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Gr. Sarantis S.A.

Interim / Quarterly Report Sep 9, 2025

2712_10-k_2025-09-09_fedbbf90-0d5f-4089-8631-b22a2e4d9521.pdf

Interim / Quarterly Report

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1. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS 4
2. BOARD OF DIRECTORS' REPORT 6
2.1 INTRODUCTION6
2.2 PERFORMANCE AND FINANCIAL POSITION 6
2.3 SIGNIFICANT EVENTS DURING THE FIRST HALF OF 2025 10
2.4 MAJOR RISKS AND UNCERTAINTIES14
2.5 FUTURE OUTLOOK AND PROSPECTS FOR THE SECOND HALF OF 2025 16
2.6 RELATED PARTY TRANSACTIONS17
2.7 INFORMATION CONCERNING THE ACQUIRED TREASURY SHARES ACCORDING TO ARTICLE 50, PAR.2, L.4548/2018 20
2.8 SUBSEQUENT EVENTS20
2.9 ALTERNATIVE PERFORMANCE INDICATORS (API)21
3. INDEPENDENT AUDITOR'S REPORT ON REVIEW OF CONDENSED INTERIM FINANCIAL INFORMATION 24
4. INTERIM CONDENSED FINANCIAL STATEMENTS 27
4.1 INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION27
4.2 INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME28
4.3 INTERIM CONDENSED STATEMENT OF CHANGES IN GROUP'S EQUITY FOR THE PERIOD 29
4.4 INTERIM CONDENSED STATEMENT OF CHANGES IN COMPANY'S EQUITY FOR THE PERIOD30
4.5 INTERIM CONDENSED STATEMENT OF CASH FLOWS 31
4.6 NOTES ON THE INTERIM CONDENSED FINANCIAL STATEMENTS 32
4.6.1 The Company 32
4.6.2 The Group's Structure 32
4.7 BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS 33
4.7.1 Basis for the preparation of the financial statements 33
4.7.2 Approval of financial statements 33
4.7.3 Covered period 33
4.7.4 Presentation of the financial statements 33
4.7.5 Significant Judgements and Estimates by the Management 33
4.7.6 New Accounting Policies 33
4.8 FINANCIAL RISK MANAGEMENT 35
4.8.1 Capital Management 35
4.8.2 Financial Instruments 36
4.8.3 Definition of fair values 37
4.9 EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS 37
4.9.1 Segment Reporting 37
4.9.2 Investments in subsidiaries, associates 40
4.9.3 Goodwill 41
4.9.4 Inventories 41
4.9.5 Trade and other receivables 42
4.9.6 Cash & cash equivalents 43
4.9.7 Financial Assets at Fair Value through Results 44
4.9.8 Trade and other liabilities 44
4.9.9 Provisions and other long - term liabilities 45
4.9.10 Loans 45
4.9.11 Income Tax 46
4.9.12 Financial Income / (Expenses) 47

4.9.13 Share Capital 48
4.9.14 Earnings per share 48
4.9.15 Dividends 48
4.9.16 Treasury Shares 49
4.9.17 Table of changes in fixed assets 50
4.9.18 Number of Employees 62
4.9.19 Litigation Cases 62
4.9.20 Contingent Liabilities 62
4.9.21 Commitments and Contractual Obligations 62
4.9.22 Events after the reporting date of the financial statements 62
4.9.23 Related party transactions 63
4.9.24 Business Units and Geographical Analysis tables 67

1. STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS

Statements by the Members of the Board of Directors (According to article 5 of Law 3556/2007)

It is hereby declared that to our knowledge:

a) The Interim Condensed Consolidated and Separate Financial Information ("Interim Condensed Financial Statements") of the company "GR. SARANTIS S.A." for the period from 1 January 2025 to 30 June 2025, which were prepared according to the International Financial Reporting Standards (IFRS) that were endorsed by the European Union and specifically based on the International Accounting Standard (IAS) 34 "Interim Financial Reporting", accurately presents the assets and liabilities, equity and results for the aforementioned period of the Company as well as those of the companies included in the consolidation, considered as a whole, according to the provisions of paragraphs 3 to 5 of article 5, Law 3556/2007.

b) The semi-annual Report of the Board of Directors reflects in a true manner the information required according to the paragraph 6 of article 5 of Law 3556/2007, namely the significant events that took place during the first half of the fiscal year and their effect on the Interim Condensed Financial Statements, the development, performance and financial position of the Company as well as of the companies included in the Group consolidation, considered as a whole, including the description of the principal risks and uncertainties for the second half of the fiscal year, and also the significant transactions that concerned the Company and the companies included in the consolidation, and furthermore the transactions with the related parties.

Marousi, September 9 th, 2025

The designees

CHAIRMAN OF THE BOARD VICE CHAIRMAN AND BOARD
MEMBER
GROUP CHIEF EXECUTIVE
OFFICER AND BOARD
MEMBER
GROUP CHIEF FINANCIAL
OFFICER AND BOARD MEMBER
KYRIAKOS SARANTIS GRIGORIS SARANTIS IOANNIS BOURAS CHRISTOS VARSOS
ID NO. AI 597050/2010 ID NO. X 080619/2003 ID NO. AΒ 055247/2006 ID NO. AO 547315/2020

Board of Directors' Semi-Annual Report for the period 01.01.2025 - 30.06.2025

SEMI-ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY 2025 - 30 JUNE 2025

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2. BOARD OF DIRECTORS' REPORT

BOARD OF DIRECTORS' SEMI-ANNUAL REPORT OF THE COMPANY "GR. SARANTIS S.A." On the Financial Statements for the period from 1 January to 30 June 2025

2.1 INTRODUCTION

The present report of the Board of Directors of "GR. SARANTIS S.A." (henceforth the "Company") has been compiled according to the provisions of article 5 of Law 3556/2007, as well as to the relevant decisions of the Board of Directors of the Hellenic Capital Market Commission and refers to the Interim Condensed Financial Statements (Consolidated and Separate) of 30th June 2025.

The Report is included, along with the Interim Condensed Financial Statements (Consolidated and Separate) of 30th June 2025 and other information and statements required by law, in the semi-annual financial report for the period from 1 January 2025 to 30 June 2025.

The present report briefly presents the Company's financial information for the first half of the year 2025, significant events that occurred during the above-mentioned period and their effects on the Interim Condensed Financial Statements (Consolidated and Separate) of 30th June 2025. The report also includes a description of the basic risks and uncertainties the Group's companies may face during the second half of the current year. Finally, significant transactions between the issuer and its related parties are also presented.

The current Report also presents the Alternative Performance Indicators in paragraph 2.9.

2.2 PERFORMANCE AND FINANCIAL POSITION

Sarantis Group remains committed to the implementation of its strategic growth plan based on three pillars: 1) strong and consistent growth of its business base with the complementary exploration of growth opportunities through acquisitions to follow, 2) simplification of internal processes and operations and efficiency, in order to create value and release energy in the organization, 3) further enhancing the organizational capacity of the Group by upgrading the skills of its people and developing their leadership skills.

In this context and in conjunction with the three strategic pillars, the Group continues to focus on rationalizing its product portfolio, further strengthening its HERO products, i.e. high value products in each strategic category where the Group operates, which can lead to the further profitability and sustainable development of the Group.

These strategic directions as a whole aim to create value for all the Group's stakeholders and, during the first half of 2025, the Group maintained high sales levels, driven by positive contributions from key geographical regions and strategic product categories. At the same time, the emphasis on operational efficiency and cost control contributed significantly to further enhancing profitability.

Specifically, the Group's consolidated sales in H1 2025 amounted to €304.3 mil. from €302.6 mil. in H1 2024, showing an increase of 0.5%.

Sales in Greece (including Portugal and selected international markets) amounted to €97.6 mil. in H1 2025 compared to €88.9 mil. in H1 2024, increased by 9.9%.

Sales in the countries of the Group's international network, which represent 67.9% of the total consolidated sales, amounted to €206.7 mil. in H1 2025 from €213.8 mil. in H1 2024, decreased by 3.3%.

Excluding the foreign exchange currency impact, on a currency neutral basis, sales of the Group's international network presented a drop of 3.5%.

During the first half of 2025, the Group achieved improved levels of profitability confirming the effectiveness of its business model and strategy, with initiatives aimed at enhancing its operational efficiency, while at the same time safeguarding the Group's competitive positioning and commitment to high-quality products.

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In particular for the Group:

  • Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)¹ increased by 15.7% to €48.3 mil. in H1 2025 from €41.7 mil. in H1 2024. EBITDA margin stood at 15.9% in H1 2025 from 13.8% in H1 2024.
  • Earnings Before Interest and Taxes (EΒIT) amounted to €37.5 mil. in H1 2025 from €31.8 mil. in H1 2024, increased by 17.9% and EΒIT margin stood at 12.3% from 10.5% in H1 2024.
  • Earnings Before Tax (EΒT) reached €36.5 mil. in H1 2025 from €30.1 mil. in H1 2024, up 21.4%, and EBT margin stood at 12.0% from 9.9% in H1 2024.
  • Net Profit amounted to €29.2 mil. in H1 2025 from €24.3 mil. in H1 2024, posting an increase of 20.0%. Net Profit margin reached 9.6% from 8.0% in H1 2024.

The Group presents a healthy financial position, supported by the improving profitability of the business and the balanced cost management. At the end of the first half of 2025, the Group had a net debt position of €32.8 mil. from a net cash position of € €8.5 mil. at the end of 2024.

Overall, the Group managed to improve its operating working capital compared to last half-year period levels, which demonstrates its ability to effectively manage its working capital cycle and reflects the commitment to maintain a healthy cash flow position.

Aiming for its actions and business strategy to continuously enhance the value it delivers to shareholders, the Group also proceeded in H1 2025 with a dividend payment for the 2024 fiscal year of a gross amount of € 20 mil. (€ 0.299174 per share) increased by 33.3% compared to the gross amount of € 15 mil. (€ 0.224381 per share) distributed for the 2023 fiscal year.

Progress update on the Group's strategic pillars

As part of the first pillar of the Group's strategy to further grow sales and profits organically, emphasis is given in optimizing and enhancing its product portfolio, leveraging the strong brand equity within its strategic product categories across its geographical region. Targeted investments and innovation plans are allocated behind strategic product development initiatives to drive further growth across the Group's territory and generate value.

The Group's systematic focus on its HERO product portfolio - high-value products within strategic categories - has become a cornerstone of its strategy and identity. This approach enhances market differentiation, strengthens brand positioning and delivers a more targeted and qualitative consumer experience. From 2021 through the first half of 2025, the Group undertook an extensive product portfolio rationalization initiative, including the product portfolio of Stella Pack, aimed at enhancing profitability and reinforcing long-term sustainability. As part of this effort, low-priority products with limited added value were phased out, while targeted investments and support actions were directed toward the HERO portfolio. Now embedded in the Group's overall business approach, this strategic focus continues to strengthen competitiveness, deepen consumer connection and significantly support the Group's positive growth outlook.

In addition, the operational integration of Stella Pack, the Polish consumer household products company, which was acquired in January 2024, complements the Group's organic growth. Following the successful completion of the integration phase, the Group progressed during the first half of 2025 with the optimisation of Stella Pack's supply chain. This enhances operational synergies and strengthens the Group's production and operational footprint across Central and Eastern Europe. At the same time, investments continue to be directed toward reinforcing Stella Pack's infrastructure in the area of recycling (regranulation), in alignment with the Group's commitment to responsible manufacturing and circular economy principles.

Regarding the Group's second strategic pillar, to simplify internal processes and operations and further enhance the Group's efficiency and effectiveness, investments have been activated in areas related to automation, infrastructure, systems, and the streamlining of supply chain processes. Specifically, the acceleration of digital transformation through the use of new, modern tools and platforms is at the core of the Group's focus, aiming to optimize operational processes, create a stronger business environment and enhance its competitive advantages. Digital transformation will provide increased and improved information capabilities regarding the consumer and the markets in which the Group operates. This will enable the Group to respond more quickly to consumer needs, offering even better solutions for everyday life and enhancing the consumer experience with a focus on quality and safety through improved products that deliver added value to the consumer.

More specifically, the first wave of the SAP S/4HANA rollout in Greece, Hungary, Czech Republic and Slovakia was successfully completed, with the second wave underway, targeting go-live in January 2026 across the West Balkans, Romania and Bulgaria. In parallel, the Integrated Business Planning (IBP) program has been successfully completed enhancing operational flexibility and integrating new digital tools and platforms to optimize operational workflows and processes.

With the further strengthening of its organizational capability as the third pillar of its strategy, the Group aims to provide a safe, pleasant and modern work environment, investing in the well-being and development of its employees both professionally and personally. In this context, the Group continues to prioritize the growth of its people, enhancing their skills through the design and implementation of training and development programs. Within an environment of equal opportunities, inclusion, and employee development, the Group's initiatives focus on establishing a culture of continuous learning, emphasizing skill enhancement and leadership development.

Sustainable Development

As part of its sustainable development strategy, the Group systematically advances the integration of environmental, social and governance (ESG) considerations across all its activities. During the first half of 2025, Sarantis Group continued to advance its ESG strategy, with a focus on climate action, responsible sourcing and product sustainability.

Key actions included the launch of a comprehensive environmental impact assessment for the Group's recycling of the garbage bags product lines, which is currently underway. In the second half of the year, the Group will proceed with the implementation of ESG criteria assessments across its key suppliers, accelerate the digitalization of ESG data management and pursue the validation of its near-term climate targets under the SBTi framework.

Business overview by product category

Sales

Regarding the sales breakdown by product category, sales of Beauty, Skin & Sun Care products increased by 22.7% during H1 2025 to €55.0 mil., from €44.8 mil. in H1 2024 as a result of increased sales of sun care products. The contribution of Beauty, Skin & Sun Care products to the Group's sales amounted to 18.1% from 14.8% in H1 2024.

Sales of Personal Care products reached €50.7 mil. in H1 2025 from €52.6 mil. in H1 2024, decreased by 3.5% in a highly competitive environment. The Group remains focused on the diversification of its product portfolio and on strengthening its strategic positioning in the market. The contribution of Personal Care products to the Group's sales amounted to 16.7% from 17.4% in H1 2024.

Sales of Home Care Solutions products reached €101.7 mil. in H1 2025 from €104.7 mil. in H1 2024, posting a decrease of 2.9%. The contribution of Home Care Solutions products in the total sales of the Group amounted to 33.4% from 34.6% in H1 2024.

The Private Label product category represents sales of Polipak and Stella Pack, which, except for branded products, they also produce private label garbage bags. Sales in this category reached €25.6 mil. in H1 2025 from €30.7 mil. in H1 2024 decreased by 16.7%, due to the rationalization of the Private Label product portfolio, mainly within Stella Pack.

The Strategic Partnerships category reached €71.3 mil. in H1 2025 compared to €69.8 mil. in H1 2024, representing an increase in sales of 2.1%, supported by the sales of Selective Distribution products, which increased by 4.9%, as well as by the sales of Mass Distribution products, which increased by 0.7%. Their contribution to the Group's total sales amounted to 23.4% from 23.1% in H1 2024.

Operating Profit

In terms of operating profit by product category, EBIT of Beauty, Skin & Sun Care products amounted to €15.9 mil. from €9.3 mil., reflecting an increase of 71.6%. The EBIT margin of Beauty, Skin & Sun Care products was 28.9% in H1 2025 from 20.7% in H1 2024. The product category's contribution to the Group's total EBIT increased to 42.4%, from 29.1% in the same period last year.

EBIT of Personal Care products reached €8.5mil. from €7.5 mil. in H1 2024, increased by 13.3%, positively affected by cost improvements impacting the gross profit margin and the balanced management of advertising and promotion expenses. Consequently, the EBIT margin of Personal Care products rose to 16.7% in H1 2025 from 14.2% in H1 2024.

EBIT of Home Care Solutions products amounted to €11.1 mil. in H1 2025 from €12.6 mil. in H1 2024, decreased by 12.0%. The EBIT margin for the category was 10.9% in H1 2025 from 12.0% in H1 2024 and its contribution to total EBIT was 29.6% in H1 2025 from 39.6% in H1 2024.

EBIT of Strategic Partnerships category amounted to €2.8 mil. in H1 2025 from €2.6 mil. in H1 2024, increased by 9.0%. The EBIT margin reached 3.9% from 3.7% in H1 2024.

Business overview by geographical region

Sales

In terms of geographical analysis, sales in Greece (including Portugal and selected international markets) amounted to €97.6 mil. in H1 2025 from €88.9 mil. in H1 2024, reflecting an increase of 9.9%. In particular, sales in the domestic market of Greece reached €80.0 mil. in H1 2025 from €77.3 mil. in H1 2024, marking an increase of 3.5%. At the same time, exports to selected international markets & Portugal reached €17.6m in H1 2025 from €11.5m in H1 2024, increased by 52.7% driven by the strong performance of sun care products.

Net sales in the international network, which represent 67.9% of the Group's total net sales, amounted to €206.7 mil. in H1 2025 compared to €213.8 mil. in H1 2024 decreased by 3.3%. Excluding the currency effect, on a currency neutral basis, sales of the international network decreased by 3.5%.

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Poland recorded sales of €89.9 mil. compared to €94.3 mil. in H1 2024 posting a decrease of 4.7%. Specifically, €64.3 mil. of the total sales in Poland correspond to sales of branded products, increased by 1.1% compared to €63.6 mil. in H1 2024, while €25.6 mil. correspond to sales of private label products, decreased by 16.7% compared to €30.7 mil. in H1 2024, on the back of the rationalization of the product portfolio, mainly within Stella Pack.

The Group's countries benefited from the broad and diversified portfolio of Beauty, Skin & Sun Care and Personal Care products. The performance in subcategories, such as face care, suncare, deodorant and body cleansing categories, remained strong, reinforcing sales stability and affirming the portfolio's resilience and strategic significance.

Operating Profit

In terms of operating profit by geographical region during H1 2025, the EBIT of Greece (including Portugal and selected international markets) marked an increase of 56.0% to €19.3 mil. from €12.4 mil. in H1 2024, with the EBIT margin standing at 19.8% in H1 2025 from 13.9% in H1 2024. The EBIT of domestic market of Greece amounted to €12.1 mil. in H1 2025 from €9.2 mil. in H1 2024 increased by 32.1%, with the corresponding EBIT margin reaching 15.1% from 11.9%. The EBIT of sales in selected international markets and Portugal increased by 124.7% to €7.2 mil. in H1 2025 compared to €3.2 mil. in H1 2024 with the corresponding EBIT margin standing at 40.8% from 27.8%.

The EBIT of the countries of the international network amounted to €18.2 mil. from €19.5 mil. in H1 2024 posting a drop of 6.4%. The countries' EBIT margin stood at 8.8% from 9.1% in H1 2024.

The EBIT of Poland amounted to €5.2 mil. in H1 2025 from €6.3 mil. in H1 2024 reflecting a 17.9% decrease, with EBIT margin landing at 5.8% from 6.7% in H1 2024. The EBIT of branded products reached €5.9 mil. from €6.4 mil. in H1 2024 marking a drop of 7.6% with the EBIT margin standing at 9.3% in H1 2025 compared to 10.1% in H1 2024. The EBIT of private label products amounted to €(0.7) mil. compared to €(0.1) mil. in H1 2024 with the EBIT margin standing at (2.9)% in H1 2025 compared to (0.3)% in H1 2024.

It is noted that:

  • The breakdown by product category and by geographical region is presented in detail in section 4.9.24 "Business Units and Geographical Analysis Tables" of the Interim Condensed Financial Statements.
  • References to sales in Greece are made at Group level, that is, having eliminated intra-group transactions.
  • References to the EBIT of Greece, as well as to the EBIT of the other countries, relate to the operating profitability as being monitored by the management to serve the evaluation of the performance and to make a more efficient decision-making per sector of activity, having proportionally applied the distribution of expenses per country.

2.3 SIGNIFICANT EVENTS DURING THE FIRST HALF OF 2025

With a Vision for the Future: Sarantis Group presents its ESG strategy, translated in key targets and the decarbonization roadmap

Sarantis Group continues to strengthen its sustainability initiatives, embedding them at the core of its business model. With a long-standing commitment to environmental and social responsibility, the Group proactively addresses global challenges, fostering resilient communities, responsible governance and sustainable production practices. Recognizing its employees as a key driver of success, Sarantis Group remains dedicated to their development, ensuring that they play a central role in the Group's sustainable future.

During the ESG conference call with the investment community held in March 2025, Sarantis Group's CEO, Giannis Bouras, outlined the Group's sustainability strategy, highlighting key targets and the roadmap for achieving them. He emphasized the significant progress already made in sustainability and reaffirmed the Group's commitment to maintaining and further enhancing this momentum with clear pathway and targeted initiatives. The discussion underscored that sustainability is not just a priority but a guiding principle in Sarantis Group's decision-making process, product development and production processes.

Having built a robust governance framework, Sarantis Group remains steadfast in upholding the highest standards of responsible governance. In March 2024, the Board of Directors established a dedicated ESG Committee consisted of

three independent non-executive Board members, which, along with the Group's Executive Committee, work together to drive the sustainability agenda forward. In this direction, the contribution of the Group's Research & Development laboratory, consisted of highly qualified scientists and constantly enriching its expertise on new product development, is particularly significant.

Having embarked on its decarbonisation journey, Sarantis Group unveiled its climate targets for the coming years, including:

  • o 42% reduction in scope 1 and 2 CO2 absolute emissions by 2030 (baseline: 2023)
  • o Net-zero carbon footprint across the Group's value chain by 2050
  • o Alignment with SBTi (Science Based Targets initiative) for scope 1 and 2 CO2 emissions by 2030
  • o Mid-term scope 3 CO2 reduction target to be set by 2027

The heart of Sarantis Group's success is its people. The Group prioritizes health and safety and reinforces its commitment to upskilling, career growth and leadership development. By empowering its people to innovate and drive change, Sarantis Group ensures a secure and inclusive workplace and paves the way for continued progress and long-term value creation.

With a strong focus on responsible governance, environmental responsibility and empowerment of its people, Sarantis Group is poised to make a lasting positive impact on the society, environment and economy. You can reach the presentation here: Presentation: ESG Targets and Roadmap (sarantisgroup.com)

Resolutions of the Annual General Meeting of Shareholders of 28/04/2025

On April 28, 2025, the Annual General Meeting of shareholders was held at the company's headquarters with the following items on the agenda:

    1. Submission and Approval of the Annual Financial Statements, including the consolidated annual financial statements, along with the reports of the Board of Directors, the Sustainability Report of article 154 of Law 4548/2018 and the report of the Certified Auditor, for the fiscal year 01/01/2024 – 31/12/2024. Approval of the distribution of the results of the fiscal year 01/01/2024 – 31/12/2024, payment of dividend and fees from the profits of the fiscal year.
    1. Submission of the Annual Activity Report of the Audit Committee for the year 01/01/2024 31/12/2024.
    1. Approval of the overall management regarding the fiscal year 01/01/2024 31/12/2024.
    1. Discharge of the Certified Auditors from any responsibility for the audit of the fiscal year 01/01/2024 31/12/2024.
    1. Appointment of an ordinary and an alternate Certified Auditor for the regular audit of the financial statements and the limited assurance of the Sustainability Report for the year 01/01/2025 – 31/12/2025, and determination of their fee.
    1. Submission for discussion and voting of the Remuneration Report of article 112 of Law 4548/2018 for the year 01/01/2024 – 31/12/2024.
    1. Submission of the Report of the Independent Non-Executive Members of the Board of Directors in accordance with article 9, paragraph 5 of Law 4706/2020.
    1. Amendment of the Remuneration Policy of the Company.
    1. Amendment of the Suitability Policy for the members of the Board of Directors.
    1. Approval of the Evaluation Policy for the members of the Board of Directors.
    1. Approval of the Succession Policy for the members of the Board of Directors.
    1. Announcements.

You can read the resolutions of the Annual General Meeting of Shareholders of April 28th, 2025 here: Announcement of the resolutions of the Annual General Meeting of Shareholders of 28/04/2025 (sarantisgroup.com)

Loans

The Company obtained loans of €8.4 mil. mainly to finance working capital needs and repaid loans amounting to €9.9 mil. (see Note 4.9.10 of the Interim Condensed Financial Statements).

Announcement of payment of the dividend for the financial year 2024

The Annual General Meeting of the Shareholders of the Company dated April 28th, 2025, approved the distribution of a dividend of 0.2991747429 euro per share for the financial year 2024, in accordance with the provisions of Greek legislation.

According to the legislation in force, the dividend corresponding to the 3,136,063 shares held by the Company on the record date is applied to the dividend payable to the other shareholders, hence the gross amount of dividend is increased to 0.3139002896 euro per share. The dividend amount is subject to a 5% withholding tax and therefore, shareholders receive a net amount of 0.2982052751 euro per share.

The ex-dividend date was set as of May 2, 2025. The entitled shareholders are those registered in the Dematerialized Securities System on May 5, 2025 (Record Date). The dividend was paid on May 9, 2025.

Announcement of significant change to the voting rights according to Law 3556/2007

The Company received a notification from FMR LLC on June 5th, 2025, that, as a result of a disposal of voting rights, the total percentage of voting rights indirectly held by FMR LLC through controlled undertakings in the Company, fell below the 10% threshold on June 3rd, 2025, reaching 9.99%, which corresponds to 6,678,957 voting rights.

Cancellation of Treasury Shares

The Extraordinary General Meeting of Shareholders of the Company, held on June 11th, 2025, decided - among other matters - the cancellation of 3,150,563 treasury shares of nominal value of €0.78 each, in accordance with Article 49 of Law 4548/2018. Such cancellation shall result to a reduction of the Company's share capital by €2,457,439.14. Consequently, Article 5 of the Company's Articles of Association relating to the share capital has been amended accordingly. The aforementioned treasury shares were acquired during the period from June 19th, 2023, to May 8th, 2025, in execution of the resolutions of the Company's General Meeting of Shareholders held on May 31st 2022 and April 23rd 2024.

Following the capital reduction resulting from the cancellation of 3,150,563 treasury shares, the Company's share capital amounts to €49,686,000.00, reduced from €52,143,439.14 and it is divided into 63,700,000 registered common shares, from 66,850,563 shares prior to the cancellation, each with a nominal value of €0.78. The amendment of article 5 of the Company's Articles of Association, has been approved pursuant to 3644433/12-06- 2025 decision of the Ministry of Development, that was registered in the General Commercial Register (G.E.MI.) on June 12th, 2025.

The Athens Stock Exchange was notified of the share capital reduction resulting from the cancellation of the Company's treasury shares on June 16th, 2025. Following the above, June 19, 2025, had been set as the effective date for the cancellation and delisting of the 3,150,563 treasury shares from the Athens Stock Exchange.

Share capital and total number of shares and voting rights

The Company, following the decrease of its share capital through the cancellation of 3,150,563 treasury shares pursuant to the resolution of the Extraordinary General Meeting of Shareholders held on June 11, 2025, announced, in accordance with Article 9, paragraph 5 of Law 3556/2007, as in force, for the purpose of facilitating the calculation of acquisition or disposal thresholds of significant holdings by shareholders or holders of voting rights, that the Company's share capital now amounts to €49,686,000.00 and it is divided into 63,700,000 common registered shares with voting rights, each with a nominal value of €0.78.

Announcement of significant change to the voting rights according to Law 3556/2007

The Company, in accordance with the provisions of Law 3556/2007, announced that it has received a notification from FMR LLC on June 20th, 2025, regarding a significant change in its voting rights.

This change results from the reduction of the Company's share capital through the cancellation of 3,150,563 treasury shares, as approved by the Extraordinary General Meeting of Shareholders on June 11th, 2025 and announced by the Company on June 16th, 2025, following the necessary approvals (i.e. the decision no. 3644433/12-06-2025 of the Ministry of Development, registered with the General Commercial Registry (GEMI) on June 12th, 2025, and the Athens Stock Exchange's notification dated June 16th, 2025), after the cancellation and deletion from the Athens Stock Exchange of the 3,150,563 treasury shares, on June 19th 2025.

As a result of this capital reduction, the total indirect voting rights indirectly held by FMR LLC through its controlled undertakings in the Company, exceeded the 10% threshold on June 19th, 2025, reaching 10.47%, corresponding to 6,667,556 voting rights.

Announcement of significant change to the voting rights according to Law 3556/2007

The Company, in accordance with the provisions of Law 3556/2007, announced that it has received a notification from its shareholders, Mr. Grigoris P. Sarantis, Mr. Kyriakos P. Sarantis and Mrs. Aikaterini P. Sarantis, on June 20th 2025, regarding a significant change in their voting rights.

This change results from the reduction of the Company's share capital through the cancellation of 3,150,563 treasury shares, as approved by the Extraordinary General Meeting of Shareholders on June 11th, 2025 and announced by the Company on June 16th, 2025, following the necessary approvals, after the cancellation and deletion from the Athens Stock Exchange of the 3,150,563 treasury shares, on June 19th 2025.

As a result of this capital reduction, the total percentage of direct and indirect shareholding held by Mr. Grigoris P. Sarantis, Mr. Kyriakos P. Sarantis and Mrs. Aikaterini P. Sarantis in the Company's total share capital and voting rights has changed by more than 3% and now amounts to 60.3501%.

This is analyzed as follows:

Number of shares Number of voting rights % of voting rights
Directly Directly Indirectly Directly Indirectly
GRIGORIS P. SARANTIS 381,403 381,403 See notes 0.5987% See notes
KYRIAKOS P. SARANTIS 50,686 50,686 See notes 0.0796% See notes
AIKATERINI P. SARANTIS 1,197,992 1,197,992 See notes 1.8807% See notes
HAWKEYE HOLDING LTD. 29,807,781 29,807,781 46.7940%
TEMPUS
REAL
ESTATE
HOLDINGS LTD
857,694 857,694 See notes 1.3465% See notes
LENIDI S.A. 81,000 81,000 0.1272%
SKYLUX S.A. 4,770,195 4,770,195 7.4885%
RIGATTE S.A. 540,000 540,000 0.8477%
ZALEK S.A. 756,242 756,242 1.1872%
TOTAL 38,442,993 38,442,993 60.3501%

It is noted that:

  • o The company HAWKEYE HOLDING LTD belongs to Mr. Grigoris P. Sarantis, Mr. Kyriakos P. Sarantis and Mrs. Aikaterini P. Sarantis, who have entered into an oral agreement dated 24.12.1997, under which they are obliged, through coordinated exercise of the votes they hold, to adopt a common policy regarding the management of the Company.
  • o The company TEMPUS REAL ESTATE HOLDINGS LTD belongs to Mr. Grigoris P. Sarantis, Mr. Kyriakos P. Sarantis and Mrs. Aikaterini P. Sarantis.
  • o The company LENIDI S.A. is 100% owned by the company TEMPUS REAL ESTATE HOLDING LTD.
  • o The company SKYLUX S.A. is 100% owned by Mr. Kyriakos P. Sarantis.
  • o The company RIGATTE S.A. is 100% owned by Mrs. Aikaterini P. Sarantis.
  • o The company ZALEK S.A. is 100% owned by Mr. Grigoris P. Sarantis.
  • o As a result, Mr. Grigoris P. Sarantis, Mr. Kyriakos P. Sarantis and Mrs. Aikaterini P. Sarantis now directly and indirectly hold 38,442,903 shares of the Company, representing 60.3501% of its total share capital and voting rights.

2.4 MAJOR RISKS AND UNCERTAINTIES

2.4.1 Risk management - framework

Sarantis Group has a Risk Management Framework which is based on best practices and aims at applying a systematic approach to prioritization and the development of coordinated actions against risks within the Group's operations. The framework covers key functions, ensuring timely identification, assessment, management and monitoring of associated risks.

The Group has developed, maintains and improves an internal Regulatory Compliance system consisting of a network of regulatory tools (such as codes, policies, regulations, procedures and instructions), which, in collaboration with the Company's IT system, ensure the adequacy and effectiveness of control mechanisms, contributing to reducing the likelihood of occurrence and/or impact of potential risks.

Risks are prioritized based on their level of criticality. The criticality level is the combination of estimates about the respective impact and probability for each case, while, where applicable, opportunities are identified during the risk assessment process.

The main risks of the organization as assessed by the Management for the second half of 2025 are presented below.

2.4.2 Explanation of the risks and the main risk factors

2.4.2.1 Risks related to market developments, competition and product development trends

The Group's markets - primarily Personal Care, Home Care Solutions and Strategic Partnerships - are experiencing significant changes driven by inflation, reduced disposable income, the increasing presence of private labels and the growing influence of digital channels. In parallel, new European regulatory requirements and local competition are reshaping the competitive landscape.

In response, the Group is diversifying its product portfolio, strengthening local production in Greece and Poland, investing in sustainable materials and eco-friendly packaging and expanding its digital presence.

Trade tensions and US Tariffs

In the context of trade tensions between the European Union and the United States, tariffs have been imposed or are under discussion on European products, including cosmetics such as suncare, which the Group currently exports to the US. While the Group's exposure to the US market remains limited, thereby containing the immediate impact, additional tariffs could exert pressure on export profitability.

The Management is closely monitoring these developments given the strategic importance of the category. Key risks include the escalation of trade tensions, a growing preference for locally produced goods in the US and the persistence of unfavorable trade conditions.

2.4.2.2 System security, digital infrastructure and information management risks

The Group is increasingly exposed to risks in the field of cybersecurity, including cyberattacks, data breaches, sophisticated threats leveraging artificial intelligence and supply chain attacks. To safeguard against these risks, the Group implements multi-layered security measures such as continuous staff training, 24/7 monitoring and incident response plans. There is zero tolerance for incidents affecting critical operations, with immediate recovery remaining a top priority.

As part of its digital transition, the Group is advancing infrastructure upgrades through migration to hybrid/multicloud environments, system modernization and broader technology utilization. Risk management practices include network micro-segmentation, regular software updates and strengthening of backup systems, with zero tolerance for security gaps.

In the area of information management, the Group ensures compliance with regulations such as GDPR, NIS2 and the AI Act through the use of encryption, anonymization and strict access controls within document management systems. Data analysis and utilization are conducted with full respect for security requirements, preventing inadvertent exposure. Non-compliance or poor management could lead to data leaks, regulatory fines, or loss of critical files. Emerging threats include data poisoning in AI systems, the proliferation of shadow IT and increasingly stringent regulatory requirements.

2.4.2.3 Regulatory compliance risks from new frameworks (NIS2, EUDR) and reassessments

The implementation of the NIS2 Directive and the EUDR Regulation, together with the increase in cyberattacks, intensifies the risks of data exposure and raises compliance requirements. To address these risks, adjustments are being made in cybersecurity, supply chain traceability and personal data management, supported by systematic employee training and the strengthening of internal mechanisms. Non-compliance may result in fines, legal issues and severe reputational damage, which makes risk tolerance extremely low. Stricter audits and more frequent complaints are expected due to growing social and institutional awareness regarding the proper and secure management of data.

2.4.2.4 Supply chain developments risks

The Group's supply chain is exposed to risks arising from geopolitical tensions, inflation, energy instability, staff shortages and transport delays. Dependence on specific suppliers and new regulatory requirements further increase complexity and cost. To mitigate these risks, the Group is diversifying its supplier base, optimizing supply chain operations, investing in renewable energy sources and strengthening its workforce. The objective is to safeguard profitability through cost absorption and effective cost management, with relevant scenarios under continuous assessment.

2.4.2.5 Risks from geopolitical developments in Ukraine

The production unit of the subsidiary ERGOPACK LLC in Kaniv continues to operate normally despite geopolitical tensions, electricity challenges, and rising costs. Any potential disruption would have a limited impact on the Group, as the subsidiary contributes 3.4% of the Group's revenue and 4.7% of the Group's equity.

To mitigate risks, generators have been installed to ensure uninterrupted operations, and the supply chain is continuously monitored with alternative options in place. If needed, production can be shifted to the Group's facilities in Greece and Poland. The geopolitical environment remains unstable, with the possibility of escalation or attacks that could affect the subsidiary's operations, although signs of a potential medium-term de-escalation have also emerged.

2.4.2.6 Risks arising from Red Sea geopolitical developments

Attacks on ships in the Red Sea are disrupting global trade flows, leading to higher transportation and insurance costs and causing delays. The Management closely monitors developments and takes targeted actions, including, alternative routes, order adjustment and other measures.

Despite these challenges, no material impact on the Group's operations is currently expected. However, a potential escalation or prolongation of the crisis could increase costs and delays, affecting raw material supply and procurement strategies. Future risks may include political instability, structural changes and new restrictive measures, which could necessitate adjustments to the supply chain.

2.4.2.7 Financial Risks

The Group is primarily exposed to the following financial risks:

  • o Exchange rate fluctuations: 67.9% of the Group's sales are generated in Southeast European countries with currencies mainly outside the eurozone, exposing it to exchange rate volatility, particularly in the Polish zloty, Romanian leu and Ukrainian hryvnia. The Management closely monitors developments and implements targeted measures, such as cost adjustments and cash flow management, without relying on generalized hedging strategies. Key sources of risk include political instability, speculative currency movements and inflation-driven devaluations.
  • o Interest rates and financing costs: Sustained high interest rates by central banks increase borrowing costs, affecting investment and financing requirements. The Management actively manages leverage and primarily funds working capital needs from operating cash flows. Scenario analyses are conducted to assess the potential impact of interest rate changes on results and equity. The main risk is a further rise in financing costs due to a new cycle of ECB rate increases.
  • o Fluctuations in raw material prices: The Group is exposed to changes in the prices of aluminum, polyethylene and chemicals used in Home Care Solutions and Personal Care products. Mitigation measures include sourcing from alternative suppliers, maintaining safety stocks, centralised procurement and adjusting product prices.

  • o Liquidity risk: Liquidity risk arises from the possibility that the Group may face difficulties in meeting its shortterm obligations due to insufficient cash reserves. To mitigate this risk, the Group applies prudent management through a combination of cash reserves, approved bank credit lines and working capital optimization. The Finance Department continuously monitors borrowing and ensures that sufficient credit facilities are available when needed. Key sources of risk include changes in market conditions, the regulatory environment and global economic developments.
  • o Credit risk: Credit risk refers to the possibility of financial loss arising from a counterparty failing to meet its contractual obligations. The Group's trade receivables primarily stem from wholesale sales. Defaults by customers are not significant enough to materially impact the Group's or the Company's liquidity, due to the broad and diversified customer base, which prevents any significant concentration of credit risk. The financial position and creditworthiness of customers are continuously monitored, with credit limits and the amount of credit granted assessed in accordance with the Group's credit policy. This approach aims to effectively manage receivables before they become due and to address overdue or doubtful accounts proactively.

Overall, the Group closely monitors developments and applies management strategies to mitigate impacts on financial performance and ensure smooth operations.

2.5 FUTURE OUTLOOK AND PROSPECTS FOR THE SECOND HALF OF 2025

During the first half of 2025 Sarantis Group's strong financial performance confirms the resilience of the Group's strategy and business model, in an environment still marked by heightened geopolitical uncertainty and pressure on real incomes from inflation - albeit at lower levels. The consumer climate in the first half of 2025 was characterized by caution and uncertainty. Consumers closely monitored economic developments, adjusting their spending and purchasing habits accordingly. Despite these challenges, the demand for the Group's products remained at satisfactory levels, while internal operations were further reinforced through ongoing optimization and digital transformation initiatives.

The Group remains firmly committed to the implementation of its strategic plan, while pursuing its consolidation in the markets it operates in, as well as its transformation, enabling it to respond effectively to evolving consumer needs and the challenges of the international environment.

Having gained a deep knowledge of the markets in which it operates and the needs of its consumers, the Group is focusing on the regions where it has already developed its activity, its distribution channels and its product portfolio, always committed to the quality of its products and the safety of consumers.

At the same time, as previously mentioned, the Group's digital transformation consists a priority. This transition aims to optimize internal operational processes, to enhance the efficiency and to create a more robust business environment that enhances the Group's competitive advantages. The adoption of innovative tools and technologies is expected to play a key role in enhancing the user experience and further strengthening the relationship of trust the Group has established with consumers.

In a dynamic and challenging business environment, moving in the second half of 2025, the Group remains optimistic about its prospects, looking forward to another year of growth, focused on sustaining the growth momentum and competitiveness, while protecting its profitability margins and systematically investing in innovation and organizational transformation.

2.6 RELATED PARTY TRANSACTIONS

The most significant transactions between the Company and its related parties, as such are defined by International Accounting Standard 24, are presented below:

Subsidiaries Company
Trade receivables 30.06.2025 31.12.2024
Sarantis Belgrade D.O.O 39,750 0
Sarantis Banja Luka D.O.O 121,766 0
Sarantis Bulgaria LTD 168,723 105,793
Sarantis Romania S.A. 1,699,956 953,577
Sarantis Polska S.A. 2,191,121 3,171,642
Stella Pack S.A. 0 6,018
Sarantis Czech Republic sro 578,000 1,187,272
Polipak SP.Z.O.O. 0 2,566
Sarantis Slovakia S.R.O 0 142
Ergopack LLC 400,566 462,233
Sarantis Hungary Kft. 368,507 152,212
Sarantis Portugal Lda 843,894 552,827
Elode France SARL 9,925 7,322
Dirty Laundry SA 566 0
Sarkk SA 5,091 5,332
Total 6,427,864 6,606,935
Receivables from dividends 30.06.2025 31.12.2024
Sarantis Bulgaria LTD 2,808,189 1,066,563
Sarantis Romania S.A. 1,150,874 0
Zetafin LTD 15,788,381 36,388,381
Total 19,747,444 37,454,944
Grand total assets 26,175,308 44,061,879
Trade liabilities 30.06.2025 31.12.2024
Sarantis Belgrade D.O.O 1,817,555 1,207,281
Sarantis Banja Luka D.O.O 4,838 4
Sarantis Skopje D.O.O 620,028 169,598
Sarantis Bulgaria LTD 24,377 3
2
Sarantis Romania S.A. 44,625 2
8
Sarantis Polska S.A. 418,226 404,024
Stella Pack S.A. 130,225 70,028
Sarantis Czech Republic sro 17,806 129
Polipak SP.Z.O.O. 320,642 91,330
Sarantis Slovakia S.R.O 2,612 0
Ergopack LLC 57,757 0
Sarantis Hungary Kft. 6,890 6,362
Sarantis Portugal Lda 346 0
Sarantis France SARL 28,471 30,310
Dirty Laundry SA 4,091 0
Sarkk SA 2,851 727
Total 3,501,339 1,979,851

Liabilities from loans 30.06.2025 31.12.2024
Sarantis Belgrade D.O.O 9,178,521 9,000,000
Zetafin LTD 522,546 514,767
Total 9,701,066 9,514,767
Lease liabilities 30.06.2025 31.12.2024
Lenidi SA 3,983,335 4,170,154
Total 3,983,335 4,170,154
Grand total liabilities 17,185,740 15,664,772

Income

01.01 - 01.01 -
Income from sale of merchandise 30.06.2025 30.06.2024
Sarantis Belgrade D.O.O 1,841,092 1,948,627
Sarantis Banja Luka D.O.O 121,664 66,531
Sarantis Skopje D.O.O 548,352 471,535
Sarantis Bulgaria LTD 1,283,951 1,340,101
Sarantis Romania S.A. 4,646,255 4,147,546
Sarantis Polska S.A. 5,862,032 7,101,139
Stella Pack S.A. 91,347 0
Sarantis Czech Republic sro 4,528,051 5,422,525
Ergopack LLC 517,980 710,011
Sarantis Hungary Kft. 904,398 628,157
Sarantis Portugal Lda 835,318 483,968
Lenidi Bulgaria LTD 3,884 40,333
Dirty Laundry SA 456 0
Sarkk SA 14,363 0
Total 21,199,145 22,360,476
Other income 01.01 -
30.06.2025
01.01 -
30.06.2024
Sarantis Belgrade D.O.O 111,931 116,041
Sarantis Banja Luka D.O.O 4,940 6,346
Sarantis Skopje D.O.O 12,126 12,710
Sarantis Bulgaria LTD 42,568 39,007
Sarantis Romania S.A. 163,206 152,367
Sarantis Polska S.A. 625,852 571,948
Stella Pack S.A. 42,551 0
Sarantis Czech Republic sro 164,133 179,070
Polipak SP.Z.O.O. 46,732 41,726
Sarantis Slovakia S.R.O 2,612 2,688
Ergopack LLC 198,773 155,633
Sarantis Hungary Kft. 70,590 47,784
Sarantis Portugal Lda 54,355 38,431

01.01 - 01.01 -
Income from dividends 30.06.2025 30.06.2024
Sarantis Bulgaria LTD 3,308,189 2,766,563
Sarantis Romania S.A. 12,334,279 14,430,161
Sarantis Polska S.A. 5,157,056 0
Sarantis Czech Republic sro 4,378,972 3,756,507
Astrid T.M. A.S. 182,178 165,753
Sarantis Hungary Kft. 935,691 671,325
Total 26,296,363 21,790,308
Grand total income 49,035,877 45,514,536

Expenses and Purchases

01.01 - 01.01 -
Purchases of merchandise - services - assets 30.06.2025 30.06.2024
Sarantis Bulgaria LTD 0 3,727
Sarantis Romania S.A. 0 4,939
Sarantis Polska S.A. 1,034,875 1,100,158
Stella Pack S.A. 473,976 34,872
Sarantis Czech Republic sro 2 0
Polipak SP.Z.O.O. 1,455,952 978,524
Lenidi SA 0 18,768
Dirty Laundry SA 3,299 0
Sarkk SA 2,799
Total 2,970,902
2,140,989
Expenses – interest 01.01 -
30.06.2025
01.01 -
30.06.2024
Sarantis Belgrade D.O.O 178,513 53,068
Zetafin LTD 7,779 7,822
Lenidi SA 109,171 94,145
Total 295,464 155,035
01.01 - 01.01 -
Other expenses
Polipak SP.Z.O.O.
30.06.2025
495
30.06.2024
0
Total 495 0

Table of disclosures of related parties
Group Company
a) Income 216,636 49,035,877
b) Expenses 140,621 3,266,861
c) Receivables 182,511 26,175,308
d) Liabilities 3,990,276 17,185,740
e) Transactions and remuneration of senior
executives and management
1,794,121 1,769,911
f) Receivables from senior executives and
management
2,741 2,741
g) Liabilities towards senior executives and
management
14,760 0
h) Receivables from affiliates 0 0
i) Liabilities to affiliates 0 0

2.7 INFORMATION CONCERNING THE ACQUIRED TREASURY SHARES ACCORDING TO ARTICLE 50, PAR.2, L.4548/2018

During the first half of 2025, the Company proceeded to the purchase of 234,676 treasury shares at an average purchase price of 12.09 Euros per share, for a total amount of €2.838.412,7.

Taking into account the 2,957,189 treasury shares already held by the Company as of 31 December 2024, as well as the cancellation of 3,150,563 treasury shares resolved by the Extraordinary General Meeting of Shareholders on 11 June 2025 and implemented on 19 June 2025, the Company held a total of 41,302 treasury shares as of 30 June 2025. These treasury shares have a nominal value of €0.78 each and an average acquisition price of €12.71 per share, representing a total investment of €524,959.76. The treasury shares held correspond to 0.06% of the Company's share capital.

2.8 SUBSEQUENT EVENTS

Loans

In August 2025, the Company notified EBRD of its intention to proceed with the early repayment of the outstanding loan balance of €5 mil. under their €20 mil. loan agreement, with repayment scheduled for September 17, 2025.

Announcement of significant change to the voting rights according to Law 3556/2007

The Company received a notification from FMR LLC on August 8th, 2025, that, as a result of a disposal of voting rights, the total percentage of voting rights indirectly held by FMR LLC through controlled undertakings in the Company, fell below the 10% threshold on August 7th, 2025, reaching 9.99%, which corresponds to 6,369,956 voting rights.

Sarantis Group Ranked in the Diamond Category of the 2025 ESG Transparency Index

In August 2025 the Group announced its ranking in the Diamond (Leaders) category of the 2025 ESG Transparency Index, an initiative by Forbes Greece, EY Greece and Net Zero Analytics, which evaluates the level of Environmental, Social and Governance disclosure among the 100 largest companies in Greece.

The ESG Transparency Index is based on publicly available information and assesses the degree of transparency and completeness in ESG reporting based on specific disclosure criteria. The Diamond category, where Sarantis Group was placed, includes companies which demonstrate a high standard of transparency and maturity in ESG communication. This recognition is a testament to Sarantis Group's ongoing commitment to sustainable development, responsible governance and the creation of long-term value for all stakeholders.

This distinction comes as a continuation of Sarantis Group's growing ESG engagement, following the presentation of its ESG strategy and decarbonization roadmap in March 2025, during which the Group outlined key targets, including a 42% reduction in Scope 1 and 2 CO₂ emissions by 2030, a net-zero commitment by 2050 and alignment with the Science Based Targets initiative (SBTi). The strategy is supported by a robust governance structure and a clear emphasis on empowering people, innovation and sustainable product development.

2.9 ALTERNATIVE PERFORMANCE INDICATORS (API)

The Group utilizes Alternative Performance Indicators (API) in the context of its decision making with regards to the financial, operational and strategic planning as well as for the evaluation and public disclosure of its performance. These API serve and facilitate the best understanding of the financial and operating results of the Group, its financial position and the statement of cash flows. The Alternative Performance Indicators (API) should be always taken into consideration along with the financial results which have been prepared in accordance with the IFRS whereas in no case they replace IFRS.

Definitions and reconciliation of Alternative Performance Indicators ("API")

A. Profitability Ratios

The Group utilizes the following profitability ratios for the purpose of the full analysis of its operating results:

EBITDA (Earnings before interest, taxes, depreciation and amortization)

EBITDA is calculated from the financial statements as follows: "Gross operating earnings" plus "Other operating income" minus the "Administrative Expenses", the "Distribution Expenses" and the "Other operating expenses" prior to depreciation and amortization. The depreciation and amortization for the Group are presented in the note 4.9.17 "Table of Changes in Fixed Assets" of the semi-financial statements.

(Euro million) H1 2025 H1 2024
Gross operating earnings 117.5 116.8
Other operating income 0.7 0.5
Administrative expenses (17.0) (16.7)
Distribution expenses (63.6) (68.8)
Other operating expenses (0.1) -
Depreciation and amortization (10.8) (9.9)
Earnings Before Interest, Taxes, Depreciation and
Amortization
48.3 41.7

EBIT (Earnings before interest and taxes)

EBIT equals with the operating earnings of the Group as they are recorded in the semi-annual financial statements.

EBT (Earnings before taxes)

EBT equals with the earnings deriving before the deduction of taxes from the semi-annual financial statements.

Net Income (Net earnings)

It equals with the earnings after the deduction of taxes as they are recorded in the financial statements. These earnings are distributed to the shareholders of the parent company.

Profitability Margins

For all the above profitability figures, the corresponding profit margin is calculated by dividing each figure with the total turnover.

H1 2025 H1 2024
(Euro million) Margin Margin
Revenue 304.3 302.6
Earnings Before Interest, Taxes, Depreciation and 48.3 15.9% 41.7 13.8%
Amortization
Earnings before Interest & Tax (EBIT) 37.5 12.3% 31.8 10.5%
Earnings before taxes 36.5 12.0% 30.1 9.9%
Net earnings 29.2 9.6% 24.3 8.0%

Β. Net debt

The net debt comprises a figure which depicts the capital structure of the Group. It is calculated by adding the longterm loans and the short-term loans by then deducting the cash and cash equivalents and the financial Assets at fair value through results, since they are considered to be liquid items.

The relevant calculations are presented in the following table:

(Euro million) H1 2025 FY 2024
Long-term loans 26.2 49.6
Short-term loans 35.7 9.9
Cash and cash equivalents (25.2) (47.4)
Other financial assets (3.9) (3.6)
Net Debt 32.8 8.5

Marousi, September 9th 2025

The Board of Directors

CHAIRMAN OF THE BOARD VICE CHAIRMAN & BOARD
MEMBER
GROUP CHIEF EXECUTIVE
GROUP CHIEF FINANCIAL
OFFICER & BOARD
OFFICER & BOARD MEMBER
MEMBER
KYRIAKOS SARANTIS GRIGORIS SARANTIS IOANNIS BOURAS CHRISTOS VARSOS
ID NO. AI 597050/2010 ID NO. X 080619/2003 ID NO. AΒ 055247/2006 ID NO. AO 547315/2020

Independent Auditor's Report on Review of Condensed Interim Financial Information

KPMG Certified Auditors S.A. 44, Syngrou Avenue 117 42 Athens, Greece Telephone +30 210 6062100 Fax +30 210 6062111 Email: [email protected]

Independent Auditor's Report on Review of Interim Condensed Financial Information

(Translated from the original in Greek)

To the Shareholders of GR. SARANTIS S.A.

Report on the Review of Interim Condensed Financial Information

3. INDEPENDENT AUDITOR'S REPORT ON REVIEW OF CONDENSED INTERIM FINANCIAL INFORMATION

Introduction

We have reviewed the accompanying interim condensed Separate and Consolidated Statement of Financial Position of GR. SARANTIS S.A. (the "Company") as at 30 June 2025 and the related interim condensed Separate and Consolidated Statements of Comprehensive Income, Changes in Equity and Cash Flows for the six-month period then ended and the selected explanatory notes, which comprise the interim condensed separate and consolidated financial information and which forms an integral part of the six-month financial report of articles 5 and 5a of Law 3556/2007. Management is responsible for the preparation and presentation of this interim condensed Separate and Consolidated financial information in accordance with the International Financial Reporting Standards adopted by the European Union and specifically with International Accounting Standard (IAS) 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on this interim condensed Separate and Consolidated financial information based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements (ISRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, as incorporated in Greek Law, and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed separate and consolidated financial information as at 30 June 2025 is not prepared, in all material respects, in accordance with IAS 34 "Interim Financial Reporting".

Certified Auditors GCR 148599601000

Report on Other Legal and Regulatory Requirements

Our review did not identify any material inconsistency or error in the statements of the members of the Board of Directors and in the information of the six-month Financial Report of the Board of Directors as defined in articles 5 and 5a of Law 3556/2007 in relation to the accompanying condensed Separate and Consolidated interim financial information.

Athens, 9 September 2025 KPMG Certified Auditors S.A. Reg. No. SOEL 186

Vassilios Kaminaris, Certified Auditor Accountant Reg. No. SOEL 20411

Interim Condensed Financial Statements

4. INTERIM CONDENSED FINANCIAL STATEMENTS

Responsibility for the preparation of the Interim Financial Statements for the period 01/01–30/06/2025 lies with the signatories at the end of the Financial Statements.

4.1 INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

Group Company
Amounts in € Note 30.06.2025 31.12.2024 30.06.2025 31.12.2024
ASSETS
Non-current assets 299,234,333 288,559,456 286,789,183 277,477,879
Tangible fixed assets 4.9.17 138,706,303 130,655,088 49,911,403 48,886,294
Right of use 4.9.17 19,145,083 20,548,869 6,781,454 7,617,394
Investments in property 4.9.17 6,444,485 8,228,721 2,024,241 2,083,967
Intangible assets 4.9.17 98,263,140 94,410,993 36,940,696 32,604,833
Goodwill 4.9.3 14,327,607 14,298,868 1,100,000 1,100,000
Deferred tax assets 2,394,517 682,044 0 0
Investments in Subsidiaries, Associates 4.9.2 0 0 189,955,049 185,110,851
Other long-term receivables 4.9.5 19,953,198 19,734,874 76,340 74,540
Current assets 321,843,523 311,709,138 155,576,514 146,257,854
Inventories 4.9.4 130,946,348 111,069,257 48,672,610 45,214,782
Trade receivables 4.9.5 148,665,102 114,932,919 70,405,769 45,433,913
Other short-term receivables 4.9.5 13,138,126 33,636,275 26,046,551 44,782,974
Cash & cash equivalents 4.9.6 25,186,436 47,356,665 6,544,073 7,216,231
Financial assets at fair value through profit and loss
(FVTPL)
4.9.7 3,907,512 3,609,955 3,907,512 3,609,955
Assets held for sale 0 1,104,067 0 0
Total Assets 621,077,856 600,268,594 442,365,697 423,735,733
Shareholders' EQUITY:
Share capital 4.9.13 49,686,000 52,143,439 49,686,000 52,143,439
Share Premium 40,676,356 40,676,356 40,676,356 40,676,356
Reserves 52,305,032 23,200,369 43,257,368 14,411,854
Translation Reserve (7,627,561) (6,464,806) 0 0
Retained Earnings 243,470,677 265,071,755 165,464,159 178,279,314
Total Shareholders' Equity 378,510,504 374,627,113 299,083,883 285,510,963
Non-controlling interest 0 280,455 0 0
Total Equity 378,510,504 374,907,568 299,083,883 285,510,963
LIABILITIES
Long-term liabilities 71,899,093 96,720,541 47,528,220 71,423,942
Loans 4.9.10 26,203,882 49,558,789 35,203,882 58,558,789
Lease liabilities 15,617,326 17,361,656 4,916,665 5,818,954
Deferred tax liabilities 16,138,399 16,322,058 4,798,031 5,027,105
Provisions for employee benefits 3,044,746 2,449,245 2,609,642 2,019,095
Provisions - long-term liabilities 4.9.9 10,894,741 11,028,794 0 0
Short-term liabilities 170,668,259 128,640,486 95,753,594 66,800,827
Suppliers 4.9.8 91,418,619 84,880,011 41,487,634 41,371,749
Other liabilities 4.9.8 28,582,570 21,346,405 15,324,629 11,240,085
Income taxes - other taxes payable 8,061,798 5,350,446 5,012,730 2,219,943
Loans 4.9.10 35,729,766 9,883,446 31,754,517 9,883,446
Lease liabilities 6,875,506 6,856,565 2,174,084 2,085,604
Liabilities directly associated with the assets held for
sale
0 323,612 0 0
Total Equity & Liabilities 621,077,856 600,268,594 442,365,697 423,735,733

4.2 INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME

Group Company
Note 01.01- 01.01- 01.01- 01.01-
Amounts in € 30.06.2025 30.06.2024 30.06.2025 30.06.2024
Revenue 4.9.1 Total Activities
304,279,133
Total Activities
302,635,541
Total Activities
117,794,756
Total Activities
110,248,117
Cost of sales (186,768,611) (185,796,764) (69,110,599) (66,328,476)
Gross operating profit 117,510,523 116,838,777 48,684,156 43,919,641
Other operating income 697,139 529,727 1,787,191 1,485,024
Administrative expenses (17,020,383) (16,749,849) (9,827,889) (9,266,921)
Distribution expenses (63,598,101) (68,782,530) (27,217,742) (29,948,933)
Other operating expenses (59,726) 0 (59,726) 0
Operating profit 37,529,451 31,836,125 13,365,991 6,188,812
Financial income/(expenses) 4.9.12 (1,036,390) (1,714,604) 25,299,562 19,537,989
Loss from revaluation of fixed assets 0 (58,212) 0 (58,212)
Earnings before taxes 36,493,061 30,063,309 38,665,552 25,668,589
Current income tax 4.9.11 (8,886,499) (7,413,632) (3,035,595) (1,228,779)
Deferred tax 4.9.11 1,565,036 1,686,372 229,073 209,291
Earnings after the deduction of tax (A) 29,171,598 24,336,049 35,859,031 24,649,100
Owners of the parent 29,171,598 24,315,585 35,859,031 24,649,100
Non controlling interest 0 20,464 0 0
Other Comprehensive Income: 0 0 0 0
Items not transferred to the statement of
comprehensive income: (1,777,282) 0 0 0
Loss from revaluation of fixed assets (2,175,631) 0 0 0
Deferred tax from revaluation of fixed assets 383,697 0 0 0
Profit from actuarial study 14,653 0 0 0
Items which may be transferred in future to the (1,215,755) 166,405 0 0
statement of comprehensive income:
Foreign exchange differences from subsidiaries (1,215,755) 166,405 0 0
abroad
Other total income after taxes (Β) (2,993,037) 166,405 0 0
Total comprehensive income after taxes (A) + (B) 26,178,562 24,502,454 35,859,031 24,649,100
Owners of the parent 26,178,562 24,489,411 35,859,031 24,649,100
Non controlling interest 0 13,043 0 0
Basic earnings per share 4.9.14 0.4575 0.3745 0.5624 0.3796
Diluted earnings per share 4.9.14 0.4575 0.3745 0.5624 0.3796

4.3 INTERIM CONDENSED STATEMENT OF CHANGES IN GROUP'S EQUITY FOR THE PERIOD

Attributed to shareholders of the parent
Amounts in € Share capital Share Premium Reserves Translation Reserve Retained Earnings Total Non-controlling
interest
Total
Balance as at 1 January 2024 52,143,439 40,676,356 32,374,180 (7,524,174) 235,971,300 353,641,101 0 353,641,101
Total comprehensive income for the period
Net profit for the period 0 0 0 0 24,315,585 24,315,585 20,464 24,336,049
Other comprehensive income
Foreign exchange differences 0 0 0 173,826 0 173,826 (7,421) 166,405
Total other comprehensive income 0 0 0 173,826 0 173,826 (7,421) 166,405
Total comprehensive income after taxes 0 0 0 173,826 24,315,585 24,489,411 13,043 24,502,454
Transactions with Owners of the Company
Purchase of treasury shares 0 0 (8,465,739) 0 0 (8,465,739) 0 (8,465,739)
Performance Stock Awards 0 0 359,553 0 0 359,553 0 359,553
Distributed dividends 0 0 0 0 (15,000,000) (15,000,000) 0 (15,000,000)
Minority interests due to acquisition of interest
in a subsidiary
0 0 0 0 0 0 259,711 259,711
Formation of reserves 0 0 2,006,404 0 (2,006,404) 0 0 0
Total transactions with Owners of the Company 0 0 (6,099,783) 0 (17,006,404) (23,106,186) 259,711 (22,846,476)
Balance as at 30 June 2024 52,143,439 40,676,356 26,274,397 (7,350,349) 243,280,482 355,024,325 272,754 355,297,079
Balance as at 1 January 2025 52,143,439 40,676,356 23,200,369 (6,464,806) 265,071,755 374,627,113 280,455 374,907,568
Total comprehensive income for the period
Net profit for the period 0 0 0 0 29,171,598 29,171,598 0 29,171,598
Other comprehensive income
Foreign exchange differences 0 0 0 (1,215,755) 0 (1,215,755) 0 (1,215,755)
Reserve due to actuarial study 0 0 14,653 0 0 14,653 0 14,653
Revaluation of property 0 0 (386,932) 0 (1,405,003) (1,791,935) 0 (1,791,935)
Total other comprehensive income 0 0 (372,279) (1,215,755) (1,405,003) (2,993,037) 0 (2,993,037)
Total comprehensive income after taxes 0 0 (372,279) (1,215,755) 27,766,596 26,178,562 0 26,178,562
Transactions with Owners of the Company
Purchase of treasury shares 0 0 (2,838,413) 0 0 (2,838,413) 0 (2,838,413)
Cancellation of treasury shares (2,457,439) 0 29,353,995 0 (26,896,556) 0 0 0
Performance Stock Awards 0 0 552,301 0 0 552,301 0 552,301
Capital Aggregation Tax 0 0 (62,059) 0 0 (62,059) 0 (62,059)
Distributed dividends 0 0 0 0 (20,000,000) (20,000,000) 0 (20,000,000)
Formation of reserves 0 0 2,471,118 0 (2,471,118) 0 0 0
Change from subsidiaries 0 0 0 53,000 0 53,000 (280,455) (227,455)
Total transactions with Owners of the Company (2,457,439) 0 29,476,942 53,000 (49,367,674) (22,295,171) (280,455) (22,575,626)
Balance as at 30 June 2025 49,686,000 40,676,356 52,305,032 (7,627,561) 243,470,677 378,510,504 0 378,510,504

4.4 INTERIM CONDENSED STATEMENT OF CHANGES IN COMPANY'S EQUITY FOR THE PERIOD

Attributed to shareholders of the parent
Amounts in € Share capital Share Premium Reserves Retained Earnings Total
Balance as at 1 January 2024 52,143,439 40,676,356 25,781,939 158,460,144 277,061,877
Total comprehensive income for the period
Net profit for the period 0 0 0 24,649,100 24,649,100
Other comprehensive income
Total other comprehensive income 0 0 0 0 0
Total comprehensive income after taxes 0 0 0 24,649,100 24,649,100
Transactions with Owners of the Company
Purchase of treasury shares 0 0 (8,465,739) 0 (8,465,739)
Performance Stock Awards 0 0 359,553 0 359,553
Distributed dividends 0 0 0 (15,000,000) (15,000,000)
Formation of reserves 0 0 918,015 (918,015) 0
Total transactions with Owners of the Company 0 0 (7,188,171) (15,918,015) (23,106,186)
Balance as at 30 June 2024 52,143,439 40,676,356 18,593,768 167,191,228 278,604,791
Balance as at 1 January 2025 52,143,439 40,676,356 14,411,854 178,279,314 285,510,963
Total comprehensive income for the period
Net profit for the period 0 0 0 35,859,031 35,859,031
Other comprehensive income
Total other comprehensive income 0 0 0 0 0
Total comprehensive income after taxes 0 0 0 35,859,031 35,859,031
Transactions with Owners of the Company
Purchase of treasury shares 0 0 (2,838,413) 0 (2,838,413)
Cancellation of treasury shares (2,457,439) 0 29,353,995 (26,896,556) 0
Performance Stock Awards 0 0 552,301 0 552,301
Distributed dividends 0 0 0 (20,000,000) (20,000,000)
Formation of reserves 0 0 1,777,629 (1,777,629) 0
Total transactions with Owners of the Company (2,457,439) 0 28,845,513 (48,674,185) (22,286,111)
Balance as at 30 June 2025 49,686,000 40,676,356 43,257,368 165,464,159 299,083,883

4.5 INTERIM CONDENSED STATEMENT OF CASH FLOWS

Group Company
Amounts in € 01.01 - 30.06.2025 01.01 - 30.06.2024 01.01 - 30.06.2025 01.01 - 30.06.2024
Operating Activities
Earnings before tax (continuing activities) 36,493,061 30,063,309 38,665,552 25,668,589
Plus / minus adjustments for:
Depreciation/amortization 10,754,240 9,896,695 4,581,152 4,065,885
Revaluation of fixed assets 59,726 58,212 59,726 58,212
Foreign exchange differences 272,407 (201,132) 14,715 15,351
Results (income, expenses, profits and losses) from investing activities (1,688,326) (1,505,976) (27,398,281) (22,406,179)
Interest expense and related expenses 1,963,334 3,141,166 1,562,022 2,426,908
Decrease / (increase) in inventories (20,323,717) (12,786,346) (3,457,829) 807,532
Decrease / (increase) in receivables (34,716,591) (30,927,513) (23,403,554) (17,564,907)
Decrease) / increase in liabilities (other than to banks) 13,527,924 15,269,249 4,019,496 1,219,212
Less:
Interest and related expenses paid (1,996,468) (2,939,517) (1,411,180) (2,191,899)
Tax paid (6,377,492) (4,872,027) (228,465) 0
Total inflows / (outflows) from operating activities (a) (2,031,902) 5,196,120 (6,996,647) (7,901,297)
Investing Activities
(Acquisition)/sale of subsidiaries, associates, joint ventures and other investments 21,311,182 (29,310,575) (4,479,461) (1,588,979)
Purchase of tangible and intangible fixed assets (18,993,686) (6,172,447) (8,308,080) (3,278,755)
Proceeds from sale of tangible and intangible assets 416,955 63,523 990 2,075
Interest received 539,648 818,050 93,406 54,464
Dividends received 0 0 43,956,368 17,943,750
Proceeds from grants 20,636 37,777 0 0
Total inflows / (outflows) from investing activities (b) 3,294,735 (34,563,672) 31,263,223 13,132,555
Financing Activities
Proceeds from borrowings 12,388,279 10,708,456 8,403,109 19,708,456
Payment of borrowings (9,886,945) (38,401,927) (9,886,945) (4,618,929)
Payment of lease liabilities (3,561,932) (3,299,774) (1,057,963) (1,142,154)
(Payments) / Proceeds from (purchase) / sale of treasury shares (2,838,413) (8,465,739) (2,838,413) (8,465,739)
Dividends paid towards the shareholders of the parent (19,558,522) (14,658,922) (19,558,522) (14,658,922)
Total inflows / (outflows) from financing activities (c) (23,457,534) (54,117,906) (24,938,734) (9,177,288)
Net increase / (decrease) in cash and cash equivalents (a+b+c) (22,194,700) (83,485,458) (672,158) (3,946,030)
Cash and cash equivalents at beginning of period 47,356,665 111,009,417 7,216,231 9,389,672
Effect from foreign exchange differences due to translation to euro 24,471 319,053 0 0
Cash and cash equivalents at the end of the period 25,186,436 27,843,013 6,544,073 5,443,642

4.6 NOTES ON THE INTERIM CONDENSED FINANCIAL STATEMENTS

4.6.1 The Company

Gr. Sarantis S.A. (the Company) has the legal form of a société anonyme and is the parent company of the Gr. Sarantis S.A. Group (the Group). It was founded in 1964 in Greece and is registered in the General Electronic Commercial Registry ("G.E.MI.") of Greece under the number 255201000.

The Company's domicile is located at 26 Amarousiou - Chalandriou Street, Marousi Greece, The Company's central offices are also located at the same address. The Company's website is the following: www.sarantisgroup.com

The shares of Gr. Sarantis S.A. are listed on the main market of the Athens Exchange.

4.6.2 The Group's Structure

The Group's companies, which are included in the consolidated financial statements, are the following:

GROUP STRUCTURE
Company Domicile Direct Participation
Percentage
Indirect
Participation
Percentage
Total
Full Consolidation Method
GR. SARANTIS S.A. GREECE PARENT
SARANTIS BULGARIA LTD BULGARIA 100.00% 0.00% 100.00%
SARANTIS ROMANIA S.A. ROMANIA 89.96% 10.04% 100.00%
SARANTIS BELGRADE D.O.O. SERBIA 100.00% 0.00% 100.00%
SARANTIS BANJA LUKA D.O.O. BOSNIA-HERZEGOVINA 0.00% 100.00% 100.00%
SARANTIS LJUBLJANA D.O.O. SLOVENIA 0.00% 100.00% 100.00%
SARANTIS ZAGREB D.O.O. CROATIA 0.00% 100.00% 100.00%
SARANTIS SKOPJE D.O.O. N.MACEDONIA 0.00% 100.00% 100.00%
SARANTIS POLSKA S.A. POLAND 100.00% 0.00% 100.00%
POLIPAK SP. Z.O.O. POLAND 0.00% 100.00% 100.00%
STELLA PACK S.A. POLAND 0.00% 100.00% 100.00%
SARANTIS CZECH REPUBLIC SRO CZECH REPUBLIC 100.00% 0.00% 100.00%
SARANTIS HUNGARY KFT. HUNGARY 100.00% 0.00% 100.00%
ZETAFIN LTD CYPRUS 100.00% 0.00% 100.00%
ELODE FRANCE S.A.R.L FRANCE 100.00% 0.00% 100.00%
SARANTIS FRANCE S.A.R.L FRANCE 100.00% 0.00% 100.00%
SARANTIS PORTUGAL LDA PORTUGAL 100.00% 0.00% 100.00%
ASTRID T.M. A.S. CZECH REPUBLIC 100.00% 0.00% 100.00%
SARANTIS SLOVAKIA S.R.O SLOVAKIA 0.00% 100.00% 100.00%
IVYBRIDGE VENTURES LTD CYPRUS 100.00% 0.00% 100.00%
ERGOPACK LLC UKRAINE 0.00% 100.00% 100.00%

In February 2025, the company Sarantis Zagreb D.O.O. was incorporated with a share capital of €52.5 thous., held entirely (100%) by the Group's subsidiary, Sarantis Belgrade D.O.O.

Additionally, on February 18, 2025, Stella Pack S.A., headquartered in Poland, completed the sale of 79% of its subsidiary Stella Pack Ukraine LLC, headquartered in Ukraine. The transaction price was €500 thous., which was collected in full within the same month (see note 4.9.2)

Finally, in April 2025, the merger of Sarantis Romania S.A. with Stella Pack S.R.L., both based in Romania, was completed, with Sarantis Romania S.A. as the absorbing entity. The transaction had no impact on the consolidated financial statements.

Business Activity

The Group is active in the production and trade of cosmetics, household products and pharmaceutical items.

The Group's basic activities have not changed since the previous year. The Group's activities do not exhibit significant seasonality at profitability level between the first and second half of the year. Normal fluctuations in working capital items occur between the first half of the year and year-end, reflecting the nature of the business.

4.7 BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

4.7.1 Basis for the preparation of the financial statements

The interim consolidated financial statements for the period ended on 30th June 2025, have been prepared in accordance with IAS 34 "Interim Financial Reporting". The financial statements do not include all disclosures that would otherwise be required in a complete set of annual financial statements and should be read in conjunction with the financial statements of the Company and the Group as of 31st December 2024. The latter are available at the Company's website www.sarantisgroup.com.

4.7.2 Approval of financial statements

The interim consolidated financial statements have been approved by the Company's Board of Directors on September 9, 2025.

4.7.3 Covered period

The present interim consolidated financial statements include the financial statements of "GR. SARANTIS S.A." and its subsidiaries, which together are referred to as the Group, and cover the period from January 1, 2025 to June 30 2025.

4.7.4 Presentation of the financial statements

The present interim consolidated financial statements are presented in Euro (€), which is the Group's operating currency, namely the currency of the primary economic environment in which the parent company operates.

4.7.5 Significant Judgements and Estimates by the Management

The preparation of the Interim Consolidated Financial Statements according to the International Accounting Standards requires the implementation of estimations, judgments and assumptions that may affect the accounting balances of assets and liabilities and the required disclosures for contingent receivables and liabilities, as well as the amount of income and expenses recognized.

During the preparation of the current interim condensed financial statements, the significant accounting judgments and estimations that were adopted by the Management in the application of the Group's accounting policies, as well as the major sources for estimation of the uncertainty, remained unchanged as compared to the ones applied in the annual financial statements of 31 December 2024, except for those that concern the adoption of the new IFRS that were set in effect on 1 January 2025 (see note 4.7.6).

4.7.6 New Accounting Policies

The significant accounting policies that were applied for the preparation of the interim condensed financial statements of the Group are consistent with those that were adopted during the preparation of the annual financial statements of the Group for the year ended on 31st December 2024, except for the new standards and interpretations that were adopted whose application is mandatory for periods after 1st January 2025.

However, the financial statements include selected notes for the explanation of events and transactions, which are significant for the understanding of changes in the Group's and Company's financial position as compared to the latest available and published annual financial statements.

a. New International financial reporting standards, interpretations and amendments to Standards effective and endorsed by the EU

From 1st January 2025 the Group has adopted all amendments in IFRS as these were adopted by the European Union ("EU") which relate to its operations.

IAS 21 (Amendments) "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability"

In August 2023, IASB published amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates" which require companies to provide more useful information in their financial statements when a currency is not exchangeable to another currency. The amendments introduce a definition of the "exchangeability" of a currency and provide guidance on how an entity should estimate a spot exchange rate in cases where a currency is not exchangeable. Also, additional disclosures are required in cases where an entity has estimated a spot exchange rate due to a lack of exchangeability.

These Amendments and Interpretations did not have a significant impact on the financial statements of the Group and the Company.

b. New International financial reporting standards, amendments to Standards and interpretations not yet effective or not endorsed by the EU

The following New Standards, Amendments and Interpretations have been issued by the International Accounting Standards Board (IASB) but are not yet effective for annual periods starting 1st January 2025.

The Group does not intend to adopt the following New IFRS, Amendments and Interpretations before their effective date as indicated below.

IFRS 18 "Presentation and Disclosure in Financial Statements" (effective for annual periods starting on or after 01/01/2027)

In April 2024 the International Accounting Standards Board (IASB) issued a new standard, IFRS 18, which replaces IAS 1 'Presentation of Financial Statements'. The primary objective of the Standard is to improve the assessment of a company's performance by increasing comparability in presentation in an entity's financial statements, particularly in the statement of profit or loss and in its notes to the financial statements. Specifically, the Standard will improve the quality of financial reporting due to a) the requirement of defined subtotals in the statement of profit or loss, b) the requirement to disclose certain 'non-GAAP' measures – management performance measures (MPMs)and c) the new principles for aggregation and disaggregation of information.

IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027. Early adoption is permitted. This Standard has not yet been endorsed by the EU.

IFRS 19 "Subsidiaries without Public Accountability: Disclosures" (effective for annual periods starting on or after 01/01/2027)

In May 2024, the International Accounting Standards Board (IASB) issued IFRS 19, a new Standard that permits subsidiaries of a parent company preparing consolidated financial statements for public use under IFRS to adopt IFRS with reduced disclosure requirements. Subsidiaries applying IFRS 19 will continue to follow the recognition, measurement and presentation requirements of other IFRS Standards, but will be exempt from most disclosure requirements unless explicitly specified.

The new standard is effective for reporting periods beginning on or after 1 January 2027 with earlier application permitted. This Standard has not yet been endorsed by the EU.

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (Amendments are effective for annual periods on or after 01/01/2026)

The amendments clarify that a financial liability is derecognized on the "settlement date" and introduce an accounting policy choice to derecognise financial liabilities settled using an electronic payment system before the settlement date. Other clarifications include the classification of financial assets with ESG linked features via additional guidance on the assessment of contingent features. Clarifications have been made to non-recourse loans and contractually linked instruments. The amendments require additional disclosures for investments in equity instruments that are measured at fair value with gains or losses presented in other comprehensive income (FVOCI). This amendment has been endorsed by the EU.

Annual Improvements to IFRS Accounting Standards (Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 effective from 01/01/2026)

In the annual improvements volume 11 issued on 18 July 2024 the International Accounting Standards Board (IASB) makes amendments that include clarifications, simplifications, corrections and changes in the following Accounting Standards:

  • IFRS 1 First-time Adoption of International Financial Reporting Standards Hedge Accounting by a First-time Adopter
  • IFRS 7 Financial Instruments: Disclosures:
    • Gain or loss on derecognition
    • Disclosure of differences between the fair value and the transaction price
    • Disclosures on credit risk
  • IFRS 9 Financial Instruments:
    • Derecognition of lease liabilities
    • Transaction price
  • IFRS 10 Consolidated Financial Statements Determination of a 'de facto agent'
  • IAS 7 Statement of Cash Flows Cost Method.

The amendments to IFRS 9 address:

  • a conflict between IFRS 9 and IFRS 15 Revenue from Contracts with Customers over the initial measurement of trade receivables; and
  • how a lessee accounts for the derecognition of a lease liability under IFRS 9.

The amendment on derecognition of lease liabilities applies only to lease liabilities extinguished on or after the beginning of the annual reporting period in which the amendment is first applied.

The amendments apply for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted. The amendments have not yet been endorsed by the EU.

Amendments to IFRS 9 and IFRS 7 "Electricity Contracts from Renewable Sources"

On 18 December 2024, the IASB published Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7. The objective of the Amendments is to better reflect the effects of physical and virtual electricity contracts in the financial statements.

More specifically, the amendments include:

  • clarifying the application of the 'own use' requirements
  • permitting hedge accounting if these contracts are used as hedging instruments
  • adding new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows

These amendments are required to be applied for annual reporting periods beginning on or after 1 January 2026 with earlier application permitted. The amendments have been endorsed by the EU.

The Group and the Company are assessing the impact of the new standards and amendments on the financial statements. The amendments that are mandatorily effective in subsequent periods are not expected to have a significant impact on the financial statements of the Group and the Company.

4.8 FINANCIAL RISK MANAGEMENT

4.8.1 Capital Management

The Group's objectives as regards to management of capital, is to reassure the ability for the Group's smooth operation, aiming at providing satisfactory returns to shareholders and to maintain an optimal capital structure by reducing thus the cost of capital. The Group monitors its capital based on the leverage ratio. The leverage ratio is calculated by dividing net debt with total employed capital. Net debt is calculated as "Total debt" (including "short term and long-term debt" as presented in the Statement of Financial Position) minus "Cash and cash equivalents" and "financial assets at fair value through the profit and loss". The calculation of net debt does not include the purchase of treasury shares. Total employed capital is calculated as "Shareholders' Equity" as presented in the statement of financial position plus net debt.

The leverage ratio on 30 June 2025 was as follows:

Group
Amounts in € 30.06.2025 31.12.2024
Total Debt 61,933,648 59,442,235
Minus
Cash & cash equivalents (25,186,436) (47,356,665)
Financial assets at fair value through profit and loss (3,907,512) (3,609,955)
Net Debt (A) 32,839,700 8,475,615
Shareholders' Equity (B) 378,510,504 374,627,113
Total Employed Capital (A+B) 411,350,204 383,102,728
Leverage Ratio 8.0% 2.2%

4.8.2 Financial Instruments

The Group's financial instruments mainly consist of bank deposits, bank overdrafts, trade debtors and creditors, investments in securities, bonds and other liabilities.

The financial assets and liabilities during the date of the financial statements can be classified as follows:

Group Company
Amounts in € 30.06.2025 31.12.2024 30.06.2025 31.12.2024
Non-current assets 0 0 0 0
Other long-term receivables 19,953,198 19,734,874 76,340 74,540
Total 19,953,198 19,734,874 76,340 74,540
Current assets 0 0 0 0
Trade receivables 148,665,102 114,932,919 70,405,769 45,433,913
Other short-term receivables 13,138,126 33,636,275 26,046,551 44,782,974
Cash & cash equivalents 25,186,436 47,356,665 6,544,073 7,216,231
Financial assets at fair value through profit and loss
(FVTPL)
3,907,512 3,609,955 3,907,512 3,609,955
Total 190,897,175 199,535,814 106,903,904 101,043,072
Long-term Liabilities 0 0 0 0
Loans 26,203,882 49,558,789 35,203,882 58,558,789
Lease liabilities 15,617,326 17,361,656 4,916,665 5,818,954
Provisions and other long-term liabilities 8,026,781 8,255,960 0 0
Total 49,847,989 75,176,404 40,120,547 64,377,743
Short-term Liabilities 0 0 0 0
Loans 35,729,766 9,883,446 31,754,517 9,883,446
Lease liabilities 6,875,506 6,856,565 2,174,084 2,085,604
Suppliers 91,418,619 84,880,011 41,487,634 41,371,749
Other liabilities 28,582,570 21,346,405 15,324,629 11,240,085
Total 162,606,461 122,966,427 90,740,864 64,580,884

4.8.3 Definition of fair values

The following table presents assets measured at fair value, according to the measurement method. The different categories are as follows:

• Published market prices (without amendment or adjustment) for the financial assets traded in active money markets (level 1).

• Measurement or valuation techniques based directly on publishes market prices or calculated indirectly from published market prices for similar instruments (level 2).

• Measurement or valuation techniques that are not based on available information from current transactions in active money markets (level 3).

The financial assets measured at fair value during 30 June 2025 are as follows:

Group
Assets Level 1 Level 2 Level 3 Total
Tangible fixed assets 0 65,935,600 0 65,935,600
Investments in property 0 6,444,485 0 6,444,485
Financial assets at fair value through profit and loss 3,907,512 0 0 3,907,512
Company
Assets Level 1 Level 2 Level 3 Total
Tangible fixed assets 0 32,045,608 0 32,045,608
Investments in property 0 2,024,241 0 2,024,241
Financial assets at fair value through profit and loss 3,907,512 0 0 3,907,512

The fair value of own-used tangible fixed assets and investments in property is carried out by approved appraiser based on international rules and standards, considering comparative data of recent or past realized real estate prices in the wider real estate area if they exist or with the method of amortized replacement cost (DRC) as well as its special characteristics such as location, size, construction quality and maintenance condition.

The fair value of financial assets traded on active markets (i.e. shares, bonds, mutual funds), is defined based on the published prices in effect during the balance sheet date. A market is considered "Active" when there are available and revised prices in frequent intervals that are published by a stock exchange, broker, sector, rating agency or regulatory authority. Such financial instruments are included in level 1.

The fair value of financial assets not traded on active markets (i.e. over the counter derivative contracts) is defined using valuation techniques that are based primarily on available information for transactions carried out in active markets, while they use the least possible estimations by the entity. Such financial instruments are included in level 2.

If the valuation techniques are not based on available market information, then the financial instruments are included in level 3.

4.9 EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS

4.9.1 Segment Reporting

For administrative purposes, the Group is organized into five core business units: Beauty / Skin / Sun Care, Personal Care, Home Care Solutions, Private Label and Strategic Partnerships. Strategic Partnerships are further classified into the product categories of Mass Distribution and Selective Distribution. Management monitors the operating results of each business unit separately in accordance with "IFRS 8 - Operating Segments" in order to assessthe performance and support decision-making regarding the allocation of resources. The Group's results per business unit are presented as follows:

For the period 01/01/2025 - 30/06/2025:

Business Units Beauty/Skin/
Sun Care
Personal Care Home Care
Solutions
Private Label Strategic
Partnerships
Mass
Distribution
Selective
Distribution
Total
Income from external customers 54,958,271 50,749,645 101,690,364 25,594,500 71,286,354 47,050,599 24,235,755 304,279,133
Earnings before Interest & Tax (EBIT) 15,896,020 8,487,595 11,092,659 (739,761) 2,792,938 2,327,847 465,091 37,529,451
Interest income 87,144 80,471 161,245 40,584 113,035 74,605 38,429 482,478
Interest expenses (289,194) (267,048) (535,101) (134,680) (375,113) (247,583) (127,530) (1,601,135)
Earnings before tax 15,708,829 8,314,739 10,746,297 (826,937) 2,550,133 2,167,590 382,543 36,493,061
Income tax 3,081,769 1,631,191 2,108,216 0 500,287 425,239 75,047 7,321,463
Earnings / losses after tax 12,627,060 6,683,548 8,638,081 (826,937) 2,049,846 1,742,351 307,495 29,171,598
Depreciation / amortization 1,720,854 1,589,073 3,184,130 2,028,064 2,232,119 1,473,249 758,870 10,754,240
Earnings Before Interest, Taxes,
Depreciation and Amortization
17,616,874 10,076,668 14,276,789 1,288,303 5,025,057 3,801,096 1,223,961 48,283,692

For the period 01/01/2024 - 30/06/2024:

Business Units Beauty/Skin/
Sun Care
Personal Care Home Care
Solutions
Private Label Strategic
Partnerships
Mass
Distribution
Selective
Distribution
Total
Income from external customers 44,789,574 52,596,130 104,717,998 30,725,637 69,806,202 46,701,806 23,104,396 302,635,541
Earnings before Interest & Tax (EBIT) 9,264,840 7,490,349 12,610,364 (92,539) 2,563,111 2,356,491 206,620 31,836,125
Interest income 97,285 114,242 227,453 66,738 151,623 101,439 50,184 657,341
Interest expenses (382,524) (449,196) (894,342) (262,412) (596,178) (398,856) (197,323) (2,584,652)
Earnings before tax 9,002,466 7,182,245 11,996,933 (272,527) 2,154,191 2,082,915 71,276 30,063,309
Income tax 1,699,622 1,355,973 2,264,963 0 406,701 393,244 13,457 5,727,260
Earnings / losses after tax 7,302,844 5,826,272 9,731,970 (272,527) 1,747,490 1,689,671 57,820 24,336,049
Depreciation / amortization 1,342,014 1,575,920 3,137,629 1,749,553 2,091,579 1,399,310 692,269 9,896,695
Earnings Before Interest, Taxes,
Depreciation and Amortization
10,606,855 9,066,269 15,747,993 1,657,014 4,654,690 3,755,801 898,889 41,732,820

Notes:

  • The calculation of financial income & expenses and depreciation, amortization has been proportionately based on the sales of each business unit of the Group. The calculation of income tax is based proportionately on the earnings before tax of each of the Group's business unit.

The allocation of consolidated assets and liabilities to the Group's business units is analyzed as follows:

Group Beauty/Skin/Sun Care Personal Care Home Care Solutions Private Label Strategic Partnerships Mass Distribution Selective Distribution
30.06.2025 31.12.2024 30.06.2025 31.12.2024 30.06.2025 31.12.2024 30.06.2025 31.12.2024 30.06.2025 31.12.2024 30.06.2025 31.12.2024 30.06.2025 31.12.2024 30.06.2025 31.12.2024
Total Assets 621,077,856 600,268,594 103,839,787 57,202,876 95,887,884 110,795,637 192,136,789 201,751,453 94,522,845 87,384,628 134,690,551 143,134,000 88,898,796 94,252,169 45,791,755 48,881,831
Total Liabilities 242,567,352 225,361,027 42,815,625 22,532,485 39,536,865 43,642,930 79,222,588 79,470,859 25,456,142 23,333,587 55,536,132 56,381,165 36,655,098 37,126,379 18,881,034 19,254,786

Information by geographical region

The Group's sales by geographical region are analyzed as follows:

Geographical Region 01.01 -
30.06.2025
01.01 -
30.06.2024
Greece (includ. Portugal) 97,626,557 88,868,088
Greece (Domestic Market) 80,027,526 77,342,200
Greece (Selected International Markets & Portugal) 17,599,031 11,525,888
Poland 89,869,777 94,276,324
Poland (Branded Product Portfolio) 64,275,277 63,550,687
Poland (Private Label) 25,594,500 30,725,637
Romania 46,020,506 48,476,059
Czech-Slovakia 24,482,803 22,626,908
West Balkans* 18,856,680 19,640,341
Ukraine 10,488,852 12,001,483
Bulgaria 10,439,767 10,571,814
Hungary 6,494,191 6,174,524
Total 304,279,133 302,635,541

The Group's non-current assets by geographical region are analyzed as follows:

Geographical Region 30.06.2025 31.12.2024
Greece (includ. Portugal) 96,840,825 92,378,168
Greece (Domestic Market) 80,209,606 83,189,600
Greece (Selected International Markets & Portugal) 16,631,219 9,188,568
Poland 141,939,131 134,588,765
Poland (Branded Product Portfolio) 70,388,305 69,369,953
Poland (Private Label) 71,550,826 65,218,812
Cyprus 19,560,489 19,367,456
Czech-Slovakia 16,029,720 16,096,494
Ukraine 12,708,597 13,330,913
Romania 6,811,026 7,539,475
West Balkans* 2,047,520 1,865,883
Hungary 1,795,203 1,832,800
Bulgaria 1,501,189 1,558,868
France 633 633
Total 299,234,333 288,559,456

*The geographical region of West Balkans includes sales in Serbia, Bosnia-Herzegovina, North Macedonia, Slovenia and Croatia.

4.9.2 Investments in subsidiaries, associates

The Company's investments in subsidiaries are presented as follows:

Direct
Company participation Domicile 30.06.2025 31.12.2024
Gr.Sarantis SA
SARANTIS POLSKA S.A. 100.00% POLAND 110,822,868 106,071,382
IVYBRIDGE VENTURES LTD 100.00% CYPRUS 25,615,069 25,604,443
SARANTIS ROMANIA S.A. 89.96% ROMANIA 15,971,046 15,946,296
ASTRID T.M. A.S. 100.00% CZECH REPUBLIC 15,242,278 15,242,278
SARANTIS HUNGARY KFT. 100.00% HUNGARY 8,397,419 8,389,219
SARANTIS BELGRADE D.O.O 100.00% SERBIA 7,631,963 7,618,650
SARANTIS BULGARIA LTD 100.00% BULGARIA 4,451,840 4,439,246
SARANTIS CZECH REPUBLIC SRO 100.00% CZECH REPUBLIC 1,800,067 1,776,838
ZETAFIN LTD 100.00% CYPRUS 17,500 17,500
SARANTIS PORTUGAL LDA 100.00% PORTUGAL 5,000 5,000
ELODE FRANCE SARL 100.00% FRANCE 0 0
SARANTIS FRANCE SARL 100.00% FRANCE 0 0
Total Invalid member : ITIES #Error - Invalid Member Name: ITIES 189,955,049 185,110,851

The movement of the Company's participations in subsidiaries are analyzed as follows:

Company 30.06.2025 31.12.2024
Opening Balance 185,110,851 184,945,932
Acquisitions 130,663 164,919
Share capital increase 4,713,535 0
Closing balance 189,955,049 185,110,851

The €4.7 mil. share capital increase carried out in 2025 reflects the Company's participation in the capital increase of its subsidiary, Sarantis Polska S.A.

In parallel, the additions recorded to the Company's participations amounting to €130.7 thous. (31/12/2024: €164.9 thous.) concern the recognition of part of the reward (remuneration) in the form of benefits based on Company's shares through the Performance Stock Awards Program granted to the executives of the Group's subsidiaries.

Sale of subsidiary Stella Pack Ukraine LLC

On February 18, 2025, the Company completed the sale of 79% of the shares of its subsidiary Stella Pack Ukraine LLC, which had been classified as 'Assets held for sale' as of December 31, 2024. The transaction was concluded for a total consideration of €500 thous., which was fully collected within the same month.

At the date of disposal, the subsidiary's net assets had a carrying amount of €780 thous., corresponding to the fair value less costs to sell already recognized in the 2024 financial year. The non-controlling interest (NCI) amounted to €280 thous.

As a result, no additional accounting loss was recognized at Group level. However, an amount of €53 thous. relating to accumulated exchange differences was reclassified from other comprehensive income to the income statement and recorded as a loss for the period (see Note 4.3)

4.9.3 Goodwill

The goodwill of the Group and the Company are analyzed as follows:

Amounts in Euros Group Company
Balance as at 1.1.2025 14,298,868 1,100,000
Foreign exchange differences 28,739 0
Balance as at 30.06.2025 14,327,607 1,100,000
Amounts in Euros Group Company
Balance as at 1.1.2024 7,771,991 1,100,000
Acquisitions 6,983,171 0
Impairments (544,744) 0
Foreign exchange differences 88,450 0
Balance as at 31.12.2024 14,298,868 1,100,000

4.9.4 Inventories

The inventories are analyzed as follows:

Group 30.06.2025 31.12.2024
Merchandise and products 106,204,708 91,023,887
Raw materials and packaging 25,877,159 21,107,443
Impairment due to obsolescence (1,135,519) (1,062,073)
Total 130,946,348 111,069,257
Company 30.06.2025 31.12.2024
Merchandise and products 35,810,781 32,391,444
Raw materials and packaging 13,346,128 13,113,338
Impairment due to obsolescence (484,299) (290,000)

The inventories of the Group and the Company are free of pledges.

The analysis of the provision for the impairment due to obsolescence is as follows:

Group 30.06.2025 31.12.2024
Opening Balance 1,062,073 233,122
Additions due to acquisition 0 759,233
Provision 592,144 3,444,676
Use of provision (513,852) (3,240,195)
Provision reserve 0 (135,591)
Foreign exchange differences (4,846) 828
Closing balance 1,135,519 1,062,073
Company 30.06.2025 31.12.2024
Opening Balance 290,000 0
Provision 194,299 1,378,969
Use of provision 0 (1,088,969)
Closing balance 484,299 290,000

4.9.5 Trade and other receivables

The trade receivables account is analyzed as follows:

Group 30.06.2025 31.12.2024
Trade receivables 124,854,914 103,007,451
Minus provisions (3,554,169) (3,184,912)
Net trade receivables 121,300,745 99,822,539
Checks and notes receivable 29,764,357 17,510,380
Minus provisions (2,400,000) (2,400,000)
Net checks and notes receivable 27,364,357 15,110,380
Total 148,665,102 114,932,919
Company 30.06.2025 31.12.2024
Trade receivables 47,051,647 33,521,054
Minus provisions
Net trade receivables
(1,892,682)
45,158,965
(1,529,630)
31,991,424
Checks and notes receivable 27,646,804 15,842,489
Minus provisions (2,400,000) (2,400,000)
Net checks and notes receivable 25,246,804 13,442,489

The increase in trade receivables in the Group is largely due to seasonality and will smooth out in the second half of the year.

The other short-term receivables are analyzed as follows:

Group 30.06.2025 31.12.2024
Accounts receivable in legal contest 38,672 319,707
Sundry debtors 5,757,077 26,426,065
Advances to Suppliers for Goods 1,842,906 3,929,395
Deferred expenses and accrued income 5,452,621 3,221,565
Short-term Receivables from employees 85,521 30,466
Minus provisions (38,672) (290,924)
Total 13,138,126 33,636,275
Company 30.06.2025 31.12.2024
Accounts receivable in legal contest 0 276,761
Sundry debtors 1,430,095 2,613,636
Receivables from dividends 19,747,444 37,454,944
Advances to Suppliers for Goods 1,052,242 3,094,931
Deferred expenses and accrued income 3,732,674 1,560,213
Short-term Receivables from employees 84,095 30,466
Minus provisions 0 (247,977)

The analysis of the provision for both Trade and Other short-term receivables is as follows:

Group 30.06.2025 31.12.2024
Opening Balance 5,875,836 6,089,439
Additions for the year 223,067 687,942
Receivables written off (29,182) (1,187,344)
Amounts offset (6,620) (163,065)
Foreign exchange differences (70,260) (22,525)
Additions due to acquisition 0 472,259
Reclassification to assets held for sale 0 (871)
Closing balance 5,992,841 5,875,836
Company 30.06.2025 31.12.2024
Opening Balance 4,177,607 4,833,937
Additions for the year 115,076 477,023
Receivables written off 0 (1,029,250)
Amounts offset 0 (104,103)
Closing balance 4,292,682 4,177,607

The Other long-term receivables are analyzed as follows:

Group 30.06.2025 31.12.2024
Other long-term receivables 19,953,198 19,734,874
Other long-term receivables 19,953,198 19,734,874
Company 30.06.2025 31.12.2024
Other long-term receivables 76,340 74,540

The main part of the item "Other long-term receivables" of the Group relates to the second installment of the discounted receivable arising from the sale of the Company's participation in ELCA Cosmetics Ltd and its subsidiaries with an amount of € 20.6 mil. expected to be collected according to schedule in January 2028.

4.9.6 Cash & cash equivalents

Cash & cash equivalents represent cash in hand of the Group and Company and bank deposits available at first demand, which are analyzed as follows:

Group 30.06.2025 31.12.2024
Cash in hand 42,609 134,112
Bank deposits 25,143,827 47,222,553
Total 25,186,436 47,356,665
Company 30.06.2025 31.12.2024
Cash in hand 30,239 126,571
Bank deposits 6,513,835 7,089,660

4.9.7 Financial Assets at Fair Value through Results

Group Company
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Opening Balance 3,609,955 2,955,187 3,609,955 2,955,187
Acquisitions 740,645 2,340,938 740,645 2,340,938
Cost of disposals (627,550) (1,746,318) (627,550) (1,746,318)
Fair value adjustments 184,462 60,148 184,462 60,148
Closing balance 3,907,512 3,609,955 3,907,512 3,609,955

The above items are placements with a short-term investment horizon that are traded on active market.

4.9.8 Trade and other liabilities

The trade liabilities of the Group and the Company are analyzed as follows:

Group 30.06.2025 31.12.2024
Suppliers 81,220,054 76,576,590
Supplier finance arrangements (reverse factoring) 10,198,565 7,026,394
Checks payable 0 1,277,027
Total 91,418,619 84,880,011
Company 30.06.2025 31.12.2024
Suppliers 36,568,694 36,552,665
Supplier finance arrangements (reverse factoring) 4,918,939 3,542,057
Checks payable 0 1,277,027

The other liabilities of the Group and the Company are analyzed as follows:

Group 30.06.2025 31.12.2024
Social security funds 2,577,471 3,245,482
Customer prepayments 1,403,213 2,070,738
Long-term liabilities payable in the following year 24,742 24,562
Government grants 538,739 543,316
Dividends payable 38,428 28,906
Deferred income 1,103,356 1,347,516
Αccrued expenses 12,077,099 8,499,187
Sundry creditors 2,273,164 1,902,603
Other Taxes Payable 8,546,357 3,684,093
Total 28,582,570 21,346,405
Company
Social security funds
30.06.2025
834,095
31.12.2024
1,670,798
Customer prepayments 2,966,921 3,054,349
Short-term liabilities towards Related Companies 543,237 514,767
Dividends payable 38,428 28,906
Deferred income 582,805 359,830
Αccrued expenses 6,073,250 3,324,659
Sundry creditors 44,885 116,648
Other Taxes Payable 4,241,007 2,170,128

4.9.9 Provisions and other long - term liabilities

The provisions and other long-term liabilities are analyzed as follows:

Group 30.06.2025 31.12.2024
Long-term Government Grants 7,713,447 7,921,175
Other provisions 2,867,959 2,772,834
Other long-term liabilities 313,334 334,785
Total 10,894,741 11,028,794

The long-term grants for the Group relate to the subsidy of mechanical equipment at the subsidiary company Polipak.

It is noted that part of the other provisions concerns the provision for contractual obligations arising from the sale of the Group's 49% stake in the company ELCA Cosmetics Ltd and its subsidiaries.

The provisions analysis is as follows:

Group 30.06.2025 31.12.2024
Opening Balance 2,772,834 2,129,435
Additions for the year 132,083 607,981
Use of provision (30,166) (604,640)
Amounts offset 0 (446,318)
Foreign exchange differences (6,791) 8,347
Additions due to acquisition 0 1,098,603
Reclassification to liabilities directly associated 0 (20,575)
with the assets held for sale
Closing balance 2,867,959 2,772,834

4.9.10 Loans

Loans are analyzed as follows:

Group Company
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Short-term loans 35,729,766 9,883,446 31,754,517 9,883,446
Bank loans 4,815,249 4,110,000 840,000 4,110,000
Bond Loans 30,914,517 5,773,446 30,914,517 5,773,446
Long-term loans 26,203,882 49,558,789 35,203,882 58,558,789
Bank loans 4,160,000 4,890,000 4,160,000 4,890,000
Bond Loans 22,043,882 44,668,789 22,043,882 44,668,789
Long-term Liabilities to Subsidiaries 0 0 9,000,000 9,000,000
Total 61,933,648 59,442,235 66,958,399 68,442,235

As of June 30, 2025, the Group's loans consist exclusively of bank and bond loans.

During the first half of 2025, the Company repaid installments of €2.1 mil. on a bond loan granted by Eurobank S.A. with an initial approved amount of €20 mil., of €1.5 mil. on a bond loan granted by the National Bank of Greece (NBG) (initial approved amount €12 mil.) and of €0.3 mil. on a bond loan granted by the same bank (initial approved amount €9.3 mil.). In addition, the Company repaid bank loans amounting to €2 mil. to NBG and €4 mil. to Eurobank S.A.

In the first half of 2025, a bond loan of €5 mil. was granted to the Company by Alpha Bank (initial approved amount €35 mil.). Additionally, a bond loan of €1.4 mil. was granted to the Company by NBG (initial approved amount €9.3 mil.), while an additional bank loan of €2 mil. was granted by Eurobank S.A.

In parallel, the subsidiary Sarantis Polska S.A. utilized bank overdraft facilities amounting to €2.1 mil. with Millennium Bank Polska S.A. and €1.9 mil. with BNP Paribas Bank Polska S.A., as of 30 June 2025.

It should be noted that the variation between short-term and long-term bond loans as of June 30, 2025, primarily reflects the reclassification of €29 mil. from long-term to short-term borrowings, due to maturities falling within the next fiscal year.

Additionally, the Company has terminated its agreement with Hellenic Bank Public Company Ltd regarding a €12.1 mil. bond loan intended to finance investment projects, as well as its agreement with EBRD concerning a €7.9 mil. bank loan.

At the same time, the terms of the Common Bond Loans with Alpha Bank (Series A: €15 mil. out of a total of €35 mil.) and Eurobank S.A. (Series B: €30 mil. out of a total of €40 mil.) were amended to extend the availability period for the redemption of all bonds until 31 December 2025.

There are no pledges on the Group's and Company's loans.

4.9.11 Income Tax

Group Company
01.01- 01.01- 01.01- 01.01-
30.06.2025 30.06.2024 30.06.2025 30.06.2024
Income tax for the period (8,886,499) (7,413,632) (3,035,595) (1,228,779)
Deferred tax 1,565,036 1,686,372 229,073 209,291
Total (7,321,463) (5,727,260) (2,806,521) (1,019,489)

The Company's income tax rate for both 2025 and 2024 is 22%. The increase in the effective tax rate is mainly attributable to the impact of intra-group dividends, which are exempt from income tax.

The Group's effective tax rate rose, primarily due to the higher contribution of the Company's results to the Group's overall profitability.

The Company has obtained tax compliance certificates with the auditor's consent for each fiscal year from 2011 to 2023, in accordance with Greek tax legislation (2011-2013 under the provisions of Article 82 of Law 2238/1994 and 2014 - 2023 under the provisions of Article 65A of Law 4174/2013).

It is noted that as of 31/12/2024, the fiscal years up to 31/12/2018 have been time-barred according to the provisions of paragraph 1, Article 36 of Law 4174/2013.

With regards to the fiscal year 2024, the Company is subject to the tax audit of the Certified Auditors stipulated by the provisions of article 78 and 83, par. 54 of Law 5104/2024. The audit is under progress and the relevant tax certificate is expected to be granted after the release of the interim condensed financial statements for the period 01/01 - 30/06/2025. The Management of the Company does not anticipate the emergence of any significant tax liabilities apart from those already depicted in the financial statements.

4.9.11.1 Unaudited tax years

The table below presents the years for which the tax audit of the Group's companies has not been conducted or completed:

Company Domicile Unaudited tax
years
GR. SARANTIS S.A. GREECE 2019 - 2024
SARANTIS BULGARIA LTD BULGARIA 2018 - 2024
SARANTIS ROMANIA S.A. ROMANIA 2019 - 2024
SARANTIS BELGRADE D.O.O. SERBIA 2019 - 2024
SARANTIS BANJA LUKA D.O.O. BOSNIA-HERZEGOVINA 2022 - 2024
SARANTIS LJUBLJANA D.O.O. SLOVENIA 2022 - 2024
SARANTIS ZAGREB D.O.O. CROATIA -
SARANTIS SKOPJE D.O.O. N.MACEDONIA 2019 - 2024
SARANTIS POLSKA S.A. POLAND 2018 - 2024
POLIPAK SP. Z.O.O. POLAND 2018 - 2024
STELLA PACK S.A. POLAND 2018 - 2024
SARANTIS CZECH REPUBLIC SRO CZECH REPUBLIC 2021 - 2024
SARANTIS HUNGARY KFT. HUNGARY 2020 - 2024
ZETAFIN LTD CYPRUS 2019 - 2024
ELODE FRANCE S.A.R.L FRANCE 2011 - 2024
SARANTIS FRANCE S.A.R.L FRANCE 2011 - 2024
SARANTIS PORTUGAL LDA PORTUGAL 2020 - 2024
ASTRID T.M. A.S. CZECH REPUBLIC 2021 - 2024
SARANTIS SLOVAKIA S.R.O SLOVAKIA 2019 - 2024
IVYBRIDGE VENTURES LTD CYPRUS 2019 - 2024
ERGOPACK LLC UKRAINE 2023 - 2024

4.9.12 Financial Income / (Expenses)

The financial income / (expenses) are analyzed as follows:

Group 01.01-
30.06.2025
01.01-
30.06.2024
Interest expense (1,090,908) (2,098,320)
Interest expense on leasing (510,226) (486,332)
Interest income 482,478 657,341
Foreign exchange differences (272,404) 201,132
Income and gain from sale of participations &
securities
368,284 137,003
Loss from sale of participations & securities (10,947) (27,663)
Other financial expenses (2,666) (97,765)
Total (1,036,390) (1,714,604)

01.01- 01.01-
Company 30.06.2025 30.06.2024
Interest expense (1,236,085) (2,030,141)
Interest expense on leasing (162,462) (152,402)
Interest income 38,068 14,130
Foreign exchange differences (14,715) (15,351)
Income and gain from sale of participations &
securities
368,284 137,003
Loss from sale of participations & securities (10,947) (27,663)
Dividends from subsidiaries 26,296,363 21,790,308
Other financial income 21,057 (177,896)
Total 25,299,562 19,537,989

4.9.13 Share Capital

Share Capital
Number of shares Nominal value of
shares
Share capital Share premium Total
30.06.2025 63,700,000 0.78 49,686,000 40,676,356 90,362,356
31.12.2024 66,850,563 0.78 52,143,439 40,676,356 92,819,795
31.12.2023 66,850,563 0.78 52,143,439 40,676,356 92,819,795

On 16 June 2025, the Company proceeded with a share capital reduction through the cancellation of 3,150,563 treasury shares, pursuant to the resolution of the Extraordinary General Meeting of Shareholders dated 11 June 2025. Following this reduction, the Company's share capital amounts to €49,686,000.00 and is divided into 63,700,000 common registered shares with voting rights, each with a nominal value of €0.78. As a result of the cancellation of the treasury shares, the share capital decreased by €2.46 mil. (corresponding to their nominal value), the treasury share reserve decreased by €29.35 mil. and the difference of €26.89 mil. was recognized in the retained earnings.

4.9.14 Earnings per share

Earnings per share were calculated according to the weighted average number of shares after the deduction of the weighted average number of treasury shares held by the Company.

Group Company
01.01 -
30.06.2025
01.01 -
30.06.2024
01.01 -
30.06.2025
01.01 -
30.06.2024
Earnings after tax attributed to the owners of the
Company
29,171,598 24,315,585 35,859,031 24,649,100
Weighted average number of shares 63,763,814 64,927,574 63,763,814 64,927,574
Basic earnings per share (€) 0.4575 0.3745 0.5624 0.3796
Diluted earnings per share (€) 0.4575 0.3745 0.5624 0.3796

4.9.15 Dividends

For the period ended on June 30, 2025:

The Annual General Meeting of Shareholders during its meeting on 28/04/2025 approved the distribution of a dividend of €0.2991747429 per share or a total amount of €20 mil. According to the legislation in force, the dividend corresponding to the 3,136,063 shares held by the Company on the record date, is applied to the dividend paid out to the other shareholders and hence the gross amount of dividend is increased to €0.3139002896 per share.

For the period ended on June 30, 2024:

The Annual General Meeting of Shareholders during its meeting on 23/04/2024 approved the distribution of a dividend of €0.2243810572 per share or a total amount of €15 mil. According to the legislation in force, the dividend corresponding to the 1,995,808 treasury shares held by the Company on the record date, is applied to the dividend paid out to the other shareholders and hence the gross amount of dividend is increased to €0.231286048 per share.

4.9.16 Treasury Shares

During the first half of 2025, the Company proceeded to the purchase of 234,676 treasury shares at an average purchase price of 12.09 Euros per share, for a total amount of €2.838.412,7.

Taking into account the 2,957,189 treasury shares already held by the Company as of 31 December 2024, as well as the cancellation of 3,150,563 treasury shares resolved by the Extraordinary General Meeting of Shareholders on 11 June 2025 and implemented on 19 June 2025, the Company held a total of 41,302 treasury shares as of 30 June 2025. These treasury shares have a nominal value of €0.78 each and an average acquisition price of €12.71 per share, representing a total investment of €524,959.76. The treasury shares held correspond to 0.06% of the Company's share capital.

4.9.17 Table of changes in fixed assets

4.9.17.1 Group

The own-used tangible fixed assets and the investment property, as of December 31, 2024, and June 30, 2025, are as follows:

Land - fields Buildings,
building facilities
and technical
projects
Investment
property
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Fixed assets
under
construction and
prepayments
Total
Acquisition cost 1.1.2024 12,945,395 77,970,785 8,567,559 68,834,483 3,496,103 16,452,625 4,540,646 192,807,595
Acquisitions 519,742 172,083 691,363 1,157,012 323,533 1,077,558 8,895,671 12,836,962
Reclassifications (245,840) 1,098,382 385,509 3,494,263 189,903 142,349 (6,041,187) (976,621)
Due to acquisition of subsidiary 1,516,963 8,767,505 1,125,938 26,625,514 2,540,732 773,213 586,331 41,936,196
Revaluation 1,226,871 11,688,744 (128,323) (91,684) 0 (14,881) (577) 12,680,150
Write-offs 0 (103,122) 0 (1,485,173) (166,154) (997,931) (299,477) (3,051,857)
Cost of disposals 0 0 (604,286) (466,566) (546,996) (26,798) 0 (1,644,645)
Reclassification to assets held for sale 0 (109,401) 0 (111,270) (32,477) (18,060) (700) (271,909)
Foreign exchange differences 63,332 216,514 122,342 647,787 38,732 31,714 62,292 1,182,713
Value as at 31.12.2024 16,026,463 99,701,490 10,160,103 98,604,364 5,843,377 17,419,788 7,742,999 255,498,584

Land - fields Buildings,
building facilities
and technical
projects
Investment
property
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Fixed assets
under
construction and
prepayments
Total
Depreciations 1.1.2024 0 36,032,575 1,811,885 29,870,860 2,070,899 11,911,795 0 81,698,014
Depreciations for the Period 0 2,795,099 0 6,201,458 617,430 1,407,993 0 11,021,981
Due to acquisition of subsidiary 0 2,245,881 225,912 15,595,220 1,665,684 283,487 0 20,016,185
Revaluation 0 7,755,692 (26,472) (78,484) 0 (13,926) 0 7,636,810
Depreciations of reclassifications 0 (67,025) 67,025 (603) 0 603 0 0
Depreciation on write-offs 0 (70,675) 0 (1,457,532) (155,134) (985,724) 0 (2,669,064)
Depreciation of disposals 0 0 (179,447) (409,696) (495,820) (22,373) 0 (1,107,336)
Reclassification to assets held for sale 0 (31,488) 0 (95,250) (32,477) (16,901) 0 (176,116)
Foreign exchange differences 0 (40,715) 32,479 171,458 13,982 17,099 0 194,302
Depreciations 31.12.2024 0 48,619,342 1,931,382 49,797,433 3,684,565 12,582,053 0 116,614,775
Net book value as at 31.12.2024 16,026,463 51,082,148 8,228,721 48,806,931 2,158,812 4,837,735 7,742,999 138,883,808
Land - fields Buildings,
building facilities
and technical
projects
Investment
property
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Fixed assets
under
construction and
prepayments
Total
Acquisition cost 1.1.2025 16,026,463 99,701,490 10,160,103 98,604,364 5,843,377 17,419,788 7,742,999 255,498,584
Acquisitions 1,001,992 37,368 0 157,548 48,997 978,537 12,420,819 14,645,261
Reclassifications 1,087 104,945 0 2,186,097 60,221 677,233 (3,065,277) (35,693)
Revaluation (480,379) (128,908) (2,615,178) 0 0 0 0 (3,224,464)
Write-offs 0 (20,798) 0 (434,975) (3,457) (27,590) (45,010) (531,829)
Cost of disposals 0 (10,265) 0 (52,217) (918,225) (16,922) 0 (997,629)
Foreign exchange differences 28,838 (311,785) 57,012 (15,394) 8,600 16,027 2,445 (214,257)
Value as at 30.6.2025 16,578,001 99,372,047 7,601,937 100,445,424 5,039,514 19,047,074 17,055,976 265,139,973
Land - fields Buildings,
building facilities
and technical
projects
Investment
property
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Fixed assets
under
construction and
prepayments
Total
Depreciations 1.1.2025 0 48,619,342 1,931,382 49,797,433 3,684,565 12,582,053 0 116,614,775
Depreciations for the Period 0 1,609,438 0 3,142,543 248,194 898,425 0 5,898,600
Revaluation 0 (119,063) (790,054) 0 0 0 0 (909,117)
Depreciations of reclassifications 0 0 0 (424,173) (35,592) 459,765 0 0
Depreciation on write-offs 0 (20,798) 0 (349,898) 2,831 (23,301) 0 (391,166)
Depreciation of disposals 0 (6,775) 0 (31,862) (828,091) (9,956) 0 (876,684)
Foreign exchange differences 0 (195,812) 16,124 (169,128) (4,990) 6,581 0 (347,224)
Depreciations 30.6.2025 0 49,886,332 1,157,452 51,964,915 3,066,918 13,913,568 0 119,989,184
Net book value as at 30.6.2025 16,578,001 49,485,715 6,444,485 48,480,509 1,972,596 5,133,506 17,055,976 145,150,788

During the first half of 2025, additions to fixed assets under construction and prepayments amounted to a total of €12.4 mil., mainly relating to the acquisition of machinery and equipment in the Company of €2.7 mil., in the subsidiary Polipak SP.Z.O.O of €3.5 mil, as well as in the subsidiary Stella Pack S.A. in Poland of €3.8 mil.

It is noted that during the first half of 2025, an independent appraiser carried out an valuation of the land, buildings and investment properties of the subsidiaries Sarantis Polska S.A. and Polipak SP.Z.O.O in Poland, which resulted in a decrease of €1.8 mil.

Income from leases and direct operating expenses are analyzed as follows:

Group 01.01 -
30.06.2025
01.01 -
30.06.2024
Rental income from investment property 99,996 100,115
Direct operating expenses arising from investment
property that generated rental income during the
period
70,269 57,249
Direct operating expenses arising from investment
property that did not generate rental income during
the period 117,123 124,377

Regarding the property of the Group's subsidiary, Polipak SP.Z.O.O., it is noted that it is not being leased in its entirety.

The intangible assets of the Group as of December 31, 2024, and June 30, 2025, are as follows:

Trademarks Development
Expenses
Other Intangible
Assets
Total
Acquisition cost 1.1.2024 62,252,309 814,261 16,636,326 79,702,897
Acquisitions 34,334,242 0 5,528,424 39,862,666
Reclassifications 0 0 976,621 976,621
Due to acquisition of subsidiary 0 0 841,174 841,174
Revaluation 0 0 (5,438) (5,438)
Write-offs (539,817) 0 (197,826) (737,643)
Reclassification to assets held for sale 0 0 (6,599) (6,599)
Foreign exchange differences 106,235 14,208 3,699 124,142
Value as at 31.12.2024 96,152,969 828,470 23,776,381 120,757,820
Trademarks Development
Expenses
Other Intangible
Assets
Total
Depreciations 1.1.2024 12,652,401 19,555 9,767,843 22,439,798
Depreciations for the Period 1,874,863 81,726 1,809,829 3,766,417
Due to acquisition of subsidiary 0 0 552,766 552,766
Revaluation 0 0 (2,130) (2,130)
Depreciation on write-offs (210,937) 0 (197,824) (408,761)
Reclassification to assets held for sale 0 0 (2,585) (2,585)
Foreign exchange differences (9,599) 901 10,018 1,320
Depreciations 31.12.2024 14,306,728 102,181 11,937,918 26,346,827
Net book value as at 31.12.2024 81,846,241 726,288 11,838,464 94,410,993

Trademarks Development
Expenses
Other Intangible
Assets
Total
Acquisition cost 1.1.2025 96,152,969 828,470 23,776,381 120,757,820
Acquisitions 0 0 5,419,712 5,419,712
Reclassifications 0 0 35,693 35,693
Write-offs 0 0 (47,779) (47,779)
Foreign exchange differences 433,207 5,941 (50,479) 388,670
Value as at 30.6.2025 96,586,176 834,411 29,133,528 126,554,116
Trademarks Development
Expenses
Other Intangible
Assets
Total
Depreciations 1.1.2025 14,306,728 102,181 11,937,918 26,346,827
Depreciations for the Period 940,270 41,589 947,768 1,929,628
Depreciation on write-offs 0 0 (91) (91)
Foreign exchange differences 29,185 513 (15,085) 14,613
Depreciations 30.6.2025 15,276,183 144,283 12,870,510 28,290,976
Net book value as at 30.6.2025 81,309,994 690,128 16,263,018 98,263,140

During the first half of 2025, additions to other intangible assets primarily reflect the Group's investments related to its digital transformation plan.

The total of reclassifications resulting from the above tables of own-used tangible fixed assets and intangible assets is zero.

The fixed assets of the Group and the Company are free of encumbrances.

The right of use assets for the Group as of December 31, 2024, and June 30, 2025, are as follows:

Land - fields Buildings,
building facilities
and technical
projects
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Total
Acquisition cost 1.1.2024 228,562 24,587,224 22,148 8,055,351 90,342 32,983,627
Acquisitions 0 1,803,224 0 4,498,383 0 6,301,608
Due to acquisition of subsidiary 0 5,222,590 0 0 0 5,222,590
Revaluation 0 (27,296) 0 0 0 (27,296)
Write-offs (92,655) (3,573,825) 0 (2,312,730) 0 (5,979,210)
Reclassification to assets held for sale 0 (33,127) 0 0 0 (33,127)
Foreign exchange differences (7,956) 63,531 389 (9,731) 9 46,242
Value as at 31.12.2024 127,951 28,042,322 22,537 10,231,273 90,351 38,514,434
Land - fields Buildings,
building facilities
and technical
projects
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Total
Depreciations 1.1.2024 35,916 11,610,263 6,184 3,249,225 63,526 14,965,114
Depreciations for the Period 5,012 4,087,989 4,472 2,285,831 12,931 6,396,236
Due to acquisition of subsidiary 0 553,427 0 0 0 553,427
Revaluation 0 (14,063) 0 0 0 (14,063)
Depreciation on write-offs 0 (1,743,638) 0 (2,207,201) 0 (3,950,838)
Reclassification to assets held for sale 0 (17,067) 0 0 0 (17,067)
Foreign exchange differences (1,459) 38,734 144 (4,670) 8 32,757
Depreciations 31.12.2024 39,470 14,515,646 10,800 3,323,185 76,465 17,965,565
Net book value as at 31.12.2024 88,482 13,526,676 11,737 6,908,088 13,887 20,548,869
Land - fields Buildings,
building facilities
and technical
projects
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Total
Acquisition cost 1.1.2025 127,951 28,042,322 22,537 10,231,273 90,351 38,514,434
Acquisitions 26,704 778,153 10,089 1,112,683 0 1,927,630
Write-offs 0 (23,492) (22,759) (240,220) 0 (286,471)
Foreign exchange differences (14,548) (57,488) 197 (18,336) (1,843) (92,019)
Value as at 30.6.2025 140,108 28,739,495 10,064 11,085,400 88,508 40,063,574
Land - fields Buildings,
building facilities
and technical
projects
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Total
Depreciations 1.1.2025 39,470 14,515,646 10,800 3,323,185 76,465 17,965,565
Depreciations for the Period 3,106 1,894,392 2,281 1,313,605 6,356 3,219,740
Depreciation on write-offs 0 (23,492) (12,803) (155,038) 0 (191,332)
Foreign exchange differences (4,140) (55,707) 105 (14,089) (1,651) (75,482)
Depreciations 30.6.2025 38,436 16,330,839 383 4,467,663 81,170 20,918,491
Net book value as at 30.6.2025 101,671 12,408,656 9,681 6,617,737 7,338 19,145,083

4.9.17.2 Company

The own-used tangible fixed assets and the investment property, as of December 31, 2024, and June 30, 2025, are as follows:

Land - fields Buildings,
building facilities
and technical
projects
Investment
property
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Fixed assets
under
construction and
prepayments
Total
Acquisition cost 1.1.2024 10,312,279 52,583,259 2,145,898 25,013,866 1,092,102 14,444,639 2,626,134 108,218,178
Acquisitions 0 148,859 0 772,597 190,205 1,032,807 1,986,418 4,130,886
Reclassifications 0 142,077 0 1,547,885 0 0 (2,609,473) (919,510)
Revaluation 125,721 11,046,807 (61,542) 0 0 0 0 11,110,987
Write-offs 0 (58,971) 0 (233,810) (16,638) (983,388) (259,506) (1,552,312)
Cost of disposals 0 0 0 (10,895) 0 (26,211) 0 (37,106)
Value as at 31.12.2024 10,438,000 63,862,032 2,084,356 27,089,644 1,265,669 14,467,848 1,743,574 120,951,122
Land - fields Buildings,
building facilities
and technical
projects
Investment
property
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Fixed assets
under
construction and
prepayments
Total
Depreciations 1.1.2024 0 32,426,712 390 14,952,557 929,303 10,844,544 0 59,153,506
Depreciations for the Period 0 1,868,368 0 1,561,215 64,418 1,079,936 0 4,573,937
Revaluation 0 7,567,015 0 0 0 0 0 7,567,015
Depreciation on write-offs 0 (58,970) 0 (233,794) (16,637) (971,325) 0 (1,280,726)
Depreciation of disposals 0 0 0 (10,895) 0 (21,976) 0 (32,871)
Depreciations 31.12.2024 0 41,803,126 390 16,269,082 977,084 10,931,180 0 69,980,862
Net book value as at 31.12.2024 10,438,000 22,058,906 2,083,967 10,820,562 288,584 3,536,668 1,743,574 50,970,261

Land - fields Buildings,
building facilities
and technical
projects
Investment
property
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Fixed assets
under
construction and
prepayments
Total
Acquisition cost 1.1.2025 10,438,000 63,862,032 2,084,356 27,089,644 1,265,669 14,467,848 1,743,574 120,951,122
Acquisitions 0 26,056 0 49,936 45,540 929,661 2,673,950 3,725,143
Reclassifications 0 0 0 0 0 5,948 (35,648) (29,700)
Revaluation 0 0 (59,726) 0 0 0 0 (59,726)
Write-offs 0 0 0 0 0 (1,897) 0 (1,897)
Cost of disposals 0 0 0 0 0 (16,823) 0 (16,823)
Value as at 30.6.2025 10,438,000 63,888,088 2,024,631 27,139,580 1,311,209 15,384,738 4,381,876 124,568,121
Land - fields Buildings,
building facilities
and technical
projects
Investment
property
Machinery,
technical
installations and
other
equipment
Vehicles Furniture and
other
equipment
Fixed assets
under
construction and
prepayments
Total
Depreciations 1.1.2025 0 41,803,126 390 16,269,082 977,084 10,931,180 0 69,980,862
Depreciations for the Period 0 1,139,194 0
802,701
37,110 683,339 0 2,662,345
Depreciation on write-offs 0 0 0
0
0 (848) 0 (848)
Depreciation of disposals 0 0 0
0
0 (9,882) 0 (9,882)
Depreciations 30.6.2025 0 42,942,320 390 17,071,784 1,014,195 11,603,788 0 72,632,476
Net book value as at 30.6.2025 10,438,000 20,945,767 2,024,241 10,067,796 297,014 3,780,949 4,381,876 51,935,644

Income from leases and direct operating expenses are analyzed as follows:

Company 01.01 -
30.06.2025
01.01 -
30.06.2024
Rental income from investment property 59,726 58,212
Direct operating expenses arising from investment
property that generated rental income during the
period
0 0
Direct operating expenses arising from investment
property that did not generate rental income during
the period 0 0

The intangible assets of the Company as of December 31, 2024, and June 30, 2025, are as follows:

Trademarks Other Intangible
Assets
Total
Acquisition cost 1.1.2024 32,341,953 9,810,658 42,152,611
Acquisitions 0 5,432,668 5,432,668
Reclassifications 0 919,510 919,510
Write-offs (328,880) (182,546) (511,426)
Value as at 31.12.2024 32,013,073 15,980,291 47,993,364
Trademarks Other Intangible
Assets
Total
Depreciations 1.1.2024 7,730,232 6,178,337 13,908,569
Depreciations for the Period 582,841 1,079,664 1,662,506
Depreciation on write-offs 0 (182,544) (182,544)
Depreciations 31.12.2024 8,313,073 7,075,458 15,388,531
Net book value as at 31.12.2024 23,700,000 8,904,833 32,604,833

Trademarks Other Intangible
Assets
Total
Acquisition cost 1.1.2025 32,013,073 15,980,291 47,993,364
Acquisitions 0 5,167,502 5,167,502
Reclassifications 0 29,700 29,700
Value as at 30.6.2025 32,013,073 21,177,493 53,190,566
Trademarks Other Intangible
Assets
Total
Depreciations 1.1.2025 8,313,073 7,075,458 15,388,531
Depreciations for the Period 287,424 573,916 861,339
Depreciations 30.6.2025 8,600,497 7,649,374 16,249,870
Net book value as at 30.6.2025 23,412,576 13,528,119 36,940,696

During the first half of 2025, additions to other intangible assets primarily reflect the Company's investments related to its digital transformation plan.

The total of reclassifications resulting from the above tables of own-used tangible fixed assets and intangible assets is zero.

The fixed assets of the Company are free of encumbrances.

The right of use assets for the Company as of December 31, 2024, and June 30, 2025, are as follows:

Buildings,
building facilities
and technical
projects
Vehicles Total
Acquisition cost 1.1.2024 13,772,193 2,824,737 16,596,930
Acquisitions 104,959 595,662 700,621
Write-offs (2,705,387) (143,191) (2,848,578)
Value as at 31.12.2024 11,171,766 3,277,208 14,448,973

Buildings,
building facilities
and technical
projects
Vehicles Total
Depreciations 1.1.2024 5,279,406 414,103 5,693,509
Depreciations for the Period 1,542,618 791,057 2,333,675
Depreciation on write-offs (1,077,039) (118,566) (1,195,605)
Depreciations 31.12.2024 5,744,985 1,086,594 6,831,579
Net book value as at 31.12.2024 5,426,780 2,190,614 7,617,394
Buildings,
building facilities
and technical
projects
Vehicles Total
Acquisition cost 1.1.2025 11,171,766 3,277,208 14,448,973
Acquisitions 0 265,634 265,634
Write-offs 0 (44,462) (44,462)
Value as at 30.6.2025 11,171,766 3,498,380 14,670,146
Buildings,
building facilities
and technical
projects
Vehicles Total
Depreciations 1.1.2025 5,744,985 1,086,594 6,831,579
Depreciations for the Period 646,701 433,392 1,080,094
Depreciation on write-offs 0 (22,981) (22,981)
Depreciations 30.6.2025 6,391,686 1,497,005 7,888,691
Net book value as at 30.6.2025 4,780,079 2,001,375 6,781,454

4.9.18 Number of Employees

The number of employees for the Group and Company is as follows:

Group Company
01.01 - 01.01 - 01.01 - 01.01 -
30.06.2025 30.06.2024 30.06.2025 30.06.2024
Regular employees 2,567 2,709 743 761
Day-wage employees 446 439 142 133
Total Employees 3,013 3,148 885 894

4.9.19 Litigation Cases

There is no pending or under arbitration litigation cases and decisions by judicial or arbitration bodies which may significantly affect the financial statements of the Group and the Company, apart from the case of Marinopoulos S.A., where the Company has a claim of €2.4 mil., that is included in the Company's provisions by an equivalent amount.

4.9.20 Contingent Liabilities

There are no contingent liabilities either in the Group or the Company.

Additionally, there are various legal cases involving the Company and the Group, from which the Management estimates that no significant additional liabilities are expected to arise, except for those included in the financial statements as of June 30, 2025.

4.9.21 Commitments and Contractual Obligations

A. Guarantees

The Group and the Company do not have any guarantees against loan liabilities as of 30/06/2025.

B. Capital Investment commitments

There are no commitments for capital expenditures either for the Group or for the Company.

4.9.22 Events after the reporting date of the financial statements

Loans

In August 2025, the Company notified EBRD of its intention to proceed with the early repayment of the outstanding loan balance of €5 mil., under their €20 mil. loan agreement, with repayment scheduled for 17 September 2025.

Announcement of significant change to the voting rights according to Law 3556/2007

The Company received a notification from FMR LLC on August 8th, 2025, that, as a result of a disposal of voting rights, the total percentage of voting rights indirectly held by FMR LLC through controlled undertakings in the Company, fell below the 10% threshold on August 7th, 2025, reaching 9.99%, which corresponds to 6,369,956 voting rights.

4.9.23 Related party transactions

The most significant transactions between the Company and its related parties, as such are defined by International Accounting Standard 24, are presented below.

Subsidiaries Company
Trade receivables 30.06.2025 31.12.2024
Sarantis Belgrade D.O.O 39,750 0
Sarantis Banja Luka D.O.O 121,766 0
Sarantis Bulgaria LTD 168,723 105,793
Sarantis Romania S.A. 1,699,956 953,577
Sarantis Polska S.A. 2,191,121 3,171,642
Stella Pack S.A. 0 6,018
Sarantis Czech Republic sro 578,000 1,187,272
Polipak SP.Z.O.O. 0 2,566
Sarantis Slovakia S.R.O 0 142
Ergopack LLC 400,566 462,233
Sarantis Hungary Kft. 368,507 152,212
Sarantis Portugal Lda 843,894 552,827
Elode France SARL 9,925 7,322
Dirty Laundry SA 566 0
Sarkk SA 5,091 5,332
Total 6,427,864 6,606,935
Receivables from dividends 30.06.2025 31.12.2024
Sarantis Bulgaria LTD 2,808,189 1,066,563
Sarantis Romania S.A. 1,150,874 0
Zetafin LTD 15,788,381 36,388,381
Total 19,747,444 37,454,944
Grand total assets 26,175,308 44,061,879

Trade liabilities 30.06.2025 31.12.2024
Sarantis Belgrade D.O.O 1,817,555 1,207,281
Sarantis Banja Luka D.O.O 4,838 4
Sarantis Skopje D.O.O 620,028 169,598
Sarantis Bulgaria LTD 24,377 3
2
Sarantis Romania S.A. 44,625 2
8
Sarantis Polska S.A. 418,226 404,024
Stella Pack S.A. 130,225 70,028
Sarantis Czech Republic sro 17,806 129
Polipak SP.Z.O.O. 320,642 91,330
Sarantis Slovakia S.R.O 2,612 0
Ergopack LLC 57,757 0
Sarantis Hungary Kft. 6,890 6,362
Sarantis Portugal Lda 346 0
Sarantis France SARL 28,471 30,310
Dirty Laundry SA 4,091 0
Sarkk SA 2,851 727
Total 3,501,339 1,979,851
Liabilities from loans 30.06.2025 31.12.2024
Sarantis Belgrade D.O.O 9,178,521 9,000,000
Zetafin LTD 522,546 514,767
Total 9,701,066 9,514,767
Lease liabilities 30.06.2025 31.12.2024
Lenidi SA 3,983,335 4,170,154
Total 3,983,335 4,170,154
Grand total liabilities 17,185,740 15,664,772

Income

01.01 - 01.01 -
Income from sale of merchandise 30.06.2025 30.06.2024
Sarantis Belgrade D.O.O 1,841,092 1,948,627
Sarantis Banja Luka D.O.O 121,664 66,531
Sarantis Skopje D.O.O 548,352 471,535
Sarantis Bulgaria LTD 1,283,951 1,340,101
Sarantis Romania S.A. 4,646,255 4,147,546
Sarantis Polska S.A. 5,862,032 7,101,139
Stella Pack S.A. 91,347 0
Sarantis Czech Republic sro 4,528,051 5,422,525
Ergopack LLC 517,980 710,011
Sarantis Hungary Kft. 904,398 628,157
Sarantis Portugal Lda 835,318 483,968
Lenidi Bulgaria LTD 3,884 40,333
Dirty Laundry SA 456 0
Sarkk SA 14,363 0
Total 21,199,145 22,360,476

01.01 - 01.01 -
Other income 30.06.2025 30.06.2024
Sarantis Belgrade D.O.O 111,931 116,041
Sarantis Banja Luka D.O.O 4,940 6,346
Sarantis Skopje D.O.O 12,126 12,710
Sarantis Bulgaria LTD 42,568 39,007
Sarantis Romania S.A. 163,206 152,367
Sarantis Polska S.A. 625,852 571,948
Stella Pack S.A. 42,551 0
Sarantis Czech Republic sro 164,133 179,070
Polipak SP.Z.O.O. 46,732 41,726
Sarantis Slovakia S.R.O 2,612 2,688
Ergopack LLC 198,773 155,633
Sarantis Hungary Kft. 70,590 47,784
Sarantis Portugal Lda 54,355 38,431
Total 1,540,369 1,363,752
01.01 - 01.01 -
Income from dividends 30.06.2025 30.06.2024
Sarantis Bulgaria LTD 3,308,189 2,766,563
Sarantis Romania S.A. 12,334,279 14,430,161
Sarantis Polska S.A. 5,157,056 0
Sarantis Czech Republic sro 4,378,972 3,756,507
Astrid T.M. A.S. 182,178 165,753
Sarantis Hungary Kft. 935,691 671,325
Total 26,296,363 21,790,308
Grand total income 49,035,877 45,514,536

Expenses and Purchases

01.01 - 01.01 -
Purchases of merchandise - services - assets 30.06.2025 30.06.2024
Sarantis Bulgaria LTD 0 3,727
Sarantis Romania S.A. 0 4,939
Sarantis Polska S.A. 1,034,875 1,100,158
Stella Pack S.A. 473,976 34,872
Sarantis Czech Republic sro 2 0
Polipak SP.Z.O.O. 1,455,952 978,524
Lenidi SA 0 18,768
Dirty Laundry SA 3,299 0
Sarkk SA 2,799 0
Total 2,970,902 2,140,989
01.01 - 01.01 -
Expenses – interest 30.06.2025 30.06.2024
Sarantis Belgrade D.O.O 178,513 53,068
Zetafin LTD 7,779 7,822
Lenidi SA 109,171 94,145
Total 295,464 155,035

01.01 - 01.01 -
Other expenses 30.06.2025 30.06.2024
Polipak SP.Z.O.O. 495 0
Total 495 0
Grand total expenses 3,266,861 2,296,023
Table of disclosures of related parties
Group Company
a) Income 216,636 49,035,877
b) Expenses 140,621 3,266,861
c) Receivables 182,511 26,175,308
d) Liabilities 3,990,276 17,185,740
e) Transactions and remuneration of senior
executives and management
1,794,121 1,769,911
f) Receivables from senior executives and
management
2,741 2,741
g) Liabilities towards senior executives and
management
14,760 0
h) Receivables from affiliates 0 0
i) Liabilities to affiliates 0 0

It is noted that related party transactions are performed at normal market purchase prices.

4.9.24 Business Units and Geographical Analysis tables

4.9.24.1 Breakdown by Business Unit

Analysis of Consolidated Sales
SBU Turnover (€ mil) H1 2025 % H1 2024
Beauty/Skin/Sun Care 55.0 22.7% 44.8
% of Total 18.1% 14.8%
Personal Care 50.7 -3.5% 52.6
% of Total 16.7% 17.4%
Home Care Solutions 101.7 -2.9% 104.7
% of Total 33.4% 34.6%
Private Label 25.6 -16.7% 30.7
% of Total 8.4% 10.1%
Strategic Partneships) 71.3 2.1% 69.8
% of Total 23.4% 23.1%
Mass Distribution 47.1 0.7% 46.7
% of SBU 66.0% 66.9%
Selective Distribution 24.2 4.9% 23.1
% of SBU 34.0% 33.1%
Total Turnover 304.3 0.5% 302.6

EBIT Analysis

SBU EBIT (€ mil) H1 2025 % H1 2024
Beauty/Skin/Sun Care 15.9 71.6% 9.3
Margin 28.9% 20.7%
% EBIT 42.4% 29.1%
Personal Care 8.5 13.3% 7.5
Margin 16.7% 14.2%
% EBIT 22.6% 23.5%
Home Care Solutions) 11.1 -12.0% 12.6
Margin 10.9% 12.0%
% EBIT 29.6% 39.6%
Private Label -0.7 > -100% -0.1
Margin -2.9% -0.3%
% EBIT -2.0% -0.3%
Strategic Partnerships 2.8 9.0% 2.6
Margin 3.9% 3.7%
% EBIT 7.4% 8.1%
Mass Distribution 2.3 -1.2% 2.4
Margin 4.9% 5.0%
% EBIT 6.2% 7.4%
Selective Distribution 0.5 125.1% 0.2
Margin 1.9% 0.9%
% EBIT 1.2% 0.6%
Total EBIT 37.5 17.9% 31.8
Margin 12.3% 10.5%

4.9.24.2 Geographical Breakdown

For administrative purposes, the Group monitors its operating results separately by country of activity. The allocation of operating expenses is performed in order to serve the evaluation of performance and facilitate the decision-making process by business unit.

Analysis of Consolidated Sales
Country Turnover (€mil) H1 2025 % H1 2024
Greece (incl. Portugal and Selected International Markets) 97.6 9.9% 88.9
Greece (Domestic Market) 80.0 3.5% 77.3
Greece (Selected International Markets & Portugal) 17.6 52.7% 11.5
% of Total Turnover 32.1% 29.4%
Poland 89.9 -4.7% 94.3
Poland (Branded Product Portfolio) 64.3 1.1% 63.6
Poland (Private Label) 25.6 -16.7% 30.7
Romania 46.0 -5.1% 48.5
Czech-Slovakia 24.5 8.2% 22.6
West Balkans* 18.9 -4.0% 19.6
Ukraine 10.5 -12.6% 12.0
Bulgaria 10.4 -1.2% 10.6
Hungary 6.5 5.2% 6.2
International Network 206.7 -3.3% 213.8
% of Total Turnover 67.9% 70.6%
Total Turnover 304.3 0.5% 302.6
Analysis of Consolidated EBIT
Country EBIT (€mil) H1 2025 % H1 2024
Greece (incl. Portugal and Selected International Markets) 19.3 56.0% 12.4
Greece (Domestic Market) 12.1 32.1% 9.2
Greece (Selected International Markets & Portugal) 7.2 124.7% 3.2
% of Total EBIT 51.5% 38.9%
Poland 5.2 -17.9% 6.3
Poland (Branded Product Portfolio) 5.9 -7.6% 6.4
Poland (Private Label) -0.7 > -100% -0.1
Romania 6.9 -7.2% 7.4
Czech-Slovakia 3.4 22.6% 2.8
West Balkans* 1.6 5.6% 1.5
Bulgaria 1.3 -8.9% 1.4
Hungary 0.3 -22.4% 0.4
Ukraine -0.4 -19.4% -0.4
International Network 18.2 -6.4% 19.5
% of Total EBIT 48.5% 61.1%
Total EBIT 37.5 17.9% 31.8

*The geographical region of West Balkans includes sales in Serbia, Bosnia-Herzegovina, North Macedonia, Slovenia and Croatia.

69

Marousi, September 9th, 2025

CHAIRMAN OF THE
BOARD
VICE CHAIRMAN AND
BOARD MEMBER
GROUP CHIEF EXECUTIVE
OFFICER AND BOARD
MEMBER
GROUP CHIEF FINANCIAL
OFFICER AND BOARD
MEMBER
THE ACCOUNTING MANAGER
KYRIAKOS SARANTIS GRIGORIS SARANTIS IOANNIS BOURAS CHRISTOS VARSOS DIMOSTHENIS PANAGIOTIS
TSIRIMOKOS
ID NO. AI
597050/2010
ID NO. X 080619/2003 ID NO. AΒ 055247/2006 ID NO. AO 547315/2020 ID NO. AΒ 242159/2006
REGISTR. NO OF E.C.G
A CLASS 0143778

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