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Pharmanutra

Interim / Quarterly Report Sep 13, 2024

4324_ir_2024-09-13_d46dc342-d005-4fe3-83d9-a87379364d1d.pdf

Interim / Quarterly Report

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INTERIM MANAGEMENT REPORT

30th June 2024

30 June 2024

PharmaNutra S.p.A. PharmaNutra S.p.A. PharmaNutra S.p.A.

Share capital

Headquarters REA (Economic Administrative Index) PISA Companies Register Headquarters REA (Economic Administrative Index) Share capital Tax no. | VAT | Co. Reg. of Pisa

Via Campodavela 1 - 56122 PISA Italy 146259 Euro 1,123,097.70 fully paid-in 01679440501

1

Tax ID no. | VAT | Reg. Co. of Pisa

PharmaNutra Group is a group of Italian companies based in Pisa, specialising in the pharmaceutical and nutraceutical sector. The companies PharmaNutra S.p.A., Junia Pharma S.r.l., Alesco S.r.l. Akern Sr.l., PharmaNutra España and PharmaNutra USA form part of the Group.

Thanks to continuous investments in R&D activities that have led to the development of innovative technologies, in less than 20 years the PharmaNutra Group has become one of the market leaders in the production of iron-based nutritional supplements under the SiderAL® brand, where it boasts a number of important patents on Sucrosomial® technology and, and it is also considered to be one of the emerging top players in the sector of medical devices for the recovery of joint capacity thanks to the Cetilar® branded products.

The PharmaNutra Group has about 110 employees in Italy and a network of over 150 Sales Representatives who are the real driving force of the company in the country. The Group's business model was built to respond to the peculiarities of the national market but has been able to adapt quickly and efficiently to international requirements.

PharmaNutra is present since 2013 on foreign markets with a flexible and innovative business model, based on a consolidated network of top-class partners: growing yet well-structured companies that focus their own business on innovative, high-quality products, sound scientific research and a sales structure that is as close as possible to the values of PharmaNutra. Currently, the Group's products are distributed in more than over 70 countries in Europe, Asia, Africa and America, through a network of over 40 carefully selected sales partners.

Akern S.r.l., a company specialised in bioelectrical impedance analysis with more than 40 years work and innovation experience, joined the PharmaNutra Group in 2022 in order to enhance and diversify its business lines through strategic synergy.

To support new growth strategies, PharmaNutra España and PharmaNutra USA were established in 2023 with the aim of dealing directly with the distribution of products.

CORPORATE BODIES

Board of Directors

Andrea Lacorte (Chairman) Roberto Lacorte (Vice Chairman) Carlo Volpi (Director) Germano Tarantino (Director) Alessandro Calzolari (Independent Director) Marida Zaffaroni (Independent Director) Giovanna Zanotti (Independent Director)

Board of Statutory Auditors

Giuseppe Rotunno (Chairman of the Board of Statutory Auditors)

1

  • Michele Luigi Giordano (Standing Auditor)
  • Debora Mazzacherini (Standing Auditor)
  • Alessandro Lini (Alternate Auditor)
  • Elena Pro (Alternate Auditor)

Independent auditors

BDO Italia S.p.A.

INTRODUCTION

PharmaNutra S.p.A., whose shares are traded on the STAR Segment of the Mercato Telematico Azionario ("MTA"), organised and managed by Borsa Italiana as of 15 December 2020, operates in the nutraceutical and pharmaceutical sector with the objective of improving people's well-being. Based on continuous research and development, it has introduced new nutritional concepts and new active ingredients to the market. It manufactures products using innovative technologies, paying particular attention to the protection of intellectual property.

This First half financial report is presented in a single document in the condensed consolidated first half financial statements of PharmaNutra Group (hereinafter referred to as the "Group").

The Board of Directors of PharmaNutra S.p.A. resolved to prepare the Group's condensed consolidated first half financial statements in accordance with the International Accounting Standards and International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB) and approved by the European Union.

The amounts in the accounting statements, tables and explanatory notes are expressed in thousands of Euro, unless otherwise stated.

FIRST HALF FINANCIAL REPORT ON OPERATIONS AS AT 30 JUNE 20241
1.1 MAIN FINANCIAL, INCOME STATEMENT AND BALANCE SHEET DATA1
1.2 PHARMANUTRA GROUP1
1.3 ECONOMIC AND FINANCIAL PERFORMANCE IN THE FIRST HALF OF 20244
1.4 SIGNIFICANT EVENTS OCCURRING DURING THE HALF YEAR8
1.5 PHARMANUTRA GROUP RESULTS10
1.6 REFERENCE MARKETS ON WHICH THE GROUP OPERATES 14
IRON MARKET19
MARKET FOR TOPICAL PAINKILLERS 22
TONIC PRODUCTS MARKET 23
1.7 INVESTMENTS24
1.8 RESEARCH AND DEVELOPMENT ACTIVITIES24
1.9 PHARMANUTRA ON THE STOCK EXCHANGE25
1.10 TRANSACTIONS WITH RELATED PARTIES28
1.11 TREASURY SHARES AND SHARES HELD BY SUBSIDIARIES 29
1.12 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES30
1.13 SIGNIFICANT EVENTS AFTER THE END OF THE PERIOD30
1.14 BUSINESS OUTLOOK 30
CONDENSED CONSOLIDATED FIRST HALF FINANCIAL STATEMENTS AS AT 30 JUNE 2024 PHARMANUTRA GROUP 32
CONSOLIDATED BALANCE SHEET 33
CONSOLIDATED INCOME STATEMENT34
STATEMENT OF COMPREHENSIVE INCOME 34
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 35
CONSOLIDATED CASH FLOW – INDIRECT METHOD 36

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF PHARMANUTRA GROUP 37
1.
LAYOUT AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS37
2. CONSOLIDATION AREA38
3. CONSOLIDATION CRITERIA AND TECHNIQUES40
4. ACCOUNTING STANDARDS AND VALUATION CRITERIA40
5. IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED OR APPLICABLE/APPLIED FROM
01/01/202442
6. RISK AND UNCERTAINTY MANAGEMENT43
6.1 EXTERNAL RISKS43
6.2 MARKET RISKS44
6.3 FINANCIAL RISKS45
7. DISCLOSURE BY OPERATING SEGMENTS 48
8. COMMENTS ON THE MAIN ITEMS50
9. OTHER INFORMATION70
10. EVENTS AFTER THE CLOSE OF 30 JUNE 202470
11. COMMITMENTS70
12. CONTINGENT LIABILITIES AND MAIN OUTSTANDING DISPUTES70
13. TRANSACTIONS WITH RELATED PARTIES 71
CERTIFICATION OF THE CONDENSED FIRST HALF FINANCIAL STATEMENTS PURSUANT TO ART. 154-BIS, PARAGRAPH 5,
OF ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 199876

FIRST HALF FINANCIAL REPORT ON OPERATIONS AS AT 30 June 2024

1.1 Main financial, income statement and balance sheet data

This first half financial report for the six months ended 30 June 2024 has been prepared in accordance with article

154-ter of Italian Legislative Decree 58/1998, as amended ("TUF").

The main consolidated economics data of PharmaNutra Group for the six-month periods ended 30 June 2024 and 30 June 2023 and the financial data as at June 30, 2024 and Decembr 31, 2023 are shown below:

ECONOMIC DATA 2024 % 2023 % Change
REVENUES 57.0 100.0% 50.3 100.0% 13.4%
SALES REVENUES 56.1 98.4% 49.6 98.8% 13.0%
EBITDA 16.2 28.4% 14.1 28.0% 15.3%
NET RESULT 8.9 15.6% 7.2 14.4% 23.0%
Earning per Share (Euro) 0.93 0.75 23.7%
BALANCE SHEET & EQUITY 2024 2023 Change
NET INVESTED CAPITAL 59.3 57.0 2.3
NET FINANCIAL POSITION (4.5) (2.6) (1.9)
EQUITY (54.8) (54.4) 0.4

1.2 PharmaNutra Group

PharmaNutra S.p.A. (hereinafter also "PharmaNutra", the "Parent Company" or the "Company") is a company with registered office in Italy, in Via Campodavela 1, Pisa, which holds controlling investments in the group of companies (the "Group" or also the "PharmaNutra Group") shown in the following diagram:

PharmaNutra, a nutraceutical company based in Pisa, was founded in 2003 with the aim of developing products for food supplements and medical devices. Since 2005, it has been directly and independently developing and marketing a line of its own branded products, managed through a structure of Pharmaceutical Sales Representatives who present the products directly to the medical class; it now has the know-how to manage all stages from the design, formulation and registration of a new product, to marketing and sales, and even training of agents.

The business model developed has been pointed out by key health marketing experts as an example of innovation and efficiency in the entire pharmaceutical scenario.

The Company continuously invests in research and development in order to further strengthen its results in the pertaining industry.

Subsidiary company Junia Pharma S.r.l. (hereinafter also referred to as "Junia Pharma") is active in the production and marketing of pharmaceuticals, OTC medical devices and nutraceuticals for the paediatric sector.

Subsidiary company Alesco S.r.l. (hereinafter also referred to as "Alesco") produces and distributes raw materials and active ingredients for the food, pharmaceutical and food supplement industries.

Akern S.r.l. (hereinafter also referred to as "Akern") is an Italian company established in 1980 with the purpose of research, development and production of medical instrumentation and software for monitoring body composition using bioimpedance techniques.

PharmaNutra USA (hereinafter also referred to as "PHN USA") was established in December 2022 to distribute PharmaNutra® branded products in the US market through direct distribution on the territory and selected ecommerce channels. The company has a capital of USD 1,800,000 and operational headquarters in Florida.

PharmaNutra España (hereinafter also referred to as "PHN ESP") was established in March 2023 with its headquarters in Barcelona and capital of 50,000 euro. It is in charge of the distribution of the Cetilar® and Cetilar® Nutrition line products in the Spanish market through selected online sales channels and a dedicated sales network.

The subsidiary Athletica Cetilar S.r.l. (hereinafter also referred to as "Athletica Cetilar") was established in March 2024 with the aim of creating a sports medical centre geared towards optimising the performance of professional and amateur athletes and developing the applications of products from the Cetilar® line.

PharmaNutra Group's Business Lines

PharmaNutra Group's distribution and sales model consists of the following two business Lines:

Direct Business Line: it is characterised by direct presence in the reference markets in which the Group operates; the logic that governs this model is to ensure complete control of the territory through an organisational structure of pharmaceutical sales representatives who, through sales and scientific information activities, ensure full control of all the players in the distribution chain: hospital doctors, outpatient doctors, pharmacies and hospital pharmacies.

This model, used for the Italian market, characterises PharmaNutra and Junia Pharma.

Alesco's commercial activity in Italy is directed both outside the Group, to companies in the food, pharmaceutical and nutraceutical industries as well as to nutraceutical production workshops that produce on behalf of third parties and, within the Group, supplying and selling products and raw materials to PharmaNutra and Junia Pharma.

Indirect Business Line: the business model is common to all three companies and is mainly used in foreign markets. It is characterised by the marketing of finished products (PharmaNutra and Junia Pharma) and raw materials (Alesco) through local partners which, under long-term exclusive distribution contracts, distribute and sell the products on their own markets.

Medical Instruments Business Line: the business model adopted by Akern involves the sale of instrumentation and software for body bioimpedance analysis in Italy and foreign markets through agents, distributors and online sales.

An analysis of the Group's financial position, performance and operating result is provided in the following sections, which specifically deal with the market scenario and the products and services offered, the investments and the main indicators of economic performance and the evolution of the financial position.

1.3 Economic and financial performance in the First half of 2024

The first half of 2024 showed robust organic growth for the Group, with sales revenue up by 13% compared to the same period last year, and an EBITDA margin by about 29%. In Q2 2024, sales revenues and EBITDA increased by 36.3% and 127% respectively compared to the previous quarter.

The process of enhancing the business of the subsidiaries Pharmanutra España, Pharmanutra USA and the Cetilar® Nutrition line is proceeding in line with expectations, resulting in a moderate reduction in margins due to the costs incurred. On the financial side, there was a temporary absorption of liquidity related to the distribution of dividends, which led to a moderate reduction in the net financial position.

Revenues from sales

Consolidated sales revenue in the first half of 2024 increased by 13% compared to the corresponding period of the previous year and amounted to Euro 56.1 million (Euro 49.6 million as at 30 June 2023). The revenue contribution of the new businesses (United States, Spain and Cetilar® Nutrition) is still marginal.

Revenues - Italy

Revenues from sales on the Italian market increased by about 6% to Euro 37.5 million (Euro 35.5 million as at 30 June 2023).

Revenues - Foreign markets

The revenues from foreign sales amounted to Euro 18.6 million, up by 31% compared to the first half of the previous year (Euro 14.2 million); they accounted for 33% of total revenues compared to 28.5% in the first half of the previous year. The result obtained was higher than expected as a result of the time dynamics that characterise the acquisition of orders by distributors. The Group already has orders in hand for the whole of the third and fourth quarters.

Operating Costs

Operating expenses for the first half of 2024 increase in proportion to revenues and amounted to Euro 40.8 million, i.e. an increase of 12.7% compared to 30 June 2023 (Euro 36.2 million).

PharmaNutra Group's EBITDA for the half year closed at 30 June 2024 was Euro 16.2 million (Euro 14.1 million in the first half of 2023), corresponding to a 28.4% margin on revenues, and an approximate increase of 15.3% compared to the same period of the previous year. Excluding the operating start-up costs of new initiatives (approximately Euro 2.8 million), the EBITDA would be higher than that recorded in the previous year.

The Net result for the period for the first half of 2024 amounted to Euro 8.9 million (Euro 7.2 million as at 30 June 2023).

The Net result per share for the first half of 2024 was Euro 0.93 compared to Euro 0.75 as at 30 June 2023.

The Net Financial Position as at 30 June 2024 showed a negative balance of Euro 4.5 million compared to the negative balance of Euro 2.6 million as at 31 December 2023, after paying dividends of Euro 8.2 million and purchasing treasury shares for Euro 0.3 million; capital expenditures in the half year amounted to about Euro 1.6 million.

Cash generated from operations in the period amounted to Euro 7.8 million, confirming the Group's large cashgenerating capacity.

In light of the results obtained, there are no issues relating to the going concern, liquidity risk and the recoverability of goodwill as well as tangible and intangible assets recognised in the financial statements as at 30 June 2024.

Sales results

The consolidated revenues for the half year closed at 30 June 2024 (amounting to Euro 56.1 million) increased by 13% compared to the half year closed at 30 June 2023 (Euro 49.6 million).

Revenues by area of activity Incidence
€/1000 2024 2023 Δ% 2024 2023
Finished products- Italy 34.448 32.419 6,3% 61,4% 65,3%
Finished products- Rest of world 17.261 13.286 29,9% 30,8% 26,8%
Total finished products 51.708 45.705 13,1% 92,2% 92,1%
Raw mat. and semifin. Prod. -Italy 657 734 -10,4% 1,2% 1,5%
Raw mat. and semifin. Prod. -Italy 940 503 86,7% 1,7% 1,0%
Total Raw Mat. and semifin. Prod. 1.597 1.237 29,1% 2,8% 2,5%
Medical instruments - Italy 2.410 2.323 3,7% 4,3% 4,7%
Medical instruments - ROW 357 367 -2,6% 0,6% 0,7%
Total medical instruments 2.767 2.690 2,9% 4,9% 5,4%
Total 56.073 49.632 13,0% 100% 100%

Revenues from sales of finished products increased by a total of about 13% with an increase of 6.3% and 29.9% on the Italian and foreign markets, respectively.

Revenues from the sale of raw materials and semi-finished goods showed an increase of 29% compared to 30/06/23.

The following table shows the trend of revenues on foreign markets as at 30 June 2024 broken down by geographic area.

Revenues on foreign markets are almost exclusively represented by sales of products from Sideral® line.

The changes compared to the previous period are attributable to the higher number of active contracts and temporal dynamics of order acquisition by distributors.

Revenues by geographic area Incidence
€/1000 2024 2023 Δ% 2024 2023
Italy 37.515 35.476 5,7% 66,9% 71,5%
Total Italy 37.515 35.476 5,7% 66,9% 71,5%
Europe 10.577 8.119 30,3% 18,9% 16,4%
Middle east 3.784 4.492 -15,8% 6,7% 9,1%
South America 1.156 1.061 8,9% 2,1% 2,1%
Far east 997 262 281,0% 1,8% 0,5%
Other 2.044 222 818,8% 3,6% 0,4%
Total Rest of World 18.558 14.156 31,1% 33,1% 28,5%
Grand Total 56.073 49.632 13,0% 100% 100%

Higher sales in the Chinese market through the e-commerce platform with cross-border marketing structure contributed to the increase in revenues in the Far East for Euro 704 thousand (Euro 153 thousand as at 30/06/23). The increase in Other stems from sales to the South African distributor and the start of distribution in the Central American markets.

In terms of volumes, the sales of finished products as at 30 June 2024 reached 6.8 million units, an increase of approximately 7.3% compared to 6.4 million units in the first half of previous year.

F.P. Volumes Incidence
Units/1000 2024 2023 Δ% 2024 2023
Finished products - Italy 2.373 2.320 2,3% 34,7% 36,4%
Finished products - Rest of world 4.466 4.051 10,2% 65,3% 63,6%
Total 6.839 6.371 7,3% 100% 100%

The following table shows the analysis of turnover by finished product line (Trademark).

Revenues by Product Line Incidence
€/1000 2024 2023 Δ% 2024 2023
Sideral 39.054 34.814 12,2% 69,6% 70,1%
Cetilar 5.466 4.897 11,6% 9,7% 9,9%
Apportal 5.164 4.058 27,3% 9,2% 8,2%
Ultramag 672 580 15,8% 1,2% 1,2%
Other 1.352 1.355 -0,2% 2,4% 2,7%
Medical instruments 2.767 2.691 2,8% 4,9% 5,4%
Raw Materials 1.597 1.237 29,1% 2,8% 2,5%
Total 56.073 49.632 13,0% 100% 100%

The analysis of revenues by product line as at 30 June 2024 highlights the increase of revenues of all the main product lines, and in particular of Apportal ® thanks to its characteristics as an energy tonic.

1.4 Significant events occurring during the half year

The most significant events of the first half of 2024 are described below.

At the beginning of the financial year, as a result of exceeding the market capitalisation threshold of Euro 500 million for three consecutive years, PharmaNutra no longer qualified as a "Small and Medium Enterprise" ("SME") pursuant to article 1, paragraph 1, letter w-quater.1 of Italian Legislative Decree No. 58/1998 (the Consolidated Law on Finance - "TUF"). As a result of the enactment of Italian Law no. 21 of 5 March 2024 (so-called "Capital Law"), which raised the relevant capitalisation threshold for qualifying as "SME" (Small and Medium Enterprise), Pharmanutra regained the status of "SME" as of the date on which the Capital Law came into force (i.e. 27 March 2024).

On 4 March 2024, the Board of Directors of the Parent Company resolved to establish a new company, named Athletica Cetilar S.r.l. (Performance Centre). The company has a capital of Euro 100,000 and will be 70% owned by PharmaNutra.

The project envisages the creation of a sports medical centre aimed at optimising the performance of professional and amateur athletes, treating and resolving medical and physical problems, and developing the applications of the products of the Cetilar® lines.

On 15 April 2024, pursuant to article 2505 of the Italian Civil Code and article 17.2 of the Articles of Association, the Board of Directors of the Parent Company approved the plan to merge by incorporation the subsidiaries Junia Pharma and Alesco into PharmaNutra.

In June, an important new scientific study on SiderAL® was published in an international journal following the peerreview method, directly comparing it with other competing oral iron-based products. This is a spontaneous retrospective observational clinical study conducted by Dr. Manoj A. Suva of the Pharmacology Unit of the University of Rajkot (India) involving 260 patients who had mild to moderate iron deficiency anaemia (haemoglobin values between 7 and 10 g/dL) and randomised into 4 different treatment groups.

The first group was treated with ascorbate iron (equal to 100 mg of elemental iron), the second with fumarate iron (equal to 50 mg of elemental iron), the third group with bisglycinate iron (30 mg of elemental iron) and the last with Sucrosomial® iron (30 mg of elemental iron). The study was aimed at assessing the efficacy and tolerability of the iron supplement treatments examined by analysing the haematochemical parameters at baseline (T0) and after 3 months of treatment (T1). The results showed that haemoglobin values after 3 months of supplementation improved significantly in the group treated with SiderAL® compared to the other conventional iron salts. Moreover, these important results about SiderAL®'s superiority over the other products in the study were obtained by using a lower dosage of Sucrosomial® Iron (30 mg) than ascorbate iron and fumarate iron (100 mg and 50 mg, respectively), thus proving to be more effective even at low doses.

In the same month, the distribution of three products from the SiderAL® line on the Mexican market began on the basis of the contract entered into in November 2022 with the partner SMS Pharma, and the treasury share buyback programme was started in execution of the resolution passed at the Ordinary Shareholders' Meeting of 17 April 2024.

During the half year, 7,071 treasury shares were bought back. The purpose of the program is to enable the Company to take advantage of the opportunity to make a profitable investment, in cases where the market price trend of PHN shares, including for factors external to the Company, is not able to adequately express the value of the same, and thus to provide the Company with a useful capital expenditures opportunity for any purpose permitted by current regulations. As at 30 June 2024, PharmaNutra holds 73,056 treasury shares equal to 0.75% of the share capital.

1.5 PharmaNutra Group Results

Below are the profit and loss accounts as at 30 June 2024 and 2023:

CONSOLIDATED PROFIT AND LOSS (€/1000) 2024 % 2023 % Δ 24/23 Δ %
TOTAL REVENUES 56,996 100.0% 50,247 100.0% 6,749 13.4%
Net Revenues 56,073 98.4% 49,632 98.8% 6,441 13.0%
Other revenues 923 1.6% 615 1.2% 308 50.1%
OPERATING EXPENSES 40,797 71.6% 36,193 72.0% 4,604 12.7%
Purchases of Raw, auxiliary mat. and cons. 2,675 4.7% 3,213 6.4% (538) -16.7%
Change in Inventories 829 1.5% (1,925) -3.8% 2,754 -143.1%
Services expenses 32,745 57.5% 31,144 62.0% 1,601 5.1%
Employee expenses 3,928 6.9% 3,296 6.6% 632 19.2%
Other operating expenses 620 1.1% 465 0.9% 155 33.3%
EBITDA 16,199 28.4% 14,054 28.0% 2,145 15.3%
Amortization, Depreciation and Write off 1,707 3.0% 854 1.7% 853 99.9%
EBIT 14,492 25.4% 13,200 26.3% 1,292 9.8%
NET FINANCIAL INCOME/(EXPENSES) (244) -0.4% 7 0.0% (251) -3585.7%
Financial income 566 1.0% 362 0.7% 204 56.4%
Financial expenses (810) -1.4% (355) -0.7% (455) 128.2%
PRE TAX RESULT 14,248 25.0% 13,207 26.3% 1,041 7.9%
Income Taxes (5,351) -9.4% (5,975) -11.9% 624 -10.4%
Group's Profit/(loss) of the period 8,897 15.6% 7,232 14.4% 1,665 23.0%

The 13.4% increase in revenue was offset by a 12.7% increase in operating expenses compared to the first half of 2022.

The EBITDA margin for the first half of 2024 improved compared to the same period of the previous year and continued to be affected by the costs incurred for the start-up of the subsidiaries PHN USA, PHN ESPAÑA and Cetilar® Nutrion in particular with regard to recruiting costs, administrative and commercial consulting, personnel costs, and marketing investments. Excluding costs related to new business, the EBITDA margin as at 30/06/24 would amount to about 33%.

PharmaNutra Group applies some alternative performance indicators that are not identified as accounting measures under IFRS, in order to allow for a better assessment of management performance. Therefore, the

assessment criteria used by the Group may not be consistent with those used by other groups and the balance obtained may not be comparable with that determined by the latter.

Such alternative performance indicators, determined in accordance with the requirements of the Guidelines on Alternative Performance Indicators issued by ESMA/2015/1415 and adopted by CONSOB with communication no. 92543 of 3 December 2015, refer only to the performance of the six-month accounting period covered by this First half financial report and of the periods compared and not to the expected performance of the Group.

Below is a definition of the alternative performance indicators used in this Financial Report:

  • EBITDA: it is represented by the Earnings before interest, taxes, depreciation and amortisation.

  • Adjusted EBITDA: it is represented by the Earnings before interest, taxes, depreciation and amortisation net of non-recurring items

  • EBIT: it is represented by the Earnings before interest, taxes, depreciation and amortisation net of depreciation, amortisation and write-downs.

  • Net Working Capital: it is calculated as the sum of inventories and trade receivables net of trade payables

and all other balance sheet items classified as Other receivables or Other payables.

  • Operating Working Capital: it is calculated as the sum of inventories and trade receivables, net

of trade payables.

  • Net Invested Capital: it is the sum of Net Working Capital, Total Fixed Assets net of Provisions and other medium/long-term liabilities, excluding items of a financial nature which are included in the Net Financial Position balance.

  • Net Financial Position (NFP): it is calculated as the sum of current and non-current bank loans and borrowings, current and non-current liabilities for rights of use, net of cash and cash equivalents, and current and non-current financial assets.

  • Total Sources: it is represented by the sum of Shareholders' Equity and NFP.

The reclassified income statement figures as at 30 June 2024 and as at 31 December 2023 are shown below:

(1,000) 30/06/2024 31/12/2023
TRADE RECEIVABLES 23,795 19,219
INVENTORIES 7,573 8,166
TRADE PAYABLES (16,039) (16,097)
OPERATING WORKING CAPITAL 15,329 11,288
OTHER RECEIVABLES 6,475 6,179
OTHER PAYABLES (6,408) (6,964)
NET WORKING CAPITAL 15,396 10,503
INTANGIBLE ASSETS 23,245 22,542
TANGIBLE ASSETS 25,393 26,352
NON CURRENT ASSETS 2,825 4,574
TOTAL ASSETS 51,463 53,468
PROVISIONS AND OTHER L/T LIAB. (7,541) (6,958)
NET INVESTED CAPITAL 59,318 57,013
NET EQUITY 54,807 54,409
NON CURRENT FINANCIAL LIAB. 21,171 23,430
CURRENT FINANCIAL LIAB. 5,879 4,585
NON CURRENT FINANCIAL ASSETS (733) (293)
CURRENT FINANCIAL ASSETS (6,271) (6,193)
CASH AND CASH EQUIVALENTS (15,535) (18,925)
NET FINANCIAL POSITION 4,511 2,604
TOTAL FUNDS 59,318 57,013

The change in operating working capital compared to 31 December 2023 is attributable to higher sales volumes during the period and to the timing of cash inflows and outflows. The item Other receivables includes the recognition of deferrals related to marketing activities whose competence extends beyond 30 June 2024, and the current portion of tax receivables acquired last year.

The change in the item Other payables is related to the recognition of taxes on the result of the period and to the payment of variable remuneration to executive directors.

The decrease in Financial Fixed Assets is attributable to use of tax credits acquired as capital expenditures using a portion of the Group's liquidity.

The increase in Non-current Financial Assets is due to the taking out of the insurance policy to cover the Directors' termination indemnity (TFM) provision for the Executive Directors.

The item Current financial assets refers to a temporary use of part of the Group's liquid funds with the subscription

of financial instruments as part of the individual management mandate granted to Azimut Capital Management.

The consolidated Net Financial Position as at 30/06/2024 and 31/12/2023 is detailed below.

30/06/2024 31/12/2023
Cash (6) (40)
Bank deposits (15,529) (18,885)
Cash and cash equivalents (15,535) (18,925)
Current financial assets (6,271) (6,193)
Current financial liabilities: due to banks 1,671 627
Current part of non-current liabilities 3,942 3,588
Current fin. liabilities for rights of use 266 370
Current financial indebtedness net of fin. assets (392) (1,608)
Net Current Financial Indebtedness/(Availability) (15,927) (20,533)
Non-current financial assets (437) 0
Deposits paid (296) (293)
Non-current bank debts 20,206 22,188
Non-current fin. liabilities for rights of use 965 1,242
Non-current financial indebtedness 20,438 23,137
Net Financial Position 4,511 2,604

The change in Current Financial Liabilities arises from temporary positions on current accounts.

For changes in Non-current financial assets, please refer to what has already been reported.

For more details on changes in the Net Financial Position, please refer to the Consolidated Cash Flow Statement.

1.6 Reference markets on which the Group operates

PharmaNutra Group, specialised in the development of nutraceutical products and medical devices, is one of the main players in the Italian market with a growing presence abroad.

Below is an overview of the general performance of the food supplements market and an in-depth analysis of the main reference markets in Italy for the product lines being more relevant in terms of turnover.

Food supplements market 1

Over the past twelve months, the supplement market has performed well compared to last year with +2.8% in turnover and +1.0% in volume.

The weights of the channels see the Pharmacy channel leading the way, remaining stable compared to last year, the Parapharmacy channel decreasing slightly, and the Super + Hyper and Online channels growing slightly.

Supplement Market - 5 Channels

Periodo Valore (Mio€) Trend Contributo alla
Crescita*
Quota Canale
MAT 2024 3.620,7 +2,8% +2,1% 77.6%
FARMACIA YTD 6/24 1.847,0 +4,3% +3,3% 77,4%
Ultimo mese 300,3 +2,1% +1,6% 75.9%
MAT 2024 344,8 -2,5% -0,2% 7,4%
PARAFARMACIA YTD 6/24 172,8 -1,5% -0,1% 7,2%
Ultimo mese 28,0 -5,3% -0,4% 7,1%
MAT 2024 336,7 +5,3% +0,4% 7,2%
ONLINE YTD 6/24 180,0 +8,5% +0,6% 7,5%
Ultimo mese 28,2 +5,9% +0,4% 7,1%
MAT 2024 238,4 +5,8% +0,3% 5,1%
IPER + SUPER
No Corner
YTD 6/24 122,0 +4,6% +0,2% 5,1%
Ultimo mese 26,2 +3,1% +0,2% 6,6%
MAT 2024 127,0 +7,6% +0,2% 2,7%
are IPER+SUPER
Con Corner
YTD 6/24 64,1 +5,0% +0,1% 2,7%
Ultimo mese 12,7 +2,0% +0,1% 3,2%

*Individual channel contribution to the overall market

1 Source: New Line data processing - rolling year ending June 2024

Again with reference to the last twelve months, about 18.4 thousand new references (representing 14% of the

managed products) were placed on the supplement market, which can generate a value of Euro 150 million, or 3% of the total turnover.

The price trend over the last 12 rolling months records a more or less significant impact than the market average on some segments.

Specifically, compared to an average price increase across all channels of about 1.4%, the categories that see significant price increases are:

TOTALE 5 CANALI +1.4%
IDRATANTI VISO +14.0%
ANTIACIDI E ANTIREFLUSSO +7.5%
ANTICELLULITE +7.3%
INCREMENTO MASSA MUSCOLARE +7,0%
PRODOTTI PER LA GOLA +6.3%
DRENANTI +5.5%
VITAMINE +4.9%
NEUROPATIE PERIFERICHE +4.8%
ACNE +4.4%
ANTIPERTENSIVI +4.3%

Looking at the main categories that make up the supplements market, the markets with the largest growth variances in these six months of the year are: Probiotics, Mineral Salts and Antacids.

Lipid control, immune functions and cough products markets down.

The market for Food Supplements – Top 20 categories (sell-out at MAT and YTD values) 2

2 Values in millions of Euro

Sideral® Forte is still among the most sold items on the food supplements market in terms of sell-out by value

and volume.

The Food Supplements Market - Top 20 products (sellout at MAT and YTD values)3

MAT Valori (Mio€) Trend MAT YTD Valori (Mio€) Trend YTD
SIDERAL FORTE 20CPS 39,1 +8,0% 20,2 +8,7%
ARMOLIPID PLUS 60CPR 30.2 -8,9% 14,5 -11,1%
GRINTUSS PEDIATRIC SCIR 180G 27,4 -21,3% 13.4 -3,9%
ESOXX ONE 20BUST STICK 10ML 26,8 +16,0% 14.5 +15,1%
GRINTUSS ADULTI SCIR 180G 26,2 -1,8% 14.9 +19,1%
CARNIDYN PLUS 20BUST 23.4 -1,0% 11.4 -0,0%
ENTEROLACTIS PLUS 30CPS 23.3 -0.4% 11,5 +0,2%
MARIAL 20 ORAL STICK 15ML 20.4 +18,8%
1
10.8 +17,2%
YOVIS FLACONCINI 10FL OS 17,8 +23,3% 9,6 +18,9%
VSL3 10BUST 17,3 +1,1% 88 +0,6%
MAGNESIO SUPREMO 300G 17,3 +16,6% 9,1 +17,196
BETOTAL ADVANCE B12 30FL 16,6 +10,9% 9,1 +14.196
VICKS ZZZQUIL NATURA 60PAST 15,1 +3,7% 8.0 +8,7%
LACTOFLORENE PLUS 12FL 14,8 +2,5% 7.4 +1,2%
ENTERELLE PLUS 24CPS 14,4 +11,8% 7,6 +14,0%
NEOBIANACID 70CPR MASTICABILI 14,0 +42,2% 8,1 +40,5%
BETOTAL ADVANCE B12 15FL 13,9 -0,7% 7,3 +2,1%
YOVIS STICK 10BUST 13,7 +17,8% 7,0 +12,3%
BETOTAL 40CPR 13,7 -16,2% ਦਿੱਤੇ -11,7%
NEOBIANACID 45CPR MASTICABILI 13.4 +11,6% 7.3 +9,5%

3 Values in millions of Euro

The market for Food Supplements – Top 20 product codes (sell-out in volume MAT and YTD)

MAT Volumi (Mgl) Trend MAT YTD Volumi (Mgl) Trend YTD
ENERVIT THE PROTEIN DEAL 55GR 1CT S GLUT 3.285.3 +0,3% 1.687.4 -3.8%
GRINTUSS PEDIATRIC SCIR 180G 1.935.8 -24,5% 927,9 -7,3%
GRINTUSS ADULTI SCIR 180G 1.852.4 -5,9% 1.029,0 +14,8%
PROTEIN BAR VANIGLIA 55G 1.831,9 +0,0% 1.149.4
ENERVIT PROTEIN BAR 40GR 1CT S GLUT 1.724,2 -8,1% 847,9 -14,9%
SIDERAL FORTE 20CPS 1.509,9 +5,7% 771,6 +5,4%
ENERVIT PROTEIN BAR 48GR 1CT S GLUT 1.447,8 +2,6% 731,0 -2,8%
CITROSODINA EFFERV GRAN 150G 1.439.9 -2,9% 718,1 -1,3%
YOVIS FLACONCINI 10FL OS 1.235,9 +20,5% 657.4 +15.6%
ESOXX ONE 20BUST STICK 10ML 1.207,2 +12,5% 652.0 +13,9%
CARNIDYN PLUS 20BUST 1.183.4 -3,4% 573.4 -2,6%
LACTOFLORENE PLUS 12FL 1.162,0 -0,7% 588,8 -0,1%
BRIOSCHI 250GR 1CT DIGESTIVO EFFERV. 1.132,3 +0,0% 567,3 +2,1%
YOVIS STICK 10BUST 989.6 +13,5% 494.6 +8,0%
DIGER SELZ 42GR 12CT DIGESTIVO EFFERV. 936,3 -1,4% 450.9 -1.4%
MAALOX REFLURAPID 20BUST 926.7 +63,7% 452,7 +41.9%
ENERVIT CRUNCHY CIOKO 1BAR 916,1 -5,6% 476,5 -4,9%
YOVIS CAPS 10CPS 910,9 +15,0% 460,0 +8,9%
MARIAL 20 ORAL STICK 15ML 893,0 +16,4% 473.1 +15,6%
ENTEROLACTIS PLUS 30CPS 886,2 -2,5% 427,8 -4,4%

Going into the details of the Pharmacy channel, a very important fact concerns the positioning, for four and a half years, of Sideral® Forte as the first best-selling dietary supplement in Italy by value, a position conquered in November 2019 and consolidated year after year. On top of this, Apportal® achieved a great result, entering the Top20 most sold supplements in Italy by value in June, reaching the 15th position.

The market for Food Supplements – Top 20 product codes, Pharmacy channel (sell-out at MAT and YTD values)4

4 Values in millions of Euro

MAI Valori (Miot) Irend MAI YTD Valori (Miot) Irend YID
SIDERAL FORTE 20CPS 34,9 +8,1% 18,0 +8,7%
GRINTUSS PEDIATRIC SCIR 180G 23,9 -21,1% 11,7 -4,0%
ESOXX ONE 20BUST STICK 10ML 23,7 +15,3% 12,7 +13,7%
GRINTUSS ADULTI SCIR 180G 22,3 -1,2 % 12,7 +19,5%
CARNIDYN PLUS 20BUST 19.0 -1,6% 9,3 +1,1%
ARMOLIPID PLUS 60CPR 18,9 -9,0% 9,0 -9,9%
MARIAL 20 ORAL STICK 15ML 18.8 +18,6% 9,9 +16,6%
ENTEROLACTIS PLUS 30CPS 18.0 +1,8% 9,0 +5,2%
VSL3 10BUST 16,3 +1,2% 8,3 +0,6%
YOVIS FLACONCINI 10FL OS 15.1 +25,4% 82 +21,7%
BETOTAL ADVANCE B12 30FL 13,2 +10,0% 7.2 +12,8%
REUFLOR GOCCE 5ML 11,9 -4,8% 6.1 -8,2%
ENTERELLE PLUS 24CPS 11,8 +12,8% 6,2 +14,3%
DICOFLOR GOCCE 5ML 11,7 -4,4% 6,1 -6,1%
APPORTAL 14BUST 11,5 +5,8% 6,1 +19,9%
VICKS ZZZQUIL NATURA 60PAST 11,4 +5,1% 6,1 +9,9%
BETOTAL 40CPR 11,2 -17,6% 5.7 -11,8%
LACTOFLORENE PLUS 12FL 10.8 +0,2% 5.4 -2,1%
NEOBIANACID 45CPR MASTICABILI 10,7 +13,9% ਟ,9 +10,4%
BETOTAL ADVANCE B12 15FL 10,7 -2,3% 5,6 +1,3%

In the first half of 2024, New Line's market research also places in the Top10 best-performing pharmacy brands in January 2024 both Apportal®, in the tonics market, with an increase of 44% compared to the same month last year, and Cetilar®, in the anti-trauma market, with an increase of 17%. In May 2024, Apportal® continues to be in the same ranking with an increase of about 25%.

The market for Food Supplements – Top 10 product codes, no new entry (average values per pharmacy - sell-out at MAT values)

MERCATO BRAND +/-% VS GEN
VENOTONICI DAFLON +30.9%
PRODOTTI TOSSE FLUIMUCIL +27,9%
DERMATITE ATOPICA CERAMOL +18,3%
ANALGESICI BRUFEN +154,4%
CURA DELLE FERITE BETADINE +31,8%
ANALGESICI NUROFEN +25,0%
TONICI APPORTAL +44,3%
TONICI CARNIDYN +21,0%
LASSATIVI DULCOSOFT +15,9%
ANTITRAUMATICI CELLAR +17,0%

MERCATO BRAND +/-% VS MAG
VENOTONICI DAFLON +19.7%
PRODOTTI TOSSE FLUIMUCIL +40,7%
CURA DELLE FERITE BETADINE +28,8%
ANTITRAUMATICI DICLOREUM +21,8%
PRODOTTI TOSSE SEKI +32,1%
ANALGESICI BRUFEN +26,7%
NEUROPATIE PERIFERICHE MAVOSTEN +146.4%
TONICI APPORTAL +24,8%
ANALGESICI NUROFEN +21,2%
SINDROME DEL COLON IRRITABILE JIBS] COLILEN +31.7%

Iron market

The Pharmanutra Group operates in the iron-based supplement market (Food Supplements and Drug) with its Sideral® product line, which confirms its leadership position with a market share of 52.7% in value and 46.4% in volume5 .

5 Source: IQVIA data updated to latest Rework 2024

The charts below show the quarterly trends in the market share of Sideral® (expressed in value) in relation to the market for iron-based supplements only (Food Supplements) and the overall market consisting of both Food Supplements and Drugs.

It should be noted that the Sideral® product line also has a significant market share in the entire panorama of the overall market, whose growth is driven by the food supplements segment at the expense of the drugs one.

The performance of Sideral® in terms of units in the iron-based supplements market and the overall iron market is shown in the chart below.

In the second half of 2024, the trend of Sideral® products per unit increased compared to the previous half year with the total market share increasing from 21.82% at 30/06/2023, to 22.20% at 30/06/2024.

Going into detail, the different players operating in the iron-based supplements segment in terms of market shares and average price, the direct competitors of Sideral® have much smaller market shares (the second competitor has a market share 8 times lowerthan Sideral®) and, on average, lower market prices. This shows how the Sideral® product line is able to gain significant recognition in the market in terms of premium retail price, achieved thanks to significant investments in research and development and marketing.

Market for topical painkillers

As at 30 June 2024, the painkiller market showed a slight increase in value compared to 30 June 2023 (+3.4%); the Cetilar® line increased its share in both volume and value.

The chart below shows the overall market trend (Topical products and Cetilar® line) from the second quarter of last year.

The following are the market shares (value) referring to the second quarter of 2024 of the key market competitors.

Tonic products market

The following graph shows the development of Apportal®'s market share (expressed in value and units) in relation to the target market6 .

6Source: New Line Market researches

With the tonic products market growing slightly (approximately +3.5%) in the first half of 2024 compared to the first half of 2023, Apportal®'s market share rose from 4.8% to 5.4% in value and from 3.3% to 3.4% in volume, registering an increase in value of 17.2% with prospects for further growth in the future.

1.7 Investments

In the first half of 2024, the Group invested a total of Euro 1.6 million in fixed assets, of which about Euro 1 million in intangible assets, for the registration of trademarks and patents (Euro 197 thousand), for the implementation of management software (Euro 184 thousand) and for research projects (Euro 563 thousand).

Capital expenditure on property, plant and equipment amounted to approximately Euro 0.6 million and mainly related to the completion of the new headquarters.

1.8 Research and development activities

The research costs incurred during the period amount to Euro 1.2 million, of which Euro 657 thousand posted to the income statement (Euro 481 thousand as at 30 June 2023) and Euro 563 thousand capitalised, to which personnel costs for research and development activities should be added.

During the half year, 3 applications for the registration of new patents and 4 applications for the registration of new trademarks were filed.

During the period under review, Research and Development (R&D) focused on the development and start-up of new laboratories for cell biology, quality control and pharmaceutical techniques. New research projects have been launched on various fields of application such as the development and study of sucrosomial B12 and D3 vitamins, the development and study of formulations containing hyaluronic acid in combination with CFAs and formulations based on CFAs and Vitamin D3. In tandem, new research models were developed to insource, speed up and control the different experimental steps such as the MIVO (multi-in vitro-organ) dynamic culture system.

The activity of PharmaNutra Group's R&D department also includes the execution of clinical studies on its products, both in the development and post-marketing phases. The practical implementation of these studies is carried out through formal collaborative relationships with clinics, hospitals, Italian and foreign research centres,

depending on the skills and know-how required, or through formal agreements with Contract Research Organisations (CRO).

The clinical research carried out in the first half of the year focused mainly on the products Lipocet® and UltraD3, Sideral® up-grade, Cetilar® up-grade, and in addition, two studies with UltraB12 and one with SideralMed are ongoing.

The development of the finished product Myosave and other products in the Cetilar nutrition line such as Dual Protein, Iron Race and Race Bar Coconut was completed in this first half year.

To date, the research team working in the laboratory consists of five people with a new researcher expected to join by the end of the year.

1.9 PharmaNutra on the Stock Exchange

The shares of PharmaNutra S.p.A. have been listed on the AIM Italia (Mercato Alternativo del Capitale) from 18 July 2017 to 14 December 2020. As of 15 December 2020, the shares of PharmaNutra S.p.A. are listed on Mercato Telematico Azionario (MTA) of Borsa Italiana, STAR segment.

ISIN IT0005274094
Alphanumeric code PHN
Bloomberg Code PHN IM
Reuters Code PHNU.MI
Specialist Intermonte
No. Of ordinary shares 9,680,977
Price of admission* 10.00
Price as at June 30,2024 47.55
Capitalization at the date of admission 96,809,770
Capitalization as at June 30,2024 460,330,456

*= value on the date of admission to AIM

The share capital of the Company is represented by 9,680,977 ordinary shares, without nominal value, which confer the same number of voting rights.

According to the results of the shareholders' register as well as on the basis of other information available to PharmaNutra S.p.A., the following table shows the shareholders who hold a significant stake in the share capital as at 30 June 2024.

Declarant or subject at the top of the
controlling chain
Direct
shareholder
Number of
shares
% on S.C.
with
voting
rights
Andrea Lacorte ALH S.r.l. 3,038,334 1)
31.38%
Roberto Lacorte RLH S.r.l. 2,224,833 2)
22.98%
Roberto Lacorte 14,000 0.14%
2,238,833 23.13%
Carlo Volpi Beda S.r.l. 1,015,843 10.49%
Market 3,314,911 34.24%
PharmaNutra 73,056 0.75%
Total 9,680,977 100.0%

1) Including 953,334 PHN ordinary shares through the trust company COFIRCONT Compagnia Fiduciaria S.r.l. under a specific fiduciary mandate.

2) Including 953,334 PHN ordinary shares through the trust company COFIRCONT Compagnia Fiduciaria S.r.l. under a specific fiduciary mandate.

Andrea Lacorte is the sole shareholder and the sole director of ALH S.r.l., Roberto Lacorte is the sole shareholder and the sole director of RLH S.r.l. and Carlo Volpi is the sole shareholder and the sole director of Beda S.r.l.

In the first half of 2024, the Company's shares had an average price of Euro 55.00 (Euro 58.47 in 2023), a maximum price of Euro 63.10 (as at 14 February 2024) and a minimum price of Euro 45.65 (as at 11 June 2024). During the same period, average daily trading volumes were approximately 7,005 shares (6.163 average trading volumes in 2023).

From the beginning of the year to 30 June 2024, the market value of the Company's shares fell by 15.4%, underperforming both the FTSE Italia Mid Cap index (+5.1%) and the FTSE Italia STAR index (-0.7%). The graph below sets out respectively the prices and traded volumes of the Company's shares and the performance of the FTSE Italia Mid Cap and FTSE Italia STAR indices in the first half of 2024.

The graph below shows the performance and traded volumes of the Company's shares from the start of trading on the AIM Italia segment (18 July 2017) until 30 June 2024, compared with the performance of the FTSE Italia STAR and FTSE Italia Mid Cap indices over the same period. On this time horizon, PharmaNutra's stock has recorded an increase of 340% compared to +37% of the FTSE Italia STAR index and +17% of the FTSE Mid Cap index.

ANALYST COVERAGE STIFEL INTERMONTE
Starting of the coverage 01/06/2021 03/06/2021
Update 14/05/2024 14/05/2024
Target price 86.0 79.0

1.10 Transactions with related parties

All transactions with related parties are carried out at market conditions, form part of the Group's ordinary operations and are undertaken solely in the interests of the Group.

Pursuant to Consob Resolution no. 17221 of 12 March 2010, it is hereby acknowledged that during the first half of 2024 the Group did not enter into any significant transactions with related parties or transactions which had a material impact on the Group's financial position or results.

It should be noted that, pursuant to article 9.4 of the "Procedure for Transactions with Related Parties" adopted by PHN (the "RPT Procedure"), the Merger by incorporation of Junia Pharma and Alesco into PharmaNutra is exempted from the application of the relevant provisions since it is a transaction carried out by PHN with companies controlled by it in which no significant interests of other related parties of PHN are present, as verified by the Board of Directors of the Company in compliance with the RPT Procedure. In this regard, it should also be noted that the value of the Merger transaction does not exceed any of the materiality indices for the qualification of "significant transactions" under article 10.2 of the RPT Procedure.

Transactions with related parties are as follows:

• Transactions entered into by PharmaNutra with its subsidiaries and transactions between subsidiaries: regard the sale of goods and services that are part of the Group's ordinary operations. The related costs and revenues, receivables and payables have been eliminated in the preparation of the consolidated financial statements. The transactions between companies of the Group concern the supply by Alesco of the main active ingredients, the payment by PharmaNutra and Junia Pharma to Alesco of royalties for the exploitation of the patent relating to Sucrosomial® Iron technology, and the charge-back of personnel costs between companies

of the Group.

• Transactions carried out with related parties other than Group's companies:

they mainly consist of commercial transactions involving the rental of property, advertising consultancy services, and the provision of services for sponsored events.

In general, the transactions with related parties are governed by the RPT Procedure that PharmaNutra has adopted from time to time, aimed at ensuring effective correctness and transparency, both substantive and procedural, in this area and to encourage - where necessary - full co-responsibility of the Board of Directors in the related decisions.

Please refer to Note 13 to the Condensed consolidated first half financial statements for details on the amounts related to the transactions with related parties.

1.11 Treasury shares and shares held by subsidiaries

The Ordinary Shareholders' Meeting of PharmaNutra held on 17 April 2024, after revocation of the previous resolution, authorised the purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code, as well as article 132 of Italian Legislative Decree 58/1998, for a period of 18 months and for a maximum amount of Euro 3 million, so as to allow the company to take advantage of the opportunity to make an advantageous investment, in cases where the market price of PharmaNutra shares, also due to factors external to the Company, is not able to adequately express its value. As at 31 December 2023, the Company held 65,985 treasury shares; during the first half of 2024, the Company purchased a total of 7,071 treasury shares at a weighted average price of Euro 46.42 each, net of fees, for a total outlay of Euro 328 thousand. As at 30 June 2024, the Company held a total of 73,056 treasury shares corresponding to a value of Euro 4,341 thousand.

This amount is recorded as a reduction of the Company's shareholders' equity in a special unavailable reserve. The purchases were made in accordance with current regulations, in particular with the provisions of Article 132 of Italian Legislative Decree no. 58 of 24 February 1998 and Article 144-bis of the Regulations approved by Consob Resolution 11971 of 14 May 1999 and subsequent amendments and additions, with the operating procedures established by the Regulations of the markets organised and managed by Borsa Italiana S.p.A.

PharmaNutra's subsidiaries do not hold shares in the parent company.

1.12 Financial risk management objectives and policies

The treasury management policy adopted by the Group provides for a periodic monitoring of the financial situation (trends in cash inflows and outflows and balances relating to the main financial items, including current accounts) so as to have a complete picture of the Group's liquid funds.

In the context of financial policy decisions, the Group separately assesses the need for working capital, which responds to a short-term time horizon, compared to investment needs, which respond to medium/long-term requirements.

In the context of short-term management, also thanks to the management of working capital, the Group generates sufficient cash for its financial requirements while, in the context of medium/long-term financial management policies, investments are adequately covered by medium/long-term loans.

1.13 Significant events after the end of the period

On 4 July, the merger by incorporation of the subsidiaries Junia Pharma and Alesco into PharmaNutra was completed on schedule. The accounting and tax effects of the merger will be backdated to 1 January 2024.

This marks the completion, within the planned timeframe, of the PHN group's organisational reorganisation project aimed at pursuing greater management efficiency of the Group, allowing for the development of significant IT, logistics, commercial, corporate and administrative synergies, also with a view to optimising business processes as well as allowing for the containment of the overall costs of the corporate structure. The organisational reorganisation will make it possible to unify and integrate operational processes and achieve greater flexibility and efficiency in the use of resources.

1.14 Business outlook

The solid organic growth that characterised the first half of 2024, in a highly challenging environment, is expected to continue in the second half of the year, enabling the company to achieve its targets for the current year.

In September, two products from the Sideral® line, SiderAL® Forte 30mg (in stick format) and SiderAL® 14mg (in stick format), will be marketed on the German market. This is the first tangible result of the exclusive distribution

contract for Germany entered into in June 2021 with Fresenius Kabi, a global healthcare company with which PharmaNutra has had a strong partnership since 2015 for the distribution of its products in Austria and Hungary. The third quarter will see the launch of orosoluble sucrosomial vitamin D3, for which studies have shown rapid and effective absorption compared to conventional formulations, and the start of distribution of Sideral® line

products on the German market.

The development of the new projects launched in 2023 (Cetilar® Nutrition, Pharmanutra USA and Pharmanutra España) will continue, which will result in a moderate reduction in margins for the current financial year and for the subsequent one as well.

The current international tensions and unpredictable developments in the scenarios linked to the current geopolitical situation generate widespread macroeconomic uncertainty that could affect the achievement of the company objectives.

In this general framework, the PharmaNutra Group will work while maintaining a constant focus on the efficient management of its economic and financial structure to respond flexibly and immediately to the uncertainties of 2024, strengthened by a portfolio of unique products and clear and effective development strategies to continue a solid growth path.

Pisa, 09 September 2024

For the Board of Directors

The Chairman

(Andrea Lacorte)

CONDENSED CONSOLIDATED FIRST HALF FINANCIAL

STATEMENTS AS AT 30 June 2024 PHARMANUTRA GROUP

Consolidated Balance Sheet

€/1,000 NOTES 30/06/2024 31/12/2023
NON CURRENT ASSETS 52,196 53,761
Buildings, plant and equipment 8.1.1 25,393 26,352
Intangible assets 8.1.2 23,245 22,542
Investments 8.1.3 142 4
Non-current financial assets 8.1.4 296 293
Other non-current assets 8.1.5 1,788 3,046
Deferred tax assets 8.1.6 1,332 1,524
CURRENT ASSETS 59,649 58,682
Inventories 8.2.1 7,573 8,166
Cash and cash equivalents 8.2.2 15,535 18,925
Current financial assets 8.2.3 6,271 6,193
Trade receivables 8.2.4 23,795 19,219
Other current assets 8.2.5 5,866 5,066
Tax receivables 8.2.6 609 1,113
TOTAL ASSETS 111,845 112,443
NET EQUITY 8.3.1 54,807 54,409
Share Capital 1,123 1,123
Statutory Reserve 225 225
Treasury shares (4,341) (4,013)
Other reserves 48,774 44,125
IAS 19 Reserve 256 199
Fair value OCI reserve (144) (89)
FTA Reserve 12 12
Currency conversion Reserve 5 (7)
Result of the period 8,897 12,834
Group Equity 54,807 54,409
Third parties equity
NON CURRENT LIABILITIES 28,712 30,388
Non-current financial liabilities 8.4.1 21,171 23,430
Provision for non-current risks and
charges
8.4.2 4,319 4,458
Provision for employees and directors
benefit
8.4.3 3,222 2,500
CURRENT LIABILITIES 28,326 27,646
Current financial liabilities 8.5.1 5,879 4,585
Trade payables 8.5.2 16,097 16,107
Other current liabilities 8.5.3 3,632 3,842
Tax payables 8.5.4 2,718 3,112
TOTAL LIABILITIES & EQUITY 111,845 112,443

Pursuant to CONSOB Resolution no. 15519 of 27 July 2006, the effects of transactions with related parties on the Consolidated Balance Sheet are reported in the specific Consolidated Balance Sheet table included in Note 13.

Consolidated Income Statement

€/1,000 NOTES 2024 2023
TOTAL REVENUES 56,996 50,247
Net revenues 8.6.1 56,073 49,632
Other revenues 8.6.2 923 615
OPERATING EXPENSES 40,797 36,193
Purchases of raw material, cons. and supplies 8.7.1 2,675 3,213
Change in inventories 8.7.2 829 (1,925)
Expense for services 8.7.3 32,745 31,144
Employee expenses 8.7.5 3,928 3,296
Other operating expenses 8.7.6 620 465
EBITDA 16,199 14,054
Amortization, depreciation and write offs 8.8 1,707 854
EBIT 14,492 13,200
FINANCIAL INCOME/(EXPENSES) BALANCE (244) 7
Financial income 8.9.1 566 362
Financial expenses 8.9.2 (810) (355)
PRE TAX RESULT 14,248 13,207
Income taxes 8.10 (5,351) (5,975)
Third parties result
Net result of the Group 8,897 7,232
Net earning per share (Euro) 8.11 0.93 0.75

Statement of comprehensive income

€/1,000 2024 2023
Result for the period 8,897 7,232
Gains (losses) from IAS adoption which will reversed to P&L
Gains (losses) from IAS adoption which will not be reversed to P&L 2 (126)
Comprehensive result of the period 8,899 7,106

Pursuant to CONSOB Resolution no. 15519 of 27 July 2006, the effects of transactions with related parties on the Consolidated Income Statement are reported in the specific Consolidated Income Statement table included in Note 13.

Consolidated statement of changes in Shareholders' Equity

€/1,000 Share
Capital
Treasury
Shares
Legal
reserve
Other
reserves
FTA
Reserve
OCI Fair
value
reserve
IAS 19
Reserve
Currency
conversion
Reserve
Result of
the period
Total
Balance as at
1/1
1,123 (4,013) 225 44,125 12 (89) 199 (7) 12,834 54,409
Other changes (328) - (55) 57 (326)
Dividends paid (8,173) (8,173)
Allocation of
result
12,834 (12,834) -
Result of the
period
8,897 8,897
Exchange
differences
- (12) 12 -
Balance as at
30/06
1,123 (4,341) 225 48,774 12 (144) 256 5 8,897 54,807
€/1,000 Share capital Treasury
Shares
Legal
reserve
Other
reserves
FTA
reserve
OCI Fair
value
reserve
IAS 19
Reserve
Result of
the period
Total
Balance as at
1/1/n-1
1,123 (2,362) 225 36,791 12 (115) 226 15,048 50,948
Other changes - (1,621) - (127) 1 (1,747)
Dividends paid (7,714) (7,714)
Allocation of the
result
15,048 (15,048) -
Result of the
period
7,232 7,232
Exchange
differences
- (7) (7)
Balance as at
30/6/n-1
1,123 (3,983) 225 44,118 12 (242) 227 7,232 48,712

Consolidated Cash Flow – Indirect method

€/1,000 2024 2023
Net result before minority interests 8,897 7,232
NON MONETARY COST/REVENUES
Depreciation and write offs 1,707 854
Allowance to provisions for employee and director benefits 472 410
CHANGES IN OPERATING ASSETS AND LIABILITIES
Change in provision for non-current risk and charges (139) 1,927
Change in provision for employee and director benefit 250 (2,666)
Change in inventories 593 (2,077)
Change in trade receivables (4,757) (3,126)
Change in other current assets (800) (3,378)
Change in tax receivables 504 1,377
Change in other current liabilities (210) (243)
Change in trade payables 1,712 (616)
Change in tax payables (394) 496
CASH FLOW FROM OPERATIONS 7,834 190
Investments in intangible, property, plant and equipment (1,560) (9,761)
Disposal of intangibles, property, plant and equipment 294 211
Net investments in financial assets (138) 0
Change in other assets 1,258 (855)
Change in deferred tax assets 192 274
CASH FLOW FROM INVESTMENTS 46 (10,131)
Other increase/(decrease) in equity 14 (133)
Treasury shares purchases (328) (1,621)
Dividends distribution (8,173) (7,714)
Financial assets increase (1,008) (423)
Financial assets decrease 932 113
Financial liabilities increase 12 12,280
Financial liabilities decrease (2,338) (4,919)
Financial ROU liabilities increase 52 808
Financial ROU liabilities decrease (433) (188)
CASH FLOW FROM FINANCING (11,270) (1,797)
TOTAL CHANGE IN CASH AND CASH EQUIVALENTS (3,390) (11,738)
Cash and cash equivalents at the beginning of the period 18,925 22,051
Cash and cash equivalents at the end of the period 15,535 10,313
CHANGE IN CASH AND CASH EQUIVALENTS (3,390) (11,738)

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF PHARMANUTRA GROUP

1. LAYOUT AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS

These condensed Consolidated First Half Financial Statements as at 30 June 2024 have been prepared in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union. IFRS also include the International Accounting Standards ("IAS") still in force, as well as all the interpretative documents issued by the Interpretation Committee, previously known as the International Financial Reporting Interpretations Committee ("IFRIC") and, before that, the Standing Interpretations Committee ("SIC"). The accounting standards used to prepare these condensed First Half financial statements, prepared in accordance with IAS 34 – Interim Financial Reporting, are the same as those used to prepare the Consolidated financial statements as at 31 December 2023, with the exception of the new standards and interpretations effective from 1 January 2024. The new standards that have led to a change in the Group's accounting policies from the current first half of the year are described in paragraph 5.1.

It should be noted that the condensed consolidated first half financial statements do not include all the information and notes required in the annual financial statements and, as such, should be read in conjunction with the consolidated financial statements as at 31 December 2023.

It should also be noted that the information contained in these condensed first half financial statements is not comparable to that contained in a complete set of financial statements prepared in accordance with IAS 1, with particular reference to the fewer details provided on financial assets and liabilities.

With regard to the performance in the first half of 2024, reference should be made to the Directors' Interim Report on Operations.

The figures in the Income Statement are provided for the six-month period in question and are compared with the figures for the same period of the previous financial year. The figures in the Balance Sheet, relating to the closing date of the first half of the year, are compared with the figures at the end of the last financial year. Therefore, the comments on the items in the Income Statement are made with reference to the same period of the previous year (30 June 2023), while those on the Balance Sheet are made with reference to the previous year (31 December 2023).

The reference date of the condensed consolidated first half financial statements coincides with the closing date of the first half of 2024 of the Parent Company and its subsidiaries.

The following classifications have been used:

  • Balance sheet by current/non-current items;
  • Income statement by nature;
  • Cash flow statement indirect method.

It is believed that these classifications provide information that is better suited to represent the financial position, results of operations and cash flows of the company.

The functional currency of the Parent Company and the presentation currency of the consolidated financial statements is the Euro (EUR). The schedules and tables contained in these explanatory notes are in thousands of Euro (EUR), unless otherwise specified.

These consolidated financial statements have been prepared using the accounting policies and criteria illustrated below.

2. CONSOLIDATION AREA

PharmaNutra S.p.A.(hereinafter also referred to as "PharmaNutra" or the "Parent Company") is a company with registered office in Italy, Via Campodavela 1, Pisa, which holds controlling interests in all the companies (the "Group" or also "PharmaNutra Group") shown in the following table:

Subsidiaries are companies in which PharmaNutra has the power to determine administrative and management decisions. Generally, control exists when the Group holds more than half of the voting rights, or exercises a dominant influence in the corporate and operating decisions.

Associated companies are those in which PharmaNutra exercises significant influence even though it does not have control. This generally occurs when it holds between 20% and 49% of the voting rights.

The consolidation area is unchanged compared to the situation as at 31 December 2023. The companies included are as follows:

COMPANY REGISTERED OFFICE Direct Indirect TOTAL
ownership ownership
Pharmanutra S.p.A. Pisa, Via Campodavela 1 HOLDING
Junia Pharma S.r.l. Pisa, Via Campodavela 1 100% 0% 100%
Alesco S.r.l. Pisa, Via Campodavela 1 100% 0% 100%
Akern S.r.l. Pisa, Via Campodavela 1 100% 0% 100%
Pharmanutra España S.L.U. Barcellona, Gran Via de les
Corts Catalanes 630
100% 0% 100%
Pharmanutra USA Corp. 251, Little Falls Drive ,
Wilmington, county of
New Castle, Delaware
100% 0% 100%

The newly incorporated Athletica Cetilar S.r.l., in which Pharmanutra holds shares representing 70% of the share capital, was not included in the scope of consolidation as it is not yet operating.

3. CONSOLIDATION CRITERIA AND TECHNIQUES

Consolidation is carried out using the line-by-line method, which consists in including all assets and liabilities in their entirety. The main consolidation criteria adopted for the application of this method are as follows:

  • subsidiaries are consolidated from the date on which control is actually transferred to the Group and are no longer consolidated on the date on which control is transferred outside the Group;
  • where necessary, adjustments are made to the financial statements of subsidiaries to align the accounting policies used with those adopted by the Group;
  • the assets and liabilities, charges and income of companies consolidated on a line-by-line basis are fully included in the consolidated financial statements;
  • the book value of investments is netted against the related share in the shareholders' equity of consolidated companies, attributing to balance sheet assets and liabilities the respective current value at the time control was acquired. Any residual difference is recorded under the asset item "Goodwill", if positive or in the income statement, if negative;
  • the balances of receivables and payables, as well as the economic effects of intra-group economic transactions and dividends approved by the consolidated companies have been eliminated in full. The consolidated financial statements do not include any profits or losses not yet made by the Group as a whole as they result from intra-group transactions. The portions of shareholders' equity and the results for the period of minority shareholders are shown separately in the consolidated shareholders' equity and income statement.

4. ACCOUNTING STANDARDS AND VALUATION CRITERIA

In the preparation of the condensed consolidated first half financial statements as at 30 June 2024, the same accounting policies were applied as in the preparation of the consolidated financial statements for the year ended 31 December 2023, to which reference should be made, except as noted in the section "Accounting standards, amendments and interpretations applicable/applied from 1 January 2024".

The condensed consolidated first half financial statements have also been prepared in accordance with the provisions adopted by CONSOB regarding financial statement formats, in application of art. 9 of Italian Legislative Decree 38/2005 and other CONSOB rules and regulations on financial statements.

The financial statements have been prepared on a going concern basis and on the basis of the historical cost principle with the exception of the measurement of certain financial instruments, for which the fair value criterion is applied.

The preparation of the condensed consolidated first half financial statements and the related explanatory notes in accordance with IFRS requires the Directors to make estimates and assumptions that affect the amounts of revenues, costs, assets and liabilities in the First half financial report and the disclosure of contingent assets and liabilities as at 30 June 2024.

If in the future such estimates and assumptions, which are based on the Directors' own best judgement, differ from the actual circumstances, they will be modified as appropriate in the period in which the circumstances change. Estimates and assumptions are reviewed periodically and the effects of any changes are immediately reflected in the Income Statement and Shareholders' Equity.

It should also be noted that certain measurement processes, in particular the more complex ones, such as the determination of any impairment of non-current assets, are generally only carried out in full during the preparation of the annual financial statements, when all the information that may be necessary is available, except in cases where there are impairment indicators that require an immediate assessment of any impairment losses. With reference to the impairment test carried out when preparing the consolidated financial statements for the year ended 31 December 2023, it should be noted that the tests performed did not lead to any impairment losses. On the basis of the outcome of the above test, and of the Group performance in the first half of 2024, the directors believe that there is no evidence to suggest any critical issues regarding the recoverability of the carrying amount of goodwill.

Deferred tax assets have been calculated taking into account the cumulative amount of all the temporary differences, on the basis of the expected rates in force when the temporary differences will reverse. Deferred tax assets have been recognised because there is reasonable certainty that taxable income will not be less than the

amount of the differences to be reversed, in the years in which the deductible temporary differences against which deferred tax assets have been recognised will reverse.

The publication of this First half financial report as at 30 June 2024, subject to a limited audit by BDO Italia S.p.A., was authorised by a resolution of the Board of Directors on 09 September 2024.

5. IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED OR APPLICABLE/APPLIED FROM 01/01/2024

5.1.1 Accounting standards and interpretations endorsed and effective from 1 January 2024

  • Amendment entitled "Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current" and an amendment entitled "Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current – deferral of Effective Date". The amendments clarify the principles that must be applied for the classification of liabilities as current or non-current.
  • Amendment to IAS 12 "Income Taxes: International Tax Reform Pillar Two Model Rules" (issued on 23 May 2023);
  • Amendments to IFRS 16, Lease Liabilities in a Sale and Leaseback (issued on 22 September 2022);

The amendments and changes above had no impact on the financial statements or the disclosure.

5.1.2 International reporting standards and/or interpretations issued but not yet effective and/or not yet endorsed

The following amendments have not been endorsed yet:

  • Amendment to IAS 21 entitled "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability" (published on 15 August 2023):
  • Amendment entitled "Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (published on 25 May 2023);

None of these Standards and Interpretations have been early adopted by the Group. The Group is in the process of assessing the impact of these Standards and Interpretations and based on the current state of analysis, no significant impact is expected.

6. RISK AND UNCERTAINTY MANAGEMENT

The main risks identified, monitored and actively managed by PharmaNutra Group are as follows:

6.1 EXTERNAL RISKS

6.1.1 Risks associated with production entrusted to third party suppliers

The Group is exposed to the risk that production activities entrusted to third party suppliers may not be carried out properly according to the quality standards required by the Group, leading to delays in the supply of products or even the need to replace the third party in charge. In addition, the production facilities of third party suppliers are subject to operational risks such as, for example, interruptions or delays in production due to faulty or failed machinery, malfunctions, breakdowns, delays in the supply of raw materials, natural disasters, or the revocation of permits and authorisations or even regulatory or environmental interventions. The possible occurrence of such circumstances could have negative effects on the Group's business.

6.1.2 Risks associated with the regulatory framework and the situation in the countries in which the Group operates

As a result of its international presence, the Group is exposed to a number of risk factors, particularly in developing countries where the regulatory framework is not permanently defined and clear. This could force the Group to change its business practices, increase costs or expose it to unforeseen civil and criminal liability.

Moreover, the Group cannot be sure that its products can be successfully marketed in these developing markets, given the less stable economic, political or social conditions than in Western European countries and which may result in the possibility of facing political, social, economic and market risks.

With reference to the geopolitical situation of the conflict between Russia and Ukraine, following the sanctions issued by the European Union against Russia, the Group decided not to suspend the supply of products to the Russian distributor in order to protect the investments made in previous years. Part of the margin obtained from sales on the Russian market is donated to local non-profit organisations in support of Ukrainian families. It is not

considered that the possible adoption of even stronger penalties could lead to a decrease in the expected revenues for the year. Regarding Ukraine, a marginal market, there are no open positions as of today and no commercial operations.

6.1.3 Risks associated with the high degree of competitiveness of the reference market

In view of the fact that the market segments in which the Group is active are characterised by a high level of competition in terms of quality, price and brand awareness and by the presence of a large number of operators, the possible difficulty for the Group in facing competition could have a negative impact on its market position, with consequent negative effects on the Group's business.

The production activities of the Group are characterised by technology that cannot be replicated and is protected by patents, and this is considered an important competitive advantage, which - together with proprietary raw materials, the strategy of protecting intellectual property rights (trademarks and patents) and continuous investment in research and development - makes it possible to obtain products with characteristics that cannot be replicated by competitors.

6.2 MARKET RISKS

6.2.1 Risks associated with dependence on certain key products

The Group's ability to generate operating profits and cash flows largely depends on maintaining the profitability of a number of key products; among these, the most significant are those based on Sucrosomial® Iron, consisting of the products of the Sideral line, which represent approximately 70% of the Group's revenues as at 30 June 2024. A contraction in sales of these key products could have negative effects on the Group's business and prospects.

6.2.2 Risks associated with the iron-related therapy market in which the Group operates

The risks to which the Group is exposed are related to any changes in the regulatory framework in relation to the way iron is taken, to the identification of new therapeutic protocols relating to these consumption ways (of which the Group is unable to predict the timing and methods) and/or to the need to reduce the selling prices of products. Currently, the Group's iron products are all classified as food supplements with the exception of one product classified as Food for Special Medical Purposes (FSMP). In the case of iron, as well as many other nutrients,

regulations concern the amount of daily intake beyond which the product cannot be marketed as a food supplement because it would fall into the pharmaceutical category.

A possible regulatory change could have more of an impact on the maximum (or minimum) level of intake which would then lead to a simple formula adjustment.

6.3 FINANCIAL RISKS

6.3.1 Credit risk

Credit risk represents the exposure to potential losses deriving from the non-fulfilment of the obligations undertaken by both commercial and financial counterparties.

The Group's credit risk is essentially attributable to the amount of trade receivables for the sale of finished products and, to a very limited extent, raw materials.

The Group does not have a significant concentration of credit risk and is subject to moderate credit risks.

6.3.2 Liquidity risk

The liquidity risk relates to the Group's ability to meet its commitments arising from its financial liabilities.

To cover the investment relating to the construction of the new headquarters, the Parent Company obtained a medium/long-term loan secured by a mortgage and backed by an annual financial covenant for the amount of Euro 12 million. As at 31/12/2023, the covenant is respected. The loan provides for a variable interest rate calculated with a spread of 1.45% on the quarterly Euribor.

During the period, the Group met its operating financial needs through the use of its own resources without recourse to new credit lines from the banking system. Despite having available short-term bank credit lines, aimed at managing the requirements related to increases in working capital, the management did not deem it necessary to use these instruments during the year thanks to the generation of liquidity from current operations.

In any case, the liquidity risk originating from normal operations is kept at a low level by managing an adequate level of cash and cash equivalents and controlling the availability of funds obtainable through credit lines.

Trade payables and other liabilities are all due within 12 months.

6.3.3 Interest rate risk

The Group's companies have variable-rate loan agreements in place and are thus exposed to the risk of changes in interest rates, which is considered low. Current and non-current variable rate debt as a percentage of total medium/long-term borrowings was 81% as at 30 June 2024 and 31 December 2023.

The Group does not currently adopt policies to hedge interest rate risk. Simulations were carried out in order to assess the advisability of adopting interest rate risk hedging policies. The cost of these hedges was higher than the higher interest that could result from the expected trend in rates.

The Group is also exposed to the risk of changes in interest rates on financial assets held in the portfolio. This risk is considered to be low given the characteristics of the investment portfolio.

Financial assets and liabilities measured at fair value

As required by IFRS 13 - Fair Value Measurement, the following disclosure is provided.

The fair value of trade assets and liabilities and other financial receivables and payables approximates the nominal value recorded in the financial statements.

The fair value of receivables and payables due from and to banks and related companies does not differ from the values recorded in the financial statements, as the credit spread has been kept constant.

In relation to financial instruments recognised in the Balance Sheet at fair value, IFRS 7 requires these values to be classified on the basis of a hierarchy of levels that reflects the significance of the inputs used in determining the fair value. The following levels are distinguished:

Level 1 - quotations recorded on an active market, for assets or liabilities subject to valuation;

Level 2 - inputs other than quoted prices, as referred to in the previous paragraph, that are observable

directly (prices) or indirectly (derived from prices) on the market;

Level 3 - inputs that are not based on observable market data.

With respect to the values as at 30 June 2024 and 31 December 2023, the following table shows the fair value hierarchy for the Group's assets that are measured at fair value:

€/1,000 30/06/2024 31/12/2023
Level Level
1 2 3 Total 1 2 3 Total
Current financial assets:
Bonds 4,426 304 4,730 4,416 386 4,802
Investment Funds 541 541 591 591
Time deposits 1,000 1,000 800 800
Total 4,967 - 1,304 6,271 5,007 - 1,186 6,193

For the bonds that fall within Level 3, the valuation model applied is that of nominal value since the underlying of the issue is a securitisation of reinsured trade receivables.

6.3.4 Risk related to exchange rate fluctuations

The risk related to exchange rate fluctuations is limited since all transactions with foreign countries are made in Euro with the exception of transactions with the subsidiary Pharmanutra USA, which are covered by forward contracts.

6.3.5 Risk of changes in cash flows

The Group has historically highlighted a substantial and constant increase in the cash flows generated by operations compared to the previous year.

There is no particular need for access to bank credit except for investment activities, given, however, the bank's willingness to extend existing credit facilities with the Group's companies when necessary.

In view of the above, for the companies of the Group, the risk associated with a decrease in cash flows is considered to be low.

6.3.6 Risks related to litigation

The Parent Company and the subsidiary Junia Pharma are part of a series of single-brand agency and procurement agreements for the promotion of their products. The activity carried out by agents for the Group also plays an important role in providing scientific information to the medical class. Through the years, there were a number of cases in which agents initiated disputes aimed at ascertaining the existence of an employment relationship and

claiming for compensation. They were all resolved by settlement. For the risks highlighted, specific provisions were set aside to cover the estimated liabilities.

There are uncertainties of interpretation regarding the qualification for direct tax purposes of the indemnity received by the Company in 2019 from the pre-listing shareholders on the basis of the reps and warranties given by them in the admission document section one, chapter 16, paragraph 16.1. The risk cannot be excluded that, if the position taken by PharmaNutra is not considered correct by the Italian Inland Revenue, the latter may ascertain the existence of taxes to be paid in relation to the indemnity amount (up to a maximum of approximately Euro 220 thousand) plus penalties and interest.

7. DISCLOSURE BY OPERATING SEGMENTS

The Group has identified operating segments on the basis of the three business lines that represent the organisational components according to which the business is managed and monitored, i.e., as required by IFRS 8, "... a component whose operating results are periodically reviewed at the entity's highest operational decision-making level for the purposes of making decisions about resources to be allocated to the segment and performance assessment".

The segments identified are Italy (BL1), abroad (BL2) and Akern, which represent the Group's business model.

PROFIT & LOSSES (€/000) 30/06/2024 BL1 BL2 AKERN 30/06/2023 BL1 BL2 AKERN
A) REVENUES 56,996 35,774 18,438 2,775 50,247 33,685 13,843 2,719
Net revenues 56,073 35,094 18,204 2,766 49,632 33,152 13,789 2,691
Other revenues 923 680 234 9 615 533 54 28
B) OPERATING COSTS (40,797) (25,846) (13,153) (1,798) (36,193) (24,588) (9,942) (1,663)
Cost for services, goods and other
operating costs
(33,259) (21,551) (10,760) (948) (29,233) (20,240) (8,099) (894)
Cost for personnel and corporate
bodies
(7,538) (4,295) (2,393) (850) (6,960) (4,348) (1,843) (769)
(A-B) EBITDA 16,199 9,928 5,285 977 14,054 9,097 3,901 1,056
Ebitda margin (on net revenues) 28.9% 28.3% 29.0% 35.3% 28.3% 27.4% 28.3% 39.2%
C) Amortization, depreciation and
write off
(1,707) (854)
(A-B-C) EBIT 14,492 13,200
D) FINANCIAL INCOME (EXPENSES) (244) 7
Financial income 566 362
Financial expenses (810) (355)
PROFIT/(LOSS) BEFORE TAXES 14,248 13,207
Taxes (5,351) (5,975)
NET PROFIT/(LOSS) OF THE PERIOD 8,897 7,232

The performance of the business lines BL1 and BL2 in the first half of 2024 compared to the previous year reflects what has already been reported above in relation to the Group's performance.

The increase in net revenues compared to the same period of the previous year generated an improvement in margins, which were nevertheless affected by the costs incurred for the start-up of new business (about Euro 2.8 million) and higher costs related to marketing activities in support of the Group's brands. The EBITDA of BL1 segment in the first half of 2024 amounted to Euro 9.9 million (Euro 9.1 million in 2023), an increase of approx. 9% compared to 2023, while the EBITDA of BL2 segment increased by approx. 25.5% from Euro 3.9 million in 2023 to Euro 5.3 million as at 30 June 2024.

The slight decrease in revenue and operating margin in the Akern segment can be attributed to the order portfolio acquisition trends.

8. COMMENTS ON THE MAIN ITEMS

8.1 Non-current assets

8.1.1. Property, plant and equipment

Net Book Value Opening
balance
Increases Decreases Depreciation Other
movements
Closing
balance
Land and buildings 19,180 93 -519 18,754
Plant and machinery 2,147 57 -154 123 2,173
Equipment 13 34 -4 43
Furniture and office
machines
1,151 189 2 -129 1,213
Vehicles 873 62 -26 -186 723
Other tangible assets 2 2
Rights of use 2,852 73 -241 -241 2,443
Assets under construction 134 31 -123 42
TOTAL 26,352 539 -265 -1,233 0 25,393
Historical cost Opening
balance
Increases Decreases Other
movements
Closing balance
Land and buildings 20,421 93 0 20,514
Plant and machinery 2,583 57 123 2,763
Equipment 126 34 0 160
Furniture and office machines 2,294 189 0 2,483
Vehicles 1,857 62 -87 0 1,832
Other tangible assets 9 0 9
Rights of use 4,239 73 -1,400 0 2,912
Assets under construction 134 31 -123 42
TOTAL 31,663 539 -1,487 0 30,715
Accumulated depreciation Opening
balance
Depreciation Decreases Other
movements
Closing
balance
Land and buildings 1,241 519 0 1,760
Plant and machinery 436 154 0 590
Equipment 113 4 0 117
Furniture and office machines 1,143 129 -2 0 1,270
Vehicles 984 186 -61 0 1,109
Other tangible assets 7 0 7
Rights of use 1,387 241 -1,159 0 469
TOTAL 5,311 1,233 -1,222 0 5,322

The amount of increases for the period mainly relates to investments made for the completion of the group's new

headquarters.

8.1.2 Intangible assets

The following table shows historical costs net of previous amortisation and depreciation, movements during the period and final balances for each item.

Opening
balance
Increases Decreases Amortization Other
movements
Closing
balance
R&D expenses 81 103 -29 85 240
Patents 2,114 285 -185 55 2,269
Trademarks, concessions and
licenses
1,521 43 -13 -70 1 1,482
Goodwill 17,561 0 0 17,561
Other intangible assets 106 -16 -9 0 81
Intangibles in progress and
advances
1,159 590 -137 1,612
TOTAL 22,542 1,021 -29 -293 4 23,245

The increases in intangible fixed assets refer to the capitalisation of research and development costs in the amount

of Euro 103 thousand, and to the patent and trademark management activities for Euro 197 thousand.

The increase in fixed assets under construction refers to costs capitalised on research contracts in progress and software being implemented.

With reference to Goodwill as at 30 June 2024, there were no indicators of impairment that required updating the impairment test performed as at 31 December 2023.

8.1.3 Investments

30/06/2024 31/12/2023 Change
Investments in subsidiaries 138 0 138
Investments in other companies 4 4 0
Investments 142 4 138

The increase in the item Equity investments in subsidiary companies derives from the subscription of 70% of the shares representing the share capital of Athletica Cetilar S.r.l., already mentioned, and the disbursement of a shareholders' loan to the same in the amount of Euro 75 thousand.

8.1.4 Non-current financial assets

30/06/2024 31/12/2023 Change
Deposits and advances 296 293 3
Non-current financial assets 296 293 3

The item includes security deposits, amounting to Euro 123 thousand, which refer to Euro 105 thousand for sums paid at the signing of leasing contracts entered into with the related company Solida S.r.l.; they also include advance payments made by PharmaNutra to Solida S.r.l. amounting to Euro 85 thousand.

8.1.5 Other non-current assets

30/06/2024 31/12/2023 Change
Insurance for Directors severance 437 437
Tax receivables purchased 1,126 2,091 -965
L/T tax assets from Industry 4.0 225 955 -730
Other non-current assets 1,788 3,046 -1,258

The increase in the item Insurance for Directors' termination indemnity is due to the insurance policy taken out to cover the Directors' termination indemnity for the end of term of office of the Executive Directors.

The change in Purchased tax receivables and Industry 4.0 tax receivables results from the reclassification of the portion due within the year.

8.1.6 Deferred tax assets

Opening
Balance
Increase Decrease Ending
balance
All. to prov. for legal disputes risks 146 146
All. to provision for inv. write off 105 66 -47 124
All. to prov. for doubtful accounts 374 14 388
Directors' compensation 654 327 -396 585
Accrual to prov. for leaving indem. 51 3 -2 52
Acc. to prov. for termination of agency
cont.
-126 -72 -198
Consolidation entries 451 9 -78 382
Goodwill amortization -130 -17 -147
TOTAL 1,525 419 -612 1,332

Deferred tax assets have been calculated taking into account the cumulative amount of all the temporary differences, on the basis of the expected rates in force when the temporary differences will reverse. Deferred tax assets have been recognised because there is reasonable certainty that taxable income will not be less than the amount of the differences to be reversed, in the years in which the deductible temporary differences against which deferred tax assets have been recognised will reverse.

The deferred tax assets relating to the application to the Provision for Termination Indemnity, the Provision for Supplementary Agents Indemnity and the Provision for Bad Debts as a result of the IAS/IFRS valuation of these items, were the result of all adjustments made from the FTA up to the closing of the financial statements under review.

Deferred tax assets relating to the remuneration of corporate bodies relate to the deferred deductibility of the variable remuneration for the first half of 2024.

8.2 Current assets

8.2.1 Inventories

30/06/2024 31/12/2023 Change
Raw mat., aux. and cons. 1,072 816 256
Works in progress and semi fin. prod. 327 238 89
Finished prod.and goods 6,488 7,481 -993
Provision for inventories w/o -314 -369 55
Inventories 7,573 8,166 -593

The decrease in inventories of finished goods and merchandise is attributable to higher sales volumes in the period.

The value of finished product inventories is net of the sum of Euro 314 thousand (Euro 369 thousand as at 31/12/2023) set aside as a write-down of finished product inventory.

8.2.2 Cash and cash equivalents

30/06/2024 31/12/2023 Change
Bank and postal accounts 15,529 18,885 -3,356
Cash and cheques 6 40 -34
Total cash and cash equivalents 15,535 18,925 -3,390

The balance represents the liquid funds and the existence of cash and securities at the end of the period. For the evolution of cash and cash equivalents, reference should be made to the cash flow statement for the year and to what is indicated in the Management Report.

8.2.3 Current financial assets

30/06/2024 31/12/2023 Change
Mutual funds 541 591 -50
Bonds 4,730 4,802 -72
Time deposits 1,000 800 200
Total current financial assets 6,271 6,193 78

This item represents a temporary investment of part of the company's liquidity made through an individual asset management mandate granted to Azimut Capital Management S.g.r. In accordance with this mandate, bonds and units in investment funds of adequately rated issuers have been subscribed. As at 30/06/2024, a comparison with the market value of the bonds held shows a net capital loss of Euro 55 thousand which was recorded in a shareholders' equity reserve, based on the valuation criteria adopted by the Group in accordance with IFRS9.

Considering the liquid funds available and the regular continuation of activities as stated above, the Group does not foresee the need to resort to the early disposal of the financial instruments in question.

8.2.4 Trade receivables

30/06/2024 31/12/2023 Change
Trade receivables- domestic market 17,601 9,778 7,823
Trade receivables RoW 4,433 5,299 -866
Other trade receivables 3,472 5,886 -2,414
Invoices/(Credit Notes) to be issued 61 -16 77
Provision for doubtful accounts -1,772 -1,728 -44
Total trade receivables 23,795 19,219 4,576

The amounts shown in the financial statements are net of provisions made in the Provision for doubtful accounts, estimated by the Group's management on the basis of the seniority of the receivables, the assessment of their collectability and also taking into account historical experience and forecasts of future bad debts also for the part of receivables that is collectable at the reporting date. For an update on the ongoing litigation involving contractual indemnities, refer to note 12.

The breakdown of trade receivables by geographical area is shown below:

€/1,000 30/06/2024 31/12/2023 Change
Italy 18,902 12,866 6,036
Asia 2,685 2,599 87
Europe 1,461 2,451 (990)
Africa 0 0 0
America 748 1,304 (556)
Total trade receivables 23,795 19,219 4,576

Changes in the Provision for doubtful accounts during the first half of 2023 were as follows:

PROVISION FRO
PROVISION FOR
DOUBT. ACC.
Opening Balance (1,728)
Accruals (181)
Disposals
Ending Balance (1,772)

8.2.5 Other current assets

A breakdown of "Other current assets" is provided in the table below:

30/06/2024 31/12/2023 Change
Rec. from shareholders for 341 793 -452
indemnification
Receivables from employees 63 63 0
Advances to suppliers 1,695 1,630 65
Purchased tax receivables 1,360 1,523 -163
Prepayments and accr. income 2,407 1,057 1,350
Total other current assets 5,866 5,066 800

The item Receivables from shareholders for indemnification refers to the residual amount of the reimbursement due to the Parent Company by the pre-existing shareholders as at the date of listing on the AIM market (July 2017) for taxes, penalties and interest paid in March for the settlement of 2016 tax period based on the declarations and guarantees issued by them in the admission document Section 1, Chapter 16, paragraph 16.1.

Purchased tax receivables refers to the amount of purchased tax receivables that are expected to be used within 12 months.

The item "Advances" includes receivables from agents for advances of Euro 288 thousand (Euro 292 thousand as at 31/12/2023), relating to sums advanced by Group companies when signing agency contracts, and advances to suppliers of Euro 1,407 thousand (Euro 1,338 thousand as at 31/12/2023).

The advances paid to agents shall be returned on termination of the relationship with each agent.

The change in the item "Prepayments and accrued income" is due to the recognition of deferred costs relating to marketing costs pertaining to one year, but which will have a financial impact during the first half of the year.

8.2.6 Tax receivables

"Tax receivables" can be broken down as follows:

30/06/2024 31/12/2023 Change
VAT receivables 207 381 -174
R&D tax receivables 345 526 -181
Patent Box tax receivables 167 -167
Other tax receivables 57 39 18
Tax receivables 609 1,113 -504

8.3 Shareholders' Equity

8.3.1 Shareholders' equity

The changes in the Group's shareholders' equity items are shown below:

€/1,000 Share
Capital
Treasury
Shares
Legal
reserve
Other
reserves
FTA
Reserve
OCI Fair
value
reserve
IAS 19
Reserve
Currency
conversion
Reserve
Result of
the period
Total
Balance as at
1/1
1,123 (4,013) 225 44,125 12 (89) 199 (7) 12,834 54,409
Other
changes
(328) - (55) 57 (326)
Dividends
paid
(8,173) (8,173)
Allocation of
result
12,834 (12,834) -
Result of the
period
8,897 8,897
Exchange
differences
- (12) 12 -
Balance as at
30/06
1,123 (4,341) 225 48,774 12 (144) 256 5 8,897 54,807

The Share capital, fully subscribed and paid up, amounts to Euro 1,123 thousand and consists of 9,680,977 ordinary shares, with no par value, of the Parent Company.

7,071 treasury shares were purchased during the half year as part of the share buyback program approved by the Ordinary Shareholders' Meeting on 14 April 2024. As at 30 June 2024, PharmaNutra holds 73,056 treasury shares equal to 0.75% of the share capital.

On 14 April 2024 the Shareholders' Meeting held by the Parent Company's shareholders resolved the distribution of Euro 0.85 dividend per share, corresponding to a payout ratio of approximately 64% of the 2023 consolidated net result, for a total amount of Euro 8,173 thousand.

8.4 Non-current liabilities

8.4.1 Non-current financial liabilities

30/06/2024 31/12/2023 Change
BPER Loan 2,757 3,256 -499
Intesa loan 69 171 -102
Credem loan 2,545 3,137 -592
BPM loan 3,435 3,919 -484
BPM guaranteed loan 11,400 11,705 -305
Non-current fin. liab. for rights of use 965 1,242 -277
Non-current financial liabilities 21,171 23,430 -2,259

Bank loans and borrowings consist of the portion of loans payable by the Group's companies due beyond 12 months.

Non-current payables for rights of use represent the discounted amount due beyond one year of the rental and lease contracts in force as at 30/06/2024 in accordance with IFRS 16.

In accordance with the requirements of the CONSOB communication of 28 July 2006 and in compliance with ESMA update with reference to the "Recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses", we report that the Group's Net Financial Position as at 30 June 2024 is as follows:

30/06/2024 31/12/2023
A Cash (15,535) (18,925)
B Cash equivalents
C Other current financial assets (6,271) (6,193)
D Cash and cash equivalents (A+B+C) (21,806) (25,118)
1) E Current financial debt (including debt instruments, but
excluding the current portion of non-current financial debt)
1,937 997
F Current portion of non-current financial debt 3,942 3,588
G Current financial debt (E+F) 5,879 4,585
of which secured 600 295
of which unsecured 5,279 4,290
H Net current financial debt (G-D) (15,927) (20,533)
2) I Non-current financial debt (excluding the current portion
and debt instruments)
21,171 23,430
J Debt instruments
K Trade and other non-current debts
L Non-current financial debt (I+J+K) 21,171 23,430
of which secured 11,400 11,705
of which unsecured 9,771 11,725
M Net financial debt (H+L) com. CONSOB comm. (4/3/21
ESMA32-382-1138)
5,244 2,897
3) N Other current and non-current financial assets (733) (293)
O Net financial debt (M-N) 4,511 2,604
  • 1) It includes the following items of the financial statements: Current financial liabilities (Bank overdrafts for temporary use Euro 1,671 thousand and Financial payables for rights of use Euro 266 thousand).
  • 2) It includes the following items of the financial statements: Non-current financial liabilities (M/L-term loans Euro 20,206 thousand, Financial payables for non-current rights of use Euro 965 thousand);
  • 3) It includes the following items of the financial statements: Non-current financial assets (Deposits paid Euro 296 thousand) and Other non-current assets (Insurance for Directors' termination indemnity Euro 437 thousand).

8.4.2 Provisions for non-current risks and charges

30/06/2024 31/12/2023 Change
Provision for tax liabilities 0
Provision for indem. for term. of agency 811 950 -139
contracts
Provision for sundry risks and legal
disputes 508 508 0
Provision for contractual obligations 3,000 3,000 0
Provision for risks and charges 4,319 4,458 -139

Provisions for risks and charges include:

Provision for indemnity for termination of agency contracts, set up under article 1751 of the Italian Civil Code and the current collective economic agreement of 30 July 2014, which provide that, upon termination of the agency relationship, the agent is entitled to an indemnity for employment termination. The indemnity for termination of agency contracts is calculated by applying to the fees and other considerations accrued by the agent during the course of the employment relationship, a rate that can vary from 3 to 4%, depending on the duration of the agency contract. The resulting amount was measured in accordance with IAS/IFRS International Accounting Standards (IAS 37).

Provision for risks to cover the risk of ongoing legal disputes refers to the only open dispute as at 30 June 2024. This litigation was settled in July 2024 with a charge in line with the provision.

Provision for contractual commitments: this represents the maximum amount of debt related to the earn-out contractually foreseen for Akern's sellers recognised at the outcome of the audits performed.

8.4.3 Provisions for employee and director benefits

30/06/2024 31/12/2023 Change
Provision for leaving indemnity 1,210 1,205 5
Provision for Directors' severance
indemnity
842 515 327
Provision for L/T directors compensation 1,170 780 390
Provision for employee and directors
benefit
3,222 2,500 722

The amounts set aside for the Directors' termination indemnity provision and for the medium/long-term variable remuneration provision were based on the resolutions of the Ordinary Shareholders' Meeting held on 26 April 2023 and correspond to the Company's actual commitment to the Directors at the reporting date.

The directors' remuneration policy meets the requirements of the Corporate Governance Code issued by Borsa Italiana (the "Code"), which are summarised below:

• fixed and variable component adequately balanced according to the strategic objectives;

• provision of maximum limits for variable components;

• adequacy of the fixed component to compensate directors' performance if the variable component is not achieved due to failure to meet targets;

• objectives whose achievement is linked to the payment of variable components that are predetermined, measurable and linked to the creation of value for shareholders;

• deferred payment of a significant portion of the variable component in an appropriate timeframe with respect to the vesting period.

Based on the foregoing and on the expected achievement of the targets envisaged for disbursement, the medium/long-term variable remuneration due to Executive Directors accrued in the half-year amounted to Euro 390 thousand.

The provision for severance indemnity set aside by the companies included in the consolidated financial statements.

The liability for the provision for employee severance indemnity has been calculated in compliance with the current provisions governing the employment relationship for employees and corresponds to the actual commitment of the companies towards individual employees at the reporting date. The amount set aside refers to employees who, following the entry into force of the new supplementary pension system, have expressly allocated their severance indemnity accruing from 1 January 2007 to the company. The amount relating to the provision for employee severance indemnity is therefore net of the amounts paid out during the year and allocated to pension funds. The resulting amount was measured in accordance with IAS/IFRS (IAS 19).

8.5 Current liabilities

8.5.1 Current financial liabilities

30/06/2024 31/12/2023 Change
S/T part of long term loans 3,942 3,588 354
S/T financial debts 1,671 627 1,044
Current fin. liab. for rights of use 266 370 -104
S/T Financial liabilities 5,879 4,585 1,294

The item "S/T part of long term loans" represents the portion of debt relating to loans and instalments of loans to be repaid within the next financial year. The increase in payables to banks for overdrafts derives from temporary items.

8.5.2 Trade payables

Trade payables are broken down in the table below:

Change
30/06/2024 31/12/2023 Change
Trade payables domestic suppliers 9,500 12,543 -3,043
Trade payables RoW suppliers 2,157 1,114 1,043
Advances 4,440 2,450 1,990
Total trade payables 16,097 16,107 -10

The increase in the item Advances refers to orders from foreign customers in the portfolio as at 30/06/2024.

30/06/2024
€/1,000 30/06/2024 31/12/2023 Change
Italy 9,500 12,543 (3,043)
Asia 1,304 629 676
Europe 2,522 590 1,932
America 1,228 864 365
Other 1,541 1,481 60
Total trade payables 16,097 16,107 (10)

The following table shows the breakdown of trade payables by geographical area:

8.5.3 Other current liabilities

A breakdown of "Other current liabilities" is provided in the table below:

30/06/2024 31/12/2023 Change
Payables for wages and salaries 1,472 887 585
Payables to social security institutions 502 356 146
Payables to directors and statutory
auditors
1,108 1,776 -668
Other payables 96 336 -240
Provision for agents indemnity 127 160 -33
Guarantee withholdings 220 220 0
Security deposits from customers 107 107 0
Total other current liabilities 3,632 3,842 -210

The decrease in Payables to directors and auditors is due to the payment of the amount of short-term variable remuneration accrued by Executive Directors and set aside as at 31 December 2023.

8.5.4 Tax payables

30/06/2024 31/12/2023 Change
Income taxes 1,660 2,178 -518
Payables for withholdings 556 884 -328
VAT payables 502 50 452
Total tax payables 2,718 3,112 -394

8.6 Revenues

8.6.1 Net revenues

2024 2023 Variation
Direct sales revenues 35,102 33,152 1,950
Indirect sales 18,204 13,789 4,415
Medical instruments revenues 2,767 2,691 76
Total Net Revenues 56,073 49,632 6,441

The table below provides a breakdown of net revenues by business segment and geographical market:

€/1,000 2024 2023 Variation Δ% Incidence
2024
Incidence
2023
Italy 34,448 32,419 2,029
Total F.P. Italy 34,448 32,419 2,029 6.3% 61.4% 65.3%
Europe 10,114 7,655 2,459 32.1%
Middle East 3,304 4,316 (1,012) -23.5%
South America 1,154 1,061 93 8.8%
Far East 993 253 740 292.4%
Other 1,695 - 1,695 n.s.
Total F.P. Rest of World 17,261 13,286 3,975 29.9% 30.8% 26.8%
Raw materials Italy 657 734 (76) -10.4% 1.2% 1.5%
Raw materials Rest of
World
940 503 436 86.7% 1.7% 1.0%
Total Raw Materials 1,597 1,237 360 29.1% 2.9% 2.5%
Medical instruments Italy 2,410 2,323 87 3.7% 4.3% 4.7%
Medical instruments Rest of
World
357 367 (10) -2.6% 0.6% 0.7%
Total Medical instruments 2,767 2,690 77 2.9% 4.9% 5.4%
Total Net revenues 56,073 49,632 6,441 13.0% 100% 100%

As described above, the Group's activities are divided into three business lines, sale of finished products (PharmaNutra and Junia Pharma), sale of raw materials and semi-finished products (Alesco), and sale of machinery and instruments for measuring body bioimpedance (Akern):

Direct business line: it is characterised by the direct control of the distribution channels in the reference markets and the relevant marketing activities by the companies of PharmaNutra Group.

As at 30 June 2024, the direct business line accounted for 62.6% (about 66.8% in 2023) of net revenues.

The distribution channels for the companies PharmaNutra and Junia Pharma can be broken down into:

  • Direct, deriving from the activity carried out by the network of sales agents who are entrusted with the marketing of products throughout the national territory.
  • Wholesalers, who directly supply the pharmacies and parapharmacies with the products.

The activity carried out by pharmaceutical sales representatives directly addressing the medical class in order to make known the clinical efficacy and uniqueness of the products is paramount for both distribution channels.

  • Tenders for supply contracts with public facilities.

Alesco's commercial activity in Italy outside the Group is aimed at companies in the food, pharmaceutical and nutraceutical industries as well as at nutraceutical production plants that produce on behalf of third parties.

Indirect business line: the business model is mainly used in foreign markets. It is characterised by the marketing of finished products (PharmaNutra and Junia Pharma) and raw materials (Alesco) through local partners who, under long-term distribution contracts, distribute and sell the products in their own markets.

In the first half of 2023, the Indirect business line accounted for 32.5% of the turnover (about 27.8% in the previous year).

Akern business line: the business model involves the sale of instrumentation and software for body bioimpedance analysis in Italy and foreign markets through agents, distributors and online sales.

8.6.2 Other revenues and income

2024 2023 Variation
Tax receivables 96 -96
Contractual Indemnities 63 37 26
Reimbursement and expenses recover 35 25 10
Contingent assets 387 149 238
Other revenues 438 308 130
Total other revenues 923 615 308

8.7 Operating costs

8.7.1 Purchases of raw materials, consumables and supplies

Purchases are broken down in the following table:

2024 2023 Variation
Raw and semifinished materials 1,425 1,939 -514
Consumables 368 287 81
Finished products 882 987 -105
Total raw materials, semif., consumables and
finished prod.
2,675 3,213 -539

The increase in the purchase costs of raw materials, supplies and consumables is related to the higher business volumes compared to the previous half-year.

8.7.2 Change in inventories

2024 2023 Variation
Change in raw mat. inventories -671 -35 -636
Change in semifin. prod. inventories -89 -79 -10
Change in F.P. inventories 1,420 -1,905 3,325
Inventories write off accrual 169 94 75
Change in inventories 829 -1,925 2,754

The change in inventories of raw materials as at 30/06/24 results from production planning in accordance with implemented company strategies. The decrease in inventories of finished goods is attributable to higher revenue in the period.

8.7.3 Costs for services

2024 2023 Variation
Marketing 8,276 7,246 1,030
Production and logistic 9,341 9,546 -205
Other general expenses 3,607 3,336 271
R&D 638 456 182
Information technology 308 232 76
Commercial and sales network 5,705 5,599 106
Corporate bodies 4,673 4,613 60
Rent and leases 64 41 23
Financial services 133 75 58
Total services expenses 32,745 31,144 1,601

The change in the item Costs for services is mainly due to higher Marketing costs as a result of initiatives undertaken to support the group's brands. The increase in the item General expenses is attributable to costs related to the management of the new headquarters and higher travel expenses. The increase in the item Corporate bodies occurred as a result of the higher remuneration approved by the Shareholders' Meeting on 26 April 2023.

8.7.4 Personnel costs

The breakdown of personnel costs is shown in the table below:

2024 2023 Variation
Wages and salaries 2,949 2,454 495
Social contributions 824 735 89
Leaving Indemnity accrual 144 96 48
Other personnel expenses 11 11 0
Total Personnel cost 3,928 3,296 632

The item includes all expenses for employees, including accrued holidays and additional months' pay as well as related social security charges, in addition to the provision for severance indemnity and other contractual costs. The increase compared to the previous year is due to the hiring of new employees.

As at 30/06/2024 Group employees are 112 (101 as at 30 June 2023).

The breakdown of the average number of employees by category is shown in the following table:

Units 2024 2023 Variation
Managers 3 3 0
White
collars
96 77 19
Blue
collars
8 4 4
Total 107 84 23

8.7.5 Other operating costs

2024 2023 Variation
Capital losses 22 17 5
Sundry tax charges 53 65 -12
Losses on receivables 5 5
Membership fees 13 22 -9
Charitable donations 47 101 -54
Other expenses 480 260 220
Total other operating expenses 620 465 155

8.8 AMORTISATION, DEPRECIATION AND PROVISIONS

2024 2023 Variation
Amortization of intangible assets 286 198 88
Tangible assets depreciation 1,240 537 703
Accrual to doubtful accounts prov. 126 109 17
Non ded. accrual for doubtful acc. 55 10 45
Total amort., depr. and accruals 1,707 854 853

The increase in depreciation of tangible assets is related to the depreciation of investments made for the construction of the new headquarters.

8.9 FINANCIAL INCOME/(EXPENSES) BALANCE

8.9.1 Financial income

2024 2023 Variation
Interest income 284 171 113
Interest income from customers 3 3
Dividends 2 0 2
Exchange gains 4 16 -12
Other financial income 273 175 98
Total financial income 566 362 204

8.9.2 Financial expenses

2024 2023 Variation
Other financial expenses -216 -50 -166
Interest expenses -564 -300 -264
Exchange losses -30 -5 -25
Total financial expenses -810 -355 -455

8.10 INCOME TAXES

2024 2023 Variation
Current taxes 4,898 3,603 1,295
Deferred taxes 192 322 -130
Other taxes -17 -17
Previous years taxes 278 278
Accrual to provision for tax 2,050 -2,050
Total income taxes 5,351 5,975 -624

Taxes are recognised on an accruals basis and have been determined in accordance with current rates and regulations.

8.11 EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the Group's results of operations by the weighted average number of shares outstanding during the period.

The calculation of basic earnings per share is shown in the following table:

EURO 2024 2023
Group's Net result 8,899,168 7,231,855
N. of outstanding shares 9,608,377 9,664,080
Net Earning per share 0.93 0.75

9. OTHER INFORMATION

In accordance with the law, the total compensation due to the Directors, the members of the Board of Statutory Auditors and the independent auditors, if any, is shown below:

Directors: Euro 4,244 thousand

Board of Statutory Auditors: Euro 34 thousand

Independent auditors: Euro 25 thousand

10. EVENTS AFTER THE CLOSE OF 30 June 2024

With regard to events after the close of 30 June 2024, please refer to the Directors' Report on Operations.

11. COMMITMENTS

The Parent Company has issued the following guarantees in favour of its subsidiaries:

To Alesco, a guarantee for credit limit subject to collection for Euro 400,000;

To Alesco, a guarantee for credit facility on current account for Euro 52,000.

The purchase agreement for the shares of Akern S.r.l. provides for the payment of an incentive and deferred earnout to the sellers up to a maximum of Euro 3 million, subject to the achievement of Akern's incremental EBITDA and industrial margin targets in 2022, 2023 and 2024.

Land and buildings are encumbered by a first mortgage of Euro 18 million in favour of Banco BPM S.p.A. to guarantee the loan granted in 2023.

12. CONTINGENT LIABILITIES AND MAIN OUTSTANDING DISPUTES

The Group does not have any significant contingent liabilities of which information has not already been provided in this report and which are not covered by adequate provisions.

With regard to the pending litigation concerning an indemnity contractually due to the subsidiary Junia Pharma following the termination of the contract by the supplier, on 10 June 2024, the accounting report was filed by the expert appointed at the hearing of 7 March.

The lawsuit, as filed by the opposing party, is based on two requests, the second of which is put forward as a subordinate claim or in the event that the main one is not accepted. The counterparty's main request is to ascertain the invalidity or nullity of the clause of the contract stipulated between the supplier and Junia Pharma S.r.l. according to the counterparty's assumption, the aforementioned clause would have been vexatious and therefore not stipulated according to legal criteria. The subordinate request relates to the allegedly excessive amount of the "penalty" referred to in the above clause.

The fact that Junia Pharma S.r.l. lost the case is to be considered remote.

13. TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties are identified according to the extended definition provided by IAS 24, i.e. including relations with administrative and control bodies as well as with senior managers.

The financial and economic impact of transactions with related parties in the period is shown in the tables below:

Related party Balance sheet (€/1000) Investments Non-current
financial assets
Other current
assets
Other current
liabilities
Trade payables
Members of Pharmanutra S.p.A. BoD 920 2.011 162
Members of subsidiaries BoD 41
Board of Statutory Auditors 21
Supervisory Board compensation 0 16
Senior management compensation 104 193
Solida S.r.l. 258
Calabughi S.r.l. 79
Studio Bucarelli, Lacorte, Cognetti 3
Other related parties 146
TOTAL 146 258 1.065 2.205 282

Related party Income Statement Financial
Costs for services
expenses
Amort. Rights of
(€/1000) Personnel costs use
Members of Pharmanutra S.p.A. BoD 3.671 59
Members of subsidiaries BoD 572
Board of Statutory Auditors 34
Supervisory Board compensation 28
Senior management compensation 260
Solida S.r.l. 0 0 86
Calabughi S.r.l. 560
Studio Bucarelli, Lacorte, Cognetti 60
TOTAL 4.926 0 319 86

On 29 June 2021, PharmaNutra's Board of Directors approved the new procedure for related party transactions, in compliance with the provisions of Consob Resolution no. 21624 of 10 December 2020, the "New RPT Procedure". This procedure, which is effective as of 1 July 2021, is available on the website www.pharmanutra.it, in the "Governance" section. It should also be noted that the company, as (i) a smaller company, as well as (ii) a newly listed company pursuant to art. 3 of the RPT Regulations, will apply to the related party transactions governed by the New RPT Procedure, including those of greater importance (as identified pursuant to Annex 3 of the RPT Regulations), a procedure which takes into account the principles and rules set out in art. 7 of the RPT Regulations, as an exception to art. 8 of the RPT Regulations.

The members of the Board of Directors of the Parent Company receive a compensation consisting of a fixed part, and for executive directors only, also a variable part and a part by way of severance indemnity. The variable component paid to Executive Directors is divided between a short-term component and a medium/long-term component based on the recommendations contained in the Corporate Governance Code defined by the Corporate Governance Committee.

The remuneration of senior management consists of a fixed component and a variable incentive calculated on the basis of sales volumes and parameters relating to the financial statements.

The Parent Company, Junia and Alesco had established their registered office and operational headquarters in buildings owned by Solida S.r.l., which is owned by some of the shareholders of the Parent Company. Following the move to the new premises, the lease agreements were terminated on 30 April 2024. The Group companies paid rent and paid Solida S.r.l. amounts as security deposits and advances.

The Parent Company has outsourced part of its communication and marketing activities, by strategic choice. These activities are entrusted to Calabughi S.r.l., a company in which the wife of the Vice President, Roberto Lacorte, holds 47% of the capital and is the Chairwoman of the Board of Directors. The contract between PharmaNutra and Calabughi S.r.l. has annual duration with tacit renewal unless terminated by one of the parties three months prior to the expiry of the contract and consists in the provision of communication services. These services include the management of the Company websites and media channels, the design, development and implementation of advertising campaigns to support the products and corporate image, the graphic design of product packaging, promotional material and scientific information documents, as well as the organisation and management of corporate conventions. Moreover, the Parent Company entered into a contract with the same firm, Calabughi, for the sponsorship as "Title Sponsor" of the 151 Miglia regatta and a contract for the management of all the communication, event planning, merchandising activities related to the participation of Cetilar Racing - the team sponsored by the Parent Company - in the endurance world championship races in Europe and the United States.

The Parent Company, Junia and Alesco have entered into consulting agreements with Studio Bucarelli, Lacorte, Cognetti. The contracts, which are valid for one year and renewable from year to year by tacit consent, cover general tax advice, the drafting and sending of tax returns, general advice on labour law and the processing of monthly pay slips.

In accordance with Consob Resolution no. 15519 of 27 July 2006 and Consob Communication DEM/6064293 of 28 July 2006, the consolidated balance sheet and the consolidated income statement, showing transactions with related parties separately, are provided below.

30/06/2024 of which with
related parties
31/12/2023 of which with
related parties
NON CURRENT ASSETS 52,196 404 53,761 512
Buildings, plant and machinery 25,393 26,352 294
Intangible assets 23,245 22,542
Investments 142 146 4 0
Non-current financial assets 296 258 293 218
other non-current assets 1,788 3,046
Deferred taxes 1,332 1,524
CURRENT ASSETS 59,649 0 58,682 0
Inventories 7,573 8,166
Trade receivables 23,795 19,219 0
Other current assets 5,866 5,066
Tax receivables 609 1,113
Current financial assets 6,271 6,193
Cash and cash equivalents 15,535 18,925
TOTAL ASSETS 111,845 404 112,443 512
NET EQUITY 54,807 54,409
Share capital 1,123 1,123
Treasury shares (4,341) (4,013)
Legal reserve 225 225
Other reserves 48,774 44,125
Reserve IAS 19 256 199
Reserve Fair Value OCI (144) (89)
Reserve FTA 12 12
Net result 8,897 12,834
GROUP SHAREHOLDERS EQUITY 54,807 54,409

Third parties equity

NON CURRENT LIABILITIES 28,712 2,205 30,388 1,672
Non-current financial liabilities 21,171 23,430 193
Provisions for risks and non-current 4,319 4,458
expenses
Provision for employee and directors benefit 3,222 2,205 2,500 1,479
CURRENT LIABILITIES 28,326 1,347 27,646 2,133
Current financial liabilities 5,879 6,329 104
Trade payables 16,097 282 14,363 267
Other current liabilities 3,632 1,065 3,842 1,762
Tax payables 2,718 3,112
TOTAL LIABILITIES & EQUITY 111,845 3,552 112,443 3,805

30/06/2024 of which with
related parties
30/06/2023 of which with
related parties
TOTAL REVENUES 56,996 0 50,247 0
Net Revenues 56,073 49,632
Other revenues 923 615
OPERATING EXPENSES 40,797 5,244 36,193 5,438
Purchases of raw, aux. materials and cons. 2,675 3,213
Change in Inventories 829 (1,925)
Services expenses 32,745 4,925 31,144 5,062
Employee expenses 3,928 319 3,296 376
Other operating expenses 620 465
EBITDA 16,199 (5,244) 14,054 (5,438)
Amortization, Depreciation and Write off 1,707 86 854 88
EBIT 14,492 (5,330) 13,200 (5,526)
NET FINANCIAL INCOME/(EXPENSES) (244) 0 7 (2)
Financial income 566 362
Financial expenses (810) (355) (2)
PRE TAX RESULT 14,248 (5,330) 13,207 (5,528)
Income Taxes (5,351) (5,975)
Net result of third parties
Group's result 8,897 (5,330) 7,232 (5,528)
Net earning per share (Euro) 0.92 0.75

Pisa, 09 September 2024

For the Board of Directors

The Chairman

(Andrea Lacorte)

CERTIFICATION OF THE CONDENSED FIRST HALF FINANCIAL STATEMENTS PURSUANT TO ART. 154-

BIS, PARAGRAPH 5, OF ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998

  1. The undersigned Roberto Lacorte, Managing Director, and Francesco Sarti, Manager responsible for the preparation of PharmaNutra S.p.A.'s financial reports, taking into account the provisions of article 154-bis, paragraphs 3 and 4, of Italian Legislative Decree No. 58 of 24 February 1998, certify:

a) the adequacy in relation to the characteristics of the undertaking; and

b) the effective application of administrative and accounting procedures for the preparation of the consolidated financial statements during the period from January to June 2024.

  1. It is also certified that:

the condensed first half financial statements as at 30 June 2024:

  • are prepared in accordance with the applicable international accounting standards recognised in the European Community pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002, and in particular IAS 34 - Interim Financial Reporting, as well as the provisions issued in implementation of Article 9 of Italian Legislative Decree 38/2005;

  • correspond to the results of the accounting books and records;

  • are capable of providing a true and fair view of the equity, economic and financial position of the issuer as well as of all the companies included in the consolidation;

  • the interim management report contains references to important events that occurred in the first six months of the year and their impact on the condensed first half financial statements, together with a description of the main risks and uncertainties for the remaining six months of the year, as well as information on significant transactions with related parties.

Pisa, 09 September 2024

PharmaNutra S.p.A. PharmaNutra S.p.A.

Managing Director Manager in charge

INDEPENDENT AUDITOR'S REPORT

PHARMANUTRA S.p.A.

Review report on interim condensed consolidated financial statements as of June 30, 2024

Tel: +39 02 58.20.10 www.bdo.it

Viale Abruzzi, 94 20131 Milano

(Translation from the Italian original which remains the original version)

Review report on interim condensed consolidated financial statements

To the shareholders of Pharmanutra S.p.A.

Introduction

We have reviewed the accompanying interim condensed consolidated financial statements comprising the consolidated balance sheet, the income statement, the statement of comprehensive income, the statement of changes in consolidated shareholders 'equity, the consolidated cash flow statement and related explanatory notes of Pharmanutra and its subsidiaries (Pharmanutra Group) as at and for the six months ended June 30, 2024.

The Directors of Pharmanutra S.p.A. are responsible for the preparation of these condensed interim consolidated financial statements in accordance with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34), endorsed by the European Union. Our responsibility is to express our conclusion on these condensed interim consolidated financial statements based on our review.

Scope of review

We conducted our review in accordance with review standard recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 dated July 31, 1997. A review of the condensed interim consolidated financial statements consists of making inquiries, mainly of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed interim consolidated financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements of Pharmanutra Group as at and for the six months ended June 30, 2024, are not prepared, in all material respects, in accordance with the International Financial Reporting Standards applicable to interim financial reporting (IAS 34), endorsed by the European Union.

Milan, September 13, 2024

BDO Italia S.p.A. (signed on the original) Vincenzo Capaccio Partner

Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, Palermo, Roma, Torino, Verona

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