SeSa S p A : Interim Report as of January 31, 2025

Published March 14, 2025 at 8:55 a.m. UTC

Source: MarketScreener

Interim

Report

January 31, 2025

Contents
Management and auditing boards of Sesa SpA	3
Highlights	4
Sesa Group Business Model	5
Foreword	8
Preparation Criteria and Accounting Standards	8
Alternative Performance Indicators and Pro Forma Results	9
Significant events during the period	11
Management trend	12
General economic trend	12
Development of demand and trends in the sector in which the Group operates	13
Economic highlights of the Sesa Group	14
Highlights of the Group's income statement and balance sheet	17
Governance Model	28
Long-term sustainable value creation	30
People	31
Hiring	31
Training and professional development of resources	32
Health and Safety	32
Welfare	33
Segment Information	34
Transactions with Related Parties and Group companies	37
Significant events occurring after the end of the quarter	37
Business outlook	37
Annexes	38
Consolidate Income Statement	39
Consolidated Statement of Financial Position	40
Consolidated Statement of Changes In Equity	42
Declaration pursuant to article 154-bis, paragraph 2, of Legislative Decree no. 58 of 24 February 1998, "Consolidated Law on Financial
Intermediation", as amended	43

Management and auditing boards of Sesa SpA

Board of Directors

	Genere	Anno di nascita	Role	Deadline
Paolo Castellacci	♂	30/03/1947		Chairman	approval of FS as of 30 April 2027
Giovanni Moriani	♂	19/11/1957		Executive Vice Chairman	approval of FS as of 30 April 2027
Moreno Gaini	♂	14/09/1962		Executive Vice Chairman	approval of FS as of 30 April 2027
Alessandro Fabbroni	♂	03/03/1972		Chief Executive Officer	approval of FS as of 30 April 2027
Claudio Berretti	♂	23/08/1972		Non-Executive Director	approval of FS as of 30 April 2027
Giuseppe Cerati	♂	15/05/1962		Independent Director	approval of FS as of 30 April 2027
Angela Oggionni	♀	08/06/1982		Independent Director	approval of FS as of 30 April 2027
Chiara Pieragnoli	♀	11/11/1972		Independent Director	approval of FS as of 30 April 2027
Giovanna Zanotti	♀	18/03/1972		Independent Director	approval of FS as of 30 April 2027
Angelica Pelizzari	♀	18/10/1971		Independent Director	approval of FS as of 30 April 2027

Corporate Governance Bodies

	Deadline
Control and Risks and Related Parties Committee

Giuseppe Cerati (Chairman), Giovanna Zanotti, Chiara Pieragnoli	approval of FS as of 30 April 2027

Director in charge of Internal Control: Alessandro Fabbroni	approval of FS as of 30 April 2027

Remuneration Committee

Angela Oggionni (Chairman), Giovanna Zanotti, Claudio Berretti	approval of FS as of 30 April 2027

Sustainability Committee

Angela Pellizzari (Chairman), Giovanna Zanotti, Alessandro Fabbroni	approval of FS as of 30 April 2027

Management Control Committee

	Role	Deadline

Giuseppe Cerati	Chairman	approval of FS as of 30 April 2027

Chiara Pieragnoli	Committee Member	approval of FS as of 30 April 2027

Giovanna Zanotti	Committee Member	approval of FS as of 30 April 2027

Supervisory Board pursuant to Law 231/2011

	Role	Deadline

Giuseppe Cerati	Chairman	approval of FS as of 30 April 2027

Chiara Pieragnoli	Committee Member	approval of FS as of 30 April 2027

Giovanna Zanotti	Committee Member	approval of FS as of 30 April 2027

Audit company

		Deadline

Company entrusted with the statutory audit	KPMG SpA	approval of FS as of 30 April 2031

Highlights

Consolidated economic data for the periods ended January 31 of each year

(Euro thousands)	2025	2024	2023	2022	2021
Pro-forma*


Revenues	2,476,213	2,368,320	2,154,663	1,739,121	1,523,733

Total revenues and other income (1)	2,516,932	2,396,110	2,176,385	1,757,878	1,534,279

EBITDA	176,660	180,275	155,954	124,549	92,209

Adjusted operating profit (EBIT) (1)	138,450	145,914	125,619	97,440	68,876
EBIT (Operating Income)	110,041	121,207	108,664	89,037	63,878

Profit (loss) before taxes	80,723	97,074	99,989	84,453	62,511

Net profit for the period	59,401	68,616	71,552	60,148	43,914

Net profit (EAT) for the period attributable to the Group	54,319	64,892	67,333	56,262	39,925

Adj net profit for the period attributable to the Group (1)	75,408	84,178	79,402	62,243	43,483

Consolidated balance sheet figures as of January 31 of every year

Total Net Invested Capital	610,256	532,896	365,852	279,102	271,280

Total Shareholders' Equity	518,015	470,428	381,054	309,542	282,576

- attributable to the Shareholders of the Parent Company	443,602	418,737	350,832	287,295	263,184

- attributable to non-controlling interests	74,413	51,691	30,222	22,247	19,392

Total Net Financial Position Reported (Net Liquidity)	92,241	62,468	(15,202)	(30,440)	(11,296)

Net Financial Position (Net Liquidity) (2)	(108,088)	(148,325)	(199,570)	(177,753)	(102,521)
EBITDA / Total revenue and other income	7,02%	7,52%	7,24%	7,16%	6,05%

EBIT / Total revenue and other income (ROS)	4,37%	5,06%	5,04%	5,12%	4,19%

Group EAT Adj /Total revenue and other income	2,16%	2,71%	3,09%	3,20%	2,60%

Market Data

Listing Market	Euronext - Star	Euronext - Star	Euronext - Star	Euronext - Star	Euronext -Star

Quotation (Eu as at 31 January each year)	79.9	126.1	124.6	159.4	96.9

Dividend per share (Eu) (4)	1.00	1.00	0.90	0.85	(Nota 3)
Overall Dividend (Eu mn) (5)	15.5	15.5	13.9	13.2	(Nota 3)
Pay Out Ratio (6)	19.8%	19.7%	17.7%	25.2%	(Nota 3)
Shares Issued (in millions)	15.49	15.49	15.49	15.49	15.49

Market Cap (Eu mn) as at 31 january	1,238.0	1,953.9	1,930.6	2,469.8	1,501.4

Market to Book Value (7)	2.4	4.2	5.1	8.0	5.2
Dividend Yield (on 10/31 quotation) (8)	1.3%	0.8%	0.8%	0.4%	0(3)
Earnings per share (basic) (Eu) (9)	3.52	4.19	4.37	3.64	2.59
Earnings per share (diluted) (Eu) (10)	3.51	4.19	4.35	3.63	2.58

Total Revenues and other Income includes fair value adjustment of financial liabilities for Puts, Earn Outs towards minority shareholders and fair value adjustment in the case of step up acquisitions Adjusted operating profit before amortisation of customer lists and know-how recognised as a result of the Purchase Price Allocation (PPA) process.and gross of the Stock Grant costs. Adjusted net profit attributable to the Group before amortisation of customer lists and know-how recognised as a result of the PPA process and gross of the-Stock Grant costs net of the related tax effect and of non-recurring taxes. (2) Net Financial Position not including non-interest-bearing payables and commitments for deferred payments of corporate acquisitions (Earn Out, Put Option, deferred prices) and liabilities recognised in application of IFRS 16. (3) The Shareholders' Meeting of Sesa SpA of August 28, 2020 resolved not to distribute dividends in view of the pandemic emergency. (4) Dividends paid in the following year from the profit for the year as of April 30 each year. (5) Dividends gross of the portion relating to treasury shares. (6) Dividends before the share relating to treasury shares / Consolidated Net Profit attributable to shareholders as of April 30 each year. (7) Capitalisation based on share price as of October 31 each year / Consolidated Shareholders' Equity. (8) Dividend per share / Market value per share as of April 30 each year. (9) Net profit attributable to the Group at January 31 / average number of ordinary shares net of treasury shares - Reported data. (10) Net profit attributable to the Group at January 31 / average number of ordinary shares net of treasury shares in portfolio and including the impact of Stock Grant plans (up to the limit of treasury shares in portfolio) - Reported data).

Pro forma consolidated figures as of January 31, 2025 prepared by simulating the backdated consolidation as of May 1, 2024 of Greensun Srl and subsidiaries, a company operating in the Digital Green Sector included in group perimeter since november 2024 (Q3)

Sesa Group Business Model

Sesa, with headquarters in Empoli (FI), active throughout Italy and present in a number of foreign countries including Germany, Switzerland, Austria, France, Spain and Romania, is at the head of a Group that represents the reference operator in Italy in the sector of technological innovation, consulting and vertical applications for the business segment, with consolidated revenues of Euro 3,210.4 million, about 40,000 clients and approximately 5,700 resources as of April 30, 2024 (Source: consolidated figures as of April 30, 2024).

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

The Business Sectors (SSI, Business Services, VAS and Digital Green) have a strong focus on the target market with dedicated marketing and sales structures. Within each of the Sectors, vertical business lines are developed with specialised technical and commercial structures for market segments and areas of expertise.

CORPORATE SECTOR

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

Following the recent entry into the organisation of the subsidiary Adiacent, the Corporate Sector extended its activities in the development of Customer Experience technology and application solutions to the whole of the Sesa Group. Adiacent SpA (benefit company) supplies digital transformation and customer experience services through a staff of about 180 specialised personnel operating both in Italy and the Far East, promoting the offer of European manufacturers on international e- commerce platforms.

SOFTWARE AND SYSTEM INTEGRATION (SSI) SECTOR

The Software and System Integration Sector is active in offering Technological Innovation solutions, Digital Services and Business Applications for the Enterprise segment. Var Group SpA, which consolidates the sector,

is a reference operator in the digitalisation offer for the SME and Enterprise segments with a customer base of over 10,000 companies, 2000 of which in foreign countries, and an integrated offering in the following areas: Cloud Technology Services, Cyber Security, Proprietary ERP and Vertical Solutions, Enterprise Platform, Digital Workspace, Data/AI, Digital Experience.

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

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

Proprietary ERP and Vertical Solutions - Strategic Business Unit with a complete range of national proprietary ERPs and Vertical Applications specialised for the main Made in Italy districts (Sirio, Panthera, Essenzia, Sigla++, as well as applications for the food retail and

mass distribution sector with the solutions of the Tekne Group companies. The ERP and Industry Solutions Business Unit is the sector's main operational area in terms of employment, with about 1,300 resources.

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

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

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

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

SETTORE BUSINESS SERVICES (BS)

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

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

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

Base Digitale Applications - Strategic Business Unit dedicated to the development of vertical software solutions on cloud platforms for the banking sector (treasury, derivatives, finance, wealth management), with a staff of over 300 human resources and an R&D centre based in Parma. It integrates the offer of BDX and BDY, a company set up following a long-termpartnership agreement with Centrico, (Banca Sella Group), active in the provision of Core Banking ERP solutions. Starting from FY 2025, the business unit includes the offering of Advance Technology Solutions SpA, ("ATS") a company acquired in May 2024 with over 100 resources dedicated to the development of capital market platforms, with specific expertise in Data/AI, as well as Metoda finance, specialized in offering digital platforms for supervision and compliance activities for financial sector.

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

VALUE ADDED SOLUTIONS (VAS) SECTOR

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

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

Data/AI Solutions - The offering of the Data/AI Business Unit includes Data Science, Advanced Analytics and Artificial Intelligence both applied and generative, with a specialised team of resources dedicated to the development of AI projects in partnership with major International Vendors, active in these fields, including Microsoft and IBM. In particular, during FY2024: (i)

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

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

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

DIGITAL GREEN SECTOR (DG)

The Digital Green sector is dedicated to solutions for the production of energy from renewable sources and energy efficiency, which reduce the environmental impact of organisations. Established following the acquisition of the company P.M. Service Srl in 2021 it has been further developed thanks to the recent acquisition of Greensun Srl, generating a reference operator on the domestic market with prospects for expansion into Europe, also thanks to the subsidiary Greensun Adria, operating on the Croatian and Slovenian markets, and the investee company Greensun East Europe. This Business Unit also integrates the company Service Technology Srl, which offers services for the management and reconditioning of IT products, regeneration and refurbishment of technology parks, with about 35,000 personal computers reconditioned in the year.

Foreword

The numerical information included in this Interim Report on Operations and the comments contained therein are intended to provide an overview of the interim financial position and results of operations of the Sesa Group (referred to hereinafter also as the "Group"), of the relative changes during the reporting period, and of the significant events affecting the result for the period.

The Group's Interim Report on Operations as of January 31, 2025 is related to the first nine months of operation and represents the first financial disclosure prepared by the parent company Sesa SpA for the year ending April 30, 2025.

For a better assessment of the Group's income and financial performance, this document presents the reclassified balance sheet, cash flow statement and income statement for the period ended January 31, 2025 and for the corresponding period of the previous year, together with some alternative performance ratios.

The Group Interim Report as of January 31, 2025 is not subject to audit.

Preparation Criteria and Accounting Standards

Sesa Group's Interim Report on Operations (referred to hereinafter also as the "Interim Report") has been prepared in compliance with article 154-bis, paragraph 5 of Legislative Decree no. 58/1998 as well as the pertinent Consob regulations. The Interim Report has been prepared in compliance with the International Financial Reporting Standards ('IFRS') issued by the International Accounting Standards Board ("IASB"), approved by the European Union and in force at the time of approval. The Group's balance sheet, cash flow statement and income statement as of January 31, 2025 are annexed hereto.

The accounting standards and the criteria adopted when preparing the Interim Report of January 31, 2025 comply with those adopted for the consolidated Group financial statements for the year ended April 30, 2024, taking into account those specifically applicable to interim situations. The Interim Report of January 31, 2025 includes the Interim Financial Report of Sesa SpA as well as the Interim Financial Reports of the subsidiaries of January 31, 2025. These interim financial reports have been adjusted, where necessary, to align them with the IFRS.

Alternative Performance Indicators and Pro Forma Results

In order to better assess the performance and financial position of the Group and its business segments the management of Sesa SpA uses certain alternative performance indicators that are not identified as accounting measures under the IFRS. These indicators facilitate the identification of operational trends and support decisions about investments, allocation of resources and other operational decisions. Therefore, the measurement criterion applied by the Group may not be consistent with that adopted by other groups and therefore not comparable. These alternative performance indicators are made up exclusively from historical data of the Group and determined in accordance with the Guidelines on Alternative Performance Indicators issued by ESMA/2015/1415 and adopted by Consob with communication no. 92543 of December 3, 2015. They refer only to the performance of the accounting period in question and of the periods under comparison and not to the expected performance, and should not be considered as a substitute for the indicators envisaged by the reference accounting standards (IFRS).

Finally, they have been prepared maintaining continuity and homogeneity of definition and representation for all periods for which financial information is included in this document.

In line with the above-mentioned communications, the criteria used to construct these indicators are provided below.

Ebitda (Gross Operating Margin) is defined as the profit for the period before depreciation and amortisation, provisions for bad debts, provisions for risks, notional costs relating to stock grant plans assigned to the executive directors, financial income and expenses (excluding the adjustment to the fair value of financial liabilities for PUT, Earn Out to minority shareholders and fair value revaluations in the case of step up acquisitions), profit (loss) of companies accounted for using the equity method, and taxes.
Adjusted Operating Profit (Ebit) defined as Ebitda net of amortisation and depreciation of tangible and intangible fixed assets (excluding amortisation and depreciation of customer lists and know-howrecorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation), provisions for bad debts, provisions for risks, excluding notional costs relating to stock grant plans.
Operating Profit (Ebit) defined as Ebitda net of depreciation and amortisation, provisions for bad debts, provisions for risks, notional costs related to stock grant.

Adjusted net profit defined as net profit before
(i) amortisation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of consolidation, (ii) notional costs related to the stock grant plans net of the related tax effect and (iii) taxes paid in relation to previous years.
Group's adjusted net profit defined as the
Group's net profit before (i) amortisation of customer lists and know-how recorded in the Purchase Price Allocation of the companies acquired and included in the scope of and (ii) notional costs related to the stock grant plans net of the related tax effect and (iii) taxes paid in relation to previous years.
Net working capital is the algebraic sum of inventories, trade receivables, other current assets, trade payables and other current payables;
Net invested capital is the algebraic sum of non-current assets, net working capital and net non-current liabilities;

Net Financial Position (NFP) is the algebraic sum of cash and cash equivalents, other current financial assets, and current and non-currentloans;
Total Net Financial Position (NFP) Reported is the algebraic sum of cash and cash equivalents, other current financial assets,

current and non loans, current and non-current financial liabilities for rights of use, and payables and commitments for the purchase of equity investments from minority shareholders. It complies with the definition of Net Financial Debt envisaged in Consob Communication no. 6064293 of July 28, 2006 and in accordance with ESMA Recommendation 2013/319;

For the sole purpose of preparing the reclassified income statement, the fair value adjustment of the liabilities for Puts, Earn Outs towards minority shareholders and the fair value adjustment in the case of step up acquisitions are reclassified from the items of financial income and expenses to other Income item.

The pro forma consolidated financial statements, consisting of the reclassified consolidated balance sheet, the reclassified consolidated income statement and the segment information as of October 31, 2024, presented for the first time in this document, have been prepared solely for the purpose of disclosure in order to simulate the effects that the acquisition of 66% of the capital of Greensun Srl (Digital Green Sector), finalised on December 3, 2024, would have had on the Group's results if it had entered the scope of consolidation from May 1, 2024. The pro forma Consolidated Financial Statements have been prepared by making appropriate adjustments to the figures as of October 31, 2024 in order to backdate the significant effects of the acquisition of control of Greensun Srl, a leading operator in the renewable energy technology sector with expected annual consolidated revenues in the year ending December 31, 2025 of about Euro 130 million and about 50 human resources. Considering Greensun's affiliation to the Digital Green Sector, only this last Sector was subject to pro forma.

The pro forma Consolidated Financial Statements are not subject to audit and are not in any way intended to represent a forecast of future results and should not therefore be used in this sense: the pro forma data do not reflect forward-looking data as they are prepared in such a way as to represent only the most significant, isolable and objectively measurable effects of the transaction for the acquisition of control of Greensun Srl and the related financial and economic transactions, without taking into account the potential effects of any management choices and operating decisions made as a result. The construction of the pro-forma reclassified consolidated data, drawn up for management information purposes only, does not comply with Consob regulations regarding the preparation of pro-forma financial statements, as they are not applicable.

The consolidation pro-forma of Greensun and subsidiaries from May 1, 2024 to the date of actual entry into the Group's scope (November 2024) contributed to Group Revenues and Other Income for Euro 83,713 thousand, to Group EBITDA for Euro 5,220 thousand, and to the net profit for the period for Euro 3,787 thousand and to the Group Adjusted Net Profit for Euro 2,212 thousand.