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PRFoods

Interim / Quarterly Report Feb 28, 2025

2223_rns_2025-02-28_cdd06440-2423-43a0-8d69-7cd6fd393aa7.pdf

Interim / Quarterly Report

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AS PRFoods

Consolidated Unaudited Interim Report 2nd quarter and 6 months of 2024/2025 (translation from the Estonian original)

2024/2025 2nd QUARTER & 6 MONTHS

Consolidated unaudited interim report 2nd quarter and 6 months of 2024/2025 financial year

1

Business name AS PRFoods
Commercial registry code 11560713
Address Kärsa, Suure-Rootsi küla, Saaremaa vald, Saare maakond, 94129, Eesti
Phone +372 452 1470
Website prfoods.ee
Main activities Production and sale of fish products
Reporting period 1 October 2024 – 30 December 2024
Auditor KPMG Baltics OÜ
CORPORATE PROFILE 4
MANAGEMENT REPORT7
OVERVIEW OF ECONOMIC ACTIVITIES 7
MANAGEMENT AND SUPERVISORY BOARD 15
SHARE AND SHAREHOLDERS16
BOND AND BONDHOLDERS17
CONDENSED INTERIM ACCOUNTING REPORT 19
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 20
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME 21
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 22
CONSOLIDATED STATEMENT OF CASH FLOWS 23
NOTES TO THE INTERIM REPORT 24
NOTE 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES 24
NOTE 2. CASH AND CASH EQUIVALENTS 25
NOTE 3. RECEIVABLES AND PREPAYMENTS 25
NOTE 4. INVENTORIES 25
NOTE 5. INTEREST-BEARING LIABILITIES 26
NOTE 6. PAYABLES AND PREPAYMENTS 27
NOTE 7. EQUITY27
NOTE 8. RELATED PARTY TRANSACTIONS 28
NOTE 9. ASSOCIATE COMPANIES 28
NOTE 10. SUBSIDIARIES 29
NOTE 11. SEGMENT REPORTING30
NOTE 12. EVENTS AFTER THE BALANCE SHEET DATE 33
MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT 34

CORPORATE PROFILE

AS PRFoods ("Group") is a company engaged in fish farming, processing, and sales. The Group's shares are listed on the main list of NASDAQ OMX Tallinn Stock Exchange since 5 May 2010 and its bonds are listed on the NASDAQ Tallinn bond list since 6 April 2020.

Main activities of the Group are manufacturing and sale of fish products. The main products are salmon and rainbow trout products. The raw fish is purchased from Estonia, Norway and Denmark. Fish products are manufactured in two modern factories in Saaremaa (Estonia) and in Aberdeen (Great Britain).

Products of the Group are sold as leading brands in their respective operating market and the primary focus is on higher value-added premium products, increasing thereby the profitability of the company.

We process mostly rainbow trout and salmon in our factories, in smaller quantities also whitefish, perch, pikeperch, vendace, Atlantic and Baltic herrings. We always keep the fish in a place of honour, which is why we smoke it with alder chips in the traditional way. As our product range is quite wide, a favourite product can be found for the whole family – lightly salted trout slices that have won the title of the Best Fish Product in Estonia, children's favourite trout cutlets or trout roe for a more festive occasion.

The Group is actively involved in developing new products for expanding also to new export markets.

THE GEOGRAPHY OF PRODUCTION AND SALES

Purchase of raw fish Norway
Denmark
Production Estonia
Great Britain
Salse Great Britain
Estonia
4
Consolidated unaudited interim report 2nd quarter and 6 months of 2024/2025 financial year

GROUP STRUCTURE AS AT 31.12.2024

64% of Coln Valley Smokery Ltd shares owned by JRJ & PRF Ltd and 36% by John Ross Jr (Aberdeen) Ltd

The most significant trademarks of the Group are "PRFoods", "Saare Kala" and "John Ross Jr Aberdeen"

5

MANAGEMENT REPORT

OVERVIEW OF ECONOMIC ACTIVITIES

We can confirm that the second quarter of the financial year has been successful for the Group. The traditionally strong Christmas period has also contributed to a notable increase in sales for our production units. We extend our gratitude to our sales teams in both Estonia and the United Kingdom for their efforts.

In the second quarter, the Group's revenue was 6.8 million euros, rising from 5.4 million euros or 26% compared to last year's same period. The gross profit for Q2 grew from 1.6 million euros to 1.7 million euros, while EBITDA from operations increased by 20%, from 0.5 million euros to 0.6 million euros. Compared to the previous financial year's second quarter, the operating loss turned into an operating profit of 0.4 million euros. Additionally, the Group's net loss for Q2 significantly decreased from 0.7 million euros to 0.1 million euros.

We can also take pride in the results of the first half of the year. The unaudited consolidated revenue reached 11.4 million euros, representing a 28% increase compared to the 2023/2024 financial year. EBITDA from operations grew to 0.7 million euros (compared to -0.2 million euros in the first half of 2023/2024). The operating result turned from a loss of 0.4 million euros in the previous year to an operating profit of 0.4 million euros. The net loss for the first half of the year was 0.4 million euros, compared to 1.4 million euros in the previous financial year.

Our UK production unit, John Ross Jr., remains consistently profitable, and our Estonian production unit, Saare Kala Tootmine, has also shown a strong performance. However, it is important to note that due to the economic downturn in Estonia and changing consumer behaviour, the overall demand for fish products in the Estonian market has significantly declined. While Saare Kala has been able to maintain its market position, the current market volatility and tax increases are hitting food producers and retailers in Estonia the hardest. In addition to the domestic market, we are also seeing weak consumer demand in the Baltic region and Finland.

In the third quarter of this financial year, we will continue to face the above-mentioned challenges in all our markets. Unfortunately, we are not yet emerging from the economic downturn and declining consumption. During these difficult and volatile times, we recognize that every improvement in efficiency metrics is a significant achievement. This reaffirms that our chosen direction to improve profitability is the right one. These positive changes will also have a beneficial impact on the company, our investors, and the well-being of our employees.

In the second quarter, AS PRFoods also divested its 20% stake in TFTAK AS. This decision was necessary to allow us to focus on our core business areas—fish production and aquaculture-related activities. The transaction amount was 280 thousand euros, which aligns with an independent third-party valuation. As a result, the transaction generated a one-time loss of 138 thousand euros in PRFoods' consolidated and unconsolidated financial statements.

The Management Board of AS PRFoods is finalizing the bond's restructuring plan, which will be published soon. The Board thanks the Supervisory Board, investors, bondholders, employees, and partners for their trust. Moving into the second half of the year, we remain committed to increasing the Group's profitability and finding solutions to long-standing challenges.

Sincerely,

Timo Pärn Member of the Management Board

Kristjan Kotkas Member of the Management Board

UNAUDITED FINANCIAL RESULTS OF AS PRFOODS, THE 2ND QUARTER OF THE FINANCIAL YEAR 2024/2025 COMPARED TO THE 2ND QUARTER OF FINANCIAL YEAR 2023/2024

  • Unaudited consolidated revenue 6.8 million euros (2Q 2023/2024: 5.4 million euros)
  • EBITDA from operations 0.6 million euros (2Q 2023/2024: 0.5 million euros)
  • EBITDA 0.6 million euros (2Q 2023/2024: 0.5 million euros)
  • Operating profit 0.4 million euros (2Q 2023/2024: operating loss 0.03 million euros)
  • Net loss 0.1 million euros (2Q 2023/2024: net loss 0.7 million euros)

SUMMARY OF FINANCIAL RESULTS: 2ND QUARTER OF 2024/2025 COMPARED TO 2ND QUARTER OF 2023/2024

mln EUR 2Q 2024/2025 2Q 2023/2024 Change, mln
EUR
Change, % Impact
Sales 6.8 5.4 1.4 26%
Gross profit 1.7 1.6 0.1 6%
EBITDA from operations* 0.6 0.5 0.1 20%
EBITDA 0.6 0.5 0.1 20%
Depreciation and amortisation -0.2 -0.3 0.1 -33%
Operating profit (-loss) 0.4 -0.03 0.43 -1433%
Financial income (-expense) -0.4 -0.5 0.1 -20%
Net profit (-loss) -0.1 -0.7 0.6 -86%

* Before one-offs and fair value adjustment of bioassets

UNAUDITED FINANCIAL RESULTS OF AS PRFOODS, FRIST 6 MONTHS OF THE FINANCIAL YEAR 2024/2025 COMPARED TO THE FIRST 6 MONTHS OF FINANCIAL YEAR 2023/2024

  • Unaudited consolidated revenue 11.4 million euros (6m 2023/2024: 8.9 million euros).
  • Impact from revaluation of fair value of biological assets was 0.0 million euros (6m 2023/2024: positive impact 0.4 million euros).
  • EBITDA from operations 0.7 million euros (6m 2023/2024: -0.2 million euros).
  • EBITDA 0.7 million euros (6m 2023/2024: 0.2 million euros).
  • Operating profit 0.4 million euros (6m 2023/2024: 0.4 million euros).
  • Net loss -0.4 million euros (6m 2023/2024: net loss 1.4 million euros)

SUMMARY OF FINANCIAL RESULTS: 6 MONTHS OF 2024/2023 COMPARED TO 6 MONTHS 2023/2024

mln EUR 6m 2024/2025 6m 2023/2024 Change, mln EUR Change, % Impact
Sales 11.4 8.9 2.5 28%
Gross profit 2.5 1.7 0.8 47%
EBITDA from operations* 0.7 -0.2 0.9 -450%
Revaluation of bioassets 0.0 0.4 -0.4 -100%
EBITDA 0.7 0.2 0.5 250%
Depreciation and amortisation -0.3 -0.6 0.3 -50%
Operating profit (loss) 0.4 -0.4 0.8 -200%
Financial income/expense -0.6 -0.8 0.2 -25%
Net profit (loss) -0.4 -1.4 1.0 -71%

* Before one-offs and fair value adjustment of bioassets

9

KEY RATIOS – INCOME STATEMENT

mln EUR, unless indicated otherwise 2Q 2024/2025 2023/2024 2Q 2023/2024 2022/2023
Sales 6.8 17.1 5.4 19.6
Gross profit 1.7 3.2 1.6 3.6
EBITDA from operations 0.6 -0.3 0.5 0.3
EBITDA 0.6 -0.3 0.5 0.3
EBIT 0.4 -3.3 -0.03 -1.0
EBT 0.1 -4.6 -0.6 -0.4
Net profit (-loss) -0.1 -4.7 -0.7 0.3
Gross margin 25.0% 18.7% 29.7% 18.3%
Operational EBITDA margin 10.3% -2.0% 10.1% 1.5%
EBITDA margin 10.3% -2.0% 10.1% 1.5%
EBIT margin 5.9% -19.4% -0.6% -5.1%
EBT margin 1.5% -26.9% -10.4% 2.0%
Net margin -1.5% -27.3% -12.2% 1.5%
Operating expense ratio -18.3% 27.1% -30.1% 24.0%

EBITDA from operations = Profit (Loss) before one-offs and fair value adjustment of bioassets

EBITDA = Profit (Loss) before interest, tax, depreciation, and amortisation EBIT = Operating profit (loss) EBT = Profit (Loss) before tax Gross margin = Gross profit / Net sales Operational EBITDA margin = EBITDA from operations / Net sales EBITDA margin = EBITDA / Net sales EBIT margin = EBIT / Net sales EBT margin = EBT / Net sales Net margin = Net earnings / Net sales Operating expense ratio = Operating expenses / Net sales

KEY RATIOS – BALANCE SHEET

mln EUR, unless indicated otherwise 31.12.2024 30.06.2024 31.12.2023 30.06.2023
Net debt 13.9 14.3 15.9 16.7
Equity 2.7 3.2 6.4 8.3
Working capital -9.3 -9.2 2.9 0.0
Assets 23.2 21.9 28.6 30.2
Liquidity ratio 0.4 0.3x 1.5x 1.0x
Equity ratio 11.8% 14.6% 22.4% 27.4%
Gearing ratio 83.6% 81.8% 71.3% 66.9%
Debt to total assets 0.9x 0.9x 0.8x 0.7x
Net debt to operating EBITDA 35x -42.5x 21.4x 55.8x
ROE -173.3% -81.4% -9.1% 4.1%
ROA -22.7% -17.9% -2.3% 1.0%

Net debt = Short- and long-term loans and borrowings – Cash Working capital = Current assets – Current liabilities Liquidity ratio = Current assets / Current liabilities Equity ratio = Equity / Total assets Gearing ratio = Net debt / (Equity + Net debt) Debt to total assets = Debt / Total assets Net debt to operating EBITDA. = Net debt / EBITDA from operations for the trailing 12 months ROE = Net earnings for the trailing 12 months / Average equity ROA = Net earnings for the trailing 12 months / Average assets

BALANCE SHEET

As at 31.12.2024 consolidated total assets of PRFoods stood at 23.2 million euros. As at 30.06.2024 the balance sheet totalled 21.9 million euros.

The Group`s current assets stood at 6.2 million euros as at 31.12.2024 (30.06.2024: 4.2 million euros). Non-current assets totalled 17,9 million euros (30.06.2024: 17.7 million euros).

Current liabilities totalled 15.5 million euros as at 31.12.2024 (30.06.2024: 13.5 million euros). Non-current liabilities totalled 4.9 million euros (30.06.2024: 5.3 million euros). Equity of PRFoods was 2.7 million euros (30.06.2024: 3.2 million euros).

REVENUE

The main products of the Group are salmon and rainbow trout goods. The Group is mainly known as a seller of smoked fish products in the UK and a seller of raw fish in Estonia as well as the biggest supplier of caviar to Estonian stores.

The Group's revenue during the 6 months of the financial year 2024/2025 was 11.4 million euros, more by 2.5 million euros compared to the same period of the previous financial year, when the sales amounted to 8.9 million euros.

GEOGRAPHICAL SEGMENTS

mln EUR 6m 24/25 Share, % 6m 23/24 Share, % Change, mln
EUR
Change,
%
Imp.
United Kingdom 7.8 68.3% 6.9 77.5% 0.9 13.0%
Estonia 3.6 31.7% 2.0 22.5% 1.6 80.9%
Total 11.4 100.0% 8.9 100.0% 2.5 28.2%

At the beginning of the current financial year, the Group's largest market was the United Kingdom, with sales amounting to 7.8 million euros, accounting for 68.3% of total revenue. In Estonia, the six-month turnover was 3.6 million euros, representing 31.7% of total revenue.

COSTS

6m 24/25 6m 23/24 Change 6m 24/25 6m 23/24 Change Imp.
mln EUR mln EUR mln EUR Imp. as % of
sales
as % of
sales
%-point
Sales 11.4 8.9 2.5 100.0% 100.0%
Cost of goods sold -8.9 -7.1 -1.8 78.1% 80.4% -2.3%
materials in production &
cost of goods purchased for
resale
-6.7 -5.1 -1.6 58.8% 57.0% -1.8%
labour costs -1.5 -1.2 -0.3 13.2% 13.7% -0.5%
Depreciation -0.3 -0.4 0.1 2.6% 4.6% -2.0%
other cost of goods sold -0.5 -0.5 0.0 - 4.4% 5.1% -0.7%
Operating expenses -2.1 -2.5 0.4 18.4% 28.3% -9.9%
labour costs -0.7 -0.9 0.2 6.1% 10.2% -4.1%
transport & logistics
services
-0.7 -0.5 -0.2 6.1% 6.1% 0.0% -
Depreciation 0.0 -0.2 0.2 0.0% 2.0% -2.0%
advertising. marketing and
product development
-0.1 -0.1 0.0 - 0.9% 1.4% -0.5%
other operating expenses -0.7 -0.8 0.1 6.1% 8.7% -2.6%
Other income/expenses 0.0 -0.0 0.0 - 0.0% 0.0% -0.0% -
Financial income / expense -0.6 -0.8 0.2 5.3% 9.5% -4.2%

PRICE OF FISH

The fish production industry is extremely dependent on availability and the price of raw fish. Large producers make their production plans for three years in advance as it is difficult and expensive in shorter perspective to adapt a fish farm's production cycle to market needs. Therefore, the world market fish supply is rigid in the short-term, while demand is somewhat shifting depending on the season. This imbalance in fish supply and demand results in constantly fluctuating price of raw fish. Moreover, the far-reaching change in supply chains during the past month in connection with the spread of the virus has increased the amplitude and unpredictability of prices. The Group counters the impact of external environment and volatility of fish price through the changes of the Group's production and sales strategy.

MARKET PRICE OF FISH

EUR/kg 31.12.2024 31.12.2023 31.12.24 vs
31.12.23
31.12.2022 31.12.24 vs
31.12.22
31.12.2021 31.12.24 vs
31.12.21
Salmon 6.9 8.9 -22.5% 8.3 -16.9% 6.4 7.8%
Rainbow trout 6.6 7.6 -13.2% 8.3 -20.5% 7.0 -5.7%

As of the end of the reporting period, the market price of salmon had decreased by 22.5% compared to the same time last year, while the price of rainbow trout had dropped by 13.2%. Compared to prices two years ago, the price of salmon had fallen by 16.9%, and rainbow trout by 20.5%. However, when compared to prices three years ago, the price of salmon had increased by 7.8%, and rainbow trout decreased by 5.7%.

AVERAGE MARKET PRICE OF FISH

EUR/kg 6m
2024/2025
6m
2023/2024
2024/2025
vs
2023/2024
6m
2022/2023
2024/2025
vs
2022/2023
6m
2021/2022
2024/2025
vs
2021/2022
Salmon 7.2 6.9 4.3% 6.9 4.3% 5.7 26.3%
Rainbow trout 6.8 6.7 1.5% 8.1 -16.0% 6.1 11.5%

The average price of salmon increased by 4.3% during the reporting period compared to the same period in the previous financial year. Meanwhile, the average price of rainbow trout rose by 1.5% over the same timeframe. When compared to the average prices from two years ago, salmon prices increased by 4.3%, and compared to three years ago, they had risen by 26.3%. In contrast, the average price of rainbow trout over the same two-year period decreased by 16.9%, but compared to three years ago, it had grown by 11.5%.

MANAGEMENT AND SUPERVISORY BOARD

The Management Board of AS PRFoods consists of two members, Kristjan Kotkas and Timo Pärn, as per the decision of the Supervisory Board. The terms of the Management Board members are valid until 07.12.2026. The Management Board operates independently in the day-to-day management of the company, acting in the best interests of all shareholders to ensure the sustainable development of the company in line with its goals and strategy. Additionally, the Management Board ensures the functioning of internal control and risk management procedures within the company.

The Supervisory Board of AS PRFoods appoints management board members for a three-year term. The articles of association prescribe the management board to consist of one to four members.

Timo Pärn has worked as a business manager at STÜ Tootmine OÜ, been an hotel manager and a strategic marketing consultant. He is also a member of management board of PRFoods AS subsidiary Saare Kala Tootmine OÜ. In addition to that, he is also a member of management board of Linden & Free OÜ, Saaremaa Eco OÜ and Food & Beverage Consult OÜ.

Kristjan Kotkas is an adviser in KJK private equity fund and serves as a member of management or supervisory board in several entities (AS Baltika, Cederberg Invest OÜ, Protea Invest OÜ, Rondebosch OÜ, Zegul Kayaks OÜ, Tahe Outdoors OÜ, KJK Participations III Sarl, KJK BALKAN HOLDING S.a.r.l., KJK Discovery Holding S.à r.l., KJK Sports Lithuania UAB, Stala OY, SHC Invest OÜ, Alwark UAB. Baltik Vairas UAB, KJK III AcquiCo d.o.o., KJK EE Investments 1 OÜ). He is also a member of the supervisory board of PRFoods AS subsidiary Saaremaa Kala AS.

The Supervisory Board of AS PRFoods is currently comprised of four members. The board is chaired by Lauri Kustaa Äimä, members of the supervisory board are Harvey Sawikin and Vesa Jaakko Karo.

The highest governing body of a public limited company is a general meeting of shareholders. According to law, the general meetings of shareholders are either ordinary or extraordinary.

Pursuant to law, a supervisory board of a public limited company is a supervisory body responsible for planning the activities of a company, organising its management and supervising the activities of its management board. According to the Articles of Association of AS PRFoods, the supervisory board has three to seven members elected by the general meeting of shareholders for the term of three years.

Information on the education and careers of the members of the supervisory board as well as their management positions in other companies is available on PRFoods' website www.prfoods.ee.

PRFOODS' SHARES HELD BY THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARDS AND THE PERSONS/COMPANIES RELATED TO THEM AS AT 31.12.2024:

Shareholder Number of shares Ownership
interest
Member of the supervisory board – Lauri Kustaa Äimä 125,000 0.32%
Member of the supervisory board – Vesa Jaakko Karo 90,000 0.23%
Total 215,000 0,56%

SHARE AND SHAREHOLDERS

The registered share capital of the company is 7,736,572 euros which is divided to 38,682,860 ordinary shares without nominal value. All shares are freely transferable and of the same kind. i.e. have equal voting and dividend rights.

PRFoods shares are listed in the main list of Nasdaq Tallinn Stock Exchange since 5 May 2010. PRFoods shares do not have an official market maker. PRFoods share is a component in OMX Tallinn General Index.

PRFoods has twice reduced the nominal value of shares with making payments to shareholders: in 2012 by 10-euro cents and in 2015 by 30-euro cents. The general meeting of shareholders from 26 May 2016 resolved to adopt shares without nominal value and on 30 June 2016 the commercial registry registered the shares without nominal value. The accountable nominal value of a share is 0.20 euro (nominal value of a share was 10.0 Estonian kroons until 13 April 2011. 0.60 euro till 3 September 2012. and 0.50 euro till 2 October 2015).

PRFOODS SHARE PRICE. INDICES AND TRADING ACTIVITY

Tallinn Stock Exchange All-Share index decreased by 17.3% and PRFoods share price decreased by 66.7%.

Index / Share Ticker / index 31.12.2024 31.12.2023 Change
PRFoods share, EUR PRF1T 0.06 0.18 -66.7%
OMX Tallinn GI OMXTGI 1463.42 1768.56 -17.3%

TRADING STATISTICS

Price (EUR) 4Q
2024
3Q
2024
2Q
2024
1Q
2024
4Q
2023
3Q
2023
2Q
2023
1Q
2023
4Q
2022
Open 0.096 0.100 0.135 0.175 0.22 0.22 0.24 0.30 0.307
High 0.106 0.108 0.135 0.182 0.222 0.231 0.253 0.304 0.318
Low 0.055 0.094 0.097 0.13 0.176 0.205 0.217 0.235 0.280
Last 0.064 0.096 0.10 0.137 0.179 0.222 0.224 0.248 0.290
Traded volume. mln 0.88 0.57 0.57 0.42 0.22 0.44 0.21 0.49 0.12
Number of trades 2,275 857 2,496 1,773 1,468 1,760 1,348 1,860 1,172
Average trade volume 297 194 194 234 148 248 156 261 102
Turnover. mln 0.06 0.02 0.06 0.07 0.04 0.09 0.05 0.13 0.03
Market capitalization. Mln 2.48 3.87 3.87 5.30 6.92 8.59 8.66 9.59 11.22

A total of 2,275 trades were conducted with PRFoods' shares during the fourth quarter of 2024. A total of 875,798 shares changed hands forming 2.26% of the company's shares. The average trade volume was 297 shares. Turnover of share trading amounted to 0.06 million euros in 4Q 2024 and the highest share price in 4Q 2024 was 0.106 euros and the lowest was 0.055 euros. The closing price of the share was 0.064 euro as at 31.12.2024 and the company's market capitalisation was 2.48 million euros.

BOND AND BONDHOLDERS

PRFoods issued in the 2019/2020 financial year a total of 90 096 bonds in a private placement and 9,904 bonds in a public offering, with nominal value of 100 euros per bond, the interest rate of 6.25% p.a., and with maturity on 22.01.2025. According to the terms of the bonds, the interest on the bonds is paid semi-annually (July and January). At the end of bond subscription period, PRFoods owned 4 926 bonds.

Following the completion of the public offering of the bonds, the bonds were listed on Tallinn Stock Exchange. Trading on Nasdaq Tallinn bond list started on 6 April 2020.

As of 30.09.2024, the number of bonds owned by PRFoods is 14 770 with a nominal value of 1 477 thousand euros.

In the 2020/2021 financial year, PRFoods issued 237 subordinated convertible bonds, with a total nominal value of up to 2.37 million euros, with a nominal value of 10 000 euros per subordinated convertible bond, with an interest rate of 7% per calendar year and a maturity date of 01.10.2025.

In addition, PRFoods announced an additional issue of secured bonds with up to 10 000 bonds with a nominal value of 100 euros per bond, maturity date of 22.01.2025 and 6,25% per calendar year. The additional issue was a targeted placement of PRFoods shareholder Amber Trust II S.C.A.

In addition, PRFoods announced an additional issue of secured bonds (issued in accordance with the terms of issue of PRFoods on 14.01.2020) in the amount of up to 1.0 million euros, with up to 10 000 bonds with a nominal value of 100 euros per bond, maturity date of 22.01.2025 and 6.25% per calendar year. The additional issue was a targeted placement of PRFoods shareholder Amber Trust II S.C.A to refinance the investment loan granted to PRFoods by the said shareholder in connection with the maturity of the loan.

On January 14, 2024, PRFoods conducted a partial buyback of secured bonds amounting to up to 15% of the total nominal value of all issued bonds. In total, the company repurchased 14 235 bonds with a total nominal value of 1 423 500 euros from individuals who submitted buyback offers, which represents approximately 13% of the total nominal value of all issued bonds.

At the bondholders' meeting held on 18.07.2024, a decision was made to postpone the interest payment date for secured bonds from 22.07.2024, to the bond maturity date of 22.01.2025. With this decision, PRFoods committed to compensating bondholders with an additional payment, calculated at 1% per year of the bond's nominal value for the extended period. This compensation is added to the interest calculated under the terms and final conditions. During the extended period, the total interest amounts to 7.25% per year of the bond's nominal value, comprising the original interest rate of 6.25% per year and the additional compensation of 1% per year.

After the balance sheet date, a bondholder's meeting was held on 17.01.2025, during which the bondholders decided to postpone the bond redemption date, originally set for 22.01.2025, and approved a new redemption date of 31.03.2025. They also agreed to extend the current interest period of the bonds and, accordingly, to postpone the next interest payment date, originally set for 22.01.2025, confirming 31.03.2025, as the new interest payment date.

As of 30.09.2024 PRFoods has issued 110 237 bonds, of which 110,000 are secured bonds with a nominal value of 100 euro per secured bond, with a total value of 11.0 million euros, and 237 are subordinated convertible bonds with a nominal value of 10,000 euro per subordinated convertible bond, with a total value of 2.37 million euros.

BONDHOLDER STRUCTURE

SEVEN LARGEST BONDHOLDERS OF AS PRFOODS

Value of
bonds
31.12.2024
% of total
31.12.2024
Value of
bonds
30.06.2023
% of total
31.12.2023
Change
Swedbank Pension Fund for people
born in 1970-79
3,349,000 25.0% 3,940,000 29.5% -591,000
ING Luxembourg S.A. AIF nominee
account
2,920,000 21.8% 3,070,000 23.0% -150,000
Swedbank Pension Fund for people
born in 1960-69
680,000 5.1% 800,000 6.0% -120,000
Clearstream Banking AG 637,500 4.8% 750,000 5.6% -112,500
Compensa Life Vienna Insurance Group
SE
484,600 3.6% 671,500 5.0% -186,900
Spring Capital Growth Fund 1 428,700 3.2% 504,300 3.8% -75,600
AS SEB Bankas 301,600 2.3% 479,900 3.6% -178,300
Total largest bondholders 8,801,400 65.8% 10,215,700 76.4% -1,414,300
Other minority bondholders 3,091,600 23.1% 3,100,800 23.2% -9,200
Treasury bonds 1,477,000 11.0% 53,500 0.4% 1,423,500

BONDHOLDERS BY VALUE OF BONDS 31.12.2024

Value of bonds Number of
bondholders
% of bondholders Value of bonds % of bond value
1 … 1,000 352 60.7% 133,800 1.0%
1,001 … 10,000 146 25.2% 602,000 4.5%
10,001 … 50,000 62 10.7% 1,328,900 9.9%
50,001 … 100,000 7 1.2% 550,700 4.1%
100,001 … 13 2.2% 10,754,600 80.4%
Total 580 100.0% 13,370,000 100.0%

CONDENSED INTERIM ACCOUNTING REPORT

CONDENSED INTERIM ACCOUNTING REPORT

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EUR '000 Note 31.12.2024 30.06.2024
ASSETS
Cash and cash equivalents 2 1,068 203
Trade and other receivables 3 3,230 2,212
Prepayments 3 133 173
Inventories 4 1,722 1,644
Total current assets 6,154 4,232
Long-term financial investments 0 418
Tangible assets 3,913 4,164
Intangible assets 13,084 13,102
Total non-current assets 16,998 17,684
TOTAL ASSETS 23,152 21,916
EQUITY AND LIABILITIES
Interest-bearing liabilities 5 11,687 10,899
Trade and other payables 6 3,797 2,559
Total current liabilities 15,484 13,458
Interest-bearing liabilities 5 3,323 3,600
Deferred tax liabilities 1,422 1,420
Government grants 196 247
Total non-current liabilities 4,941 5,267
TOTAL LIABILITIES 20,426 18,725
Share capital 7 7,738 7,737
Share premium 14,007 14,007
Treasury shares -390 -390
Statutory capital reserve 51 51
Currency translation differences 387 439
Retained profit (loss) -19,066 -18,653
Equity attributable to parent 2,726 3,191
Non-controlling interest 0 0
TOTAL EQUITY 2,726 3,191
TOTAL EQUITY AND LIABILITIES 23,152 21,916

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

EUR '000 Note 2Q
2024/2025
Q2
2023/2024
6m
2024/2025
6m
2023/2024
Revenue 6,793 5,445 11,414 8,856
Cost of goods sold -5,135 -3,827 -8,882 -7,117
Gross profit 1,658 1,618 2,532 1,739
Operating expenses -1,241 -1,642 -2,149 -2,509
Selling and distribution expenses -791 -910 -1,403 -1,348
Administrative expenses -451 -732 -747 -1,161
Other income / expense 3 -11 0 -20
Fair value adjustment on biological assets 0 0 0 358
Operating profit (loss) 419 -35 382 -432
Financial income / expenses -360 -535 -625 -842
Profit (Loss) before tax 59 -570 -243 -1,274
Income tax -132 -97 -170 -110
Net profit (loss) for the period -73 -667 -413 -1,385
Net profit (loss) attributable to:
Owners of the Parent Company -74 -708 -413 -1,382
Non-controlling interests 0 42 0 -4
Total net profit (loss) for the period -74 -666 -413 -1,386
Other comprehensive income (loss) that may subsequently be
classified to profit or loss:
Foreign currency translation differences 0 -43 -52 -239
Total comprehensive income (expense) -74 -709 -465 -1,625
Total comprehensive income (expense) attributable to:
Owners of the Parent Company -74 -751 -465 -1,621
Non-controlling interests 0 42 0 -4
Total comprehensive income (expense) for the period -74 -709 -465 -1,625
Profit (Loss) per share (EUR) 7 -0.00 -0.02 -0.01 -0.04
Diluted profit (loss) per share (EUR) 7 -0.00 -0.02 -0.01 -0.03

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR '000 Share
capital
Share
premium
Treasury
shares
Statutory
capital
reserve
Unrea
lised
currency
differ.
Retained
earnings
(-loss)
Total Non
contr.
interests
Total
equity
Balance at 30.06.2023 7,737 14,007 -390 51 608 -13,981 8,032 260 8,292
Net profit (loss) for the year 0 0 0 0 0 -1,382 -1,382 -4 -1,386
Other comprehensive
income (expense)
0 0 0 0 -239 0 -239 0 -239
Total comprehensive income
(expense) for the period
0 0 0 0 -239 -1,382 -1,621 -4 -1,625
Other movements 0 0 0 0 0 -23 -23 -256 279
Balance at 31.12.2023 7,737 14,007 -390 51 369 -15,386 6,388 0 6,388
Balance at 30.06.2024 7,737 14,007 -390 51 439 -18,653 3,191 0 3,191
Net profit (loss) for the year 0 0 0 0 0 -413 -413 0 -413
Other comprehensive
income (expense)
0 0 0 0 -52 0 -52 0 -52
Total comprehensive income
(expense) for the period
0 0 0 0 -52 -413 -465 -0 -465
Other movements 0 0 0 0 0 0 0 0 0
Balance at 31.12.2024 7,737 14,007 -390 51 387 -19,066 2,726 0 2,726

Additional information in Note 7.

CONSOLIDATED STATEMENT OF CASH FLOWS

EUR '000 Note 6m 2024/2025 6m 2023/2024
Cash flow from operating activities
Net profit (loss) -413 -1,382
Adjustments:
Depreciation 313 584
Loss from sale and write-offs of subsidiary 0 272
Loss from sale and write-offs of associate 139 0
Other non-cash items 478 269
Changes in receivables and prepayments -979 -2,475
Changes in inventories -78 -600
Changes in biological assets 0 447
Changes in payables and prepayments 764 2,424
Net cash inflow (outflow) from operating activities 224 -461
Cash flow from investing activities
Purchase of tangible and intangible fixed assets -32 -33
Acquisition of subsidiaries, net cash received 0 313
Cash received from sale of associate 280 0
Net cash inflow (outflow) from investing activities 248 280
Cash flow from financing activities
Repayments of loans received -284 -309
Change in factoring liability 435 0
Proceeds from borrowings 320 1,225
Repayments of lease liabilities -4 -71
Interests paid -74 -465
Net cash inflow (outflow) from financing activities 392 380
Net increase (decrease) in cash and cash equivalents 865 199
203 394
Cash and cash equivalents at beginning of the period 2
Change in cash and cash equivalents 865 199
Effect of sale of subsidiary 0 -13
Cash and cash equivalents at the end of the period 2 1,068 580

NOTES TO THE INTERIM REPORT

NOTE 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES

AS PRFoods is a company incorporated in Estonia. The interim financial statements compiled as per 31.12.2024 incorporate results of AS PRFoods (hereinafter Parent Company) and companies directly and indirectly held by it: Saaremere Kala AS and Saare Kala Tootmine OÜ in Estonia and JRJ & PRF Ltd, John Ross Jr (Aberdeen) Ltd, Coln Valley Smokery Ltd in the United Kingdom (hereinafter also referred to as the Group). JRJ & PRF Ltd, John Ross Jr (Aberdeen) Ltd, Coln Valley Smokery Ltd are consolidated from 01.07.2017. AS PRFoods' shares are listed on Nasdaq Tallinn Stock Exchange since 5 May 2010 and the bonds since 6 April 2020.

The Group's consolidated audited annual report for the financial year that ended on 30 June 2024 is available on PRFoods' website www.prfoods.ee.

CONFIRMATION OF COMPLIANCE

The current unaudited consolidated interim report complies with the requirements of international accounting standards IAS 34 "Interim Financial Reporting" on condensed interim financial statements.

While preparing the interim report at hand. the same accounting principles as in the audited annual report for the financial year ended on 30.06.2024 were applied. The report does not hold all the information that shall be presented in a full annual report. It should thus be read together with the Group's audited consolidated annual report for the financial year that ended on 30.06.2024 compiled in accordance with the international finance reporting standards (IFRS) as adopted by the European Union.

In the opinion of the management. this interim report for the 6 months of the financial year 2024/2025 of AS PRFoods presents correctly and fairly the financial results of the Group as a going concern. The current interim report is neither audited nor reviewed by auditors in any other way and contains only the consolidated reports of the Group.

BASIS OF PREPARATION

The functional currency is euro. The consolidated interim report is presented in thousands of euros and all numerical indicators have been rounded to the nearest thousand. if not indicated otherwise. In the report. thousand euros is indicated as EUR '000.

SIGNIFICANT MANAGEMENT DECISIONS AND ASSESSMENTS

In preparing this interim report, the management has made decisions and assessments that affect the application of the Group's accounting principles, and the amounts reflected in assets and liabilities, revenues, and expenses. Actual results may differ from these estimates. The significant decisions made by the management in applying the Group's accounting principles and the key sources of estimation uncertainty were the same as those described in the latest consolidated financial statements for the fiscal year.

FINANCIAL RISK MANAGEMENT

In its daily operations, the Group encounters various risks, and managing these risks is essential and an integral part of the company's business activities. The company's ability to identify, measure, and control various risks is a significant input into the overall profitability of the Group. Risk, as defined by the management, is a potential negative deviation from expected financial results. The main risk factors include market risk (including currency risk, interest rate risk, and price risk), credit risk, liquidity risk, and operational risk.

The foundation of the Group's risk management is based on the requirements set by Nasdaq Tallinn Stock Exchange, Financial Inspection and other regulatory bodies, compliance with generally accepted accounting standards and best practices, as well as the company's internal regulations and risk policies. Risk management at a general level involves defining, measuring, and controlling risks. The primary responsibility for risk management and approval of risk procedures lies with the parent company's board. The parent company's board oversees the measures taken by the management to mitigate risks.

The condensed interim financial report does not contain all the information about the Group's financial risk management that should be disclosed in the annual financial statements. Therefore, this interim report should be read in conjunction with the financial statements for the fiscal year ended 30 June 2024. There have been no significant changes in the Group's risk management principles compared to the end of the previous fiscal year.

NOTE 2. CASH AND CASH EQUIVALENTS

EUR '000 31.12.2024 30.06.2024
Bank accounts 1,068 203
Total cash and cash equivalents 1,068 203

NOTE 3. RECEIVABLES AND PREPAYMENTS

EUR '000 31.12.2024 30.06.2024
Trade receivables 2,773 1,766
Other receivables 457 446
Prepaid expenses 82 125
Prepaid taxes 51 48
Total receivables and prepayments 3,364 2,385

Write-down on receivables was not recognised during the accounting period.

NOTE 4. INVENTORIES

EUR '000 31.12.2024 30.06.2024
Raw materials and materials 630 563
Work-in-progress 496 409
Finished goods 396 462
Goods purchased for sale 199 211
Total inventories 1,722 1,644

NOTE 5. INTEREST-BEARING LIABILITIES

EUR '000 31.12.2024 30.06.2024
Interest-bearing liabilities at the beginning of the period 14,498 17,136
Loans received 320 622
Listed bonds 46 -1,311
Lease liabilities -4 0
Change in factoring liabilities 435 -99
Repayments of interest-bearing liabilities -284 -703
Reclassifications 0 355
Change in liabilities related to the sale of subsidiary 0 -1,500
Interest-bearing liabilities at the end of the period 15,010 14,498
Interest liability at the beginning of the period 697 594
Interest accrued 496 1,044
Change in liabilities related to the sale of subsidiary 0 -48
Interest paid -74 -893
Interest liability at the end of the period 1,119 697
EUR '000 31.12.2024 30.06.2024
Lease liabilities 9 19
Listed bonds 9,455 9,417
Investment loans 1,257 822
Other loan 966 641
Total short-term interest-bearing liabilities 10,896 10,899
Finance lease liabilities 242 236
Listed bonds 2,353 2,345
Investment loans 728 1,018
Total long-term interest-bearing liabilities 3,323 3,599
incl. payable within 1-5 years 3,323 3,599

Santander loan contract

On 01 July 2021, John Ross Jr. (Aberdeen) Ltd entered into an agreement with Santander UK plc an investment loan of 1.5 million GBP (1,7 million euros) to finance the purchase of 15% non-controlling interests of JRJ&PRF Limited from Christopher Leigh and Victoria Leigh-Pearson to Saaremere Kala AS. The loan term is 01.07.2025. The loan interest rate is 3.5%. The loan is secured by a mortgage on a property of John Ross Jr (Aberdeen) Ltd.

Maaelu Arendamise Sihtasutuse loan contract

On 22.10.2020, Saare Kala Tootmine OÜ concluded a loan agreement with the Maaelu Arendamise Sihtasutus as part of the measure "Covid-19 loan for organic and rural economy entrepreneurs" for the automation of a factory in Saaremaa. The amount of the investment loan is 1,0 million euros with a term of 6 years, the final term of the loan is 30.09.2026. The loan interest rate is 4.5%. The loan is secured by a mortgage and commercial pledge on the assets of Saare Kala Tootmine OÜ and a 100% guarantee by AS PRFoods.

Decisions of the AS PRFoods Bondholder's Meeting

In a stock exchange announcement published on 03.07.2024, AS PRFoods called a meeting of the holders of PRFoods bonds maturing on 22.01.2025, with ISIN code EE3300001577, issued under the terms of the secured bond issuance of PRFoods on 14.01.2020 (last amended on 20.09.2022). The meeting was held on 18.07.2024, and was attended by a total of 18 bondholders whose bonds had a total nominal value of 5,379,700 euros, representing approximately 56% of the nominal value of all voting bonds. Therefore, the meeting was quorate.

At the meeting, the bondholders adopted the following resolutions:

  • To waive the requirement to fulfil the financial covenants stipulated in section 5.2 of the bond issuance terms and to agree that the non-fulfilment of these financial covenants shall not be considered a breach of the terms by PRFoods or trigger an Extraordinary Early Redemption Event (as defined in the bond terms); and
  • To agree to the deferral of the next interest payment date (as defined in the terms and final terms) under the terms and final terms (as defined in the bond terms) from 22.07.2024, to the bond maturity date of 22.01.2025, and to agree that the non-payment of interest by PRFoods on the scheduled date of 22.07.2024, shall not be considered a breach of the terms or trigger an Extraordinary Early Redemption Event (as defined in the bond terms), nor shall it be considered a delay or other non-compliance in fulfilling the payment obligation by PRFoods under the terms or final terms.

The resolution was supported by bondholders whose bonds had a total nominal value of 5,100,000 euros, representing approximately 95% of the nominal value of the bonds held by bondholders who attended the meeting. Bondholders whose bonds had a total nominal value of 279,700 euros, or approximately 5% of the nominal value of the bonds held by bondholders who attended the meeting, voted against the resolution. All bondholders present at the meeting participated in the vote.

According to the stock exchange announcement published by PRFoods on 03.07.2024, PRFoods undertakes to pay compensation to the bondholders in connection with the adoption of the above resolution, the amount of which per bond will be equal to one percent per year of the bond's nominal value for the extended period. This will be in addition to the interest calculated according to the terms and final terms, i.e., during the extended period, the interest (calculated at a rate of 6.25% per year) together with the compensation (calculated at a rate of 1% per year) will amount to a total of 7.25% per year of the bond's nominal value.

NOTE 6. PAYABLES AND PREPAYMENTS

EUR '000 31.12.2024 30.06.2024
Trade payables 1,537 1,192
Payables to employees 108 100
Other short-term liabilities 0 0
Interest payables 1,119 697
Other payables 488 147
Tax liabilities 544 423
Total short-term payables and prepayments 3,796 2,559

NOTE 7. EQUITY

SHARE CAPITAL

As at 31.12.2024 the Group had 38,682,860 shares (30.06.2024: 38,682,860), including 1,000,000 treasury shares (30.06.2024: 1,000,000 treasury shares).

TREASURY SHARES

As of 01.07.2014, the Group initiated a buy-back programme of its own shares in accordance with the resolution of the general meeting of shareholders held on 29.05.2014, according to which up to 500,000 own shares were to be bought back until 31.05.2017. The initial buy-back programme was completed on 18.05.2016. The ordinary general meeting of shareholders held on 26.05.2016 adopted a resolution to expand the existing buy-back programme, according to which up to additional 500,000 own shares were to be bought back until 29.05.2019. On 14 June 2016, the Management Board of AS PRFoods entered into a service agreement with AS SEB Pank to continue the implementation of the buy-back programme of own shares. As at 31.12.2024 AS SEB Pank had acquired 1,000,000 shares of AS PRFoods in the name and on the account of the Group with average price of 0.4915 euros per share.

The buy-back programme was implemented in compliance with the resolutions of the general meetings of shareholders held on 29.05.2014 and 26.05.2016, and the Commission Regulation (EU) No. 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

CAPITAL RESERVE AND RETAINED EARNINGS

The Estonian Commercial Code requires companies to create a capital reserve. Each year at least 1/20 of profit for the year has to be transferred to the capital reserve until the reserve amounts to 1/10 of share capital. The capital reserve may be used for covering losses and increasing the share capital but not for making distributions to shareholders.

EARNINGS PER SHARE

Earnings per share have been calculated by dividing the net profit attributable to the shareholders by the average number of shares for the period.

6m 2024/2025 6m 2023/2024
Net profit (-loss) attributable to equity holders of the company. EUR '000 -413 -1,382
Average number of shares. Thousand 38,683 38,683
Earnings (-loss) per share. EUR -0.01 -0.04
Basic earnings (-loss) per share. EUR -0.01 -0.04
Diluted earnings (-loss) per share. EUR -0.01 -0.03

NOTE 8. RELATED PARTY TRANSACTIONS

The Company considers parties to be related when one party has control over the other party or has significant influence over the business decision of the other party.

Related parties include:

  • shareholders with significant influence (the largest shareholder of PRFoods is the international investment fund Amber Trust II S.C.A.)
  • members of the Supervisory Board and members of all management boards of group entities
  • close family members of the persons mentioned above, and the companies related to them.

At the balance sheet date, there were no receivables from related parties. Payables are listed in the table below.

Party Creditor Payables Payables as at
31.12.2024
EUR '000
Payables as
at 30.06.2024
EUR '000
Amber Trust II S.C.A. Shareholder Investment loan and interest 747 411
Amber Trust II S.C.A. Shareholder Bond and interest of bond 3,007 2,912
KJK Fund SICAV-SIF Shareholder Bond and interest of bond 442 429
Total 4,195 3,752

Loan Received During the Reporting Period

During the reporting period, PRFoods' subsidiary, Saaremere Kala AS, its subsidiary, Saare Kala Tootmine OÜ, and PRFoods' shareholder, Amber Trust II S.C.A., entered into a loan agreement on 13.12.2024. Under this agreement, Amber Trust II S.C.A. grants a loan to Saaremere Kala AS with a principal amount of up to 550 thousand euros, an annual interest rate of 8%, and a repayment schedule whereby 50% of the utilized loan amount must be repaid by 28.02.2025, and the remaining 50% by 31.07.2025. As of 31.12.2024, the amount drawn from the loan was 320 thousand euros.

NOTE 9. ASSOCIATE COMPANIES

As of 31.12.2024, the Group had no investments in associates.

AVAMERE KALAKASVATUS OÜ (50% OWNERSHIP)

On 19.12.2024, the Group sold its 50% stake in Avamere Kalakasvatus OÜ for 1 euro. The divested company had no business operations. The Group incurred a loss of 1 thousand euros from the sale of the associate, which is recorded under the income statement item "Financial income/expenses."

AS TOIDU- JA FERMENTATSIOONITEHNOLOOGIA ARENDUSKESKUS (20% OWNERSHIP)

On 16.12.2024, the Group signed a sales agreement for the divestment of its stake in TFTAK. The Group sold its entire holding of 11,250 shares with a nominal value of 0.70 EUR per share (i.e., a total nominal value of 7,875 EUR), which constituted 20% of TFTAK's share capital. The transaction value was 280 thousand euros.

At the time of the transaction, the carrying value of TFTAK in the Group's financial statements was 418 thousand euros. The transaction amount of 280 thousand euros corresponds to an independent valuation conducted by a third party. The result of the transaction for the Group's consolidated and unconsolidated financial statements is a one-time loss of 138 thousand euros. The incurred loss is recorded under the income statement item "Financial income/expenses."

Subsidiary Domicile Ownership
interest
31.12.2024
Ownership
interest
30.06.2024
Area of activity Owner
Saaremere Kala AS Estonia 100% 100% Fish group holding company AS PRFoods
Saare Kala Tootmine
Estonia 100% 100% Production of fish products Saaremere Kala AS
JRJ & PRF Limited Scotland 100% 100% Fish group holding company Saaremere Kala AS
John
Ross
Jr.
(Aberdeen) Limited
Scotland 100% 100% Production and sale of fish
products
JRJ & PRF Limited
Coln Valley Smokery
Limited
Great Britain 100% 100% Production and sale of fish
products
64% JRJ & PRF Limited
36%
John
Ross
Jr.
(Aberdeen) Limited

NOTE 10. SUBSIDIARIES

The ownership percentage of subsidiaries' equity equals the voting rights. The shares of subsidiaries are not listed.

NOTE 11. SEGMENT REPORTING

The Group's segments are defined based on the reports monitored and analysed by the parent company's management board. The management follows financial results based on both business areas and geographic regions, but reports by geographic regions carry more weight for monitoring financial performance and allocating resources. Therefore, this classification forms the basis for defining business segments. The Group's business segments are as follows:

  • Estonia
  • United Kingdom
  • Central Activities

The Estonia business segment involves the production of trout products and, until 30.11.2023, the operation of rainbow trout farms in Estonia, which ceased with the sale of Redstorm OÜ on 30.11.2023. This segment includes the Group's production company, Saare Kala Tootmine OÜ, and Redstorm OÜ (until 30.11.2023).

The United Kingdom business segment includes the production of salmon products. This segment consists of the Group's production companies, John Ross Jr (Aberdeen) Ltd and Coln Valley Smokery Ltd, as well as the UK fish company holding firm JRJ & PRF Ltd.

The Central Activities segment is reported separately and does not form a distinct business area. It includes the parent company, AS PRFoods, and the Group's fish company holding firm, Saaremere Kala AS. Central activities mainly encompass the Group's financial support activities.

SEGMENT REPORTING 2ND QUARTER 2024/2025 AND 6 MONTHS 2024/2025

2Q 2024/2025 6m 2024/2025
EUR '000 Estonia United
Kingdom
Central
Activities
Eliminations Total Estonia United
Kingdom
Central
Activities
Eliminations Total
Revenue 2,083 4,710 0 0 6,793 3,618 7,796 20 -20 11,414
Cost of goods sold -1,842 -3,294 0 0 -
5,136
-3,339 -5,544 0 0 -8,883
Gross profit 241 1,416 0 0 1,657 279 2,252 20 -20 2,531
Operating expenses -301 -836 -105 0 -
1,242
-520 -1,502 -127 0 -2,149
Selling and distribution expenses -194 -597 0 0 -791 -375 -1,028 0 0 -1,403
Administrative expenses -107 -240 -105 0 -452 -145 -475 -127 0 -747
Other income / expense 4 0 -1 0 3 -5 0 5 0 0
Fair value adjustment on biological assets 0 0 0 0 0 0 0 0 0 0
Operating profit (loss) -56 580 -106 0 418 -246 750 -102 -20 382
Financial income / expenses -24 -15 -322 0 -361 -46 -50 -529 0 -625
Profit (Loss) before tax -80 565 -428 0 57 -292 700 -631 -20 -243
Income tax 0 -132 0 0 -132 0 -170 0 0 -170
Net profit (loss) for the period -80 433 -428 0 -75 -292 -530 -631 -20 -413

SEGMENT REPORTING 2ND QUARTER 2023/2024 AND 6 MONTHS 2023/2024

2Q 2023/2024 6m 2023/2024
EUR '000 Estonia United
Kingdom
Central
Activities
Eliminations Total Estonia United
Kingdom
Central
Activities
Eliminations Total
Revenue 1,406 4,039 0 0 5,445 1,923 6,933 0 0 8,856
Cost of goods sold -1,272 -2,555 0 0 -3,827 -2,373 -4,744 0 0 -7,117
Gross profit 134 1,484 0 0 1,618 -450 2,189 0 0 1,739
Operating expenses -322 -956 -364 0 -1,642 -578 -1,482 -449 0 -2,509
Selling and distribution expenses -187 -723 0 0 -910 -335 -1,013 0 0 -1,348
Administrative expenses -135 -233 -364 0 -732 -243 -469 -449 0 -1,161
Other income / expense -3 0 -8 0 -11 -1 0 -19 0 -20
Fair value adjustment on biological assets 0 0 0 0 0 358 0 0 0 358
Operating profit (loss) -191 528 -372 0 -35 -671 707 -468 0 -432
Financial income / expenses -23 -35 -476 0 -534 -58 -98 -686 0 -842
Profit (Loss) before tax -214 493 -848 0 -569 -729 609 -1,154 0 -1,274
Income tax 0 -96 0 0 -96 0 -110 0 0 -110
Net profit (loss) for the period -214 397 -848 0 -665 -729 499 -1,154 0 -1,384

SALES REVENUE BY GEOGRAPHICAL SEGMENT

EUR '000 2Q 2024/2025 2Q 2023/2024 6m 2024/2025 6m 2023/2024
Great Britain 4,710 4,039 7,796 6,933
Estonia 2,083 1,406 3,618 1,923
Total 6,793 5,445 11,414 8,856

NON-CURRENT ASSETS BY LOCATION

EUR '000 31.12.2024 30.06.2024
Great Britain 14 521 14,350
Estonia 2 476 2,917
Total 16 997 17,267

NOTE 12. EVENTS AFTER THE BALANCE SHEET DATE

AS PRFoods Bondholders' Meeting Resolutions

On 2.01.2025, AS PRFoods published a stock exchange announcement convening a meeting of bondholders holding AS PRFoods bonds with a redemption date of 22.01.2025. The meeting was held on 17.01.2025. Bondholders participating in the voting represented bonds with a total nominal value of 6,895,600 euros, accounting for approximately 72% of the nominal value of all voting bonds.

At the meeting, the bondholders adopted the following resolutions. Firstly, they agreed to postpone the bond redemption date from 22.01.2025, to 31.03.2025, and to extend the current interest period accordingly, also postponing the next interest payment date from 22.01.2025, to 31.03.2025. Additionally, they agreed that the non-redemption of bonds on the original maturity date (22.01.2025) and the non-payment of interest on the originally scheduled date (22.01.2025) would not be considered a breach of conditions by PRFoods or an event triggering early extraordinary redemption. Furthermore, PRFoods was authorized to amend, sign, approve, and submit all necessary documents and instruments required to reflect the new bond redemption date (31.03.2025) and the new interest payment date (31.03.2025).

The resolution was supported by bondholders whose bonds' total nominal value amounted to 6,895,600 euros, or approximately 72% of the nominal value of all voting bonds.

Secondly, the bondholders decided to amend the bond terms by introducing regulations regarding the written voting procedure and modifying the relevant provisions to incorporate the new process. As a result, a revised version of the bond terms reflecting these changes was approved and attached to this announcement.

The resolution was supported by bondholders whose bonds' total nominal value amounted to 6,845,100 euros, or approximately 71.9% of the nominal value of all voting bonds. One bondholder, whose bonds' nominal value accounted for approximately 0.5% of the nominal value of all voting bonds, voted against the resolution.

MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT

The Management Board confirms the correctness and completeness of the consolidated condensed interim report for the 2nd quarter and 6 months of the financial year 2024/2025 of AS PRFoods and its subsidiaries (together the Group) presented in the pages 6-33 hereof and confirms to the best of its knowledge that:

  • the activities report of the consolidated interim report presents adequate and fair overview of the development and results of business activities of the Group and the financial position thereof and includes the description of the main risk factors and uncertainties.
  • the accounting principles applied in the preparation of the consolidated condensed interim accounting report are in compliance with the International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting as adopted by the European Union.
  • the consolidated interim report provides a true and fair overview of the assets. liabilities and financial position of the Group and of the results of its operations and its cash flows.

Timo Pärn Member of the Management Board 28.02.2025

Kristjan Kotkas Member of the Management Board 28.02.2025

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