Interim / Quarterly Report • Nov 24, 2025
Interim / Quarterly Report
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AT 30 September 2025


































| BOARDS AND OFFICERS | 8 |
|---|---|
| Board of Directors | 8 |
| Group structure as at 30 September 2025 | 11 |
| INTERIM MANAGEMENT REPORT | 14 |
| Financial statements and explanatory notes | 29 |
| Consolidated statement of financial position | 30 |
| Consolidated income statement | 31 |
| Consolidated statement of other comprehensive income | 31 |
| Consolidated statement of changes in equity | 32 |
| Consolidated cash flow statement | 33 |
| Explanatory notes | 34 |
| Explanatory notes as at 30 September 2025 | 36 |
| Sectoral information | 39 |
| Current assets | 44 |
| Shareholders' equity | 45 |
| Non-current liabilities | 45 |
| Current liabilities | 47 |
| Income statement | 48 |
| Earnings per share | 48 |
| Disputes and potential liabilities | 48 |


This report is available online at: www.newprinces.it
Registered Office in Reggio Emilia, Via J.F. Kennedy, 16,
Paid-in share capital: Euro 43,935,050.00
Tax and VAT ID 00183410653 / no. 277595 on the Economic and Administrative Index (REA) of Reggio Emilia
Company subject to management and coordination by NewPrinces Group S.A. pursuant to Articles 2497 et seq. of the Italian Civil Code.


On 31 October 2025 Princes Group Plc was admitted to trading on the London Stock Exchange following the subscription of the initial public offering by institutional investors in the United Kingdom and in other countries outside the United States in accordance with Regulation S, as well as by "qualified institutional buyers" in the United States pursuant to Rule 144A of the United States Securities Act of 1933 (the "US Securities Act"), and by retail investors through Retail Book Limited ("Retail Book") only in the United Kingdom (the "Retail Offer").
The offer price of the ordinary shares of Princes Group Plc ("Princes Group") in the context of the initial public offering (the "IPO" or the "Offer") was 475 pence per ordinary share (the "Offer Price").
Based on the Offer Price, the market capitalisation of Princes Group will be approximately GBP 1,162 million – excluding the ordinary shares of Princes Group (the "Ordinary Shares") that may be issued and allotted under the over-allotment option – at the start of conditional trading on the Main Market for listed securities of the London Stock Exchange. Immediately after Admission, 12.5% of the Ordinary Shares will be held in public hands (pursuant to paragraph 5.5.3R of the UK Listing Rules) (assuming the Over-Allotment Option is not exercised, the Loan Capitalisation is completed and the New Director Shares are issued).
Following the subscription, Princes Group has a sufficient free float to be included in the FTSE indices.
On 30 September 2025 NewPrinces S.p.A. completed the acquisition of 100% of the share capital of Diageo Operations Italy S.p.A. from an affiliate of Diageo, owner of the Italian production plant in Santa Vittoria d'Alba (CN). The signing of the agreement had been announced on 24 June 2025.
The Purchase Price of the transaction was set at approximately Euro 100 million, with possible post-closing adjustments. This amount includes positive cash of approximately Euro 107 million.
At the same time, the company changed its corporate name to Princes Ready To Drink SpA.
With regard to the figures for the first nine months of 2025, the Group confirmed its strong ability to increase profitability (EBITDA margin of 8.1% as at 30 September 2025, compared with 5.4% as at 30 September 2024 on a combined basis) thanks to synergies achieved in procurement and distribution, as well as targeted initiatives to improve efficiency at production sites in the Drinks and Fish sectors, which generated economies of scale and streamlined overhead costs.


The financial figures once again confirm the Group's great ability to generate cash from operations and to significantly improve its net financial position from Euro 346 million at 31 December 2024 to Euro 332 million at 30 September 2025. Excluding the acquisition of the Royal Liver Building in Liverpool and Cross Green in Leeds, the improvement in the net financial position amounts to Euro 108 million.
Q3 2025 closed with a net profit after tax of Euro 106.2 million. Excluding the effects of the business combination, the profit for the period improved markedly compared with the same period of the previous year, moving from a loss of Euro 4.6 million to a profit of Euro 39.2 million.
This figure is all the more significant considering the slight decline in revenue (-4.5%) recorded in the first nine months of the year, mainly due to the termination of certain low-margin contracts and a general decrease in the average selling price in the Group's main business units, partially offset by higher sales volumes in the Drinks and Italian Products sectors.
Based on the available indicators, the Group expects turnover for the entire financial year to be substantially stable compared to last year, and in terms of margins the Group will strive to improve on its performance in the first nine months of the year.
The Group will continue to pay particular attention to cost controls and financial management in order to maximise the generation of free cash flow, to be allocated both to organic growth externally and to the remuneration of Shareholders, also in view of the recent acquisitions.
With reference to the content of the previous paragraph, even taking into account the complexity of a rapidly evolving market, the Group feels it is fair and reasonable to assume it status as a going concern in view of its ability to generate cash flows from operating activities and fulfil its obligations in the foreseeable future, particularly in the next 12 months, based on the solid financial structure as described below:
Note that the Group's economic and financial performance in the first nine months of 2025 was higher than budgeted. It should also be noted that the cash and cash equivalents, amounting to Euro 689 million, the credit lines currently available and the cash flows that will be generated by operational management are considered more than sufficient to fulfil obligations and finance the Group's operations.


There were no atypical or unusual transactions requiring changes to the interim financial statements at 30 September 2025.
| Name and Surname | Position | Place and date of birth |
|---|---|---|
| Angelo Mastrolia | Executive Chairman of the Board of Directors and Director (**) |
Campagna (SA), 5 December 1964 |
| Giuseppe Mastrolia | Chief Executive Officer and Director (**) | Battipaglia (SA), 11 February 1989 |
| Stefano Cometto | Chief Executive Officer and Director (**) | Monza, 25 September 1972 |
| Benedetta Mastrolia | Director (***) | Rome, 18 October 1995 |
| Maria Cristina | Director () (**) | Turin, 14 November 1971 |
| Zoppo | ||
| Valentina | Director () (**) | Milan, 20 March 1967 |
| Montanari | ||
| Eric Sandrin | Director () (**) | Saint-Amand-Montrond, 13 August |
| 1964 |
(*) Independent director pursuant to article 148 of the Consolidated Law on Finance (TUF) and article 3 of the Corporate Governance Code, who took office when the Company's shares began to trade on the STAR segment of the MTA, i.e. 29 October 2019.
The members of the Board of Statutory Auditors are as follows:
| Name and Surname | Position | Place and date of birth | Date first appointed |
|---|---|---|---|
| Massimo Carlomagno | Chair | Agnone (IS), 22 September 1965 | 28.02.2005 |
| Ester Sammartino | Standing Auditor | Agnone (IS), 23 May 1966 | 28.02.2005 |
| Antonio Mucci | Standing Auditor | Montelongo (CB), 24 March 1946 | 30.07.2009 |
| Giovanni Rayneri | Alternate Auditor | Turin, 20 July 1963 | 28.04.2022 |
| Cinzia Voltolina | Alternate Auditor | Moncalieri (TO), 26 April 1983 | 28.04.2022 |
| Name and surname | Position | Place and date of birth | Date first appointed |
|---|---|---|---|
| Valentina Montanari | Chair | Milan, 20 March 1967 | 29.10.2019 |
| Maria Cristina Zoppo | Member | Turin, 14 November 1971 | 25.09.2020 |
| Eric Sandrin | Member | Saint-Amand-Montrond, 13 August 1964 |
29.10.2019 |
| Name and surname | Position | Place and date of birth | Date first appointed |
|---|---|---|---|
| Eric Sandrin | Chair | Saint-Amand-Montrond, 13 August 1964 |
29.10.2019 |
| Maria Cristina Zoppo | Member | Turin, 14 November 1971 | 25.09.2020 |
(**) Executive Director.
(***) Non-executive director.


Valentina Montanari Member Milan, 20 March 1967 29.10.2019
Committee for transactions with related parties
| Name and surname | Position | Place and date of birth | Date first appointed |
|---|---|---|---|
| Maria Cristina Zoppo | Chair | Turin, 14 November 1971 | 25.09.2020 |
| Valentina Montanari | Member | Milan, 20 March 1967 | 29.10.2019 |
| Eric Sandrin | Member | Saint-Amand-Montrond, 13 August 1964 |
29.10.2019 |
Supervisory Board pursuant to Italian Legislative Decree 231/01
| Name and surname | Position | Place and date of birth | Date first appointed |
|---|---|---|---|
| Massimo Carlomagno | Chair | Agnone (IS), 22 September 1965 | 27.12.2016 |
| Ester Sammartino | Member | Agnone (IS), 23 May 1966 | 27.12.2016 |
Rocco Sergi is the Financial Reporting Officer.
PricewaterhouseCoopers S.p.A. is the independent auditor appointed for the years 2019- 2027.
NewPrinces S.p.A. is incorporated in Italy in the form of a public limited company operating under Italian law. The Company has its registered office at 16, Via J. F. Kennedy, Reggio Emilia.
The NewPrinces Group is a group operating in the food sector with a large and structured product portfolio organised into the following business units:
The Company is subject to management and coordination by the parent Newlat Group S.A., a company that as at 30 September 2025 directly owns 58.25% of the share capital, while the remaining part (40.8%) is held primarily by institutional investors and 0.85% by NewPrinces SpA.
This report on operations contains economic, equity and financial information of the NewPrinces Group at 30 September 2025, 31 December 2024 and 30 September 2024.
The following financial report presents and comments on some financial indicators and reclassified statements (relating to the statement of financial position and the statement


of cash flows) not defined by IFRSs.
These amounts, defined below, are used to comment on the Group's business performance in compliance with the provisions of the Consob Communication of 28 July 2006 (DEM 6064293), as subsequently amended and supplemented (Consob Communication no. 0092543 of 3 December 2015 implementing the ESMA/2015/1415 guidelines).
The alternative performance indicators listed below constitute additional information beyond IFRS requirements to help users of the financial report to better understand the Group's results, assets and liabilities and cash flows. Note that NewPrinces SpA's method of calculating these indicators, which is consistent from one year to the next, may differ from the methods used by other companies.
Financial indicators used to measure the economic performance of the Group:
Net financial position is given by the algebraic sum of:
A cash flow that represents a measure of the Group's self-financing and is calculated from the cash flow generated by operating activities, adjusted for net interest paid and cash flow absorbed by investments, less income from the realisation of fixed assets. The statement of cash flows is presented using the indirect method.
The Group presents the income statement by destination (otherwise known as "at cost of sales"), which is considered more representative than the so-called presentation by nature of expenditure, which is also reported in the notes to the Annual Financial Report. The form chosen is, in fact, compliant with the internal reporting and business management methods.





Following the IPO process, the organisation chart shown above will be subject to changes following the fulfilment of the conditions precedent for the transfer of the entire share capital of Symington's Limited, Newlat GmbH and Princes France S.A.S. Therefore, these companies will be directly controlled by the Princes Group PLC.
The table below shows the main information regarding the NewPrinces Group companies as at 30 September 2025:
| Name | Registered Office | Currenc y |
Share capital at 30 September 2025 |
Control percentage at 30 September 2025 | Control percentage at 31 December 2024 |
|---|---|---|---|---|---|
| NewPrinces SpA. | Italy - Via J.F. Kennedy 16, Reggio Emilia |
EUR | 43,935,050 | Parent company |
Parent company |
| Princes France Sas (*) |
951 Rue Denis Papin, 54710 Ludres, France |
EUR | 1,000,000 | 100% | 100% |
| Symington's Limited |
2528254 Dartmouthway, Leeds |
GBP | 100,000 | 100% | 100% |
| NewPrinces Deutschland |
Germany - Fransozenstraβe 9, Mannheim |
EUR | 1,025,000 | 100% | 100% |
| Centrale del Latte d'Italia |
Italy - Via Filadelfia 220, Turin |
EUR | 28,840,041 | 67.74% | 67.74% |
| Princes Group PLC |
Royal Liver Building Pier Head Liverpool |
GBP | 7,000,000 | 100% | 100% |
| Princes Ready To Drink |
Via Statale 63 - Santa Vittoria d'Alba (CN) |
EUR | 20,640,000 | 100% | - |
A brief description of the subsidiaries' activities is provided below:


The company has three production plants and a logistics distribution centre, and its markets are United Kingdom, United States and Australia.
The share capital of the parent company Princes Group PLC following the IPO process and the subscription of the public offer will undergo changes.
It should be noted that at the reference dates of the Consolidated Financial Statements, all the companies included within the scope were consolidated using the line-by-line method.
The following table summarises, with reference to the companies (joint operations) proportionally included in the scope of the Consolidated Financial Statements, the information relating to the company name, registered office, functional currency and share capital at 30 September 2025:
| Name | Registered Office | Currency | Share capital at 30 September 2025 |
|---|---|---|---|
| Edible Oils Limited | Royal Liver Building Pier Head Liverpool | GBP | 8,626,000 |
| Edible Oils Polska SP. Z.O.O. | ul. B. Chrobrego 29, 64-500 Szamotuły, POLAND | ZL | 70,155,000 |
In preparing the Consolidated Financial Statements, all balances and transactions carried out between the companies included in the scope have been eliminated and therefore the Consolidated Financial Statements do not include any of the transactions in question. Finally, note that the Group directly or indirectly holds non-controlling interests in:






On 24 June 2025 a definitive sale and purchase agreement was signed for the acquisition of 100% of the share capital of Diageo Operations Italy S.p.A., which includes the Italian production plant at Santa Vittoria d'Alba (CN).
On 30 September 2025 NewPrinces S.p.A. completed the acquisition of 100% of the share capital of Diageo Operations Italy S.p.A. from an affiliate of Diageo, owner of the Italian production plant in Santa Vittoria d'Alba (CN). The signing of the agreement had been announced on 24 June 2025.
The Purchase Price of the transaction was set at approximately Euro 100 million, with possible post-closing adjustments. This amount includes positive cash of approximately Euro 107 million.
Business combinations, in which the control of a business is acquired, are recognised in accordance with IFRS 3 "Business combination", applying the acquisition method. In particular, identifiable assets, liabilities and potential liabilities are recognised at fair value at the date of acquisition, i.e. the date when control is acquired (the acquisition date), except for deferred tax assets and liabilities, assets and liabilities relative to employee benefits and assets held for sale, which are recognised based on the relative accounting standards. If positive, the difference between the cost of acquisition and the current value of the assets and liabilities is recorded in intangible assets as goodwill; if negative, after having checked that the current values of the assets and liabilities acquired and the cost of acquisition have been properly measured, it is recorded directly in the statement of other comprehensive income, as revenue. Minority interests on the date of acquisition can be measured at fair value or at the pro-rata of the value of the net assets recognised for the acquired company. The valuation method is chosen on a transaction-bytransaction basis. When the assets and liabilities of the acquired business are calculated on a provisional basis, this must be completed within twelve months of the date of acquisition, taking into account only information relating to facts and circumstances existing at the Acquisition Date. In the year in which the aforementioned calculation is concluded, the provisionally recognised values are adjusted with retrospective effect. The ancillary expenses of the transaction are recognised in the income statement at the moment at which they are incurred. The cost of acquisition is represented by the fair value on the Acquisition Date of the assets transferred, the liabilities assumed and the equity instruments issued for the purpose of the acquisition, and also includes the contingent consideration, i.e. the part of the fee whose amount and disbursement are dependent on future events. The contingent consideration is recognised on the basis of its fair value at


the Acquisition Date, and subsequent changes in fair value are recognised in the income statement if the contingent consideration is a financial asset or liability, while contingent considerations classified as equity are not restated and the subsequent elimination occurs directly in equity. Where control is acquired in subsequent phases, the acquisition cost is determined by adding the fair value of the investment previously held in the acquiree and the amount paid for the additional portion. Any difference between the fair value of the investment previously held and its carrying value is charged to the income statement. When control is acquired, any amounts previously recognised as other components of comprehensive income are recognised in the statement of other comprehensive income or, if such reclassification is not envisaged, in another shareholders' equity item. The following table provides the book values of the net assets acquired as part of the Acquisition of the Princes Limited Group.
| As at 01 October | |
|---|---|
| (In thousands of euros) | 2025 |
| Property, plant and equipment including rights of use | 43,344 |
| Intangible assets | 100 |
| Financial assets | 575 |
| Inventories | 25,687 |
| Trade receivables | 4,673 |
| Other receivables and current assets | 1,005 |
| Cash and cash equivalents | 110,396 |
| Deferred tax liabilities | (6) |
| Other non-current liabilities | (2,450) |
| Trade payables | (10,378) |
| Current lease liabilities | (1,300) |
| Other current liabilities | (4,835) |
| Total net assets acquired | 166,451 |
| Fair value at the consideration acquisition date | (99,499) |
| Income from business combinations | 66,952 |
The transaction was booked in accordance with the guidance contained in IFRS 3 – "Business Combinations" since it can be categorised as an acquisition.
On first consolidation the fair value measurement of the assets acquired and liabilities assumed was not yet complete. As per the accounting standard in question, management will complete the relevant measurements within 12 months of the purchase date. The badwill calculated in this way is recognised in the consolidated income statement as indicated in IFRS 3, paragraph 34 (MOA 29174) under "income from business combinations".




The NewPrinces Group is an important player in the Italian and European agri-food sector. In particular, as at 30 September 2025 the Group has a strong position in the English market and a significant presence in the German and Italian markets.
The NewPrinces Group operates mainly through the following business units:
For a more clear representation of business performance, the comparative figures as at 30 September 2024 are presented on a combined basis, i.e. including the Princes Group as if it had been acquired from 1 January 2024 (compared with the actual acquisition date of 31 July 2024).
The following table contains the Group's consolidated combined income statement:
| Income statement of the first nine months | ||||||
|---|---|---|---|---|---|---|
| 2025 | % | 2024 (combined) |
% | 2025 v 2024 |
% | |
| Revenue from contracts with customers | 1,936,137 | 100.0% | 2,027,465 | 100.0% | (91,328) | (4.5%) |
| Cost of sales | (1,555,293) | (80.3%) | (1,679,523) | (82.8%) | 124,231 | (7.4%) |
| Gross operating profit/(loss) | 380,844 | 19.7% | 347,943 | 17.2% | 32,902 | 9.5% |
| Sales and distribution costs | (127,780) | (6.6%) | (143,979) | (7.1%) | 16,198 | (11.3%) |
| Administrative costs | (169,885) | (8.8%) | (179,989) | (8.9%) | 10,104 | (5.6%) |
| Net write-downs of financial assets | (416) | 0.00% | (439) | 0.00% | 23 | (5.2%) |
| Other revenues and income | 2,842 | 0.1% | 14,636 | 0.7% | (11,794) | (80.6%) |
| Income from business combinations | 66,952 | 3.5% | 158,028 | 7.8% | (91,076) | (57.6%) |
| Other operating costs | (5,266) | (0.3%) | (4,659) | (0.2%) | (607) | 13.0% |
| Operating profit/(loss) (EBIT) | 147,291 | 7.6% | 191,541 | 9.4% | (44,251) | (23.1%) |
| Financial income | 20,642 | 1.1% | 9,075 | 0.4% | 11,567 | 127.5% |
| Financial expenses | (49,905) | (2.6%) | (46,760) | (2.3%) | (3,145) | 6.7% |
| Profit/(loss) before taxes | 118,028 | 6.1% | 153,857 | 7.6% | (35,829) | (23.3%) |
| Income taxes | (11,865) | (0.6%) | (417) | - | (11,449) | 2,746.8% |
| Net profit/(loss) | 106,163 | 5.5% | 153,440 | 7.6% | (47,278) | (30.8%) |
Operating profit amounted to Euro 147.3 million, down compared with the same period of the previous year (-23.1%) mainly due to the business combination gain. If we exclude


the business combination gain, operating profit showed a marked improvement, rising from Euro 33.5 million at 30 September 2024 to Euro 80.3 million due to synergies achieved in procurement and reductions in raw material and packaging purchase costs.
In absolute terms, EBITDA increased by Euro 44.7 million (+40%), while the EBITDA margin went from 5.5% to 8.1%.
The following is a brief commentary on the most significant changes to the main income statement items that occurred in the periods under review:
Revenue from contracts with customers contains the contractual fees to which the Group is entitled in exchange for the transfer of the promised goods or services to customers. The contractual fees may include fixed or variable amounts or both and are recognised net of rebates, discounts and promotions, such as contributions to the mass distribution channel. In particular, in the context of existing contractual relations with mass distribution operators, contributions are expected to be recognised as year-end bonuses linked to the achievement of certain turnover volumes or amounts related to the positioning of products.
The table below provides a breakdown of revenue from contracts with customers by business unit as monitored by management.
| Income statement of the first nine months |
Changes | |||||
|---|---|---|---|---|---|---|
| (In thousands of euros and as a percentage) |
2025 | % | 2024 (combined ) |
% | 2025 v 2024 |
% |
| Dairy Products | 247,369 | 12.8% | 241,908 | 11.9% | 5,461 | 2% |
| Foods | 538,535 | 27.8% | 575,318 | 28.4% | (36,783) | (6%) |
| Drinks | 276,497 | 14.3% | 264,247 | 13.0% | 12,250 | 5% |
| Fish | 320,434 | 16.6% | 349,570 | 17.2% | (29,136) | (8%) |
| Italian Products | 301,188 | 15.6% | 318,826 | 15.7% | (17,638) | (6%) |
| Oils | 239,715 | 12.4% | 266,207 | 13.1% | (26,492) | (10%) |
| Other Products | 12,401 | 0.6% | 11,391 | 0.6% | 1,010 | 9% |
| Revenue from contracts with customers | 1,936,137 | 100.0 % |
2,027,466 | 100.0 % |
(91,327) | (4.5% ) |


Revenue from the Milk & Dairy Products segment was up compared to the same period of the previous year due to the combined effect of an increase in sales volumes in the milk sector and an increase in the average sales price.
Revenue from the Foods segment decreased mainly due to lower sales volumes in the food services sector following the termination of certain low-margin contracts, particularly in the baked beans category.
Revenue from the Drinks segment increased as a result of higher sales volumes due to new contracts signed during 2025.
Revenue from the Fish segment decreased due to lower sales volumes and a lower average sales price compared to the same period last year.
Revenue from the Italian Products segment showed a decrease due to lower sales volumes in the tomato category following the termination of certain low-margin contracts, offset by higher volumes in the olive oil category. In the Pasta and Bakery categories revenue decreased due to a lower average selling price compared with the same period of the previous year, while in the Special Products category sales volumes increased.
Revenues in the Oils segment were down compared to the same period of the previous year due to a decrease in the average sales price in the Olive Oil category.
The following table provides a breakdown of revenue from contracts with customers by distribution channels, as monitored by management:
| Income statement of the first nine months | Changes | |||||
|---|---|---|---|---|---|---|
| (In thousands of euros and as a percentage) | 2025 | % | 2024 (combined) |
% | 2025 v 2024 | % |
| Mass Distribution | 1,496,729 | 77.3% | 1,597,659 | 78.8% | (100,930) | (6%) |
| B2B partners | 242,093 | 12.5% | 223,091 | 11.0% | 19,002 | 9% |
| Food services | 197,313 | 10.2% | 206,715 | 10.1% | (9,402) | (5%) |
| Total revenue from contracts with customers | 1,936,137 | 100.0% | 2,027,466 | 99.8% | (91,329) | (4.5%) |
Revenue in the Mass Distribution channel decreased due to the reduced turnover in the Foods and Fish segments.
Revenue from the B2B partners channel recorded an increase due to several new contracts secured during 2025 in the Drinks segment.
Revenue from the Food Services channel declined due to lower sales volumes in the Foods sector and lower average selling prices in the Oils and Italian Products sectors compared with the same period of the previous year.
The following table provides a breakdown of revenue from contracts with customers by geographical area as monitored by management:


| (In thousands of euros and as a | Income statement of the first nine months | Changes | ||||
|---|---|---|---|---|---|---|
| percentage) | 2025 | % | 2024 (combined) |
% | 2025 v 2024 |
% |
| Italy | 307,402 | 15.9 % |
314,519 | 15.5% | (7,117) | (2%) |
| Germany | 119,949 | 6.2% | 125,489 | 6.2% | (5,539) | (4%) |
| United Kingdom | 1,194,239 | 61.7 % |
1,270,130 | 62.6% | (75,891) | (6%) |
| Other countries | 314,547 | 16.2 % |
317,326 | 15.7% | (2,779) | (1%) |
| Total revenue from contracts with customers | 1,936,137 | 100% | 2,027,464 | 100.0% | (91,326) | (4.5%) |
Revenue from Italy decreased slightly, mainly due to lower average selling prices in the Pasta and Bakery categories and reduced volumes in the Fish sector, partially offset by higher sales volumes in the shelf-stable milk category.
Revenue in Germany decreased due to lower sales in the tomato and legume segments following the termination of some low-margin private label contracts.
Revenue in the United Kingdom decreased due to lower volumes in the Food, Fish and Oil segment, partially offset by an increase in volumes in the Drinks segment.
Revenue from Other Countries declined mainly due to lower average selling prices in the Group's operating segments, with the exception of the Oils category.
The following table lists the operating costs as shown in the income statement by destination:
| (In thousands of ourse) | Income statement of the first nine months | |||
|---|---|---|---|---|
| (In thousands of euros) | 2025 | 2024 (combined) | ||
| Cost of sales | (1,555,293) | (1,679,523) | ||
| Sales and distribution costs | (127,780) | (143,979) | ||
| Administrative costs | (169,885) | (179,989) | ||
| Total operating costs | (1,535,143) | (1,679,523) |
Cost of sales represented 80.3% of sales revenues (82.8% as at 30 September 2024) and decreased sharply in the first nine months of 2025 due to the first synergies achieved with the entry of the Princes Group in terms of procurement.
Selling and distribution expenses were sharply down compared with the same period of the previous year due to improved economic conditions in distribution and transport, particularly in the Pasta and Fish sectors.


Administrative expenses decreased compared to the same period of the previous year due to a rationalisation of costs and/or projects no longer considered "core" as well as the departure of employees due to resignations, which for the time being was not followed by any new hires.
EBITDA was Euro 156.6 million (or 8.09% of sales revenue) compared to Euro 111.9 million as of 30 September 2024 (or 5.5% of sales revenue), with a clear increase both in absolute terms and in terms of margins thanks to the Group's ability to optimise its supply chain and to having initiated the first synergies already noted at the time of the Princes Group acquisition.
The following table shows EBITDA by activity segment:
| Income statement of the first nine months | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands of euros) |
Dairy Products |
Foods | Drinks | Fish | Italian Products |
Oils | Other Products |
Consolidated Financial Statements total |
| Revenue from | ||||||||
| contracts with customers (third |
247,369 | 538,535 | 276,497 | 320,434 | 301,188 | 239,715 | 12,401 | 1,936,137 |
| parties) | ||||||||
| EBITDA (*) | 25,641 | 51,645 | 14,493 | 14,057 | 41,881 | 8,804 | 80 | 156,601 |
| EBITDA margin | 10.37% | 9.59% | 5.24% | 4.39% | 13.91% | 3.67% | 0.65% | 8.09% |
| Amortisation, | ||||||||
| depreciation and | 11,540 | 21,751 | 11,731 | 5,810 | 17,800 | 1,570 | 5,645 | 75,847 |
| write-downs | ||||||||
| Net write-downs | ||||||||
| of financial assets | 416 | 416 | ||||||
| Income from | ||||||||
| business | 66,952 | 66,952 | ||||||
| combinations | ||||||||
| Operating | ||||||||
| profit/(loss) | 14,102 | 29,894 | 2,762 | 8,247 | 24,081 | 7,234 | 60,971 | 147,291 |
| Financial income | - | 20,642 | 20,642 | |||||
| Financial expenses | - | (49,905) | (49,905) | |||||
| Profit/(loss) before | 14,102 29,894 |
2,762 | 8,247 | 24,081 | 7,234 | 31,708 | 118,028 | |
| taxes | ||||||||
| Income taxes | - | (11,865) | (11,865) | |||||
| Net profit/(loss) | 14,102 | 29,894 | 2,762 | 8,247 | 24,081 | 7,234 | 19,843 | 106,163 |
Income statement of the first nine months


| (In thousands of euros) |
Dairy Products |
Foods | Drinks | Fish | Italian Products |
Oils | Other Products |
Total Combined Financial Statements |
|---|---|---|---|---|---|---|---|---|
| Revenue from contracts with customers (third |
241,908 | 575,318 | 264,247 | 349,570 | 318,826 | 266,207 | 11,391 | 2,027,466 |
| parties) EBITDA (*) EBITDA margin |
25,444 10.52% |
45,153 7.85% |
9,256 3.50% |
16,841 4.82% |
25,935 8.13% |
8,666 3.26% |
(19,427) -170.55% |
111,869 5.52% |
| Amortisation, depreciation and write-downs |
8,408 | 27,209 | 13,111 | 4,716 | 16,091 | 1,593 | 6,790 | 77,917 |
| Net write-downs of financial assets Income from |
439 | 439 | ||||||
| business combinations |
158,028 | 158,028 | ||||||
| Operating profit/(loss) |
17,037 | 17,945 | (3,855) | 12,126 | 9,844 | 7,073 | 131,373 | 191,541 |
| Financial income Financial expenses |
- - |
9,075 (46,760) |
9,075 (46,760) |
|||||
| Profit/(loss) before taxes |
17,037 | 17,945 | (3,855) | 12,126 | 9,844 | 7,073 | 93,689 | 153,857 |
| Income taxes | - | (417) | (417) | |||||
| Net profit/(loss) | 17,037 | 17,945 | (3,855) | 12,126 | 9,844 | 7,073 | 93,272 | 153,440 |
Operating profit (EBIT) amounted to 147.3 million euros (7.6% of sales), compared with 191.5 million euros as at 30 September 2024 (9.4% of sales), down mainly due to the different contribution of the non-recurring gain from the business combination.
Excluding the non-recurring business combination gain, the operating profit (EBIT) was Euro 80.3 million, an improvement compared with Euro 33.5 million recorded at 30 September 2024, due to synergies achieved in procurement and distribution.
The tax rate was 23.3%.
The net profit as at 30 September 2025 amounted to Euro 106.2 million.
The table below provides a reconciliation of EBITDA, the EBITDA margin and cash conversion at 30 September 2025 and 2024.


| As at 30 SEPTEMBER | ||||
|---|---|---|---|---|
| (In thousands of euros and as a percentage) | 2025 | 2024 (combined) |
||
| Operating profit/(loss) (EBIT) | 147,291 | 191,542 | ||
| Amortisation, depreciation and write-downs | 75,847 | 77,917 | ||
| Net write-downs of financial assets | 416 | 439 | ||
| Income from business combinations | (66,952) | (158,028) | ||
| EBITDA (*) (A) | 156,601 | 111,868 | ||
| Revenue from contracts with customers | 1,936,137 | 2,027,466 | ||
| EBITDA margin (*) | 8.1% | 5.5% | ||
| investments (B) | 122,230 | 30,014 | ||
| Cash conversion [(A) - (B)]/(A) | 21.9% | 73.2% |
(*) Operating profit/(loss) (EBIT), EBITDA, the EBITDA margin and the cash conversion are alternative performance indicators not identified as an accounting measure under IFRS and, therefore, should not be considered alternative measures to those provided by the Group's financial statements when assessing the Group's results.
To assess performance, management monitors, among other things, EBITDA by business unit as shown in the table below.
| (In thousands of euros and as a percentage of revenue from contracts |
Income statement of the first nine months |
Changes | ||||
|---|---|---|---|---|---|---|
| with customers) | 2025 | % | 2024 | % | 2025 v 2024 | % |
| Dairy Products | 25,641 | 10.4% | 25,444 | 10.5% | 197 | 0.8% |
| Foods | 51,645 | 9.6% | 45,153 | 7.8% | 6,492 | 14.4% |
| Drinks | 14,493 | 5.2% | 9,256 | 3.5% | 5,237 | 56.6% |
| Fish | 14,057 | 4.4% | 16,841 | 4.8% | (2,784) | (16.5%) |
| Italian Products | 41,881 | 13.9% | 25,935 | 8.1% | 15,946 | 61.5% |
| Oils | 8,804 | 3.7% | 8,666 | 3.3% | 138 | 1.6% |
| Other Activities | 80 | 0.6% | (19,427) | (170.5%) | 19,507 | (100.4%) |
| EBITDA | 156,601 | 8.1% | 111,868 | 5.5% | 44,732 | 40.0% |
The EBITDA in the Dairy Products sector recorded a slight decrease due to a lower average selling price in the fresh milk and mascarpone categories, partially offset by higher sales volumes in the shelf-stable milk category.
The EBITDA in the Foods sector recorded a significant increase due to lower direct costs and the discontinuation of certain foodservice contracts with negative margins.
The EBITDA in the Drinks sector recorded a significant increase due to lower direct costs and improved production processes, with clear benefits in terms of reduced production waste and inventory losses.
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The EBITDA in the Fish sector decreased due to lower sales volumes in Europe and a lower average selling price in the United Kingdom, partially offset by improved production efficiency at the Mauritius sites.
The EBITDA in the Italian Products sector increased due to higher sales volumes in the olive oil category and greater efficiency in distribution and transport costs in the Pasta category.
The EBITDA in the Oils sector increased due to a higher average selling price, partially offset by lower margins in the Polish market due to increased promotional activity.
The EBITDA in the Other Products sector increased due to costs incurred by Princes Limited in H1 2024 relating to the disposal of the Group.
The following table provides details of the composition of the Group's net financial debt as at 30 September 2025 and 31 December 2024, determined in accordance with the provisions of Consob Communication DEM/6064293 of 28 July 2006 and in accordance with paragraph 175 et seq. of the recommendations contained in the document prepared by ESMA, no. 32-382-1138 of 4 March 2021 (guidelines on disclosure requirements under Regulation EU 2017/1129, so-called "Prospectus Regulation"):
| (In thousands of euros) | At 30 September | At 31 December |
|---|---|---|
| Net financial debt | 2025 | 2024 |
| A. Cash and cash equivalents | 369,810 | 95,079 |
| B. Cash equivalents | 319,063 | 360,056 |
| C. Other current financial assets | 132,459 | 265,351 |
| D Cash and cash equivalents (A)+(B)+(C) | 821,332 | 720,486 |
| E. Current financial payables | (279,661) | (361,009) |
| F. Current portion of non-current financial debt | (73,014) | (44,708) |
| G. Current financial indebtedness (E)+(F) | (352,674) | (405,717) |
| H. Net current financial indebtedness (G)+(D) | 468,658 | 314,770 |
| I. Non-current financial payables | (254,501) | (461,756) |
| J. Debt instruments | (552,929) | (199,231) |
| K. Trade and other non-current payables | (177,844) | (206,100) |
| L. Non-current financial indebtedness (I)+(J)+(K) | (985,274) | (867,087) |
| M. Net financial indebtedness (H)+(L) | (516,616) | (552,316) |
| Shareholder Loan | 177,844 | 206,100 |
| Treasury shares | 6,246 | |
| N. Adjusted net financial debt | (332,526) | (346,216) |
Comparing the net financial position at 30 September 2025 with the corresponding data at 31 December 2024 demonstrates a significant improvement of Euro 13.7 million. This figure is affected by the investment made by the Princes Group PLC for the acquisition of the Royal Liver Building in Liverpool and Cross Green in Leeds. Before this investment, the net financial position would have shown an improvement of approximately Euro 108


million. This result once again demonstrates the extraordinary ability of the NewPrinces Group to generate cash flows from operating activities and from the improvement of net working capital.
Without considering lease liabilities, the positive net financial position was as follows:
| At 30 September | At 31 December | |
|---|---|---|
| (In thousands of euros) | 2025 | 2024 |
| Net financial debt | (332,526) | (346,216) |
| Current lease liabilities | 28,090 | 20,230 |
| Non-current lease liabilities | 68,180 | 79,758 |
| Net Financial Position | (236,255) | (246,228) |
Pursuant to CONSOB Communication no. 6064293 of 28 July 2006, note that during the Q3 2025 no atypical and/or unusual transactions occurred outside the normal operation of the company that could give rise to doubts regarding the correctness and completeness of the information in the financial statements, conflicts of interest, protection of company assets and safeguarding the minority shareholders.
In compliance with Article 2428 of the Italian Civil Code, note that as of 30 September 2025 the Parent Company held 527,912 treasury shares
The Group's transactions with related parties (hereinafter, "Related Party Transactions"), identified based on criteria defined by IAS 24 – Related Party Disclosures, are mainly of a commercial or financial nature and are carried out under normal market conditions. The Group did not carry out Related Party Transactions that were unusual in terms of characteristics, or significant in terms of amount, other than those of an ongoing nature. The Group deals with the following related parties:


Reggio Emilia (RE), 10 November 2025
For the Board of Directors Angelo Mastrolia Chairman of the Board of Directors
Pursuant to paragraph 2, article 154-bis of the Consolidated Law on Finance, the Financial Reporting Officer Rocco Sergi declares that the accounting information contained in this document corresponds to the contents of accounting documents, books and records.
Reggio Emilia (RE), 10 November 2025
Rocco Sergi Financial Reporting Officer


Financial statements and explanatory notes


| At 30 September | At 31 December | |
|---|---|---|
| (In thousands of euros) | 2025 | 2024 |
| Non-current assets | ||
| Property, plant and equipment | 656,139 | 560,456 |
| Right-of-use assets | 78,582 | 93,050 |
| of which from related parties | 9,581 | 11,488 |
| Intangible assets | 135,762 | 141,307 |
| Equity investments in associates | 10,440 | 10,090 |
| Non-current financial assets measured at fair value through profit or loss | 1,947 | 2,038 |
| Financial assets measured at amortised cost | 817 | 803 |
| of which from related parties | 735 | 735 |
| Deferred tax assets | 17,572 | 22,266 |
| Total non-current assets | 901,258 | 830,010 |
| Current assets | ||
| Inventories | 503,508 | 486,942 |
| Trade receivables | 325,218 | 258,544 |
| of which from related parties | 19,590 | 6,191 |
| Current tax assets Other receivables and current assets |
2,415 54,456 |
6,930 53,591 |
| Current financial assets measured at fair value through profit or loss | 48,794 | 1,576 |
| Financial receivables measured at amortised cost | 83,665 | 263,775 |
| of which from related parties | 83,665 | 263,775 |
| Cash and cash equivalents | 688,874 | 455,135 |
| Total current assets | 1,706,930 | 1,526,493 |
| TOTAL ASSETS | 2,608,188 | 2,356,504 |
| Shareholders' equity | ||
| Share capital | 43,935 | 43,935 |
| Reserves | 278,422 | 126,006 |
| Translation reserve | (13,699) | 2,537 |
| Net profit/(loss) | 104,052 | 160,633 |
| Total shareholders' equity attributable to the Group | 412,711 | 333,111 |
| Shareholders' equity attributable to minority interests | 70,861 | 65,530 |
| Total consolidated equity | 483,573 | 398,641 |
| Non-current liabilities | ||
| Provisions for employee benefits | 15,721 | 13,056 |
| Provisions for risks and charges | 3,673 | 3,723 |
| Deferred tax liabilities Non-current financial liabilities |
40,500 739,249 |
48,578 581,229 |
| Non-current lease liabilities | 68,180 | 79,758 |
| of which from related parties | 7,282 | 8,692 |
| Shareholder Loan | 177,844 | 206,100 |
| of which from related parties | 177,844 | 206,100 |
| Total non-current liabilities | 1,045,168 | 932,446 |
| Current liabilities | ||
| Trade payables | 632,447 | 559,229 |
| of which from related parties | 2,533 | 3,782 |
| Current financial liabilities | 324,584 | 385,486 |
| of which from related parties | 7 | |
| Current lease liabilities | 28,090 | 20,230 |
| of which from related parties | 2,612 | 2,554 |
| Current tax liabilities | 12,209 | 4,946 |
| Other current liabilities | 82,117 | 55,526 |
| of which from related parties | 8,784 | |
| Total current liabilities | 1,079,447 | 1,025,418 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 2,608,188 | 2,356,505 |


| Income statement of the first nine months | |||||
|---|---|---|---|---|---|
| (In thousands of euros) | 2025 | 2024 | |||
| Revenue from contracts with customers | 1,936,137 | 896,307 | |||
| of which from related parties | |||||
| Cost of sales | (1,555,293) | (729,578) | |||
| of which from related parties | (3,031) | (2,450) | |||
| Gross operating profit/(loss) | 380,844 | 166,729 | |||
| Sales and distribution costs | (127,780) | (85,295) | |||
| Administrative costs | (169,885) | (49,310) | |||
| of which from related parties | (274) | (227) | |||
| Net write-downs of financial assets | (416) | (439) | |||
| Other revenues and income | 2,842 | 9,384 | |||
| Income from business combinations | 66,952 | 158,028 | |||
| Other operating costs | (5,266) | (4,670) | |||
| Operating profit/(loss) | 147,291 | 194,427 | |||
| Financial income | 20,642 | 9,075 | |||
| of which from related parties | 13,216 | 4,325 | |||
| Financial expenses | (49,905) | (25,624) | |||
| of which from related parties | (7,984) | (2,877) | |||
| Profit/(loss) before taxes | 118,028 | 177,879 | |||
| Income taxes | (11,865) | (7,031) | |||
| Net profit/(loss) | 106,163 | 170,848 | |||
| Profit/(loss) attributable to minority interests | 2,110 | 2,409 | |||
| Group net profit/(loss) | 104,052 | 168,439 | |||
| Basic net profit/(loss) per share | 2.37 | 3.91 | |||
| Diluted net profit/(loss) per share | 2.37 | 3.91 |
| Income statement of the first nine months | ||||
|---|---|---|---|---|
| (In thousands of euros) | 2025 | 2024 | ||
| Net profit/(loss) (A) | 106,163 | 170,848 | ||
| b) Other components of comprehensive income that will | ||||
| not be subsequently reclassified to the income statement: | ||||
| Actuarial gains/(losses) | - | - | ||
| Total other components of comprehensive income that will | - | - | ||
| not be subsequently reclassified to the income statement: | ||||
| c) Components of comprehensive income that will not be | ||||
| subsequently reclassified to the income statement: | ||||
| Hedging instruments net of tax effects | 1,321 | (72) | ||
| Translation reserve | (16,306) | 2,896 | ||
| Total other components of comprehensive income that will not be subsequently reclassified to the income statement |
(14,985) | 2,824 | ||
| d) Total other components of comprehensive income, net of tax effect (B+C) |
(14,985) | 2,824 | ||
| Total comprehensive net profit/(loss) (A)+(D) | 91,177 | 173,671 | ||
| Profit/(loss) attributable to minority interests | 5,331 | 4,595 | ||
| Group net profit/(loss) | 85,846 | 169,077 |


| At 31 December 2023 Allocation of net profit/(loss) for the previous year Treasury shares Total treasury shares Other changes Net profit/(loss) Hedging instruments net of tax effects Translation reserve Actuarial gains/(losses) net of the related tax effect |
Share capital |
Reserves | Net profit/(lo ss) |
Total shareholders' equity attributable to the Group |
Shareholders' equity attributable to minority interests |
Total |
|---|---|---|---|---|---|---|
| 43,935 | 100,375 | 14,325 | 158,635 | 16,022 | 174,657 | |
| 14,325 | (14,325) | - | - | |||
| 11,327 | 11,327 | 11,327 | ||||
| 11,327 | 11,327 | 11,327 | ||||
| (201) | (201) | 44,673 | 44,472 | |||
| 168,439 | 168,439 | 2,409 | 170,848 | |||
| 3,227 | 3,227 | 3,227 | ||||
| 2,896 | 2,896 | 2,896 | ||||
| Total comprehensive net profit/(loss) for the year |
6,123 | 168,439 | 174,562 | 2,409 | 176,971 | |
| At 30 September 2024 | 43,935 | 131,949 | 168,439 | 344,321 | 63,104 | 407,425 |
| Treasury shares | 68 | 68 | 68 | |||
| Total treasury shares | 68 | 68 | 68 | |||
| Other changes | 203 | 203 | (243) | (40) | ||
| Net profit/(loss) | (7,806) | (7,806) | (101) | (7,907) | ||
| Hedging instruments net of tax effects |
(3,700) | (3,700) | 1575 | (2,125) | ||
| Translation reserve | (84) | (84) | 913 | 829 | ||
| Actuarial gains/(losses) net of the related tax effect |
109 | 109 | 282 | 391 | ||
| Total comprehensive net profit/(loss) for the year |
(3,675) | (7,806) | (11,481) | 2,669 | (8,812) | |
| At 31 December 2024 | 43,935 | 128,545 | 160,633 | 333,111 | 65,530 | 398,641 |
| Allocation of net profit/(loss) for the previous year |
160,633 | (160,633) | - | - | ||
| Treasury shares | (6,246) | (6,246) | (6,246) | |||
| Total treasury shares | (6,246) | (6,246) | (6,246) | |||
| Net profit/(loss) | 104,052 | 104,052 | 2,110 | 106,163 | ||
| Hedging instruments net of tax effects |
1,321 | 1,321 | 1,321 | |||
| Translation reserve | (19,527) | (19,527) | 3,221 | (16,306) | ||
| Actuarial gains/(losses) net of the | ||||||
| related tax effect | ||||||
| Total comprehensive net profit/(loss) for the year |
(18,206) | 104,052 | 85,846 | 5,331 | 91,177 | |
| At 30 September 2025 | 43,935 |


| At 30 September | ||||
|---|---|---|---|---|
| (In thousands of euros) | 2025 | 2024 | ||
| Profit/(loss) before taxes | 118,028 | 177,879 | ||
| - Adjustments for: | ||||
| Amortisation, depreciation and write-downs | 76,263 | 37,860 | ||
| Financial expense/(income) | 29,263 | 16,549 | ||
| of which from related parties | 5,232 | 1,452 | ||
| Other non-monetary changes from business combinations | (66,952) | (158,028) | ||
| Cash flow generated /(absorbed) by operating activities before | ||||
| changes in net working capital | 156,601 | 74,259 | ||
| Change in inventory | 9,120 | (33,582) | ||
| Change in trade receivables | (62,417) | (8,629) | ||
| Change in trade payables | 75,183 | 88,952 | ||
| Change in other assets and liabilities | 21,898 | 37,032 | ||
| Use of provisions for risks and charges and for employee benefits | 164 | (2,084) | ||
| Taxes paid | (2,866) | (5,342) | ||
| Net cash flow generated / (absorbed) by operating activities | 197,684 | 150,607 | ||
| Investments in property, plant and equipment | (122,230) | (19,358) | ||
| Investments in intangible assets | (1,921) | (1,481) | ||
| Divestment of financial assets | 133,948 | (11,089) | ||
| Net cash acquired Princes | - | 4,415 | ||
| Net cash acquired – Diageo | 10,897 | - | ||
| Net cash flow generated / (absorbed) by investment activities | 20,694 | (27,513) | ||
| New financial payables | 216,362 | 578,000 | ||
| Repaid financial payables | (156,211) | (424,954) | ||
| Repayments of lease liabilities | (17,943) | (11,403) | ||
| of which from related parties | (4,470) | (4,470) | ||
| Net interest expense | (20,600) | (16,549) | ||
| Sale (purchase) of own shares | (6,246) | 8,936 | ||
| Net cash flow generated/(absorbed) by financing activities | 15,362 | 134,031 | ||
| Total changes in cash and cash equivalents | 233,741 | 257,124 | ||
| Cash and cash equivalents at start of year | 455,134 | 312,460 | ||
| of which from related parties | - | 93,586 | ||
| Offsetting of cash and cash equivalents | - | (235,045) | ||
| Total changes in cash and cash equivalents | 233,741 | 257,124 | ||
| Cash and cash equivalents at end of year | 688,874 | 334,540 | ||
| of which from related parties | - | 89,872 |


The Interim Management Report at 30 September 2025 was prepared in accordance with the international accounting principles (IAS/IFRS) adopted by the European Union for interim reporting (IAS 34). The financial statements were prepared in accordance with IAS 1, while the explanatory notes were prepared in condensed form applying the option provided for in IAS 34 and therefore do not include all the information required for an annual report prepared in accordance with IFRSs. The Interim Management Report at 30 September 2025 should therefore be read in conjunction with the consolidated annual financial statements for the year ended 31 December 2024.
The preparation of interim financial statements in accordance with IAS 34 Interim Financial Reporting requires judgements, estimates and assumptions that have an effect on the values of revenues, costs and assets and liabilities, and on the disclosures relating to contingent assets and liabilities at the reporting date. It should be noted that these estimates may differ from the actual results achieved in the future. The financial statement items that most require greater subjectivity on the part of the Directors when producing the estimates and for which a change in the conditions underlying the assumptions used could have a significant impact on the financial statements are: goodwill, depreciation and amortisation of non-current assets, deferred taxes, the provision for doubtful receivables, the provision for inventory write-downs, the provisions for risks, the defined benefit plans for employees, payables for the purchase of equity investments contained in the other liabilities and the determination of the fair value of the assets and liabilities acquired as part of the business combinations.
The measurement criteria used for the preparation of the consolidated financial statements as at September 2025 are the same as those used for the consolidated financial statements at 31 December 2024, except for the new accounting standards, amendments and interpretations applicable from 1 January 2025, which are described below and which – it is noted – did not have a material impact on the equity and economic situation as at 30 September 2025.
Accounting standards, amendments and interpretations effective from 1 January 2025 and adoptable by the Group:


| Effective date | New accounting standard/amendment |
Date of EU approval (OJEU publication date) |
|---|---|---|
| 1 January 2025 | Lack of exchangeability (Amendments to IAS 21) |
13 Nov 2024 (EU) 2024/2862 |
With Regulation (EU) no. 2024/2862 of 13 November 2024, the European Commission endorsed the amendment to the regulation regarding IAS 21 "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability". The document requires an entity to apply a consistent methodology to ascertain whether one currency can be converted into another, and when this is not possible, how to determine the exchange rate to be used and the disclosures to be made in the notes to the financial statements.
Relevant information is provided below in order to assess the possible impact of the application of new accounting standards and interpretations that have already been issued but have not yet come into force or have not yet been endorsed by the EU and are therefore not applicable to the preparation of the financial statements for the year ending 31 December 2024.
Unless otherwise indicated, the adoption of the following standards is not expected to have a significant impact on the Group's economic and financial results, apart from any additional disclosure requirements.
| Principle, amendment or interpretation | Status |
|---|---|
| IFRS 19 Subsidiaries without public accountability: | Entry into force of the IASB: 1 January 2027 |
| Disclosure | Date of EU endorsement: to be verified |
| IFRS 18 Presentation and Disclosure in Financial | Entry into force of the IASB: 1 January 2027 |
| Statements | Date of EU endorsement: to be verified |
| Amendment to IFRS 9 and IFRS 7 Contracts | Entry into force (IASB): 1 January 2026 |
| Referencing Nature-dependent Electricity | Date of EU endorsement: to be verified |
| Amendment to IFRS 9 Amendments to the Classification and Measurement of Financial Instruments |
Entry into force (IASB): 1 January 2026 Date of EU endorsement: to be verified |
| Amendment to IFRS 7 Classification and | Entry into force (IASB): 1 January 2026 |
| Measurement of Financial Instruments | Date of EU endorsement: to be verified |


Explanatory notes as at 30 September 2025


Business combinations, in which the control of a business is acquired, are recognised in accordance with IFRS 3 "Business combination", applying the acquisition method. In particular, identifiable assets, liabilities and potential liabilities are recognised at fair value at the date of acquisition, i.e. the date when control is acquired (the acquisition date), except for deferred tax assets and liabilities, assets and liabilities relative to employee benefits and assets held for sale, which are recognised based on the relative accounting standards. If positive, the difference between the cost of acquisition and the current value of the assets and liabilities is recorded in intangible assets as goodwill; if negative, after having checked that the current values of the assets and liabilities acquired and the cost of acquisition have been properly measured, it is recorded directly in the statement of other comprehensive income, as revenue. Minority interests on the date of acquisition can be measured at fair value or at the pro-rata of the value of the net assets recognised for the acquired company. The valuation method is chosen on a transaction-bytransaction basis. When the assets and liabilities of the acquired business are calculated on a provisional basis, this must be completed within twelve months of the date of acquisition, taking into account only information relating to facts and circumstances existing at the Acquisition Date. In the year in which the aforementioned calculation is concluded, the provisionally recognised values are adjusted with retrospective effect. The ancillary expenses of the transaction are recognised in the income statement at the moment at which they are incurred. The cost of acquisition is represented by the fair value on the Acquisition Date of the assets transferred, the liabilities assumed and the equity instruments issued for the purpose of the acquisition, and also includes the contingent consideration, i.e. the part of the fee whose amount and disbursement are dependent on future events. The contingent consideration is recognised on the basis of its fair value at the Acquisition Date, and subsequent changes in fair value are recognised in the income statement if the contingent consideration is a financial asset or liability, while contingent considerations classified as equity are not restated and the subsequent elimination occurs directly in equity. Where control is acquired in subsequent phases, the acquisition cost is determined by adding the fair value of the investment previously held in the acquiree and the amount paid for the additional portion. Any difference between the fair value of the investment previously held and its carrying value is charged to the income statement. When control is acquired, any amounts previously recognised as other components of comprehensive income are recognised in the statement of other comprehensive income or, if such reclassification is not envisaged, in another shareholders' equity item. The following table provides the book values of the net assets acquired as part of the Acquisition of the Princes Limited Group.


| As at 01 October | |
|---|---|
| (In thousands of euros) | 2025 |
| Property, plant and equipment including rights of use | 43,344 |
| Intangible assets | 100 |
| Financial assets | 575 |
| Inventories | 25,687 |
| Trade receivables | 4,673 |
| Other receivables and current assets | 1,005 |
| Cash and cash equivalents | 110,396 |
| Deferred tax liabilities | (6) |
| Other non-current liabilities | (2,450) |
| Trade payables | (10,378) |
| Current lease liabilities | (1,300) |
| Other current liabilities | (4,835) |
| Total net assets acquired | 166,451 |
| Fair value at the consideration acquisition date | (99,499) |
| Interim income from business combinations | 66,952 |
The transaction was booked in accordance with the guidance contained in IFRS 3 – "Business Combinations" since it can be categorised as an acquisition.
On first consolidation the fair value measurement of the assets acquired and liabilities assumed was not yet complete. As per the accounting standard in question, management will complete the relevant measurements within 12 months of the purchase date. The badwill calculated in this way is recognised in the consolidated income statement as indicated in IFRS 3, paragraph 34 (MOA 29174) under "income from business combinations".


IFRS 8 - Operating Segments defines an operating segment as a component:
For the purposes of IFRS 8, the Group's activity is identifiable in the following business segments: Dairy Products, Foods, Drinks, Fish, Italian Products, Oils and Other Products.
The table below shows the main statement of financial position and income statement items examined by the chief operating decision maker in order to assess the Group's performance at 30 September 2025:
| Income statement of the first nine months | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands of euros) |
Dairy Products |
Foods | Drinks | Fish | Italian Products |
Oils | Other Products |
Consolidated Financial Statements total |
| Revenue from | ||||||||
| contracts with customers (third parties) |
247,369 | 538,535 | 276,497 | 320,434 | 301,188 | 239,715 | 12,401 | 1,936,137 |
| EBITDA (*) | 25,641 | 51,645 | 14,493 | 14,057 | 41,881 | 8,804 | 80 | 156,601 |
| EBITDA margin | 10.37% | 9.59% | 5.24% | 4.39% | 13.91% | 3.67% | 0.65% | 8.09% |
| Amortisation, | ||||||||
| depreciation and | 11,540 | 21,751 | 11,731 | 5,810 | 17,800 | 1,570 | 5,645 | 75,847 |
| write-downs | ||||||||
| Net write-downs of | 416 | 416 | ||||||
| financial assets | ||||||||
| Income from business | 66,952 | 66,952 | ||||||
| combinations | ||||||||
| Operating profit/(loss) | 14,102 | 29,894 | 2,762 | 8,247 | 24,081 | 7,234 | 60,971 | 147,291 |
| Financial income | - | 20,642 | 20,642 | |||||
| Financial expenses | - | (49,905) | (49,905) | |||||
| Profit/(loss) before | 14,102 | 29,894 | 2,762 | 8,247 | 24,081 | 7,234 | 31,708 | 118,028 |
| taxes | ||||||||
| Income taxes | - | (11,865) | (11,865) | |||||
| Net profit/(loss) | 14,102 | 29,894 | 2,762 | 8,247 | 24,081 | 7,234 | 19,843 | 106,163 |
(*) EBITDA is calculated as the absolute sum of the operating result, net write-downs of financial assets and depreciation/amortisation and write-downs.


Following the acquisition of the Princes Group, segment reporting was revised according to a new business and reporting model. Accordingly, the figures as at 30 September 2024 were restated in order to ensure the consistency of analyses.
| Income statement of the first nine months | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands of euros) | Dairy Products |
Foods | Drinks | Fish | Italian Products |
Oils | Other Products |
Total Combined Financial Statements |
| Revenue from contracts with customers (third | 241,908 | 213,823 | 59,763 | 85,490 | 220,191 | 63,732 | 11,402 | 896,307 |
| parties) EBITDA (*) EBITDA margin | 25,444 10.52% |
16,501 7.72% |
4,295 7.19% |
3,923 4.59% |
23,015 10.45% |
3,702 5.81% |
(2,621) (22.99%) |
74,259 5.36% |
| Amortisation, depreciation and write- downs |
8,408 | 12,873 | 2,999 | 1,018 | 10,780 | - | 1,345 | 37,422 |
| Net write-downs of financial assets | - | - | - | - | - | - | 439 | 438 |
| Income from business combinations | - | - | - | - | - | - | 158,028 | 158,027 |
| Operating profit/(loss) | 17,037 | 3,628 | 1,296 | 2,905 | 12,235 | 3,702 | 153,624 | 194,428 |
| Financial income Financial expenses |
- | - | - | - | - - |
- | 9,075 (25,624) |
9,075 (25,624) |
| Profit/(loss) before taxes | 17,037 | 3,628 | 1,296 | 2,905 | 12,235 | 3,702 | 137,075 | 177,879 |
| Income taxes | - | - | - | - | - | - | (7,031) | (7,031) |
| Net profit/(loss) | 17,037 | 3,628 | 1,296 | 2,905 | 12,235 | 3,702 | 130,044 | 170,848 |


| (In thousands of euros) | At 30 September 2025 |
At 31 December 2024 |
|
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 656,139 | 560,456 | |
| Right-of-use assets | 78,582 | 93,050 | |
| Intangible assets | 135,762 | 141,307 | |
| Equity investments in associates | 10,440 | 10,090 | |
| Non-current financial assets measured at fair value | |||
| through profit or loss | 1,947 | 2,038 | |
| Financial assets measured at amortised cost | 817 | 803 | |
| Deferred tax assets | 17,572 | 22,266 | |
| Total non-current assets | 901,258 | 830,010 |
The following is a description of the main items that make up intangible assets:
The increase compared with 31 December 2024 is mainly due to the acquisition of the Royal Liver Building in Liverpool and Cross Green in Leeds, and to the inclusion within the scope of consolidation of the newly acquired Princes Ready to Drink.
Investments for the period amounted to Euro 122,230 thousand.
Depreciation for the period amounted to Euro 68,591 thousand.
The discount rate was determined on the basis of the marginal borrowing rate of the Group, i.e. the rate that the Group would have to pay for a loan, with a similar maturity and collateral, needed to obtain an asset of similar value to the right-of-use asset in a similar economic climate. The Group has decided to apply a single discount rate to a lease portfolio with reasonably similar characteristics, such as leases with a similar residual maturity for a similar underlying asset class, in a similar economic climate.
The term of the lease of the properties in Italy has been set at six years, based on the withdrawal options provided for in the contracts themselves and on managerial assessments taking into account the changing market context and the Group's acquisition objectives. The rental contracts stipulated between the parties have the same structure, namely: (i) a term of six years automatically extendable for a further six years, with any subsequent tacit renewals every six years, and (ii) the early termination options exercisable by the lessor upon renewal and by the lessee, which may withdraw at any time and without cause, with six months' notice.
Machinery right-of-use assets refer mainly to the lease of capital goods used in the production process.


The change compared with 31 December 2024 was due mainly to depreciation for the period.
The goodwill of Euro 13,071 thousand refers to:
As at 30 September 2025, considering the results achieved in Q3 2025, the Group's management did not identify any negative conditions that would have required the performance of an additional impairment test with respect to the positive assessment made for the financial statements as at 31 December 2024.
This item refers to the following trademarks:
As at 30 September 2025, considering the results achieved in the first half of 2024, the Group's management did not identify any negative conditions that would have required the performance of an additional impairment test with respect to the positive assessment made for the financial statements as at 31 December 2024.
This item includes the trademarks owned by NewPrinces S.p.A. and Princes Group Plc, specifically the Napolina brand in the amount of Euro 7,081 thousand and the brands related to the Food business unit in the amount of Euro 20,135 thousand, which are


amortised on the basis of their residual useful life, estimated on the basis of the period of time over which they are expected to generate cash flows. No impairment indicators were identified with respect to these brands.
This item includes allocations to trademarks with a finite useful life, know how and customer lists, defined in the purchase price allocation following the acquisition of Symington's and Princes and amortised over their estimated remaining useful life based on the period of time they are expected to generate cash flows. No impairment indicators were identified with respect to these assets.
The equity investments in affiliated companies of Euro 8,354 thousand mainly refer to the equity investment held by Centrale del Latte d'Italia S.p.A. in Mercafir Scpa and the equity investment held indirectly by the Princes Group in Marine Biotechnology Limited.
These balances, the amount of which is not material, relate to equity instruments in minor companies, and specifically Princes Limited's shareholding in Cawston Press Limited.
These balances refer mainly to security deposits paid against existing lease agreements.
Prepaid taxes refer mainly to the appropriation of taxed provisions. Based on the multiyear business plans prepared, management believes that these receivables can be fully recovered through future taxable income.


| (In thousands of euros) | At 30 September 2025 | At 31 December 2024 |
|---|---|---|
| Current assets | ||
| Inventories | 503,508 | 486,942 |
| Trade receivables | 325,218 | 258,544 |
| Current tax assets | 2,415 | 6,930 |
| Other receivables and current assets | 54,456 | 53,591 |
| Current financial assets measured at fair value through profit or loss |
48,794 | 1,576 |
| Financial receivables measured at amortised cost | 83,665 | 263,775 |
| Cash and cash equivalents | 688,874 | 455,135 |
| Total current assets | 1,706,930 | 1,526,493 |
Closing inventories were higher than at 31 December 2024 due to the consolidation of Princes Ready to Drink as from 30 September 2025.
The inventory write-down provision did not change during the first nine months of 2025.
There are no significant changes in the receipt conditions. Receivables are shown net of the provision for write-downs estimated prudentially on the basis of information held in order to adjust their value to the presumed realisable value.
At each reporting date, customer receivables are analysed to check their recoverability in accordance with IFRS 9. To perform this analysis, the Group assesses whether there are expected losses from trade receivables over the entire duration of these receivables and takes into account the expertise it has accrued regarding losses on receivables, grouped into similar categories, based on specific factors pertaining to the Group's receivables as well as on the general economic environment. Customer receivables are written down when there is no reasonable expectation that they will be recovered and the write-down takes place in the income statement under "amortisation, depreciation and write-downs".
Current tax assets totalled Euro 2,415 thousand (Euro 6,930 thousand at 31 December 2024).
"Other receivables and current assets" consist of tax receivables, advances to suppliers, prepaid expenses and other short-term receivables:


This item mainly includes government bonds held for the temporary management of excess liquidity and with a view to sale.
Financial receivables measured at amortised cost refer to financial receivables due from the related party Newlat Property S.p.A. for a total of Euro 12,600 thousand and from the parent company Newlat Group S.A. for Euro 71,065 thousand, of which Euro 59,845 thousand related to outstanding cash pooling transactions classified under this item as a result of the Group's overall liquidity management following the recent acquisition of the Princes Limited Group and related transactions (including the shareholder loan obtained by Newlat Group S.A. mentioned in the related note).
"Cash and cash equivalents" mainly consist of sight current accounts with banks.
At 30 September 2025, cash and cash equivalents were not subject to restrictions or constraints.
See the statement of cash flows for changes in the "Cash and cash equivalents" item during the half years under review.
As at 30 September 2025, the Company's fully subscribed and paid-up share capital totalled Euro 43,935,050, divided into 43,935,050 ordinary shares that were dematerialised as a result of the IPO operation in October 2019.
See the statement of changes in equity for further details on changes that occurred as at 30 September 2025.
| (In thousands of euros) | At 30 September 2025 |
At 31 December 2024 |
|---|---|---|
| Non-current liabilities | ||
| Provisions for employee benefits | 15,721 | 13,056 |
| Provisions for risks and charges | 3,673 | 3,723 |
| Deferred tax liabilities | 40,500 | 48,578 |
| Non-current financial liabilities | 739,249 | 581,229 |
| Non-current lease liabilities | 68,180 | 79,758 |
| Shareholder Loan | 177,844 | 206,100 |


At 30 September 2025 this item amounted to Euro 15,721 thousand, up compared to 31 December 2024 mainly due to the inclusion of Princes Ready to Drink within the scope of consolidation.
The table below shows a breakdown of and changes in the item "Provisions for risks and charges":
| (In thousands of euros) | Provision for agents' indemnities |
Provision for legal risks |
Other provisions for risks and charges |
Total provisions for risks and charges |
|---|---|---|---|---|
| Balance at 31 December 2024 | 1,431 | 224 | 2,067 | 3,723 |
| Provisions | 120 | 120 | ||
| Uses | (40) | (130) | (170) | |
| Balance at 30 September 2025 | 1,511 | 224 | 1,937 | 3,673 |
The provision for agents' indemnities represents a reasonable forecast of the charges that would be borne by the Group in the event of future interruption of agency relationships.
As at 30 September 2025, deferred tax liabilities amounted to Euro 40,500 thousand and mainly refer to the tax effect related to the surplus values allocated following the completion of the purchase price allocation.
See the Group's net financial position.
With regard to the transactions for the period, on 7 February 2025 the Group issued a new bond in the total amount of Euro 350,000,000 at an issue price of 100% of the nominal value, represented by 350,000 bonds with a nominal value of Euro 1,000 each at an interest rate of 4.75%. The bonds have a term of 6 years and the option of voluntary early redemption is envisaged as from the fourth year with maturity on 12 February 2031. At the same time as this issue, the Group repaid the Euro 300 million loan signed with a pool of banks in July 2024 for the acquisition of the Princes Group.
The verification of compliance with financial covenants is performed only on the annual data at 31 December based on the requests of the related contracts. The Group believes that these covenants will be respected at 31 December 2025, also considering the results achieved at 30 September 2025. In February the interest on the bond loan of


approximately Euro 5.2 million was paid.
This item includes financial debt relating mainly to multi-year lease agreements for properties used by the Parent Company and by its subsidiaries and to the lease of industrial facilities and machinery.
Liabilities were recognised in compliance with the IFRS 16 accounting standard and determined as the present value of future lease payments discounted at a marginal rate of interest which, based on the length of each individual agreement, was identified in a range between 4% and 6%.
The change compared with 31 December 2024 was due mainly to the reimbursement of rental fees according to existing contractual agreements.
| (In thousands of euros) | At 30 September 2025 |
At 31 December 2024 |
|---|---|---|
| Current liabilities | ||
| Trade payables | 632,447 | 559,229 |
| Current financial liabilities | 324,584 | 385,486 |
| Current lease liabilities | 28,090 | 20,230 |
| Current tax liabilities | 12,209 | 4,946 |
| Other current liabilities | 82,117 | 55,526 |
| Total current liabilities | 1,079,447 | 1,025,418 |
Trade payables refer to purchases of raw materials, packaging and services.
There are no particular changes in supplier payment terms.
Current financial liabilities refer to maturities within 12 months relating to medium-tolong-term loans and the use of credit lines for down payments.
Current tax liabilities totalled Euro 12,209 thousand (Euro 4,946 thousand at 31 December 2024). The change from 31 December 2024 is related to taxes for the period and the payment of the balance for the previous year.
This item consists mainly of tax payables and payables to employees and social security bodies.


The change compared with 31 December 2024 was due mainly to higher payables to employees and others.
Please refer to the management report for an analysis of the income statement items for the first nine months of 2025.
Basic earnings per share are calculated on the basis of the consolidated profit for the period attributable to the shareholders of the Parent Company divided by the weighted average number of ordinary shares, calculated as follows:
| Income statement of the first nine months | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Profit for the year attributable to the Group in thousands of euros | 104,052 | 168,439 | |
| Weighted average number of shares in circulation | 43,934,522 | 43,879,253 | |
| Earnings per share (in Euro) | 2.37 | 3.84 |
The Group's transactions with related parties, identified based on criteria defined by IAS 24 – Related party disclosures, are mainly of a commercial or financial nature and are carried out under normal market conditions. Despite this, there is no guarantee that, if these transactions had been conducted between or with third parties, said third parties would have negotiated and entered into the relevant contracts, or executed the transactions themselves, under the same conditions and in the same manner. The Group deals with the following related parties:
As at 30 September 2025 there were no substantial changes to the situations regarding disputes or contingent liabilities from 31 December 2024. There was no significant litigation outstanding as at 30 September 2025.
Reggio Emilia (RE), 10 November 2025


Angelo Mastrolia Chairman of the BoD
Rocco Sergi Financial Reporting Officer
Pursuant to paragraph 2, article 154-bis of the Italian Consolidated Law on Finance, the Financial Reporting Officer Fabio Fazzari declares that the accounting information contained in this Interim Report corresponds to the contents of accounting documents, books and records.
Reggio Emilia, 10 November 2025
Angelo Mastrolia Chairman of the BoD
Rocco Sergi Financial Reporting Officer
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