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Ibersol

Interim / Quarterly Report Sep 27, 2024

1932_ir_2024-09-27_639f09dd-b47a-4921-9260-88c14c382ed1.pdf

Interim / Quarterly Report

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IBERSOL – SGPS, SA

Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Share Capital Euros 42.359.577 Commercial Registry: Oporto under number 501669477 Fiscal number: 501669477

Consolidated Report & Accounts 1st Half 2024

• Continued Operations Turnover of 209,4 million Euros Increase of 8,7% over 1H of 2023

  • Continued Operations EBITDA reached 39,5 million Euros Ebitda increased 30,7% over 1H of 2023
  • Continued Operations Net Profit of 1,8 million Euros Decrease of 1,4 million euros compared to the same period of 2023

Consolidated Management Report

Activity

Following the sale of the Burger King operation in Portugal and Spain at the end of November 2022, the activity of Burger King restaurants is reported as "Discontinued Operations" with regards to financial information reporting until the completion of the sale of a restaurant which is expected to occur at the beginning of 2025, after 8 units have been sold during this year.

The restraint of consumption by families resulted in weak growth in the restaurant sector. This context was mitigated by the opening of new restaurants and the better performance of the Delivery channel through aggregators, resulting in a growth in business volume of around 9%.

The turnover of "Continued Operations" reached 209.4 million euros in the first 6 months of the year, exceeding the 192.7 million euros in the same period last year.

Turnover (euro million) 6M 2024 6M 2023 Var. 24/23
Sales of Restaurants 203,8 189,6 7.5%
Sales of Merchandise 5.0 6.5 -23.4%
Services Rendered 1.7 1.9 -11,2%
Turnover 210,5 198.0 6.3%
Discontinued Operations -1,1 -5.4 -79.2%
Continued Operations Turnover 209,4 192.7 8.7%

Excluding the value of merchandise sales to Burger King at the beginning of 2023, the variation in merchandise sales would be 12%.

The Like for like growth in restaurant sales was around 3%. The growth in passenger traffic contributed significantly to this performance, which benefited restaurants located in airport concessions, something that made it possible to minimize the impact of stagnant consumption in the market.

SALES IN RESTAURANTS
(euro million)
6M 2024
Continued
Operations
6M 2023
Continued
Operations
Var. 24/23
Continued
Operations
Restaurants
48.9 48.8 0.2%
Counters 74.2 68.1 9.0%
Concessions&Catering 79.6 67.4 18.1%
Total Sales 202.7 184.2 10.0%

The "Restaurants" segment with table service shows growth of just 0.2% compared to the same period last year. In a period of stagnation in restaurant consumption, these units - with higher average tickets - tend to be more penalized.

The "Counters" segment has grown by 9.0% compared to the same period last year, but this is largely explained by the contribution of expansion, namely from the KFC and Taco Bell brands, which occurred at the end of 2023 and this year.

The "Concessions and Catering" segment presents a sharp growth of 18%, explained in part by the increase in traffic at Airports (around 12% in the 7 Airports in Spain where the group operates concession restaurants) and the increase in the number of restaurants from the openings that took place in 2023 and early 2024, particularly those concessioned at airports in Spain. It should be noted that some restaurants are still operating in temporary formats, especially at Madrid Airport, and are not reaching their full sales potential until they are converted into a permanent format. If this had occurred, we estimate a sales increase of around 6 million euros.

During the 2nd quarter, the following changes were recorded in the number of restaurants:

  • 1 definitive closure of a Pans franchise unit in Spain;
  • 2 openings in Portugal, a KFC and a new space at Madeira Airport;

  • 7 openings in Spain: at Tenerife Airport a restaurant (Pret A Manger), at Malaga Airport a restaurant (Santamaria) and at Lanzarote Airport the conversion of two temporary restaurants into permanent ones (Café Pans and Pret A Manger). Furthermore, the opening of two more Pans and one Ribs restaurants.

At the end of the 2nd quarter, the total number of units was 497 (441 owned and 56 franchised), as explained below:

Nº of Restaurants 31.12.2023 Openings Q1 Openings Q2 Disposals
2024
Closures
2024
31.03.2024
PORTUGAL 314 2 2 15 2 301
Equity Restaurants 313 2 2 15 2 300
Pizza Hut 108 108
Pans 41 41
Burger King 9 8 1
KFC દર્ 1 ୧୧
Quiosques 8 8
Taco Bell 21 2 23
Cafetarias 25 5 20
Catering 9 9
Concessões 23 1 2 1 21
Outros (MIIT + Ribs + Pasta Caffé) 4 1 3
Franchise Restaurants 1 1
SPAIN 177 4 7 0 4 184
Equity Restaurants 120 4 7 0 1 130
Pizza Móvil 12 12
Pizza Hut 3 3
Pans 30 1 2 33
Ribs 12 1 13
FrescCo 1 1
KFC 6 6
Concessions - Total રેદ 3 4 1 62
Concessions - Other Brands 54 1 2 1 56
Concessions - Pret A Manger 2 2 4
Concessions - KFC 0 1 1
Concessions - Pizza Hut 0 1 1
Franchise Restaurants 57 0 0 0 3 54
Pizza Móvil 4 4
Pans 34 3 31
Ribs 14 14
FrescCo 2 2
SantaMaria 3 3
ANGOLA 10 1 0 0 0 11
KFC 9 1 10
Pizza Hut 1 1
Other Locations - Franchise 1 0 0 0 0 1
Pans 1 1
Total Equity Restaurants 443 7 9 15 3 441
Total Franchise Restaurants ਦਰੇ 0 0 0 3 રેદ
TOTAL 502 7 9 15 6 497

Despite the 8.7% growth in turnover in this first half of the year, operating income fell from 7.9 million euros in the first half of 2023 to 6.2 million euros in the same period of 2024. This reduction is explained, to a large extent, due to the impact of new concession contracts at Spanish Airports operating in provisional formats until the conversion process is completed.

(million euros) 1Q 2024 2Q 2024 1H 2024 1H 2023 var.
24 vs 23
Turnover 98,2 111,1 209,4 192,7 8,7%
Cost of sales 23.4 23.9% 26.4 23.8% 49.9 23,8% 46.9 24,3% 6,4%
gross margin % 76,1% 76,2% 76,2% 75,7% 0,5 p.p.
External supplies and services 25,6 26,1% 30,1 27,1% 55.7 26,6% 57,5 29,9% -3,1%
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA
16.3 16.6% 17.0 15,3% 33,3 15,9% 22,3 11.6% 49,4%
Other income/operating costs -0,8 -0,8% -1,9 -1,7% -2,7 -1,3% -2,0 -1,1% 31,0%
Total de custos operacionais 97,2 98,9% 106,0 95,4% 203,2 97.1% 184,7 95,9% 10,0%
Operating Income 1,0 1,1% 5,1 4,6% 6,2 2,9% 7,9 4,1% -22,1%
margin 1,1% 4,6% 2,9% 4,1% -1.2 p.p.
Ebitda 17,4 17.7% 22,1 19.9% 39,5 18,9% 30,2 15,7% 30.7%
margin 17,7% 19,9% 18,9% 15,7% +3,2 p.p.

Gross margin of 76.2% of turnover remained stable during the semester, being 0.5 p.p. higher than in the same period of 2023.

Personnel costs reached 32% in the first half of 2024, above the 31.2% in the same period last year. This variation is justified by the start of operations with provisional formats in new concessions, thus having lower-than-normal productivity, and by the pressure to increase wages, reinforced by the increase in the Portuguese minimum wage of 7.9%.

Costs with "External Supplies and Services" fell by 3.1% to represent 26.6% of turnover, which reduces the weight of this item by 3.2 p.p. compared to the same period in 2023. This reduction is explained largely due to the application of IFRS16 standards to the concession contracts of Alicante, Málaga and Gran Canaria, which reached 2019 passenger traffic, and were not considered for the purposes of applying the standard in 2023, with the respective rents representing 3.4 % of turnover in the 1st half of 2023.

Amortizations, depreciation, impairment losses of TFA, right of use and Goodwill in the first half of the year totalled 33.3 million euros, which correspond to an increase of 11 million euros when compared to the same period of 2023. Amortizations of rights of use correspond to 23.3 million euros and increased by 9.8 million euros compared to the same period in 2023.

EBITDA in the first half of 2024 amounted to 39.5 million euros, representing an increase of 31% compared to the same period in 2023, translated into an increase in the EBITDA margin to 18.9% of turnover compared to 15.7 % in the same period of 2023.

However, eliminating the impact of IFRS16 on EBITDA, the EBITDA margin without IFRS16 would be 7.2% in the first half of 2024, which translates into a reduction of 1 p.p. compared to the same period in 2023.

(million euros) 1H 2024 1H 2023 var
24 vs 23
1H 2024 w/o
IFRS16
1H 2023 w/o
IFRS16
var. wlo
IFRS16
24 vs 23
Turnover 209,4 192.7 8,7% 209,4 192,7 8,7%
External supplies and services 55.7 26,6% 57.5 29,9% -3.1% 80.1 38,3% 71.9 37,3% 11.4%
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA
33.3 15.9% 22.3 11.6% 49.4% 10.9 5.2% 9.4 4.9% 16.0%
Ebitda 39.5 18,9% 30.2 15,7% 30,7% 15.1 7,2% 15.8 8,2% -4,8%
margin 18.9% 15,7% +3,2 p.p. 7.2% 8.2% -1 p.p.

This degradation of the margin is explained, to a large extent, by the impact of the start of operations in the new concessions and the increase in personnel costs.

The Financial Result in the first six months of the year was negative by 4.5 million euros, 0.5 million euros higher than that recorded in the same period of 2023, due to the effect of the increase of interest on financial leases and partially offset by the growth in income associated with financial applications.

(million euros) 1H 2024 1H 2023 var.
24 vs 23
Financial Results -4.5 -2.1% -4.0 -2.1% 12.5%
Financial expenses and losses -7.7 -3.7% -6.5 -3.4% 19,3%
Financial income and gains
Gains (losses) in associated and joint controlled sub. - Equity
method
3.2
0.1
1,5%
0.0%
2.5
0.1
1.3%
0.0%
28,8%
69.6%

Financial expenses and losses totalled 7.7 million euros, which corresponds to an increase of 1.2 million euros compared to the first half of 2023. A large part of these expenses and losses correspond to interest on leases worth 7.0 million (4.0 million in the first half of 2023).

Financial income and gains increased by 0.7 million euros due to the investment of financial resources remunerated at an average rate of 3.75%.

The net profit from continuing operations was 1.8 million euros, lower than the same period in 2023 by 1.4 million euros. The main contributions to this variation are summarized as follows:

Variation 6M 2024 vs. 6M 2023
(million euros)
+ Ebitda ਰੇ.3
- Amortisations of Rights of Use 9,8
- Amortisation, dep. impairment losses of TFA, Goodwill and IA 1.2
Interest on Leases 3.0
- Other Financial Losses -1.7
+ Financial Income 0.7
Income Tax -0.9
Net Profit -1.4

Consolidated net profit amounted to 4.8 million euros (3.7 million euros in the first half of 2023) and includes a profit from discontinued operations of 3.0 million euros corresponding to the capital gain on the sale of 8 Burger King restaurants in the amount of 2.9 million euros and 100 thousand euros of net profit generated until the moment of exit.

Financial Situation

Consolidated Assets reached 682 million euros and Equity stood at 336 million euros, representing around 50% of total Assets.

Investment in the first half of the year amounted to 11.9 million euros, of which 8.3 million euros went to the opening of new restaurants and the conversion of restaurants at airports in Spain and 2.2 million euros to the remodelling and modernization of 10 restaurants.

Current Liabilities amount to 138.4 million euros, of which 45.2 million correspond to Lease Liabilities and 11.1 million euros to Current Loans. The Group has 28.7 million euros in commercial paper and unused contracted credit lines.

Consolidated Liabilities reached an amount of 345.3 million euros on June 30, 2024, which represents a reduction of 10 million euros compared to the final value of 2023.

As of June 30, 2024, Equity amounted to 336.2 million euros, 18.7 million euros lower than the value recorded at the end of 2023, due to the group having distributed dividends of 20.8 million euros.

Consolidated Financial Position
(million euros)
31/06/2024 31/12/2023 Var.
Total Assets 681,5 712,4 -30,9
Total Equity 336,2 354,9 -18,7
Loans 20,7 28,5 -7,7
Liability for leases 237,7 229,0 8,7
Other liabilities 86,9 100,0 -13.1
Total Equity and Liabilities 681,5 712,4 -30,9

At the end of the first half of the year, net debt (including lease liabilities) amounted to 104.3 million euros, which represents an increase of 37 million euros compared to the amount outstanding at the end of 2023 (67.3 million euros), of which 237.7 million correspond to liabilities for leases.

(million euros) 30/06/2024 31/12/2023 var. var.
Total loans 20,7 28,5 -7.7
Cash and bank deposits -153,1 -188,5 -35.5
Other current and non-current liabilities -1.1 -1.6 -0.5
Net Bank Debt -133,4 -161,7 -28,3
Liability for leases 237,7 229.0 8.7 81.7
Net Debt 104,3 67,3 37.0 37,0
Equity 336,2 354.9 -18.7 -18.7
Gearing (Net Debt/Net Debt + Equity) 24% 16%

Own Shares

During the first six months of the year, under the buyback program approved by shareholders in 2023 and a new program approved at the last General Meeting, the group acquired 421,015 shares at an average price of 6.91 euros, now holding 898,505 shares at an average price of 6.85 euros and representing 2.12% of the share capital.

On July 5, 2024, the registration of the reduction of share capital due to the extinction of 844,759 own shares was presented.

Outlook

Recent forecasts from the Banks of Portugal and Spain for 2024 point to GDP growth of 2% and 2.8% respectively, with a slowdown in inflation compared to the last two years and a moderate reduction in interest rates until the end of the year.

The continuation of conflicts in the Middle East and Ukraine compromises the security climate in Europe and could worsen the level of consumer confidence. However, given the most recent indicators, namely traffic recorded at airports, the markets most exposed to tourism in southern Europe will continue to show greater resilience, which will help to minimize the natural slowdown in consumption.

The year 2024 will also be marked by the conversion of new concession restaurants at the airports of Lanzarote, Madrid, Tenerife and Málaga, which will continue to put pressure on profitability until the conversion of all restaurants into definitive formats and concepts is completed, something that is expected to happen by the end of the year.

In terms of expansion of our operations, we will continue with the expansion plans for the Pizza Hut, KFC, Taco Bell and Pret A Manger brands. The first Pret A Manger restaurant in Portugal is expected to open during the 4th quarter.

Subsequent Events

Acquisition of the entire Equity of the company Medfood

The acquisition of the remaining 60% of the share capital of the company Medfood was completed on July 23rd for 13.5 million euros, which corresponds to an asset appreciation of 27.8 million euros. The company currently operates 34 restaurants and registered the following on 06/30/2024:

  • Turnover of 17.6 million euros;
  • EBITDA (without IFRS16) of 1.8 million euros;
  • Assets (without IFRS16) of 22.4 million euros;
  • Loans of 11.6 million euros

Furthermore, we inform that EBITDA and Net Profit were 4.2 million euros and 0.8 million euros in the 2023 financial year, respectively.

Until the end of the year, the PPA exercise will be carried out with the calculation of the fair values of the assets, liabilities and contingent liabilities acquired, meaning that at this date it is not yet possible to disclose the final price allocation and goodwill resulting from the transaction.

Porto, September 26th 2024

António Alberto Guerra Leal Teixeira

António Carlos Vaz Pinto de Sousa

_____________________________________ Maria do Carmo Guedes Antunes de Oliveira

_____________________________________

_____________________________________

_____________________________________

_____________________________________

Juan Carlos Vázquez-Dodero de Bonifaz

Maria Deolinda Fidalgo do Couto

In compliance with paragraph c) of section 1 of Article 246 of the Securities Market Code each member of the board identified below declares that to the best of their knowledge:

(i) the consolidated financial statements of Ibersol SGPS SA, referring to the first semester of 2024 were drawn up in compliance with applicable accounting rules and provide a true and suitable picture of the assets and liabilities, financial situation and results of Ibersol SGPS, SA and the companies included in consolidation perimeter;

(ii) the interim management report includes a fair review of the important events that have occurred in the period, the evolution of business performance and the position of all the companies included in consolidation.

António Alberto Guerra Leal Teixeira Chairman of the Boards of Director António Carlos Vaz Pinto Sousa Member of the Board of Directors Maria do Carmo Guedes Antunes de Oliveira Member of the Board of Directors Juan Carlos Vázquez-Dodero Member of the Board of Directors Maria Deolinda Fidalgo do Couto Member of the Board of Directors

Qualified Shareholdings

In compliance with article 9 nº1 paragraph c) of the CMVM Regulation nº 05/2008, we indicate the holders of qualifying holdings known on 30 June 2024:

Shareholders nº shares % share capital
ATPS - SGPS, S.A. (*)
Directly 21 452 754 50,64%
António Alberto Guerra Leal Teixeira 3 314 0,01%
António Carlos Vaz Pinto Sousa 3 314 0,01%
Total attributable 21 459 382 50,66%
FERGIE - Serviços e Gestão, SA
Total attributable 4 551 450 10,74%
Magallanes Value Investors SGIIC
Total attributable 2 272 700 5,37%
Bestinver Gestion SGIIC
Total attributable 2 932 675 6,92%
FMR LLC
Total attributable 1 529 492 3,61%
Cobas Asset Management SGIIC
Total attributable 1 117 016 2,64%

(*) The voting rights attributable to the ATPS are also attributable to António Pinto Sousa and Alberto Teixeira under subparagraph b) of paragraph 1 of Article 20 and Article 21 paragraph 1, both of the Securities Code, by virtue of the latter are holding the domain of that company, in which participate indirectly in equal parts by, respectively, of CALUM – SERVIÇOS E GESTÃO, SA. with the NIPC 513799486 and DUNBAR – SERVIÇOS E GESTÃO, SA with the NIPC 513799257, which together hold the majority of the capital of ATPS.

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008, we inform the transactions and the number of stocks issued by the company or companies in a controlling relationship held by the members of the Board for the 1st semester:

Board of Directors Date Acquisictions/Increase: Date Sales Balance at
shares avg price shares avg price 30.06.2024
António Alberto Guerra Leal Teixeira
DUNBAR- SERVIÇOS E GESTÃO SA (1)
Ibersol SGPS, SA
5 100
3 314
António Carlos Vaz Pinto Sousa
CALUM- SERVIÇOS E GESTÃO SA (2)
Ibersol SGPS, SA
9 996
3 314
Maria Deolinda Fidalgo Couto
Ibersol SGPS, SA 6 831
(1) DUNBAR- SERVIÇOS E GESTÃO SA
ATPS- S.G.P.S., SA
(3)
2 840
(2) CALUM- SERVIÇOS E GESTÃO SA
ATPS- S.G.P.S., SA
(3)
2 840
(3) ATPS- S.G.P.S ., SA
Ibersol SGPS, SA 21 452 754

Transactions made by persons discharging managerial responsibilities

Complying with article 14 nº7 of the CMVM Regulation nº 05/2008

No transactions were reported by persons discharging managerial responsibilities and people closely connected with them during the first half of 2024.

Glossary

Turnover Sales + Services Rendered
Sales Sales of Restaurants + Sales of Merchandise
Sales of Restaurants Sales of directly operated restaurants
Sales of Merchandise Sales of goods to third parties and franchisees
Gross Margin Turnover - Cost of Sales
EBIT Margin EBIT / Turnover
EBITDA Margin EBITDA / Turnover
EBIT (Earnings before Interest and Taxes) Operational Results for continuing operations
EBITDA (Earnings before Interest, Taxes,
Depreciation and Amortization)
Operating results for continuing operations less amortization, depreciation and
impairment losses of tangible fixed assets, Rights of Use, Goodwill and Intangible
Assets
EBITDA without IFRS16 EBITDA excluding the application of IFRS16 to lease contracts
Capex Tangible and intangible assets additions
Financial Result Financial income and gains + Gains (losses) in associated and joint controlled sub. -
Financial Expenses and Losses
Net Financing Costs Interest + commissions
Interest Coverage EBITDA / Financing Costs
Net Bank Debt Bonds + bank loans + other loans + financial leases - cash, bank deposits, other non
current financial assets and other current financial assets
Net Debt Net Bank Debt + Liability for Leases
Gearing Net Debt / (Net debt + Equity Capital)
Financial Autonomy ratio Equity/Total Assets
Condensed Statement of Interim Consolidated Income and Other Comprehensive Income15
Condensed Statement of Interim Consolidated Financial Position16
Condensed Statement of Interim Consolidated Cash Flows16
Condensed Statement of Interim Consolidated Changes in Equity 18
Notes to the condensed consolidated interim financial statements 19
1. Presentation and Structure of the Group 19
1.1. Ibersol Group Subsidiaries20
1.2. Ibersol Group's joint ventures and associates 21
1.3. Changes in the consolidation perimeter 21
2. Basis of preparation of the financial information21
2.1. Bases of presentation21
2.1.1. Approval of the financial statements 21
2.1.2. Accounting standards 21
2.1.3. Measurement basis22
2.1.4. Comparability22
2.1.5. Presentation currency and transactions in foreign currency22
2.2. New standards, amendment and interpretation 22
3. Operational Risk Management26
3.1. Risks of the global context 26
3.2. Risks of development and franchise agreements26
3.3. Quality and food safety risks 27
3.4. Price Risk 27
3.5. Environmental risks 27
4. Operational Performance 28
4.1. Revenue28
4.2. Segment reporting 28
4.3. Operating income and expenses 29
4.3.1. Other operating income/(expenses) 30
5. Working Capital 30
5.1. Accounts receivable 30
5.1.1. Other accounts receivable31
5.1.2. Other debtors31
5.2. Accounts payable 32
5.2.1. Suppliers 32
5.2.2. Accrued expenses33
6. Investments 33
6.1. Goodwill33
6.2. Intangible assets34
6.3. Property, plant and equipment35
6.4. Right of use assets 36
6.5. Depreciation, amortization and impairment losses on non-financial assets 37
6.6. Discontinued operations and non-current assets held for sale38
6.7. Investment Property39
7. Financing 40
7.1. Equity40
7.1.1. Share capital40
7.1.2. Own shares40
7.1.3. Dividends41
7.1.4. Earnings per share 41
7.2. Bank Debt41
7.3. Lease liabilities42
7.4. Treasury bonds43
7.5. Cash and bank deposits 43
7.6. Financial activity result 44
8. Income tax 44
8.1. Current income tax 44
8.1.1. Current tax recognized in the income statements44
8.1.2. Current tax recognized in the statement of financial position 44
8.2. Deferred taxes45
8.2.1. Deferred tax assets 45
8.2.2. Deferred tax liabilities 45
9. Other Provisions and Contingencies 46
9.1. Other provisions46
9.2. Contingent assets and liabilities46
9.3. Guarantees 47
10. Transactions with related parties 47
11. Subsequent Events 48

Condensed Statement of Interim Consolidated Income and Other Comprehensive Income

For the six-months periods ending 30 June 2024 and 2023

For the six months period ended
30 June
Notes 2024 2023
Sales 4.1. 207 671 060 190 755 739
Rendered services 4.1. 1 701 867 1 915 591
Cost of sales -49 883 853 -46 862 005
External supplies and services -55 724 529 -57 528 461
Payrolll costs -66 951 884 -60 105 741
Amortisation, depreciation and impairment losses of TFA, Rights of
Use, Goodwill and IA
6.5. -33 309 023 -22 288 530
Other operating gains (losses) 4.3. 2 672 092 2 039 432
Operating Income 6 175 730 7 926 025
Financial expenses and losses 7.6. -7 736 093 -6 486 958
Financial income and gains 7.6. 3 183 880 2 471 948
Gains (losses) in associated and joint controlled sub. - Equity method 99 967 58 943
Profit before tax from continuing operations 1 723 484 3 969 958
Income tax 8.1.1. 61 568 -821 107
Net profit from continuing operations 1 785 052 3 148 851
Discontinued operation
Profit (loss) from discontinued operations, net of tax 6.6. 3 030 078 579 905
TOTAL COMPREHENSIVE INCOME 4 815 130 3 728 756
Another integral result
Net exchange differences
105 390 -4 213 867
CONSOLIDATED COMPREHENSIVE INCOME 4 920 520 -485 111
Consolidated net profit attributable to:
Shareholders of parent company
Continued operations 1 783 401 3 184 936
Discontinued operations 3 030 078 579 905
Non-controlling interests
Continuing operations 1 651 -36 085
Discontinued Operations 0 0
4 815 130 3 728 756
Consolidated comprehensive income attributable to:
Shareholders of parent company
Continued operations 1 888 791 -1 028 931
Discontinued operations 3 030 078 579 905
Non-controlling interests
Continuing operations 1 651 -36 085
Discontinued Operations 0
4 920 520
0
-485 111
7.1.4.
Earnings per share:
Basic
Continuing Operations 0,04 0,08
Discontinued Operations 0,07 0,01
Diluted
Continued operations 0,04 0,08
Discontinued Operations 0,07 0,01

Porto, 26th September 2024 The Board of Directors,

Condensed Statement of Interim Consolidated Financial Position

At 30 June 2024 and 31 December 2023

ASSETS Notes 30/06/2024 31/12/2023
Non-current
Goodwill 6.1. 54 391 775 54 391 775
Intangible Assets 6.2. 26 819 481 26 504 932
Property, plant and equipment 6.3. 131 826 653 130 710 349
Assets under rights of use 6.4. 221 751 275 218 816 592
Investment property 6.7. 12 689 468 12 839 749
Investments in Associates and Joint Ventures 1.2. 6 408 965 6 323 998
Debt instruments at amortised cost 7.4. 375 720 585 250
Non-current Receivables 5.1. 9 558 361 9 149 041
Deferred Tax Assets 8.2.1. 12 236 647 12 236 647
Total non-current assets 476 058 345 471 558 333
Current Assets
Inventories 12 360 278 13 185 289
Income tax recoverable 8.1.2. 4 445 302 3 550 462
Debt instruments at amortised cost 7.4. 679 297 995 489
Current receivables 5.1. 34 045 713 28 678 238
Cash and bank deposits 7.5. 153 053 085 188 538 842
Total current assets 204 583 675 234 948 320
Group of assets classified as held for sale 6.6. 846 898 5 876 692
Total Assets 681 488 918 712 383 344
EQUITY
Share capital
Share capital 7.1.1. 42 359 577 42 359 577
Own shares 7.1.2. -6 153 044 -3 244 008
Share premium 29 900 789 29 900 789
Currency translation reserve -21 389 283 -21 494 673
Legal reserve 6 091 350 4 236 428
Retained earnings and other reserves 280 524 398 287 597 084
Net profit for the year 4 813 479 15 537 446
Equity attributable to shareholders of Ibersol 336 147 266 354 892 643
Non-controlling Interests 33 097 31 446
Total Equity 336 180 363 354 924 089
LIABILITIES
Non-current liabilities
Borrowings 7.2. 9 681 909 12 663 527
Lease liabilities 7.3. 192 439 311 188 846 002
Deferred tax liabilities 8.2.2. 2 546 827 2 769 902
Other provisions 9.1.
5.2.
2 011 507
3 704
2 542 118
3 704
Non-current payables
Total non-current liabilities
206 683 258 206 825 253
Current Liabilities
Borrowings 7.2. 11 066 071 15 790 517
Lease liabilities 7.3. 45 241 649 40 161 966
Current payables 5.2. 81 884 824 92 691 914
Income tax payable 8.1.2. 232 489 156 520
Total current liabilities 138 425 033 148 800 917
Liabilities directly associated with the group of assets classified as held for sale 6.6. 200 264 1 833 086
Total Liabilities 345 308 555 357 459 256
Total Equity and Liabilities 681 488 918 712 383 344

Porto, 26th September 2024 The Board of Directors,

Condensed Statement of Interim Consolidated Cash Flows

For the six-months periods ending 30 June 2024 and 2023

Note 2024 2023
Cash Flows from Operating Activities
Receipts from clients 211 941 176 209 160 868
Payments to supliers -105 680 323 -108 745 089
Staff payments -65 189 437 -57 537 207
Flows generated by operations 41 071 416 42 878 572
Payments/receipt of income tax -946 937 -501 517
Other paym./receipts related with operating activities -12 018 756 -15 751 117
Flows from operating activities (1) 28 105 723 26 625 938
Cash Flows from Investment Activities
Receipts from:
Disposal of discontinued operations net of cash and
cash equivalents 6.6. 5 962 586 -
Financial investments 10 776 87 988
Tangible fixed assets 5 051
Interest received 3 266 942 2 315 424
Other financial assets 566 528 91 227
Payments for:
Financial investments 8 516 -3 158 073
Other financial assets - -
Tangible fixed assets -14 806 019 -14 996 667
Intangible assests -2 072 294 -2 497 264
Flows from investment activities (2) -7 062 965 -18 152 314
Cash flows from financing activities
Receipts from:
Loans obtained 7.2. 280 840 3 402 531
Payments for:
Loans obtained 7.2. -7 969 354 -33 568 300
Rental debt 7.3. -17 483 886 -11 413 413
Interest from loans and similar costs -754 760 -2 377 506
Interest from lease contracts 7.3 -7 009 405 -4 039 996
Dividends paid 7.1.3. -20 755 209 -29 651 704
Acquisition of own shares 7.1.2. -2 909 036 - 58 663
Flows from financing activities (3) -56 600 811 -77 707 051
Change in cash & cash equivalents (4)=(1)+(2)+(3) -35 558 052 -69 233 428
Effects of exchange rate differences 72 295 -670 303
Cash & cash equivalents at the start of the period 188 538 842 237 132 629
Cash & cash equivalents at end of the period 7.5. 153 053 085 167 228 898

Porto, 26th September 2024 The Board of Directors,

Condensed Statement of Interim Consolidated Changes in Equity

For the six-months periods ending 30 June 2024 and 2023

Attributable to equity holders
Other
Note Share
Capital
Own Shares Share
Premium
Legal
Reserves
Translation
Reserve
Reserves &
Retained
Net
Profit
Total Non-controlling
interests
Total Equity
Earnings
Balance as at 1 January 2023 46 000 000 -11 410 227 29 900 789 1 976 081 -10 088 451 167 521 938 159 875 149 383 775 279 -81 719 383 693 560
Changes for the period:
Application of the 2022 consolidated result:
Transfer to reserves and retained earnings 2 260 347 157 614 802 -159 875 149
Capital reduction 7.1.1. -3 640 423 11 410 227 -7 769 804 - -
Purchase of own shares 7.1.2. -58 663 -58 663 -58 663
Conversion reserves - Angola -4 213 867 -4 213 867 -4 213 867
Other changes in non-controlling interests -134 421 -134 421 232 775 98 354
Consolidated net profit for the six months
period ending 30 June 2023
3 764 841 3 764 841 -36 085 3 728 756
Total changes for the period -3 640 423 11 351 563 - 2 260 347 -4 213 867 149 710 577 -156 110 308 -642 110 196 690 -445 420
Consolidated net profit 3 764 841 3 764 841 -36 085 3 728 756
Consolidated comprehensive income -449 026 -36 085 -485 111
Transactions with equity holders in the period
Appropriation of consolidated net profit for
2022
Dividends distributed 7.1.3. -29 651 704 -29 651 704 -29 651 704
Balance on 30 June 2023 42 359 577 -58 664 29 900 789 4 236 428 -14 302 318 287 580 812 3 764 841 353 481 465 114 971 353 596 436
Balance as at 1 January 2024 42 359 577 -3 244 008 29 900 789 4 236 428 -21 494 673 287 597 084 15 537 446 354 892 642 31 446 354 924 088
Changes in the period:
Application of the 2023 consolidated result:
Transfer to reserves and retained earnings 1 854 922 13 682 524 -15 537 446 - -
Purchase of own shares 7.1.2. -2 909 036 -2 909 036 -2 909 036
Conversion reserves - Angola 105 390 105 390 105 390
Consolidated net profit for the six months
period ending 30 June 2024 4 813 479 4 813 479 1 651 4 815 130
Total changes for the period - -2 909 036 - 1 854 922 105 390 13 682 524 -10 723 967 2 009 833 1 651 2 011 484
Consolidated net profit 4 813 479 4 813 479 1 651 4 815 130
Consolidated comprehensive income 4 918 869 1 651 4 920 520
Transactions with equity holders in the period
Appropriation of consolidated net profit for
2023
Dividends distributed 7.1.3. -20 755 209 -20 755 209 -20 755 209
Balance on 30 June 2024 42 359 577 -6 153 044 29 900 789 6 091 350 -21 389 283 280 524 398 4 813 479 336 147 266 33 097 336 180 363

Porto, 26th September 2024 The Board of Directors,

Notes to the condensed consolidated interim financial statements

1. Presentation and Structure of the Group

IBERSOL, SGPS, SA (Group or Ibersol) with head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called "the Group"), operate a network of 497 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FrescCo, SantaMaría, Kentucky Fried Chicken, Pans Café, Pizza Móvil, Miit, Taco Bell, Pret a Manger, Sol, Silva Carvalho Catering and Palace Catering, Goto Café and others. The group has 441 units which it operates and 56 units under a franchise contract. Of this universe, 301 are based in Portugal, of which 300 are owned and 1 franchised, and 184 are based in Spain, spread over 130 own establishments and 54 franchisees, and 11 in Angola and 1 in other locations.

Ibersol is a public limited company listed on the Euronext of Lisbon.

Company: IBERSOL, SGPS, S.A. Head Office: Edifício Península Praça do Bom Sucesso, nº 105 a 159, 9º, Porto, Portugal Legal Nature: Public Limited Company Share Capital: €42,359,577 N.I.P.C.: 501 669 477

Ibersol SGPS parent company and ultimate parent entity is ATPS - SGPS, S.A.

1.1. Ibersol Group Subsidiaries

For the periods ended 30 June 2024 and 31 December 2023, the Group companies, their head offices and their main developed business included in the consolidation by the full consolidation method and the respective proportion of equity is as follows:

% Shareholding
Company Head Office
jun/24 Dec/23
Subsidiary companies
Iberusa Hotelaria e Restauração, S.A. Porto 100% 100%
Ibersol Restauração, S.A. Porto 100% 100%
Ibersande Restauração, S.A. Porto 100% 100%
Ibersol Madeira e Açores Restauração, S.A. Funchal 100% 100%
Iberaki Restauração, S.A. Porto 100% 100%
Restmon Portugal, Lda Porto 61% 61%
Vidisco, S.L. Vigo - Espanha 100% 100%
Inverpeninsular, S.L. Vigo - Espanha 100% 100%
Firmoven Restauração, S.A. Porto 100% 100%
IBR - Sociedade Imobiliária, S.A. Porto 100% 100%
Anatir SGPS, S.A. Porto 100% 100%
Sugestões e Opções-Actividades Turísticas, S.A Porto 100% 100%
José Silva Carvalho Catering, S.A. Porto 100% 100%
Iberusa Central de Compras para Restauração ACE Porto 100% 100%
Maestro - Serviços de Gestão Hoteleira, S.A. Porto 100% 100%
SEC - Eventos e Catering, S.A. Porto 100% 100%
IBERSOL - Angola, S.A. Luanda - Angola 100% 100%
HCI - Imobiliária, S.A. Luanda - Angola 100% 100%
Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto 100% 100%
Lusinver Restauracion, S.A. Vigo - Espanha 100% 100%
The Eat Out Group S.L.U. Barcelona - Espanha 100% 100%
Pansfood, S.A.U. Barcelona - Espanha 100% 100%
Foodstation, S.L.U Barcelona - Espanha 100% 100%
Dehesa de Santa Maria Franquicias, S.L. Barcelona - Espanha 100% 100%
Volrest Aldaia, S.L Vigo - Espanha 100% 100%
Volrest Alcala, S.L Vigo - Espanha 100% 100%
Volrest Alfafar, S.L. Vigo - Espanha 100% 100%
Volrest Rivas, S.L. Vigo - Espanha 100% 100%
Voesmu Restauracion, SL Vigo - Espanha 100% 100%
Food Orchestrator, S.A. Braga 84% 84%
Eat Tasty, S.L. Madrid 84% 84%
Iberespana Central de Compras, A.I.E. Vigo - Espanha 100% 100%
Belsai Restauração, S.A. Porto - 100%

The Ibersol group does not have any branches.

1.2. Ibersol Group's joint ventures and associates

For the periods ended 30 June 2024 and 31 December 2023, the Group's companies, their respective head offices and their main developed business included in the consolidation by the equity method and the respective proportion of equity is as follows:

% Shareholding
Company Head Office jun/24 Dec/23
Associated companies
Ziaicos - Serviços e gestão, Lda Porto 40% 40%
Companies controlled jointly
UQ Consult - Serviços de Apoio à Gestão, S.A. Porto 50% 50%
Medfood Invest S.L. Alicante - Espanha 40% 40%

1.3. Changes in the consolidation perimeter

Acquisition of new companies

In the six months period ended 30 June 2024 there were no acquisitions of subsidiaries.

Disposals

In 31 January 2024, the Group sold subsidiary Belsai Restauração, S.A. (note 6.6.).

In the year ended 31 December 2023, there were no disposals of companies.

Other changes in the consolidation perimeter

Merge of subsidiaries

After 30 June 2024, the project for the merger by absorption of the subsidiaries Volrest Aldaia, Volrest Alfafar, Volrest Alcala, Volrest Rivas and Voesmu into the subsidiary Foodstation was prepared.

2. Basis of preparation of the financial information

2.1. Bases of presentation

2.1.1. Approval of the financial statements

The interim condensed consolidated financial statements were approved by the Board of Directors and authorized for issue on 26 September 2024.

The shareholders have the right not to approve the accounts authorized for issue by the Board of Directors and to propose their amendment.

2.1.2. Accounting standards

These condensed consolidated interim financial statements have been prepared in accordance with International Standard 34 - Interim Financial Reporting, and therefore do not include all the information required by the annual financial statements, and should be read in conjunction with the company's financial statements for the period ending 31 December 2023.

The interim consolidated financial statements have been prepared in accordance with the historical cost principle.

The Group's Consolidated Financial Statements have been prepared in accordance with the same accounting principles and policies adopted by the Group in the preparation of the annual financial statements, except for the adoption of new standards, amendments and interpretations with mandatory application from 1 January 2024, and essentially including an explanation of the events and changes relevant to an understanding of the variations in the Group's financial position and performance since the date of the annual report. Accordingly, the accounting policies and part of the notes contained in the 2023 financial statements have been omitted, either because they have not changed or because they are not materially relevant to understanding these interim financial statements.

2.1.3. Measurement basis

The condensed consolidated interim financial statements have been prepared on the assumption of continuity of operations, under the principle of historical cost changed to fair value in the case of derivative financial instruments.

The preparation of the financial statements requires estimates and management judgments.

2.1.4. Comparability

The condensed consolidated interim financial statements are comparable in all material respects with the prior year.

2.1.5. Presentation currency and transactions in foreign currency

2.1.5.1. Presentation currency

The Financial Statements of each of the Group's entities are prepared using the currency of the economic environment in which the entity operates ("functional currency"). The consolidated Financial Statements are presented in Euros, which is the Ibersol Group's functional and presentation currency.

The foreign currency exchange rates used to convert transactions and balances expressed in Kwanzas at 30 June 2024 and 31 December 2023 were respectively:

jun/24
Euro exchange rates Average interest
(x foreign currency per 1 Euro) Rate on 30 June 2024 rate June 2024
Kw anza de Angola (AOA) 914,077 900,090
Dec/23
Euro exchange rates Rate on December, 31 Average interest
(x foreign currency per 1 Euro) 2023 rate year 2023
Kw anza de Angola (AOA) 931,099 746,269

2.2. New standards, amendment and interpretation

Standards Change Date of
application
Recently issued pronouncements already adopted by the Group Ibersol in the preparation of the financial
statements are the following:
Clarification
requirements
for
classifying liabilities as current or
non-current (amendments to IAS
1 –
Presentation of Financial
Statements)
IASB issued on 23 January 2020 narrow-scope amendments to
IAS 1 Presentation of Financial Statements to clarify how to
classify debt and other liabilities as current or non-current.
The amendments clarify an IAS 1 criteria for classifying a liability
as non-current: the requirement for an entity to have the right
to defer the liability's settlement at least 12 months after the
reporting period.
The amendments aim to:
a.
specify that an entity's right to defer settlement must
exist at the end of the reporting period and have substance;
b.
clarify that covenants with which the company must
comply after the reporting date (i.e., future covenants) do not
affect a liability's classification at the reporting date. However,
when non-current liabilities are subject to future covenants,
companies will now need to disclose information to help users
understand the risk that those liabilities could become
repayable within 12 months after the reporting date; and
c.
clarify the requirements to classify the liabilities that an
entity will settle, or may settle, by issuing its own equity
instruments (e.g. convertible debt).
1 January 2024
Lease liability in a sale-and
leaseback (amendments to IFRS
16 – Leases)
The IASB issued amendments to IFRS 16 - Leases in September
2022 that introduce a new accounting model for variable
payments in a sale and leaseback transaction.
The amendments confirm the following:
-
On initial recognition, the seller-lessee includes
variable lease payments when it measures a lease liability arising
from a sale-and-leaseback transaction.
-
After initial recognition, the seller-lessee applies the
general requirements for subsequent accounting of the lease
liability such that it recognises no gain or loss relating to the right
of use it retains.
A seller-lessee may adopt different approaches that satisfy the
new requirements on subsequent measurement.
Under IAS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors, a seller-lessee will need to apply the
amendments retrospectively to sale-and-leaseback transactions
entered into or after the date of initial application of IFRS 16. This
means that it will need to identify and re-examine sale-and
leaseback transactions entered into since implementation of
IFRS 16 in 2019, and potentially restate those that included
variable lease payments.
1 January 2024
Amendments to IAS 7 Statement
of Cash Flows and IFRS 7
Financial Instruments:
Disclosures – Supplier Finance
Arrangements
On 25 May 2023, the International Accounting Standards Board
(IASB)
published
Supplier
Finance
Arrangements
with
amendments to IAS 7 Statement of Cash Flows and IFRS 7
Financial Instruments Disclosures.
The amendments relate to disclosure requirements in
connection with supplier financing arrangements - also known
as supply chain financing, financing of trade payables or reverse
factoring arrangements.
The new requirements supplement those already included in
IFRS standards and include disclosures about:
-
Terms
and
conditions
of
supplier
financing
arrangements;
-
The amounts of the liabilities that are the subject of
such agreements, for which part of them the suppliers have
1 January 2024
already received payments from the financiers, and under which
item these liabilities are shown in the balance sheet;
-
The ranges of due dates; and
-
Information on liquidity risk.
Date of
Standards Change application
The Group/Entity decided to opt for not having an early application of the following standards endorsed by EU.
Amendments to IAS 21 The
Effects of Changes in Foreign
Exchange Rates: Lack of
Exchangeability
On 15 August 2023, the International Accounting Standards
Board (the IASB or Board) issued Lack of Exchangeability
(Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates) (the amendments).
The amendments clarify how an entity should assess whether a
currency is
exchangeable and how it should determine a spot exchange rate
when
exchangeability is lacking.
A currency is exchangeable into another currency when a
company is able to exchange that currency for the other
currency at the measurement date and for a specified purpose.
When a currency is not exchangeable, a company needs to
estimate a spot rate.
1 January 2025
Under the amendments, companies will need to provide new
disclosures to help users assess the impact of using an
estimated exchange rate on the financial statements. These
disclosures might include:
-
the nature and financial impacts of the currency not
being exchangeable;
-
the spot exchange rate used;
-
the estimation process; and
-
risks to the company because the currency is not
exchangeable.
Early adoption is permitted.
On 30 May 2024, the International Accounting Standards Board
(the IASB or Board) issued amendments to the classification and
measurement requirements in IFRS 9 Financial Instruments. The
amendments will address diversity in accounting practice by
making the requirements more understandable and consistent.
These amendments aim to:
-
Clarify the classification of financial assets with
environmental, social, and corporate governance (ESG) and
similar features, as ESG-linked features in loans could affect
whether the loans are measured at amortised cost or fair value.
To resolve any potential diversity in practice, the amendments
clarify how the contractual cash flows on such loans should be
assessed.
Amendments to the Classification
and Measurement of Financial
Instruments
-
Clarify the date on which a financial asset or financial
liability is derecognised when the settlement of liabilities is made
through electronic payment systems. There is an accounting
policy option to allow a company to derecognise a financial
liability before it delivers cash on the settlement date if specified
criteria are met.
-
Enhance the description of the term 'non-recourse',
under the amendments, a financial asset has non-recourse
features if an entity's ultimate right to receive cash flows is
contractually limited to the cash flows generated by specified
1 January 2026
assets. The presence of non-recourse features does not
necessarily preclude the financial asset from meeting the SPPI
criterion, but the features do need to be carefully considered.
-
Clarify that a contractually linked instrument must
feature a waterfall payment structure that creates concentration
of credit risk by allocating losses disproportionately between
different tranches. The underlying pool can include financial
instruments not in the scope of IFRS 9 classification and
measurement (e.g., lease receivables), but must have cash flows
that are equivalent to SPPI.
The IASB has also introduced additional disclosure requirements
regarding investments in equity instruments designated at fair
value through other comprehensive income and financial
instruments with contingent features, for example features tied
to ESG-linked targets.
Early adoption is permitted.
IFRS
18
Presentation
and
Disclosure
in
Financial
Statements
On 9 April 2024, the International Accounting Standards Board
(the IASB or Board) issued the new Standard, IFRS 18
Presentation and Disclosure in Financial Statements.
The main changes introduced by this Standard are:
-
Promotes a more structured income statement. In
particular, it introduces a newly defined 'operating profit'
subtotal and a requirement for all income and expenses to be
classified into three new distinct categories based on a
company's
main
business
activities,
namely:
Operating,
Investing and Financing.
-
Requirement to companies to analyse their operating
expenses directly on the face of the income statement – either
by nature, by function or on a mixed basis.
-
Requirement to some of the 'non-GAAP' measures the
Company/Group uses to be reported in the financial statements.
It defines MPMs as a subtotal of income and expenses that:
o
is used in public communications outside the financial
statements; and
o
communicates
management's
view
of
financial
performance.
For each MPM presented, companies will need to explain in a
single note to the financial statements why the measure
provides useful information and how it is calculated, and to
reconcile it to an amount determined under IFRS Accounting
Standards.
-
Introduction of enhanced guidance on how companies
group information in the financial statements. This includes
guidance on whether material information is included in the
primary financial statements or is further disaggregated in the
notes.
1 January 2027
IFRS
19
Presentation
and
Disclosure
in
Financial
Statements
Earlier application is permitted and applies retrospectively.
On 9 May 2024, the International Accounting Standards Board
(the IASB or Board) issued the new Standard, IFRS 19
Subsidiaries without Public Accountability: Disclosures, which
permits eligible subsidiaries to use IFRS Accounting Standards
with reduced disclosures. Applying IFRS 19 will reduce the costs
of preparing subsidiaries' financial statements while maintaining
the usefulness of the information for users of their financial
statements.
A subsidiary may choose to apply the new standard in its
consolidated, separate or individual financial statements
provided that, at the reporting date:
1 January 2027
-
it does not have public accountability;
-
its parent produces consolidated financial statements
under IFRS Accounting Standards.
A subsidiary applying IFRS 19 is required to clearly state in its
explicit and unreserved statement of compliance with IFRS
Accounting Standards that IFRS 19 has been adopted.
Earlier application is permitted and applies retrospectively.

The adoption of the standards and amendments endorsed by the European Union and of mandatory application for annual periods beginning on or after 1 January 2024 did not result in significant impacts on the consolidated financial statements.

The adoption of the new standards and interpretations already endorsed by the European Union is not expected to have a material impact on the Group's consolidated financial statements.

3. Operational Risk Management

3.1. Risks of the global context

The Ibersol Group pays special attention to the global geopolitical context, namely the war in Ukraine and the conflict in Gaza and adjoining territories, whose effects on the global economy (shortages of goods and energy, logistical disruptions, rising inflation) and on society have been significant and may yet worsen, making the entire global context more complex in the medium and long term, with changes to global food supply chains, which have consequences for operations and business profitability.

3.2. Risks of development and franchise agreements

In previous years, the Group signed development contracts with Taco Bell and KFC (for Portugal and Spain). During 2022 a new development contract was signed with the Pret a Manger brand.

These development contracts guarantee the right and obligation to open new restaurants (in exceptional circumstances, such as the pandemic crisis, readjustments to the development programs were agreed upon). In case of non-fulfillment of the opening plans foreseen in these contracts the franchisors may terminate the respective development contracts.

In addition, the development agreements provide for requirements and conditions to be met prior to the sale of the controlling interest of the subsidiary that operates the agreement, the issuance of capital instruments and/or change of control in those subsidiaries, as well as the sale of the business or restaurants owned by said subsidiaries, which include, among others: the prior agreement of the franchisors, information obligations and several transfer procedures, possible payment of charges or fees, as well as the right of first refusal in favor of the franchisors. The franchise contracts in relation to some international brands foresee the possibility of termination in case of change of control of Ibersol SGPS, S.A. without the franchisor's prior agreement.

In the restaurants where it operates with international brands, the group enters into long-term franchise contracts: 10 years in the case of Pizza Hut, Taco Bell and KFC and up to 12 years in the case of Prêt A Manger, renewable for another 10 years at the franchisee's option, as long as certain obligations are met.

It has been the practice for these contracts to be renewed upon expiration. However, nothing obliges franchisors to do so, so there may be the risk of non-renewal.

In these contracts it is normal to pay an "Initial Fee" at the beginning of each contract and a "Renewal Fee" at the end of the initial period, in addition to an operating and marketing royalty on sales made.

3.3. Quality and food safety risks

Ibersol Group's quality department is responsible for identifying and ensuring control of food quality and safety risks. Thus, various prevention and control measures are implemented for different areas of the Group's business. In this context, some measures stand out, such as: ensuring the implemented Traceability System and the control of the Production Process in the units, through the HACCP (Hazard Analysis & Critical Control Points) System.

3.4. Price Risk

Significant changes in commodity prices are largely reflected in the selling prices of products and monitored by the market. However, when commodity price increases are much higher than general inflation, these changes are gradually impacted in selling prices, and in the short term there may be a degradation of the gross margin.

3.5. Environmental risks

Environmental impact

The Ibersol Group's management of environmental risks is largely based on the implementation and certification of management systems, such as the ISO 14001 standard. In particular, the main flows of packaging materials are monitored and reporting obligations are fulfilled with the entities licensed to manage and promote the selection, collection and recycling of packaging in the Portuguese and Spanish markets.

Climate change

Climate change is increasingly affecting agricultural production in various markets, leading to food shortages, price volatility and disruptive events in global supply chains. To help mitigate these situations and guarantee the continuity of its activities, the Ibersol Group is working on reducing its greenhouse gas emissions and adjusting its sourcing strategies.

Extreme events

The increasingly frequent occurrence of extreme natural events threatens people's safety and business continuity. The Ibersol Group has ISO certifications that guarantee high standards of health, occupational safety and food quality and safety, as well as complying with all legal rules on physical safety and civil protection. On the other hand, the Covid-19 pandemic has required more resilient and flexible management processes, including the digitalisation of sales channels and business support activities, strengthening internal crisis management and business continuity skills.

Use of natural resources

The Ibersol Group depends on the use of natural and energy resources for its operation, but it is aware of the impacts that events such as extreme drought and price volatility in the energy market can have on its operation and results, so it maintains internal policies and specific initiatives for more efficient use of these resources.In addition, the Ibersol Group respects standards and good practices in the storage, handling and distribution of food and non-food raw materials, with robust monitoring, segregation and traceability processes to minimise food safety risks and reputational risks.

4. Operational Performance

4.1. Revenue

The revenue from contracts with customers is presented as follows:

2024 2023
Catering sales 203 798 247 189 605 691
Restaurant sales 193 942 658 177 942 762
Event catering sales 5 994 184 8 418 326
Concession catering sales 3 861 405 3 244 604
Merchandise sales to franchisees 4 985 541 6 510 677
Total sales 208 783 787 196 116 368
Services Rendered 1 701 868 1 915 591
Franchise royalties 936 227 948 899
Rents from investment properties 353 517 360 989
Other 412 124 605 703
Turnover Continuing Operations 210 485 655 198 031 959
Turnover Discontinued Operations 1 112 727 5 360 629
Turnover 209 372 927 192 671 330

In 30 June 2024 restaurant sales through Aggregator platforms amount to €21.6 million.

4.2. Segment reporting

Ibersol's Management monitors the business based on the following segments:

SEGMENT
Restaurants Counters Concessions,
Travel and
Catering
Brands
Pizza Hut KFC SOL (AS)
Pasta Caffe Taco Bell Concessões
Pizza Móvil Miit Catering
FresCo Pans & Co. Lojas
Ribs Sta Maria Pans Café Conveniência
Travel
Pret a Manger

DETAILED INFORMATION REGARDING OPERATING SEGMENTS

Restaurants Counters Concessions, Travel and
Catering
Others, eliminations and
adjustments
Total Group
Turnover 51 703 454 51 597 474 76 792 378 68 464 055 79 989 021 69 630 236 888 074 2 979 564 209 372 927 192 671 330
Operating profit minus amortisation, deprec.
and impairment losses
7 764 436 6 946 780 12 374 765 12 744 288 19 300 445 10 352 968 45 108 170 518 39 484 753 30 214 555
Amortisation, depreciation and impairment
losses
-6 070 314 -4 819 911 -10 382 217 -9 242 995 -16 136 542 -7 445 355 -719 949 -780 269 -33 309 023 -22 288 530
Operating profit 1 694 121 2 126 868 1 992 548 3 501 292 3 163 902 2 907 613 -674 842 -609 750 6 175 729 7 926 025
Financial profit (loss) -4 552 213 -4 015 010
Other non-operating gains (losses) 99 967 58 943
Income tax for the period 61 568 -821 107
Consolidated net profit 1 785 051 3 148 851
jun/24 Dec/23 jun/24 Dec/23 jun/24 Dec/23 jun/24 Dec/23 jun/24 Dec/23
Total allocated assets 95 782 989 93 930 218 179 548 290 180 202 936 210 697 032 205 551 943 11 219 165 13 268 083 497 247 476 492 953 180
Total allocated liabilities 55 917 423 52 618 654 83 914 493 85 070 978 180 668 667 187 186 759 1 280 677 1 202 399 321 781 259 326 078 790
Assets and liabilities of the unallocated jun/24 Dec/23
segments
Assets Liabilities Assets Liabilities
Deferred Taxes 12 236 647 2 546 827 12 236 647 2 769 902
Income tax 4 445 302 232 489 3 550 462 156 520
Net Financing 153 053 085 20 747 980 188 538 842 28 454 044
BK sale receivable amount 6 656 848 - 6 803 122 -
Non-current accounts receivable 385 578 - 396 355 -
Investments in associates and joint ventures 6 408 965 - 6 323 998 -
Debt instruments at amortised cost 1 055 017 - 1 580 739 -
Total 184 241 442 23 527 296 219 430 165 31 380 466
jun/24 Dec/23
Assets Liabilities Assets Liabilities
Allocated by segment 497 247 476 321 781 259 492 953 179 326 078 790
Not allocated 184 241 442 23 527 296 219 430 165 31 380 466
Total Balance 681 488 918 345 308 555 712 383 344 357 459 256

INFORMATION BY GEOGRAPHY

Turnover jun/23 jun/24 jun/23 jun/24 jun/23 jun/24 jun/23 jun/24
51 703 454 51 597 474 76 792 378 68 464 055 79 989 021 69 630 236 888 074 2 979 564 209 372 927 192 671 330
Operating profit minus amortisation, deprec.
and impairment losses
7 764 436 6 946 780 12 374 765 12 744 288 19 300 445 10 352 968 45 108 170 518 39 484 753 30 214 555
Amortisation, depreciation and impairment -6 070 314 -4 819 911 -10 382 217 -9 242 995 -16 136 542 -7 445 355 -719 949 -780 269 -33 309 023 -22 288 530
losses
Operating profit
1 694 121 2 126 868 1 992 548 3 501 292 3 163 902 2 907 613 -674 842 -609 750 6 175 729 7 926 025
Financial profit (loss) -4 552 213 -4 015 010
Other non-operating gains (losses)
Income tax for the period
99 967
61 568
58 943
-821 107
Consolidated net profit 1 785 051 3 148 851
Total allocated assets jun/24
95 782 989
Dec/23
93 930 218
jun/24
179 548 290
Dec/23
180 202 936
jun/24
210 697 032
Dec/23
205 551 943
jun/24
11 219 165
Dec/23
13 268 083
jun/24
497 247 476
Dec/23
Total allocated liabilities 55 917 423 52 618 654 83 914 493 85 070 978 180 668 667 187 186 759 1 280 677 1 202 399 321 781 259
The unallocated assets and liabilities resulting from investment, financing and tax activities managed
on a centralized and consolidated basis, are as follows:
Assets and liabilities of the unallocated jun/24 Dec/23
segments Assets
Liabilities
Assets Liabilities
Deferred Taxes 12 236 647 2 546 827 12 236 647 2 769 902
Income tax 4 445 302 232 489 3 550 462 156 520
Net Financing 153 053 085 20 747 980 188 538 842 28 454 044
BK sale receivable amount 6 656 848 - 6 803 122 -
Non-current accounts receivable 385 578 - 396 355 -
Investments in associates and joint ventures 6 408 965 - 6 323 998 -
Debt instruments at amortised cost 1 055 017 1 580 739
-
-
Total 184 241 442 23 527 296 219 430 165 31 380 466
jun/24 Dec/23
Assets Liabilities Assets Liabilities
Allocated by segment 497 247 476 321 781 259 492 953 179 326 078 790
Not allocated 184 241 442 23 527 296 219 430 165 31 380 466
357 459 256
Total Balance 681 488 918 345 308 555 712 383 344
30 June 2024 Portugal Angola Espanha Grupo
Turnover 115 808 818 6 863 451 86 700 658 209 372 927
Tangible and intangible fixed assets 119 024 166 5 624 312 33 997 657 158 646 134
Right-of-Use Assets 51 768 580 674 444 169 308 250 221 751 275
Investment property 12 689 468 - - 12 689 468
Goodwill 6 604 503 130 714 47 656 558 54 391 775
Deferred tax assets - - 12 236 647 12 236 647
Investments in assoc. and joint ventures 6 408 965 - - 6 408 965
Non-current accounts receivable 385 578 - 9 172 783 9 558 361
INFORMATION BY GEOGRAPHY
As at 30 June 2024 the breakdown of revenues and non-current assets by geography is as follows:

4.3. Operating income and expenses

4.3.1. Other operating income/(expenses)

Other expenses and other operating income breakdown in 30 June 2024 and 31 December 2023 is presented as follows:

2024 2023
Other operating expenses
Direct/indirect taxes not affecting the operating activity 460 132 428 183
Losses on tangible fixed assets 320 352 7 370
Exchange differences 132 298 1 229 353
Stock losses 31 303 47 472
Membership fees, donations and gifts and inventory samples 90 356 91 823
Impairment adjustments (of receivables) 42 600 49 496
Other operating expenses 254 576 30 733
1 331 617 1 884 431
Other operating income
Reversal of loss Earn Out 530 000 -
Operating subsidies 91 282 71 715
Supplementary income 2 885 524 3 434 539
Exchange differences 50 931 246 094
Gains on assets 78 935 4 648
Impairment (reversal) of accounts receivable - 106 510
Investment subsidies 5 299 7 561
Other operating income 361 738 52 796
4 003 709 3 923 863
Other operating income / (expenses) 2 672 092 2 039 432

5. Working Capital

5.1. Accounts receivable

The Group's main activity is the operation of restaurants of various own brands and franchises, and the preferred mode of payment of its sales is cash, debit card or other type of card, for example, meal card. With the emergence of sales platforms for home delivery, sales collected through the intermediary are gaining expression. The largest volume of credit results from delivery activity through Aggregators, catering sales, although the model of payment in advance is implemented for most customers, as well as the supply of goods and debit of royalties to franchisees.

For the periods ended 30 June 2024 and 31 December 2023, the accounts receivable item breaks down as follows:

Note jun/24 Dec/23
Non-current accounts receivable
Non-current financial assets 385 578 396 355
Other accounts receivable 5.1.1. 9 273 415 8 853 318
Accumulated impairment losses -100 632 -100 632
9 558 361 9 149 041
Current accounts receivable
Clients 8 687 898 7 855 070
State and other public entities 3 833 439 4 422 999
Other debtors 5.1.2 7 910 941 5 605 985
BK sale receivable amount 6 656 848 6 803 122
Advances to suppliers c/a 156 098 258 510
Advances to suppliers of fixed assets 2 096 173 64 940
Accrued income 5 184 174 4 664 530
Expenses to be recognised 2 391 831 1 877 649
Accumulated impairment losses -2 871 689 -2 874 567
34 045 713 28 678 238
Total Accounts receivable 43 604 074 37 827 279

BK sale receivable amount

Of the estimated amount to be received from the sale of Burger King (BK), 6,650,000 euros relate to the earn-out estimated value of the fulfillment of the extension program of some contracts, to be concluded in 2024, and therefore presented as current.

Non-current financial assets

The balance relates essentially to the Labor Compensation Fund.

State and other public entities

The balance relates essentially to VAT recoverable in the amount of 3,715,967 euros at 30 June 2024 (4,355,486 euros in 31 December 2023).

5.1.1. Other accounts receivable

The balance of the caption other non-current accounts receivable is mainly composed of deposits and guarantees in Spain, resulting from lease contracts. Accounts receivable from other debtors are initially recognized at fair value and, in the case of medium and long-term debts, are subsequently measured at amortized cost, using the effective rate method, less impairment adjustment.

The Group considers that this asset is not exposed to relevant credit risk, since in general these assets are directly associated with rent payment obligations.

These guarantees may be executed by the beneficiaries in the event of contractual breach by Ibersol, such as in cases where the rent is not paid.

The value of the guarantees and deposits related to the Airport lease agreements in Spain with AENA at 30 June 2024 total 6,790,939 euros (6,433,518 euros in 31 December 2023).

5.1.2. Other debtors

On 31 June 2024 and 31 December 2023 the balance under Other debtors includes aggregators, other suppliers' debts, debits to suppliers for the recovery of charges for marketing and rappel contributions, meal vouchers (delivered by customers), short-term guarantees and miscellaneous advances, as follows:

jun/24 Dec/23
Meal card/Aggregators 3 384 885 1 521 156
Deposits and guarantees 291 052 292 448
Marketing and rappel 204 633 936 347
Suppliers and other debtors balance 2 367 271 1 427 403
Advances 443 403 484 643
Staff expenses 184 484 251 886
Credit sales 967 618 632 431
Continente card 67 595 59 672
Total 7 910 941 5 605 985

Meal card/Aggregators

The "Meal card" amounts refer to payments at the establishments and that are charged to the card issuers electronically after 15 days of processing or when by physical delivery after collection, checking and deposit. The Aggregators transfer the collections made on behalf of the restaurants within an average period of 15 days.

Marketing and rappel

The Marketing and rappel item corresponds to amounts debited to Suppliers at the end of the year.

5.2. Accounts payable

In the periods ended 30 June 2024 and 31 December 2023, the accounts payable item breaks down as follows:

Note jun/24 Dec/23
Non-current payables
Non-current payables 3 704 3 704
3 704 3 704
Current payables
Suppliers 5.2.1. 47 790 245 54 886 999
Accrued expenses 5.2.2. 20 759 766 25 136 233
Other creditors 5 146 441 3 895 458
State and other public entities 7 790 936 8 284 037
Income to be recognised 397 436 489 187
81 884 824 92 691 914
Total accounts payable 81 888 528 92 695 618

State and other public entities

The balance of the item State and other public entities results, essentially, from VAT payable (3,503,788 euros) and Social Security (3,090,471 euros).

5.2.1. Suppliers

The breakdown of suppliers on 30 June 2024 and 31 December 2023, is as follows:

jun/24 Dec/23
Suppliers - Incoming invoices 34 086 986 37 706 796
Suppliers - Invoices being received and checked 7 782 665 8 342 563
Suppliers of fixed assets - current account 5 920 594 8 837 640
Total accounts payable to suppliers 47 790 245 54 886 999

5.2.2. Accrued expenses

As at 30 June 2024 and 31 December 2023 the breakdown of accrued expenses, is as follows:

jun/24 Dec/23
Insurance payable 164 123 147 885
Accrued payroll 10 771 188 8 830 884
Rents and leases 4 226 942 10 217 772
External services rendered 5 069 302 5 779 889
Others 528 211 159 803
Total accrued expenses 20 759 766 25 136 233

Accrued expenses - rents and leases essentially include the amount relating to the adjustment of minimum rents to be paid to AENA in relation to the contract at Barcelona airport in Spain which, as a result of Law 13/2021, will only have guaranteed minimum rents once annual passenger traffic exceeds that of 2019.

6. Investments

6.1. Goodwill

Goodwill is allocated to each of the reportable segments as follows:

jun/24 Dec/23
Restaurants 7 147 721 7 147 721
Counters 12 558 945 12 558 945
Concessions and Catering 34 505 388 34 505 388
Others 179 721 179 721
Total 54 391 775 54 391 775

Goodwill is in turn allocated to the following groups of homogeneous cash generating units:

jun/24 Dec/23
Restaurants 7 147 721 7 147 721
Ribs 5 175 479 5 175 479
Pizza Hut 1 972 242 1 972 242
Counters 12 558 945 12 558 945
Pans & C.º 11 850 160 11 850 160
KFC 708 785 708 785
Concessions and Catering 34 505 388 34 505 388
Concessions & travel (ES) 30 630 919 30 630 919
Concessions & travel (PT) 850 104 850 104
Catering 3 024 365 3 024 365
Others 179 721 179 721
Total 54 391 775 54 391 775

Changes in goodwill

In the periods ended 30 June 2024 and 31 December 2023, there were no changes in goodwill, as follows:

Restaurants Counters Concessions
and Catering
Others Total
01 January 2023 7 147 721 12 558 945 34 505 388 179 721 54 391 775
Valor ativo 17 757 288 12 558 945 38 847 684 179 721 69 343 638
Imparidade acumulada -10 609 567 - -4 342 296 - -14 951 863
31 December 2023 7 147 721 12 558 945 34 505 388 179 721 54 391 775
Valor ativo 17 757 288 12 558 945 38 847 684 179 721 69 343 638
Imparidade acumulada -10 609 567 - -4 342 296 - -14 951 863
30 June 2024 7 147 721 12 558 945 34 505 388 179 721 54 391 775

6.2. Intangible assets

The group's main operating rights refer to the franchise rights paid to international brands when opening restaurants operating under the brand: 10 years in the case of Pizza Hut, Taco Bell and KFC, and 12 years in the case of Pret a Manger.

As at 30 June 2024, the concessions, included under the industrial property heading, and the respective associated useful life, are presented as follows:

Concession Rights No. Years Limit year for use
Lusoponte Service Area 33 2032
2ª Circular Service Area 10 2027
Portimão Marina 60 2061
Pizza Hut Cais Gaia 20 2024
Modivas Service Area 28 2031
Barcelos Service Areas 30 2036
Alvão Service Areas 30 2036
Lousada (Felgueiras) Service Areas 24 2030
Vagos Service Areas 24 2030
Aveiro Service Areas 24 2030
Ovar Service Areas 24 2030
Gulpilhares (Vilar do Paraíso) Service Areas 24 2030
Talhada (Vouzela) Service Areas 25 2031
Viseu Service Areas 25 2031
Matosinhos Service Areas 24 2030
Maia Service Areas 26 2032

Changes in Intangible assets

During the six-month period ending 30 June 2024 and the year ending 31 December 2023, the movement in the value of intangible assets, as well as in the respective amortization and accumulated impairment losses, was as follows:

Brands Industrial
property
Other
intangible
assets
Intangible assets
in progress
Total
01 January 2023 15 216 667 8 827 817 1 654 327 1 163 972 26 862 783
Currency translation - -154 978 - -51 720 -206 698
Additions - 2 999 265 438 662 148 672 3 586 599
Decreases - -28 321 -451 663 -3 800 -483 784
Transfers - 477 017 8 948 -457 017 28 948
Amortization for the year -1 100 000 -1 984 310 -198 606 - -3 282 916
31 December 2023 14 116 667 10 136 490 1 451 668 800 107 26 504 932
Cost 22 000 000 43 042 919 10 888 275 800 107 76 731 301
Accumulated amortization -7 883 333 -28 595 489 -9 404 310 - -45 883 132
Accumulated Impairment - -4 310 940 -32 296 - -4 343 237
31 December 2023 14 116 667 10 136 490 1 451 669 800 107 26 504 932
Currency translation - 401 - 1 316 1 717
Additions - 585 629 397 314 999 832 1 982 775
Decreases - -8 788 - - -8 788
Transfers - 94 806 - -94 616 190
Amortization for the year -550 000 -1 020 443 -90 903 - -1 661 346
30 June 2024 13 566 667 9 788 095 1 758 080 1 706 639 26 819 481
Cost 22 000 000 43 713 609 11 285 602 1 706 639 78 705 850
Accumulated amortization -8 433 333 -29 614 574 -9 495 226 - -47 543 133
Accumulated Impairment - -4 310 940 -32 296 - -4 343 236
30 June 2024 13 566 667 9 788 095 1 758 080 1 706 639 26 819 481

The addition in Industrial Property corresponds mostly to the improvement of programs and software and to renewal licenses and new franchise contracts.

Intangible assets in progress mostly relate to territorial rights to open units, which are paid in advance to the brands at the time when joint agreements are signed between Ibersol and the franchisors to open units.

6.3. Property, plant and equipment

Changes in property, plant and equipment

During the six-month period ending 30 June 2024 and the year ending 31 December 2023, the movement in the value of tangible fixed assets, as well as in the respective amortization and accumulated impairment losses, was as follows:

Buildings and Other
Land other Equipment tangible fixed Other tangible
fixed assets
Total
constructions assets
01 January 2023 14 581 536 90 463 145 19 209 331 4 879 846 1 406 444 130 540 302
Currency translation -3 893 267 -4 581 579 -1 136 294 80 482 -12 880 -9 543 538
Additions - 15 205 233 8 290 421 1 637 692 4 239 987 29 373 332
Decreases - -5 433 -177 759 -19 646 -8 442 -211 280
Transfers -3 484 496 -345 487 216 142 46 584 -732 470 -4 299 726
Depreciation for the year -46 963 -8 662 341 -4 661 124 -1 233 048 - -14 603 476
Impairment for the year - -431 484 - - - -431 484
Transfer discontinued operations - -99 308 -11 052 -3 423 - -113 783
31 December 2023 7 156 810 91 542 747 21 729 665 5 388 487 4 892 639 130 710 349
Cost 7 330 374 203 913 457 105 374 464 22 703 194 4 892 639 344 214 128
Accumulated depreciation -164 564 -100 125 389 -83 213 373 -17 297 133 - -200 800 459
Accumulated Impairment -9 000 -12 245 321 -431 427 -17 574 - -12 703 322
31 December 2023 7 156 810 91 542 747 21 729 665 5 388 487 4 892 639 130 710 349
Currency translation 9 671 -3 038 -5 620 -2 086 18 619 17 546
Additions 591 286 4 897 041 1 451 294 840 723 2 078 062 9 858 406
Decreases - -419 775 -22 847 -6 819 -33 984 -483 425
Transfers - 955 738 879 222 73 834 -1 913 821 -5 026
Depreciation for the year -8 432 -4 797 160 -2 843 374 -622 230 - -8 271 196
30 June 2024 7 749 335 92 175 554 21 188 340 5 671 909 5 041 515 131 826 653
Cost 7 933 397 208 030 904 107 408 416 23 494 611 5 041 515 351 908 842
Accumulated depreciation -175 062 -104 390 759 -85 788 649 -17 805 127 - -208 159 598
Accumulated Impairment -9 000 -11 464 592 -431 427 -17 574 - -11 922 593
31 June 2024 7 749 335 92 175 554 21 188 340 5 671 909 5 041 515 131 826 653

In 2024, the investment of 9.9 million euros essentially concerns 2 Taco Bell, 3 Pans, 1 KFC, 1 Ribs, 1 KFC in Angola, a brewery at Madeira Airport and investment in the new concessions at Spanish Airports. The investment in 2023 of around 29.3 million euros essentially refers to the opening of 10 KFC, 5 Taco Bell, 3 Pizza Hut, 1 Pans and the new concessions at the Airports of Spain, Madrid, Malaga, Lanzarote and Tenerife (note 7.3).

The amount of currency conversion in 2023 results from the sharp devaluation of the kwanza in that year.

The value of tangible assets in progress at 30 June 2024, in the amount of €5m, refers to investments made for future openings

The Group continues to develop its programme of openings and refurbishments in order to fulfil its commitments to the Brands for 2024.

6.4. Right of use assets

Changes in right of use assets

During the six-month period ending 30 June 2024 and the year ending 31 December 2023, the movement in the value of the rights of use, as well as in the respective amortization and accumulated impairment losses, is presented as follows:

Shops and
Commercial Buildings Equipment Other assets Total
Spaces
01 January 2023 82 014 088 4 692 812 3 012 457 208 323 89 927 680
Currency translation -226 834 - - - -226 834
Increases 164 625 819 - - - 164 625 819
Decreases -2 849 831 -8 107 -1 601 - -2 859 539
Transfers - -395 402 -3 891 - -399 293
Depreciation for the year -30 001 337 -1 206 021 -668 353 -41 518 -31 917 229
Transfers from discontinued operations -334 012 - - - -334 012
31 December 2023 213 227 893 3 083 282 2 338 612 166 805 218 816 592
Cost 288 266 985 14 006 560 6 139 751 345 668 308 758 964
Accumulated depreciation -75 039 092 -10 923 279 -3 801 138 -178 863 -89 942 372
Accumulated Impairment - - - - -
31 December 2023 213 227 894 3 083 281 2 338 613 166 805 218 816 592
Currency translation 8 341 - - - 8 341
Increases 22 236 980 2 700 778 1 934 828 39 431 26 912 017
Decreases -716 543 - -13 814 -4 570 -734 927
Transfers - - - - -
Depreciation for the year -22 345 578 -560 049 -324 688 -20 434 -23 250 749
30 June 2024 212 411 094 5 224 010 3 934 939 181 232 221 751 275
Cost 304 693 240 16 349 829 8 045 109 375 349 329 463 526
Accumulated depreciation -92 282 146 -11 125 819 -4 110 170 -194 117 -107 712 252
Accumulated Impairment - - - - -
30 June 2024 212 411 094 5 224 010 3 934 939 181 232 221 751 275

The value of the increases in 2023 corresponds mainly to the new lease contracts for Madrid Airport, Lanzarote Airport, Tenerife Airport and two new restaurants in Malaga totalling 95 million euros, for which the incremental rate updated to current market conditions was used, and the reactivation of the Gran Canaria, Malaga and Alicante contracts totalling 36 million euros. In addition, the effect of the remeasurement of contracts due to rent updates by the Consumer Price Index and other changes in the estimated lease payments also contributed.

In the first six months of 2024, the value of the increases corresponds to 15 new leases (11 of space and 4 of equipment), 19 renewals and 2 extensions of the term of space leases. In Spain, the increases include the new contracts for Malaga, Madrid and Barcelona Airports.

In the airport leasing contracts in Spain, Ibersol is exposed to variable rents calculated as a percentage of sales, if this value exceeds the minimum rents provided for in the leasing contracts.

6.5. Depreciation, amortization and impairment losses on nonfinancial assets

Expenses with depreciation, amortization and impairment losses on non-financial assets in 30 June 2024 and 2023 were as follows:

jun/24 jun/23
Nature Note Depreciation
and
amortisation
Impairment
losses
Total Depreciation
and
amortisation
Impairment
losses
Total
Goodwill 6.1. - - - - - -
Intangible assets 6.2. -1 661 346 - -1 661 346 -1 522 077 - -1 522 077
Property, plant and equipment 6.3. -8 271 196 - -8 271 196 -7 100 349 - -7 100 349
Right-of-use assets 6.4. -23 250 749 - -23 250 749 -13 450 810 - -13 450 810
Investment property 6.7. -150 281 - -150 281 - - -
Currency translation 24 549 - 24 549 -215 294 - -215 294
Total -33 309 023 - -33 309 023 -22 288 530 - -22 288 530

Judgments and estimates

The complexity and level of judgment inherent to the model adopted for the calculation of impairment and the identification and aggregation of cash generating units (CGU's) implies considering this topic as a significant accounting estimate.

For the purposes of impairment tests, the recoverable amount is the higher of the fair value of an asset less costs inherent in its sale and its value in use. The recoverable amount derives from assumptions related to the activity, namely, sales volumes, operating expenses, planned investments, refurbishment and closure of units, impact of other market players, internal Management projections and historical performance.

These projections result from the budgets for the following year and the estimated cash flows for a subsequent four-year period reflected in the medium-long-term plans approved by the Board of Directors.

Sensitivity analyzes were also performed on the main assumptions used in the base calculation, as shown below.

Restaurants with signs of impairment are tested, considering operating results less amortization, depreciation and impairment losses of tangible fixed assets, intangible assets and goodwill, as well as other cash-generating units whenever circumstances determine or unusual facts occur.

The negative profitability of the stores is an indication of impairment, and the subsequent impairment analysis considers the projected cash flows of each store. In cases of recent openings, such initial negative profitability may not be representative of the expected profitability pattern for that store and may not constitute an indication of impairment if such behavior was expected for that period.

When an asset has an operating performance that exceeds the projections that previously supported the recording of an impairment loss, such loss is reversed to the extent that the value in use based on the updated projections exceeds the carrying amount.

Methods and assumptions used

Despite the fluctuations in the first half of 2024 and some drop in profitability resulting essentially from delays in airport openings, management believes that there are no circumstances at this date that call into question the medium and long-term projections assumed in the impairment tests carried out with reference to 31 December 2023 and, therefore, no relevant indications were identified that would indicate the need to carry out new impairment tests in the first six months of 2024.

6.6. Discontinued operations and non-current assets held for sale

At 30 June 2024 and 2023, the impact of the discontinued operations on the Consolidated Statement of Income and Other Comprehensive Income is as follows:

Income from discontinued operations jun/24 jun/23
Sales and services rendered 1 112 727 5 360 629
Cost of sales -342 259 -1 879 611
External supplies and services -334 555 -1 282 075
Personnel costs -319 850 -1 536 676
Amortisation, depreciation and impairment losses of AFT, Rights of
Use, Goodwill and IA - -
Other operating revenues / (costs) 3 455 24 189
119 518 686 456
Operating profit
Financial expenses - -
Financial income - -
Profit before tax 119 518 686 456
Income tax -21 150 -106 551
Net profit 98 368 579 905
Gain from sale 2 931 709 -
3 030 078 579 905

The amount of the capital gain on the sale in January 2024 relates to the sale of the non-current assets held for sale and respective liabilities directly associated with the 8 Burger King units, as part of the conclusion of the Burger King restaurants disposal process.

The calculation of the capital gain arising from the sale of non-current assets held for sale is detailed as follows:

Calculation of capital gains 31/01/2024
Tangible Fixed Assets 2 985 333
Goodwill -
Right of Use 1 803 389
Intangible Assets 284 403
Inventories 147 493
Other receivables 478 722
Cash and bank deposits 334 935
Lease liabilities -1 607 735
Financing obtained -
Other accounts payable -1 348 766
Deferred tax liabilities -46 897
Total Net Assets and Liabilities deconsolidated 3 030 877
Selling Price 5 962 586
Operating Expenses -
Selling price deducted of cost to sell 5 962 586
Capital gain on sale 2 931 709
Profit (loss) on Consolidated Income Statement 2 931 709

At 30 June 2024, the impact of discontinued operations on the Consolidated Statement of Cash is as follows:

Cash flows from discontinued operations jun/24
Cash Flows from Operating Activities 119 518
Cash flows from investing activities - Disposal of assets and
liabilities classified as held for sale 5 962 586
Cash Flows from Investing Activities - Others -
Cash Flows from Financing Activities -
Cash and cash equivalents from discontinued operations 6 082 105

6.7. Investment Property

Investment properties relate to real estate assets where 9 Burger King restaurants operate. These assets were leased to Burger King Portugal, with rents of 337,802 euros on 30 June 2024 (638,684 euros on 31 December 2023).

Movements in investment properties

During the six-month period ending 30 June 2024 and the year ending 31 December 2023, the movement in the value of the investment property, as well as in the respective amortizations, was as follows:

Investment
Property
01 January 2023 8 470 400
Increases -
Decreases -
Transfers 4 669 911
Depreciation for the year -300 562
31 December 2023 12 839 749
Cost 13 425 032
Accumulated depreciation -585 284
Accumulated Impairment -
31 December 2023 12 839 749
Increases -
Decreases -
Transfers -
Depreciation for the year -150 281
30 June 2024 12 689 468
Cost 13 425 032
Accumulated depreciation -735 565
Accumulated Impairment -
30 June 2024 12 689 468

Transfers relate to transfers of property, plant and equipment assets.

No significant changes are expected in the fair value of these IPs compared to what was disclosed on 31 December 2023 (13.5 million euros).

7. Financing

7.1. Equity

7.1.1. Share capital

As decided at the Annual General Meeting of 26 May 2023, in June 2023 the company reduced its share capital from 46,000,000 euros to 42,359,577 euros, by cancelling 3,640,423 own shares, in order to release excess capital.

On 30 June 2024, Ibersol's share capital was fully subscribed and paid up, and was represented by 42,359,577 registered shares with a nominal value of 1 euro each.

7.1.2. Own shares

Under the terms of the resolution approved at the General Meeting of 26 May 2023, Ibersol SGPS, SA reduced its capital in 2023 from 46,000,000 euros to 42,359,577 euros, by cancelling 3,640,423 own shares acquired for 11,410,227 euros.

During the first six months of the year, under the buy-back programme approved by shareholders in 2023 and a new programme approved at the last General Meeting, the group acquired 421,015 shares at an average price of 6.91 euros.

On 30 June 2024, the company held 898,505 own shares acquired, at an average price of 6.85 and representing 2.12% of the share capital.

7.1.3. Dividends

At the Annual General Meeting of 29 May 2024, it was decided to pay a gross dividend of 0.50 euros per share (0.70 euros in 2023), corresponding to an amount of 20,755,209 euros (29,651,704 euros in 2023) for outstanding shares, which was paid on 19 June 2024.

7.1.4. Earnings per share

At 30 June 2024 and 2023, basic and diluted earnings per share were calculated as follows:

2024 2023
Profit attributable to equity holders
Continuing operations 1 783 401 3 184 936
Discontinued operations 3 030 078 579 905
Number of shares issued at the beginning of the year 42 359 577 46 000 000
Number of shares issued at the end of the year 42 359 577 42 359 577
Weighted average number of ordinary shares issued (i) 42 359 577 45 296 051
Weighted average number of treasury shares (ii) 678 444 2 936 522
Weighted average number of shares outstanding (i-ii) 41 681 133 42 359 529
Basic earnings per share (euros per share)
Continued operations 0,04 0,08
Discontinued operations 0,07 0,01
Diluted earnings per share (€ per share)
Continued operations 0,04 0,08
Discontinued operations 0,07 0,01
Number of treasury shares at the end of the period 898 506 8 678

As there are no preferred voting rights, basic earnings per share equals diluted earnings per share.

7.2. Bank Debt

At 30 June 2024 and 31 December 2023 current and non-current borrowings had the following detail:

jun/24 Dec/23
Non-current
Bank loans 6 181 909 7 863 527
Commercial paper 3 500 000 4 800 000
9 681 909 12 663 527
Current
Bank overdrafts 444 459 -
Bank loans 3 457 533 4 110 369
Commercial paper 7 164 079 11 680 148
11 066 071 15 790 517
Total borrowings 20 747 980 28 454 044

For Commercial Paper Programs (CPP), when there is a termination date, we consider maturity on that date, regardless of the terms for which they are contracted.

There are commercial paper financing agreements that include cross default clauses. Such clauses refer to contractual non-compliance in other contracts or tax non-compliance, in which case it does not occur.

The interest rate in force on 30 June 2024 for CPP and borrowings was on average around 3.7% (3.35% on 31 December 2023). Borrowings indexed at variable rates are indexed to Euribor.

As at 30 June 2024, the Group had 28.7 million euros in commercial paper not issued and credit lines contracted but not used.

Additionally, there are contracts in which the respective creditors have the possibility to consider the debt overdue in the event of a change in shareholder control, however none of that debt was being used on 30 June 2024

Changes in bank debt

Movements in the six-month period ending 30 June 2024 and the year 2023 under current and noncurrent loans, except for finance leases and bank overdrafts, are presented as follows:

jun/24 Dec/23
1 January 28 454 043 70 081 886
Variations with impact in cash flows:
Proceeds from borrowings obtained 280 840 -
Financial debt repayments -7 969 354 -42 445 598
Variations without impact on cash flows:
Financing set-up costs 16 639 847 413
Capitalised interest and other -34 188 -29 658
20 747 980 28 454 043

7.3. Lease liabilities

At 30 June 2024, the company has commitments to third parties arising from lease contracts, namely real estate contracts. On 30 June 2024 and 31 December 2023, current and non-current leases were as follows:

jun/24 Dec/23
Current Non-current Total Current Non-current Total
Leases 45 241 649 192 439 311 237 680 960 40 161 966 188 846 002 229 007 968
TOTAL 45 241 649 192 439 311 237 680 960 40 161 966 188 846 002 229 007 968

Changes in lease liabilities

Movements in the three-month period ending 30 June 2024 and the year 2023 in lease liabilities are presented as follows:

jun/24 Dec/23
1 January 229 007 968 90 873 709
Variations with impact in cash flows:
Lease payments -24 493 291 -32 805 337
Variations with no impact in cash flows:
Leases associated with disposed operations - -384 620
Interest for the period from updating lease liabilities 7 009 405 10 113 570
Lease increases 26 912 142 164 625 819
Contracts terminations / shop closings -716 544 -2 849 832
Others -38 720 -565 340
237 680 960 229 007 968

Lease payments include 17,483,886 euros (22,691,767 euros in 2023) of principal and 7,009,405 euros (10,113,570 euros in 2023) of interest.

2023 increases corresponds mainly to the new lease contracts for Madrid Airport, Lanzarote Airport, Tenerife Airport and two new restaurants in Malaga totalling 95 million euros, for which the incremental rate updated to current market conditions was used, and the reactivation of the Gran Canaria, Malaga and Alicante contracts totalling 36 million euros. In addition, the effect of the remeasurement of contracts due to rent updates by the Consumer Price Index and other changes in the expected lease payments also contributed.

In the first six months of 2024, the value of the increases corresponds to 15 new leases (11 of space and 4 of equipment), 19 renewals and 2 extensions of the term of space leases. In Spain, the increases include the new contracts for Malaga, Madrid and Barcelona Airports.

7.4. Treasury bonds

Ibersol Angola operates with a large component of imports that generate liabilities in foreign currency. In order to reduce the exchange rate risk and face Kwanza variations, the company adopted the policy of holding assets indexed to the USD in an amount, at least, of the same order of magnitude as the liabilities.

In addition to holding USD-indexed Treasury Bonds, the company acquired non-adjustable Treasury Bonds (denominated in AKZ) for the financial application of surpluses.

The amount of financial assets refers to investments in Treasury Bonds of the Angolan State. The separation by maturity is as follows:

jun/24 Dec/23
Current Non Total Current Non Total
current current
Angolan Treasury Bonds 751 541 456 742 1 208 283 1 067 733 666 272 1 734 005
Accumulated impairment losses -72 244 -81 022 -153 266 -72 244 -81 022 -153 266
TOTAL 679 297 375 720 1 055 017 995 489 585 250 1 580 739

As there has been no significant increase in credit risk since the initial recognition of Treasury Bonds, expected losses within a period of 12 months were considered.

The indices used for Probability of Default and Loss Given Default of Angolan Treasury Bonds are in accordance with Moodys and S&P publications, the probability of default considered was 7.9% and the loss given default considered to be 59%.

7.5. Cash and bank deposits

At 30 June 2024 and 31 December 2023, the breakdown of cash and cash equivalents was as follows:

jun/24 Dec/23
Cash 568 657 572 210
Bank deposits 152 484 428 187 966 632
Cash and bank deposits in the balance sheet 153 053 085 188 538 842
Cash and cash equivalents on the cash flow statement 153 053 085 188 538 842

Bank deposits include 111,586,700 euros of term deposits which can be withdrawn at any time and almost all of which mature within one month, classified as cash equivalents.

7.6. Financial activity result

Financial expenses and losses in June 2024 and 2023 are presented as follows:

Financial expenses 2024 2023
Interest from lease liabilities (IFRS16) 7 009 405 4 039 996
Interest expenses with financing 319 393 1 771 877
Other financial expenses 407 295 675 085
7 736 093 6 486 958

Income and financial gains in June 2024 and 2023 are presented as follows:

Financial income and gains 2024 2023
Interest income 3 166 581 2 272 901
Other financial income 17 299 199 047
3 183 880 2 471 948

8. Income tax

8.1. Current income tax

8.1.1. Current tax recognized in the income statements

Income tax recognised in the six-month period ended 30 June 2024 and 2023 is detailed as follows:

jun/24 jun/23
Current tax 104 955 2 078 329
Deferred tax -166 523 -1 257 222
-61 568 821 107

On 30 June 2024, the effective tax rate is -4%, negative tax calculated, essentially as a result of tax credits in Portugal.

8.1.2. Current tax recognized in the statement of financial position

8.1.2.1. Income tax recoverable

At 30 June 2024, the amount of tax on income to be recovered totals EUR 4,445,302 (EUR 3,550,462 in 31 December 2023), as follows:

jun/24 Dec/23
Portugal 4 411 493 3 509 896
Spain 31 659 38 416
Others 2 150 2 150
4 445 302 3 550 462

8.1.2.2. Income tax payable

At 30 June 2024 and 31 December 2023, the amount of tax payable breaks down as follows:

jun/24 Dec/23
Angola 232 489 147 259
Others - 9 261
232 489 156 520

8.2. Deferred taxes

8.2.1. Deferred tax assets

At 30 June 2024 and 31 December 2023 the detail of deferred tax assets, according to the jurisdiction, is as follows:

jun/24 Dec/23
Deferred tax assets Spain Spain
Tax losses carried forward 10 615 878 10 615 878
Deductible and taxable temporary differences (IFRS16) 1 938 048 1 938 048
Taxable temporary differences - -
Homogenization of property, plant and equipment and
intangible assets
-1 209 681 -1 209 681
Other temporary differences 892 402 892 402
12 236 647 12 236 647

Deductible and taxable temporary differences (IFRS 16)

Deferred taxes resulting from a temporary difference by applying IFRS16 in the Group's consolidated accounts, not applicable in the statutory accounts of the subsidiaries in Spain and Angola. The breakdown between deductible and taxable differences is as follows:

jun/24 Dec/23
Spain Spain
Deductible temporary differences (IFRS16) -41 971 913 -41 971 913
Taxable temporary differences (IFRS16) 43 909 961 43 909 961
1 938 048 1 938 047

Homogenization of tangible fixed assets and intangible assets

Deferred taxes corresponding to the difference between the net value of fixed assets considered in the individual financial statements of the subsidiaries and the net value they contribute in the consolidated.

Tax losses carried forward

Despite the tax losses recorded in Spain in the 6 months of 2024, the Group decided not to activate additional deferred tax assets, considering that the amount activated on 31 December 2023 remains the best estimate at that date.

8.2.2. Deferred tax liabilities

The detail of deferred tax liabilities at 30 June 2024 and 31 December 2023, according to the jurisdiction and temporary differences that generated them, is as follows:

jun/24 Dec/23
Tax losses carried forward - - - -60 007 - -60 007
Homogenization of property, plant and equipment and
intangible assets and Hyperinflationary Economies (IAS 29) 4 744 234 410 877 5 155 111 5 071 322 460 099 5 531 421
Deductible temporary differences (IFRS16) - -27 141 -27 141 - -27 478 -27 478
Other temporary differences -2 542 826 -38 317 -2 581 143 -2 635 717 -38 317 -2 674 034
2 201 408 345 418 2 546 827 2 375 598 394 304 2 769 902

Homogenization of tangible and intangible fixed assets, including Hyperinflationary economy (IAS 29)

Deferred taxes that correspond to the difference between the net value of tangible and intangible fixed assets considered in the individual financial statements of the subsidiaries and the net value they contribute in the consolidated.

Other temporary differences

Other temporary differences amount, essentially, refers to unused tax benefits. At 31 December 2023, there are 88,200 euros of tax benefits associated with the capital increase and 2,502,080 euros of undeducted tax benefits to be used in subsequent years: 1,039,155 euros of RFAI for 2022, 788,515 euros of RFAI for 2023, 223,488 euros of CFEI II (89,303 euros deductible up to 2025 and 134,185 euros up to and including 2026) and 450,922 euros of IFR (deductible up to and including 2027). It should be noted that RFAI credits have a reporting period of 10 tax periods, a period which was suspended during the 2020 tax period and during the following tax period, under Law no. 21/2021, of April 21.

9. Other Provisions and Contingencies

9.1. Other provisions

At 31 December 2023 and 30 June 2024, the detail of other provisions is as follows:

Dec/23 Increases Decreases jun/24
Onerous contracts 1 560 000 - - 1 560 000
Compensation - - - -
Others 982 118 - -530 611 451 507
Other Provisions 2 542 118 - -530 611 2 011 507

In 2021, as a result of the application of Law 13/2021 and the losses in passenger traffic caused by the pandemic, the Ibersol group revised the business plans of the concessions in Spain, recognizing a provision for onerous contracts for the Gran Canaria airport activity in the amount of 1.6 million euros, which remains at 30.06.2024.

9.2. Contingent assets and liabilities

The Group has contingent liabilities related to its business (relating to licensing, advertising fees, hygiene and food safety and employees), and Ibersol's success rate in these processes is historically high. It is not estimated that these contingent liabilities will represent any relevant liabilities for Ibersol.

Deferred tax liabilities Portugal Angola TOTAL Portugal Angola TOTAL A lawsuit was filed against a subsidiary of the Eat Out Group in Spain for alleged breach of noncompetition agreements in the amount of approximately 11.7 million euros. The Board of Directors, supported by the position of the lawyers that are following the process, considers that this situation represents a contingent liability. In addition, it should be noted that the lawsuit concerns facts that occurred before the acquisition of this subsidiary by the Ibersol Group, and is therefore covered by the clauses of responsibility and guarantees provided for in the agreement for the purchase and sale of shares of the Eat Out Group, with a right of return. There is already a decision in favor of Ibersol, and we are awaiting a definitive outcome.

The agreement for the sale of the Burger King operation includes indemnity clauses in the event of the verification of certain conditions attributable to the sold entities and on events prior to the sale date (30 November 2022). The Board of Directors does not expect any liability arising from these same commitment clauses, so no liabilities or contingent liabilities have been recognized in the consolidated statement of financial position.

Commitments not included in the consolidated statement of financial position include bank guarantees given to third parties and contractual commitments for the acquisition of tangible fixed assets.

9.3. Guarantees

At 30 June 2024 and 31 December 2023, the liabilities not reflected in the balance sheet by the companies included in the consolidation are comprised mainly of bank guarantees provided on their behalf, as follows:

jun/24 Dec/23
Bank Guarantees 39 021 221 36 986 807

At 30 June 2024 the bank guarantees are detailed, by type of coverage, were as follows:

Concessions Other supply Fiscal and legal Other Other legal
and rents contracts proceedings claims
33 630 695 20 683 197 112 5 152 000 20 731

The bank guarantees arise mainly from the concessions and rents of the Group's stores and commercial spaces, and may be executed in the event of non-compliance with lease contracts, namely for non-payment of rents.

The relevant amount derives from the guarantees required by the owners of spaces under concession (ANA Airports and AENA Airports, in Spain) or leased (some malls and other locations) in concessions and rents, of which 29,390,000 euros with AENA Airports.

In other guarantees, and following the sale of the Burger King units, the Group provided a bank guarantee of 6.4 M to BK Portugal, S.A., to cover the asset relating to existing receivables at IberKing and unused at the date of the transaction, regarding CFEI II and RFAI, for a period of 5 years with decreasing annual values.

10. Transactions with related parties

The balances and transactions with related parties in 30 June 2024 and 31 December 2023 can be presented as follows:

jun/24 Year 2023
Parent
entitie
Jointly
controlled
entitie
Associated
entitie
Other
Entities
Parent
entitie
Jointly
controlled
entitie
Associated
entitie
Other
Entities
Services supplies 568 650 1 578 373 - - 1 078 008 3 987 555 - -
Rental income from lease
contracts
- - - 95 127 - - - 185 681
Accounts payable - 818 112 - - - 1 271 190 - -
Other current assets - - - - - - - -
Financial investments - - 300 000 - - - 300 000 -

The parent company of Ibersol SGPS S.A. is ATPS - SGPS, SA, which directly holds 21,452,754 shares.

António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira each hold 3.314 shares of Ibersol SGPS, S.A.. The voting rights attributable to ATPS are also attributable to António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under the terms of sub-paragraph b) of no. 1 of article 20 and no. 1 of article 21, both of the Securities Code. º, both of the Portuguese Securities Code, by virtue of the fact that they hold control of the referred company, in which they participate indirectly, in equal parts, through, respectively, the companies CALUM - SERVIÇOS E GESTÃO, S.A. with Tax ID No. 513799486 and DUNBAR - SERVIÇOS E GESTÃO, S.A. with Tax ID No. 513799257, which together hold the majority of the share capital of ATPS.

The amounts shown under rents and leases relate to rents paid in the year and, as a result of IFRS16, do not correspond to the amount of rental costs reflected in the financial statements. The estimated commitments for payment of rents over the term of the respective contracts amount, on 30 June 2024, to about 617,985 euros (682,432 euros on 31 December 2023).

11. Subsequent Events

Acquisition of the total share capital of Medfood

On 23 July, the share purchase agreement was signed for the acquisition of the remaining 60% of the share capital of Medfood Invest, S.L. for 13.5 million euros, which corresponds to an asset valuation of around 27.8 million euros.

The company holds the entire share capital of New Restaurants of Spain, S.A.U. (NRS), which currently operates 34 KFC restaurants in southern Spain.

Main consolidated indicators for Medfood and NRS as at 30 June 2024:

  • Turnover of 17.6 million euros;
  • Total net assets of approximately 5 million euros;
  • Net profit of approximately 50 thousand euros.

Furthermore, we would like to inform you that in the 2023 financial year EBITDA and Net Profit totalled 4.2 million euros and 0.8 million euros, respectively.

Until the end of the year, the PPA exercise will be carried out to determine the fair values of the assets, liabilities and contingent liabilities acquired, so at this date it is not yet possible to disclose the final price allocation and goodwill resulting from the transaction.

Capital reduction

On 5 July 2024, a share capital reduction was registered due to the cancellation of 844,759 own shares.

KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A. Edifício Burgo - Avenida da Boavista, 1837, 16.º 4100-133 Porto - Portugal +351 220 102 300 | www.kpmg.pt

LIMITED REVIEW REPORT ON CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(This report is a free translation to English from the original Portuguese version. In case of doubt or misinterpretation the Portuguese version will prevail.)

Introduction

We have performed a limited review of the accompanying condensed consolidated interim financial statements of Ibersol, S.G.P.S., S.A. (the Group), which comprise the condensed statement of interim consolidated financial position as of 30 June 2024 (that presents a total of 681,488,918 euros and total equity attributable to the shareholders of 336,147,266 euros, including a net profit attributable to the shareholders of 4,813,479 euros), the condensed statements of interim consolidated income and other comprehensive income, changes in equity and cash flows for the sixmonth period then ended, and notes to these condensed consolidated financial statements.

Management's responsibilities

Management is responsible for the preparation of this condensed consolidated financial statements in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union, and for the implementation and maintenance of an appropriate internal control system to enable the preparation of condensed consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' responsibilities

Our responsibility is to express a conclusion on the accompanying condensed consolidated financial statements. Our work was performed in accordance with the International Standard on Review Engagements 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and further technical and ethical standards and guidelines issued by the Portuguese Institute of Statutory Auditors ("Ordem dos Revisores Oficiais de Contas"). These standards require that we conduct the review in order to conclude whether anything has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared in all material respects in accordance with the IAS 34 – Interim Financial Reporting as adopted by the European Union.

KPMG & Associados –Sociedade de Revisores Oficiais de Contas, S.A., sociedade anónima portuguesa e membro da rede global KPMG, composta por firmas membro independentes associadas com a KPMG International Limited, uma sociedade inglesa de responsabilidade limitada por garantia.

KPMG & Associados – Sociedade de Revisores Oficiais de Contas, S.A. Capital Social: 3.916.000 Euros - Pessoa Coletiva N.º PT 502 161 078 - Inscrito na O.R.O.C. N.º 189 - Inscrito na C.M.V.M. N.º 20161489 Matriculada na Conservatória do registo Comercial de Lisboa sob o N.º PT 502 161 078

A limited review of condensed consolidated financial statements is a limited assurance engagement. The procedures that we have performed consist mainly of making inquiries and applying analytical procedures and subsequent assessment of the evidence obtained. The procedures performed in a limited review are substantially less that those performed in an audit conducted in accordance with International Standards on Auditing (ISA). Accordingly, we do not express an audit opinion on these condensed consolidated financial statements.

Conclusion

Based on the work performed, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements of Ibersol, S.G.P.S., S.A. on 30 June 2024, are not prepared, in all material respects, in accordance with the IAS 34 – Interim Financial Reporting as adopted by the European Union.

26 September 2024

SIGNED ON THE ORIGINAL

KPMG & Associados Sociedade de Revisores Oficiais de Contas, S.A. (no. 189 and registered at CMVM with the no. 20161489) represented by Pedro Manuel Bouça de Morais Alves da Costa (ROC no. 1466 and registered at CMVM with the no. 20161076)

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