Board of Directors of 17.07.2025

APPROVAL OF THE DRAFT OF GROUP INTEGRATED
AND CONSOLIDATED FINANCIAL STATEMENTS AS OF APRIL 30, 20251
AND THE 2026–27 INDUSTRIAL PLAN

 

The Fiscal Year as of April 30,2025 closed showing growth with revenues equal to Eu
3,357 billion (+4.6% YoY) and Ebitda equal to Eu 240.7 million (+0.5% YoY).
In Q4 2025, revenues increased by 3.1% and Ebitda by 8.2%, confirming the positive trend in the
second half of the Fiscal Year (revenues +7.6%, Ebitda +5.2%)

2026–27 Industrial Plan focused on organic growth in the core business of the Group, organizational streamlining, increasing operational efficiency and market penetration driven by investments in AI, Automation, and Digital Platforms, with annual growth targets of approximately 5% in revenues and 10% in profitability the progressive adoption of AI, Automation, and Digital Platforms

A dividend equal to Eu 1 per share and a buy-back equal to Eu 25 million will be submitted for approval at the next Shareholders’ Meeting on August 27, 2025

GROUP’S CONSOLIDATED RESULTS FY 2025¹

• Consolidated Revenues and Other Income: Eu 3,356.8 million (+4.6% Y/Y), grew by +7.6% in H2 2025 and +3.1% in Q4 2025 reflecting a strong turnaround from the first half of the Fiscal Year;

• Consolidated Ebitda: Eu 240.7 million (+0.5% Y/Y, Ebitda margin 7.2%), grew by +5.2% in H2 2025 (Ebitda margin 7.2%) and grew by +8.2% in Q4 (Ebitda margin 7.6%);

• Consolidated Adjusted Ebit[1]: Eu 185,4 million (-3.8% Y/Y, Ebit Adj margin 5.5%), grew by 0.4% in Q4 2025 (Ebit Adj margin 5.6%);
• Group consolidated Adjusted Net profit[2]: Eu 95.8 million (-9.9% Y/Y) decreasing by 1.9% in H2 and decreasing by 9.5% in Q4 2025, as a result of FX losses amounting to Eu 4 million due to significant euro/USD exchange rate volatility in April 2025 and the increased contribution net result attributable of non-controlling interests.
• Operating Cash Flow of approximately Eu 120 million and investments of around Eu 160 million during the FY 2025, following the significant M&A and capital expenditure plan completed in FY 2025.
• Consolidated Net Financial Position (NFP)^[3] net positive (net cash) equal to Eu 158.4 million vs Eu 211 million as of April 30, 2025 reflecting investments made during the period and approximately Eu 30 million in dividend distributions and share buybacks during the Fiscal Year.

GROUP INDUSTRIAL PLAN 2026-2027

• Focus on organic growth in the core business areas of the Group (Software and System Integration, Business Services and Digital Platform, ICT, and Green Value-Added Technology Solution), with organizational streamlining and improvement in operational efficiency

• Annual investment of Eu 80 million focused on organic growth and digital innovation in the areas of Cyber, Vertical Applications, and Digital Platforms, with the progressive adoption of AI, Automation, and digital platforms, driving increasing operational efficiency

• Evolution as frontier firm for the digital innovation of companies and organizations and with a specific focus also on the banking and insurance platform sector, characterized by significant growing demand

• 2026-2027 Growth Targets:
• Revenue: FY 2026 range +5.0% / +7.5%; FY 2027 range +5.0% / +7.5%
• Ebitda: FY 2026 range +5.0% / +10.0%; FY 2027 range +5.0% / +10.0%
• Group EAT Adjusted: FY 2026 range +10.0 / +12.5%; FY 2027 range +10.0% / +12.5%
• Ebitda margin from 7.2% in FY 2025 to 7.5% in FY 2027
• Expected annual operating Cash Flow equal to Eu 150 million with a 40% pay-out ratio (including buy-back)

CONVENING OF THE SHAREHOLDERS’ MEETING

• Convening of the Shareholders’ Meeting with the proposal of approval of the Statutory Financial Statement and dividend distribution for Eu 1.00 per share, Y/Y and the proposal for a buy-back plan of up to Eu 25 million, compared to Eu 10 million in the previous year

Empoli (FI), July 17, 2025

The Board of Directors of Sesa S.p.A., leading player in Digital Technology, Consulting and Vertical Application for the business segment, today approved the draft of the Separate and Group Consolidated Financial Statements for the Fiscal Year ended on April 30, 2025, including non-financial data, drawn up in compliance with EU-IFRS accounting standards and GRI on ESG matters.

Notes to the 2025 FY Group’s consolidated results

In FY 2025, the Sesa Group recorded consolidated Revenues and Other Income¹ of Eu 3,356.8 million (+4.6% Y/Y) and consolidated Operating Profitability (Ebitda¹) of Eu 240.7 million (+0.5% Y/Y), confirming the strong growth achieved over the FY 2020–2024 period, during which revenues grew from Eu 1.776 billion to Eu 3.211 billion and Ebitda increased from Eu 94.5 million to Eu 239.5 million.

The results for Q4 2025 highlight growth in Revenues and Ebitda in a challenging market context, with consolidated Revenues and Other Income equal to Eu 839.9 million (+3.1% Y/Y) and consolidated Operating Profitability (Ebitda) equal to Eu 64.1 million, up by 8.2% Y/Y, and Ebitda margin equal to 7.6%.

The fiscal year closed with 6,532 employees as of April 30, 2025, reflecting the 14.8% Y/Y increase, primarily concentrated in the Business Services and SSI sectors, mainly driven (approximately 66% of the total) by acquisitions completed during FY 2024.

Consolidated Revenues and Other Income¹ increased by 4.6% as of April 30, 2025 (+7.6% in H2 2025, +3.1% in Q4 2025), totalling Eu 3,356.8 million, with the following sector-specific trends:

• ICT VAS: Revenues and Other Income equal to Eu 2,075.5 million (-3.4% Y/Y, +0.3% in H2 2025, -6.4% in Q4 2025), reflecting persistent unfavourable market dynamics in certain ICT distribution segments, with revenue performance entirely organic.
• Digital Green VAS: Revenues and Other Income equal to Eu 343.8 million (+42.9% Y/Y, +81.0% in H2 2025, +112.7% in Q4 2025). The revenue growth reflects the consolidation of GreenSun from the beginning of the Fiscal Year, with pro-forma figures for the H1 and reported figures in H2, returning to double-digit organic growth in Q4 2025.
• SSI: Revenues and Other Income equal to Eu 875.7 million (+6.4% Y/Y, +3.5% in H2 2025, +7.2% in Q4 2025), despite unfavourable market conditions, with approximately 50% of the growth attributable to external leverage.
• Business Services: Revenues and Other Income equal to Eu 153.5 million (+34.7% Y/Y, +43.2% in H2 2025, +41.3% in Q4 2025), continues its growth trajectory, with approximately 55% of the growth organic, driven by the development of digital applications and platforms dedicated to the Financial Services industry.

Consolidated Ebitda¹ amounted to Eu 240.7 million in FY 2025 vs Eu 239.5 million as of April 30, 2024, reflecting a +0.5% Y/Y increase. This performance was driven by acceleration in H2 2025 (+5.2% Y/Y) and Q4 2025 (+8.2% Y/Y), supported mainly by the Digital Green VAS and Business Services segments. In Q4 2025, the Group consolidated Ebitda reached Eu 64.1 million (+8.2% Y/Y), with an Ebitda margin of 7.6%, due to a marked reversal in the Digital Green sector and accelerated expansion in Business Services. Outlined below are the contributions of the Group’s sectors to its consolidated Ebitda:

• ICT VAS reported an EBITDA of Eu 90.0 million in FY 2025, down 5.8% Y/Y and 3.5% in H2. The Q4 showed a strong recovery performance, with a 13.9% Y/Y increase. The Ebitda margin stood at 4.3% for the FY 2025 (compared to 4.4% in FY 2024) and reached 4.6% in Q4
• Digital Green VAS reported EBITDA¹ of Eu 24.5 million, showing strong growth compared to the previous year (+13.6% Y/Y, +79.2% in H2 2025, and +186.2% in Q4 2025 alone). For FY 2025, the EBITDA margin stood at 7.1% (compared to 9.0% in FY 2024), reaching 8.1% in Q4 2025. The Ebitda reflects the consolidation of GreenSun from the beginning of the Fiscal Year, on a pro-forma basis for H1 and on a consolidated basis for H2 2025. In Q4 2025, Ebitda records organic growth of 7%.
• SSIreached an Ebitda of Eu 94.9 million (-5.2% Y/Y, -7.2% in H2 2025, -6.8% in Q4 2025) with an Ebitda margin of 10.8%, compared to 12.2% Y/Y reflecting investment made in skill and technologies as re-engineering activities, with expected stabilization starting from FY 2026.
• Business Services segmentreached an Ebitda equal to Eu 27.3 million showing a strong growth (+50.9% Y/Y, +58.9% in H2 2025, +34.6% in Q4 2025) with an Ebitda margin of 17.8%, compared to 16.0% Y/Y, due to revenue growth and expansion of the customer base in the Digital Platforms and Vertical Applications areas.

The Adjusted Consolidated Operating Result (Ebit Adjusted¹) amounted to Eu 185.4 million (Adjusted EBIT margin 5.5% vs 6.0% Y/Y), recording a 3.8% decrease Y/Y. This result includes amortization of tangible and intangible assets for Eu 50.2 million (+24.6% Y/Y) and provisions for Eu 5.1 million (-21.1% Y/Y). The reduction in provisions is attributable to the continued high quality of credits, also supported by the use of factoring and credit insurance transactions across a significant share of the business perimeter. The Adjusted Consolidated Operating Result (Ebit) Adjusted for Q4 2025 amounted to Eu 47.0 million (Adjusted EBIT margin 5.6% vs 5.7% Y/Y), showing a 0.4% increase.

The Consolidated Operating Result (Ebit^¹) amounted to Eu 145.7 million (-7.2% Y/Y), after accounting for amortization of intangible assets related to customer lists and know-how recognized as part of the Purchase Price Allocation (PPA) process, totalling Eu 32.6 million (+16.3% Y/Y, as a result of ongoing investments in corporate acquisitions), and other non-cash costs of Eu 7.2 million, down slightly from Eu 7.7 million Y/Y.

The Adjusted Group Net Result^¹ amounted to Eu 95.8 million (3.0% of revenues), down 9.9% Y/Y, with H2 2025 contributing Eu 53.6 million, representing a 1.9.% decrease. This performance reflects the combined effect of: (i) Positive factors: the stabilization of net financial expenses in FY 2025, which, while increasing on a full-year basis to Eu 40.5 million compared to Eu 37.0 million in FY 2024, showed a 10.2% improvement in Q4 2025 Y/Y (Eu 10.7 million compared to Eu 11.9 million in Q4 2024), with further benefits expected to gradually materialize in the coming quarters; (ii) Negative factors: foreign exchange losses of Eu 1.4 million, fully incurred in Q4, as a result of the sharp and sudden appreciation of the EU/USD exchange rate in April 2025, and the higher impact of net result attributable to non-controlling interests.

Reported Net Profit is equal to Eu 67.4 million, down 18.8% compared to Eu 82.63 million at 30 April 2024. Group Reported Net Result is equal to Eu 62.2 million, down 20.6% compared to Eu 78.3 million at 30 April 2024.

The Net Financial Position (NFP) as of April 30, 2025, before IFRS lease liabilities, was positive (net cash) at Eu 158.4 million, compared to Eu 211.0 million as of April 30, 2024. The decrease reflects significant investments during the period totalling approximately Eu 160 million, as well as the distribution of dividends and share buybacks amounting to approximately Eu 30 million.

The Consolidated Reported Net Financial Position (NFP)⁴ as of April 30, 2025, calculated including IFRS liabilities for deferred payments to minority shareholders related to corporate acquisition and lease liabilities under IFRS 16 amounting to Eu 233.1 million as of April 30, 2025 compared to Eu 208.3 million as of April 30, 2024, shows a net debt of Eu 74.7 million, compared to a positive reported NFP of Eu 2.7 million as of April 30, 2024.

The Operating Cash Flow for the Fiscal Year 2025 amounts to approximately Eu 120 million, driven by positive operational management and working capital; in particular, credit risk mitigation and management tools, such as the use of factoring and pro-soluto securitization transaction within the VAS sector, have enable the maintenance of a high quality of customer receivables.

The Consolidated Shareholders’ Equity further strengthened, reached Eu 500.8 million as of April 30, 2025, up from Eu 477.3 million as of April 30, 2024.

2026-27 GROUP INDUSTRIAL PLAN

During today’s meeting, the Board of Directors formally approved the Industrial Plan of the Group for the Fiscal Year as of April 30, 2026, and 2027, which was prepared between April and June 2025 with the involvement of all operative sectors and key people of the Group.

The 2026-2027 Industrial Plan sets targets of business transformation, focus on organic growth of the Group’s core business, organizational streamlining, and the progressive adoption of AI, Automation, and Digital Platforms with increasing operational efficiency and the following strategic targets:

• Transformation of the Group into a digital integrator and partner for digital innovation in the areas of Data/Science / AI, Cloud, Cyber Security, and Digital Platforms
• Focus on organic growth in the Group’s core business (Software and System Integration, Business Services and Digital Platform, ICT, and Green Value-Added Technology Solution), with a significant reduction in the number of legal entities, organizational streamlining and with increasing operational efficiency
• Annual investment of approximately Eu 80 million, with a focus on organic growth, on digital innovation end the development of skills in Cyber domain, Vertical Applications and Digital Platforms with the adoption of AI, Automation and Digital Platform, and increasingly operational efficiency
• Evolution as a frontier firm in digital innovation for enterprises and organizations, with a focus on the banking and insurance platform sector, characterized by significantly growing demand
• Annual revenue growth and profitability in the range of 10% and 15%in the Business Services segment, mid to high single-digit in SSI and Digital Green VAS, and low single-digit in ICT VAS
• People expected to reach 7,000 by April 30, 2027, compared to the current 6,500, with a focus on consulting area and increasing operational efficiency supported also by the adoption of AI and Automation.
• Growth targets of the 2026-2027[4] Plan:
• Revenues: FY 2026 growth range +5% / +7.5%; FY 2027 growth range +5% / +7.5%
• Ebitda: FY 2026 growth range +5% / +10%; FY 2027 growth range +5% / +10%
• Group Adjusted EAT: FY 2026 range +10% / +12.5%; FY 2027 range +10% / 12.5%
• Ebitda Margin increasing from 7.2% in FY 2025 to 7.5% in FY 2027
• Annual Operating Cash Flow of Eu 150 million
• Pay-out ratio (including buy-back) equal to 40% in FY 2026 and FY 2027 vs 30% in FY 2025

The adoption of AI and Automation technologies in support of business along with the development of internal competence centers, will represent crucial success factors and strategic levers to transform operations and go to market (the Italian Data / AI market, valued at Eu 935 million in 2024, is expected to grow significantly, reaching Eu 1,250 million in 2025, +34% Y/Y, and Eu 1,666 million in 2026, + 33% Y/Y).

Notes to the ESG performances for FY 2025

The Fiscal Year as of April 30,2025 a further and continuous improvement in the ESG performances is confirmed, thanks to the continuation and strengthening of the main sustainability programs for the benefit of all the stakeholders.

As of April 30, 2025, the Group distributed a total economic value of Eu 450 million (+15% Y/Y), of which over 70% to Human Resources with 6,532 employees as of April 30, 2025 (+14.8% Y/Y. The Group significantly improved its hiring programs (around 800 new hired people as of April 30, 2025), focusing on young and highly skilled professionals. The Group continues to invest in training initiatives aimed at developing competencies, particularly in the areas of Cyber security, AI, and Automation, as well as in welfare program that are increasingly structured and created to promote well-being and a better work-life balance Group people.

Strong improvement in key environmental performance indicators:

• reduction in energy consumption per capita, down by 5%Y/Y, from 2,116 kWh as of April 30, 2024, to 2,022 kWh as of April 30, 2025;
• increasing share of green electricity purchased from third parties (equal to about 95% of the total);
• decrease in consumption of natural resources and in production of waste per capita, down by 78% Y/Y (0.0043 tons per capita in FY 2025 compared to 0.0200 tons per capita in FY 2024).

The Sesa Group reaffirms its commitment to responsible and transparent governance practices through the extension of the Gender Equality Certification in accordance with UNI/PdR 125:2022 to the Group’s main subsidiaries, and the ISO 14001 certification, confirming the Group’s focus on environmental protection and the reduction of environmental impact, and the extension of ISO 27001 certification in preparation for compliance with the upcoming NIS2 Directive.

The Group’s main ESG ratings have also been confirmed, including the Ecovadis Gold rating and the CDP (Carbon Disclosure Project) B rating.

Notes to the Parent Company results and other resolutions of the Board of Directors held on 17 July

The Parent Company Sesa S.p.A., Group operative holding, closed the Fiscal Year as of April 30, 2025 with a Net profit of Eu 23,482 thousand, compared to Eu 21,436 thousand as of April 30, 2024 achieving an active Net Financial Position Reported (net cash) for Eu 443 thousand, compared to Eu 906 thousand as of April 30, 2024, with Shareholders’ Equity of Eu 105,972 thousand compared to Eu 105,180 thousand as of April 30, 2024.

The Board of Directors, today, has adopted the following resolutions:

• To submit to the Shareholders’ Meeting convened on 27 August 2025 (first call) and, if necessary, on 28 August 2025 (second call), the approval of the Integrated Financial Statement for the 2024 Fiscal Year, including the distribution of a dividend of Eu 1.00 per share, consistent with the previous fiscal year (payment scheduled for 24 September 2025 and record date 23 September 2025), for a maximum amount of Eu 15,495 thousand.
• With reference to the 2024-2026 Stock Grant Plan, the achievement of the Annual Targets (Ebitda, and financial and economic balance) for the Fiscal Year from 1^st May 2024 to 30 April 2025, a total of 56,287 ordinary shares were granted free of charge to the beneficiaries. Information regarding the allocation is disclosed in the Remuneration Report prepared pursuant to Article 123-ter of Legislative Decrees No.58/1998 and published in accordance with legal requirements.
• To approve the Report on Corporate Governance and Ownership Structure, and the Remuneration Policy Report of the Fiscal Year as of 30 April 2025.
• To approve the Annual Internal Auditing Report as of 30 April 2025 and on the activities of the Executive Director in charge of preparation of the corporate accounting documents as well as the 6-months Report as of 30 April 2025 prepared by the “Organismo di Vigilanza” (Audit Supervisory Board).
• To convene the Shareholders’ Meeting for August 27, 2025, by first call and, by second call on August 28, 2025, to deliberate: (i) the Integrated Financial Statements approval for the Fiscal Year ending April 30, 2025; (ii) the allocation of yearly Net Profit with a dividend distribution of Eu 1 per share, stable compared to the Previous Year; (iii) the authorization to purchase and disposal of ordinary treasury shares up to maximum amount of Eu 25 million compared to Eu 10 million of the previous year, according to the Art. 5 Rule UE n. 596/2014 purposes (authorization to purchase until the date of approval of the financial statements as of April 30, 2026 and no later than 18 months from the date of the resolution) with the following Agenda:

1. Integrated financial statements of Sesa S.p.A. as of April 30, 2025, and relevant reports by the Board of Directors and the Independent Auditors:
   • Approval of the integrated financial statements as of April 30, 2025; presentation of the consolidated integrated financial statements as of April 30,
   • Allocation of the profit for the year.
2. Report on the Remuneration Policy and Paid Considerations pursuant to art. 123-ter of Legislative Decree no. 58/1998:
   • Binding resolution on the first part regarding the remuneration policy for the financial year May 1, 2025 – April 30, 2026.
   • Non-binding resolution on the second part regarding paid considerations during the financial year May 1, 2024 – April 30, 2025.
3. Authorization to purchase and dispose of ordinary treasury shares. Pertinent and consequent resolutions.

The Chairman Paolo Castellacci and the Chief Executive Officer Alessandro Fabbroni commented on the results for the Fiscal Year as of April 30, 2025, as follows:

“We continue to implement a business model focused on sustainable and long-term growth, with a strong commitment to all stakeholders, from employees to shareholders, clients, and the ecosystems in which we operate. In current context, digital innovation confirms its central role, both in enhancing business competitiveness and in improving people’s quality of life. Our ability to foster the transformation of client organization and to promote the well-being of our people remain a crucial pillar of our corporate vision” stated Paolo Castellacci, Chairman and Founder of Sesa.

“We closed once again a Fiscal Year marked by growth, consolidating our role as a leading player in the field of digital innovation for business and organizations, with strong development in the main sectors that will drive digital transformation, such as Cybersecurity, Cloud, AI and Automation, Vertical Solutions and Digital Platforms. With the new Industrial Plan and the investments of the last two years , we are laying the foundations for a deep evolution of the Group, increasingly focused on core business and with more streamlined organization, targeting a solid return to organic growth over the 2026-2027 period; we aim at positioning as a digital integrator and a key partner of digital transformation, in the current phase of evolution of economic models, which are ever more oriented towards emerging digital technologies such as Data Science, AI, Automation  and Vertical and Digital Platforms. With these strategic targets and in a scenario of strong evolution of digital technology, we will continue with our growth path, where the role of people, at the center of our corporate vision and inspiring our sustainable growth path, will remain crucial”, stated Alessandro Fabbroni, CEO of Sesa

Here attached you can find the following exhibits:

Exhibit n. 1 – Reclassified Consolidated Income Statement as of April 30, 2025

Exhibit n. 2 – Reclassified Consolidated Balance Sheet as of April 30, 2025

Exhibit n. 3 – Reclassified Income Statement of Sesa S.p.A. as of April 30, 2025

Exhibit n. 4 – Reclassified Balance Sheet of Sesa S.p.A. as of April 30, 2025

Exhibit n. 5 – Segment Information as of April 30, 2025

Exhibit n. 6 – 2026-2027 Industrial Plan, financial and economic targets

This press release is also available on the company’s website www.sesa.it, as well as on the authorized storage mechanism eMarket Storage consultable at the website www.emarketstorage.com.

Conference Call: Today, July 17, 2025, at 4.00 p.m. (CET), Sesa S.p.A. will hold a Virtual Investor Day conference call with all Stakeholders. During the call, the Group will present its economic and financial results for the Fiscal Year ended April 30, 2025, following the approval of the Consolidated Financial Statement by the Board of Director. The FY 2026-2027 Industrial Plan will also be presented and discuss.

To participate in the call, please connect via the following link: https://services.choruscall.it/DiamondPassRegistration/register?confirmationNumber=9031503&linkSecurityString=153a55ec41. The financial presentation will be available for download prior to the call in the Investor Relations section of the company’s website: https://www.sesa.it/en/investor-relations/presentations.html

[1] Adjusted Ebit defined gross of the amortization and intangible assets (client lists and know-how) deriving from Purchase Price Allocation (PPA) related to corporate acquisitions, equal to Eu 32.6 million compared to Eu 28 million, and Stock Grant expenses, equal to Eu 7.2 million compared to Eu 7,7 million in FY 2024.

[2] Consolidated Adjusted Net profit attributable to the Group before amortization and depreciation of intangible assets (client lists and know-how) recorded following the PPA relating to corporate acquisitions, equal to Eu 32.6 million compared to Eu 28.0 in FY 2024, and before Stock Grant costs, equal to Eu 7.2 million compared to Eu 7.7 million in FY 2024, net of the tax effect and adjustments  for non-recurring taxes equal to Eu 3.2 million compared to Eu 2.7 million in FY2024.

 [3] Net Financial Position (NFP) before IFRS debts. The reported NFP includes IFRS liabilities for deferred payments to minority shareholders for business acquisitions and lease liabilities under IFRS 16, amounting to EUR 233.1 million in FY 2025 (EUR 175.9 million of IFRS 3 liabilities and EUR 57.2 million of IFRS 16 liabilities) vs EUR 208.3 million in FY 2024

[4] FY 2026 and 2027 growth targets are compared to pro-forma FY 2025 results which include the pro-forma consolidation of GreenSun in H1 2025