) (adjusted EBIT);

• The net result, on the other hand, was determined without the positive

and negative economic effects of imputed charges and the remeasurement

of put and call options and earn-outs due to minority shareholders and the related tax effect (adjusted net result).

For the reconciliation of the figures, please refer to paragraph Economic and Financial Result of the Management Report accompanying the Consolidated and Separate Financial Statements as at 31 December 2025.

ADEMPIMENTI ESEF (EUROPEAN SINGLE ELECTRONIC FORMAT) COMPLIANCE

The consolidated financial statements as at 31 December 2025 have been prepared in the XHTML format and have been marked in accordance with the provisions of the

European Commission's Delegated Regulation (EU) 2019/815 and subsequent versions on regulatory technical standards relating to the specification of the European Single Electronic Format (ESEF).

Financial Highlights

2025

2024

372.730

324.138

2025

2024

11.305

33.106

2024 36.667

‌MANAGEMENT REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2025

CONSOLIDATED SUSTAINABILITY STATEMENT

GENERAL INFORMATION- BASIS FOR PREPARATION - ESRS 2

METHODOLOGY NOTE

Annual Financial Report as at 31 December 2025

Consolidated Sustainability Statement (or also the "Statement" or the "Disclosure") provides the reader with clear, accurate, transparent and comprehensible information on the environmental and social impacts generated by the Dexelance Group, as

Consolidated Sustainability Statement

well as impacts regarding personnel, respect for human rights and supplier relations management caused directly or indirectly by the company, or to which it has contributed.

It provides a thorough understanding of the main risks associated with

the Group's business activities, as well as its achievements and performance in the area of sustainability.

The Dexelance Group, as an organisation already subject to the non-financial reporting obligation pursuant to Legislative Decree no. 254/2016, is publishing its second annual consolidated sustainability statement in accordance with the requirements of the new EU Directive 2022/2464 (the "CSRD"), which has been transposed into Italian law by Legislative Decree 125/2024.

[BP-1] General basis for the preparation of the sustainability statement

This Statement has been prepared in accordance with the European Sustainability Reporting Standards (ESRS), specifically defined by EFRAG to meet EU regulatory requirements under the CSRD. The qualitative and quantitative data and information contained within this document refer to the financial year ended 31 December 2025. The reporting scope coincides with that of the Dexelance Group's Annual Consolidated Financial Statements, meaning that it includes the financial reporting data of the parent company (Dexelance S.p.A.) and the fully consolidated companies5. Please note that the company Roda S.r.l. (hereinafter "Roda"), acquired in July 2025, is not included in this statement because, as the Dexelance Group acquired a minority stake in the company, it does not fall within the scope of consolidation; whereas for the company acquired in

September 2025, Mollura & C. S.p.A. (hereinafter "Mohd"), this Statement considers only the data for the period during which the company was actually consolidated within the Group's scope (from October 2025 to December 2025), and not for the full financial year.

5 For further details, please refer to the section "Operating conditions and business development" in the "Management Report Consolidated and Separate Financial Statements as at 31 December 2025 - Economic and financial results", included in this document.

19

18

Axolight

Roda

The information provided in this Sustainability Statement is prepared in such a way that it includes information on the Group's relevant impacts, risks and opportunities arising from its direct and indirect business relationships in the upstream and/or downstream value chain.

In this document, Dexelance has chosen not to report sensitive information of a strategic, product-related nature, while making sure not to compromise the overall relevance of the disclosure. The Group complies with its disclosure obligations by providing all other information requested and having made all reasonable efforts to ensure that the omission does not affect the completeness and relevance of the Reporting.

Dexelance did not make use of the exemption from the disclosure of information concerning upcoming developments or matters under negotiation, pursuant to Articles 19 bis, paragraph 3 and 29 bis, paragraph 3 of Directive 2013/34/EU.

[BP-2] Regarding specific circumstances

Definition of short, medium and long-term time horizons

In preparing the Sustainability Statement, Dexelance adopts the short-, medium-, and long-term time horizons defined by ESRS 1, as follows:

Annual Financial Report as at 31 December 2025

• Short-term: one year, the period adopted as the reference for its financial statement;

• Medium-term: up to five years after the end of the short-term reference period;

• Long-term: more than five years.

  The choice of time horizons was made to ensure a consistent assessment capable of integrating sustainability into the company's business. The short-term horizon, coinciding with the annual accounting cycle, makes it possible to combine sustainability information with financial data and to monitor the effectiveness of initiatives in a timely manner. The medium-term, which covers up to five years from the end of the short term, allows for planning sustainable strategies, monitoring the achievement of relevant objectives and assessing risks and opportunities within a more predictable time frame. Finally, the longterm, which exceeds five years, is crucial for considering long-term environmental, social and governance impacts, including emerging risks such as climate change.

  Value Chain Estimation

  As far as the organisation's GHG calculation is concerned, the collection of data, its processing and the subsequent quantification of emissions were based on the core principles of the reference standard UNI EN ISO 14064-1:2018, which has been adopted since the first year of this inventory's calculation and reporting,

  i.e. the financial year 2023.

  For the purposes of the inventory calculation, data on significant direct and indirect emission sources were collected, as well as the data required to process them.

  Regarding to indirect emissions, Dexelance has defined a set of criteria to identify the significant ones, which are subject to quantification and reporting.

  To do so, the following criteria were considered:

• Magnitude: This criterion assesses the magnitude/volume of emissions on the basis of already published studies for similar realities, or on the basis of qualitative-quantitative assessments that include expert opinions and/or quick estimates.
• Level of influence and control: This criterion assesses the organisation's ability to influence the specific emission source. The objective of this criterion is to circumscribe the indirect emissions on which

  the organisation can effectively intervene with reduction plans, thereby avoiding efforts in reporting on aspects on which the ability to influence is nil.

• Access to information: The aim of this criterion is to measure the availability of the information needed to quantify the emissions associated with the source, so that an assessment can be made of the effort-benefit ratio, cross-referencing it with information on magnitude and the capacity to influence..

Consolidated Sustainability Statement

For the purposes of this report, the categories found to be significant, following the application of the above criteria according to ISO 14064, have been transposed according to the nomenclature and clustering provided by the GHG Protocol. More information on the relevant categories and their associated GHG emissions can be found under the "Energy and Emissions" section of the chapter titled "Environmental Information".

The selection of activity data followed a clearly defined hierarchy, prioritising physical data (e.g. mass, volume) as the first option, followed by estimated physical data (derived from sampling or conversions of economic data) or economic data.

In accordance with ISO 14064, a two-tier uncertainty analysis was carried out to ensure that the results of the GHG emissions inventory are presented transparently and interpreted correctly.

The first regards the method used to quantify activity data. Each method has been assigned a level of uncertainty that increases in line with the degree of approximation of the data, distinguishing between measured, sampled or estimated physical data and economic data. This approach reflects the varying degrees of reliability of the available information and makes it possible to highlight the areas that are most dependent on assumptions or indirect conversions.

The second source regards the uncertainty of emission factors, which is estimated differently depending on the source database. For factors derived from Ecoinvent and the World Food LCA Database, uncertainty was quantified using a statistical analysis carried out using Simapro software, in accordance with the approach described by Muller et al. A standard uncertainty was applied to factors derived from EPD, whilst a higher level of uncertainty was used for those from Exiobase, consistent with the macroeconomic nature of that database.

‌The overall uncertainty for each emission source was therefore calculated by aggregating the two components (activity data and emission factor) using the square root of the sum of the squares, in line with established practice.

For transport and end-of-life processes, the level of uncertainty is inherently higher. Although the mass can be accurately measured, estimates of distribution distances and end-of-life treatment - based on simplified assumptions and statistics with limited representativeness - entail the classification of this quantification approach as an estimated physical value.

Lastly, the emission factors used are derived from the main databases (Ecoinvent, DEFRA, Exiobase), and they consider all the main GHGs (i.e. CO2, CH4, N2O, HFCs, PFCs, SF6 and other fluorinated gases), which were then translated into CO2-equivalent units using the characterisation factors released by the IPCC (AR6 of 2021), the most authoritative institution on climate change. For further information on the specifications of the factors used, please refer to the chapter titled "Main Calculation Criteria".

Sources of estimation and outcome uncertainty

Annual Financial Report as at 31 December 2025

Where estimates have been made in the quantification of data with a high level of uncertainty, an appropriate indication is given at the bottom of the relevant figure included in the relevant section. The Group endeavours to monitor possible changes in regulations or reference standards used (e.g. ISO 14064) to reduce the level of uncertainty of reported information whenever possible.

Changes in preparation or presentation of sustainability information

As this is the second year of reporting in accordance with the ESRS Standards, Dexelance has provided comparative figures for the previous financial year. Consequently, there is no change in the sustainability information compared to the previous reporting period.

Reporting errors in prior periods

From this financial year onwards, comparability has been restored, and based on the verifications conducted, no material errors were identified, nor were any adjustments or the use of alternative measures necessary.

Disclosures stemming from other legislation or generally accepted sustainability reporting pronouncements

Other than the information required by ESRS, Dexelance did not include information required

by other legislation containing sustainability reporting requirements or generally accepted sustainability provisions. Therefore, there are no references to additional applied reporting principles or frameworks.

Incorporation by reference

The text includes, for each ESRS reporting obligation, a referral to the "Management Report of the Consolidated and Separate Financial Statements as at December 31, 2025 - Economic and financial result", with an indication of the corresponding section.

This disclosure requirement is not applicable to the Group, as the number of employees as of 31/12 is greater than 750.

SUSTAINABILITY GOVERNANCE

[GOV-1] The role of the administrative, management and supervisory bodies

Consolidated Sustainability Statement

The corporate governance system adopted by Dexelance is aimed at creating synergies between the different companies and is geared towards ensuring a responsible and transparent management of the Group. Since its listing, and as subsequently confirmed at the meeting on 7 February 2024 of the Board of Directors (hereinafter the "BoD" or the "Board of Directors"), Dexelance has adhered to the Corporate Governance Code of Listed Companies approved in January 2020 by Borsa Italiana's Corporate Governance Committee.

Therefore, its governance model consists of a Board of Directors (BoD), which is responsible for managing the company, supported by the Board of Statutory Auditors, a supervisory body responsible for monitoring compliance with the law and company rules, in addition to ensuring the adequacy of the company's internal oversight systems and organisational departments that monitor the directors' compliance with the by-laws and the law.

The BoD pursues the objective of creating sustainable value for the long-term by defining the strategies of the Group and its member companies and by monitoring, through regular update meetings, the

implementation and impacts of its management on the company. The Board is also called upon to deliberate whenever the Company assesses an opportunity for external growth, to ensure its adherence and consistency with the Group's development strategy.

As of 31 Decem[GOV-1] The role of the administrative, management and supervisory bodiesber 2025, the Board of Directors of the Group, unanimously appointed by the ordinary shareholders' meeting on 9 May 2023 and which took office after the completion of the listing on 18 May 2023, consists of 11 members, six men (55%) and five women (45%), of which 36% belong to the age 30-50 group, and the remaining 64 %, to the 50+ age group. 27% of the members of the Board of Directors are independent. In addition to these 11 members of the Board, there is an Honorary Chairman, who has the right to participate in all board meetings, but without the right to vote. The executive members within the bodies are Andrea Sasso (Chairman & CEO) and Giorgio Gobbi (Executive Director).

The Board of Statutory Auditors consists of three full members, one of whom is a woman, and two alternate auditors, one of whom is a woman. Considering the total membership, including full and alternate members, 20% of the members of the Board are in the 30-50 age bracket, and the remaining 80% are in the over-50 age bracket.

Andrea Sasso, Chairman of the Board of Directors, also holds the position of Managing Director

and Chief Executive Officer (hereinafter the "CEO"). This position was confirmed unanimously at the meeting

on 23 May 2023, the first meeting held after the effective appointment of the new Board of Directors. This meeting also confirmed the appointment of Giorgio Gobbi as Executive Director, the independence requirements of the independent directors, the appointment of the Lead Independent Director, and the composition and chairmanship of the Board's own internal committees.

The interests of the stakeholders, the diversity within the Board of Directors, and the competencies of its members were taken into account by the aforementioned shareholders' meeting to warrant the

appointment of the current Board, which will remain in office until the approval of the financial statements as at 31 December 2025.

Further bodies established at the Shareholders' Meeting of 9 May 2023, also effective upon completion of the listing process are the Appointments, Human Resources, and Remuneration Committee and the Control, Risk, Related Party Transactions, and Sustainability Committee.

There is no employee representation on administrative, management and supervisory bodies.

Annual Financial Report as at 31 December 2025

The members of the bodies have extensive and consolidated experience in the business sectors, the Group's products and Dexelance's target markets. Their careers have developed in leading roles in areas such as finance, investment, private equity, corporate governance, marketing, operations and strategic development, with across-the-board experience in leading national and international companies. With diverse and complementary backgrounds ranging from manufacturing, design and retail to strategic consulting and sustainability, each member brings distinctive skills that contribute to Dexelance's growth and innovation.

and Remuneration Commi ee

Table 1 Percentages of members of administration, management and control bodies broken down by gender

Management, sustainability team, and management of IROs

The Board of Directors plays a control and approval role, drawing on the support of the Board's own internal committees for operational assessments. In particular, the Control and Risk, Related Party Transactions

and Sustainability Committee provides proposing and advisory functions, thereby guaranteeing an adequate preliminary activity to support the Board's decisions on the internal control, risk management and sustainability system. Given the key importance of sustainability, Dexelance has set up a Sustainability Team within the Parent Company, consisting of an ESG Manager and an ESG Specialist, who work in close synergy with the Group's Chief Financial Officer (hereinafter the "CFO"), and with the ESG Ambassadors, who are the point persons at the subsidiaries involved in implementing the actions concerning the sustainability objectives. The ESG Ambassadors, supervised by the Group's management, namely, the CEOs of the subsidiaries, actively cooperate with the Parent Company's Sustainability Team to implement ESG strategies, thereby ensuring coordinated and effective action on all sustainability issues.

On 12 November 2025, the Board of Directors approved the double materiality analysis carried out for the purpose of the 2025 Sustainability Statement, which identifies relevant Impacts, Risks

and Opportunities (IROs) for the Dexelance Group.

During the current financial year, in line with the provisions and plans set out in the Manifesto approved last year, the Group is continuing to implement the measures and objectives outlined in the 2025-2027

Business Plan7, which have been designed to address environmental, social and governance issues involving all Group companies in order to ensure a consistent, integrated approach. These actions and objectives have been reaffirmed and incorporated into the new, current Business Plan covering the three-year period of 2026-2028.

This year as well, the Plan was prepared in cooperation with the ESG Ambassadors, thereby ensuring the concreteness and feasibility of the defined initiatives. The objectives, which were approved by the Parent Company's management8 and the Board of Directors, were carefully evaluated to ensure

a close connection with the material IROs and to foster strategic synergies and effective supervision. Progress was monitored during this reporting year on a quarterly or half-yearly basis, depending on the specific nature of the objectives.

This monitoring has enabled us to continuously assess the progress of our initiatives, ensure that pre-defined deadlines are met, and reinforce the Group's commitment to sustainability.

Consolidated Sustainability Statement

The Board of Directors has a control and approval role on issues regarding impacts, risks and opportunities, and it receives support from the Control and Risk, Related Party Transactions and Sustainability Committee. This committee performs a proposing and advisory role, providing adequate preparatory work for the Board's evaluations. In particular, it supports the definition of sustainability guidelines, the periodic review

of impacts, risks and opportunities, and the monitoring of actions taken to manage them.

The Parent Company's Sustainability Team is in charge of operationally supporting these processes, also with the involvement of any external advisors who may be appointed at any given time.

The Group's management manages impacts, risks and opportunities through a governance that takes place at two levels: the Parent Company's management, which is responsible for the overall strategy, and

Group Management, which is in charge of operational implementation. The Parent Company's Sustainability Team works with the CFO to coordinate the integration of ESG strategies, with the support of the ESG Ambassadors. Control and monitoring are entrusted to the BoD and the Control and Risk Related Party Transaction and Sustainability Committee, which oversee the effectiveness of the actions taken.

The effectiveness of the Group's governance mechanisms is supported by continuous training and a focus on developing the skills of management and of the directors in the area of sustainability. The Company encourages the Group's management's participation in events dedicated to sustainable development, and/or Dexelance's participation in awards, calls for tenders, projects and communities whose areas of focus also touch on sustainability issues. In addition, the Control and Risk, Related Party Transactions and Sustainability Committee and the Board of Directors receive regular reports from the Parent Company's management on the actions carried out by the Group with a view to sustainable development. At the same time, formal and informal meetings are held with members of the Group's management and their direct reports on sustainability issues, in which any external advisors specialised in ESG issues who may be

identified at any given time may also take part. Finally, as was the case for the first time in 2024, a workshop was organised in 2025 to address various sustainability related issues, including regulatory developments, strategic priorities and emerging operational challenges. The meeting provided an opportunity for all participants from the subsidiaries involved to exchange views, with the aim of jointly assessing the urgency, impacts and needs in the area of sustainability

6 The average ratio of male to female members of the Board of Directors is approximately 1.3. 7 It should be noted that the scope of the Business Plan covers the Group's Italian subsidiaries.

8 The CEO; Managing Director; CFO; CDO; Corporate Development, IR & ESG Manager.

[GOV-2] Information provided to and sustainability matters addressed

by the undertaking's administrative, management and supervisory bodies

Dexelance's Parent Company management and the Board of Directors are routinely informed about relevant impacts, risks and opportunities as well as their related policies and objectives, which are reported to them by the Sustainability Team at committee meetings convened on an annual basis. Where necessary, the BoD is aligned with the results and effectiveness of policies and actions carried out by the Group or the individual subsidiaries.

The 2026-2028 Business Plan integrates the sustainability related strategic lines resulting from the double materiality analysis, ensuring consistent alignment with the pillars and strategic lines identified in the Group's ESG Manifesto and with the needs of the individual subsidiaries. In particular, the role of the Board of Directors is fundamental in identifying and pursuing the Group's strategic objectives. It evaluates the general management performance and takes the information received from the delegated bodies into account. In the meetings dedicated to defining and reviewing the corporate strategy, in conjunction with the assessments conducted for the Business Plan, the administrative, management, and supervisory bodies address the issues relevant to the Group arising from the identification of the most significant impacts, risks and opportunities (IROs) for Dexelance. This allows for a thorough and balanced assessment of any trade-offs between growth objectives, sustainability and long-term value creation.

Annual Financial Report as at 31 December 2025

The list of significant impacts, risks and opportunities addressed by the administrative, management and supervisory bodies during the reporting period can be found in the section "Dexelance's double materiality" in this chapter.

[GOV-3] Integration of sustainability related performance in incentive schemes

Members of the administrative, management and supervisory bodies are not currently offered incentive schemes linked to sustainability targets, with the exception of the two directors Andrea Sasso and Giorgio Gobbi. In fact, after the Shareholders' Meeting of 22 April 2024 approved the 'Italian Design Brands 2024-2029 Performance Shares Plan', an incentive plan based on financial instruments with a vesting period running from 2024 to 2029 and having as its beneficiaries Dexelance's Strategic Managers, namely the CFO, the CDO, and the Corporate Development, IR & ESG manager, as well as Andrea Sasso, Chair and CEO, and Giorgio Gobbi, Executive Director. 20% of the units accrued by the Plan's beneficiaries are linked to

ESG performance objectives. These were confirmed following the approval of the 2025-2027 Business Plan, which, as described above, also includes actions and objectives regarding sustainability issues.

In addition, starting in the year 2025, with reference to the objective "Implementation of an incentive system linked to ESG KPIs", provided for in the current Business Plan, annual bonuses linked to sustainability goals set for the individual companies will be provided for the Group management,

as well as for the ESG Ambassadors.

[E1 GOV-3] Integration of sustainability related performance in incentive schemes

No climate change related incentive schemes are currently being offered to members of the non-executive administrative, management and supervisory bodies.

[GOV-4] Statement on due diligence

At present, the Group does not have an active, formal due diligence system for sustainability, but it implements various controls that help to ensure the supervision and management of risks in the relevant areas. The adoption of standards such as ISO 14064 complements the other management systems

of some Group companies (ISO 14001, ISO 9001, and ISO 450019). This constitutes a real safeguard for the management and control of environmental and social impacts.

9 ISO 14001 - Gervasoni; ISO 9001 - Gervasoni, Saba Italia, Flexalighting, Cubo Design; ISO 45001 - Gervasoni

Furthermore, the Supervisory Body, pursuant to Legislative Decree 231/2001 and within the companies where it holds office, carries out spot checks on issues such as governance and health and safety,

with a view to monitoring the adequacy of internal processes and ensuring compliance with regulations and company procedures.

These tools not only ensure compliance with applicable regulations, but also promote continuous improvement, the identification of risks and opportunities, and the implementation of corrective and preventive actions.

[GOV-5] Risk management and internal controls over sustainability reporting

Consolidated Sustainability Statement

During 2025, Dexelance drew up the "Procedure for the Preparation of the Consolidated Sustainability Statement", which was approved by the Board of Directors on 12 November 2025, with the aim of establishing an internal control and risk management system dedicated to reporting and ensuring the reliability, accuracy and compliance with the CSRD Directive and ESRS standards. In accordance with the Procedure, the reporting process is coordinated by the Parent Company's Sustainability Team, under the supervision of the CFO and the CEO, with the involvement of the Board of Directors and the Control, Risk, Related Party Transactions and Sustainability Committee. In 2026, following the completion of the double materiality analyses, the Company will carry out a scoping exercise to identify the disclosure requirements relevant to the Internal Control System, with the aim of formalising the Risk Control Matrix for a disclosure requirement identified as a pilot, in order to continue ensuring the Group's alignment with best practices in the areas of governance and internal control.

Considering the changing regulatory landscape in sustainability, the Dexelance Group has worked to develop an internal control and risk management system for sustainability reporting (ICSR), which includes processes, procedures and controls to ensure the quality, reliability and transparency of the sustainability information. The system is integrated with the Enterprise Risk Management (ERM) process and is supported by the Internal Audit Office to verify the adequacy and effectiveness of all controls. Reporting activities are led by the Parent Company's Sustainability Team, which coordinates the double materiality analysis process and, in collaboration with the Internal Audit Office, supports management in identifying the sustainability issues most relevant to the Group and its stakeholders, planning and implementing the stakeholder engagement activities deemed necessary under the Directive and in line with the reporting standard. It also manages the collection, analysis and validation of data with the involvement of the ESG Ambassadors and the Data Owners of the individual subsidiaries.

The Group uses the double materiality analysis to identify and prioritise sustainability risks. In particular, the development of the financial materiality process is based on the Enterprise Risk Management process and the annual updating of the Risk Register, thereby harmonising sustainability risks with financial risks. Working in collaboration with the CFO, the Sustainability Team conducts the assessments and presents the results to the CEO, the Board of Directors, and the Control and Risk, Related Party Transactions and Sustainability Committee.

The main sustainability related risks that emerged included those concerning physical climate and transition risks that pose a significant threat to both corporate infrastructure and the value chain, also in terms of

an adaptation to new regulatory requirements in this area. Another critical element is the dependence on key raw materials, whose possible price increase or scarcity could affect the Group's production capacity and profitability. Waste management is also a significant risk, as non-compliance with environmental regulations could expose the company to financial penalties and damage its reputation, undermining the credibility of its sustainability commitments. In terms of safety and human capital, the Group has identified the risk of occupational accidents and illnesses, which could result from exposure to hazardous substances and/or repetitive/ergonomic movements, and which could entail additional insurance costs, as well as

‌repercussions on the Company's reputation. Finally, dependence on key figures is a further critical factor; the absence of succession plans for the Group's management and strategic roles could lead to a skills shortage and thereby compromise the quality of management and competitiveness in the long run and reduce the capacity for strategic development.

Annual Financial Report as at 31 December 2025

For each of these risks, Dexelance has identified mitigation strategies that will include, for example, the adoption of specific policies and procedures that establish clear and consistent guidelines for managing risks and defining roles and responsibilities to ensure that each risk is monitored and managed by specific, qualified company figures. As part of these policies and procedures, the control procedures have been structured to ensure that business processes are carried out in compliance with internal and external regulations, through an effective separation of duties (SOD), thereby avoiding conflicts of interest and improving the reliability of the controls. In addition, periodic risk assessment through audits and continuous monitoring allows for the early detection of any areas of vulnerability and the adoption of corrective actions. The findings arising from the risk analysis and the operation of the internal control system are incorporated into the sustainability reporting process, thereby ensuring a consistent link between risk management, control measures and the information disclosed to stakeholders. In line with the approach taken for the risk analysis, Dexelance has instituted specific verifications of the sustainability data with the aim of ensuring their accuracy and completeness in accordance with the disclosure requirements set out in the reporting standards. The Parent Company's Sustainability Team, with the support of the ESG Ambassadors and

the Data Owners, is responsible for the accuracy and completeness of the information collected. The validation process involves the Parent Company's Sustainability Team's annual review of the data, including the analysis of deviations from the previous year through internal verifications that ensure the information's completeness and reliability.

The Sustainability Statement is submitted to the Group's CFO and CEO, who review, examine and approve it; to the Control, Risk, Related Party Transactions and Sustainability Committee, which examines its content in relation to the applicable reporting principles; to the Board of Directors, which reviews and approves it,

verifying that it has been prepared and published in accordance with current legislation in force, consistently with the requirements for the consolidated financial statements; to the Board of Statutory Auditors, which monitors compliance with the relevant legislation and the adequacy of the organisational, reporting and control systems; the Independent Auditors, who carry out a limited assurance engagement through verification procedures, taking into account the documentary evidence, data sampling and analysis of the information contained in the Report, and who issue a Report pursuant to Article 14-bis of Legislative Decree 39/2010.

The foregoing description of the business areas aligns with the information prepared in accordance with IFRS 8, as reported in the "Sector information" section of the "Management Report, Consolidated and Separate Financial Statements as at 31 December 2025" of the Dexelance Group.

Gervasoni

Meridiani

Furniture, sofas, sofa beds, rockers, lamps, beds, benches, armchairs, poufs, chairs, stools, tables, end tables

Sofas, sofa beds, armchairs, benches and poufs, chairs and stools, tables, end tables, writing desks and consoles, storage cabinets, beds, nightstands, accessories

Saba Italia

Gamma Arredamenti International

Turri

Sofas, armchairs, poufs, chairs, stools, beds and sofa-beds, tables, and accessories

Sofas, armchairs, poufs, beds, tables, nightstands, lamps, accessories

Sofas, armchairs, sideboards, tables, chairs, end tables, beds, nightstands, benches and poufs, consoles, accessories, lighting, office

Davide Groppi

Suspended, ceiling, wall, table, and floor lamps, recessed lamps, outdoor lamps

Flexalighting

Indoor and hanging lamps, various types of recessed lamps, path markers, projectors,

linear systems, ceiling and wall systems, RGB systems, outdoor lamps (ceiling and ground recessed lighting, path markers, ceiling

and wall lighting, projectors, and bollards)

Axolight

Designer chandeliers, wall lamps, table lamps, pendant lamps, wall and ceiling lamps,

floor lamps

Lighting

Furniture

Products10

Company

Business Area

Consolidated Sustainability Statement

Production and installation of furniture for

SUSTAINABILITY STRATEGY

[SBM-1] Strategy, business model, and value chain

The Group's business area, products, and companies

Dexelance Group is active in the furniture and lighting sector. The 12 manufacturing companies belonging to the Group are divided into five strategic business areas (SBAs): "Furniture", "Lighting", "Luxury Contract", "Kitchens and Systems" and "Omnichannel go-to-market".

Gervasoni, Meridiani, Saba Italia, Gamma Arredamenti and Turri work in the "Furniture" strategic business area, providing a wide range of products for interior and exterior furnishings; Davide Groppi, Flexalighting and Axo Light belong to the "Lighting" strategic business area; the "Luxury Contract" strategic business area includes two companies, Modar and Cenacchi International, which focus on creating bespoke, prestigious furnishings for luxury stores, showrooms, residences, hotels, and offices; the "Kitchen & Systems" strategic business area consists solely of Cubo Design, which focuses on designing, manufacturing and marketing modular kitchen solutions and systems through the Binova and Miton Cucine brands; the "Omnichannel go-to-market" strategic business area consists solely of Mohd, which distributes high-end design products and manages furnishing projects worldwide through a highly innovative, single omnichannel business model.

Cenacchi International

Modar

Cubo Design

Mohd

10 No products offered by Dexelance were found to be prohibited in certain markets.

luxury shops, showrooms, offices, hotels, and homes

Production and installation of furniture for luxury shops, residences, hotels, and offices

Kitchens, storage cabinets, accessories

Distribution of furnishings and accessory products

One of Dexelance's objectives is to support the sales structures of its subsidiaries and to promote growth and revenue acceleration also through expansion and increased penetration into new markets. In 2024, the majority of Dexelance revenue was generated from the retail channel, mainly due to the presence

of the above mentioned independent, multi-brand stores located in more than 130 countries that feature the Group's brands. The remaining share of revenue comes from the B2B or "Contract" channel, in which Dexelance companies have specific expertise in various target sectors, such as luxury brand retail stores and boutiques, residential, high-end hospitality, and boating. In addition to the domestic market, the Group's main areas of operation are the countries of Central Europe, such as France, Germany and the United Kingdom, and North America, namely the United States and Canada.

Turri

Annual Financial Report as at 31 December 2025

For information on the number of employees per geographic area of the Dexelance Group, please refer to the section "Characteristics of the Group's people" in the chapter "Company Information".

Group Strategic Sustainability Guidelines and ESG Manifesto

In the ESG Manifesto defined and approved in the course of 2024, Dexelance defined and formalised the strategic guidelines of the Group's journey to sustainability, which have been transposed by all the subsidiaries in a three year action plan with the aim of addressing the main challenges related to this

issue, working on a common ground and taking into account the material ESRS identified with the double materiality analysis. The Group's sustainability strategy is structured around three macro impact areas: environment, people, and ethical and sustainable business management.

In the environmental field, the Group is committed to reducing the impact of climate change by controlling climate changing emissions and adopting energy efficiency initiatives. Furthermore, Dexelance has set itself the goal of making its offices and warehouses more sustainable by adopting responsible operational practices and promoting eco design and circularity across its various business units, all with a view to optimising the use of available resources, reducing waste and, more generally, gaining an advantage in terms of economic efficiency and long-term competitiveness.

Consolidated Sustainability Statement

By virtue of these commitments, in 2025, several Group companies carried out targeted energy related initiatives, primarily involving the installation of solar panels. In particular, Gamma Arredamenti has expanded its existing system, increasing its capacity to generate energy from renewable sources and further reducing its reliance on traditional energy sources; at the same time, Turri, Saba Italia and Mohd have begun installing new solar systems at their respective factories, thereby taking a significant step towards greater energy self-sufficiency with the aim of the full operation of these systems in 2026.

In addition, most of the Group's companies have installed drinking water dispensers in their offices and production departments for use by all employees, and have provided branded, reusable water bottles. This initiative is designed to reduce the consumption of single use plastic and the generation of waste.

These initiatives form part of a broader Group strategy to improve energy efficiency, reduce the impact of its activities on the surrounding environment and cut CO2 emissions. As further evidence of its commitment, the Group has adopted a Group Environmental Policy that establishes common principles and guidelines on environmental sustainability.

As regards its people, Dexelance has committed to keeping the protection of human rights and to promoting the creation of a fair and inclusive working environment at the centre of its strategy, raising awareness among employees about the principles of equality, diversity and inclusion and setting itself the goal of launching initiatives aimed at cultivating employee satisfaction and motivation to promote their wellbeing and their professional development. The Group is also committed to strengthening ties with local communities by contributing to the development of craft skills and to economic growth.

In line with these principles, in 2025 the Group adopted a Diversity and Inclusion Policy and a Working Hours Management Policy, with the aim of ensuring equal opportunities and fair working conditions, as well as promoting a healthy work-life balance. In particular, in line with Dexelance's commitment to implementing organisational measures designed to improve the quality of the working experience, several Group companies have introduced flexible working arrangements for their employees.

Furthermore, most of the companies have joined the Group's corporate welfare programme, a structured platform that grants employees a comprehensive range of financial benefits, as well as dedicated services and initiatives. The programme forms an integral part of the overall remuneration package, designed to boost employees' purchasing power and effectively meet their key needs.

Finally, with the aim of consolidating its governance structure, the Group aims to integrate more and more ESG criteria into its decision making and operational processes.

Dexelance will work to extend the Group's ESG commitments to additional levels in the value chain by involving suppliers and retail partners in responsible management practices.

The ESG Manifesto and the strategic guidelines of Dexelance's sustainability journey are integrated into the Group's overall strategy in a way that considers the different business areas to which the subsidiaries belong.

Specifically, for the companies belonging to Dexelance's Furniture, Lighting and Kitchen & Systems strategic business areas, the strategy is based, on the one hand, on targeted actions to increase the visibility of the brands in the various channels and markets to support their positioning within the competitive landscape of their respective sectors, and on the other hand, on activities and tools dedicated to the retail partners that provide a constantly improved performance and are designed for the needs of the different markets, all in order to increase the degree of loyalty of the distribution network and establish long-term partnerships. In terms of products, companies of the Group cultivate relationships with architects and designers to promote the creation of new products and collections that are increasingly innovative in terms of function and quality, long lasting and with less environmental impact, terms of production and end-of-

life and disposal, as well as identity design, with the aim of embracing market trends that are progressively evolving towards an increasingly holistic approach in the evaluation of consumer brands.

Annual Financial Report as at 31 December 2025

Regarding the Luxury Contract strategic business area, the growth strategy implemented by the Dexelance companies focuses more on expanding the customer base, whilst maintaining the very high quality of the products and service offered to customers. This objective entails a continuous effort and investment in the company structures to make production processes more and more efficient, flexible and sustainable from an economic standpoint, as well as in terms of reducing energy and emission impacts, as well as to attract and train new talent, technically and professionally, thereby cultivating the internal know how generated by the many years of experience in the sector. The impetus from major customers, who are active in the world of fashion and luxury jewellery and who are increasingly aware of sustainability issues, acts as a strong driver for ESG engagement and implementation not only for the companies in the Dexelance segment, but also for all upstream actors in the value chain.

Finally, regarding the Omnichannel go-to-market strategic business area, the growth strategy is based on strengthening and enhancing the omnichannel model, which comprises digital presence, physical presence and advanced design services. The ongoing development of e-commerce and digital tools is

aimed at enhancing the customer experience and accessibility, with a view to supporting complex projects on an international scale and further strengthening partnerships with architects, interior designers and industry professionals. Sustainability is a key focus of this development model. In addition to applying eco-sustainability criteria when selecting the brands we distribute and our suppliers - prioritising responsible production, high quality materials and supply chains geared towards durability - the strategy also aims to reduce the carbon footprint of our internal operations. This initiative includes the installation of a solar power system at the main warehouse in Torregrotta, which aims to improve energy efficiency and reduce the environmental footprint of our logistics operations, in line with a vision of responsible, long-term growth.

Value chain

The Dexelance value chain was developed through a structured consultation process with the point persons at the Group's subsidiaries. These point persons provided a detailed mapping of the stages that make up the respective value chains, as well as the products and processes involved. The information gathered was then consolidated into a unified representation of the Group's value chain that takes into account the diversity

of each individual company and enhances the synergies between them. Through this approach, the data presented are not the result of estimates but derive directly from the in house know how of the individual companies, which have made their knowledge and operational experience available, thus ensuring a high degree of accuracy and reliability to the analysis.

Consolidated Sustainability Statement

The Dexelance Group offers a diverse range of high-quality products and solutions with a strong aesthetic, innovative and sustainable content. For customers and consumers, Dexelance aims to provide distinctive, tailor-made solutions that emphasise craftsmanship and technological innovation to deliver premium experiences in terms of quality, functionality and design. Investors can benefit from a solid and diversified business model, supported by a portfolio of prestigious brands and a strategy geared towards sustainable growth and expansion in international markets. In addition, for other stakeholders, the Group is committed to promoting responsible production practices, favouring the circularity of materials, the adoption of low environmental impact processes and the involvement of local communities, with the aim of creating shared value and strengthening the Group's long-term positioning.

The products made and distributed by the Group's companies may vary considerably, but the search for excellence, quality of design, and attention to detail remains a common denominator throughout the value chain. More specifically, the Dexelance Group's value chain is divided into three phases:

Upstream - Manufacturing & Procurement: concerns the primary activities preceding the production and distribution of finished products. This phase comprises operations related to the procurement of raw materials, semi-finished products and finished products, as well as the initial processing phases. The Group companies carefully select their suppliers (who are mainly Italian) to produce and distribute objects of excellence that help maintain the high quality reputation of the 'Made in Italy' designation. More specifically, we find the following phases:

• Procurement and processing of raw materials: the phase of obtaining and processing natural resources, in which the companies' suppliers procure raw resources such as marble, iron, rubber, wood and chipboard, and, to a lesser extent, animal hides, down feathers, and textile fibres, and then process them to render them suitable for use in subsequent production stages;

• Transport from suppliers of raw materials to suppliers of semi-finished products: the transport of raw materials to suppliers of semi-finished products;

• Creation of semi-finished products: the creation of semi-finished products from the raw materials. The semi-finished products mainly used by Group companies include painted materials, electrical components, wooden structures covered with upholstery, upholstery fabrics, metals and glass;

• Transport from suppliers of finished products: the transport, within the Omnichannel-go-to-market strategic business area, of finished products to Group companies;

• Packaging production: the phase in which packaging is produced to enable the product to be properly preserved during transport and sale. This phase involves the use of packaging such as cardboard, bubble wrap, wood, polystyrene, and plastic products (labels, envelopes, adhesive tape, etc.);

• Inbound logistics: Inbound logistics

  The Dexelance Group's Own Operations - Product Development and Production: this covers the internal activities that Group companies carry out to develop new products and manage production.

  This phase is considered crucial to ensure that the final products meet the needs of the market while reflecting the required standards of quality, image, sustainability and competitiveness.

  In particular, this comprises the following activities:

• Product design definition: this involves the aesthetic, functional and technical design of the product, drawing on the expertise of architects, designers and other creative professionals. In the process of defining the design, industrial designers and architects work to ensure that the product is designed to have an aesthetic that is consistent with the image of the Group's various brands, a design that is functional in use, excellent quality, functional to the durability of the product and, where possible, a lower environmental impact of the product in all its life stages, starting with the selection of materials with a lower environmental impact, such as recycled and recyclable materials, and ending with the

  search for solutions that allow for easy future restoration and reduce the need for new natural resources. At this stage, attention is also paid to the efficiency of the production process and the reduction of waste. The product design phase can be in-house or outsourced;

• Research and development: the phase in which new materials and technologies are tested with the aim of creating cutting-edge products that respond to market needs, anticipating trends and offering solutions that meet high quality, high performance and sustainability criteria. The research and development phase tends to be in-house;

  Annual Financial Report as at 31 December 2025

• Support processes: this includes the prototyping, testing and validation of designed products. Once the product concept is defined, prototypes are developed to test functionality, quality and performance. The prototyping phase allows for modifications and optimisations before large-scale production;

• Production: the phase that includes production planning (management of human resources, machinery and raw materials) and the actual production processes through the use of specific machinery or,

  in the case of products with a high craftsmanship content, with the support of experienced, local craftspeople. This phase is accompanied by specific checks to ensure the correctness of all operations. As with design and R&D, some production steps may be in house and others external, depending on the type of product or the materials needed to make it;

• Product assembly and finishing: a process in which the various product components that have been prepared in previous stages (such as production and semi-finished products) are brought together to form the final product. Assembly can be automated with machine or manual support. The aesthetic finishing is essential to make the product attractive and conform to the required visual standards. This may include sanding, painting, chrome plating or the application of surface treatments to improve the product's appearance. To improve the product's durability and protect it from wear, corrosion or environmental conditions, treatments such as galvanising or powder coating (especially for metals)

  may be applied. Assembly and finishing include the packaging stage, which ensures the integrity of the product during transport and sale;

• Production waste management: responsible waste management helps Dexelance reduce its environmental impact, comply with waste regulations and improve the overall efficience

  of production processes. The types of waste most commonly produced are material waste (e.g. metals, textiles, glass, and wood), process waste (e.g. chips, powders, paint waste), packaging waste (plastic, cardboard, plastics, and filling materials), and electronic waste (when the manufacturing involves electronic components, these can be defective or obsolete circuits, wires, or electronic components).

  The Group works to minimise waste generation through careful production planning and process optimisation.

  Downstream - Sales, Use & Waste Management: this refers to the phases following production

  and covering the distribution, sale, consumer use of the product and, finally, the management of waste and post-consumer materials.

  In particular:

• Warehouse management: a phase that enables the company to optimise inventory, reduce operating costs and improve overall efficiency;

• Customer care: a phase that includes the management of orders, pre and post sales advice, and the offer of warranties or support for the resolution of any problems related to the products purchased;

• Outbound logistics: transport of finished products to points of sale, with a view to optimising costs and lead times;

• Sales to customers and consumers: in the retail channel, the Group mainly uses a network of business retail partners to bring its products to the market. These business retail partners may include multi brand retailers, online shops, and distributors. Sometimes, as in the case of Directly Operated Stores (DOS)

  or the Omnichannel-go-to-market, the Group is directly involved in the sale of products to consumers. Regarding the contract sales channel, Dexelance directly reaches different types of B2B (business-to-business) customers;

• Use of the product by the end consumer: the phase of the product's use by the end consumer. For complex or technological products, manuals are offered to facilitate the proper use of the product;

  Consolidated Sustainability Statement

• Product end-of-life and waste disposal: the Dexelance Group promotes the circular economy by providing instructions for maintenance and replacement of product components. Some products that reach the end of their useful life can be dismantled, and reusable materials, such as textiles, metals, plastics, can be separated for recycling. As regards Lighting, even though dismantling instructions are not provided, the consumer is provided with disassembly instructions that enable the identification of the light source, in accordance with EU Regulation 1542/2023. This approach ensures compliance with European regulations to facilitate the proper replacement and subsequent recovery of components.

  [SBM-2] Interests and views of stakeholders

  Stakeholders and dialogue channels

  Dexelance identified, through specific activities, the main stakeholders for its Group.. They are:

• Customers and consumers;

• Employees;

• Suppliers;

• Architects and designers;

• Government bodies and the public sector;

• Shareholders and investors;

• Trade unions and professional associations;

• Media;

• Partners and retailers;

• Local communities

  Subsequently, for each stakeholder category, the main channels and tools in place to ensure a transparent and timely dialogue were identified.

  Customers and consumers

  Employees

  Suppliers

  Designers and architects

  Stakeholder category Main channels of dialogue

The monitoring of sustainability related risks and opportunities that have or could have financial effects is integrated within the company's Enterprise Risk Management (ERM) process.

The assumptions adopted in the evaluation of each IROs were based on data available internally within the company, allowing for a relevance analysis contextualised to the nature of the sector in question.

Impact materiality

Considering the Dexelance's entire perimeter, the identification of impacts took into account the specific context (both in terms of geography and business) in which the individual subsidiaries of the Group operate, also considering the diversity of countries, the typology of sites, and the business models.

By mapping the upstream and downstream value chain, with a specific focus on the type of suppliers and type of supply, impacts related to the Group's business were identified. To this end, each impact was

classified taking into account the three levels of contribution generated by Dexelance - caused, contributed and directly related11 - in line with international due diligence principles, to ensure a complete and thorough assessment of the relevance and priority of the identified impacts.

For the current financial year, the Group has not carried out any stakeholder consultation or engagement activities in relation to the double materiality analysis. As part of the context analysis phase, using external sources to support the analysis, we identified the current and potential impacts - both positive and negative - of environmental and social issues.

During the assessment, in line with the requirements of ESRS 1, section 3.4, "Impact Materiality", specific thresholds were defined for impacts with reference to the assessment dimensions: severity of impact and likelihood of occurrence in the short, medium and long term. In particular, the severity of each negative impact was assessed on a four-level scale for "scale" (negligible, moderate, significant, very significant)

11 For more information, please refer to FAQ 2 of the document "EFRAG IG 1: "Materiality Assessment Implementation Guidance".

Roda

and "scope" (limited, medium, extensive, very high), and on a three level scale for "irremediable character" (remediable impact, partially remediable, irremediable). For positive impacts, the possible benefit was assessed on a four-level scale for "scale" and "scope". The probability scale was defined with values defined on five levels (rare, unlikely, possible, probable, very probable), where the maximum probability

of occurrence corresponds to the occurrence of a current impact.

The overall significance of an impact is the sum of the three components of severity multiplied by the probability component.

Financial materiality

The Group has adopted an integrated approach that systematically considers the links between impacts, dependencies, risks and opportunities throughout the value chain. This process is based on an in-depth analysis of the interactions between the company's activities, business relationships and the socio economic environment in which the Group operates. In particular, Dexelance, following the definition of dependencies in ESRS 1, RA 14, assessed how its impacts - both positive and negative - can generate risks, such as potential operational, reputational and/or financial damage, and/or opportunities, such as innovation, improved operational performance and stronger stakeholder relations. This assessment took into account critical dependencies on the natural and social environment.

Annual Financial Report as at 31 December 2025

The Group has assessed the likelihood, magnitude and nature of the effects of the identified risks and opportunities, through a structured approach that considers three main aspects: economic financial, operational and reputational. The magnitude is divided into five levels (Marginal, Low, Medium, High, and Critical), defined according to quantitative criteria that consider the impact on revenues and EBITDA, and qualitative criteria, meaning how reputational and operational issues might impact the expected change in costs or revenues. At the same time, the probability assessment examines the frequency with which the event has occurred in the past and/or the likelihood that it may occur along the short, medium or long-time horizon following the definition of time horizons in ESRS 1, Section 6.4.

From an operational point of view, the effects on business processes were analysed, with particular attention to their critical nature and the need for Management's intervention, also measuring the duration of any potential interruption of key processes.

At the reputational level, the Group assessed potential damage to the brand image, both locally and globally, taking into account media resonance and stakeholder expectations.

For more information on how the probability, magnitude, and nature of the IROs identified were kept into account in conducting the impairment test at 31 December 2025, please refer to the section "Intangible assets" in the "Notes to the Consolidated Financial Statements as at 31 December 2025".

To assess and monitor these risks proactively, the Group has integrated its own risk assessments, which also considered sustainability related risks, including ESG (environmental, social and governance) issues into its strategic guidelines, and integrated the impacts, risks, and opportunities identified within the Group's "Risk

& Opportunity Universe" consistently with the risk management model adopted by Dexelance according to the practice of Enterprise Risk Management (ERM).

For details on the decision-making process and related internal control procedures, please refer to the section "Sustainability Governance" within this chapter.

The process of identifying, assessing and managing impacts and risks is managed through the adoption of the Enterprise Risk Management (ERM) Framework, a comprehensive company risk management system that enables the development of a consistent and systematic approach, under the supervision of the Internal Audit Office. The ERM aligns the management of impacts and risks, and the related dependencies, with

the Group's overall risk profile, fostering a unified and strategic vision. Through the evaluation of scenarios and identification of priorities, the process contributes to the definition of corporate strategies, supporting informed decisions and the optimisation of mitigation processes.

The identification, evaluation and management of opportunities is incorporated, where relevant, into the overall Group management process. This allows potential synergies between dependencies with the IROs to be exploited, ensuring that emerging opportunities are considered within the strategic and operational framework. The integrated structure facilitates a proactive approach, which aims not only to mitigate risks, but also to capitalise on opportunities in line with business objectives and the market environment.

Consolidated Sustainability Statement

Parameters, Estimates and Changes in the Materiality Analysis

The input parameters used in the process of identifying and assessing the IROs associated

with sustainability are based on a multi-level approach. In the first phase of understanding the context,

the Group has used data from public documentary sources and industry standards corroborated by internal analyses. The second phase, dedicated to the identification of IROs, involved the integration of a diversity

of parameters to capture the complexity of the Group's business, including the geographical and business diversity of the various subsidiaries. In the assessment phase of IROs, the process focused on minimising the use of estimates, preferring the use of hard data and shared assumptions, consistent

with the methodological definitions of the Materiality Assessment Implementation Guidance (EFRAG).

As was described earlier, specific methodologies have been defined for assessing the materiality of impacts (impact materiality) and risks and opportunities (financial materiality), the thresholds for which have been described in the preceding paragraphs.

The double materiality assessment process has not undergone any substantial changes from the previous reporting period. During the financial year, the focus was on making additions and improvements to last year's version in order to enhance the accuracy and comprehensiveness of the analysis.

The next review of the process is scheduled for 2026, barring any extraordinary circumstances, such as significant acquisitions or divestments that might require an earlier update.

‌NON-RELEVANT ESRS TOPICS

ESRS 2 IRO-1 - Description of processes to identify and assess material pollution-related impacts, risks and opportunities

The approach for determining impacts, risks and opportunities is described in the section "Description of the process for identifying and assessing relevant impacts, risks and opportunities". The issue of pollution was evaluated in the context of the Group's activities, considering both its financial significance and the potential negative impact on stakeholders and the environment.

Detailed analyses have confirmed that the impact associated with the use of substances is in fact confined to only some of the Group's companies and is in any case limited, as the chemical agents are being used within the legal limits. Other companies within the Group do not use hazardous substances, given the types of products they manufacture and sell, and are therefore not subject to the requirements of the REACH Regulation (Registration, Evaluation, Authorisation and Restriction of Chemicals) and the RoHS Directive (Restriction of Hazardous Substances).

The analysis showed that the topic does not present risks or opportunities that could materially influence the Group's financial performance or generate significant negative impacts that would make it a relevant ESRS topic for reporting purposes.

Annual Financial Report as at 31 December 2025

ESRS 2 IRO-1 - Description of processes to identify and assess material waters and marine resources related impacts, risks and opportunities

The approach for determining impacts, risks and opportunities is described in the section "Description of the process for identifying and assessing relevant impacts, risks and opportunities". The ESRS E3 topic with its related subtopics and sub subtopics was analysed considering both its financial relevance and potential impact of the Group's operations and value chain. The assessment was based on the operational characteristics of the Group's companies, which do not tend to use large amounts of water in production processes, and on the characteristics of the main production processes that use water within the value chain. However, a detailed analysis of the assets was not conducted, nor were specific consultations with the communities concerned. In light of these considerations, it was assessed that the topic does not present risks or opportunities that would significantly affect the Group's financial performance or generate material adverse impacts, and, therefore, it was not identified as a relevant ESRS topic for reporting purposes.

ESRS 2 IRO-1 - Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities

The approach for determining impacts, risks and opportunities is described the section "Description of the process for identifying and assessing relevant impacts, risks and opportunities" in this chapter.

The topic of biodiversity was analysed considering the Group's operations and their potential impact, as well as the related dependencies on environmental resources and on current and future generations, with a focus on the availability of natural resources. The analysis showed that, even though wood materials are one of the main materials purchased by the Group, in reality only 5% of the wood materials purchased are virgin wood, meaning wood that comes directly from trees and not from a previous use. In fact, most of the wood materials purchased by Dexelance comprise wood panels, which are materials derived from the secondary processing of virgin wood, which is the result of recycling or the reuse of waste wood (e.g. chipboard).

With respect to impacts on biodiversity along the value chain, these are characterised by a non-specific geographic scope and are mainly attributable to the upstream phase of the Group's value chain, generated by Tier 3 suppliers with whom the Group has indirect relationships. The use of recycled and FSC® (Forest Stewardship Council) certified materials, promoted by some Group companies such as Gervasoni, Cenacchi International, Modar and Cubo Design, significantly reduces the direct or indirect link with deforestation activities.

Although no detailed analysis (analysis of scenarios related to biodiversity and ecosystems) and no consultations with affected communities have been conducted, the analysis of the Group's own operations and along its value chain revealed that the topic does not currently present any risks or opportunities that could materially affect the Group's financial performance or generate significant negative impacts that would make it a relevant ESRS topic for reporting purposes.

Description of processes to identify and assess relevant impacts, risks, dependencies and opportunities related to social aspects

The Group has not identified any relevant IROs regarding the issue of affected communities; therefore,

it has not investigated their interaction with its strategy and business model. An analysis of the company's business activities was nevertheless performed, which showed that, with respect to the topics and subtopics related to the ESRS S3 theme, the topic does not present risks or opportunities that could materially influence the Group's financial performance or generate significant negative impacts that would make it a relevant ESRS topic for reporting purposes.

Consolidated Sustainability Statement

As a result of the analyses conducted, the Group did not identify any material impacts, risks or opportunities (IROs) in relation to the issue of workers in the value chain that would justify its reporting according to ESRS standards. This analysis took into account that the majority of the Group's procurement budget comes from suppliers within the Italian perimeter. In Italy, occupational health and safety is regulated by the Legislative Decree 81/2008 (Consolidated Workplace Safety Act), which imposes strict requirements to ensure worker protection. Supplier companies are obliged by law to comply with these standards, and failure to do so results in penalties. This makes working conditions that pose a significant risk to health and safety unlikely.

Furthermore, it is hereby emphasised that, although the Group does not yet have an ESG monitoring/ranking system for suppliers, the Group's knowledge of working conditions at its suppliers is based on routine site visits to its suppliers. In addition to the Group, Italian inspection agencies, such as the INL (National Labour Inspectorate), carry out regular checks to ensure compliance with regulations. This control mechanism minimises the risk of unsafe working conditions in local suppliers and the possible negative impact along the value chain. Finally, in the Group's supplier base, considering the nature of the work, there are many artisans or small manufacturers and suppliers operate mainly in sectors with low to medium risk levels (e.g. non intensive production and/or processing of non-hazardous products and substances), which further reduces exposure to serious health and safety hazards. Therefore, the Group considers that the topic does not present materiality elements that would require reporting under the ESRS standards.

As a result of internal assessments, the Group has not identified any significant impacts, risks or opportunities (IROs) in relation to the issue of Customers and Consumers. The absence of significant IROs is attributable to the sector in which Group companies operate and the existence of well-established controls and processes aimed at guaranteeing the quality and safety of products and services and the protection of customer data to ensure compliance with applicable regulations. In light of these elements, it is deemed that the issue does not present impacts that would materially affect the Group's financial

performance or generate significant negative effects on customers and consumers. Consequently, the topic is not considered material for reporting purposes according to ESRS standards.

‌POLICIES [MDR - P] Code of Ethics

The Dexelance Group's Code of Ethics (hereinafter referred to as the "Code") is the key policy through which the company manages its sustainability issues, including ethics, the protection of people, transparency,

ESRS

Sustainability

Code of Ethics

Environmental Policy on Diversity

Policy

and Inclusion

Policy on Working Hour Management

the environment, stakeholder relations and corporate integrity. The Code reflects the Group's commitment to operating in a fair, honest and transparent manner, safeguarding people's dignity, promoting safe and inclusive working environments, preventing all forms of discrimination, and recognising talent through fair recruitment processes based on merit and free from favouritism. Particular attention is paid to the health and

ESRS E1 Climate change adaptation

Climate change mitigation

Energy

ESRS E5 Resource inflows, including resource use

Annual Financial Report as at 31 December 2025

Resource outflows relate to products and services

Waste

ESRS S1 Working conditions

Equal treatment

and opportunities for all

ESRS G1 Corporate culture

Management of relations with suppliers, including payment practices

safety of workers and to the prevention of occupational risks, through the adoption of measures that comply with national and international guidelines and promote the physical and mental wellbeing of individuals.

Consolidated Sustainability Statement

The Code also addresses the responsible management of relationships with customers, suppliers, business partners, intermediaries and competitors, with the aim of ensuring proper conduct, avoiding anticompetitive practices, preventing conflicts of interest and safeguarding the confidentiality of information. The Code of Ethics applies to all the Group's operations, to all persons acting on behalf of the Group, regardless of their contractual status, and to suppliers, subcontractors and retail partners, in all geographical areas where the Group operates. No exceptions are provided, and in the event of a conflict with internal organisational rules, the Code shall prevail. Regulatory references include applicable national and international legislation, health and safety provisions, environmental protection regulations, anti-money laundering legislation, competition law and the 231 Organisational Model, of which the Code forms an integral part.

The process of monitoring and overseeing the Code is entrusted to senior management and the Supervisory Board, which is autonomous, independent and has investigative powers. The Board of Directors approves and updates the Code, whilst the Group's management ensures that its contents are understood and applied within their respective operational areas.

The Code is made publicly available on the websites of the Parent Company and its subsidiaries. It is also disseminated through internal communication and training initiatives. Everyone who has dealings with the Group is informed of the obligations set out in the Code; compliance with these obligations is a prerequisite for establishing and maintaining a professional relationship.

Environmental Policy

The Dexelance Group's Environmental Policy, approved and adopted during the final quarter of 2025, sets out the organisation's commitment to integrating environmental protection as a fundamental principle and a strategic element for the sustainable and responsible development of its business activities. This

commitment applies to the Parent Company and all its subsidiaries, to which the Policy applies directly, with the aim of establishing a common framework for conduct and environmental management, applicable both in Italy and abroad, in full compliance with all local regulations.

The Policy recognises that environmental protection must translate into specific actions that cover the entire life cycle of products and processes. Consequently, the Group focuses its efforts on continuously improving its environmental performance, promoting energy efficiency, reducing the consumption of fossil fuels and gradually adopting renewable energy sources. At the same time, it prioritises responsible waste management, promoting prevention, recycling and reuse, and it encourages the use of sustainable and certified materials, thereby reducing environmental impacts throughout the value chain. A key role is also assigned to raising awareness among employees, business partners, suppliers and the local community, so that all stakeholders can play an active part in the Group's sustainability journey. Furthermore, a focus on

innovation drives the integration of environmental criteria into design, operations and product development. The Environmental Policy is based on the main international and regulatory standards on sustainability, including the SDGs, the Global Compact and ISO 14001, and it ensures compliance with current environmental regulations. Dexelance also participates in voluntary industry initiatives and is preparing

to implement emerging new European policies. Environmental management is integrated into corporate governance through the principles of the 231 Model and the Code of Ethics.

Ultimate responsibility for implementing the Policy lies with the Board of Directors as the highest decision-making body within the company's governance structure. In this regard, the Board of Directors will be assisted by the Control, Risk, Related Party Transactions and Sustainability Committee, which is responsible for making proposals, providing advice, defining policies and monitoring environmental issues. The Group's CEOs and ESG Ambassadors will, each within their respective areas of responsibility, ensure the proper implementation of operational measures and will collaborate on the process of updating the Policy.

The Policy has been extensively disseminated through official internal communication channels and is publicly available on the websites of Dexelance and its subsidiaries, so that all stakeholders can familiarise themselves with it and act accordingly.

Monitoring and reviewing the effectiveness of the Policy will involve periodic verifications, assessments of environmental performance and regular updates to ensure that it remains in line with regulatory developments and best practices.

Policy on Diversity and Inclusion

Annual Financial Report as at 31 December 2025

The Dexelance Group's Diversity and Inclusion Policy, approved and adopted during the final quarter of 2025, sets out the Group's commitment to promoting a fair, inclusive and respectful working environment, recognising diversity as a strategic asset for innovation and sustainable development. The policy aims to ensure equal opportunities, prevent any form of discrimination or harassment, value individual differences, and create conditions that enable everyone to freely realise their potential. It addresses the impacts and risks associated with potential direct or indirect discrimination, cultural biases, and barriers to career development and participation, whilst also capitalising on the opportunities offered by an open, diverse and inclusive culture. The Policy's effectiveness is monitored through periodic verifications of its implementation, assessments of results and regular updates, supported by mechanisms for reporting non-compliance on the whistleblowing portal, which is managed jointly by the relevant departments.

This Policy applies to all the Group's operations, both in Italy and abroad, and covers the entire organisation, including employees, contractors, retail partners, suppliers and stakeholders with whom Dexelance interacts in professional contexts, both internally and externally. It does not provide for any exceptions within the Company and is aligned with local regulations, always applying the most stringent legal framework among those in force in the countries where the Group operates. Stakeholder engagement is an integral part of the Policy. It recognises the active role played by employees, management, partners and HR departments in creating and safeguarding an inclusive environment.

Ultimate responsibility for the implementation of the Policy lies with the Board of Directors as the highest decision-making body within the company's governance structure. In this regard, the Board of Directors will be assisted by the Appointments, Human Resources and Remuneration Committee, which provides suggestions and advice to support the assessments regarding the human resources management. The Group's CEOs and ESG Ambassadors are responsible for monitoring the effectiveness of this Policy; they will be in charge of its operational implementation, monitoring and the promotion of an inclusive culture within the Group.

The Policy refers to the main international and regulatory standards on human rights and equal opportunities, including the Universal Declaration of Human Rights, the ILO Conventions, Directive 2000/78/EC, the United Nations Global Compact Principles and the Sustainable Development Goals of the 2030 Agenda. The Policy is consistent with the Group's Code of Ethics and with the Organisation,

Management and Control Model pursuant to Legislative Decree 231/2001, in its incorporation of ethical and accountability criteria in its corporate governance.

The Policy has been made available to all stakeholders through a variety of channels: it is published on the websites of Dexelance and its subsidiaries, disseminated via internal communication channels, and

provided to every new employee upon joining the company, thereby ensuring maximum transparency and accessibility.

Working Hours Management Policy

Dexelance regards the management of working hours as a key factor in promoting employee well-being and balancing organisational and personal needs. The main objectives are to prevent overworking and burnout, to promote a healthy work-life balance, to ensure compliance with current regulations, and to encourage flexible working arrangements that are compatible with employees' roles and the Company's operational requirements. The Group's Working Hours Management Policy, which was approved and adopted during the final quarter of 2025, promotes a culture of sustainable productivity that values the time spent working.

The Policy is guided by international standards and principles, including the ILO Conventions, the Charter of Fundamental Rights of the European Union, Directive 2003/88/EC, the Sustainable Development Goals (SDGs 5, 8 and 10) and the principles of the United Nations Global Compact. It applies to all the Group's subsidiaries, both in Italy and abroad, and it covers the entire internal value chain, extending these principles to partners, suppliers and external collaborators as well.

The Board of Directors is responsible for implementing this Policy, assisted by the Appointments, Human Resources and Remuneration Committee, whilst the Group CEOs, the Group's Human Resources Departments and the ESG Ambassadors will periodically monitor its effectiveness and outcomes.

Consolidated Sustainability Statement

The Policy takes into account the interests of key internal and external stakeholders and is made available to all staff via official internal communication channels. It is also provided to every new employee upon joining the company, thereby ensuring maximum transparency and accessibility.

‌ENVIRONMENTAL INFORMATION

- ESRS E1 AND ESRS E5

CLIMATE CHANGE

Contribution to climate change due to GHG emissions from own activities

Impact Own Operation Short-term

Contribution to climate change due to GHG emissions

of Group suppliers

Annual Financial Report as at 31 December 2025

GHG emissions from logistics and transport activities

Physical climate risks

for the Group's operations

Physical climate risks on the value chain

Climate transition risks

Production/showroom modernisation and energy supply

Impact

Impact

Risk Risk Risk

Opportunities

Upstream

Upstream -Downstream

Own Operation

Upstream -Downstream

Own Operation

Own Operation

Short-term

Environmental Information - ESRS E1 and ESRS E5

Short-term

Short-term

Medium-term

Medium-term Short-term

Dexelance is aware of the urgency of addressing climate change challenges and is committed to contributing to a transition to a low carbon economy. In this regard, from 2023 onwards, the Group has begun a process of quantifying the GHG emissions generated by its own operations, carried out in accordance with the ISO 14064 standard and certified by an independent third party. This quantification, which from 2024 onwards has been extended to a reporting scope that fully aligns with the financial scope of consolidation in accordance with an 'operational control' consolidation approach, has enabled Dexelance to fully offset its emissions through the purchase of credits on

the voluntary carbon market, thereby contributing to the financing of projects for the generation of electricity from renewable sources.

50

51

Turri

‌INFORMATION ON ENVIRONMENTAL IMPACTS, RISKS AND OPPORTUNITIES

[ESRS 2 IRO-1] Description of the processes to identify and assess material climate-related impacts, risks and opportunities.

The approach for determining impacts, risks and opportunities and the list of IROs on climate change factors considered relevant can be found in the section "Dexelance Double Materiality" in the "General "Information" chapter. To identify current and potential impacts related to climate change, the Group examined the operational activities carried out internally and along its value chain, identifying the main sources of emissions by taking into account both the production and processing, from upstream to downstream, as well as all inbound and outbound logistics activities. Actual and potential impacts on climate change were assessed by taking into account total GHG emissions including Scope 1, 2 and, where possible, Scope 3.

The recognition of the Scope 3 categories was carried out in accordance with the GHG Protocol to ensure the accuracy and comparability of the data. This process also considered the requirements of EN ISO 14064, for which the Group has obtained the relevant certification. For more information on the relevant categories, please refer to the section "Energy and Emissions" in this chapter.

Annual Financial Report as at 31 December 2025

Physical climate risks were identified and assessed on the basis of the historical probability of their occurrence and the developments and changes under way, also with regard to new regulations and standards. The company's resources, including its properties, facilities, and equipment, were analysed to assess their exposure to extreme weather phenomena that may have already occurred for the Group's subsidiaries, and which could limit their use or require significant investments to repair them as the result of any damage. However, for the current financial year, apart from preliminary analyses of the climate risks to which its resources are and will be subject, Dexelance has not yet conducted a detailed analysis of climate scenarios for the identification and assessment of physical risks, opportunities and transition risks in the short, medium and long term. This is because the company does not yet have a transition plan that integrates a full range of analyses, and which takes climate scenarios into account. The implementation of this plan is planned for the future to ensure a more structured approach that complies with regulatory requirements.

[ESRS 2 SBM-3] Material impacts, risks and opportunities and their interaction with strategy and business model.

The detected climate related risks are the physical and the transition risks. Dexelance has not yet conducted a formal analysis of the resilience of its strategy and business model with respect to climate change.

However, the Group is committed to defining a path for adaptation and mitigation of climate change, caused directly and indirectly, which will involve conducting a climate scenario analysis to identify the areas of greatest vulnerability and opportunities for adaptation.

In this context, the Group has already instituted several prevention measures, such as insurance coverage for physical climate risks.

Through targeted energy efficiency strategies, the Group intends to mitigate its own environmental impact by promoting the responsible use of resources. In particular, Dexelance has provided material investments (CapEx) in its 2026-2028 Business Plan for the installation of independent energy production to increase its capacity to produce energy internally from renewable sources over what it has already installed at three of the group's production sites, namely at Gervasoni, Gamma Arredamenti, and Cubo Design.

To this end, Gamma Arredamenti has expanded its solar power system, further reducing its reliance on traditional energy sources, whilst Turri, Saba Italia and Mohd have begun installing new solar power systems at their respective factories, taking a significant step towards greater energy self-sufficiency and aiming for full operation in 2026.

The Group also plans to implement efficiency measures for its energy requirements, such as (CapEx) investments for the replacement of production machinery, the replacement of lighting systems at production sites not equipped with LEDs, and the promotion of more sustainable company mobility measures. The goal is to construct a sustainability path that combines growth with environmental protection in line with stakeholder expectations and the global challenges tied to climate. These initiatives will involve the reduction of consumption, and thus GHG emissions, as well as the seizing of opportunities to modernise showrooms and render buildings more efficient. For more details on the financial impacts of climate risks, please refer to the section "Risks related to climate change" in the Notes to the Consolidated Financial Statements as at 31 December 2025.

[E1-1] Transition plan for climate change mitigation

Environmental Information - ESRS E1 and ESRS E5

[E1-2] Policies related to climate change mitigation and adaptation [E1-3] Actions and resources in relation to climate change policies [E1-4] Targets related to climate change mitigation and adaptation

Dexelance has recognised the importance of integrating climate change issues into its strategic priorities; however, it has not yet set measurable, scientifically based objectives and targets, nor has it adopted a Transition Plan. The Group is aware of the challenges related to climate change and, within its strategic lines, is committed to reducing this impact by controlling climate changing emissions and increasing energy efficiency. Regarding the photovoltaic systems already installed at some of the Group's plants (Gervasoni Arredamenti and Cubo Design), investments were carried out in 2025 to install, expand, and maintain them to ensure the proper functioning and maintenance of the system's energy efficiency and durability over time. As a result of these efforts, in the financial year, capital expenditures of EUR 728 thousand were made, as reported in the section "European taxonomy" pursuant to Regulation 2021/2178.

The Group will also continue to take an active stance on climate transition, considering the adoption of specific tools or initiatives in the medium-term, in line with regulatory developments and its own strategic and operational priorities for sustainability issues.

‌ENERGY AND EMISSIONS

[E1-5] Energy consumption and mix

The Group's main energy carrier is natural gas, with a consumption of 5,827.01 MWh, which is used

Annual Financial Report as at 31 December 2025

for heating and production. Electricity purchased from the grid, used for lighting, the operation of heat pumps and machinery, amounts to 6,557.89 MWh. Renewable energy, exclusively from photovoltaic systems, amounts to 494.58 MWh. In addition to self-production from photovoltaic systems, it is worth mentioning the use of the natural gas Tri generator by Cubo Design, which is used to cover part of the electricity, heat, and chilled water consumption. Electricity generation from the trigeneration unit amounted to approximately 113 MWh, which was used directly by Cubo Design. There is no consumption of energy from nuclear sources. Petroleum derived fuels account for a total consumption of 2,127.75 MWh.

12 The purchased electricity does not come from certified sources. As a precautionary measure, it has been decided to consider it entirely as coming from fossil sources. Additionally, it was decided not to consider the contribution of nuclear energy present within the residual mix.

The data basis and methodology used for the calculation are in line with the GHG report and inventory that was verified by an accredited third party (Bureau Veritas Italia S.p.A.) conducted according

to the principles and requirements of ISO 14064, with a confidence level of the GHG Statement Mixed Engagement, i.e. reasonable for direct and indirect emissions of electricity and AUP (Agreed Upon Procedures) for other indirect emissions (Scope 3).

Electricity consumption drawn from the grid, expressed in MWh, was derived from the utility bills

for the period under review. It is specified that, for Dexelance France and Turri UK, the electricity figure was obtained by re proportioning the Italian figure to the square metre surface area of the store.

In addition to electricity purchases, heat production in a condominium with a centralised natural gas boiler also falls into this category. For further information on the calculation methods, please refer to the section entitled 'Main calculation criteria'.

Energy intensity

With respect to the energy intensity of high impact sectors, Sections C (Manufacturing) and M (Professional, Scientific and Technical Activities) fall under Sections A to H and Section L of the NACE classification, respectively.

Environmental Information - ESRS E1 and ESRS E5

Therefore, NACE codes 31.09, 27.49, 31.01, 31.02 and 70.1, which cover the totality of the Group's activities, are considered to have a high climate impact. Information on the energy intensity associated with Dexelance's operations is given below.

[E1-6] Gross Scopes 1, 2, 3 and Total GHG emissions

The Group's greenhouse gas (GHG) emissions inventory was developed in accordance with ISO 14064, adopting a consolidation approach based on a review of its operations. No location was excluded from the scope of the calculation, and the table below provides detailed data for the financial year.

Please note that, as of October 2025, the company Mollura has come under the Group's operational control, with a corresponding impact on emissions performance. In particular, with regard to the Scope 3

categories 'Upstream transport and distribution' and 'End-of-life treatment of products sold', the figures show an increase (by 62.4% and 38.6% respectively), mainly due to the inclusion of Mohd, whose business model - characterised by direct distribution and shipping to the end customer, including in international markets - results in a more significant impact from logistics and end-of-life emissions compared to other Group companies.

13 For more details, please refer to the section "Revenue" in the Notes to the Consolidated Financial Statements as at 31 December 2025.

Biogenic CO, emissions [tCO,]

2024 (tCO2e)

2025 (tCO2e)

Total emissions [tCO2e] - Analysis by GHG Protocol subcategories

Subcategory

2024 (tCO2e)

2025 (tCO2e)

%

Scope 1

Percentage of Scope 1 GHG emissions regulated

2,170.71

1,845.52

-15.0

-

-21.1

2.9

Scope 1 emissions Scope 2 emissions - MB Scope 3 emissions

4.90

209.37

15,296.00

3.80

1,987.12

15,836.60

Annual Financial Report as at 31 December 2025

Optional subcategory: Cloud computing and data centre services -

-3.6

As part of the Group's strategic commitment to gradually reducing GHG emissions associated with corporate travel, Dexelance launched an initiative in 2025 to strengthen the monitoring and reporting mechanisms for its vehicle fleet, with the aim of ensuring an increasingly accurate and transparent picture of its emissions performance.

Environmental Information - ESRS E1 and ESRS E5

In this context, an environmental criterion was introduced during the financial year for new contracts for the purchase and leasing of company vehicles that requires the selection of vehicles with emissions of less than 100 grams of CO2 per kilometre. At the same time, initiatives have been launched to collect and organise primary data on actual fuel consumption.

In this context, estimates of emissions from the vehicle fleet reveal a significant discrepancy between the figures obtained using standardised parameters - namely the emission factors declared in vehicle type approval data - and those derived from primary data on actual fuel consumption. Specifically, whilst the estimate based on kilometres travelled and declared emission factors stands at 833.59 tCO2, the calculation based on actual fuel consumption yields a figure of 554.2 tCO2, which has been adopted for the purposes

of calculating indicator E1-6, in line with the methodology used for the year 2024. The discrepancy between the two figures is significant and can be attributed to the different methodological approaches adopted; however, it is considered appropriate to also present the estimate based on the declared emission factors to highlight, in future financial years, the Group's commitment to adhering to environmental criteria for the gradual replacement of its vehicle fleet.

There are no Scope 1 emissions subject to regulated emissions trading systems.

The analysis considered all relevant emissions and removal categories, the significance of which was determined by applying significance criteria based on: Magnitude (volume of emissions), level of influence and control (ability of the organisation to take action) and access to information (availability of data for reporting). Indirect emissions were evaluated on the basis of the organisation's ability to influence them.

The data used comes exclusively from the subsidiary companies, with no direct input from the upstream or downstream value chain. The data basis and methodology used for the calculation are in line with the GHG report and inventory that was verified by an accredited third party (Bureau Veritas Italia S.p.A.) conducted according to the principles and requirements of ISO 14064, with a confidence level of the GHG statement Mixed Engagement, i.e., reasonable for direct and indirect emissions of electricity and AUP (Agreed Upon Procedures) for other indirect emissions (Scope 3).

The methodology used in this study is based on the collection of operations data from the various selected processes (e.g. litres of diesel, etc.), which are multiplied by specific emissions factors, i.e. factors that translate a quantity of matter or energy into an equivalent quantity of greenhouse gases.

In the quantification, all major greenhouse gases (i.e. CO2, CH4, N2O, HFCs, PFCs, SF6 and other fluorinated gases) were taken into account and translated into CO2 equivalent units using characterising factors reported by the IPCC (IPCC, 2021), the most authoritative institution on climate change.

Annual Financial Report as at 31 December 2025

The emission factors were identified taking into consideration different parameters such as reliability and completeness of data, information and their sources, as well as temporal, geographical and technological correlation. The choice of this methodology responds to the lack of availability of direct

GHG measurements of the identified and analysed sources. Characterisation factors consider the complete oxidation of the fuels used.

The emission factors were identified taking into consideration different parameters such as reliability and completeness of data, information and their sources, as well as temporal, geographical and technological correlation. Specifically, the accommodation of the different types of activity data available (in particular, the co-presence of physical and economic data) required the use of different databases. Specifically, the following were employed:

• Ecoinvent v3.9 dataset14 and Ecoinvent 3.12 (for electricity);

• Dataset of World Food LCA Database (WFLDB)15;

• Emission factors obtained by combining several Ecoinvent datasets through processing in the Simapro environment;

• Emission factors obtained through information in valid Environmental Product Declarations (EPDs) published on the public registers of the Programme Operator, the International EPD System16.

  It should be noted that the EPDs used do not refer to the specific suppliers of the companies,

  but were used to represent the impacts related to semi-finished products for which no representative datasets are available;

• Emissions factors from the Exiobase database v3.8.2. These emissions factors enable a correlation between the expenditure made in a specific product sector and the related emissions.

  Please refer to Section 4.2.3 for an introduction to the database's methodological approach. The correctness of the factors used was verified by comparing the previous series referring to 2019 (contained in the same source file) with the one reported in the Climatiq23 portal, thereby confirming the correctness of the calculations made.

  Emissions intensity

  Information on the energy intensity associated with Dexelance's operations is given below.

  Intensity of emissions versus revenue - location-based	2024	2025
  Total emissions - location-based (t CO2 eq)	66,697.69	82,371.36
  Net revenue (€)17	324,383,894.63	320,184,963.03
  Emission intensity (t CO2eq/€)	0.00021	0.00026
  Emission intensity versus revenue - market-based	2024	2025
  Total emissions - market-based (t CO2 eq)	68,242.19	82,851.91
  Net revenue (€)	324,383,894.63	320,184,963.03
  Emission intensity (t CO2eq/€)	0.00021	0.00026

  Environmental Information - ESRS E1 and ESRS E5

  [E1-7] GHG removals and GHG mitigation projects financed through carbon credits

  Dexelance is committed to providing transparent and factual information about its greenhouse gas (GHG) emissions management and climate change mitigation initiatives. The Group has no GHG absorption

  or storage activities; 100% of the initiatives to manage GHG emissions concern projects to reduce the emissions themselves. The carbon credits purchased in compensation of the inventory of emissions generated come from projects outside the value chain and have been verified according to recognised quality standards. The credits purchased by Dexelance belong to certified programme operators, such as the Verified Carbon Standard (VCS) managed by Verra, which guarantee the projects' observance of the eligibility criteria, such as permanence, the lack of double counting, a sound monitoring, reporting, and verification process, and additionality, which ensures that these projects would not have been carried out without the financing deriving from the carbon credits issued.

  As far as geographical origin is concerned, there are no projects generated within the European Union. During 2025, Dexelance purchased and retired a total amount of 90,000 carbon credits, related to GHG emission mitigation projects of the Group, with the following purposes: 16,301 credits in completion of the offset of the emissions inventory referring to the year 2025, already partially covered by the purchase of carbon credits in 2024 and 73,699 credits to offset future emissions18. For further details on the amounts allocated for the purchase of carbon credits, please refer to the section titled "Costs for services and use of third party assets" in the Notes to the Consolidated Financial Statements for the year ended 31 December 2025.

  However, Dexelance's activity of purchasing carbon credits does not replace future commitments made or being finalised by the Group for the direct reduction of its emissions.

  14 https://ecoinvent.org/

  15 https://quantis.com/who-we-guide/our-impact/sustainability-initiatives/wfldb-food/

  16 https://www.environdec.com/library

  17 For more details, please refer to the section "Costs for services and use of third-party assets" in the Notes to the Consolidated Financial Statements as at 31 December 2025.

  18 It should be noted that the number of credits purchased and retired refers to the total emissions certified by Bureau Veritas Italia S.p.A., the third party responsible for certifying the Group's GHG inventory. For further information, please refer to the section titled "Climate-changing emissions" in the chapter "Main calculation criteria".

  ‌EUROPEAN TAXONOMY

  The European Commission, as part of the EU Action Plan on Sustainable Finance, has published with Regulation 852/2020 the European Taxonomy, a classification system for environmentally sustainable economic activities, which is fundamental for the achievement of the objectives set by the EU Green Deal. In addition to Regulation 852/2020, one must also consider:

• Commission Delegated Regulation (EU) 2021/2139 (hereinafter also referred to as the "Climate Delegated Regulation") introducing the list of economic activities eligible for the EU Taxonomy for the first two climate objectives and the related technical screening criteria;

• EU Regulation 2021/2178 (hereinafter also the "Delegated Regulation on Art. 8" or the "Disclosure Delegated Regulation");

• EU Delegated Regulation 2022/1214 with regard to economic activities in certain energy sectors, amending the Delegated Climate Regulation and the Delegated Art. 8 Regulation;

• Delegated Regulation 2023/2485 amending EU Delegated Regulation 2021/2139 by setting additional technical screening criteria;

  Annual Financial Report as at 31 December 2025

• Regulation 2023/2486 (hereinafter also referred to as the "Regulation on the Remaining Environmental Objectives"), which supplements the EU Regulation 2020/852, and its technical screening criteria, and which amends the Delegated Regulation on Art. 8.;

• Delegated Regulation 2026/73 amending Delegated Regulation (EU) 2021/2178 as regards the simplification of the content and presentation of information to be disclosed in relation to

  environmentally sustainable activities, and Delegated Regulations (EU) 2021/2139 and (EU) 2023/2486 as regards the simplification of certain technical screening criteria used to determine whether economic activities significantly undermine environmental objectives.

  The Taxonomy is intended to represent a classification system to establish which economic activities can be considered environmentally sustainable to protect private investors from greenwashing

  and to support companies in understanding the types of investments needed to contribute positively to the transition of the economy.

  The EU Taxonomy states that economic activities can be considered environmentally sustainable ("aligned") only if they are covered by the "Climate Delegated Regulation" and the Delegated Regulation, while they may be classified under the remaining environmental objectives ("eligible") if they meet specific criteria that allow them to contribute substantially to at least one of the following environmental objectives:

• Climate change mitigation;;

• Adaptation to climate change;

• Sustainable use of water and marine resources;

• Pollution prevention and control;

• Transition to a circular economy;

• Protection and restoration of biodiversity and ecosystems.

  Since last year, non-financial companies have been required to carry out their own assessments of the six objectives, providing disclosures on the eligibility and alignment of their activities with these objectives. To be classified as aligned, eligible assets must:

• Contribute substantially to the achievement of at least one of the six environmental objectives;

• Do No Significant Harm (DNSH) to any of the other environmental targets;

• Respect minimum safeguards on human and labour rights, corruption, taxation and fair competition.

  For each economic activity mentioned in the Delegated Regulations, the EU legislation has defined a set of specific technical screening criteria to assess the alignment of eligible activities with reference to the six environmental objectives.

  The result of the analysis leads companies to identify for each reporting year eligible and aligned activities, on which they are asked to provide three summary KPIs, by filling in standardised tabular formats, on revenues, investments (CapEx) and expenses (OpEx) related to these activities.

  Dexelance's Contribution to the European Commission's environmental goasl

  Environmental Information - ESRS E1 and ESRS E5

  The following paragraphs describe how the Group assessed compliance with Regulation (EU) 2020/852 and the prospectus with the required quantitative KPIs. Since this is a recently implemented international standard and is constantly being updated, all criteria and assumptions made and included in this section are based on currently available information and requirements, which may be subject to future revisions. It should be noted that the Group has exercised its right not to adopt the measures provided for in Delegated Regulation (EU) 2026/73.

  Eligibility Analysis

  In continuity with the activities carried out for the 2024 Taxonomy disclosure, Dexelance conductedt he 2025 eligibility assessment associating the Group's economic activities:

• in the first instance, with the descriptions of eligible activities provided for in the Delegated Climate Regulation (Annexes I and II), and the Delegated Regulation on the remaining climate targets; and

• With the relevant activity codes of the Statistical Classification of Economic Activities of the European Community (NACE codes), reconciled with the relevant ATECO codes registered in the relevant Chambers of Commerce.

As required by the Regulation, the eligibility phase assessed the possibility of including Dexelance's economic activities among those listed in the Delegated Regulations, and thus their ability to potentially contribute to European environmental objectives, regardless of whether these activities were capable of satisfying one of the technical screening criteria set out in the same regulation. This analysis identified

Activity 3.5, "Manufacture of energy efficiency systems for buildings", which is tied to the goal of mitigating climate change, and which concerns the activities conducted by Davide Groppi, Flexalighting, also through its Canadian subsidiary Flexalighting North America, and Axo Light

In the course of the admissibility analysis, the presence of the "Capex C" (Annex 1 of Delegated Regulation (EU) 2021/2178, para. 1.1.2.2 item (c)), relating to the purchase of products from eligible economic activities aligned with the Taxonomy was also examined. In particular, capital expenditures have been identified

in relation to Activity 6.5 - Transport by motorbikes, cars and light commercial vehicles -, Activity

7.3 - Installation, maintenance and repair of energy efficiency systems-, and Activity 7.6 - Installation, maintenance and repair of renewable energy technologies -. Regarding to Activity 6.5, please note that "OpEx C" were also identified in association with the requirements set forth in Annex 1 of Delegated Regulation (EU) 2021/2178, para. 1.1.3.2, for the companies: Davide Groppi, Flexalighting, Axo Light, Gervasoni, Gamma Arredamenti, Turri, Modar, Cubo Design, Dexelance, Saba Italia, Cenacchi International and Mohd.

Objective

Relevant item in the financial statements

EU Taxonomy economic activities

Group companies involved

Climate change mitigation

Climate change mitigation

Climate change mitigation

Climate change mitigation

Turnover, Opex C, Capex C

CapEx C, OpEx C

CapEx C

CapEx C

3.5 Manufacture of energy efficiency devices for buildings.

6.5 Transportation

by motorcycles, passenger cars and light commercial vehicles

7.3 - Installation, maintenance, and repair

of energy-efficient devices

7.6. Installation, maintenance, and repair of renewable energy technologies

Davide Groppi, Flexalighting, Axo Light

Davide Groppi, Flexalighting, Axo Light, Gervasoni, Gamma Arr., Turri, Modar, Cubo Design, Dexelance,

Saba Italia, Cenacchi Int., Mohd

Gervasoni, Davide Groppi, Meridiani

Cubo Design, Gamma Arr., Turri, Mohd, Saba Italia

Activity 3.5 - Manufacturing of energy-efficient equipment for buildings

Substantial contribution to climate change mitigation

Commission Delegated Regulation (EU) 2021/2139 states that the production of light sources

in the most efficient energy classes, as defined by Regulation (EU) 2017/1369, contributes substantially to climate change mitigation. Davide Groppi devices comply with the criteria set out in the regulations.

Do no significant harm (DNSH)

Annex I of the Climate Delegated Act establishes specific criteria to ensure that economic activities do not significantly harm other environmental objectives:

• Climate change adaptation: an analysis is required to identify and assess the vulnerability of the economic activity to chronic and acute physical climate risks. The Group companies have not yet carried out such detailed analyses. For these reasons, the DNSH criterion has not been observed;

• Transition to a circular economy: this includes the adoption of practices favouring the recycling and reuse of materials, environmentally sustainable design and waste management oriented towards the recovery of secondary raw materials. In adopting a prudential approach, as the Group has not yet implemented a similar, detailed analysis, it considers this activity as non-compliant with this criterion

• Sustainable use and protection of water and marine resources: an environmental risk analysis is required

  Annual Financial Report as at 31 December 2025

  The activities listed in the previous table have the same descriptions for both climate change mitigation and climate change adaptation objectives. For this reason, the Group conducted the analysis by considering the contribution of the activities to both objectives at the same time.

  Given the objective of adapting to climate change, there are no associated revenue items for Activity 3.5, as this is not an 'enabling' activity. Additionally, for the same objective, considering activities 3.5, 6.5, and 7.6, no CapEx and OpEx items can be associated. This is because, as stated in the European Commission Communication C/2023/305 of October 20, 2023, regarding the eligibility assessment of "non-enabling"

  activities, the Group has not yet conducted a climate risk assessment nor implemented adaptation solutions that could enhance the resilience of economic activities to climate change.

  Therefore, the activities described above are eligible only in relation to the climate change mitigation objective.

  Alignment Analysis

  In continuity with the previous year, Dexelance again conducted its alignment analyses this year by investigating its compliance with the technical screening criteria defined by the standard, identifying both areas already in line with requirements and those with room for integration and prospective improvement. By virtue of the gaps identified at present with respect to the provisions of the Technical Criteria, to date, the Group does not present aligned activities, but it is committed to taking the cues from the Criteria themselves to increasingly improve its sustainability performance in general and with particular reference to the eligible activities identified.

  Below are some relevant elements in the assessment of the alignment of eligible activities for the Taxonomy.

  to ensure the maintenance of good water status, accompanied by a plan for the management and use of water resources. In adopting a prudential approach, as the Group has not yet implemented a similar, detailed analysis, it considers this activity as non-compliant with this criterion.

  Environmental Information - ESRS E1 and ESRS E5

• Pollution prevention and control: the regulation bans the use of certain hazardous substances. In the absence of a thorough assessment, the Group deemed it appropriate to adopt a prudential approach and claim non-compliance with the criterion;

• Protection and restoration of biodiversity and ecosystems: compliance with this criterion requires an environmental impact assessment or equivalent analysis. As the Group has not yet implemented a similar, detailed analysis, it considers its operations to be non-compliant with this criterion.

Activity 6.5 - Transportation by motorcycles, passenger cars and light commercial vehicles

Substantial contribution to climate change mitigation

Expenditures incurred for the purchase and leasing of Euro V and Euro VI vehicles only count towards the climate mitigation contribution criteria if the vehicles comply with the emissions limit of 50 grams of CO2 per kilometre. In the Group's vehicle fleet, this criterion is met by fully electric vehicles and plug-in hybrid vehicles, which currently account for a small proportion of the company's fleet, even though the Group introduced an emissions-based criterion for new contracts for the purchase and leasing of company vehicles in 2025.

Do no significant harm (DNSH)

For this activity, Annex I of the Climate Delegated Act provides DNSH criteria for three environmental objectives:

• Adaptation to climate change: an analysis of vulnerability to chronic and acute physical climate risks that may impact the activity is required. Since this analysis is the responsibility of the vehicle manufacturers and no information is available in this regard, the Group has adopted a conservative approach, considering its activity to be non-compliant with this criterion;
• Transition to a circular economy: vehicles must observe certain reuse and recycling requirements, and there must also be waste management measures for their use and end-of-life phases.

  Since no specific information was available from the manufacturers, the Group has adopted a conservative approach, considering the criterion not to be met;

• Pollution prevention and reduction: The regulation requires vehicles to comply with certain parameters in terms of emissions, approval and efficiency. In this case, the vehicles in the Group's fleet are compliant, as they meet the European regulations currently in force.

7.3 - Installation, maintenance, and repair of energy-efficient devices

Substantial contribution to climate change mitigation

Gervasoni, Davide Groppi and Meridiani have carried out refurbishment works involving the installation of energy efficiency systems, specifically lighting fixtures and heat pumps.

The criteria for a substantial contribution require that physical and non-physical measures ('adaptation measures') are implemented that are capable of substantially reducing the main physical climate risks affecting the business. This requires an analysis to identify and assess the vulnerability of the economic activity to chronic and acute physical climate risks. The Group companies have not yet carried out such detailed analyses. For these reasons, the substantial contribution criteria have not been met.

Do no significant harm (DNSH)

• Climate change mitigation: this requires an analysis to identify and assess the building's designated use. The Group companies have not yet carried out such detailed analyses. For these reasons, the DNSH criterion has not been observed;

• Pollution prevention and control: the regulation bans the use of certain hazardous substances.

  In the absence of a thorough assessment, the Group deemed it appropriate to adopt a prudential approach and claim non-compliance with the criterion.

  Annual Financial Report as at 31 December 2025

  Activity 7.6 - Installation, maintenance, and repair of renewable energy technologies

  Substantial contribution to climate change mitigation

  The companies Gamma Arredamenti, Turri, Mohd, Saba Italia and Cubo Design made investments for the installation and maintenance of renewable energy technologies, which comply with the requirements of Article 9 of the Decree of the Ministry of Economy and Finance of 19 February 2007.

  Do no significant harm (DNSH)

  The only DNSH criterion for activity 7.6 concerns adaptation to climate change, which requires an analysis of the vulnerability to chronic and acute physical climatic hazards. Since these analyses have not yet been carried out by Group companies, the DNSH criterion has not been met.

  Minimum safeguards

  With regard to the minimum safeguard clauses, compliance with the criteria was assessed on the basis of Art. 18 of Regulation 852/2020 and the "Final Report on Minimum Safeguard Clauses" published in October 2022 by the Platform on Sustainable Finance (PSF), the advisory body set up by the European Commission to coordinate the development and implementation of the EU Taxonomy, as last supplemented on 27 June 2023. The analysis then focused on investigating how the Dexelance Group ensures compliance with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights (UNGPs), including the principles and rights set out in the eight core conventions identified in the International Labour Organisation's Declaration on Fundamental Principles and Rights at Work and the International Bill of Human Rights.

  Dexelance is committed to ensuring equal opportunities, respect for human rights, and combating discrimination, as further specified in the section "Human resources management" in the chapter "Company information".

  Furthermore, the Group demonstrates compliance with the "do no significant harm" principle, as defined in SFDR, Article 2, point 17, by addressing the issue of the gender pay gap and gender diversity in governance bodies and disclosing the respective indicators within the Sustainability Statement.

  However, while acting in full compliance with Italian and European legislation on tax, competition, corruption, and respect for human rights, the Group considered, on a conservative and prudent basis, that compliance with the minimum safeguards has not been fully met.

  Dexelance is committed to increasing its monitoring of these issues over time through the formalisation of ad hoc procedures and policies, including the Code of Ethics, the Diversity and Inclusion Policy, the Working Hours Management Policy, and the Whistleblowing Procedure and Channel, a transversal tool with which the Group has equipped itself to monitor possible conflicts with its value and organisational system.

  Indicators

  Below are the KPIs required by Article 8 of the EU Taxonomy Regulation and detailed in the dedicated Delegated Regulation on Article 8 (hereinafter also referred to as the "Disclosure Delegated Act").

  This paragraph summarises the assumptions and methodologies used to calculate the regulatory required KPIs (Turnover, CapEx, OpEx), based on the Annexes to the Disclosure Delegated Act by categorising the information according to eligible and possibly aligned activities. For each KPI, there is a discussion of its calculation methodology, its structure in relation to the different activities of the EU Taxonomy,

  and the process used to quantify the items included in the numerator. In accordance with the Regulation, the analysis excludes intercompany items from the calculation of the indicators.

  Environmental Information - ESRS E1 and ESRS E5

  The processing of the indicators involved the Group's administrative departments, which, on the basis of the information contained in Annex 1 to Delegated Act 2178/2021, identified the accounting items to be associated with the different KPIs, based on items in the consolidated financial statements as of December 31, 2025. Regarding to the requirements specified in Section 1.1.2.2 of Annex 1 to the Disclosure Delegated Act, for a plan to expand Taxonomy aligned economic activities or to allow eligible economic activities to be aligned with the Taxonomy, it is hereby clarified that the two KPIs of CapEx and OpEx do not include any elements concerning such considerations.19

  Turnover

  In accordance with the Disclosure Delegated Act, the Turnover KPI has been calculated as the ratio between the part of the net revenue obtained from the sale of products, associated with Taxonomy aligned economic activities (the numerator) and Group net revenue (the denominator). In accordance with IAS 1.82(a) quoted in the Regulation, any revenue item generated by the sale of intercompany products was excluded from the KPI's calculation to avoid double counting. As a result, the denominator of the Turnover KPI corresponds to the item "Revenue" in the consolidated income statement and is equal to EUR 320,184 thousand20. With reference to the numerator of the Turnover KPI, the Group considered the share of revenue included in the denominator that refers to Taxonomy eligible and/or aligned economic activities.

  Specifically, for the quantification of the Group's eligible revenues, precise figures were extracted from the companies in the scope of the consolidation in relation to the following economic activity: 3.5) Manufacture of systems for the energy efficiency of buildings.

  19 It should be noted that, as the gas and nuclear sector activities covered by the Complementary Delegated Act (Delegated Regulation 2022/1214) were not eligible, the relevant tables are not published.

  20 For further details, please refer to the section "Revenue from the sale of goods and services" in the Notes to the Consolidated Financial Statements for the year ended 31 December 2025.

  Meridiani

  
  
  

  CapEx

  Under the Regulation, the calculation of the denominator of the CapEx KPI must include increases to tangible and intangible assets, including those arising from business combinations, considered before depreciations, amortisations, write downs, and any revaluation, including those arising from restatements and impairments, excluding changes in fair value. In accordance with Annex I of Delegated Act 2021/4987, the denominator of the CapEx KPI was calculated using the increases recorded during the 2025 financial year and reported in Note 4 Tangible assets, Note 2 Intangible Assets, and Note 3 Right of useRight of Use, excluding goodwill. On the basis of these considerations, the denominator of the CapEx KPI was EUR 18,848 thousand, whose composition is itemised below with reference to the asset categories mentioned:

• Intangible assets with a finite useful life: EUR 742 thousand;

• Tangible assets: EUR 11,406 thousand;

• Entry of rights of use: EUR 6,693 thousand

As defined in Section 1.1.2.2 of Annex I to the Disclosure Delegated Act., the numerator of the CapEx KPI

Annual Financial Report as at 31 December 2025

is the proportion of investments considered in the denominator involving: (i) assets or processes associated with Taxonomy aligned economic activities, and/or (ii) the purchase of products resulting from Taxonomy aligned economic activities and individual measures that enable target activities to achieve low carbon emissions of greenhouse gas reductions.

To quantify the eligible investments, the Group carried out a detailed analysis of asset movements on the basis of individual company data within the scope of consolidation. The numbers concern investments deriving from the following activities eligible for the Taxonomy: i) 6.5 Transport by motorbikes, cars and light commercial vehicles, ii) 7.3 Installation, maintenance, and repair of energy efficiency systems, and iii)

7.6 Installation, maintenance and repair of renewable energy technologies.

Environmental Information - ESRS E1 and ESRS E5

OpEx

For the calculation of OpEx KPI, the Group's chart of accounts was carefully analysed to identify those cost items that fall within the categories defined in Annex I to the Disclosure Delegated Act, which are the following:

• Uncapitalised research and development;

• Short-term leases;

• Maintenance & repairs;

• Day to Day servicing of assets.

With reference to the European Commission Notice (2022/C 385/01), specifically FAQ No. 12, the expenses incurred by the Group under the category "any other direct expenses related to the ordinary maintenance of property, plant and machinery" have been included in the calculation of the denominator by isolating specific expense items included under the heading "Costs for services and use of third party assets" presented in the Consolidated Income Statement21. Based on these considerations, the denominator of OpEx KPI was 3,888 thousand. In accordance with the methodology used to quantify the numerator of

the CapEx KPI, the analysis of the OpEx KPI numerator considered the expenses incurred by the Group as defined in the denominator associated with (i) assets or processes associated with Taxonomy aligned economic activities, and/or (ii) the purchase of products resulting from Taxonomy aligned economic activities and individual measures that enable target activities to achieve low carbon emissions of greenhouse gas reductions. Based on the eligible assets, the numerators were extracted and allocated to the numerator from the data of the individual companies within the scope of consolidation. The activities

included in the numerator of the OpEx KPI are: i) 3.5- Manufacture of energy efficiency devices for buildings,

ii) 6.5- Transport by motorbikes, cars and light commercial vehicles.

21 For further details, please refer to the section titled "Costs for services and use of third-party assets" in the Notes to the Consolidated Financial Statements for the year ended 31 December 2025.

Legend

For the purposes of tabular representation, the following legend applies:

climate change mitigation: CCM (Climate Change Mitigation); adaptation to climate change: CCA (Climate Change Adaptation); Sustainable use and protection of water and marine resources; WTR (Sustainable use and protection of water and marine resources); transition to a circular economy: CE (Transition to a circular economy); pollution prevention and reduction: PPC (Pollution Prevention

Annual Financial Report as at 31 December 2025

Environmental Information - ESRS E1 and ESRS E5

and Control); protection and restoration of biodiversity and ecosystems: BIO (Protection and restoration

of biodiversity and ecosystems); Minimum safeguards: MS (Minimum Safeguards).

Yes - the activity is eligible for, and aligned with, the Taxonomy with respect to the relevant environmental objective. No - the activity is eligible for, but not aligned with, the Taxonomy with respect to the relevant environmental objective. N/A - Not applicable; technical screening criteria not listed in the Regulation.

The following legend applies when reading the eligibility section: AM - Taxonomy-eligible activity

for the relevant objective. N/AM - activity not eligible for the Taxonomy for the relevant objective. N/A

- Not applicable.

Annual Financial Report as at 31 December 2025

Environmental Information - ESRS E1 and ESRS E5

Annual Financial Report as at 31 December 2025

Environmental Information - ESRS E1 and ESRS E5

Nuclear and fossil gas-related activities

The Group does not engage in activities related to nuclear energy and fossil gases.

1 The Company carries out, funds or is exposed to the research, development, demonstration NO and deployment of innovative electricity generation facilities that produce energy

from nuclear processes with minimal waste from the fuel cycle

2

The Company carries out, funds or is exposed to the construction and safe operation

of new nuclear installations to produce electricity or process heat, including NO for the purposes of district heating or industrial processes such as hydrogen production,

as well as their safety upgrades, using the best available technologies.

1. The Company carries out, funds or is exposed to the safe operation of existing nuclear installations

   that produce electricity or process heat, including for the purposes of district heating NO or industrial processes such as hydrogen production from nuclear energy, as well as

   their safety upgrades.

   FOSSIL GAS-RELATED ACTIVITIES

Annual Financial Report as at 31 December 2025

Environmental Information - ESRS E1 and ESRS E5

1. The Company carries out, funds or is exposed to the construction or operation of electricity

   generation facilities that produce electricity using fossil gaseous fuels. NO

   NO

2. The Company carries out, funds or is exposed to the construction, refurbishment, and operation of combined heating/cooling and electrical power generation facilities using fossil gaseous fuels.

3. The Company carries out, funds or is exposed to the construction, refurbishment NO and operation of heat generation facilities that produce heating/cooling

using fossil gaseous fuels.

74

75

Meridiani

‌CIRCULAR ECONOMY

Annual Financial Report as at 31 December 2025

Dexelance recognises the importance of a more sustainable production and consumption model based on the principles of the circular economy. By formalising internal awareness initiatives, Dexelance aims to

strengthen a corporate culture in the coming years that prioritises circularity, with the goal of minimising its environmental impact throughout the value chain.

[ESRS 2 IRO-1] Description of the processes to identify and assess the significant impacts, risks and opportunities related to the use of materials and the circular economy.

The approach for determining impacts, risks and opportunities and the list of IROs on the circular economy considered significant can be found in the section "Dexelance's Double Materiality" in the chapter "General Information - Basis for Preparation". The Group recognises that its activities generate environmental impacts arising from the use of resources and waste management, with particular reference to waste from leather, textiles, paints, plastics and other raw materials purchased from suppliers, such as timber, plastics, paper, metals, minerals, textiles and leather.

In the phase for the identification of the IROs related to the circular economy, an analysis was conducted of company resources (buildings, systems, plants, machinery, and raw materials) and the activities conducted (production processes, resource consumption and utilisation, waste generation and management) in order to identify impacts, risks and opportunities related to resource use and the circular economy, including

the assessment of the use of natural resources and materials, energy efficiency and waste management.

By analysing the life cycle of products and their design, it was also possible to examine the amount of resources used and discarded, identifying their impacts, risks and opportunities, including related dependencies.

An approach was adopted for the analysis that was based on a direct, in-depth dialogue with the production managers of the individual subsidiaries in the form of ad hoc meetings. This method made it possible to capitalise on their specific know how and to collect factual data directly from their operations, thereby ensuring a formulation that is consistent with the Group's operations. Based on the information obtained, impacts, risks and opportunities (IROs) were identified, although consultations with affected communities were not conducted.

[E5-1] Policies related to resource use and circular economy policies

[E5-2] Actions and resources related to resource use and the circular economy [E5-3] Target related to resource use and circular economy objectives

Dexelance recognises the significance of the circular economy as part of its journey of sustainable and responsible growth. In accordance with the Group's sustainability principles, a number of actions have been identified for possible implementation with the aim of optimising the use of resources, reducing waste and encouraging the reuse of materials throughout the entire life cycle of products. For the current reporting year, the Group has not set any specific, measurable targets in accordance with the requirements introduced by the CSRD.

Starting in 2025, Dexelance drew up and adopted an Environmental Policy covering issues relating

to material sustainability and the circular economy (for further information, please refer to the section 'Policies' of the chapter 'General Information - Basis of Preparation - ESRS 2'). In 2025, also defined

Environmental Information - ESRS E1 and ESRS E5

several Environmental Corporate Culture principles to improve the sustainability of offices and warehouses and to continue to reduce the environmental impact of its operations. These principles, which will be disseminated within the subsidiaries, form part of a process of awareness raising and involvement of the various corporate offices to foster a mentality focused on circularity and the conscious use of resources, both within its own operations and when participating in trade fairs, various exhibitions and events.

The Group is also committed to supporting and promoting initiatives that will be developed and implemented within its subsidiaries to reduce the impact of the materials used in the design of products, as well as the packaging used for their sale.

Davide Groppi

‌MATERIALS AND WASTE

[E5-4] Resource inflows

Dexelance places quality at the heart of its business, using a rigorous selection of raw materials, mostly from Italian suppliers, to guarantee the excellence and reputation of "Made in Italy".

The variety and complexity of the Group's businesses are reflected in the diversification of the materials used and the processing techniques adopted. The production processes vary accordingly: from carpentry to painting with ecological finishes, from handcrafted upholstery to advanced lighting design. The integration of traditional techniques and modern technologies meets market demands with customised, high-quality solutions.

Only some of the Group's companies use water in their production processes: in the spray booths, to reduce dust in carpentry and painting activities, and in the cutting processes of some inert materials for the 'Kitchen & Systems' strategic business area. The water comes from the municipal aqueduct, with the exception of Cubo Design, which is supplied by the reclamation consortium connected to the Tordino river.

Annual Financial Report as at 31 December 2025

Overall, different materials are used, but no critical raw materials or rare earth materials are used in the various processes. In general, the companies in the 'Furniture' strategic business area, such as Gervasoni, Meridiani, Saba Italia, Gamma Arredamenti, and Turri, predominantly use wood, textiles, plastics, and metals. Cenacchi Arredamenti and Modar, in the 'Luxury Contract' strategic business area, while being continuously subject to variations in the type of raw materials used due to the nature of their business, consume mainly wood, glass and metals. The companies in the 'Lighting' strategic business area, on the other hand, mainly use metals and glass. Cubo Design, part of the 'Kitchens and Systems' strategic business area, uses

wood, metals, plastic and inert materials. Finally, Mohd, which operates in the 'Omnichannel go-to-market' strategic business area, does not engage in manufacturing. It instead sells furniture and lighting products similar to those produced by the Group's other companies.

In terms of environmental responsibility, each company within the Group adheres to specific criteria: Gervasoni, Cenacchi, Modar and Cubo Design, for example, combine wood with innovative materials to produce furniture and accessories, and they have obtained FSC® certification; Meridiani and Saba Italia have introduced the use of natural and recycled materials; Gamma Arredamenti stands out for its selection of LWG-certified leather. In the field of lighting technology, all Group companies guarantee that the products they market comply with the European Ecodesign Regulation for lighting, ensuring that the necessary instructions are provided for accessing and, where applicable, dismantling the light source, in accordance with Regulation (EU) 2019/2020. Furthermore, Flexalighting, which specialises in LED technology, optimises design and assembly whilst minimising material usage.

As regards packaging, the Group companies use mainly wood, paper and cardboard, and, to a lesser extent, plastic. In particular, the 'Luxury Contract' strategic business area uses mostly wood, while the 'Furniture', 'Lighting' and 'Kitchen & Systems' strategic business areas make greater use of paper and cardboard. Some companies, such as Davide Groppi, have also initiated projects to replace single use plastic packaging with reusable solutions (e.g. reusable blister packs) to reduce waste and limit the use of non-recyclable materials. Although wood is the most widely used material, it is divided into two categories: 49% of the total material is in the form of wood panels, a material deriving from a secondary reuse of virgin wood (mainly in the form of MDF or chipboard), while only 3% is virgin wood.

It is hereby specified that, although the Group has made a reasonable effort, the percentage of products sourced sustainably and therefore covered by a certification scheme is not available for the reporting year in question.

Below is a representation of the materials used by the Group broken down by technical and biological materials:

Materials used to manufacture products and offer services (tonnes)

2024

2025

Environmental Information - ESRS E1 and ESRS E5

The company does not currently have a process that allows for the verifiability of the weight, in absolute value or as a percentage, of reused or recycled secondary components and intermediate secondary products and materials used by the company for its products and services.

The materials were classified into macro categories, as illustrated in the table, according to the following criteria:

• Wood: a distinction is made between processed wood, which mainly includes wood panels, as previously described, and virgin wood.

• Metals: include brass, steel and iron.