Annual / Quarterly Financial Statement • Feb 26, 2025
Annual / Quarterly Financial Statement
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De conformidad con lo dispuesto en el artículo
8.1.b del Real Decreto 1362/2007, de 19 de octubre, los consejeros de Grifols, S.A. (la "Sociedad")
Bajo su responsabilidad que, hasta donde alcanza su conocimiento, las cuentas anuales del ejercicio cerrado a 31 de diciembre de 2024, elaboradas con arreglo a los principios de contabilidad aplicables, ofrecen la imagen fiel del patrimonio, de la situación financiera y de los resultados de la Sociedad, y que el informe de gestión incluye un análisis fiel de la evolución y los resultados empresariales y de la posición de la Sociedad, junto con la descripción de los principales riesgos e incertidumbres a que se enfrentan.
En Sant Cugat del Vallés, a 25 de febrero 2025 In Sant Cugat del Vallés, on 25 February 2025
Pursuant to the provisions of article 8.1.b of Royal Decree 1362/2007, of 19 October, the directors of Grifols, S.A. (the "Company")
On their own responsibility that, to the best of their knowledge, the annual accounts for the fiscal year ended on 31 December 2024, prepared in accordance with applicable accounting standards, give a fair view of the net worth, financial situation and results of the Company and that the director's report contains an accurate analysis of the evolution, business results and position of the Company, together with a description of the main risks and uncertainties which they face.
| Thomas Glanzmann Chairman |
José Ignacio Abia Buenache Chief Executive Officer |
Raimon Grifols Roura Board Member |
|||
|---|---|---|---|---|---|
| Víctor Grifols Deu | Albert Grifols Coma-Cros | Tomás Dagá Gelabert | |||
| Board Member | Board Member | Board Member | |||
| Íñigo Sánchez-Asiaín | Anne-Catherine Berner | Enriqueta Felip Font | |||
| Mardones | Board Member | Board Member | |||
| Board Member | |||||
| Pascal Ravery | Montserrat Muñoz Abellana | Susana González Rodríguez | |||
| Board Member | Board Member | Board Member | |||
| Paul S. Herendeen | Núria Martín Barnés | ||||
| Board Member | Secretary | ||||

| Assets | Note | 31/12/24 | 31/12/23 |
|---|---|---|---|
| Intangible assets | Note 6 | 23,959 | 19,941 |
| Computer software | 23,959 | 19,941 | |
| Property, plant and equipment | Note 7 | 31,989 | 32,524 |
| Land and buildings | 11,064 | 11,151 | |
| Technical installations, machinery, equipment, furniture and other items |
16,685 | 14,926 | |
| Under construction and advances | 4,240 | 6,447 | |
| Investment property | Note 8 | 102,332 | 108,977 |
| Land | 46,776 | 46,776 | |
| Buildings | 52,640 | 55,885 | |
| Investments in adaptation and advances | 2,916 | 6,316 | |
| Non-current investments in Group companies and associates | 11,838,151 | 11,202,474 | |
| Equity instruments | Note 13 | 3,551,066 | 3,970,795 |
| Loans to companies | Note 15 | 8,287,085 | 7,231,679 |
| Non-current investments | Note 15 | 418,896 | 2,714 |
| Equity instruments | 416,131 | — | |
| Derivatives | Note 16 | 1,177 | 1,043 |
| Other financial assets | 1,588 | 1,671 | |
| Deferred tax assets | Note 24 | 82,263 | 49,593 |
| Total non-current assets | 12,497,590 | 11,416,223 | |
| Non-current assets held for sale | Note 17 | — | 1,360,089 |
| Inventories | 13,342 | 12,333 | |
| Raw materials and other supplies | 13,342 | 12,333 | |
| Trade and other receivables | Note 15 | 79,885 | 79,873 |
| Trade receivables – current | 1,496 | 581 | |
| Trade receivables from Group companies and associates – current | Note 26 | 30,578 | 50,952 |
| Other receivables | 410 | 5,883 | |
| Personnel | 220 | 127 | |
| Current tax assets | Note 24 | 16,453 | 12,303 |
| Public entities, other | Note 24 | 30,728 | 10,027 |
| Current investments in Group companies and associates | Note 15 | 228,981 | 47,884 |
| Loans to group companies and associates | 228,981 | 47,884 | |
| Current investments | Note 15 | 2,752 | 20,917 |
| Derivatives | Note 16 | 309 | 20,884 |
| Other financial assets | 2,443 | 33 | |
| Prepayments for current assets | Note 18 | 16,203 | 11,031 |
| Cash and cash equivalents | 1,283 | 12,867 | |
| Cash | 1,283 | 12,867 | |
| Total current assets | 342,446 | 1,544,994 | |
| Total assets | 12,840,036 | 12,961,217 | |
| Equity and Liabilities | Note | 31/12/24 | 31/12/23 |
|---|---|---|---|
| Capital and reserves | Note 19 | 1,972,243 | 2,044,735 |
| Capital | |||
| Registered capital | 119,604 | 119,604 | |
| Share premium | 910,728 | 910,728 | |
| Reserves | |||
| Legal and statutory reserves | 23,921 | 23,921 | |
| Other reserves | 1,128,929 | 1,381,683 | |
| (Treasury stock and equity holdings) | (134,448) | (152,748) | |
| Profit for the year | (83,138) | (246,735) | |
| Other equity instruments | 6,647 | 8,282 | |
| Valuation adjustments | (18,391) | 56,752 | |
| Valuation adjustments available for sale | (18,121) | 53,018 | |
| Cash flow hedges | Note 16 | (270) | 3,734 |
| Total equity | 1,953,852 | 2,101,487 | |
| Non-current provisions | 3,217 | 3,838 | |
| Long term provisions with employees | Note 20 | 793 | — |
| Other provisions | 2,424 | 3,838 | |
| Non-current payables | Note 22 | 6,288,936 | 5,879,325 |
| Promissory notes | 5,387,413 | 4,571,059 | |
| Loans and borrowings | 901,345 | 1,308,026 | |
| Finance lease payables | Note 9 | 21 | 27 |
| Other financial liabilities | 157 | 213 | |
| Group companies and associates, non-current | Note 22 | 4,276,854 | 4,673,555 |
| Deferred tax liabilities | Note 24 | 3,244 | 4,907 |
| Total non-current liabilities | 10,572,251 | 10,561,625 | |
| Current provisions | Note 24 | 79,947 | 14,000 |
| Other provisions | 79,947 | 14,000 | |
| Current payables | Note 22 | 68,347 | 106,970 |
| Promissory notes | 38,907 | 30,170 | |
| Loans and borrowings | 29,383 | 68,542 | |
| Finance lease payables | Note 9 | — | 25 |
| Derivatives | Note 16 | — | 7,712 |
| Other financial liabilities | 57 | 521 | |
| Group companies and associates, current | Note 22 | 62,437 | 64,699 |
| Trade and other payables | Note 22 | 94,624 | 112,436 |
| Current payables to suppliers | 65,750 | 69,365 | |
| Suppliers, Group companies and associates, current | Note 26 | 2,054 | 9,731 |
| Personnel (salaries payable) | 21,454 | 29,249 | |
| Public entities, other | Note 24 | 5,366 | 4,091 |
| Prepayments for current liabilities | Note 18 | 8,578 | — |
| Total current liabilities | 313,933 | 298,105 | |
| Total equity and liabilities | 12,840,036 | 12,961,217 |
(Expressed in Thousands of Euros)
| Note | 2024 | 2023 | |
|---|---|---|---|
| Revenues | Note 27 | 701,053 | 619,242 |
| Services rendered | 247,819 | 242,824 | |
| Finance income | Note 14 and 26 | 445,825 | 369,527 |
| Dividends | Note 26 and 27 | 7,409 | 6,891 |
| Self-constructed assets | 5,213 | 2,312 | |
| Supplies | (4,625) | (4,661) | |
| Raw materials and consumables used | Note 27 | (4,421) | (4,244) |
| Impairment of merchandise, raw materials and other supplies | (204) | (417) | |
| Other operating income | 5,069 | 2,582 | |
| Non-trading and other operating income | 4,971 | 2,495 | |
| Operating grants taken to income | 98 | 87 | |
| Personnel expenses | (113,208) | (119,602) | |
| Salaries and wages | (95,399) | (103,507) | |
| Employee benefits expense | Note 27 | (17,809) | (16,095) |
| Other operating expenses | (294,670) | (269,381) | |
| External services | (292,884) | (267,713) | |
| Taxes | (510) | (521) | |
| Other operating expenses | (1,276) | (1,147) | |
| Amortisation and depreciation | Notes 6, 7 and 8 | (16,360) | (17,294) |
| Non-financial and other capital grants | — | 106 | |
| Impairment and losses on disposal of fixed assets | 236,604 | (7,560) | |
| Impairment and losses | Note 13 | (9,881) | (7,560) |
| Losses on disposals | (215) | — | |
| Profits from disposals of financial instruments | Note 17 | 246,700 | — |
| Other results | (172) | (396) | |
| Results from operating activities | 518,904 | 205,348 | |
| Finance income | 10,448 | 10,839 | |
| From investments in equity instruments | Note 14 | 2,060 | — |
| From marketable securities and other financial instruments | |||
| Other third parties | Note 14 | 8,080 | 10,219 |
| Capitalised borrowing costs | Note 7 | 308 | 620 |
| Finance costs | Note 21 | (605,691) | (537,309) |
| Group companies and associates | Note 26 | (314,521) | (302,222) |
| Other third parties | (291,170) | (235,087) | |
| Fair value adjustments in financial instruments | 21,596 | 2,141 | |
| Fair value adjustments recognized in profit and loss | Note 16 | 21,596 | 2,141 |
| Exchange differences | Notes 15 and 22 | (20,712) | 671 |
| Net finance cost | (594,359) | (523,658) | |
| Profit before income tax | (75,455) | (318,310) | |
| Income tax | Note 24 | (7,683) | 71,575 |
| Profit for the year | (83,138) | (246,735) |
| Note | 2024 | 2023 | ||
|---|---|---|---|---|
| Profit for the year | (83,138) | (246,735) | ||
| Income and expense recognised directly in equity | — | |||
| Financial assets at fair value through equity Tax effect |
Note 15 | (18,350) 229 |
— — |
|
| Cash flow hedges Tax effect |
Note 16 | (2,567) 642 |
(20,233) 5,058 |
|
| Total income and expense recognised directly in equity | (20,046) | (15,175) | ||
| Amounts transferred to the income statement | ||||
| Financial assets at fair value through profit and loss | Note 17 | (53,018) | — | |
| Cash flow hedges Tax effect |
Note 16 | (2,771) 692 |
18,838 (4,709) |
|
| Grants, donations and bequests Tax effect |
— — |
(106) 27 |
||
| Total amounts transferred to the income statement | (55,097) | 14,050 | ||
| Total recognised income and expense | (158,281) | (247,860) |
(Expressed in Thousands of Euros)
| Registered capital |
Share premium | Reserves | Treasury stock | Profit for the year |
Other equity instruments |
Valuation adjustments available for sale |
Grants, donations and bequests received |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 31 December 2023 | 119,604 | 910,728 | 1,405,604 | (152,748) | (246,735) | 8,282 | 56,752 | — | 2,101,487 |
| Recognised income and expense | — | — | — | — | (83,138) | — | (75,143) | — | (158,281) |
| Transactions with shareholders or owners | |||||||||
| Net movement in treasury stock (Note 19) | — | — | — | 18,300 | — | — | — | — | 18,300 |
| Restricted share plan (Note 19) | — | — | (6,019) | — | — | (1,635) | — | — | (7,654) |
| Profit (losses) distribution | |||||||||
| Reserves | — | — | (246,735) | — | 246,735 | — | — | — | — |
| Balance at 31 December 2024 | 119,604 | 910,728 | 1,152,850 | (134,448) | (83,138) | 6,647 | (18,391) | — | 1,953,852 |
| Registered capital |
Share premium | Reserves | Treasury stock | Profit for the year |
Other equity instruments |
Valuation adjustments available for sale |
Grants, donations and bequests received |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 31 December 2022 | 119,604 | 910,728 | 1,676,129 | (162,220) | (266,296) | 7,303 | 57,798 | 79 | 2,343,125 |
| Recognised income and expense | — | — | — | — | (246,735) | — | (1,046) | (79) | (247,860) |
| Transactions with shareholders or owners | |||||||||
| Net movement in treasury stock (Note 19) | — | — | — | 9,472 | — | — | — | — | 9,472 |
| Restricted share plan (Note 19) | — | — | (2,506) | — | — | 979 | — | — | (1,527) |
| Business combinations (Note 5) | — | — | (1,723) | — | — | — | — | — | (1,723) |
| Profit (losses) distribution | |||||||||
| Reserves | — | — | (266,296) | — | 266,296 | — | — | — | — |
| Balance at 31 December 2023 | 119,604 | 910,728 | 1,405,604 | (152,748) | (246,735) | 8,282 | 56,752 | — | 2,101,487 |
(Expressed in Thousands of Euros)
| Note | 2024 | 2023 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit for the year before tax | (75,455) | (318,310) | |
| Adjustments for | |||
| Dividend income | Note 27 | (9,469) | (6,891) |
| Impairment | Note 13 | 9,881 | 7,560 |
| Amortisation and depreciation | Notes 6, 7 and 8 | 16,360 | 17,294 |
| Losses on disposals | 215 | — | |
| Impairment and profits from disposals of financial instruments | Note 17 | (246,700) | — |
| Finance income | Note 14 and 7 | (454,213) | (380,366) |
| Finance costs | Note 21 | 605,691 | 537,309 |
| Exchange differences | 20,712 | (671) | |
| Change in fair value of financial instruments | Note 16 | (21,596) | (2,141) |
| Other income and expenses | (5,944) | 3,457 | |
| Changes in operating assets and liabilities | |||
| Inventories | (1,009) | (894) | |
| Trade and other receivables | (6,586) | 2,836 | |
| Other current assets | (5,172) | 2,480 | |
| Trade and other payables | (32,088) | 27,931 | |
| Other cash flows from operating activities | |||
| Interest paid | (569,023) | (519,750) | |
| Dividends received | Note 26 | 9,026 | 6,891 |
| Interest received | 349,632 | 369,002 | |
| Income tax paid received | 18,275 | 21,816 | |
| Cash flows from operating activities | (397,463) | (232,447) | |
| Cash flows from investing activities | |||
| Payments for investments | |||
| Group companies and associates | Note 13 | (3,376,763) | (21,644) |
| Intangible assets | Note 6 | (4,408) | (2,010) |
| Property, plant and equipment | Note 7 and 8 | (3,486) | (2,368) |
| Other financial assets | (2,411) | (60) | |
| Proceeds from sale of investments | |||
| Group companies and associates | 2,236,271 | 13,528 | |
| Other financial assets | 19,358 | 9,497 | |
| Non-current assets held for sale | Note 17 | 1,559,943 | — |
| Cash flows from investing activities | 428,504 | (3,057) | |
| Cash flows from financing activities | |||
| Proceeds from and payments for financial liability instruments | |||
| Proceeds | |||
| Promissory notes | 2,600,000 | — | |
| Group companies and associates | — | 262,876 | |
| Disposal | |||
| Promissory notes | (1,837,856) | — | |
| Loans and borrowings | (448,168) | (26,255) | |
| Group companies and associates | (396,701) | — | |
| Other payables | (558) | (1,304) | |
| Cash flows used in financing activities | (83,283) | 235,317 | |
| Exchange rate deviation | 40,658 | (624) | |
| Net increase/decrease in cash and cash equivalents | (11,584) | (811) | |
| Cash and cash equivalents at beginning of year | 12,867 | 13,678 | |
| Cash and cash equivalents at year end | 1,283 | 12,867 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Grifols, S.A. (hereinafter the "Company") was incorporated with limited liability under Spanish law on 22 June 1987. Its registered office is in Barcelona. The Company's statutory activity consists of providing corporate and business administrative, management and control services, as well as investing in assets and property. Its principal activity involves rendering administrative, management and control services to its subsidiaries. Its main facilities are located in Sant Cugat del Vallès (Barcelona) and Parets del Vallès (Barcelona).
Grifols, S.A.'s shares are listed on the Barcelona, Madrid, Valencia and Bilbao stock exchanges and on the electronic stock market. As of 2 June 2011, the class B non-voting shares were listed on the NASDAQ (USA) and the Automated Quotation System (SIBE/Continuous Market).
In accordance with prevailing legislation, the Company is the Parent of a Group comprising the Company and the subsidiaries, associated and multi-group companies listed in Note 13 and the Appendix II. In accordance with generally accepted accounting principles in Spain, consolidated annual accounts must be prepared to give a true and fair view of the financial position of the Group, the results of operations and changes in its equity and cash flows.
On 25 February 2025 the Company's board of directors authorised for issue the consolidated annual accounts of Grifols, S.A. and subsidiaries for 2024 prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU), which show consolidated profit attributable to the Parent of Euros 156,920 thousand, total assets Euros 21,405,241 thousand and consolidated equity of Euros 8,607,025 thousand (Euros 42,318 thousand, Euros 20,922,103 thousand and Euros 7,513,695 thousand, respectively, in 2023).
(a) True and fair view
The accompanying annual accounts have been prepared on the basis of the accounting records of Grifols, S.A. The annual accounts for 2024 have been prepared in accordance with the applicable financial reporting framework, which is established in the Spanish General Accounting Plan and the current commercial legislation, to give a true and fair view of the equity and financial position of the Company at 31 December 2024 and results of operations, changes in equity, and cash flows for the year then ended.
The directors consider that the annual accounts for 2024, authorised for issue on 25 February 2025, will be approved with no changes by the shareholders at their annual general meeting.
(b) Comparative information
The balance sheet, income statement, statement of changes in equity, statement of cash flows and the notes thereto for 2024, include comparative figures for 2023 which formed part of the annual accounts approved by the shareholders at the annual general meeting held on 13 June 2024.
(c) Functional and presentation currency
The figures disclosed in the annual accounts are presented in Euros thousand, the Company's functional and presentation currency, rounded off to the nearest Euro thousand.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(d) Critical issues regarding the valuation and estimation of relevant uncertainties and judgements used when applying accounting principles
Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the Company's accounting principles to prepare the annual accounts. A summary of the items requiring a greater degree of judgement, or which are more complex, or where the assumptions and estimates made are significant to the preparation of the annual accounts, is as follows:
The Company tests investments in Group companies for impairment when there are signs that the book value is lower than the recoverable value, understood as the higher amount between the fair value less costs of sales and usage value. The determination of the recoverable value implies the use of estimates made by management. The Company generally uses cash flow discounting methods to calculate this value. Cash flow discounting calculations are based on the 5-year projections of the budgets approved by management. The cash flows take into consideration past experience and represent management's best estimate of future market performance. The fifth-year cash flows are extrapolated using individual growth rates. The key assumptions employed include growth rates and the discount rate. The estimates, including the methodology used, could have a significant impact on values and impairment.
Assessment of the non-existence of a contractual obligation for Grifols. S.A. within the framework of the agreement signed with Haier for the sale of 20% of the shares of Shanghai RAAS in relation to the commitment by which the Company will make its commercially reasonable efforts to ensure that its subsidiary Grifols Diagnostic Solutions, Inc. declares and distributes dividends to its shareholders.
Although estimates are calculated by the Company's directors based on the best information available at 31 December 2024, future events may require changes to these estimates in subsequent years. Any effect on the annual accounts of adjustments to be made in subsequent years would be recognised prospectively. Grifols, S.A. management does not consider that there are any assumptions or sources of uncertainty that would have a significant risk of resulting in a material adjustment within the next financial year.
The distribution of profit and reserves of the Company for the year ended 31 December 2023, approved by the shareholders at their annual general meeting held on 13 June 2024, was as follows:
| Thousand Euros | |
|---|---|
| Basis of allocation | |
| Losses for the year | (246,735) |
| Allocation | |
| Voluntary reserve | (246,735) |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The proposed distribution of losses for the year ended 31 December 2024 to be submitted to the shareholders for approval at their annual general meeting is as follows:
| Thousand Euros | |
|---|---|
| Basis of allocation | |
| Losses for the year | (83,138) |
| Allocation | |
| Voluntary reserve | (83,138) |
As of 31 December 2024 and 2023, non-distributable reserves are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Non-distributable reserves | ||||
| Legal reserve | 23,921 | 23,921 | ||
| Other | 3 3 |
|||
| 23,924 | 23,924 |
Profit recognised directly in equity cannot be distributed, either directly or indirectly.
(a) Business combinations
Business combinations are accounted for by applying the acquisition method, for which the acquisition date is determined and the cost of the combination is calculated, recording the identifiable assets acquired and liabilities assumed at their fair value as of that date.
The cost of the combination is determined by the aggregation of:
Expenses related to the issuance of equity instruments or financial liabilities exchanged for the acquired items are not part of the cost of the combination.
Similarly, fees paid to legal advisors or other professionals involved in the combination, as well as internally generated expenses related to these matters, are not part of the cost of the combination. These amounts are directly charged to the income statement.
(b) Foreign currency transactions, balances and cash flows
Foreign currency transactions have been translated into Euros using average exchange rates for the prior month for all foreign currency transactions during the current month. This method does not differ significantly from applying the exchange rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies have been translated into Euros at the closing rate, while non-monetary assets and liabilities measured at historical cost have been translated at the exchange rate prevailing at the transaction date. In the statement of cash flows, cash flows from foreign currency transactions have been translated into Euros using the average exchange rates for the
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
prior month for all flows that occur during the following month. This method does not differ significantly from applying the exchange rate at the date of the transaction.
Exchange gains and losses arising on the settlement of foreign currency transactions and the translation into Euros of monetary assets and liabilities denominated in foreign currencies are recognised in profit and loss.
Borrowing costs related to specific and general financing that are directly attributable to the acquisition, construction or production of intangible assets, property, plant and equipment and investment property that will not be available for use, capable of operating or available for sale for more than one year are included in the cost of the asset.
To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined as the actual borrowing costs incurred. Non-commercial general borrowing costs eligible for capitalisation are calculated as the weighted average of the borrowing costs applicable to the Company's outstanding borrowings during the period, other than those specifically for the purpose of obtaining a qualifying asset and the portion financed using equity. The borrowing costs capitalised cannot exceed the borrowing costs incurred during that period.
The Company begins capitalising borrowing costs as part of the cost of a qualifying asset when it incurs expenditures for the asset, interest is accrued, and it undertakes activities that are necessary to prepare the asset for its intended use, operation or sale, and ceases capitalising borrowing costs when all or substantially all the activities necessary to prepare the qualifying asset for its intended use, operation or sale are complete, even though the necessary administrative permits may not have been obtained. Interruptions in the active development of a qualifying asset are not considered. Nonetheless, restated advances on account are not qualifying assets for the purpose of capitalising borrowing costs.
Capitalised borrowing costs are recognised in the income statement under capitalised borrowing costs.
(d) Intangible assets
Intangible assets are measured at cost or cost of production. Capitalised production costs are recognised under "self-constructed assets" in the income statement. Intangible assets are carried at cost, less any accumulated amortisation and impairment.
Advances on account of fixed assets are initially measured at cost. In subsequent years, advances accrue interest at the supplier's incremental borrowing rate when the period between payment and the receipt of the asset exceeds one year.
Cost of production of intangible assets comprises the purchase price and any costs directly related to production.
Expenditure on activities that contribute to increasing the value of the Company's business as a whole, such as goodwill, trademarks and other similar items generated internally, as well as establishment costs, are recognised as expenses on the income statement when incurred.
Computer software acquired and developed by the Company is recognised to the extent that costs can be clearly allocated, expensed and distributed over time to each project, and when there is evidence of technical success and economic viability. Computer software maintenance costs are charged as expenses when incurred.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(ii) Subsequent costs
Subsequent costs incurred on intangible assets are recognised in profit and loss, unless they increase the expected future economic benefits attributable to the intangible asset.
Intangible assets with finite useful lives are amortised by allocating the depreciable amount of an asset on a systematic basis over its useful life, by applying the following criteria:
Depreciation method Rates %
| Computer software | Straight-line | 16-33 |
|---|---|---|
The depreciable amount is the acquisition or production cost of an asset.
The Company considers that the residual value of the assets is zero unless:
The Company reviews the useful life and amortisation method for intangible assets at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates.
The Company measures and determines impairment to be recognised or reversed based on the criteria in section (g) Impairment of non-financial assets subject to amortisation or depreciation.
Property, plant and equipment are measured at cost of acquisition or production, using the same criteria as for determining the cost of production of intangible assets. Capitalised production costs are recognised under "Self-constructed assets" in the income statement. Property, plant and equipment are carried at cost less any accumulated depreciation and impairment.
The cost of an item of property, plant and equipment includes the estimated costs of its dismantling or removal and restoration of the site on which it is located, provided that the obligation is incurred as a consequence of having used the item.
Property, plant and equipment acquired in exchange for one or more non-monetary assets or a combination of monetary and non-monetary assets, is recognized for the monetary amount delivered plus the fair value of the non-monetary assets delivered in the transaction, except in those cases in which those that do not have a commercial substance or for which the fair value of the property, plant and equipment received or the asset delivered cannot be reliably measured.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The fair value of the asset received should be recognized by reference to the fair value of the asset delivered except in those transactions in which the fair value of the asset received can be determined with greater reliability.
In those cases in which the fair value of the asset received or delivered cannot be determined reliably or in which the transaction lacks commercial substance, the acquisition cost is determined by reference to the net book value of the asset delivered, plus, where appropriate, the monetary counterparts paid or pending payment, with the limit of the fair value of the asset received if it were less.
Property, plant and equipment are depreciated by allocating the depreciable amount of the asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset. The Company determines the depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset.
Property, plant and equipment are depreciated using the following criteria:
| Depreciation method | Rates % | ||
|---|---|---|---|
| Buildings | Straight-line | 2 | |
| Technical installations and machinery | Straight-line | 10 | |
| Other installations, equipment and furniture | Straight-line | 4-10 | |
| Other property, plant and equipment | Straight-line | 7-33 |
The Company reviews useful lives and depreciation methods at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates.
Subsequent to initial recognition of the asset, only the costs incurred which increase capacity or productivity or which lengthen the useful life of the asset are capitalised. The carrying amount of parts that are replaced is derecognised. Costs of day-to-day servicing are recognised in profit and loss as incurred.
Replacements of property, plant and equipment that qualify for capitalisation are recognised as a reduction in the carrying amount of the items replaced. Where the cost of the replaced items has not been depreciated independently and it is not possible to determine the respective carrying amount, the replacement cost is used as indicative of the cost of items at the time of acquisition or construction.
The Company measures and determines impairment to be recognised or reversed based on the criteria in section (g) Impairment of non-financial assets subject to amortisation or depreciation.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The Company classifies property leased to its subsidiaries under this caption.
Property that is being constructed or developed for future use as investment property is classified as property, plant and equipment under development until construction or development is complete. Nevertheless, redevelopment work to extend or improve property is classified as investment property.
The Company measures and recognises investment property following the policy for property, plant and equipment. The Company reclassifies property, plant and equipment to investment property when it ceases to use the building in the production or supply of goods or services, for administrative purposes or when it is held to earn rentals or for capital appreciation or both.
Investment property is depreciated applying the following policies:
| Depreciation method | ||
|---|---|---|
| Buildings and other installations | Straight-line | 1-10 |
The Company evaluates whether there are indications of possible impairment losses on non-financial assets subject to amortisation or depreciation to verify whether the carrying amount of these assets exceeds the recoverable amount. The recoverable amount is the higher of the fair value less costs to sell and the value in use.
Impairment losses are recognised in the income statement.
At the end of each reporting period the Company assesses whether there is any indication that an impairment loss recognised in prior periods may no longer exist or may have decreased. Impairment losses on goodwill are not reversible. Impairment losses on other assets are only reversed if there has been a change in the estimates used to calculate the recoverable amount of the asset.
A reversal of an impairment loss is recognised in the income statement. The increased carrying amount of an asset attributable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised.
After an impairment loss or reversal of an impairment loss is recognised, the depreciation (amortisation) charge for the asset is adjusted in future periods based on its new carrying amount.
However, if the specific circumstances of the assets indicate an irreversible loss, this is recognised directly in losses on the disposal of fixed assets in the income statement.
Leases which, on inception, transfer to third parties substantially all the risks and rewards incidental to ownership of the assets are classified as finance leases, otherwise they are classified as operating leases.
Leases in which, upon inception, the Company assumes substantially all the risks and rewards incidental to ownership are classified as finance leases, otherwise they are classified as operating leases.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
- Finance leases
At the commencement of the lease term, the Company recognises finance leases as assets and liabilities at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Initial direct costs are added to the asset's carrying amount. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. Interest is expensed using the effective interest method.
Contingent rents are recognised as an expense when it is probable that they will be incurred.
The accounting policies applied to the assets used by the Company by virtue of finance lease contracts are the same as those set out in sections (e) and (f) (Property, plant and equipment or Investment Property).
- Operating leases
Lease payments under an operating lease, net of incentives received, are recognised as an expense on a straight-line basis over the lease term.
Contingent rents are recognised as an expense when it is probable that they will be incurred.
Financial instruments are classified at the time of their initial recognition as a financial asset, a financial liability or an equity instrument, in accordance with the economic substance of the contractual agreement and with the definitions of financial assets, financial liabilities or equity instruments.
For valuation purposes, the Company classifies financial instruments in the following categories: financial assets and liabilities valued at amortised cost; financial assets and liabilities at fair value through profit or loss, by considering separately those initially designated from those held for trading and those compulsorily valued at fair value through profit or loss; financial assets measured at fair value through equity, by considering separately the equity instruments designated as such from the rest of the financial assets; and financial assets valued at cost.
The Company classifies a financial asset at amortised cost if it is held in the framework of a business model whose objective is to hold financial assets to obtain contractual cash flows and the contractual terms of the financial asset give rise, on specified dates, to cash flows which are only principal and interest payments on the outstanding principal amount (OPIP).
The Company classifies as a financial asset at fair value through equity those financial assets whose contractual conditions, on specified dates, result in cash flows that are solely receipts of principal and interests on the outstanding principal amount, and they are not held for trading nor classified in the previous category. In this category are also included the investments in equity instruments designated irrevocably by the Company at the time of its initial recognition, as far as they are not held for trading and should not be valued at cost.
The Company classifies as a financial asset at fair value through profit or loss those financial assets held for trading and those financial assets that have not been classified in any of the previous categories. In this category are also included the financial assets that the Company optionally designates at the time of the initial recognition, which otherwise would have been included in another category, as such designation eliminates or significantly reduces a valuation inconsistency or accounting asymmetry.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The Company classifies a financial asset at cost when it is an (i) investment in the equity of group, multigroup and associates (ii) participating loans with contingent interests, either because a fixed or conditional variable interest rate is conditioned to the fulfilment of a milestone in the borrowing company, or because they are calculated exclusively with respect to the evolution of the activity of the aforementioned company.
The Company classifies its financial liabilities at amortised cost.
At the time of initial recognition, the Company values a financial asset at its fair value plus, in the case of a financial asset that is not at fair value through profit or loss, the costs of the transaction that are directly attributable to the acquisition. The transaction costs of financial assets at fair value through profit or loss are taken to results. In order to determine the fair value of financial assets or liabilities, the Company uses market data as much as possible. Based on the factors used for the measurement, the fair values are hierarchized based on the following factors:
Level 1: estimates based on quoted prices (unadjusted) within current markets for assets or liabilities identical to those that the company may have access at the valuation date;
Level 2: estimates based on quoted prices in active markets for similar instruments or other valuation methodologies in which all significant variables are based on directly or indirectly observable market data; or
Level 3: estimates based on any significant variable that is not based on observable market data.
In the event that the factors used to determine the fair value of an asset or liability are included in different levels of hierarchy, the fair value will be determined in its entirety based on the significant component located at the lowest level of hierarchy.
A financial asset and a financial liability are offset only when the Company currently has the legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs directly attributable to the acquisition or issue are recognised as an expense when incurred.
After initial recognition, they are recognized at fair value through profit or loss. Changes in the fair value include the component of interest and dividends. The fair value is not reduced by the transaction costs that may be incurred by their eventual sale or disposal by other means.
Financial assets and financial liabilities at amortised cost are initially recognized at their fair value, including the transaction costs incurred, and are subsequently measured at amortised cost, using the effective interest method.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Group companies are those over which the Company, either directly, or indirectly through subsidiaries, exercises control as defined in article 42 of the Spanish Code of Commerce, or when the companies are controlled by one or more individuals or entities acting jointly or under the same management through agreements or statutory clauses.
Control is the power to govern the financial and operating policies of an entity or business so as to obtain benefits from its activities. In assessing control, potential voting rights held by the Company or other entities that are exercisable or convertible at the end of each reporting period are considered.
Associates are entities over which the Company, either directly, or indirectly through subsidiaries, exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The existence of potential voting rights that are exercisable or convertible at the end of each reporting period, including potential voting rights held by the Company or other entities, are considered when assessing whether an entity has significant influence.
Investments in Group companies and associates are initially recognised at cost, which is equivalent to the fair value of the consideration given, including transaction costs in the case of investments in associates, and are subsequently measured at cost net of any accumulated impairment. The cost of investments in Group companies acquired before 1 January 2010 includes any transaction costs incurred.
If an investment no longer qualifies for classification under this category, it is reclassified at fair value through profit or loss, unless it is designated at fair value through equity and it is valued as such from the date of reclassification, recognizing any difference in the profit or loss or in equity, respectively.
In non-monetary business contributions to other group companies, including investments in group companies, the equity investments received are valued at the date the operation is carried out, for the amount representing the percentage of participation equivalent to the book value of the net assets of the investment contributed in the consolidated financial statements of the largest group whose parent company is Spanish according to the Standards for the Formulation of Consolidated Annual Accounts, plus transaction costs. Any difference between the book value of the investments received and the book value of the equity elements delivered (or the investment contributed), is recognized in reserves.
The Company recognizes the amount contributed in a capital increase, including the preferential subscription rights acquired, as a higher value of the equity instruments.
However, when the Company does not contribute proportionally to its stake in the issuer, it recognizes the difference as a donation expense.
If the Company receives an asset or group of assets other than cash, the swap criteria previously indicated for non-monetary contributions are applied.
The Company reclassifies a financial asset when the business model for its management is modified or when it meets or no longer meets the aforementioned classification criteria. The Company does not reclassify financial liabilities.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The Company applies the criteria for the derecognition of financial assets to a part of a financial asset or to a part of a group of similar financial assets or to a financial asset or a group of similar financial assets.
Financial assets are derecognized when the rights to receive cash flows related to them have expired or have been transferred and the Company has substantially transferred the risks and rewards derived from their ownership.
A financial asset or a group of financial assets is impaired and impairment losses are incurred if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and the event or events have an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
The loss due to an impairment of financial assets valued at amortised cost is the difference between the book value of the financial asset and the present value of the estimated future cash flows. However, the Company uses the financial assets market value, as long as it is reliable enough to be considered representative of the value to be recovered.
The impairment loss is recognized with charge to profit or loss and it is reversible in subsequent years, if the decrease can be objectively related to an event subsequent to its recognition. However, the reversal of the loss is limited to the amortised cost that the assets had if the loss due to the impairment in value had not been recorded.
The Company directly reduces the carrying amount of a financial asset when it does not have reasonable expectations of full or partial recovery.
Impairment is calculated by comparing the carrying amount of the net investment in the associate with its recoverable amount. The recoverable amount is the higher of value in use and fair value less costs to sell.
Value in use is calculated based on the Company's share of the present value of future cash flows expected to be derived from ordinary activities and from the disposal of the asset. Unless better evidence is available, the investee's equity is taken into consideration, corrected for any unrealised gains existing at the measurement date.
In subsequent years, reversals of impairment losses in the form of increases in the recoverable amount are recognised, up to the limit of the carrying amount that would have been determined for the investment if no impairment loss had been recognised.
The recognition or reversal of an impairment loss is disclosed in the income statement unless it should be recognised in equity.
Impairment of an investment is limited to the amount of the investment, except when contractual, legal or constructive obligations have been assumed by the Company or payments have been made on behalf of the companies. In the latter case, provision is made.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The Company derecognises all or part of a financial liability when it either discharges the liability by paying the creditor or is legally released from primary responsibility for the liability either by process of law or by the creditor. The exchange of debt instruments between the Company and the counterparty or substantial modifications of initially recognised liabilities are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability, provided that the instruments have substantially different terms.
The Company considers the terms to be substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability.
If the exchange is accounted for as an extinguishment of the financial liability, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.
The difference between the carrying amount of a financial liability, or part of a financial liability, extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
However, the Company may designate the financial guarantee to be measured at fair value through profit or loss.
(j) Hedge accounting
Derivative financial instruments are initially recognized following the criteria set forth above for financial assets and liabilities. Derivative financial instruments that do not meet the hedge accounting criteria are classified and valued as financial assets or liabilities at fair value through profit or loss.
In addition, Grifols assesses whether embedded derivatives are present in contracts and financial instruments. Financial instruments that combine a host contract and a financial derivative (embedded derivative) are known as hybrid financial instruments. In hybrid financial instruments, the Company assesses whether the risks and characteristics of the derivative are closely related to those of the host contract. If it is determined that the value of the derivative is closely related to the fair value of the contract, the Company does not account for the derivative separately. Conversely, if the risks and characteristics of the derivative are not closely related to those of the host contract and the host contract is not measured at fair value, the derivative is recognized and accounted for separately recognizing the changes in fair value in the consolidated income statement. Currently there are no separate financial instruments from the host contract.
(k) Own equity instruments held by the Company
Equity instruments acquired by the Company are shown separately at cost of acquisition as a reduction in capital and reserves in the balance sheet. Any gains or losses on transactions with own equity instruments are not recognised in profit or loss.
Transaction costs related to own equity instruments, including issue costs related to a business combination, are accounted for as a deduction from reserves, net of any tax effect.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(i) General
Inventories are measured using the FIFO (first in, first out) method. When the cost of inventories exceeds replacement value, materials are written down to net realisable value.
Inventories are mainly spare parts used to maintain the Company's buildings and facilities.
Emission allowances acquired are classified and measured by applying accounting policies.
(m) Cash and cash equivalents
Cash and cash equivalents include cash on hand and demand deposits in financial institutions. They also include other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition.
Grants are recorded in recognised income and expense when, where applicable, they have been officially awarded and the conditions attached to them have been met or there is reasonable assurance that they will be received.
Grants that are given to finance specific expenses are recognised as income in the same year as the finance cost is accrued.
(o) Defined contribution plans
The Company recognises the contributions payable to a defined contribution plan in exchange for a service when an employee has rendered service to the Company. The contributions payable are recognised as an expense for employee remuneration and as a liability after deducting any contribution already paid. If the contribution already paid exceeds the contribution due for service before the end of the period, the Company only recognises that excess as an asset (prepaid expense) to the extent that the prepayments will lead to, for example, a reduction in future payments or cash refund.
Provisions are recognised when the Company has a present obligation (legal, contractual, constructive or tacit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is a pre-tax rate that reflects the time value of money and the specific risks for which future cash flows associated with the provision have not been adjusted at each reporting date.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
If it is not probable that an outflow of resources will be required to settle an obligation, the provision is reversed.
(ii) Provisions for taxes
Provisions for taxes are measured at the estimated amount of tax debt calculated in accordance with the aforementioned criteria. Provision is made with a charge to income tax for the tax expense for the year, to finance costs for the late payment interest, and to other income for the penalty. The effects of changes in estimates of prior years' provisions are recognised according to their nature, unless they involve the correction of an error.
(i) Revenue from the rendering of services
Revenue from the rendering of services is measured at the fair value of the consideration received or receivable.
Practically all services are rendered to Group companies.
(ii) Interests and dividends
The Company recognizes interests and dividends on financial assets accrued after the acquisition date as income in the profit and loss.
The Company recognizes interests on financial assets valued at amortised cost using the effective interest method and dividends when the Company is entitled to receive them.
In the initial valuation of financial assets, the Company records separately, based on their maturity, the amount of explicit interest accrued and not due at that time, as well as the amount of dividends agreed by the competent authority at the time of the acquisition. As a result, these amounts are not recognized as income in the profit or loss.
If the dividends are clearly derived from profits generated prior to the acquisition date because amounts higher than the profits generated by the investment since the acquisition have been distributed, the carrying amount of the investment is reduced. This criterion is applied regardless of the valuation criterion used for the equity instruments, so for equity instruments valued at fair value, the value of the investment is also reduced and an increase in subsequent value in the profit or loss account or in equity is recognized, based on the instruments classification.
The Company recognizes the dividends received by the delivery of an equity element or group of equity elements other than cash, in accordance with the previously indicated criteria. However, if the dividend is received as a business of a group company, the criteria indicated in BOICAC 85 should be applied.
Interest and dividend income are classified as revenue when they form part of the Company's ordinary activity.
The income tax expense or tax income for the year comprises current tax and deferred tax.
Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Current and deferred tax are recognised as income or an expense and included in profit or loss for the year, except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different year, directly in equity, or from a business combination.
Government assistance provided in the form of deductions and other tax relief applicable to income tax payable is recognised as a reduction in the income tax expense in the year in which it is accrued.
The Company files consolidated tax returns with its Spanish subsidiaries: Laboratorios Grifols, S.A., Instituto Grifols, S.A., Grifols Movaco, S.A., Biomat, S.A., Grifols International, S.A., Araclon Biotech, S.L., Grifols Engineering, S.A., Grifols Viajes S.A., Aigües Minerals de Vilajuïga, S.A. and Albajuna Therapeutics, S.L.
In addition to the factors to be considered for individual taxation, set out previously, the following factors are taken into account when determining the accrued income tax expense for the companies forming the consolidated tax group:
Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are allocated to the company which recognised the profit/loss and are valued using the tax rate of that company.
A reciprocal credit and debit arises between the companies that contribute tax losses to the consolidated Group and the rest of the companies that offset those losses. Where a tax loss cannot be offset by the other consolidated Group companies, these tax credits for loss carryforwards are recognised as deferred tax assets using the applicable recognition criteria, considering the tax group as a taxable entity.
The Parent of the Group records the total consolidated income tax payable under payable to Group companies.
The amount of the debt relating to the subsidiaries is recognised as receivables from Group companies.
(i) Deferred Tax liabilities
Deferred tax liabilities derived from taxable temporary differences are recognised in all cases except where they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income.
Deferred tax assets derived from deductible temporary differences are recognised provided that it is probable that sufficient taxable income will be available against which they can be utilised or when the tax legislation considers the possibility to convert future assets for deferred taxes on receivables in front of the Public Administration.
Nonetheless, assets arising from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income, are not recognised.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the years when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted. The tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amount of its assets or liabilities are also reflected in the measurement of deferred tax assets and liabilities.
The Company only offsets tax assets and liabilities if it has a legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the assets and settle the liabilities simultaneously.
Deferred tax assets and liabilities are recognised in the balance sheet under non-current assets or liabilities, irrespective of the expected date of recovery or settlement.
Termination benefits are recognized on the earlier of the following dates: (a) when the Group can no longer withdraw the offer or (b) when the Group recognizes costs of a restructuring and this results in the payment of termination benefits.
The Group recognizes the expected cost of short-term compensation in the form of paid leave whose rights accrue as employees render the services that entitle them to receive it. If the leave is not accrued, the expense is recognized as the leave is taken.
The Group recognizes the expected cost of profit sharing or employee incentive plans when there is a present legal or constructive obligation as a result of past events and a reliable estimate can be made of the value of the obligation.
The Company has granted various equity-based compensation plans to certain members of the management team who are serving the company, which will be settled with either equity instruments or in cash, depending on the plan. The granted equity instruments become irrevocable when employees complete a certain service period and meet the objectives established in the incentive plan. Grifols recognizes the services received from its employees as such services are rendered during the irrevocable period, as a personnel expense in the income statement, and on the other hand, the corresponding increase in equity if the transaction is settled with equity instruments or the corresponding liability if the transaction is settled in cash, with an amount based on the value of the equity instruments.
In transactions with employees settled with equity instruments, the recognized amount corresponds to the amount that will be settled once the agreed conditions are met and will not be revised or revalued during the accrual period, as the commitment is settled in shares. If an employee resigns before the accrual period ends, they will only receive the agreed incentive in shares. The fair value of the services received is estimated by estimating the fair value of the shares granted at the grant date, net of estimated dividends to which the employee is not entitled during the performance period.
In plans settled in cash, the services received and the corresponding liability are recognized at the fair value of the liability, as of the date the recognition criteria are met. Subsequently, and until settlement, the corresponding liability will be valued at its fair value at the end of each reporting
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
period, with any changes in valuation during the period charged to the income statement. The fair value is determined by reference to the market value of the shares at the date of estimation, net of estimated dividends to which the employee is not entitled during the performance period.
The Company assumes the payment related to employees of other group companies. Therefore, the Company recognizes the accrued cost of the plan in accordance with the criteria set out above as an increase in the investment in the subsidiary with credit to the "Other equity instruments" heading if the transaction is settled with equity instruments, or as a liability if the transaction is settled in cash.
(t) Classification of assets and liabilities as current and non-current
The Company classifies assets and liabilities in the balance sheet as current and non-current. Current assets and liabilities are determined as follows
The Company takes measures to prevent, reduce or repair the damage caused to the environment by its activities.
Expenses derived from environmental activities are recognised as other operating expenses in the period in which they are incurred.
Property, plant and equipment acquired by the Company to minimise the environmental impact of its activity and protect and improve the environment, including the reduction and elimination of future pollution from the Company's activities, are recognised as assets applying the measurement, presentation and disclosure criteria described in section (e) Property, plant and equipment.
(v) Transactions between Group companies
Transactions between Group companies, except those related to mergers, spin-offs and non-cash business contributions, are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed is recognised in line with the underlying economic substance of the transaction.
In non-monetary contributions to Group companies, the contributor will value its interests at the carrying amount of the equity investments, in the consolidated financial statements at the date the transaction occurred.
Any difference between the value assigned to the interest received by the contributor and the carrying amount of the investments contributed will be recognised in reserves.
(w) Non-current assets and disposal groups held for sale
All related assets and liabilities to which active efforts have been initiated for their sale, are available in their current condition for sale, and it is highly probable that the sale will be completed within the next twelve months, are classified as held for sale. These assets are presented valued at the lower of their carrying amount and fair value less costs to sell and are not subject to depreciation from the moment they are classified as non-current assets held for sale.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
In the event of delays caused by events or circumstances beyond the control of Grifols and if there is sufficient evidence that the commitment to the plan to sell those classified as held for sale is maintained, the classification is maintained even if the period to complete the sale extends beyond one year.
Non-current assets held for sale are presented on the balance sheet under the headings "Non-current assets held for sale" for assets, and "Liabilities related to non-current assets held for sale" for liabilities, if any.
Additionally, discontinued operations are considered to be components (cash-generating units or groups of cash-generating units) representing a significant business unit or geographic area of operations that can be considered separate from the rest, which have been sold or disposed of by other means, or that meet the conditions to be classified as held for sale. Also, entities acquired solely for the purpose of resale are considered discontinued operations. The post-tax results of discontinued operations are presented in a single line of the income statement called "Profit (Loss) from discontinued operations net of taxes".
The Company merged with Gripdan Invest, S.L. and Grifols Escrow Issuer, S.A. in 2023. Gripdan Invest, S.L. was based in Barcelona and its main activities included buying and selling, intermediation, leasing, administration, and operation in any form of rural and urban properties. It also engaged in various construction projects, both public and private, including buildings and developments of all kinds. The company was also involved in the management, advice, administration, organization, and operation of projects related to the construction of real estate, its repair, and maintenance, whether on its own behalf or on behalf of third parties. Grifols Escrow Issuer, S.A., based in Barcelona, primarily offered services in the administration, management, and control of companies and businesses. Additionally, the investment in tangible assets, advisory services to any affiliated entities or those within the same group and financing activities, particularly through the issuance, negotiation, and placement of bonds.
The merger project was prepared and signed by the administrators of both companies on April 13, 2023, and registered in the Commercial Registry of Barcelona on July 7, 2023. For the purposes of the merger project, January 1, 2023, has been considered as the effective date for accounting and acquisition.
As of 31 December 2022, the Company held an investment in Gripdan Invest, S.L. amounting to Euros 24,583 thousand and in Grifols Escrow Issuer, S.A. amounting to Euros 2,667 thousand. Both companies were 100% owned by Grifols, S.A.
The breakdown of the business combination cost, the value of acquired net assets, and the excess of acquired net assets over the cost of the combination is as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| Gripdan Invest, S.L. |
Grifols Escrow Issuer, S.A. |
|||
| Business combination costs | ||||
| Investment value | 24,583 | 2,667 | ||
| Value of the acquired net assets | 20,477 | 5,050 | ||
| Reserves | (4,106) | 2,383 | ||
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
For the company Gripdan Invest, S.L., the amounts recognized at the acquisition date for assets and liabilities are based on their consolidated value obtained from consolidated financial statements prepared in accordance with the Standards for the Preparation of Consolidated Annual Accounts (NOFCAC) and are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| Consolidated values |
Assigned value | |||
| Investment property | 32,210 | 32,210 | ||
| Non-current investments | 603 | 603 29 |
||
| Deferred tax assets | 29 | |||
| Trade and other receivables | 483 | 483 | ||
| Total assets | 33,325 | 33,325 | ||
| Non-current payables | 666 | 666 | ||
| Group companies and associates, non-current | 8,573 | 8,573 | ||
| Deferred tax liabilites | 2,983 | 2,983 | ||
| Group companies and associates, current | 624 | 624 | ||
| Trade and other payables | 2 | 2 | ||
| Total liabilities | 12,848 | 12,848 | ||
| Total net assets | 20,477 | 20,477 | ||
| Total net assets acquired | 20,477 |
For the company Grifols Escrow Issuer, S.A., the amounts recognized at the acquisition date for assets and liabilities are based on their consolidated value obtained from consolidated financial statements prepared in accordance with the Standards for the Preparation of Consolidated Annual Accounts (NOFCAC) and are as follows:
| Thousand Euros | |||
|---|---|---|---|
| Consolidated values |
Assigned value | ||
| Non-current investments in Group companies and associates | 2,017,065 | 2,017,065 | |
| Deferred tax assets | 5,799 | 5,799 | |
| Current investments in Group companies and associates | 25,698 | 25,698 | |
| Total assets | 2,048,562 | 2,048,562 | |
| Non-current payables | 2,025,448 | 2,025,448 | |
| Current payables | 17,843 | 17,843 | |
| Group companies and associates, current | 215 | 215 | |
| Trade and other payables | 6 | 6 | |
| Total liabilities | 2,043,512 | 2,043,512 | |
| Total net assets | 5,050 | 5,050 | |
| Total net assets acquired | 5,050 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The information required in accordance with the provisions of article 86 of chapter VII of the Corporate Tax Law 27/2014, of November 27, in relation to the merger operations described above, is detailed below.
The merger has been subject to the tax neutrality regime.
The balance sheet of the companies Gripdan Invest, S.L. and Grifols Escrow Issuer, S.A. is attached in Appendix XIII.
| Thousand Euros | |||||
|---|---|---|---|---|---|
| Cost/Acquisition year | Accumulated | ||||
| Investment property | 2011 | 2022 | Total Cost | amortisation | Net value |
| Land | 16,521 | — | 16,521 | — | 16,521 |
| Buildings | 20,121 | 32 | 20,153 | (16,394) | 3,759 |
| Total cost | 36,642 | 32 | 36,674 | (16,394) | 20,280 |
For the merger of Gripdan Invest, S.L., the land and buildings have been incorporated into the Company for a value of Euros 32,210 thousand (consolidation value recognized in Grifols, S.A. according to local accounting regulation), while the value in the absorbed company was Euros 20,280 thousand. Additionally, and related to this difference, a deferred tax liability of Euros 2,983 thousand has also been recognized.
For the merger of Grifols Escrow Issuer, S.A., all assets and liabilities have been incorporated into the Company for the same book value as those recorded in the absorbed company.
There were no tax benefits in the absorbed companies that were incorporated into Grifols, S.A.
In the case of Gripdan Invest, S.L., there were no tax credits pending compensation.
In the case of Grifols Escrow Issuer, S.A., there were tax credits worth 5,614 thousand euros for limitation of financial expenses and 185 thousand euros for negative tax bases generated in the year 2022. As of 1 January 2023, the entire tax credits were activated in the absorbed company.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of intangible assets and movement are as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | Computer software |
Total | |
| Cost at 1 January 2024 | 92,507 | 92,507 | |
| Additions | 9,363 | 9,363 | |
| Transfers | 1,683 | 1,683 | |
| Cost at 31 December 2024 | 103,553 | 103,553 | |
| Accumulated amortisation at 1 January 2024 | (72,566) | (72,566) | |
| Amortisations | (7,028) | (7,028) | |
| Transfers | — | — | |
| Accumulated amortisation at 31 December 2024 | (79,594) | (79,594) | |
| Carrying amount at 31 December 2024 | 23,959 | 23,959 |
| Thousand Euros | |||
|---|---|---|---|
| 2023 | Other items | Computer software |
|
| Cost at 1 January 2023 | 87,257 | 87,257 | |
| Additions | 3,911 | 3,911 | |
| Transfers | 1,339 | 1,339 | |
| Cost at 31 December 2023 | 92,507 | 92,507 | |
| Accumulated amortisation at 1 January 2023 | (64,044) | (64,044) | |
| Amortisations | (7,592) | (7,592) | |
| Transfers | (930) | (930) | |
| Accumulated amortisation at 31 December 2023 | (72,566) | (72,566) | |
| Carrying amount at 31 December 2023 | 19,941 | 19,941 |
The cost of fully amortised intangible assets in use as of December 31, is as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Computer software | 69,347 | 60,033 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Fully amortised computer software in use as of 31 December 2024 and 2023 mainly reflects computer licences.
Details of property, plant and equipment and movement are provided in Appendix I.
(a) Capitalised borrowing costs
During 2024 the Company has capitalised borrowing costs in investments in progress amounting to Euros 308 thousand (Euros 620 thousand in 2023) (see Note 4(c)).
(b) Fully depreciated assets
Details of the cost of fully depreciated property, plant and equipment in use at 31 December are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Technical installations and machinery | 6,713 | 6,253 | ||
| Other installations, equipment and furniture | 14,805 | 13,113 | ||
| Other property, plant and equipment | 27,890 | 20,640 | ||
| 49,408 | 40,006 |
The Company has taken out insurance policies to cover the risk of damage to its property, plant and equipment. These policies amply cover the net carrying amount of the Company's assets.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of and movements in investment property have been as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | Land | Buildings and other installations |
Investments in adaption and advances |
Total |
| Cost at 1 January 2024 | 46,776 | 111,759 | 6,316 | 164,851 |
| Additions | — | 92 | 510 | 602 |
| Disposals | — | (233) | — | (233) |
| Transfers | — | 1,696 | (3,910) | (2,214) |
| Cost at 31 December 2024 | 46,776 | 113,314 | 2,916 | 163,006 |
| Accumulated amortisation at 1 January 2024 | — | (55,874) | — | (55,874) |
| Amortisations | — | (4,818) | — | (4,818) |
| Disposals | — | 18 | — | 18 |
| Accumulated amortisation at 31 December 2024 | — | (60,674) | — | (60,674) |
| Carrying amount at 31 December 2024 | 46,776 | 52,640 | 2,916 | 102,332 |
| Thousand Euros | ||||
|---|---|---|---|---|
| 2023 | Land | Buildings and other installations |
Investments in adaption and advances |
Total |
| Cost at 1 January 2023 | 28,191 | 96,626 | 6,748 | 131,565 |
| Additions | 3 | 163 | 1,072 | 1,238 |
| Business combinations (Note 5) | 18,482 | 13,728 | — | 32,210 |
| Disposals | — | (92) | — | (92) |
| Transfers | 100 | 1,334 | (1,504) | (70) |
| Cost at 31 December 2023 | 46,776 | 111,759 | 6,316 | 164,851 |
| Accumulated amortisation at 1 January 2023 | — | (51,107) | — | (51,107) |
| Amortisations | — | (4,859) | — | (4,859) |
| Disposals | — | 92 | — | 92 |
| Accumulated amortisation at 31 December 2023 | — | (55,874) | — | (55,874) |
| Carrying amount at 31 December 2023 | 46,776 | 55,885 | 6,316 | 108,977 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
During fiscal year 2023, following the merger with Gripdan Invest S.L. (see Note 5) a land with a value of Euros 18,482 thousand and buildings and other facilities with a value of Euros 13,728 thousand had been incorporated.
The cost of fully depreciated investment property in use at 31 December is as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Buildings | 4,229 | 4,229 | |
| Other installations | 40,134 | 39,356 | |
| 44,363 | 43,585 |
The Company assigns the use of the premises and installations that it owns and leases from third parties to its Spanish subsidiaries as indicated in Notes 10, 11 and 26.
The Company has taken out insurance policies to cover the risk of damage to its investment property. The coverage of these policies is considered sufficient.
The Company has leased the following types of property, plant and equipment and investment property under finance leases:
| Thousand Euros | ||||
|---|---|---|---|---|
| Other property, plant and equipment |
Total | |||
| Initially recognised at: | ||||
| Fair value | 117 | 117 | ||
| Accumulated depreciation | (74) | (74) | ||
| Carrying amount at 31 December 2024 | 43 | 43 | ||
| Initially recognised at: | ||||
| Fair value | 117 | 117 | ||
| Accumulated depreciation | (52) | (52) | ||
| Carrying amount at 31 December 2023 | 65 | 65 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Future minimum lease payments are reconciled with their present value as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Future minimum payments | 22 | 54 | |
| Unaccrued finance costs | (1) | (2) | |
| Present value | 21 | 52 |
Details of minimum payments and the present value of finance lease liabilities, by maturity date, are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Minimum payments |
Present value | Minimum payments |
Present value | |
| Less than one year | — | — | 25 | 25 |
| One to five years | 26 | 21 | 29 | 27 |
| 26 | 21 | 54 | 52 | |
| Less current portion | — | — | (25) | (25) |
| Total non-current | 26 | 21 | 29 | 27 |
As of 31 December 2024 and 2023, the Company leased to third parties and to a related company several office buildings.
As of 31 December 2024 and 2023 the most significant lease agreement relates to the offices located in Sant Cugat del Vallès (Barcelona) (SC1, SC2, SC3, SC4 and SC5) with a related company. The duration of the contracts extends until 1 March 2045 with obligatory compliance (until 9 February 2045, for SC5), with tacit renewals of 5 years. Cancellation must be notified by giving 6 months' notice.
Operating lease payments have been recognised as an expense for the year as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Lease payments (recognised as an expense) | 7,595 | 7,673 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Future minimum payments under non-cancellable operating leases are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Less than one year | 8,096 | 7,916 | ||
| One to five years | 28,215 | 27,114 | ||
| Over five years | 104,369 | 107,709 | ||
| 140,680 | 142,739 |
The Company uses part of these premises for its own use and the rest are assigned for use to its Spanish subsidiaries (see Note 8(c)).
As described in Note 8(c), Note 10 and Note 26, the Company assigns the use of the premises and installations that it owns and leases from third parties to its Spanish subsidiaries.
Services included in the assignment for use agreements are surveillance, cleaning of common areas, greeting and messaging, maintenance and water, energy and gas supplies. In order to take advantage of these services, the Spanish subsidiaries will use the premises in accordance with the statutory activity.
Contracts signed with its subsidiaries are renewed automatically on an annual basis and can be cancelled at any time with three months' prior notice. The minimum non-cancellable amount receivable totals Euros 8,898 thousand as of 31 December 2024 (Euros 8,794 thousand in 2023).
(a) Financial risk factors
The Company's activities are exposed to various financial risks: market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk, and cash flow interest rate risk. The Company's global risk management programme focuses on uncertainty in the financial markets and aims to minimise potentially adverse effects on the Company's profits.
The Company's risk management policies are established in order to identify and analyse the risks to which the Company is exposed, establish suitable risk limits and controls, and control risks and compliance with limits. Risk management procedures and policies are regularly reviewed to ensure they take into account changes in market conditions and in the Company's activities. The Company's management procedures and rules are designed to create a strict and constructive control environment in which all employees understand their duties and obligations.
The Group's Audit Committee supervises how management controls compliance with the Group's risk management procedures and policies and reviews whether the risk management policy is suitable considering the risks to which the Group is exposed. This committee is assisted by Internal Audit which acts as supervisor. Internal Audit performs regular and ad hoc reviews of the risk management controls and procedures and reports its findings to the Audit Committee.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Market risk is the risk that changes in market prices, for example, exchange rates, interest rates or the prices of equity instruments, affect the Company's subsidiaries revenues or the value of the financial instruments that the Company holds. The objective of managing market risk is to manage and control the Company and its subsidiaries exposure to this risk within reasonable parameters at the same time as optimizing returns
The Company is not exposed to market risks associated with non-financial assets. Even though, the Group is exposed to the price risk affecting raw materials, that is mitigated by the vertical integration of the hemoderivatives business in a highly-concentrated industry.
The Company operates internationally and is therefore exposed to currency risk when operating with foreign currencies, especially with regard to the US Dollar. Currency risk is associated with recognised assets and liabilities, and net investments in foreign operations.
The Company holds several investments in foreign operations, the net assets of which are exposed to currency risk. Currency risk affecting net assets of the Company's foreign operations in US Dollars is mitigated primarily through borrowings in the corresponding foreign currency.
Details of financial assets and liabilities denominated in foreign currency, as well as transactions denominated in foreign currency are presented in the Notes 15 and 22.
At 31 December 2023, as mentioned in Note 16, the debt in US dollars was covered by the crosscurrency swaps contracted to cover the exposure to the associated exchange rate risk.
At 31 December 2024, had the US Dollar weakened by 10% against the Euro, with the other variables remaining constant, post-tax profit would have been Euros 2,120 thousand higher, mainly as a result of converting payables to Group companies (Euros 5,512 thousand higher at 31 December 2023).
The Company's financial assets mainly comprise the trade receivables from and loans to Group companies. The Company considers that its financial assets are not significantly exposed to credit risk.
Regarding the Company's subsidiaries, credit risk is the risk in the event that a customer or counterparty to a financial instrument fails to discharge a contractual obligation, and mainly results from trade receivables and investments in financial assets. At 31 December 2024,the impairment of those assets has not been significant.
Liquidity risk is the risk to not meet the financial obligations as they fall due. Management approach to managing liquidity is to ensure where possible, that the Company always has sufficient liquidity to settle its obligations at the maturity date, both in normal conditions and in times of tension, to avoid incurring unacceptable losses or tarnishing the Group's reputation.
Management manages liquidity risk on a prudent basis, based on availability of cash and sufficient committed unused long-term credit facilities, enabling the Group to implement its business plans and carry out operations using stable and secure sources of financing.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The main contractual obligations existing at the end of the year mainly comprise financial debt obligations with repayments of principal and interests, in the long term mostly (see Note 22).
The Group's treasury budget anticipates meeting all its commitments in the next 12 months.
Additionally, as of 31 December 2024, the Grifols Group has a total of cash and other cash equivalents amounting to Euros 979,780 thousand (Euros 529,577 thousand as of 31 December 2023). Furthermore, the Group has approximately Euros 1,279,308 thousand in unused credit lines (Euros 615,328 thousand as of 31 December 2023) including Euros 1,230,308 thousand from the revolving credit line (Euros 544,729 thousand as of 31 December 2023). The Credit Agreement establishes a limitation on the disposition of the "revolving line" that has not been exceeded as of 31 December 2023 and 2024.
Details of financial liabilities by contractual maturity date are provided in Notes 15 and 22(e).
Interest rate risk arises on loans extended to Group companies and current and non-current borrowings. Borrowings and loans extended at variable interest rates expose the Company to cash flow interest rate risks. Fixed-rate borrowings expose the Company to fair value interest rate risk.
The objective of interest rate risk management is to achieve a balance in the structure of the debt, keeping part of the external resources issued at a fixed rate and covering part of the variable rate debt extending loans to Group companies.
At 31 December 2024 had interest rates been 100 basis points higher/lower, with the other variables remaining constant, post-tax profit would have been Euros 21,052 thousand lower/higher, mainly because of higher borrowing costs on variable interest debt (Euros 24,782 thousand at 31 December 2023).
Notes to the Annual Accounts
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of investments in equity instruments of Group companies and Associates are as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Non-current | Non-current | ||
| Group companies and associates | |||
| Equity investments | 3,703,449 | 4,113,297 | |
| Impairment | (152,383) | (142,502) | |
| 3,551,066 | 3,970,795 |
Both shareholders committed to contribute in future capital increases based on their ownership, until the subsidiary has a share capital of US Dollars 300,000 thousand. These increases will be done as far as the subsidiary requires it and with the approval of the shareholders.
• In 2024, it has been registered an impairment of the investment in Grifols Viajes, S.A. amounting Euros 170 thousand , Aigües Minerals de Vilajuïga, S.A. amounting Euros 1,266 thousand and Kiro Grifols, S.L. amounting Euros 33,410 thousand. Additionally, a reversal of impairment was recorded in the investment of Laboratorios Grifols, S.A. amounting Euros 24,965 thousand.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Both shareholders committed to contribute in future capital increases based on their ownership, until the subsidiary has a share capital of US Dollars 300,000 thousand. These increases will be done as far as the subsidiary requires it and with the approval of the shareholders.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(a) Investments in Group companies
Details of investments in Group companies are provided in Appendix II.
Subsidiaries' activities comprise the following:
The percentage ownerships included in Appendix II reconcile with the voting rights the Company has in its subsidiaries, except for: Medion Grifols Diagnostic AG, Grifols Diagnostics Solutions Inc., Grifols HK Limited and Diagnostic Grifols, S.A (information disclosed in Appendix II) and Grifols Thailand, Ltd. (48% ownership) in which the Company has majority voting rights through the type of shares and a contract entered into with the other shareholder.
The functional currencies of foreign operations are the currencies of the countries in which they are domiciled, except for Grifols Worldwide Operations Limited, Grifols Asia Pacific Pte. Ltd. and Grifols Canada Ltd the functional currency of which is the US Dollar.
At the end of the year, the Company assesses whether there are signs of impairment in each of the investments in group companies and associates.
For investments in group companies and associates with signs of impairment, an estimate of the recoverable value is made, based on the present value of 5-year future cash flows approved by Management that are estimated to be received from each investment in its functional currency, discounted at a discount rate that includes the inherent risk, considering the net financial position and converting the euros at the closing exchange rate.
When estimating the recoverable value, Management considered the gross margin based on the past performance and the current situation, the ongoing investments, and the national market performance expectations.
Cash flows estimated as of the year in which stable growth in the financial investments has been reached are extrapolated using the estimated growth rates indicated below. Perpetual growth rates are consistent with the industry reports forecasts and the countries where the investee companies operate.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The key assumptions used in impairment testing of the equity investments for 2024 were as follows:
| Perpetual growth rate |
Pre-tax discount rate | |
|---|---|---|
| Grifols Australia Pty Ltd. | 2.2% | 11.9% |
| Grifols UK, Ltd. | 1.6% | 12.1% |
| Kiro Grifols, S.L. | 1.6% | 11.6% |
| Laboratorios Grifols, S.A. | 1.6% | 10.8% |
| Grifols Portugal, Lda. | 1.9% | 9.4% |
| Grifols Egypt for Plasma Derivatives (S.A.E.) | 3.0% | 19.6% |
The discount rate used reflects specific risks relating to the equity investments and the countries in which they operate. The main assumptions used for determining the discount rate are as follows:
Only for those investments in companies that, due to the specific nature of their activity do not have estimates of future cash flows, impairment has been calculated by comparing their equity value at the end of the year with the net book value of the investment.
In 2024, as a result of the impairment test performed, the Company recorded an impairment of the investments in:
| Thousand Euros | |||
|---|---|---|---|
| Investment | Impairment | Reversal of impairment |
|
| Laboratorios Grifols, S.A. | — | 24,965 | |
| Grifols Viajes, S.A. | 170 | — | |
| Aigües Minerals de Vilajuïga, S.A. | 1,266 | — | |
| Kiro Grifols, S.L. | 33,410 | — | |
| Total | 34,846 | 24,965 |
In the current economic context, the reasonably possible changes considered for equity investments are a variation in the discount rate (+/-50bps), as well as in the estimated perpetual growth rate (+/-50bps), except in the case of Grifols Egypt Plasma Derivatives (S.A.E) where a variation of (+/-100bps) has been considered, with independent analyses for each.
The reasonably possible changes in key assumptions considered by management in the calculation of the equity investments recoverable amount would cause their carrying amount to exceed the recoverable amount as follows:
| Potential impairment | Perpetual growth rate |
Pre-tax discount rate |
|---|---|---|
| -50bps | +100bps | |
| Grifols Egypt Plasma Derivatives (S.A.E) | —% | 7% |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(b) Other Information
The subsidiaries with direct and indirect participation, will be audited/reviewed by the associates of Deloitte S.L. in the countries in which they are located, except for Grifols Argentina, S.A. (audited by Alexia Consulting group, S.R.L.), Kiro Grifols, S.L. (audited by LKS Auditores, S.L.P.), Grifols Colombia Lda (audited by KPMG Colombia), and Grifols Egypt for Plasma Derivatives (S.A.E.) (audited by KPMG Egypt).
AlbaJuna Therapeutics, S.L., Albimmune, S.L., Aigües Minerals de Vilajuïga, S.A., Araclon Biotech, S.L., Grifols Biotest Holdings GmbH, Grifols Japan, K.K., Grifols Korea Co. Ltd, Grifols México, S.A., Grifols Pyrenees Research Center, S.L., Grifols Viajes, S.A. y Plasmavita Healthcare II GmbH have not been audited.
All the financial assets in investments in equity instruments of group companies and associates have been classified as financial assets at cost.
(a) Classification of financial assets by category
The classification of financial assets by category and class and a comparison of the fair value and the carrying amount are provided in Appendix III.
(b) Net losses and gains by category of financial asset
Net losses and gains by category of financial asset are as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | Financial asset at amortised cost |
Financial asset at fair value with changes through equity |
Total |
| Finance income at amortised cost, Group companies | 445,825 | — | 445,825 |
| Finance income at amortised cost | 8,080 | 2,060 | 10,140 |
| Net gains in profit and loss | 453,905 | 2,060 | 455,965 |
| 453,905 | 2,060 | 455,965 |
| Thousand Euros | ||||
|---|---|---|---|---|
| 2023 | Financial asset at amortised cost |
Financial asset at fair value with changes through equity |
Total | |
| Finance income at amortised cost, Group companies | 369,527 | — | 369,527 | |
| Finance income at amortised cost | 10,219 | — | 10,219 | |
| Net gains in profit and loss | 379,746 | — | 379,746 | |
| 379,746 | — | 379,746 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of investments in Group companies and related parties are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Non-current | Current | Non-current | Current | |
| Group | ||||
| Loans | 8,287,085 | — | 7,231,679 | 13,076 |
| Receivables, tax effect (Note 24) | — | 56,690 | — | 29,179 |
| Interest | — | 104,493 | — | 5,629 |
| Other loans | — | 67,798 | — | — |
| 8,287,085 | 228,981 | 7,231,679 | 47,884 |
As of 31 December 2024, the Company has several loans with Group companies. The most significant loans are:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Maturity | Currency | Principal | Principal | |
| 2024 | Euros | — | 13,076 | |
| 2025 | Euros | — | 1,850,932 | |
| 2026 | Euros | 4,582 | 13,076 | |
| 2027 | Euros | 1,591,896 | 1,955,667 | |
| 2028 | Euros | — | — | |
| 2029 | Euros | — | — | |
| 2030 | Euros | 2,600,000 | — | |
| 4,196,478 | 3,832,751 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of investments are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Non-current | Current | Non-current | Current | |
| Equity instruments | 416,131 | — | — | — |
| Other current financial assets | 395 | — | 423 | — |
| Financial instruments derivatives (Note 16) | 1,177 | 309 | 1,043 | 20,884 |
| Deposits and guarantees | 1,193 | 2,443 | 1,248 | 33 |
| 418,896 | 2,752 | 2,714 | 20,917 |
As a result of the RAAS sale transaction (see Note 17), the remaining 6.58% shareholding was classified under long-term financial investments and is considered a financial asset valued at fair value through equity. At the closing of the transaction it was valued at Euros 434,481 thousand. As of December 31, 2024, this fair value has been restated based on the listed value of the shares at the date (CNY 7.22 per share), so that it was valued at Euros 416,131 thousand. The adjustment for change in value recorded in equity during 2024 amounted to Euros 18,350 thousand.
Financial instruments derivatives as of 31 December 2024 and 2023, includes mainly an exchange rate derivative through equity account with financial entities, see Note 16.
As of 31 December 2024 and 2023, Euros 943 thousand of guarantees and deposits are associated with leases with Centurion Real Estate S.A.U., a related party of Grifols S.A. (see Note 26).
Details of trade and other receivables are as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Current | Current | ||
| Group | |||
| Trade receivables (Note 26) | 30,578 | 50,952 | |
| Related parties | |||
| Other receivables (Note 26) | — | 5,609 | |
| Unrelated parties | |||
| Trade receivables | 1,496 | 581 | |
| Other receivables | 410 | 274 | |
| Personnel | 220 | 127 | |
| Taxation authorities, income tax (Note 24) | 16,453 | 12,303 | |
| Public entities, other (Note 24) | 30,728 | 10,027 | |
| 79,885 | 79,873 |
Taxation authorities, income tax and Public entities, other, as of 31 December 2024 and 2023 corresponds almost fully to the reimbursement of the value added tax. The Company files consolidated VAT and income tax returns and is the head of the consolidation group.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of monetary financial assets denominated in foreign currencies are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | US Dollar | Other | Total | |
| Long-term investments in associated and group companies | 678,602 | — | 678,602 | |
| Total non-current financial assets | 678,602 | — | 678,602 | |
| Short-term investments in associated and group companies | 4,259 | 65 | 4,324 | |
| Trade and other receivables | ||||
| Trade receivables – current | 165 | — | 165 | |
| Trade receivables from Group companies and associates – current | 3,581 | — | 3,581 | |
| Total current financial assets | 8,005 | 65 | 8,070 | |
| Total financial assets | 686,607 | 65 | 686,672 |
| Thousand Euros | |||
|---|---|---|---|
| 2023 | US Dollar | Other | Total |
| Trade and other receivables | |||
| Trade receivables – current | 153 | — | 153 |
| Trade receivables from Group companies and associates – current | 3,328 | 100 | 3,428 |
| Total current financial assets | 3,481 | 100 | 3,581 |
| Total financial assets | 3,481 | 100 | 3,581 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of exchange differences recognised in profit or loss on financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| Thousand Euros | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Settled | Outstanding | Settled | Outstanding | ||
| Non-current investmentsin Group companies and associates | 45,669 | — | — | — | |
| Total non-current financial assets | 45,669 | — | — | — | |
| Trade and other receivables Trade receivables – current |
(8) | 10 | 18 | (6) | |
| Trade receivables from Group companies – current Cash and cash equivalents |
304 | 227 | (1,094) | 1 | |
| Cash | (23,138) | — | (856) | — | |
| Total current financial assets | (22,842) | 237 | (1,932) | (5) | |
| Total financial assets | 22,827 | 237 | (1,932) | (5) |
The Company uses financial derivatives to hedge against the risk that the future cash flows are exposed. During the current period, the Company considered that the requirements detailed in Note 4, regarding the registration and valuation rules, have been fulfilled in order to classify the financial instruments detailed below as hedging instruments.
The Company performs an analysis to assess to what extent the changes in the cash flows of the hedging instrument would offset the changes in the cash flows of the hedged item attributable to the risk that is intended to be hedged. Taking this analysis into account, the Company determines the existence of the economic relationship and the coverage ratio.
At the year-end, the Company analyses the ineffectiveness and assesses whether an economic relationship continues to exist or whether the set hedge ratio is appropriate. The possible sources of ineffectiveness considered by the Company to determine the hedging relationship and the hedge ratio are:
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(a) Cash flow hedge
As of 31 December 2024, he Company held the following hedging instruments:
| Thousand Dollars |
Thousand Euros | |||||||
|---|---|---|---|---|---|---|---|---|
| Ineffectiveness | Hedging instrument fair value |
|||||||
| Hedged item | Hedging instrument |
Hedged risk | Type | Notional value |
Due date1 | recognised in profit or loss |
Asset | Liability |
| Energy price | Energy swap | Energy price | Energy swap | 2032 | 75 | 1,486 | — | |
| 1,486 | — |
(1) The maturity of the hedging instrument matches with the year when the cash flows are expected to occur and affect the profit and loss account.
As of 31 December 2024, the balance of assets contains Euros 1,177 thousand as long-term derivatives and Euros 309 thousand as short-term derivatives.
As of 31 December 2023, the Company held the following hedging instruments:
| Thousand Dollars |
Thousand Euros | |||||||
|---|---|---|---|---|---|---|---|---|
| Ineffectiveness | Hedging instrument fair value |
|||||||
| Hedged item | Hedging instrument |
Hedged risk | Type | Notional value |
Due date1 | recognised in profit or loss |
Asset2 | Liability |
| Liabilities issued in USD |
Currency swap | USD/EUR exchange rate |
USD purchase | 150,000 | 2024 | — | 5,945 | — |
| Liabilities issued in USD |
Currency swap | USD/EUR exchange rate |
USD purchase | 150,000 | 2024 | — | 5,940 | — |
| Liabilities issued in USD |
Currency swap | USD/EUR exchange rate |
USD purchase | 200,000 | 2024 | — | 7,919 | — |
| Liabilities issued in USD |
Currency swap | USD/EUR exchange rate |
USD purchase | 205,000 | 2024 | (620) | — | 7,712 |
| Energy price | Energy swap | Energy price | Energy swap | — | 2032 | (21) | 1,529 | — |
| 21,333 | 7,712 |
(1) The maturity of the hedging instrument matches with the year when the cash flows are expected to occur and affect the profit and loss account.
(2) The balance sheet caption "Short-term derivatives" includes Euros 594 thousand corresponding to the initial cost that is accrued over the life of the instrument.
As of December 31, 2023, the balance of assets contains Euros 1,043 thousand as long-term derivatives and Euros 20,884 thousand as short-term derivatives. The liability balance is short-term.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The breakdown of the amounts recorded in equity and in the profit or loss account in 2024 and 2023 are as follows:
| Thousand Euros | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Initial balance of hedging operations in Equity | (3,734) | (4,780) | |||
| Income and expense recognised directly in equity | 1,925 | 15,175 | |||
| Amounts transferred to the income statement | |||||
| Recycling of interest expense | 792 | 1,150 | |||
| Hedging reversal | 2,304 | 1,520 | |||
| Recycling of exchange rate differences | (1,305) | (16,799) | |||
| Settlement | 288 | — | |||
| Closing balance of hedging operations in Equity | 270 | (3,734) |
As of 31 December 2024 and 2023, cash flow hedges with their notional or contractual values, and their fair values, were as follows:
| Thousand Dollars |
Thousand Euros | ||||
|---|---|---|---|---|---|
| Notional value | 2025 | 2026 | Net fair value |
||
| Interest rate and/or currency swaps: | |||||
| Cash flow hedges | — | — | — | — | |
| — | — | — | — | ||
| Thousand Dollars |
Thousand Euros | ||||
| Notional value | 2024 | 2025 | Net fair value |
||
| Interest rate and/or currency swaps: | |||||
| Cash flow hedges | 705 | 12,092 | — | 12,092 | |
| 705 | 12,092 | — | 12,092 |
The loan signed with the Group company, Grifols Escrow Issuer, S.A. amounting to US Dollars 687.4 million and maturing in October 2028, was hedged through currency swaps that convert the face value of the loan and the interest to be settled from US Dollars to Euros. During 2024, the hedge item has changed to the senior unsecured notes in US Dollars absorbed in the merger with Grifols Escrow Issuer, S.A. (see Note 5).
The characteristics of the financial derivatives are as follows:
• On 28 June 2022 the Company entered into a fixed-for-fixed currency swap agreement with due date 15 October 2024. The agreement set the exchange of currency flows EUR-USD under the following terms:
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
In September 2024, the cross currency swap was terminated in advance.
In relation to the sale of shares in SRAAS (see Note 17) and with the aim of reducing exposure to EUR/RMB exchange rate fluctuations and ensuring the amount received in euros, the Company has entered into a derivative valued at fair value with changes recognized in the profit and loss account
At the beginning of the 2023, the Company has entered into a hedge for the variation in the price of electricity. This contract has been entirely used to hedge the purchase price of electric energy against potential market price increases. The derivatives hedging the energy price meet the requirements for hedge accounting, and therefore, variations in the value of this financial instrument are recorded (net of taxes) in equity.
On December 29, 2023, Grifols reached an agreement with Haier Group Corporation for the sale of a 20% equity interest in Shanghai RAAS (SRAAS) for RMB 12,500,000 thousand. As of December 31, 2023, such stake subject to the sale transaction was considered as a "Non-current asset held for sale" in the amount of Euro 1,360,089 thousand.
On June 18, 2024, after obtaining the necessary authorizations from the required regulatory authorities and fulfilling certain agreed-upon conditions, the sale took place for an amount of RMB 12,163,730 thousand, net of taxes paid in China (Euros 1,564,256 thousand at the exchange rate on the transaction date). To reduce exposure to EUR/RMB exchange rate fluctuations and ensure the amount received in euros, Grifols contracted a EUR/RMB forward exchange rate financial instrument (Fx Forward), which was not recorded as hedge accounting.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
On July 5, 2024, these funds were deposited into a Grifols Euro bank account, amounting to Euros 1,559,943 thousand at the contracted Forward exchange rate, recognizing a foreign exchange loss of Euros 17,790 thousand, presented under the heading ' Exchange Differences,' and a financial gain from the derivative of Euros 13,476 thousand, recognized under the heading 'Fair Value adjustments in Financial Instruments' (see Note 16). These funds have been used to reduce the Group's debt.
As a result of this sale transaction, the Company loses its significant influence in its stake in SRAAS upon the closing of the transaction. The remaining 6.58% stake in SRAAS shares is considered a financial asset measured at fair value with changes in equity (see Note 15(b)), whose fair value at the transaction date was calculated based on the SRAAS share price on that date amounting to Euros 434,481 thousand Additionally, Grifols loses its indirect 11.79% stake in GDS capital that it held through its stake in SRAAS.
Finally, as part of the transaction, the Company signed the following agreements:
The impact of the transaction on the income statement for the year 2024 was as follows:
| Thousand Euros | |
|---|---|
| Sales price | 1,607,500 |
| Fair value of 6,58% in SRAAS | 434,481 |
| Less: carrying value Non-current asset held for sale and transaction costs | (1,390,604) |
| Less: carrying value Investments in equity instruments of associates (see Note 13) | (447,262) |
| Less: Other obligations assumed (see Note 18) | (10,433) |
| Result before reclassification of exchange differences | 193,682 |
| Cumulative exchange differences in shareholders' equity | 53,018 |
| Result of the transaction (gain) | 246,700 |
| Income tax in China and Spain | (34,544) |
| Net income tax result | 212,156 |
As of 31 December 2024 and 2023 prepayments include mainly insurance premium and maintenance prepayments.
As a result of the voting proxy agreement signed during the sale of shares of SRAAS (see Note 17), the Company recognized a deferred income amounting Euros 10,433 thousands, which will be amortized over 3 years as this is the period during which Haier and Grifols have agreed not to transfer their shares in SRAAS. As of 31 December 2024, an income of Euros 1,855 thousand was recognized in the caption "Other operating income" in the income statement.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of equity and movement during the year are shown in the statement of changes in equity.
As of 31 December 2024 and 2023, amounts to Euros 119,603,705 and is represented by:
Our Class B shares have substantially similar dividend and other economic rights as our Class A shares, but differ from the Class A shares in some important respects that are outlined below.
Holders of our Class B shares generally do not have voting rights, except with respect to certain extraordinary matters, with respect to which approval by a majority of our outstanding Class B shares is required.
Notwithstanding the lack of voting rights of our Class B shares generally, resolutions on the matters detailed below (each, an"extraordinary matter") require the approval of a majority of our outstanding Class B shares.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Class A shares relative to our Class B shares, or that affects the provisions in the Articles of Association relating to our Class B shares).
The general shareholders' meeting has the power to decide on all matters assigned to it by law or by the Articles of Association and, in particular, without limitation to the foregoing, shall be the only corporate body or office entitled to decide on these extraordinary matters.
Each of our Class B shares entitles its holder to receive a minimum annual preferred dividend out of the distributable profits at the end of each fiscal year the share is outstanding equal to Euros 0.01 per Class B share. In any given fiscal year, we will pay a preferred dividend to the holders of our Class B shares before any dividend out of the distributable profits for such fiscal year is paid to the holders of our Class A shares. The preferred dividend on all issued Class B shares will be paid by us within the nine months following the end of that fiscal year, in an amount not to exceed the distributable profits obtained by us during that fiscal year.
If, during a fiscal year, we have not obtained sufficient distributable profits to pay in full, out of those profits, the preferred dividend on all the Class B shares outstanding, the preferred dividend amount exceeding the distributable profits obtained by us will not be paid and will not be accumulated as a dividend payable in the future.
Lack of payment, total or partial, of the preferred dividend during a fiscal year due to insufficient distributable profits to pay in full the preferred dividend for that fiscal year will not cause our Class B shares to recover any voting rights.
Each Class B share is entitled to receive, in addition to the preferred dividend referred to above, the same dividends and other distributions (in each case, whether in cash, securities of Grifols or any of our subsidiaries, or any other securities, assets or rights) as one Class A share. Each Class B share is treated as one Class A share for the purpose of any dividends or other distributions made on our Class A shares, including as to the timing of the declaration and payment of any such dividend or distribution.
Each holder of our Class B shares is entitled to redeem those shares as set forth in this section if a tender offer for all or part of our share capital is made and settled (in whole or in part), except if holders of our Class B shares were entitled to (i) participate in such offer and (ii) have their shares acquired in such offer equally and on the same terms as holders of our Class A shares (including, without limitation, for the same consideration).
Upon the closing and settlement (in whole or in part) of a tender offer for our shares in which holders of our Class B shares were not entitled to (i) participate and (ii) have their shares acquired in such offer equally and on the same terms as holders of our Class A shares (including, without limitation, for the same consideration), the redemption process will follow the process detailed below.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
to the one-year EURIBOR plus 300 basis points. For the purposes of this calculation, the amount in euro corresponding to any non-cash consideration paid in the tender offer will be the market value of such non-cash consideration as of the date the tender offer is first settled. The calculation of such market value shall be supported by at least two independent experts designated by us from auditing firms of international repute.
The number of our Class B shares redeemed shall not represent a percentage over our total Class B shares issued and outstanding at the time the tender offer is made in excess of the percentage that the sum of our Class A shares (i) to which the tender offer is addressed, (ii) held by the offerors in that offer and (iii) held by persons acting in concert with the offerors or by persons having reached an agreement relating to the offer with the offerors represent over the total Class A shares issued and outstanding at the time the tender offer causing the redemption of our Class B shares is made.
Payment of the redemption price will be subject to us having sufficient distributable reserves but, after a tender offer occurs and until the redemption price for our Class B shares is paid in full, we will not be able to declare or pay any dividends nor any other distributions to our shareholders (in each case, whether in cash, securities of Grifols or any of our subsidiaries, or any other securities,assets or rights).
Each Class B share entitles its holder to receive, upon our winding-up and liquidation, an amount equal to the sum of (i) the nominal value of such Class B share and (ii) the share premium paid up for such Class B share when it was subscribed for.
We will pay the liquidation amount to the holders of our Class B shares before any amount on account of liquidation is paid to the holders of our Class A shares.
Each of our Class B shares entitles its holder to receive, in addition to the liquidation preference amount, the same liquidation amount paid for a Class A share.
Each Class B share entitles its holder to the same rights (including preferential subscription rights and free allotment rights) as one Class A share in connection with any issuance, granting or sale of (i) any shares in Grifols, (ii) any rights or other securities exercisable for, exchangeable or convertible into shares in Grifols or (iii) any options, warrants or other instruments giving the right to the holder thereof to purchase, convert, subscribe or otherwise receive any securities in Grifols.
As an exception, the preferential subscription rights and the free allotment rights of the Class B shares will only be for new Class B shares or for instruments giving the right to purchase, convert, subscribe for or otherwise receive Class B shares, and the preferential subscription right and the free allotment right of an Class A share will only be for new Class A shares or for instruments giving the right to purchase, convert, subscribe or otherwise receive Class A shares, for each capital increase or issuance that meets the following three requirements: (i) the issuance of Class A shares and Class B shares is in the same proportion of our share capital as they represent at the time the resolution on the capital increase is passed; (ii) grants of preferential subscription rights or free allotment rights,as applicable, to the Class B shares for the Class B shares are under the same terms as the preferential subscription rights or free allotment rights, as applicable, granted to the Class A shares for the Class A shares; and (iii) no other shares or securities are issued.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Class B shares are in book-entry form on Iberclear and are indivisible, in the same terms as the Class A shares.
These shares are freely transferable.
The Company's knowledge of its shareholders is based on information provided voluntarily or in compliance with applicable legislation. According to the information available to the Company, there are no interests higher than 10% with voting rights as of 31 December 2024 and 2023.
The most significant shareholdings in the share capital of Grifols, S.A. as of December 31, 2024, according to publicly available information or communication made to the Company, are as follows:
| % of voting rights attached to the shares |
% of voting rights through financial instruments |
% of total voting |
|||
|---|---|---|---|---|---|
| Name or company name of shareholder | Direct | Indirect | Direct | Indirect | rights |
| MARC P. ANDERSEN | — % | 3.13 % | — % | — % | 3.13 % |
| BLACKROCK, INC. | — % | 2.90 % | — % | 1.41 % | 4.31 % |
| CAPITAL RESEARCH AND MANAGEMENT COMPANY | — % | 3.68 % | — % | 0.90 % | 4.58 % |
| DERIA, S.A. | 9.20 % | — % | — % | — % | 9.20 % |
| EUROPACIFIC GROWTH FUND | 2.88 % | — % | 0.35 % | — % | 3.23 % |
| FLAT FOOTED LLC. | — % | 3.13 % | — % | — % | 3.13 % |
| JPMORGAN CHASE & CO. | — % | — % | — % | 3.32 % | 3.32 % |
| MASON CAPITAL MASTER FUND L.P. | — % | 2.11 % | — % | — % | 2.11 % |
| MELQART OPPORTUNITIES MASTER FUND LTD. | — % | — % | 1.06 % | — % | 1.06 % |
| PONDER TRADE, S.L. | 7.09 % | — % | — % | — % | 7.09 % |
| RALLEDOR HOLDING SPAIN, S.L. | 6.15 % | — % | — % | — % | 6.15 % |
| ROKOS GLOBAL MACRO MASTER FUND LP. | — % | — % | 1.14 % | — % | 1.14 % |
| SCRANTON ENTERPRISES, B.V. | 8.40 % | — % | — % | — % | 8.40 % |
| ARMISTICE CAPITAL MASTER FUND LTD | 1.06 % | — % | — % | — % | 1.06 % |
(b) Share premium
This reserve is freely distributable.
Details of reserves and movement during the year are shown in Appendix IV.
During 2023 the Company settled the 2021 RSU plan resulting in a decrease of Euros 2,506 thousand in reserves. In 2024 the Company has settled the 2022 RSU plan resulting in a decrease of Euros 1,155 thousand in reserves. Additionally, during 2024, reserves were reduced by Euros 4,864 thousand due to the sale of treasury shares to other group companies as part of employee compensation plans.
(i) Legal reserve
The legal reserve has been appropriated in compliance with article 274 of the Spanish Companies Act, which requires that companies transfer 10% of profits for the year to a legal reserve until this
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
reserve reaches an amount equal to 20% of share capital. As of 31 December 2024 and 2023 the legal reserve represents 20% of share capital.
The legal reserve is not distributable to shareholders and if it is used to offset losses, in the event that no other reserves are available, the reserve must be replenished with future profits.
As of 31 December 2024 the Company held Class B treasury stock equivalent to 1.04% of its capital (1.23% of its capital as of 31 December 2023).
Movement in Class A treasury stock during 2024 and 2023 has been as follows:
| Thousand Euros |
Euros | |||
|---|---|---|---|---|
| Number of Class A shares |
Nominal | Average acquisition value |
||
| Balance at 1 January 2023 | 3,944,430 | 89,959 | — | |
| Balance at 31 December 2023 | 3,944,430 | 89,959 | — | |
| Balance at 31 December 2024 | 3,944,430 | 89,959 | — |
Movement in Class B treasury stock during 2024 and 2023 has been as follows:
| Thousand Euros |
Euros | ||
|---|---|---|---|
| Number of Class B shares |
Nominal | Average acquisition value |
|
| Balance at 1 January 2023 | 5,199,784 | 72,261 | — |
| Acquisitions of Class B shares | — | — | — |
| Disposals of Class B shares | (681,585) | (9,472) | — |
| Balance at 31 December 2023 | 4,518,199 | 62,789 | — |
| Disposals of Class B shares | (1,316,825) | (18,300) | — |
| Balance at 31 December 2024 | 3,201,374 | 44,489 | — |
During 2023, the Group delivered 671,585 treasury stocks (Class B shares) to eligible employees as compensation for the Restricted Share Unit Retention Plan, of which 50,784 were given to Company employees (see Note 20).
During 2024, the Group delivered 1,316,825 treasury stocks (Class B shares) to eligible employees as compensation for the Restricted Share Unit Retention Plan, of which 212,790 were given to Company employees (see Note 20).
This reserve is not distributable.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
These reserves are freely distributable.
(d) Other own equity instruments
In this caption is recorded the outstanding amount for employee remuneration linked to the stock value and settled in equity instruments (see details in Note 20).
Contingent liabilities for bank and other guarantees are disclosed in Note 22. The Company does not expect any significant liabilities to arise from these guarantees.
The Group's annual contribution to defined contribution pension plans of Spanish Group companies for 2024 amounted to Euros 261 thousand (Euros 207 thousand for 2023).
In the event of a takeover, the Company has agreements with 10 employees whereby they can unilaterally rescind their employment contracts with the Company and are entitled to termination benefits ranging from two to five years' salary.
The Company has contracts with 6 members of Senior management who will receive a termination benefit ranging from one to two years' salary, depending on the circumstances.
For the annual bonus, the Group established a Restricted Stock Plan (hereinafter RSU) for certain employees. With this plan, the employee can choose to receive up to 50% of their annual bonus in nonvoting Class B ordinary shares (Grifols Class B Shares) or Grifols American Depositary Shares (Grifols ADS), and the Company will match it with an additional contribution of 50% in RSU. Grifols Class B shares and Grifols ADS are valued as of the date the bonus is granted. If an eligible employee leaves the company or is terminated before the vesting period, he or she will not be entitled to the additional RSUs. These RSUs will have a vesting period of 2 years and 1 day and will subsequently be exchanged for Grifols Class B Shares or ADS (American Depositary Share representing 1 Class B Share).
During 2023, the Company settled the 2021 RSU plan in the amount of Euros 2,424 thousand, of which Euros 668 thousand correspond to Grifols S.A. employees. During 2024, the Company settled the 2022 RSU plan in the amount of Euros 5,865 thousand, of which Euros 2,822 thousand correspond to Grifols S.A. employees.
This commitment was treated as an equity instrument as it is settled in shares, with no accumulated amount recognized at 31 December 2024 (Euros 5,696 thousand at 31 December 2023).
In May 2023, the Board of Directors approved proposing to the Ordinary General Meeting scheduled for June 16, 2023, which also approved it, a long-term incentive plan based on the granting of stock options for certain executive directors, members of senior management of Grifols and its subsidiaries. The plan
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
is valid for four years for each beneficiary, from the date of entry into force where, 40% of the options granted will be consolidated (provided that the conditions for their consolidation are met) at the end of the second year of the plan and the remaining 60% will be consolidated (provided that the conditions for its consolidation are met) at the end of the fourth year of the plan. A maximum of 4,000,000 share options will be granted, which represent the right to acquire 4,000,000 Class A shares of the Company with an exercise price of Euros 8.96 per Class A share. As a condition for consolidation of the options granted, each beneficiary must have remained continuously employed by Grifols on each vesting date, must pass an individual performance evaluation and, in addition, the settlement is subject to compliance with specific, predetermined and quantifiable objectives, related to metrics. financial and non-financial, in order to reward the creation of value through the achievement of the objectives set in the plan. The Company will allocate the shares that it currently owns in treasury stock or that it may own to cover the needs of the plan.
| Settlement date | Number of shares assigned | Unitary fair value (euros) |
|---|---|---|
| 2025 | 1,040,000 | 3.05 |
| 2027 | 1,560,000 | 2.85 |
Additionally, there is a special compensation plan referenced to the stock value, settled in equity instruments for certain executives with an exercise price of Euros 8.964 and Euros 12.84 per Class A share and maturity in 2025 and 2026.
| Settlement date | Number of shares assigned | Unitary fair value (euros) |
|---|---|---|
| 22/2/2025 | 700,000 | 1.08 |
| 28/2/2025 | 270,000 | 2.19 |
| 31/12/2026 | 180,000 | 2.39 |
This commitment is recognized as an equity instrument as it is settled in shares. The accumulated value recognized in Other equity instruments as of 31 December 2024, is Euros 5,590 thousand (Euros 2,586 thousand in 2023)
In May 2023, the Board of Directors of Grifols, S.A. has approved a new long-term incentive plan based on restricted stock units (RSU) aimed at certain members of the management team of the Company and its subsidiaries. The plan has a total duration of four years, where 50% of the RSUs granted will be liquidated at the end of the second year of the plan and the remaining at the end of the fourth year of the plan. As a condition for the vesting of the RSUs granted, each beneficiary must have remained continuously employed by Grifols as of the date of liquidation of the plan and, in addition, said liquidation is subject to compliance with performance objectives. The RSUs will be settled in cash for an amount equivalent to the average price of Class A shares during the five (5) business days prior to settlement.
As of 31 December 2024,the amount recorded in liabilities amounts to Euros 2,763 thousand, of which Euros 1,970 thousand are under the current liabilities section 'Trade payables and other accounts payable' and Euros 793 thousand are under non-current liabilities section 'Long-term employee benefit obligations' (Euros 1,610 thousand in current liabilities as of 31 December 2023).
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
| Settlement date | Number of shares assigned | Unitary fair value (euros) | |||
|---|---|---|---|---|---|
| 2025 | 268,350 | 9.44 | |||
| 2027 | 268,350 | 7.61 |
In 2024, the Company has signed contracts with certain executives, establishing a long-term share-based or cash-based incentive as part of its remuneration system. In the case of transfer of shares, these will be made in equal terms on the anniversary date or at the end of the period, according to the terms of the agreement, and always subject to the permanence of the beneficiary on the agreed settlement dates. Each beneficiary must have been continuously employed by Grifols until the settlement date.
The amount recognized in equity as of December 31, 2024 amounts to Euros 1,058 thousands.
As of 31 December 2024 and 2023, the Company is guarantor in several contracts signed by its directly or indirectly participated companies, in the normal course of operations. As of 31 December 2024 and 2023 no liability associated with such guarantees is expected to arise.
In particular, Grifols, S.A. acts as guarantor of the commitments acquired by a Group entity for the purchase of the 28 plasma centers from an independent third party (ImmunoTek). During 2024, the Group acquired 14 plasma centers. As of 31 December 2024 the amount of the guarantee for the 14 plasma centers pending to be acquired is USD 281 million (USD 557 million as of 31 December 2023). These 14 centers have been finally acquired between January and February 2025, see Note 30. Additionally, Grifols, S.A., through its subsidiary Grifols Shared Services North America, LLC. acts as guarantor for five plasma center lease agreements held by ImmunoTek that are not subject to this collaboration agreement up to an amount of US Dollars 50 million. Three out of the five guarantees have been released in February 2025, see Note 30.
As a consequence of the agreement to sell the 20% shareholding in Shanghai RAAS to Haier, see Note 17, Grifols commits to achieve an aggregate GDS's Group EBITDA of US Dollars 850 million for the period 2024-2028 under condition that Haier owns no less than 10% of SRAAS. In the event of a breach of this commitment, it will compensate SRAAS with cash in 2029 for the multiplier resulting from the shortfall and the capital ownership that SRAAS' current holds in GDS. Based on the most pessimistic projections for the GDS Group, the probability of deviation is very low and therefore no liability has been considered at the closing of the sale transaction. This commitment will be assessed at the end of each year during the commitment period.
On July 29, 2021, Grifols signed an agreement with the Egyptian company National Service Projects Organization ("NSPO") through which Grifols and NSPO has incorporated a new entity in Egypt for the construction and operation of 20 plasma collection centers, a fractionation plant, and a protein purification and dosing plant. Grifols and NSPO hold 49% and 51% respectively in the new entity. The agreement includes a call option and a put option for both shareholders which allows them to acquire or sell their entire stake to the counterparty. These options can be exercised once the 10-year period from the creation of the company has elapsed. As the options are based on a variable number of shares and a variable amount, there is a derivative financial instrument that shall be measured at fair value through profit or loss. Given that the option price has been set at a value similar to the fair value of the new entity, the options do not have a significant value. As of 31 December 2024, no amount has been recognized for these options as they are not significant.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Executive committee of CNMV
On September 25, 2024, Grifols received notification that the Executive Committee of CNMV had initiated an administrative sanctioning procedure in connection with the conclusions reached by the CNMV on March 21, 2024. These conclusions were disclosed by the Company as Inside Information on the same date and subsequently supplemented. The proposed sanction against Grifols for the incidents mentioned in the conclusions and supplementary information does not exceed Euros 1 million. On November 7, Grifols submitted allegations against the initiation of the administrative sanctioning procedure.
(a) Classification of financial liabilities by category
The classification of financial liabilities by category and class and a comparison of the fair value with the carrying amount are provided in Appendix V.
Net losses and gains by financial liability category are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | Financial liabilities at amortised cost |
Total | ||
| Finance costs at amortised cost, third parties | 291,170 | 291,170 | ||
| Finance costs at amortised cost, Group companies | 314,521 | 314,521 | ||
| Net losses in profit and loss | 605,691 | 605,691 | ||
| 605,691 | 605,691 |
| Thousand Euros | ||||
|---|---|---|---|---|
| 2023 | Financial liabilities at amortised cost |
Total | ||
| Finance costs at amortised cost, third parties | 235,087 | 235,087 | ||
| Finance costs at amortised cost, Group companies | 302,222 | 302,222 | ||
| Net losses in profit and loss | 537,309 | 537,309 | ||
| 537,309 | 537,309 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of Group companies and associates are as follows:
| Thousand Euros | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Non-current | Current | Non-current | Current | ||
| Group | |||||
| Payables | 4,276,854 | — | 4,673,555 | — | |
| Payables, tax effect (Note 24) | — | 34,689 | — | 16,991 | |
| Interest | — | 26,324 | — | 27,753 | |
| Other Payables | — | 1,424 | — | 19,955 | |
| 4,276,854 | 62,437 | 4,673,555 | 64,699 |
Details of payables to Group companies do not include trade payables to Group companies, details of which are provided in section d) of this Note.
Details of payables are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Non-current | Current | Non-current | Current | |
| Unrelated parties | ||||
| Promissory notes | 5,387,413 | 38,907 | 4,571,059 | 30,170 |
| Loans and borrowings | 901,345 | 21,253 | 1,308,026 | 59,924 |
| Interest | — | 8,130 | — | 8,618 |
| Finance lease payables (Note 9) | 21 | — | 27 | 25 |
| Financial instruments derivatives (Note 16) | — | — | — | 7,712 |
| Payables | 157 | 57 | 213 | 521 |
| 6,288,936 | 68,347 | 5,879,325 | 106,970 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The detail by maturity of the principal as of 31 December 2024 and 2023, is the following:
| Thousand Euros | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Issue date | Maturity | Currency | Annual coupon | Principal | Principal | |
| Senior Unsecured Notes |
18/04/2017 | 2025 | Euros | 3.200 % | — | 1,000,000 |
| 05/10/2021 (1) | 2028 | Euros | 3.875 % | 1,400,000 | 1,400,000 | |
| 05/10/2021 (1) | 2028 | USD | 4.750 % | 678,602 | 638,009 | |
| Senior Secured Notes | 15/11/2019 | 2025 | Euros | 1.625 % | — | 837,856 |
| 05/10/2021 (1) | 2027 | Euros | 2.250 % | 739,609 | 739,609 | |
| 30/04/2024 (1) | 2030 | Euros | 7.500 % | 1,300,000 | — | |
| 19/12/2024 (2) | 2030 | Euros | 7.125 % | 1,300,000 | — | |
| Total | 5,418,211 | 4,615,474 |
(1) Listed on the Euronext Global Exchange Market of the Irish Stock Exchange (ISE)
(2) Currently in process of preparation of the documentation for the listing on the Euronext Global Exchange Market of the ISE.
Non-current and current promissory notes are presented net of loan arrangement costs. As of 31 December 2024, these costs amount to Euros 30,798 thousand (Euros 44,415 thousand as of 31 December 2023).
On April 30, 2024, Grifols, S.A. closed the issuance of senior secured corporate notes (Senior Secured Notes) amounting to Euros 1,000 million. Subsequently, on June 4, 2024, an additional private placement of senior secured notes amounting to Euros 300 million was completed. Both placements mature in May 2030 and bear an annual coupon of 7.5%, having the same economic terms and benefiting from the same personal guarantees and in rem security as the senior secured notes issued on November 15, 2019. These notes have customary change of control protection in respect of the issuer. The funds obtained have been used to repay the senior unsecured notes ("Grifols Senior Unsecured Notes") maturing in May 2025 amounting Euros 1,000 million and to partially repay (for an amount of Euros 300 million) the revolving credit line of another group company.
On December 19, 2024, Grifols, S.A. closed the issuance of senior secured corporate notes (Senior Secured Notes) amounting Euros 1,300 million, maturing in May 2030 and bearing an annual coupon of 7.125%. These notes also have customary change of control protection and in addition they have an special redemption feature during the call protection period allowing for a favorable redemption price versus the make-whole cost during such non-call period. The net funds obtained from such issuance have been used, together with available cash, to: (i) fully repay the Senior Secured Notes ("Senior Secured Notes") of Grifols, S.A. maturing in February 2025, for an amount of Euros 343 million; and (ii) fully clean-down the amount drawn under the revolving credit line of another group company.
Between 2017 and 2018, Grifols, S.A. obtained two loans from the European Investment Bank amounting Euros 85,000 thousand each one, that will be used by Grifols to support its investments in R&D, mainly focused on the search for new therapeutic indications for plasma-derived protein
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
therapies. The financial terms include a fixed interest rate, a maturity of 10 years with a grace period of two years. As of 31 December 2024 the carrying amount of the loans obtained from the European Investment Bank totalled Euros 74,375 thousand (Euros 95,625 thousand as of 31 December 2023).
On 15 November 2019 the Group refinanced its Senior Secured Debt with the existing lenders. For Grifols, S.A. the new senior debt consists of a Term Loan B ("TLB"), which amounts to Euros 1,360 million with a margin of 2.25% over Euribor, maturity in 2027 and quasi-bullet repayment structure.
Thousand Euros 2024 2023 Maturity Currency Principal Principal 2023 Euros — — 2024 Euros — 13,076 2025 Euros — 13,076 2026 Euros 4,582 13,076 2027 Euros 852,287 1,216,058 Total 856,869 1,255,286
The detail by maturity of the principal as of 31 December 2024 and 2023 is the following:
The funds obtained from the sale transaction of Shanghai RAAS (see Note 17) have been used to amortize, on a pro-rata basis, the Senior Debt Tranche B maturing in 2027 and the Senior Secured Bonds ("Senior Secured Notes") maturing in 2025. The prepayments were made towards next eight instalments and the remainder was applied pro-rata against the remaining instalments.
Non-current and current loans and borrowings are presented net of loan arrangement costs. As of 31 December 2024, these costs amount to Euros 8,649 thousand (Euros 11,464 thousand as of 31 December 2023).
The commitments related to the outstanding bond issuances and the secured senior debt formalized by the company including the following covenants:
Customary restrictive covenants, subject to negotiated exceptions in line with market practice, mainly including: (i) restrictions on distributing dividends or making certain restricted payments or investments; (ii) limitations on incurring additional indebtedness, providing guarantees on debt, or issuing equity classified as disqualified stock; (iii) restrictions on creating liens on assets.
Customary events of default.
Customary Pari-passu clauses, under which the senior secured notes and senior secured loans have the same ranking and seniority ahead of other unsecured and subordinated debt.
Customary early redemption option within our fixed rate instruments, subject to a call price schedule that declines rateably to par as from year 5.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The Notes, the Senior Term Loans and the Revolving Loans are secured by Grifols, S.A. and certain significant subsidiaries of Grifols, S.A., which together with Grifols, S.A., represent, in the aggregate, at least 60% of the consolidated EBITDA of the Group.
In addition to Grifols, S.A., the guarantor companies are Grifols Worldwide Operations Limited, Grifols Biologicals LLC, Grifols Shared Services North America, Inc., Grifols Therapeutics, LLC, Instituto Grifols, S.A., Grifols Worldwide Operations USA, Inc., Grifols USA, LLC, Grifols International, S.A. and Grifols Biotest Holdings GmbH.
(c) Other information on payables
The terms and conditions of loans and payables are provided in Appendix VII.
Additionally to the guarantees disclosed in section b) of this Note, the Company has extended guarantees to banks on behalf of Group companies for Euros 733 million as of 31 December 2024 (Euros 654 million as of 31 December 2023).
Details of trade and other payables are as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 Current |
||
| Current | |||
| Group | |||
| Suppliers (Note 26) | 2,054 | 9,731 | |
| Related parties | |||
| Suppliers (Note 26) | 4,797 | 2,675 | |
| Unrelated parties | |||
| Suppliers | 60,953 | 66,690 | |
| Personnel | 21,454 | 29,249 | |
| Public entities, other (Note 24) | 5,366 | 4,091 | |
| 94,624 | 112,436 |
The classification of financial liabilities by maturity is included in Appendix VI.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The Euro value of monetary financial liabilities denominated in foreign currencies is as follows:
| Thousand Euros |
|||||
|---|---|---|---|---|---|
| 2024 | |||||
| US Dollar | Chinese Yuan |
Brazilian Real |
Other currencies |
Total | |
| Non-current payables | |||||
| Promissory notes | 678,602 | — | — | — | 678,602 |
| Total non-current liabilities | 678,602 | — | — | — | 678,602 |
| Current payables | |||||
| Promissory notes | 6,715 | — | — | — | 6,715 |
| Group companies and associates, current | — | — | 257 | 19 | 276 |
| Trade and other payables | |||||
| Suppliers | 5,609 | 10 | — | 101 | 5,720 |
| Suppliers, Group companies | 4 | 176 | — | 46 | 226 |
| Total current liabilities | 12,328 | 186 | 257 | 166 | 12,937 |
| Total financial liabilities | 690,930 | 186 | 257 | 166 | 691,539 |
| Thousand Euros |
|||||
|---|---|---|---|---|---|
| 2023 | |||||
| US Dollar | Chinese Yuan |
Brazilian Real |
Other currencies |
Total | |
| Non-current payables | |||||
| Promissory notes | 638,009 | — | — | — | 638,009 |
| Total non-current liabilities | 638,009 | — | — | — | 638,009 |
| Current payables | |||||
| Promissory notes | 6,314 | — | — | — | 6,314 |
| Group companies and associates, current | 19,956 | — | — | — | 19,956 |
| Trade and other payables | |||||
| Suppliers | 16,460 | — | 1 | 77 | 16,538 |
| Suppliers, Group companies | 2 | 298 | 308 | 61 | 669 |
| Total current liabilities | 42,732 | 298 | 309 | 138 | 43,477 |
| Total financial liabilities | 680,741 | 298 | 309 | 138 | 681,486 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of exchange differences recognised in profit or loss on financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Settled | Outstanding | Settled | Outstanding | |
| Non- Current payables | ||||
| Promissory notes | — | (42,334) | — | 571 |
| Group companies and associates, non current |
143 | — | 810 | — |
| Total non-current liabilities | 143 | (42,334) | 810 | 571 |
| Current payables | ||||
| Promissory notes | 347 | (491) | 866 | (222) |
| Loans and borrowings | (30) | — | (377) | — |
| Group companies and associates, current | (1) | (528) | 142 | 529 |
| Trade and other payables | ||||
| Current payables to suppliers | (416) | (513) | (149) | 391 |
| Current group payables to suppliers | — | 47 | 17 | 30 |
| Total current liabilities | (100) | (1,485) | 499 | 728 |
| Total financial liabilities | 43 | (43,819) | 1,309 | 1,299 |
In accordance with the provision of section 357 of the Irish Companies Act 2014, the Company has irrevocably guaranteed all liabilities of an Irish subsidiary undertaking, Grifols Worldwide Operations Limited (Ireland).
In accordance with the aforementioned Law, the following information corresponding to the Company is disclosed:
| Days | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Weighted average maturity period | 60 | 61 | |
| Ratio of payments | 61 | 61 | |
| Ratio of outstanding invoices | 54 | 55 | |
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Total payments | 407,280 | 303,671 | |
| Outstanding invoices | 36,486 | 29,399 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Detailed information about the invoices paid in a shorter period than the maximum established by the aforementioned Law is as follows:
| 2023 | 2022 | |
|---|---|---|
| Payments monetary value (thousand Euros) | 223,601 | 188,873 |
| Percentage over the total monetary value paid to suppliers | 55 % | 62 % |
| Number of invoices paid | 4,254 | 4,861 |
| Percentage of the total number of invoices paid to suppliers | 21 % | 25 % |
Details of balances with public entities are as follows:
| Thousand Euros | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Non-current | Current | Non-current | Current | |||
| Assets | ||||||
| Deferred tax assets | 82,263 | — | 49,593 | — | ||
| Current tax assets | — | 16,453 | — | 12,303 | ||
| Value added tax and similar taxes | — | 30,728 | — | 10,027 | ||
| 82,263 | 47,181 | 49,593 | 22,330 | |||
| Liabilities | ||||||
| Deferred tax liabilities | 3,244 | — | 4,907 | — | ||
| Social Security | — | 1,441 | — | 1,266 | ||
| Withholdings | — | 3,925 | — | 2,825 | ||
| 3,244 | 5,366 | 4,907 | 4,091 |
Details by company of intercompany receivables and payables resulting from the tax effect of filing consolidated tax returns are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Current | Current | |||
| Receivables (Note 15) | ||||
| Instituto Grifols, S.A. | 41,515 | 21,796 | ||
| Biomat, S.A. | — | 38 | ||
| Grifols International, S.A. | 1,837 | 1,350 | ||
| Grifols Movaco, S.A. | 12,573 | 5,500 | ||
| Grifols Viajes, S.A. | 169 | 95 | ||
| Grifols Engineering, S.A. | 292 | 400 | ||
| Aigües Minerals de Vilajuïga, S.A. | 263 | — | ||
| AlbaJuna Therapeutics, S.L. | 41 | — | ||
| 56,690 | 29,179 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 Current |
||
| Current | |||
| Payables (Note 22) | |||
| Biomat, S.A. | 624 | 376 | |
| Grifols Viajes, S.A | 33 | 16 | |
| Instituto Grifols, S.A. | 16,558 | 6,612 | |
| Laboratorios Grifols, S.A. | 4,709 | 2,985 | |
| Grifols Movaco, S.A | — | 589 | |
| Albimmune, S.L. | 107 | 138 | |
| Grifols Engineering, S.A. | 1,051 | 294 | |
| Grifols International, S.A. | 974 | 618 | |
| Aigües Minerals de Vilajuïga, S.A. | 323 | 130 | |
| Diagnostic Grifols, S.A. | 8,269 | 3,080 | |
| Araclon Biotech, S.L. | 2,041 | 2,153 | |
| 34,689 | 16,991 |
Balances receivable and payable as of 31 December 2024 and 2023 comprise accrued income tax and value added tax.
The Company has the following main applicable taxes open to inspection by the Spanish taxation authorities:
| Tax | Years open to inspection |
||
|---|---|---|---|
| Income tax | 2017-2024 | ||
| Value added tax | 2018-2019, 2021-2024 | ||
| Personal income tax | 2021-2024 | ||
| Capital gains tax | 2020-2024 | ||
| Tax on Economic Activities | 2021-2024 | ||
| Social Security | 2021-2024 | ||
| Non-residents | 2021-2024 | ||
| Customs duties | 2021-2024 |
Under prevailing legislation, taxes cannot be considered to be definitively settled until the returns filed have been inspected by the taxation authorities, or the prescription period has elapsed.
In 2022 Grifols, S.A., was notified of an inspection for corporate income tax from 2017 to 2019 and VAT and withholding tax from 2018 to 2019. During 2024, the Group disagreed to the corresponding assessment proposals ("disconformidad") and has received the corresponding final assessments. No penalties were imposed on any of the Group companies for any of the taxes subject to these audit proceedings.
As regards Corporate Income Tax, the assessment is based on a different pricing criteria approach. In relation to VAT, the assessment relies on a different interpretation of the financial activity carried out by the Group and how such difference affects the deductibility of certain expenses.
The net tax liability registered as of December 31, 2024 to cover the exposure to uncertain tax treatments is Euros 79,947 thousand (Euros 14,000 thousand as of December 31, 2023), Euros 13,897 thousand corresponds to interests. This increase in the net tax liability for uncertain tax positions relates to transfer pricing mainly as a result of an update of potential tax liabilities following the tax audits mentioned above.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Transfer pricing matters are complex, highly subjective and open to disputes involving different tax jurisdictions. The topics under discussion are complex and may take many years to resolve. The tax liability includes uncertain tax treatments which depend on the Group's assessment as to whether the approach taken by the Tax Authorities is likely to be sustained by Tribunals or Courts. Such assessment could change in the future to reflect progress in Tax Authorities' reviews to the extent that any Tax Authority review is concluded; progress in on-going appeals and international procedures, including the return of taxes which have already been paid under the assessments set out above; changes in legal provisions or in the interpretation of such provisions; or even expiry of the corresponding statutory periods of limitations.
Management believes that it is unlikely that additional liabilities, above the amounts provided, will arise. Also, it is possible that the amounts provided may change and be partially, or even entirely, mitigated in future periods, as reviews, appeals or procedures challenging the Tax Authorities' approach progress or even the relevant statutes of limitation expire. Management continues to believe that the Group's position on all its transfer pricing, audits and disputes is robust, and that the Group has recognised appropriate tax provision balances, including consideration of whether corresponding relief will be available under applicable Mutual Agreement Procedures with the different countries.
As highlighted above, the Group is currently under tax audit in several countries and the timing of any resolution of these audits is uncertain.
It is anticipated that tax payments may be required in relation to the ongoing tax audits which may be resolved over coming years. The Group considers the tax liabilities set out above to appropriately reflect, according to current information, the expected value of any final settlement. Some of the items discussed above are not currently within the scope of tax authority audits and may take longer to be resolved.
The Company files consolidated tax returns with Instituto Grifols, S.A., Laboratorios Grifols, S.A., Grifols Movaco, S.A., Biomat, S.A., Grifols International, S.A., Grifols Engineering, S.A., Grifols Viajes, S.A., Araclon Biotech, S.L., Aigües Minerals de Vilajuïga S.A. and Albajuna Therapeutics, S.L.
A reconciliation of net income and expenses for the year with the taxable income is provided in Appendix VIII.
The relationship between the tax income and accounting profit for the year is shown in Appendix IX.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of the tax income recognised in the income statement are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Current tax | ||||
| Current year | (43,644) | (43,408) | ||
| (43,644) | (43,408) | |||
| Deferred tax | ||||
| Source and reversal of temporary differences | ||||
| Property, plant and equipment | (340) | (302) | ||
| Limitation on the offsetting of tax losses | (35,105) | (37,462) | ||
| Others | 316 | (1,594) | ||
| Deductions generated | (1,995) | (1,473) | ||
| Deductions applied | 4,790 | 6,139 | ||
| Adjustment of deductions in prior years | (294) | (202) | ||
| Other corporate income tax expenses | 31,905 | (273) | ||
| Non-deductible provisions | 52,050 | 7,000 | ||
| 7,683 | (71,575) |
Details of deferred tax assets and liabilities by type of asset and liability are as follows:
| Thousand Euros | ||||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | Net | ||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Property, plant and equipment | — | 33 | (3,384) | (3,662) | (3,384) | (3,629) |
| Limitation on the offsetting of tax losses | 72,587 | 37,462 | — | — | 72,587 | 37,462 |
| Grants | — | — | — | — | — | — |
| Restricted share unit retention plan | 845 | 1,122 | — | — | 845 | 1,122 |
| Provisions | 7,789 | 7,544 | — | — | 7,789 | 7,544 |
| Derivatives | — | — | 140 | (1,245) | 140 | (1,245) |
| Rights to tax deductions and credits | 1,042 | 3,432 | — | — | 1,042 | 3,432 |
| Total assets/liabilities | 82,263 | 49,593 | (3,244) | (4,907) | 79,019 | 44,686 |
Grifols, S.A estimates that the total of rights to tax deductions and credits recognized in the balance as of 31 December 2024 will recover within 10 years.
In accordance with prevailing tax legislation in Spain, share-based payments to employees are income tax deductible for the intrinsic amount of the share options when they are exercised, thus giving rise to a deductible temporary difference for the difference between the amount the taxation authorities will admit as a future deduction and the zero carrying amounts of the share-based payments. At the close of the reporting period, the Company estimates the future tax deduction based on the price of the shares at that time. The amount of the tax deduction is recognised as current or deferred income tax with a balancing entry in the income statement.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of deferred tax assets and liabilities that are expected to be realised or reversed in periods exceeding 12 months are as follows:
| Thousand Euros | ||
|---|---|---|
| 2024 | 2023 | |
| Deferred tax assets relating to temporary differences | 72,155 | 34,167 |
| Total assets | 72,155 | 34,167 |
| Deferred tax liabilities | 2,884 | 4,184 |
| Net | 69,271 | 29,983 |
Law 38/2022 incorporated a temporary measure with effect for tax periods beginning in 2023, limiting the amount of the individual tax losses of each of the entities comprising the tax group for corporate income tax purposes by 50%. Through Law 7/2024, this temporary measure is extended for the periods 2024 and 2025, recognizing an additional deferred asset of Euros 38,853 thousand corresponding to the not settled negative bases of the 2024 fiscal year, which will be reversed at a rate of Euros 3,885 thousand annually over the next 10 years. As of December 31, 2024, the amount recognized in Deferred Tax Assets as a cumulative result of this limitation totals Euros 72,587 thousand (Euros 37,462 thousand as of December 31, 2023)
In 2021, the OECD published the Model Rules of Pillar 2 to address tax challenges arising from the digitization of the economy. This international tax system reform tackles the geographical allocation of profits for tax purposes and is designed to ensure that multinational enterprises are subject to a minimum effective tax rate of 15%.
On December 15, 2022, the Council of the European Union formally adopted the European Directive on Pillar 2. It is expected that EU member states will transpose the Directive into their domestic legislation by the end of 2023. On December 20, 2024, Spain enacted Law 7/2024, which establishes a new Complementary Tax in line with OECD Pillar 2, thereby fulfilling the obligation to transpose Directive 2022/2523. Law 7/2024 will apply to fiscal years beginning on or after January 1, 2024.
On May 23, 2023, the International Accounting Standards Board (IASB) published the International Tax Reform - Second Pillar Model Rules. Proposed amendments to IAS 12, which will be applicable for accounting periods starting from January 1, 2023. The amendments to IAS 12 provide for a mandatory temporary exemption in recognizing deferred tax balances resulting from the implementation of Pillar 2 legislation.
The Group has developed an accounting policy consistent with the amendments to IAS 12, whereby the Group does not record adjustments to deferred tax assets and liabilities arising from the introduction of the minimum effective tax rate of 15%. In developing this accounting policy, the Group has also adopted the exemption to avoid providing detailed information on the modifications for transitional periods beginning on January 1, 2023.
Beyond a significant increase in formal compliance burdens, the Group does not expect economic impacts from the application of this new regulation, as in most of the territories in which it operates, it is already subject to effective tax rates higher than 15% and also expects to be able to take advantage of the 'transitional safe harbor' that allows it to avoid the complementary tax and alleviate formal compliance burdens.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(b) Value added tax
Since 1 January 2008, the Company has filed consolidated tax returns with Instituto Grifols, S.A., Laboratorios Grifols, S.A, Diagnostic Grifols, S.A., Grifols Movaco, S.A., Biomat, S.A., Grifols International, S.A., Grifols Engineering, S.A., Grifols Viajes, S.A., Aigües Minerals de Vilajuïga, S.A. and Albimmune, S.L.
Details as of December 31, of property, plant and equipment used to minimise the Company's impact on the environment are as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | |||
| Description | Cost | Accumulated depreciation |
Net |
| Sewage treatment | 114 | (105) | 8 |
| Water saving | 455 | (319) | 136 |
| Electricity saving | 2,193 | (1,527) | 666 |
| Waste management | 627 | (435) | 191 |
| Others | 3,041 | (1,411) | 1,630 |
| 6,430 | (3,797) | 2,631 |
| Thousand Euros 2023 |
|||||
|---|---|---|---|---|---|
| Description | |||||
| Cost | Accumulated depreciation |
Net | |||
| Sewage treatment | 114 | (104) | 10 | ||
| Water saving | 330 | (317) | 13 | ||
| Electricity saving | 2,193 | (1,447) | 746 | ||
| Waste management | 583 | (393) | 190 | ||
| Others | 3,041 | (1,011) | 2,030 | ||
| 6,261 | (3,272) | 2,989 |
Environmental expenses amounted to Euros 189 thousand in 2024 (Euros 262 thousand in 2023).
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(a) Related party balances
Details of balances receivable from and payable to Group companies and related parties and the main characteristics are disclosed in Notes 15 y 22.
Details of balances by category are provided in Appendix X.
As of December 31, 2024 and 2023, the heading "trade receivables from group and associates" of associated companies corresponds entirely to the outstanding balances for sales to Grifols Egypt Plasma Derivatives S.A.E. As of December 31, 2023, the heading "current payables to group companies and associates" of associated companies corresponds entirely to the outstanding balance with Grifols Egypt Plasma Derivatives S.A.E. for a pending capital contribution (see Note 13).
As of December 31, 2024 and 2023, the balance of the heading "deposits and guarantees" with other related parties includes a rental deposit with Centurion Real State S.A.U. As of December 31, 2023, the balance of "other debtors" with other related parties corresponds entirely to an amount pending collection from Mr. Víctor Grifols Roura. This balance was settled in January 2024. As of December 31, 2024 and 2023, the balance of the heading "suppliers" with other related parties mainly includes outstanding balances for a collaboration contract with a foundation and royalties with Marca Grifols, S.L. (see section (b)).
(b) Related party transactions
Details of the Company's transactions with related parties are provided in Appendix XI.
Services are normally negotiated with Group companies to include a mark-up of between 5% and 10%.
As of December 31, 2024 and 2023, the heading "other services rendered" of associated companies corresponds entirely to sales to Grifols Egypt Plasma Derivatives S.A.E. As of December 31, 2024 and 2023, the heading "dividends" of associated companies corresponds entirely to dividends received from Shanghai RAAS Blood Products Co.
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
As of December 31, 2024 and 2023, the details of transactions with other related parties are as follows:
| Ref. | Thousand Euros | |||
|---|---|---|---|---|
| Related parties | Concept | 2024 | 2023 | |
| Juve & Camps S.A. | Royalties | — | 14 | |
| Total income | — | 14 | ||
| Aurea Arrendamientos de Viviendas, S.A. | Lease payments | 46 | 87 | |
| Centurion Real State, S.A.U. | Lease payments | a) | 7,141 | 7,147 |
| Naprex Inversiones, S.L. | Lease payments | 14 | — | |
| Probitas Fundación Privada | Management and collaboration contracts |
b) | 3,385 | 1,338 |
| Fundación Privada Victor Grifols Lucas | Management and collaboration contracts |
b) | 465 | 407 |
| Club Joventut Badalona, S.A.D. | Rendering of services | 300 | 300 | |
| Juve & Camps S.A. | Purchases | 36 | 5 | |
| More on simplicity, S.L. | Rendering of services | 8 | 2 | |
| Marca Grifols, S.L. | Royalties | c) | 187 | — |
| Total expense | 11,582 | 9,286 |
a) Corresponds to the office buildings located in Sant Cugat del Vallès and described in Note 10.
b) The Company contributes 0.7% of its consolidated pre-tax profit each year to various non-profit organizations.
c) Marca Grifols became a related party to Grifols, S.A. on 23 December 2024, after the acquisition of a 33% stake in Marca Grifols, S.L. by Ralledor Holding Spain, S.L., a significant shareholder of Grifols, S.A. which is represented at Grifols' Board of Directors by Mr. Victor Grifols Deu. The sale of the 33% stake in Marca Grifols, S.L. was a reorganization transaction, given that the group of sellers of such 33% stake in Marca Grifols, S.L. are also the shareholders of Ralledor Holding Spain, S.L. On 26 January 1993, Marca Grifols and Grifols, S.A. entered into an agreement under which the former granted the latter the exclusive license to use the brand name "Grifols" for a period of 99 years in exchange for an annual fee. The latest update to the agreement sets the fee at 0.10% of Grifols' consolidated sales. The annual license fee amounted to Euros 7,725 thousand in 2024, and Euros 7,486 thousand in 2023. Given that Marca Grifols became a related party on 23 December 2024, related party transactions in 2024 totaled Euros 187 thousand, which corresponds to the proportional share of the annual fee for the 9 days Marca Grifols was a related party.
Transactions with other related parties are conducted at arm's length.
(c) Information on the Company's directors and senior management personnel
The members of the Board of Directors of the Company and the Senior Management personnel have earned a total remuneration of Euros 15,101 thousand and Euros 10,397 thousand respectively (Euros 7,118 thousand and Euros 17,046 thousand in 2023).
Mr. Victor Grifols Roura, director representing shareholder's during 2023 and who resigned from his position as director in December 2023, received remuneration in 2023 of Euros 965 thousand.
Additionally, the Company has not granted advances or loans nor assumed obligations on behalf of the members of the Board of Directors as a guarantee, nor obligations regarding pensions and life insurance with respect to former or current members of the Board of Directors, nor on behalf of the members of Senior
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Management. Additionally, certain Directors and members of the Company's Senior Management have indemnity commitments (see Note 20).
During 2024,the Company has paid insurance premiums for civil liability of directors amounting to Euros 1,653 thousand (Euros 1,113 thousand in 2023).
(d) Conflicts of interest concerning the directors
The directors of the Company and their related parties have had no conflicts of interest requiring disclosure in accordance with article 229 of the Revised Spanish Companies Act.
Details of revenues by category of activity and geographical market are shown in Appendix XII.
Details of other supplies used are as follows:
| Thousand Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Other supplies used | ||||
| Purchases of spare parts | 5,633 | 5,555 | ||
| Change in inventories | (1,212) | (1,311) | ||
| 4,421 | 4,244 |
Details of employee benefits expense are as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Employee benefits expense | |||
| Social Security payable by the Company | 14,293 | 13,378 | |
| Defined contribution plan contributions | 261 | 207 | |
| Other employee benefits expenses | 3,255 | 2,510 | |
| 17,809 | 16,095 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The average headcount of the Company, distributed by department, is as follows:
| Number | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Technical area | 155 | 156 | ||
| Administration and other | 562 | 567 | ||
| General management | 84 | 75 | ||
| 801 | 798 |
As of 31 December 2024 and 2023 the distribution by gender of Company personnel and the members of the board of directors is as follows:
| Number | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Female | Male | Female | Male | |||
| Directors | 4 | 9 | 4 | 7 | ||
| Technical area | 118 | 49 | 112 | 41 | ||
| Administration and other | 203 | 379 | 188 | 368 | ||
| General management | 50 | 41 | 41 | 36 | ||
| 375 | 478 | 345 | 452 |
As of 31 December 2024, the breakdown of employees who are part of the Senior Management is as follows:
As of 31 December 2023, the breakdown of employees who are part of the Senior Management is as follows:
The average number of Company employees with disability rating of more than 33% distributed by department, is as follows:
| Number | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Technical area | 3 | 3 | ||
| Administration and other | 9 | 9 | ||
| General management | 1 | 1 | ||
| 13 | 13 |
(Free translation form the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
During 2024 and 2023, the fees related to audit services and other services provided by the Company's auditor, Deloitte Auditores, S.L., or by a company linked to the auditor through control, common ownership, or management have been as follows:
| Thousand Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Audit services | 2,884 | 98 | |
| Non-audit services | |||
| Other services required by the regulations | 309 | — | |
| Other assurance services | — | — | |
| Tax services | — | — | |
| Other services | — | — | |
| Total professional services | 3,193 | 98 |
The amount included in the audit services item for 2024 includes, in addition to the fees for the individual and consolidated annual accounts audit, fees for voluntary audits, the fees corresponding to the PCAOB audit and the limited review of the consolidated interim summary financial statements of the Group as of 30.06.2024.
In accordance with the agreements in force between a Group company and Immunotek GH LLC, in January 2025, 8 plasma centers were acquired. In February 2025, the remaining 6 were acquired with the payment of the price deferred to January 2026. See Note 20 c).
Additionally, on 3 February 2025, Immunotek released three out of the five guarantees (see Note 20 c)) that Grifols Shared Services North America, Inc. (a subsidiary fully owned and managed by the Grifols Group) had granted to Immunotek in June 2023 for lease contracts related to certain Immunotek plasma collection centres not affected by the collaboration under Biotek America LLC. The remaining two guarantees, with an amount totalling approximately USD 20 million, are still in force and are expected to remain in force for as long as the lease agreements remain in force, and which balance is being reduced as and when the underlying lease term is reduced.
Multicurrency Revolving Credit Facility (RCF)
On February 21, further commitments from banks amounting to USD 74.5 million were signed, increasing the Multicurrency Revolving Credit Facility (RCF), guaranteed by the Company (see Note 22 b)), to USD 1,353 million until November 2025, and from that date onwards, to USD 938 million until its maturity in May 2027. The upsize in the extended RCF tranche is expected to become effective on or around 27 February 2025.
| Thousand Euros | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | Land | Buildings | Technical installations and machinery |
Other installations, equipment and furniture |
Under construction and advances |
Other items | Total |
| Cost at 1 January 2024 | 7,082 | 4,391 | 9,776 | 30,494 | 6,447 | 30,564 | 88,754 |
| Additions | — | — | — | 279 | 2,953 | 216 | 3,448 |
| Disposals | — | — | — | (9) | — | (17) | (26) |
| Transfers | — | — | — | 3,364 | (5,160) | 2,327 | 531 |
| Cost at 31 December 2024 | 7,082 | 4,391 | 9,776 | 34,128 | 4,240 | 33,090 | 92,707 |
| Accumulated amortisation at 1 January 2024 | — | (322) | (7,810) | (20,372) | — | (27,726) | (56,230) |
| Amortisations | — | (87) | (405) | (1,667) | — | (2,355) | (4,514) |
| Disposals | — | — | — | 9 | — | 17 | 26 |
| Transfers | — | — | — | — | — | — | — |
| Accumulated amortisation at 31 December 2024 | — | (409) | (8,215) | (22,030) | — | (30,064) | (60,718) |
| Carrying amount at 31 december 2024 | 7,082 | 3,982 | 1,561 | 12,098 | 4,240 | 3,026 | 31,989 |
| Thousand Euros | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | Land | Buildings | Technical installations and machinery |
Other installations, equipment and furniture |
Under construction and advances |
Other items | Total |
| Cost at 1 January 2023 | 7,082 | 4,391 | 8,850 | 30,122 | 6,099 | 31,329 | 87,873 |
| Additions | — | — | 37 | 182 | 1,783 | 159 | 2,161 |
| Disposals | — | — | (11) | — | — | — | (11) |
| Transfers | — | — | 900 | 190 | (1,435) | (924) | (1,269) |
| Cost at 31 December 2023 | 7,082 | 4,391 | 9,776 | 30,494 | 6,447 | 30,564 | 88,754 |
| Accumulated amortisation at 1 January 2023 | — | (234) | (7,549) | (18,782) | — | (25,763) | (52,328) |
| Amortisations | — | (88) | (272) | (1,590) | — | (2,893) | (4,843) |
| Disposals | — | — | 11 | — | — | — | 11 |
| Transfers | — | — | — | — | — | 930 | 930 |
| Accumulated amortisation at 31 December 2023 | — | (322) | (7,810) | (20,372) | — | (27,726) | (56,230) |
| Carrying amount at 31 december 2023 | 7,082 | 4,069 | 1,966 | 10,122 | 6,447 | 2,838 | 32,524 |
| % ownership | Thousand Euros | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Registered office |
Activity | Dir | Ind | Total | Shared Capital |
Reserves | Other equity Items |
Interim Dividends |
Profit/(loss) for the year |
Total Equity |
Carrying Amount of Investment (1) |
Dividends Recieved in (4) 2024 |
|
| Alkahest, Inc. | United States |
Research | — | 100.000 | 100.000 | 37,768 | (311,278) | (23,017) | — | (33,410) | (329,937) | — | ||
| Kiro Grifols, S.L | Spain | Research | 99.700 | 0.300 | 100.000 | 3 | 11,124 | — | — | (4,936) | 6,191 | 21,753 — | — | |
| Progenika Biopharma, S.A. | Spain | Industrial | 99.999 | > 0,001 | 100.000 | 615 | 40,424 | 22 | — | 5,668 | 46,729 | 79,641 — | — | |
| Instituto Grifols, S.A. | Spain | Industrial | 99.998 | 0.002 | 100.000 | 1,538 | 704,983 | 1,526 | — | 243,052 | 951,099 | 3,064 — | — | |
| Diagnostic Grifols, S.A. | Spain | Industrial | — | 55% (economic rights)/ 60% (voting rights) |
55% (economic rights)/ 60% (voting rights) |
337 | 138,405 | 276 | — | 5,192 | 144,210 | — — | — | |
| Grifols Movaco, S.A. | Spain | Commercial | 99.999 | 0.001 | 100.000 | 2,405 | 41,676 | 425 | — | 10,668 | 55,175 | 4,330 — | — | |
| Laboratorios Grifols, S.A. | Spain | Industrial | 99.999 | > 0,001 | 100.000 | 21,798 | 10,578 | 360 | — | 4,048 | 36,784 | 82,478 — | — | |
| Biomat,S.A. | Spain | Industrial | 99.900 | 0.100 | 100.000 | 60 | 4,612 | 127 | — | 395 | 5,194 | 187 — | — | |
| Grifols International, S.A. | Spain | Commercial | 99.998 | 0.002 | 100.000 | 2,860 | 73,491 | 4,663 | — | 10,883 | 91,898 | 7,523 — | — | |
| Grifols Engineering, S.A. | Spain | Industrial | 99.950 | 0.050 | 100.000 | 60 | 4,499 | 110 | — | 335 | 5,004 | 170 — | — | |
| Grifols Viajes, S.A. | Spain | Services | 99.900 | 0.100 | 100.000 | 60 | 727 | — | — | (166) | 621 | 555 — | — | |
| Araclon Biotech, S.L. | Spain | Research | — | 75.850 | 75.850 | 12 | (4,603) | — | — | (1,106) | (5,697) | — — | — | |
| Grifols Worldwide Operations USA Inc. | United States |
Industrial | — | 100.000 | 100.000 | — | 47,079 | 8,041 | — | 2,891 | 58,011 | — — | — | |
| Grifols Chile, S.A. | Chile | Commercial | 99.000 | 1.000 | 100.000 | 385 | 30,191 | (8,010) | — | 2,839 | 25,406 | 393 — | — | |
| Grifols Argentina, S.A. | Argentina | Commercial | 95.010 | 4.990 | 100.000 | 956 | 27,402 | (27,584) | — | (1,465) | (691) | — — | — | |
| Grifols Portugal Productos Farmacéuticos e Hospitalares, Lda. |
Portugal | Commercial | 0.010 | 99.990 | 100.000 | 512 | 10,598 | 11 | — | 795 | 11,917 | 11 — | — | |
| Grifols, s.r.o. | Czech Republic |
Commercial | 100.000 | — | 100.000 | 52 | 12,859 | 233 | — | 3,234 | 16,379 | 52 — | — | |
| Grifols USA, LLC | United States |
Commercial | — | 100.000 | 100.000 | 562 | 334,590 | 30,963 | — | 115,639 | 481,754 | — — | — | |
| Grifols UK, Ltd. | United Kingdom |
Commercial | 100.000 | — | 100.000 | 4 | 10,667 | 422 | — | 2,588 | 13,681 | 21,625 — | — | |
| Grifols Italia, S.p.A. | Italy | Commercial | 100.000 | — | 100.000 | 2,496 | 13,052 | 23 | — | 1,964 | 17,535 | 5,339 — | — | |
| Grifols Brasil, Lda. | Brazil | Commercial | 99.999 | > 0,001 | 100.000 | 63,069 | (5,382) | (20,011) | — | 5,774 | 43,450 | 31,618 — | — | |
| Grifols France, S.A.R.L. | France | Commercial | 99.990 | 0.010 | 100.000 | 658 | 8,235 | — | — | 5,158 | 14,051 | 658 — | — |
| % ownership | Thousand Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Registered office |
Activity | Dir | Ind | Total | Shared Capital |
Reserves | Other equity Items |
Interim Dividends |
Profit/(loss) for the year |
Total Equity |
Carrying Amount of Investment (1) |
Dividends Recieved in (4) 2024 |
| Biomat USA, Inc. | United | Industrial | — | 78.750 | 78.750 | — | 568,925 | 121,001 | — | 86,499 | 776,425 | — — | — |
| States | |||||||||||||
| Squadron Reinsurance Designated Activity Company |
Ireland | Services | — | 100.000 | 100.000 | 635 | 106,797 | 6,143 | — | 12,263 | 125,837 | — — | — |
| Grifols Biologicals, LLC. | United States |
Industrial | — | 100.000 | 100.000 | — | 201,005 | 49,839 | — | 21,630 | 272,474 | — — | — |
| Grifols Shared Services North America, Inc. |
United States |
Servicios | 100.000 | — | 100.000 | — | 2,378,703 | 744,281 | — | 32,496 | 3,155,480 | 1,348,172 — | — |
| Grifols Asia Pacific Pte. Ltd. | Singapore | Commercial | 100.000 | — | 100.000 | 362 | 15,924 | 2,651 | — | 1,901 | 20,838 | 991 — | — |
| Grifols (Thailand), Ltd. | Thailand | Commercial | — | 48.000 | 48.000 | 61 | 9,328 | 1,231 | — | 411 | 11,031 | — — | — |
| Grifols Malaysia Sdn Bhd | Malaysia | Commercial | — | 100.000 | 100.000 | 30 | 8,620 | 185 | — | 79 | 8,915 | — — | — |
| Grifols Polska, Sp.z.o.o. | Poland | Commercial | 100.000 | — | 100.000 | 11 | 4,867 | 304 | — | 1,295 | 6,478 | 11 — | — |
| Grifols México, S.A. de CV | Mexico | Commercial | 100.000 | — | 100.000 | 490 | 25,898 | (3,221) | — | 1,790 | 24,957 | 696 — | — |
| Grifols Australia Pty Ltd | Australia | Industrial | 100.000 | — | 100.000 | 1,695 | 11,817 | (2,597) | — | 1,238 | 12,152 | 34,990 — | — |
| Medion Grifols Diagnostic AG | Switzerland | Industrial | — | 55% (economic rights)/ 60% (voting rights) |
55% (economic rights)/ 60% (voting rights) |
2,487 | 17,839 | 2,021 | — | 4,802 | 27,150 | — — | — |
| Grifols Colombia, Ltda. | Colombia | Commercial | 99.990 | 0.010 | 100.000 | 823 | 586 | (449) | — | 82 | 1,042 | 575 — | — |
| Grifols Nordic AB | Sweden | Commercial | 100.000 | — | 100.000 | 10 | 4,663 | (519) | — | 1,391 | 5,545 | 5,160 — | — |
| Grifols Deutschland, GmbH | Germany | Commercial | 100.000 | — | 100.000 | 25 | 24,310 | 41 | — | 9,068 | 33,444 | 7,251 — | — |
| Grifols Therapeutic LLC. | United States |
Industrial | — | 100.000 | 100.000 | (2,886) | 729,497 | 425,038 | — | 201,291 | 1,352,940 | — — | — |
| Grifols Worldwide Operations Limited | Ireland | Industrial | 100.000 | — | 100.000 | — | 389,049 | 87,526 | 11,302 | 200,812 | 688,689 | 513,274 — | — |
| Grifols Pharmaceutical Technology (Shanghai) Co., Ltd. (Shanghai) Co., Ltd.) |
China | Commercial | 100.000 | — | 100.000 | 1,000 | 16,143 | 25 | — | 2,391 | 19,559 | 1,044 — | — |
| Grifols Diagnostics Solutions Inc | United States |
Industrial | — | 55% (economic rights)/ 60% (voting rights) |
55% (economic rights)/ 60% (voting rights) |
— | 3,727,098 | 392,624 | — | 109,647 | 4,229,369 | — — | — |
| Grifols (H.K.), Limited | Hong Kong | Commercial | — | 55% (economic rights)/ 60% (voting rights) |
55% (economic rights)/ 60% (voting rights) |
37,899 | 50,529 | 15,385 | — | 5,611 | 109,425 | — — | — |
| Grifols Japan K.K. | Japan | Commercial | 100.000 | — | 100.000 | 354 | 3,831 | (663) | — | 25 | 3,547 | 717 — | — |
| Grifols Pharmaceutical Technology Co., Ltd. Beijing Branch |
China | Commercial | — | 100.000 | 100.000 | — | (11,462) | 25 | — | (1,317) | (12,753) | — — | — |
| Grifols India Healthcare Private Ltd. | India | Commercial | 99.984 | 0.016 | 100.000 | 2 | 2,431 | (152) | — | 2,327 | 4,608 | 607 — | — |
| % ownership | Thousand Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Registered office |
Activity | Dir | Ind | Total | Shared Capital |
Reserves | Other equity Items |
Interim Dividends |
Profit/(loss) for the year |
Total Equity |
Carrying Amount of Investment (1) |
Dividends Recieved in (4) 2024 |
| Grifols Canada, Ltd. | Canada | Industrial | 100.000 | — | 100.000 | — | 10,395 | (219) | (604) | 1,761 | 11,334 | 2,286 — | — |
| Grifols Diagnostics Equipment Taiwan Ltd. |
Taiwan | Commercial | 100.000 | — | 100.000 | 181 | 1,696 | 53 | — | 119 | 2,049 | 189 — | — |
| Grifols Innovation and New Technologies Ltd. |
Ireland | Research | — | 100.000 | 100.000 | — | 240,200 | 25,948 | — | (57,306) | 208,842 | — — | — |
| AlbaJuna Therapeutics, S.L | Spain | Research | — | 100.000 | 100.000 | 10 | 666 | — | — | (191) | 485 | — — | — |
| Grifols Bio Supplies Inc. (formerly Interstate Blood Bank, Inc.) |
United States |
Industrial | — | 100.000 | 100.000 | 103 | (95,162) | (4,633) | — | (8,759) | (108,450) | — — | — |
| Aigües Minerals Vilajuïga, S.A. | Spain | Industrial | 99.999 | 0.001 | 100.000 | 75 | 1,355 | — | — | (1,352) | 77 | 191 — | — |
| GigaGen Inc. | United States |
Industrial | — | 100.000 | 100.000 | 1 | (45,008) | (1,352) | — | (30,458) | (76,816) | — — | — |
| Plasmavita Healthcare GmbH | Germany | Industrial | — | 50.000 | 50.000 | 25 | 13,425 | 20,000 | — | 4,119 | 37,569 | — — | — |
| Medcom, S.A. | Spain | Research | — | 45.000 | 45.000 | 122 | 1,004 | — | — | (321) | 805 | — — | — |
| Plasmavita Healthcare II GmbH | Austria | Industrial | — | 50.000 | 50.000 | 35 | (364) | 6,500 | — | 461 | 6,632 | — — | — |
| Grifols Korea Co., Ltd | Corea del Sur |
Commercial | 100.000 | — | 100.000 | 75 | 2,232 | (219) | — | (131) | 1,956 | 73 — | — |
| Grifols Canada Therapeutics Inc. (formerly Green Cross Biotherapeutics, Inc) |
Canada | Industrial | 0.020 | 99.980 | 100.000 | (983) | 374,830 | 15,062 | — | (4,982) | 383,926 | 19,731 — | — |
| Biomat Holdings, LLC | South Korea | 0 | — | 100.000 | 100.000 | — | (8,422) | (348) | — | (4,150) | (12,919) | — — | — |
| Grifols Laboratory Solutions Inc. | United States |
Commercial | — | 100.000 | 100.000 | — | (5,901) | (468) | — | (2,663) | (9,031) | — — | — |
| Grifols Middle East & Africa LLC | Egypt | Services | 99.990 | 0.010 | 100.000 | 684 | (1,451) | 410 | — | (51) | (407) | — — | — |
| Biomat Newco, Corp. | United States |
Industrial | — | 90.000 | 90.000 | — | (25,952) | 34,872 | — | 233,709 | 242,630 | — — | — |
| Biomat Holdco, LLC. | United States |
Services | — | 100.000 | 100.000 | — | 62,189 | 15,375 | — | — | 77,563 | — — | — |
| Grifols Bio North America, LLC. | United States |
Industrial | — | 100.000 | 100.000 | — | 8,773 | 387 | — | 3,010 | 12,170 | — — | — |
| Grifols Pyrenees Research Center, S.L. | Andorra | Industrial | — | 100.000 | 100.000 | 4 | 109 | — | — | (937) | (825) | — — | — |
| Grifols Canada Plasma Inc. (formerly Prometic Plasma Resources, Inc.) |
Canada | Industrial | — | 100.000 | 100.000 | — | 5,185 | (739) | — | (209) | 4,237 | — — | — |
| Grifols Egypt for Plasma Derivatives (S.A.E.) |
Egypt | Industrial | 49.000 | — | 49.000 | 202,137 | (1,553) | — | — | (1,877) | 198,706 | 113,197 — | — |
| Albimmune, S.L. | Spain | Research | — | 51.000 | 51.000 | 3 | (3,600) | — | — | (1,643) | (5,239) | — — | — |
| Biotest AG and Subsidiaries (2) | Germany | Industrial | 24.700 | 45.480 | 70.180 | 39,571 | 468,016 | (3,194) | — | 19,726 | 524,119 | 370,001 — | 684 |
| Grifols Biotest Holding, GmbH | Germany | Corporate | 100.000 | — | 100.000 | 50 | 597,157 | — | — | (11,647) | 585,560 | 872,514 — | — |
| Biotest UK Ltd. | United Kingdom |
Commercial | — | 100.000 | 100.000 | 3 | 73 | (76) | — | — | — | — — | — |
| Haema, GmbH (formerly Haema AG) (3) | Germany | Industrial | — | — | — | 15,000 | 70,551 | (1) | — | 9,825 | 95,375 | — — | — |
| % ownership | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Registered office |
Activity | Dir | Ind | Total | Shared Capital |
Reserves | Other equity Items |
Interim Dividends |
Profit/(loss) for the year |
Total Equity |
Carrying Amount of Investment (1) |
Dividends Recieved in (4) 2024 |
| BPC Plasma Inc (3) | United States |
Industrial | — | — | — | (3,131) | (6,656) | 12,711 | — | 33,656 | 36,580 | — — | — |
| Haema Plasma Kft | Hungary | Industrial | — | 100.000 | 100.000 | 33 | 21,126 | (2,185) | — | 3,071 | 22,045 | — — | — |
| Biotek America LLC | United States |
Industrial | — | 75.000 | 75.000 | — | (29,088) | 2,649 | — | 5,743 | (20,696) | — — | — |
| Grifols Canada Plasma – Ontario Inc. (formerly Canada Inc.) |
Canada | Services | — | 100.000 | 100.000 | — | — | 3 | — | (2,365) | (2,362) | — — | — |
| 3,551,066 — | 684 |
(1) The acquisition cost of certain investments might be modified in specific circumstances, although the Company considers that they will not occur, but in any case their impact would not be significant.
(2) Biotest AG is the parent company of the Biotest Group, which is composed of the following companies: Biotest Austria, GmbH; Biotest (Schweiz) AG; Biotest Hungaria Kft; Biotest Hellas M.E.P.E.; Biotest Lux S.à.r.l.; Biotest Pharmaceuticals Ilaç Pazarlama Anonim Sirketi; Biotest Pharma, GmbH; BioDarou PLC; Biotest Grundstücksverwaltungs GmbH; Plasma Service Europe GmbH; Cara Plasma s.r.o. y Plazmaszolgálat Kft.
(3) Despite not having direct or indirect participation in these companies' share capital, they are included as they are dependent companies.
(4) In addition to the dividends received from Biotest AG, Euros 6,725 thousand were received from Shanghai RAAS during the period when the investment was classified as an associate. As of December 31, 2024, the participation has been reclassified to financial assets with third parties and is no longer included in this Appendix.
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
| % owernship | Thousand Euros | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Registered office |
Activity | Dir | Ind | Total | Share capital |
Reserves | Other equity items |
Interim dividends |
Profit/(loss) | for the year Total equity | Carrying amount of investment (1) |
Dividends received in 2023 |
|
| Alkahest, Inc. | United States |
Research | — | 100.000 | 100.000 | 37,768 | (246,002) | (3,904) | — | (65,277) | (277,415) | — | — | |
| Kiro Grifols, S.L | Spain | Research | 99.700 | 0.300 | 100.000 | 3 | (73) | — | — | (3,815) | (3,885) | 40,150 | — | |
| Progenika Biopharma, S.A. | Spain | Industrial | 99.999 | > 0,001 | 100.000 | 615 | 35,427 | 17 | — | 4,997 | 41,056 | 79,636 | — | |
| Instituto Grifols, S.A. | Spain | Industrial | 99.998 | 0.002 | 100.000 | 1,538 | 483,653 | 1,448 | — | 221,330 | 707,969 | 2,986 | — | |
| Diagnostic Grifols, S.A. | Spain | Industrial | — | 55% (economic rights)/ 60% (voting rights) |
55% (economic rights)/ 60% (voting rights) |
337 | 130,470 | 194 | — | 7,936 | 138,937 | — | — | |
| Grifols Movaco, S.A. | Spain | Commercial | 99.999 | 0.001 | 100.000 | 2,405 | 32,187 | 384 | — | 8,124 | 43,100 | 4,289 | — | |
| Laboratorios Grifols, S.A. | Spain | Industrial | 99.999 | > 0,001 | 100.000 | 21,798 | 5,993 | 326 | — | 4,585 | 32,702 | 57,478 | — | |
| Biomat,S.A. | Spain | Industrial | 99.900 | 0.100 | 100.000 | 60 | 3,791 | 111 | — | 821 | 4,783 | 171 | — | |
| Grifols International, S.A. | Spain | Commercial | 99.998 | 0.002 | 100.000 | 2,860 | 65,457 | 4,380 | — | 8,034 | 80,731 | 7,240 | — | |
| Grifols Engineering, S.A. | Spain | Industrial | 99.950 | 0.050 | 100.000 | 60 | 4,444 | 82 | — | 55 | 4,641 | 142 | — | |
| Grifols Viajes, S.A. | Spain | Services | 99.900 | 0.100 | 100.000 | 60 | 853 | — | — | (126) | 787 | 725 | — | |
| Araclon Biotech, S.L. | Spain | Research | — | 75.850 | 75.850 | 12 | (2,352) | — | — | (2,251) | (4,591) | — | — | |
| Grifols Worldwide Operations USA Inc. | United States |
Industrial | — | 100.000 | 100.000 | — | 44,985 | 4,595 | — | 2,095 | 51,675 | — | — | |
| Grifols Chile, S.A. | Chile | Commercial | 99.000 | 1.000 | 100.000 | 385 | 25,210 | (6,570) | — | 4,982 | 24,007 | 390 | — | |
| Grifols Argentina, S.A. | Argentina | Commercial | 95.010 | 4.990 | 100.000 | 956 | 36,972 | (27,569) | — | (9,569) | 790 | — | — | |
| Grifols Portugal Productos Farmacéuticos e Hospitalares, Lda. |
Portugal | Commercial | 0.010 | 99.990 | 100.000 | 512 | 9,825 | 6 | — | 773 | 11,116 | 6 | — | |
| Grifols, s.r.o. | Czech Republic |
Commercial | 100.000 | — | 100.000 | 52 | 9,415 | 475 | — | 3,444 | 13,386 | 52 | — | |
| Grifols USA, LLC | United States |
Commercial | — | 100.000 | 100.000 | 562 | 234,099 | 1,881 | — | 100,491 | 337,033 | — | — | |
| Grifols UK, Ltd. | United Kingdom |
Commercial | 100.000 | — | 100.000 | 4 | 10,305 | (320) | — | 363 | 10,352 | 21,546 | — | |
| Grifols Italia, S.p.A. | Italy | Commercial | 100.000 | — | 100.000 | 2,496 | 9,760 | 13 | — | 3,506 | 15,775 | 5,329 | — | |
| Grifols Brasil, Lda. | Brazil | Commercial | 99.999 | > 0,001 | 100.000 | 65,264 | (20,440) | (11,807) | — | 12,912 | 45,929 | 31,605 | — |
This appendix forms an integral part of Note 13 to the annual accounts, in conjunction with which it should be read.
| % owernship | Thousand Euros | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Registered office |
Activity | Dir | Ind | Total | Share capital |
Reserves | Other equity items |
Interim dividends |
Profit/(loss) | for the year Total equity | Carrying amount of investment (1) |
Dividends received in 2023 |
|
| Grifols France, S.A.R.L. | France | Commercial | 99.990 | 0.010 | 100.000 | 658 | 6,114 | — | — | 2,118 | 8,890 | 658 | — | |
| Biomat USA, Inc. | United States |
Industrial | — | 77.500 | 77.500 | — | 812,887 | 63,761 | — | 41,568 | 918,216 | — | — | |
| Squadron Reinsurance Designated Activity Company |
Ireland | Services | — | 100.000 | 100.000 | 635 | 94,011 | (1,180) | — | 12,805 | 106,271 | — | — | |
| Grifols Biologicals, LLC. | United States |
Industrial | — | 100.000 | 100.000 | — | 179,855 | 33,658 | — | 21,150 | 234,663 | — | — | |
| Grifols Shared Services North America, Inc. |
United States |
Services | 100.000 | — | 100.000 | — | 2,234,296 | 556,413 | — | 144,407 | 2,935,116 | 1,346,496 | — | |
| Grifols Asia Pacific Pte. Ltd. | Singapore | Commercial | 100.000 | — | 100.000 | 362 | 14,403 | 1,407 | — | 1,520 | 17,692 | 972 | — | |
| Grifols (Thailand), Ltd. | Thailand | Commercial | — | 48.000 | 48.000 | 61 | 8,220 | 568 | — | 1,234 | 10,083 | — | — | |
| Grifols Malaysia Sdn Bhd | Malaysia | Commercial | — | 49.000 | 49.000 | 30 | 6,954 | (581) | — | 1,667 | 8,070 | — | — | |
| Grifols Polska, Sp.z.o.o. | Poland | Commercial | 100.000 | — | 100.000 | 11 | 4,196 | 217 | — | 671 | 5,095 | 11 | — | |
| Grifols México, S.A. de CV | Mexico | Commercial | 100.000 | — | 100.000 | 490 | 23,429 | 315 | — | 2,470 | 26,704 | 696 | — | |
| Grifols Australia Pty Ltd | Australia | Industrial | 100.000 | — | 100.000 | 1,695 | 10,822 | (2,238) | — | 995 | 11,274 | 34,983 | — | |
| Medion Grifols Diagnostic AG | Switzerland | Industrial | — | 55% (economic rights)/ 60% (voting rights) |
55% (economic rights)/ 60% (voting rights) |
2,487 | 14,332 | 2,334 | — | 3,507 | 22,660 | — | — | |
| Grifols Colombia, Ltda. | Colombia | Commercial | 99.990 | 0.010 | 100.000 | 823 | 653 | (347) | — | (67) | 1,062 | 575 | — | |
| Grifols Nordic AB | Sweden | Commercial | 100.000 | — | 100.000 | 10 | 4,154 | (365) | — | 509 | 4,308 | 5,151 | — | |
| Grifols Deutschland, GmbH | Germany | Commercial | 100.000 | — | 100.000 | 25 | 17,547 | (100) | — | 6,763 | 24,235 | 7,164 | — | |
| Grifols Therapeutic LLC. | United States |
Industrial | — | 100.000 | 100.000 | (2,886) | 747,700 | 343,363 | — | 180,793 | 1,268,970 | — | — | |
| Grifols Worldwide Operations Limited | Ireland | Industrial | 100.000 | — | 100.000 | — | 550,932 | 45,777 | 11,302 | (161,883) | 446,128 | 513,087 | — | |
| Grifols Pharmaceutical Technology (Shanghai) Co., Ltd. |
China | Commercial | 100.000 | — | 100.000 | 1,000 | 13,696 | (640) | — | 2,447 | 16,503 | 1,025 | — | |
| Grifols Diagnostics Solutions Inc | United States |
Industrial | — | 55% (economic rights)/ 60% (voting rights) |
55% (economic rights)/ 60% (voting rights) |
— | 3,676,836 | 138,656 | — | 106,706 | 3,922,198 | — | — | |
| Grifols (H.K.), Limited | Hong Kong | Commercial | — | 55% (economic rights)/ 60% (voting rights) |
55% (economic rights)/ 60% (voting rights) |
37,899 | 44,467 | 8,564 | — | 6,062 | 96,992 | — | — | |
| Grifols Japan K.K. | Japan | Commercial | 100.000 | — | 100.000 | 354 | 3,456 | (517) | — | 376 | 3,669 | 713 | — | |
| Grifols Pharmaceutical Technology Co., Ltd. Beijing Branch |
China | Commercial | -- | 100.000 | 100.000 | — | (10,012) | 451 | — | (1,450) | (11,011) | — | — | |
| Grifols India Healthcare Private Ltd. | India | Commercial | 99.984 | 0.016 | 100.000 | 2 | 2,268 | (286) | — | 163 | 2,147 | 603 | — |
| % owernship | Thousand Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Registered office |
Activity | Dir | Ind | Total | Share capital |
Reserves | Other equity items |
Interim dividends |
Profit/(loss) | for the year Total equity | Carrying amount of investment (1) |
Dividends received in 2023 |
| Grifols Canada, Ltd. | Canada | Industrial | 100.000 | -- | 100.000 | — | 7,404 | (917) | (604) | 2,991 | 8,874 | 2,263 | — |
| Grifols Diagnostics Equipment Taiwan Ltd. |
Taiwan | Commercial | 100.000 | — | 100.000 | 181 | 1,513 | 37 | — | 183 | 1,914 | 185 | — |
| Grifols Innovation and New Technologies Ltd. |
Ireland | Research | — | 100.000 | 100.000 | — | 281,223 | 11,822 | — | (41,023) | 252,022 | — | — |
| AlbaJuna Therapeutics, S.L | Spain | Research | — | 100.000 | 100.000 | 10 | (1,804) | — | — | (30) | (1,824) | — | — |
| Grifols Bio Supplies Inc. (formerly Interstate Blood Bank, Inc.) |
United States |
Industrial | — | 100.000 | 100.000 | 103 | (84,819) | 1,784 | — | (10,344) | (93,276) | — | — |
| Aigües Minerals Vilajuïga, S.A. | Spain | Industrial | 99.999 | 0.001 | 100.000 | 75 | 2,706 | — | — | (1,352) | 1,429 | 1,457 | — |
| GigaGen Inc. | United States |
Industrial | — | 100.000 | 100.000 | 1 | (22,986) | 2,498 | — | (22,023) | (42,510) | — | — |
| Plasmavita Healthcare GmbH | Germany | Industrial | — | 50.000 | 50.000 | 25 | 5,498 | 20,000 | — | 7,927 | 33,450 | — | — |
| Mecwins, S.A. | Spain | Industrial | — | 24.990 | 24.990 | 141 | 6,520 | 201 | — | (718) | 6,144 | — | — |
| Medcom, S.A. | Spain | Research | — | 45.000 | 45.000 | — | — | — | — | — | — | — | — |
| Plasmavita Healthcare II GmbH | Austria | Industrial | -- | 50.000 | 50.000 | 35 | (746) | 6,500 | — | 382 | 6,171 | — | — |
| Shanghai RAAS Blood Products Co. Ltd. | China | Corporate | 26.200 | -- | 26.200 | 844,139 | 2,237,996 | 415,354 | — | 228,049 | 3,725,539 | 447,262 | 6,891 |
| Grifols Korea Co., Ltd | South Korea | Commercial | 100.000 | -- | 100.000 | 75 | 1,656 | (78) | — | 576 | 2,229 | 73 | — |
| Grifols Canada Therapeutics Inc. (formerly Green Cross Biotherapeutics, Inc) |
Canada | Industrial | 0.020 | 99.980 | 100.000 | (983) | 379,989 | 23,117 | — | (5,160) | 396,963 | 19,731 | — |
| Grifols Laboratory Solutions Inc. | United States |
Commercial | — | 100.000 | 100.000 | — | (2,787) | 32 | — | (3,113) | (5,868) | — | — |
| Grifols Middle East & Africa LLC | Egypt | Services | 99.990 | 0.010 | 100.000 | 684 | (984) | 244 | — | (467) | (523) | — | — |
| Biomat Newco, Corp. | United States |
Industrial | — | 100.000 | 100.000 | — | 6,878 | 29,758 | — | (32,830) | 3,806 | — | — |
| Biomat Holdco, LLC. | United States |
Services | — | 100.000 | 100.000 | — | 62,189 | 10,408 | — | — | 72,597 | — | — |
| Grifols Bio North America, LLC. | United States |
Industrial | — | 100.000 | 100.000 | — | 4,079 | (312) | — | 4,694 | 8,461 | — | — |
| Grifols Pyrenees Research Center, S.L. | Andorra | Industrial | — | 80.000 | 80.000 | 4 | 163 | — | — | (54) | 113 | — | — |
| Prometic Plasma Resources, Inc. | Canada | Industrial | 0.020 | 99.980 | 100.000 | — | 9,138 | (649) | — | (3,953) | 4,536 | — | — |
| Grifols Egypt for Plasma Derivatives (S.A.E.) |
Egypt | Industrial | 49.000 | — | 49.000 | 144,398 | (3,604) | — | — | 6,703 | 147,497 | 93,430 | — |
| Albimmune, S.L. | Spain | Research | — | 51.000 | 51.000 | 3 | (1,514) | — | — | (2,085) | (3,596) | — | — |
| Biotest AG y sociedades dependientes (2) | Germany | Industrial | 24.700 | 45.480 | 70.180 | 39,571 | 342,620 | (10,317) | — | 126,979 | 498,853 | 370,001 | — |
| Grifols Biotest Holding, GmbH | Germany | Corporate | 100.000 | — | 100.000 | 50 | 605,322 | — | — | (8,165) | 597,207 | 872,514 | — |
| Biotest France SAS | France | Commercial | — | 100.000 | 100.000 | 750 | 110 | — | — | 19 | 879 | — | — |
| Biotest UK Ltd. | United Kingdom |
Commercial | — | 100.000 | 100.000 | 3 | (420) | (76) | — | 492 | (1) | — | — |
| Biotest Italy S.r.l. | Italy | Commercial | — | 100.000 | 100.000 | 1,500 | 4,535 | — | — | (43) | 5,992 | — | — |
This appendix forms an integral part of Note 13 to the annual accounts, in conjunction with which it should be read.
| % owernship | Thousand Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Registered office |
Activity | Dir | Ind | Total | Share capital |
Reserves | Other equity items |
Interim dividends |
Profit/(loss) | for the year Total equity | Carrying amount of investment (1) |
Dividends received in 2023 |
| Biotest Farmaceutica Ltda | Brazil | Commercial | — | 100.000 | 100.000 | 3,075 | (5,153) | 11 | — | (351) | (2,418) | — | — |
| Biotest Medical S.L.U. | Spain | Commercial | — | 100.000 | 100.000 | 100 | 2,133 | — | — | 617 | 2,850 | — | — |
| Haema AG (3) | Germany | Industrial | — | — | 0.000 | 15,000 | 59,013 | (1) | — | 11,538 | 85,550 | — | — |
| BPC Plasma Inc (3) | United States |
Industrial | — | — | 0.000 | (3,131) | (15,822) | 9,536 | — | 48,658 | 39,241 | — | — |
| Haema Plasma Kft (3) | Hungary | Industrial | — | — | 0.000 | 33 | 19,029 | (614) | — | 2,097 | 20,545 | — | — |
| Biotek America LLC | United States |
Industrial | — | 75.000 | 75.000 | 3,813 | (30,914) | — | — | 7,714 | (19,387) | — | — |
| — | — | ||||||||||||
| 3,970,795 | 6,891 |
(1) The acquisition cost of certain investments might be modified in specific circumstances, although the Company considers that they will not occur, but in any case their impact would not be significant.
(2) Biotest AG is the parent company of the Biotest Group, which is composed of the following companies: Biotest Austria, GmbH; Biotest (Schweiz) AG; Biotest Hungaria Kft; Biotest Hellas M.E.P.E.; Biotest Lux S.à.r.l.; Biotest Pharmaceuticals Ilaç Pazarlama Anonim Sirketi; Biotest Pharma, GmbH; BioDarou PLC; Biotest Grundstücksverwaltungs GmbH; Plasma Service Europe GmbH; Cara Plasma s.r.o. y Plazmaszolgálat Kft.
(3) Despite not having direct or indirect participation in these companies' share capital, they are included as they are dependent companies.
| Thousand Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Non-current | |||||||||
| 2024 | Amortised cost | Fair value | Total | Amortised cost | Fair value | Total | Hierarchy | ||
| Financial assets at amortised cost | |||||||||
| Loans | |||||||||
| Fixed rate loans | 3,339,606 | — | 3,339,606 | — | — | — | |||
| Variable rate loans | 4,947,479 | — | 4,947,479 | 104,493 | — | 104,493 | |||
| Loans, Tax effect | — | — | — | 56,690 | — | 56,690 | |||
| Other loans | — | — | — | 67,798 | — | 67,798 | |||
| Trade receivables | — | — | — | 32,074 | — | 32,074 | |||
| Deposits and guarantees | 1,588 | — | 1,588 | 2,443 | — | 2,443 | |||
| Other receivables | — | — | — | 630 | — | 630 | |||
| Total | 8,288,673 | — | 8,288,673 | 264,128 | — | 264,128 | |||
| Financial assets at fair value with changes through equity account |
|||||||||
| Derivatives | — | 1,177 | 1,177 | — | 309 | 309 | Level 2 | ||
| Equity instruments | — | 416,131 | 416,131 | — | — | — | Level 1 | ||
| Total | — | 417,308 | 417,308 | — | 309 | 309 | |||
| Total financial assets | 8,288,673 | 417,308 | 8,705,981 | 264,128 | 309 | 264,437 |
| Thousand Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Non-current | |||||||||
| 2023 | Amortised cost | Fair value | Total | Amortised cost | Fair value | Total | Hierarchy | ||
| Financial assets at amortised cost | |||||||||
| Loans | |||||||||
| Fixed rate loans | 2,577,465 | — | 2,577,465 | — | — | — | |||
| Variable rate loans | 4,654,214 | — | 4,654,214 | 18,705 | — | 18,705 | |||
| Loans, Tax effect | — | — | — | 29,179 | — | 29,179 | |||
| Trade receivables | — | — | — | 51,533 | — | 51,533 | |||
| Deposits and guarantees | 1,671 | — | 1,671 | 33 | — | 33 | |||
| Other receivables | — | — | — | 6,010 | — | 6,010 | |||
| Total | 7,233,350 | — | 7,233,350 | 105,460 | — | 105,460 | |||
| Financial assets at fair value with changes through equity account |
|||||||||
| Derivatives | — | 1,043 | 1,043 | — | 20,884 | 20,884 | Level 2 | ||
| Total | — | 1,043 | 1,043 | — | 20,884 | 20,884 | |||
| Total financial assets | 7,233,350 | 1,043 | 7,234,393 | 105,460 | 20,884 | 126,344 |
| Thousand Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Legal and statutory reserves |
Differences on translation of capital to Euros |
Voluntary reserves | Profit for the year | Total | |||||
| Balance at 1 January 2024 | 23,921 | 3 | 1,381,680 | (246,735) | 1,158,869 | ||||
| Recognised income and expense Allocation 2023 losses |
— | — | — | (83,138) | (83,138) | ||||
| Reserves | — | — | (246,735) | 246,735 | — | ||||
| Other movements | — | — | (6,019) | — | (6,019) | ||||
| Balance at 31 December 2024 | 23,921 | 3 | 1,128,926 | (83,138) | 1,069,712 |
| Thousand Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Legal and statutory reserves |
Differences on translation of capital to Euros |
Voluntary reserves | Profit for the year | Total | ||||
| Balance at 1 January 2023 | 23,921 | 3 | 1,652,205 | (266,296) | 1,409,833 | |||
| Recognised income and expense Allocation 2022 losses |
— | — | — | (246,735) | (246,735) | |||
| Reserves | — | — | (266,296) | 266,296 | — | |||
| Other movements | — | — | (4,229) | — | (4,229) | |||
| Balance at 31 December 2023 | 23,921 | 3 | 1,381,680 | (246,735) | 1,158,869 |
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
| Thousand Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Non-current | ||||||||
| 2024 | Amortised cost | Fair value | Total | Amortised cost | Fair value | Total | Hierarchy | |
| Liabilities at amortised cost | ||||||||
| Bonds and other marketable securities | ||||||||
| Fixed rate (1) | 5,387,413 | — | 5,387,413 | 38,907 | — | 38,907 | ||
| Loans with Group companies | ||||||||
| Variable rate Loans | 4,276,854 | — | 4,276,854 | 26,324 | — | 26,324 | ||
| Loans, tax effect | — | — | — | 34,689 | — | 34,689 | ||
| Other loans | — | — | — | 1,424 | — | 1,424 | ||
| Loans and borrowings | ||||||||
| Fixed rate | 53,125 | — | 53,125 | 21,250 | — | 21,250 | ||
| Variable rate | 848,220 | — | 848,220 | 8,133 | — | 8,133 | ||
| Finance lease payables | 21 | — | 21 | — | — | — | ||
| Other financial liabilities | 157 | — | 157 | 57 | — | 57 | ||
| Trade and other payables | ||||||||
| Suppliers | — | — | — | 65,750 | — | 65,750 | ||
| Suppliers, Group companies | — | — | — | 2,054 | — | 2,054 | ||
| Other payables | — | — | — | 21,454 | — | 21,454 | ||
| Total | 10,565,790 | — | 10,565,790 | 220,042 | — | 220,042 | ||
| Total financial liabilities | 10,565,790 | — | 10,565,790 | 220,042 | — | 220,042 |
(1) Bonds that are traded in active markets; their fair value amounts to Euros 5,269,503 thousand (market price on the valuation date), of which Euros 38,907 thousand have a short-term maturity.
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
| Thousand Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Non-current | |||||||||
| 2023 | Amortised cost | Fair value | Total | Amortised cost | Fair value | Total | |||
| Liabilities at amortised cost | |||||||||
| Bonds and other marketable securities | |||||||||
| Fixed rate (1) | 4,571,059 | — | 4,571,059 | 30,170 | — | 30,170 | |||
| Loans with Group companies | |||||||||
| Variable rate Loans | 4,673,555 | — | 4,673,555 | 27,753 | — | 27,753 | |||
| Fixed rate Loans | — | — | — | 16,991 | — | 16,991 | |||
| Loans, tax effect | — | — | — | 19,955 | — | 19,955 | |||
| Loans and borrowings | |||||||||
| Fixed rate | 74,375 | — | 74,375 | 21,571 | — | 21,571 | |||
| Variable rate | 1,233,651 | — | 1,233,651 | 46,971 | — | 46,971 | |||
| Finance lease payables | 27 | — | 27 | 25 | — | 25 | |||
| Other financial liabilities | 213 | — | 213 | 521 | — | 521 | |||
| Trade and other payables | |||||||||
| Suppliers | — | — | — | 69,365 | — | 69,365 | |||
| Suppliers, Group companies | — | — | — | 9,731 | — | 9,731 | |||
| Other payables | — | — | — | 29,249 | — | 29,249 | |||
| Total | 10,552,880 | — | 10,552,880 | 272,302 | — | 272,302 | |||
| Liabilities at fair value with changes through equity | |||||||||
| Derivatives | — | — | — | 7,712 | — | 7,712 | Level 2 | ||
| Total | — | — | — | 7,712 | — | 7,712 | |||
| Total financial liabilities | 10,552,880 | — | 10,552,880 | 280,014 | — | 280,014 |
(1) Bonds that are traded in active markets; their fair value amounts to Euros 4,394,968 thousand (market price on the valuation date), of which Euros 30,170 thousand have a short-term maturity.
This appendix forms an integral part of Note 22 to the annual accounts, in conjunction with which it should be read.
| Thousand Euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | |||||||||||
| 2025 | 2026 | 2027 | 2028 | 2029 | Subsequent years | Less current portion |
Total non-current |
||||
| Loans | |||||||||||
| Bonds and other marketable securities | 38,907 | — | 735,496 | 2,051,917 | — 2,600,000 |
(38,907) | 5,387,413 | ||||
| Loans and borrowings | 29,383 | 25,786 | 864,934 | 10,625 | — — |
(29,383) | 901,345 | ||||
| Finance lease payables | — | 21 | — | — | — — |
— | 21 | ||||
| Other financial liabilities | 57 | 157 | — | — | — — |
(57) | 157 | ||||
| Group companies and associates | 62,437 | — | 4,276,854 | — | — — |
(62,437) | 4,276,854 | ||||
| Trade and other payables | |||||||||||
| Suppliers | 65,750 | — | — | — | — — |
(65,750) | — | ||||
| Suppliers, Group companies | 2,054 | — | — | — | — — |
(2,054) | — | ||||
| Personnel | 21,454 | — | — | — | — — |
(21,454) | — | ||||
| Total financial liabilities | 220,042 | 25,964 | 5,877,284 | 2,062,542 | — 2,600,000 |
(220,042) | 10,565,790 |
| Thousand Euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | ||||||||||
| 2024 | 2025 | 2026 | 2027 | 2028 | Subsequent years | Less current portion |
Total non-current |
|||
| Loans | ||||||||||
| Bonds and other marketable securities | 30,170 | 1,832,369 | — | 734,017 | 2,004,673 | — | (30,170) | 4,571,059 | ||
| Loans and borrowings | 68,542 | 31,387 | 31,345 | 1,234,669 | 10,625 | — | (68,542) | 1,308,026 | ||
| Finance lease payables | 25 | 23 | 3 | 1 | — | — | (25) | 27 | ||
| Derivatives | 7,712 | — | — | — | — | — | (7,712) | — | ||
| Other financial liabilities | 521 | 56 | 157 | — | — | — | (521) | 213 | ||
| Group companies and associates | 64,699 | — | — | 4,673,555 | — | — | (64,699) | 4,673,555 | ||
| Trade and other payables | ||||||||||
| Suppliers | 69,365 | — | — | — | — | — | (69,365) | — | ||
| Suppliers, Group companies | 9,731 | — | — | — | — | — | (9,731) | — | ||
| Personnel | 29,249 | — | — | — | — | — | (29,249) | — | ||
| Total financial liabilities | 280,014 | 1,863,835 | 31,505 | 6,642,242 | 2,015,298 | — | (280,014) | 10,552,880 |
| Thousand Euros | |||||||
|---|---|---|---|---|---|---|---|
| Book value | |||||||
| Loan | Currency | Interest rate | Grant date | Maturity | Amount received | Current | Non-current |
| Group | |||||||
| 7,24% (Group senior debt interest rate + |
|||||||
| Cash pooling | EUR | 1.10%) | 2027 | — | — | 4,276,854 | |
| — | — | 4,276,854 | |||||
| Unrelated parties: | |||||||
| Senior Secured Notes | EUR | 2.250 % | 15/11/2019 | 15/11/2027 | 770,000 | — | 735,496 |
| Senior Unsecured Notes | EUR | 3.875 % | 5/10/2021 | 15/10/2028 | 1,400,000 | — | 1,381,432 |
| Senior Unsecured Notes | USD | 4.750 % | 5/10/2021 | 15/10/2028 | 678,602 | — | 670,486 |
| Senior Secured Notes | EUR | 7.500 % | 30/4/2024 | 1/5/2030 | 1,300,000 | — | 1,300,000 |
| Senior Secured Notes | EUR | 7.125 % | 19/12/2024 | 1/5/2030 | 1,300,000 | — | 1,300,000 |
| European Investment Bank | EUR | 2.020 % | 22/12/2017 | 22/12/2027 | 85,000 | 10,625 | 21,250 |
| European Investment Bank | EUR | 2.150 % | 25/9/2018 | 25/9/2028 | 85,000 | 10,625 | 31,875 |
| Tranche B | EUR | Euribor +2,25% | 15/11/2019 | 15/11/2027 | 1,360,000 | — | 848,220 |
| Others, credit facilities | EUR | 2025 | 3 | 3 | — | ||
| 6,978,605 | 21,253 | 6,288,759 | |||||
| 6,978,605 | 21,253 | 10,565,613 |
| Book value | |||||||
|---|---|---|---|---|---|---|---|
| Loan | Currency | Interest rate | Grant date | Maturity | Amount received | Current | Non-current |
| Group | |||||||
| 6.94% (Group senior debt interest rate + |
|||||||
| Cash pooling | EUR | 1.10%) | 2027 | — | — | 4,673,555 | |
| — | — | 4,673,555 | |||||
| Unrelated parties: | |||||||
| Senior Unsecured Notes | EUR | 3.200 % | 26/4/2017 | 26/4/2025 | 1,000,000 | — | 997,324 |
| Senior Secured Notes | EUR | 2.250 % | 15/11/2019 | 15/11/2027 | 770,000 | — | 734,017 |
| Senior Secured Notes | EUR | 1.630 % | 15/11/2019 | 15/2/2025 | 905,000 | — | 835,045 |
| Senior Unsecured Notes | EUR | 3.875 % | 5/10/2021 | 15/10/2028 | 1,400,000 | — | 1,376,788 |
| Senior Unsecured Notes | USD | 4.750 % | 5/10/2021 | 15/10/2028 | 638,009 | — | 627,885 |
| European Investment Bank | EUR | 2.020 % | 22/12/2017 | 22/12/2027 | 85,000 | 10,625 | 31,875 |
| European Investment Bank | EUR | 2.150 % | 25/9/2018 | 25/9/2028 | 85,000 | 10,625 | 42,500 |
| Tranche B | EUR | Euribor +2,25% | 15/11/2019 | 15/11/2027 | 1,360,000 | 10,171 | 1,233,651 |
| Bankinter | EUR | 4,87 - 6,45% | 21/11/2014 | 30/9/2024 | 10,000 | 1,029 | — |
| Others, credit facilities | EUR | 2024 | — | 14,402 | — | ||
| Factoring, BBVA | EUR | 2024 | — | 13,072 | — | ||
| 6,253,009 | 59,924 | 5,879,085 | |||||
| 6,253,009 | 59,924 | 10,552,640 |
| Thousand Euros | |||||||
|---|---|---|---|---|---|---|---|
| Income statement | Income and expense recognised in equity | ||||||
| 2024 | Increases | Decreases | Net | Increases | Decreases | Net | Total |
| Income and expenses for the period | — | — | (83,138) | — | — | 2,770 | (80,368) |
| Income tax | — | — | (75,977) | — | — | (692) | (76,669) |
| Income tax, prior years | — | — | 51,756 | — | — | — | 51,756 |
| Other income tax | — | — | 31,904 | — | — | — | 31,904 |
| Losses before income tax | — | — | (75,455) | — | — | 2,078 | (73,377) |
| Permanent differences | |||||||
| Individual company | 46,416 | 243,360 | (196,944) | — | — | — | (196,944) |
| Tax consolidation adjustments | (23,529) | — | (23,529) | — | — | — | (23,529) |
| Temporary differences | |||||||
| Individual company | |||||||
| Originating in current year | 165,656 | — | 165,656 | — | — | — | 165,656 |
| Originating in prior years | (320) | 24,821 | (25,141) | — | — | — | (25,141) |
| Tax loss | — | — | (155,413) | — | — | 2,078 | (153,335) |
| Thousand Euros | |||||||
|---|---|---|---|---|---|---|---|
| Income statement | Income and expense recognised in equity | ||||||
| 2023 | Increases | Decreases | Net | Increases | Decreases | Net | Total |
| Income and expenses for the period | — | — | (246,735) | — | — | (18,732) | (265,467) |
| Income tax | — | — | (83,598) | — | — | 4,682 | (78,916) |
| Income tax, prior years | — | — | 12,296 | — | — | — | 12,296 |
| Other income tax | — | — | (273) | — | — | — | (273) |
| Losses before income tax | — | — | (318,310) | — | — | (14,050) | (332,360) |
| Permanent differences Individual company |
8,783 | 16,146 | (7,363) | — | — | — | (7,363) |
| Tax consolidation adjustments | (4,508) | — | (4,508) | — | — | — | (4,508) |
| Temporary differences | |||||||
| Individual company | |||||||
| Originating in current year | 181,702 | — | 181,702 | — | — | — | 181,702 |
| Originating in prior years | 117 | 1,486 | (1,369) | — | — | — | (1,369) |
| Tax loss | (149,848) | (14,050) | (163,898) |
| Thousand Euros | ||||
|---|---|---|---|---|
| Profit and loss | Total | |||
| Income and expenses for the period before tax | (75,455) | (75,455) | ||
| Tax at 25% | (18,864) | (18,864) | ||
| Non-taxable income | ||||
| Reversal impairment of investments | 2,300 | 2,300 | ||
| Dividends, double taxation (exemption) | (2,249) | (2,249) | ||
| Profit from the sale of shares | (58,591) | (58,591) | ||
| Non-deductible expenses | ||||
| Donations | 1,627 | 1,627 | ||
| Others | 1,795 | 1,795 | ||
| Deductions and credits for the current year | (1,995) | (1,995) | ||
| Other corporate tax expenses (other territories) | 31,904 | 31,904 | ||
| Adjustment of deductions in prior years | (294) | (294) | ||
| Non-deductible provisions | 52,050 | 52,050 | ||
| Taxable income/(tax loss) | 7,683 | 7,683 |
| Thousand Euros | ||||
|---|---|---|---|---|
| Profit and loss | Total | |||
| Income and expenses for the period before tax | (318,310) | (318,310) | ||
| Tax at 25% | (79,577) | (79,577) | ||
| Non-taxable income | ||||
| Reversal impairment of investments | (2,400) | (2,400) | ||
| Dividends, double taxation (exemption) | (1,637) | (1,637) | ||
| Non-deductible expenses | ||||
| Donations | 743 | 743 | ||
| Others | 327 | 327 | ||
| Deductions and credits for the current year | (1,053) | (1,053) | ||
| Other corporate tax expenses (other territories) | (273) | (273) | ||
| Adjustment of deductions in prior years | 5,295 | 5,295 | ||
| Non-deductible provisions | 7,000 | 7,000 | ||
| Taxable income/(tax loss) | (71,575) | (71,575) |
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
| Thousand Euros | |||||
|---|---|---|---|---|---|
| 2024 | Group companies | Associates | Directors | Other related parties | Total |
| Non-current investments in Group companies | |||||
| Loans to companies | 8,287,085 | — | — | — | 8,287,085 |
| Deposits and guarantees | — | — | — | 943 | 943 |
| Total non-current assets | 8,287,085 | — | — | 943 | 8,288,028 |
| Trade and other receivables (Note 15) | |||||
| Trade receivables from Group and associates Current investments in Group companies and associates |
23,485 | 7,093 | — | — | 30,578 |
| Loans to companies | 228,981 | — | — | — | 228,981 |
| Total current assets | 252,466 | 7,093 | — | — | 259,559 |
| Total assets | 8,539,551 | 7,093 | — | 943 | 8,547,587 |
| Non-current payables to Group companies | 4,276,854 | — | — | — | 4,276,854 |
| Non-current payables Other financial liabilities |
107 | — | — | — | 107 |
| Total non-current liabilities | 4,276,961 | — | — | — | 4,276,961 |
| Current payables to Group companies | 62,437 | — | — | — | 62,437 |
| Trade and other payables (Note 22) | |||||
| Suppliers | — | — | — | 4,797 | 4,797 |
| Suppliers, Group companies and associates | 2,054 | — | — | — | 2,054 |
| Total current liabilities | 64,491 | — | — | 4,797 | 69,288 |
| Total liabilities | 4,341,452 | — | — | 4,797 | 4,346,249 |
This appendix forms an integral part of Note 26 to the annual accounts, in conjunction with which it should be read.
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
| Thousand Euros | ||||||
|---|---|---|---|---|---|---|
| 2023 | Group companies | Associates | Directors | Other related parties | Total | |
| Non-current investments in Group companies | ||||||
| Loans to companies | 7,231,679 | — | — | — | 7,231,679 | |
| Deposits and guarantees | — | — | — | 943 | 943 | |
| Total non-current assets | 7,231,679 | — | — | 943 | 7,232,622 | |
| Trade and other receivables (Note 15) | ||||||
| Trade receivables from Group and associates | 44,416 | 6,536 | — | — | 50,952 | |
| Other debtors | — | — | — | 5,609 | 5,609 | |
| Current investments in Group companies and associates | ||||||
| Loans to companies | 47,884 | — | — | — | 47,884 | |
| Total current assets | 92,300 | 6,536 | — | 5,609 | 104,445 | |
| Total assets | 7,323,979 | 6,536 | — | 6,552 | 7,337,067 | |
| Non-current payables to Group companies Non-current payables |
4,673,555 | — | — | — | 4,673,555 | |
| Other financial assets | 107 | — | — | — | 107 | |
| Total non-current liabilities | 4,673,662 | — | — | — | 4,673,662 | |
| Current payables to Group companies and associates | 44,744 | 19,955 | — | — | 64,699 | |
| Trade and other payables (Note 22) | ||||||
| Suppliers | — | — | — | 2,675 | 2,675 | |
| Suppliers, Group companies and associates | 9,731 | — | — | — | 9,731 | |
| Total current liabilities | 54,475 | 19,955 | — | 2,675 | 77,105 | |
| Total liabilities | 4,728,137 | 19,955 | — | 2,675 | 4,750,767 |
This appendix forms an integral part of Note 26 to the annual accounts, in conjunction with which it should be read.
| Thousand Euros | ||||||
|---|---|---|---|---|---|---|
| 2024 | Group companies | Associates | Key management personnel |
Directors | Other related Parties | Total |
| Licencing income | 32,652 | — | — | — | — | 32,652 |
| Other services rendered | 210,044 | 4,633 | — | — | — | 214,677 |
| Finance income | 445,825 | — | — | — | — | 445,825 |
| Dividends | 684 | 6,725 | — | — | — | 7,409 |
| Total income | 689,205 | 11,358 | — | — | — | 700,563 |
| Operating lease expenses | — | — | — | — | 7,201 | 7,201 |
| Other services received | 12,496 | — | — | — | 4,381 | 16,877 |
| Remunerations | — | — | 10,397 | 15,101 | — | 25,498 |
| Financial expenses | 314,521 | — | — | — | — | 314,521 |
| Total expenses | 327,017 | — | 10,397 | 15,101 | 11,582 | 364,097 |
| Cost of assets acquired | ||||||
| Intangibles | 167 | — | — | — | — | 167 |
| Tangibles | 134 | — | — | — | — | 134 |
| Total investments | 301 | — | — | — | — | 301 |
| Thousand Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | Group companies | Associates | Key management personnel |
Directors | Other related Parties | Total | ||
| Licencing income | 35,174 | — | — | — | — | 35,174 | ||
| Other services rendered | 200,637 | 6,521 | — | — | 14 | 207,172 | ||
| Finance income | 369,527 | — | — | — | — | 369,527 | ||
| Dividends | — | 6,891 | — | — | — | 6,891 | ||
| Total income | 605,338 | 13,412 | — | — | 14 | 618,764 | ||
| Operating lease expenses | — | — | — | — | 7,234 | 7,234 | ||
| Other services received | 10,291 | — | — | — | 2,052 | 12,343 | ||
| Remunerations | — | — | 17,046 | 7,118 | — | 24,164 | ||
| Financial expenses | 302,222 | — | — | — | — | 302,222 | ||
| Total expenses | 312,513 | — | 17,046 | 7,118 | 9,286 | 345,963 | ||
| Cost of assets acquired | ||||||||
| Intangibles | 324 | — | — | — | — | 324 | ||
| Tangibles | 403 | — | — | — | — | 403 | ||
| Total investments | 727 | — | — | — | — | 727 |
| Thousand Euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Domestic | Rest of European Union | United States | Rest of the world | Total | ||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Revenue from the rendering of services | 57,308 | 49,492 | 77,268 | 62,615 | 73,056 | 82,119 | 7,535 | 13,424 | 215,167 | 207,650 |
| Licencing income | 32,652 | 35,174 | — | — | — | — | — | — | 32,652 | 35,174 |
| Dividends | — | — | 684 | — | — | — | 6,725 | 6,891 | 7,409 | 6,891 |
| Financial income | 33 | 33 | 445,792 | 369,494 | — | — | — | — | 445,825 | 369,527 |
| 89,993 | 84,699 | 523,744 | 432,109 | 73,056 | 82,119 | 14,260 | 20,315 | 701,053 | 619,242 |
| Assets | 2022 |
|---|---|
| Investment property | 20,280 |
| Non-current investments | 603 |
| Deferred tax assets | 29 |
| Total non-current assets | 20,912 |
| Trade and other receivables | 483 |
| Total current assets | 483 |
| Total assets | 21,395 |
| Equity and Liabilities | |
| Capital and reserves | 11,530 |
| Capital Registered capital |
3,006 |
| Reserves | 5,860 |
| Profit for the year | 2,664 |
| Total equity | 11,530 |
| Non-current payables | 666 |
| Other financial liabilities | 666 |
| Group companies and associates, non-current | 8,573 |
| Total non-current liabilities | 9,239 |
| Group companies and associates, current | 624 |
| Trade and other payables | 2 |
| Total current liabilities | 626 |
| Total equity and liabilities | 21,395 |
| Assets | 2022 |
|---|---|
| Non-current investments in Group companies and associates | 2,017,065 |
| Deferred tax assets | 5,799 |
| Total non-current assets | 2,022,864 |
| Current investments in Group companies and associates | 25,698 |
| Total current assets | 25,698 |
| Total assets | 2,048,562 |
| Equity and Liabilities | |
| Capital and reserves | 5,050 |
| Capital | |
| Registered capital | 60 |
| Reserves | 29,603 |
| Profit for the year | (24,613) |
| Total equity | 5,050 |
| Non-current payables | 2,025,448 |
| Promissory notes | 2,025,448 |
| Total non-current liabilities | 2,025,448 |
| Current payables | 17,843 |
| Promissory notes | 17,843 |
| Group companies and associates, current | 215 |
| Trade and other payables | 6 |
| Total current liabilities | 18,064 |
| Total equity and liabilities | 2,048,562 |
To the shareholders:
Grifols, S.A. is a Spanish holding company specialised in the pharmaceutical-clinical sector. It is the parent company of the Grifols Group and its principal activities are as follows:
The Company obtains its income from leasing its buildings and rendering services, and through dividends from its subsidiaries.
The Group's treasury budget anticipates meeting all its commitments in the next 12 months. The Group has various additional financing alternatives, such as negotiations with debt holders, accessing the debt market, or potential divestments in non-strategic assets, to optimize the debt structure and its financial cost.
The Company's profits could be affected by events related to the activities of its subsidiaries, such as a lack of raw materials for product manufacturing, the arrival of competitor products on the market or regulatory changes in the markets in which it operates.
At the date of authorisation for issue of these annual accounts, the Company has taken the measures it considers appropriate to mitigate any possible effects arising from the afore mentioned events.
As of 31 December 2024, the Company has treasury stock of Euros 134,448 thousand, as described in Note 19 of the accompanying annual accounts. Transactions involving treasury stock in 2024 are described in Note 19 of the accompanying annual accounts.
The Company does not conduct any research and development activities.
The Company's financial risk management policy is detailed in Note 12 to the accompanying annual accounts.
The average payment period to the Company's suppliers for 2024 is 60 days, which is just at the maximum period of 60 days established by the transitional arrangement set out in the Spanish Law 15/2010. Regarding the payments made after the regulatory deadline, the Company is studying the best practices to reduce the average number of days.
In September 2024, the cross currency swap was terminated in advance.
In relation to the sale of shares in SRAAS (see Note 17) and with the aim of reducing exposure to EUR/RMB exchange rate fluctuations and ensuring the amount received in euros, the Company has entered into a derivative valued at fair value with changes recognized in the profit and loss account
At the beginning of the 2023, the Company has entered into a hedge for the variation in the price of electricity. This contract has been entirely used to hedge the purchase price of electric energy against potential market price increases. The derivatives hedging the energy price meet the requirements for hedge accounting, and therefore, variations in the value of this financial instrument are recorded (net of taxes) in equity.
The non-financial information statement and sustainability information is presented in the consolidated Directors' report of the Grifols, S.A and Subsidiaries Group of which the Company forms part, and has been prepared in line with the requirements set out in Law 11/2018 of 28 December 2018 on non-financial information and diversity, approved on 13 December 2018 by the Spanish Congress of Representatives, amending the Spanish Code of Commerce, the Revised Spanish Companies Act approved by Royal Legislative Decree 1/2010 of 2 July 2010 and Spanish Audit Law 22/2015 of 20 July 2015, as regards non-financial information and diversity (under Royal-Decree Law 18/2017 of 24 November 2017).
The Annual Corporate Governance Report and the Annual Report on Remuneration of Directors of Grifols, S.A. forms part of this Directors' report and is available at www.grifols.es. It is also published as Other Relevant Information on the Spanish National Securities Market Commission (CNMV) website.
In accordance with the agreements in force between a Group company and Immunotek GH LLC, in January 2025, 8 plasma centers were acquired. In February 2025, the remaining 6 were acquired with the payment of the price deferred to January 2026. See Note 20 c).
Additionally, on 3 February 2025, Immunotek released three out of the five guarantees (see Note 20 c)) that Grifols Shared Services North America, Inc. (a subsidiary fully owned and managed by the Grifols Group) had granted to Immunotek in June 2023 for lease contracts related to certain Immunotek plasma collection centres not affected by the collaboration under Biotek America LLC. The remaining two guarantees, with an amount totalling approximately USD 20 million, are still in force and are expected to remain in force for as long as the lease agreements remain in force, and which balance is being reduced as and when the underlying lease term is reduced.
On February 21, further commitments from banks amounting to USD 74.5 million were signed, increasing the Multicurrency Revolving Credit Facility (RCF), guaranteed by the Company (see Note 22 b)), to USD 1,353 million until November 2025, and from that date onwards, to USD 938 million until its maturity in May 2027. The upsize in the extended RCF tranche is expected to become effective on or around 27 February 2025.
Following a meeting of the members of the Board of Directors of Grifols, SA on 25 February 2025, and in compliance with the requirements established in article 253.2 of the Revised Text of the Capital Companies Law and in article 37 of the Commercial Code, the annual accounts and the management report for the financial year from 1 January 2024 to 31 December 2024 are hereby prepared. The annual accounts and the management report are constituted by the attached documents preceding this writing.
Signatories:
| Thomas Glanzmann | José Ignacio Abia Buenache | Raimon Grifols Roura |
|---|---|---|
| (signed) | (signed) | (signed) |
| Chairman | Board Member | Board Member |
| Víctor Grifols Deu | Albert Grifols Coma-Cros | Tomás Dagá Gelabert |
| (signed) | (signed) | (signed) |
| Board Member | Board Member | Board Member |
| Iñigo Sánchez-Asiaín Mardones (signed) Board Member |
Anne-Catherine Berner (signed) Board Member |
Enriqueta Felip Font (signed) Board Member |
| Pascal Ravery | Montserrat Muñoz Abellana | Susana González Rodríguez |
| (signed) | (signed) | (signed) |
| Board Member | Board Member | Board Member |
| Paul S. Herendeen Board Member |
Núria Martín Barnés (signed) Secretary to the Board |
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