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Ibersol

Quarterly Report May 31, 2025

1932_10-q_2025-05-31_79dc8288-ad86-4c09-999a-8c3ea461e5d6.pdf

Quarterly Report

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IBERSOL – SGPS, SA

Publicly Listed Company

Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Share Capital Euros 41,514,818 Commercial Registry: Oporto under number 501669477 Fiscal number: 501669477

Consolidated Report & Accounts 3M 2025

(not audited)

  • Turnover of 115.8 million euros Increase of 17,8% over the same period of 2024
  • Consolidated EBITDA of 24.5 million euros Represents an EBITDA margin of 21.1%, compared to 17.7% in the same period last year
  • Consolidated net profit of -3.5 million euros Reduction of 2.7 million euros compared to the same period in 2024

Consolidated Management Report

Activity

The Group recorded a turnover growth of 17.8%, with around half of this growth being due to the integration of the KFC units belonging to NRS. Like-for-like (LfL) growth was around 2.5% and the remaining growth corresponds to the contribution of expansion.

Turnover (euro million) 3M 2025 3M 2024 Var. 25/24
Sales of Restaurants 112,7 96.2 17.2%
Sales of Merchandise 2.2 2.1 6.6%
Services Rendered 0.8 0.9 -7.1%
Turnover 115,8 99.1 16.8%
Discontinued Operations 0.0 -0.9 -100.0%
Continued Operations Turnover 115.8 98.2 17.8%

The Q1 LfL growth was affected by a negative calendar effect of around 3.5%, resulting from Easter occurring in Q2 and the loss of 1 day in February. If we correct this calendar effect, we estimate LfL growth of around 6%.

In terms of markets, it should be noted that in Portugal growth was moderate and without major differences between the "Counters" and "Restaurants" segments, while restaurants in Spain continue to benefit from the increase in passenger traffic at Airports, which recorded an increase of around 5%.

SALES OF RESTAURANTS
(euro million)
3M 2025 3M 2024 Var. 25/24
Restaurants 24,9 24,4 2.3%
Counters 49,3 36.6 34.6%
Concessions&Catering 38.5 35,2 9.5%
Total Sales 112.7 96.2 17.2%

The "Restaurants" segment with table service, which includes Pizza Hut restaurants, grew by 2.3%.

The "Counters" segment grew 34.6%, but if we exclude the effect of the incorporation of NRS restaurants and the openings, especially of the KFC and Taco Bell brands, sales in the segment would have grown 2.3%.

The "Concessions and Catering" segment is showing double-digit growth in Spain, driven in part by the aforementioned increase in traffic and the opening and conversion of restaurants into permanent formats at airports. The overall performance of the segment is penalised by fewer catering events in Portugal, which we attribute to changes in the Easter calendar and seasonality.

During the 1st Quarter of 2025, the following changes in the number of restaurants were recorded:

  • 1 disposal of the last Burger King restaurant;
  • 1 definitive closure of 1 Pans franchise in Spain;
  • 1 opening in Portugal of a Taco Bell restaurant;

  • 2 openings of Pret a Manger restaurants in Spain (one at Malaga Airport and another at Barcelona

Airport).

At the end of the 1st Quarter, the total number of units was 553 (499 owned and 54 franchised), as explained below:

Nº of Restaurants 31.12.2024 Openings Q1 Disposals
2025
Closures
2025
31.03.2025
PORTUGAL 316 1 1 0 316
Equity Restaurants 315 1 1 0 315
Pizza Hut 110 110
Pans 41 41
Burger King 1 1 0
KFC 75 75
Kiosks 8 8
Taco Bell 26 1 27
Coffee Shops 20 20
Catering 9 9
Concessions 21 21
Others (MIT + Ribs + Pasta Caffé) 4 4
Franchise Restaurants 1 1
SPAIN 222 2 0 1 223
Equity Restaurants 169 2 0 0 171
Pizza Móvil 12 12
Pizza Hut 3 3
Pans 33 33
Ribs 12 12
FrescCo 1 1
KFC 42 42
Concessions - Total દર 2 0 68
Concessions - Other Brands 8 2 10
Concessions - Pret A Manger 1 1
Concessions - KFC 1 1
Concessions - Pizza Hut રેદ 56
Franchise Restaurants 53 0 0 1 52
Pizza Móvil 3 3
Pans 30 1 29
Ribs 15 15
FrescCo 2 2
SantaMaria 3 3
ANGOLA 13 0 0 0 13
KFC 11 11
Pizza Hut 2 2
Other Locations - Franchise 1 0 0 0 1
Pans 1 1
Total Equity Restaurants 497 3 1 0 499
Total Franchise Restaurants રેર 0 0 1 54
TOTAL 552 3 1 1 553

Operating and Financial Results

Despite the 17.8% growth in turnover, the operating result from continuing operations was -0.6 million euros in the 1st Quarter, corresponding to a variation of -1.6 million euros compared to the same period in 2024. This variation is largely due to the increase in amortizations related to the application of IFRS16 standards to the oldest contracts of the Barcelona concession, which reached the passenger traffic of 2019 in 2024 and which were not relevant for the purposes of applying the standard in the previous year.

million euros) 3M 2025 3M 2024 var.
25 vs 24
Turnover 115,8 98,2 17.8%
Cost of sales 27.4 23.7% 23.4 23.9% 17,0%
gross margin % 76,3% 76,1% +0,2 p.p.
External supplies and services 27,2 23.5% 25.6 26.1% 6,2%
Personnel costs 37.9 32.7% 32.6 33.2% 16.4%
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA
25.1 21,7% 16.3 16.6% 53.8%
Operating costs - Other income -1,2 -1.1% -0.8 -0,8% 9393.0%
Operating Costs Total 116.4 100,6% 97,2 98.9% 19.7%
Operating Income -0.6 -0.6% 1.0 1,1% -162,4%
margin -0,6% 1,1% -1,6 p.p.
Ebitda 24,5 21.1% 17,4 17.7% 40.9%
margin 21,1% 17,7% +3,5 p.p.

Gross margin

Gross margin, 76.3% of turnover, rose 0.2 p.p. compared to the previous year. The policy of more aggressive promotions has been mitigated by the increase in sales through aggregators, with a higher gross margin.

Personnel costs

Personnel costs represent 32.7% of turnover (-0.5 p.p. compared to the same period in 2024) due to the increase in turnover and the fact that in 2024 we had some concessions in provisional formats and at the beginning of activity, with lower productivity.

External Supplies and Services

Costs related to "External Supplies and Services" represent 23.5% of turnover, which means a reduction of 2.6 p.p. compared to the same period in 2024. However, this reduction is due to the application of IFRS16 standards to the old Barcelona concession contracts, which reached the passenger traffic of 2019 in 2024 and which were not relevant for the purposes of applying the standard, and correcting this effect these costs would have increased by 1.9 p.p.

This increase of 1.9 p.p. is mainly due to:

  • the increase in Energy (+0.6 p.p.) due to the end of the fixed price contract in the 2nd half of 2024;

  • the increase in commissions paid to aggregators (+0.4 p.p.) due to the increase in the weight of sales through aggregators;

  • the greater weight of franchised brands, namely in the definitive formats of the new concessions of Spanish Airports, with a consequent increase in royalties paid of +0.5 p.p.

Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill

Amortisation, depreciation, impairment losses of AFT, right of use and Goodwill totalled 25.1 million euros, which corresponds to an increase of 8.8 million euros when compared to the same period in 2024, of which 5.7 million euros correspond to the rights of use of the old Barcelona contracts and 1.3 million euros to the assets incorporated by consolidation of NRS.

Amortisation of Rights of Use corresponds to 18.3 million euros and increased by 6.8 million euros compared to the same period in 2024.

EBITDA

The EBITDA for the 1st Quarter reached 24.5 million euros, exceeding the EBITDA recorded in the same period in 2024 by 7.1 million euros. The EBITDA margin rose to 21.1% of turnover (3.5 p.p. above the same period last year).

However, for comparability purposes, if we exclude the impact of IFRS16 on EBITDA, the EBITDA margin without IFRS16 would be 5.3%, which represents a loss of 0.6 p.p. compared to the comparable period:

(million euros) 3M 2025 3M 2024 var.
25 vs 24
3M 2025 w/o IFRS16 3M 2024 w/o IFRS16 var. wlo
IFRS16
25 vs 24
Turnover 115.8 98.2 17,8% 115,8 98,2 17,8%
External supplies and services 27.2 23.5% 25.6 26.1% 6,2% 45.5 39.3% 37.2 37.9% 22.3%
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA
25.1 21,7% 16.3 16.6% 53.8% 7,4 6.4% 5.7 5.8% 30.8%
Ebitda 24.5 21,1% 17.4 17,7% 40,9% 6.2 5,3% 5.8 5,9% 6.9%
margin 21,1% 17,7% +3,5 p.p. 5,3% 5,9% -0,6 p.p.

This reduction in margin is due to the aforementioned increase in "External supplies and services", namely in energy costs, costs with commissions paid to aggregators and costs with royalties.

Financial results

The net Financial Result for the 1st Quarter was negative by 3.9 million euros, which corresponds to a variation of -1.4 million euros compared to that recorded in the same period of 2024, due to the increase in lease interest.

(million euros) 3M 2025 3M 2024 var.
25 vs 24
Financial Results -3.9 -3.3% -2.5 -2.6% 53.4%
Financial expenses and losses -4.6 -3.9% -3.8 -3.9% 20.2%
Financial income and gains 0.7 0.6% 1.4 1.4% -50.4%
Gains (losses) in associated and joint controlled sub. - Equity
method
0.0 0.0% -0.1 -0.1% -104.7%

Financial expenses and losses totalled 4.6 million euros, which corresponds to an increase of 0.8 million euros compared to the same period in 2024. The majority of these expenses and losses are related to interest on leases worth 4.2 million (3.5 million in 2024).

Financial income and gains fell by €0.7 million due to the negative evolution of remuneration rates on financial resources. The average rate for the quarter was 2.7%.

Consolidated net income

The net result reached -3.5 million euros, which represents a variation of -2.7 million euros compared to the same period in 2024. The main contributions to this variation can be summarized as follows:

Variation 2025 vs. 2024
(million euros)
+ Fhitda 7.1
- Amortisations of Rights of Use 6.8
- Amortisation, dep. Impairment losses of TFA, Goodwill and IA 2,0
Interest on Leases 0.7
- Other Financial Losses -0.1
+ Financial Income -0.7
Income Tax -0.4
Net Profit -2.7

Financial situation

Consolidated Financial Position

Consolidated assets amounted to 735.7 million euros and equity amounted to 336.9 million euros, representing 45.8% of total assets. Consolidated liabilities amounted to 398.7 million euros.

Current liabilities amount to 169.7 million euros, of which 72.5 million correspond to lease liabilities, 15.7 million euros less than current assets. The Group has 20.5 million euros in commercial paper and unused credit lines.

As at 31 March 2025, Equity amounted to 336.9 million euros, 5.6 million euros lower than the value recorded at the end of 2024, due to the purchase of own shares (1.7 million euros) and the negative net result for the year.

Consolidated Financial Position
(million euros)
31/03/2025 31/12/2024 Var.
Total Assets 735,7 761,3 -25,6
Total Equity 336,9 342,6 -5,6
l oans 37,3 29.0 8,3
Liability for leases 275,2 289,5 -14.2
Other liabilities 86.2 100.3 -14.0
Total Equity and Liabilities 735.7 761,3 -25,6

The financial autonomy ratio in 2025 continues to demonstrate the balance of the capital structure, standing at 45.8%, compared to 45.0% in 2024.

CAPEX and Investments

In 2025, CAPEX reached 7.8 million euros, corresponding to investment in:

  • Expansion: value corresponding to new restaurants opened (5.3 million euros);
  • Renovations and refurbishments: 5 units in Portugal and Spain (0.5 million euros);
  • Ongoing and other current investments worth 2.0 million euros.

Net Debt

Net debt (including lease liabilities) amounted to 176.9 million euros, which represents an increase of 0.7 million euros compared to the amount owed at the end of 2024 (176.2 million euros), of which 275.2 million correspond to lease liabilities.

(million euros) 31/03/2025 31/12/2024 var.
Total loans 37,3 29.0 8.3
Cash and bank deposits -134,2 -140.7 -6.5
Other current and non-current liabilities -1.5 -1.6 -0.2
Net Bank Debt -98,4 -113,3 -15.0
Liability for leases 275,2 289.5 -14.2
Net Debt 176,9 176,2 0,7
Equity 336.9 342.6 -5.6
Gearing (Net Debt/Net Debt + Equity) 34% 34%

Bank loans amount to 37.3 million euros, 8.3 million euros more than at the end of 2024.

Glossary

Turnover Sales + Services Rendered
Sales Sales of Restaurants + Sales of Merchandise
Sales of Restaurants Sales of directly operated restaurants
Sales of Merchandise Sales of goods to third parties and franchisees
Delivery Sales Sales in which the customer receives the product outside the restaurant. Includes
sales through own delivery service and sales from aggregators
Gross Margin Turnover - Cost of Sales
EBIT Margin EBIT / Turnover
EBITDA Margin EBITDA / Turnover
LfL Like for like. Used to compare sales figures using the same basis for measurement
EBIT (Earnings before Interest and Taxes) Operational Results for continuing operations
EBITDA (Earnings before Interest, Taxes,
Depreciation and Amortization)
Operating results for continuing operations less amortization, depreciation and
impairment losses of tangible fixed assets, Rights of Use, Goodwill and Intangible
Assets
EBITDA without IFRS16 EBITDA excluding the application of IFRS16 to space rental contracts, thus presenting
all rents for the period as operational expenses, in External Supplies and Services
Capex Tangible and intangible assets additions
Financial Result Financial income and gains + Gains (losses) in associated and joint controlled sub. -
Financial Expenses and Losses
Net Financing Costs Interest + commissions
Interest Coverage EBITDA / Financing Costs
Net Bank Debt Bonds + bank loans + other loans + financial leases - cash, bank deposits, other non
current financial assets and other current financial assets
Net Debt Net Bank Debt + Liability for Leases
Gearing Net Debt / (Net debt + Equity Capital)
Financial Autonomy ratio Equity/Total Assets

Own shares

As of March 31, 2025, Ibersol SGPS holds 581,532 own shares acquired at an average price of 7.60 euros and representing 1.40% of the share capital.

Outlook

Recent forecasts from the Banks of Portugal and Spain for 2025 pointed to growth of 2.3% in Portugal (+0.4 p.p. compared to 2024) and 2.7% in Spain (-0.5 p.p. compared to 2024), higher than the 1% growth forecast for the Eurozone (OECD).

The geopolitical situation, the substantial trade shift initiated by the United States of America and the ongoing conflicts in the Middle East and Ukraine continue to generate uncertainty about the future and security of Europe, with potential negative effects on consumer confidence. We believe, however, that southern European markets, which are more exposed to tourism, will continue to show greater resilience in the face of a natural slowdown in consumption.

We expect to complete the conversion of all restaurants in the concessions at Madrid and Lanzarote Airports into the definitive formats and concepts by the end of May 2025.

In terms of expanding our operations, we will continue with our expansion plans for the KFC, Taco Bell and Pret a Manger brands.

Porto, May 29th 2025

António Carlos Vaz Pinto de Sousa

António Alberto Guerra Leal Teixeira

_____________________________________ Maria do Carmo Guedes Antunes de Oliveira

_____________________________________

_____________________________________

_____________________________________

_____________________________________

Juan Carlos Vázquez-Dodero de Bonifaz

Maria Deolinda Fidalgo do Couto

Condensed Statement of Interim Consolidated Income and Other Comprehensive Income12
Condensed Statement of Interim Consolidated Financial Position13
Condensed Statement of Interim Consolidated Cash Flows14
Condensed Statement of Interim Consolidated Changes in Equity 15
Notes to the condensed consolidated interim financial statements 16
1. Presentation and Structure of the Group 16
1.1. Ibersol Group Subsidiaries17
1.2. Ibersol Group's joint ventures and associates 18
1.3. Changes in the consolidation perimeter 18
2. Basis of preparation of the financial information18
2.1. Bases of presentation18
2.1.1. Approval of the financial statements 18
2.1.2. Accounting standards 18
2.1.3. Measurement basis19
2.1.4. Comparability19
2.1.5. Presentation currency and transactions in foreign currency19
2.2. New standards, amendment and interpretation 19
3. Operational Risk Management23
3.1. Risks of the global context 23
3.2. Risks of development and franchise agreements23
3.3. Quality and food safety risks 24
3.4. Price Risk 24
3.5. Environmental risks 24
4. Operational Performance 25
4.1. Revenue25
4.2. Segment reporting 25
4.3. Operating income and expenses 27
4.3.1. Other operating income/(expenses) 27
5. Working Capital 27
5.1. Accounts receivable 27
5.1.1. Other accounts receivable28
5.1.2. Other debtors29
5.2. Accounts payable 29
5.2.1. Suppliers 30
5.2.2. Accrued expenses30
6. Investments 30
6.1. Goodwill30
6.2. Intangible assets31
6.3. Property, plant and equipment33
6.4. Right of use assets 33
6.5. Depreciation, amortization and impairment losses on non-financial assets 34
6.6. Discontinued operations and non-current assets held for sale35
6.7. Investment Property36
7. Financing 36
7.1. Equity36
7.1.1. Share capital36
7.1.2. Own shares37
7.1.3. Earnings per share 37
7.2. Bank Debt37
7.3. Lease liabilities38
7.4. Treasury bonds39
7.5. Cash and bank deposits 39
7.6. Financial activity result 40
8. Income tax 40
8.1. Current income tax 40
8.1.1. Current tax recognized in the income statements40
8.1.2. Current tax recognized in the statement of financial position 40
8.2. Deferred taxes41
8.2.1. Deferred tax assets 41
8.2.2. Deferred tax liabilities 42
9. Other Provisions and Contingencies 42
9.1. Other provisions42
9.2. Contingent assets and liabilities42
9.3. Guarantees 43
10. Transactions with related parties 43
11. Subsequent Events 44

Condensed Statement of Interim Consolidated Income and Other Comprehensive Income

For the three-months periods ending 31 March 2025 and 2024

For the three months period
ended 31 March
Notes 2025 2024
Sales 4.1. 114 962 357 97 384 933
Rendered services 4.1. 800 038 860 840
Cost of sales -27 422 360 -23 438 410
External supplies and services -27 187 698 -25 603 076
Payrolll costs -37 911 260 -32 580 235
Amortisation, depreciation and impairment losses of TFA, Rights of 6.5. -25 126 325 -16 339 925
Use, Goodwill and IA
Other operating gains (losses) 4.3. 1 239 443 751 531
Operating Income -645 805 1 035 658
7.6. -4 562 626 -3 794 915
Financial income and gains 7.6. 689 244 1 388 453
Gains (losses) in associated and joint controlled sub. - Equity method 5 345 -114 685
Profit before tax from continuing operations -4 513 842 -1 485 489
Income tax 8.1.1. 981 897 619 757
Net profit from continuing operations -3 531 945 -865 732
Discontinued operation 6.6. 2 631 019
Profit (loss) from discontinued operations, net of tax
TOTAL COMPREHENSIVE INCOME
-
-3 531 945
1 765 287
Another integral result
Net exchange differences -392 130 209 356
CONSOLIDATED COMPREHENSIVE INCOME -3 924 075 1 974 643
Consolidated net profit attributable to:
Shareholders of parent company
Continued operations -3 520 286 -870 337
Discontinued operations 0 2 631 019
Non-controlling interests
Continuing operations -11 659 4 605
Discontinued Operations 0 0
-3 531 945 1 765 287
Consolidated comprehensive income attributable to:
Shareholders of parent company
Continued operations -3 912 416 -660 981
Discontinued operations 0 2 631 019
Non-controlling interests
Continuing operations -11 659 4 605
Discontinued Operations 0
-3 924 075
0
1 974 643
Earnings per share: 7.1.4.
Basic
Continuing Operations -0,09 -0,02
Discontinued Operations 0,00 0,06
Diluted
Continued operations -0,09 -0,02
Discontinued Operations 0,00 0,06

Porto, 29th May 2025 The Board of Directors,

Condensed Statement of Interim Consolidated Financial Position

At 31 March 2025 and 31 December 2024

ASSETS Notes 31/03/2025 31/12/2024
Non-current
Goodwill 6.1. 58 587 677 58 587 677
Intangible Assets 6.2. 40 370 098 40 927 365
Property, plant and equipment 6.3. 161 689 486 160 526 797
Assets under rights of use 6.4. 250 293 896 264 790 755
Investment property 6.7. 12 464 045 12 539 186
Investments in Associates and Joint Ventures 5 487 204 5 481 859
Debt instruments at amortised cost 7.4. 959 297 1 443 650
Non-current Receivables 5.1. 10 275 657 10 227 350
Deferred Tax Assets 8.2.1. 10 084 194 9 207 174
Total non-current assets 550 211 554 563 731 813
Current Assets
Inventories 14 007 156 15 415 255
Income tax recoverable 8.1.2. 3 126 545 2 968 601
Debt instruments at amortised cost 7.4. 502 334 187 018
Current receivables 5.1. 33 649 380 37 918 728
Cash and bank deposits 7.5. 134 173 390 140 659 284
Total current assets 185 458 805 197 148 885
Group of assets classified as held for sale 6.6. - 396 898
Total Assets 735 670 360 761 277 596
EQUITY
Share capital
Share capital 7.1.1. 41 514 818 41 514 818
Own shares 7.1.2. -4 417 043 -2 696 712
Share premium 29 900 789 29 900 789
Currency translation reserve -22 147 034 -21 754 904
Legal reserve 6 091 350 6 091 350
Retained earnings and other reserves 289 512 594 275 660 797
Net profit for the year -3 520 286 13 851 797
Equity attributable to shareholders of Ibersol 336 935 188 342 567 935
Non-controlling Interests -9 545 2 114
Total Equity 336 925 643 342 570 049
LIABILITIES
Non-current liabilities
Borrowings 7.2. 21 951 542 13 221 336
Lease liabilities 7.3. 202 696 276 214 485 891
Deferred tax liabilities 8.2.2. 3 949 387 4 088 399
Other provisions 9.1. 455 505 455 505
Non-current payables 5.2. 3 704 3 704
Total non-current liabilities 229 056 414 232 254 836
Current Liabilities
Borrowings 7.2. 15 312 826 15 739 644
Lease liabilities 7.3. 72 545 426 75 000 106
Current payables 5.2. 81 628 662 95 427 967
Income tax payable 8.1.2. 201 388 110 993
Total current liabilities 169 688 302 186 278 710
Liabilities directly associated with the group of assets classified as held for sale 6.6. - 174 002
Total Liabilities 398 744 716 418 707 547
Total Equity and Liabilities 735 670 360 761 277 596

Porto, 29th May 2025 The Board of Directors,

Condensed Statement of Interim Consolidated Cash Flows

For the three-months periods ending 31 March 2025 and 2024

Note 2025 2024
Cash Flows from Operating Activities
Receipts from clients 114 851 151 99 695 799
Payments to supliers -65 297 302 -60 620 834
Staff payments -36 372 061 -30 914 717
Flows generated by operations 13 181 788 8 160 248
Payments/receipt of income tax -85 358 -343 431
Other paym./receipts related with operating activities 1 611 554 -5 266 909
Flows from operating activities (1) 14 707 984 2 549 908
Cash Flows from Investment Activities
Receipts from:
Disposal of discontinued operations net of cash and
cash equivalents 6.6. e 5.1.2 6 698 000 6 104 452
Financial investments 425 3 975
Tangible fixed assets - -
Interest received 737 340 1 494 484
Other financial assets 99 709 574 813
Payments for:
Financial investments -2 100 1 334
Tangible fixed assets -11 786 947 -10 615 320
Intangible assests -771 037 -827 636
Flows from investment activities (2) -5 024 610 -3 263 898
Cash flows from financing activities
Receipts from:
Loans obtained 7.2. 18 180 851 -
Payments for:
Loans obtained 7.2. -9 916 306 -6 818 809
Lease liabilities 7.3. -18 120 323 -8 855 805
Interest from loans and similar costs -413 276 -397 538
Interest from lease contracts 7.3. -4 179 883 -3 452 715
Acquisition of own shares -1 720 331 -1 223 469
Flows from financing activities (3) -16 169 268 -20 748 336
Change in cash & cash equivalents (4)=(1)+(2)+(3) -6 485 894 -21 462 326
Cash & cash equivalents at the start of the period 140 659 284 188 538 842
Cash & cash equivalents at end of the period 7.5. 134 173 390 167 076 516

Porto, 29th May 2025 The Board of Directors,

Condensed Statement of Interim Consolidated Changes in Equity

For the three-months periods ending 31 March 2025 and 2024

Attributable to equity holders
Other
Note Share
Capital
Own Shares Share
Premium
Legal
Reserves
Translation
Reserve
Reserves &
Retained
Net
Profit
Total Non-controlling
interests
Total Equity
Earnings
Balance as at 1 January 2024 42 359 577 -3 244 008 29 900 789 4 236 428 -21 494 673 287 597 084 15 537 446 354 892 642 31 446 354 924 088
Changes for the period:
Application of the 2023 consolidated result:
Transfer to reserves and retained earnings 15 537 446 -15 537 446 - -
Capital decrease - -
Purchase of own shares 7.1.2. -1 223 469 -1 223 469 -1 223 469
Conversion reserves - Angola 209 356 209 356 209 356
Consolidated net profit for the three months 1 760 682 1 760 682 4 605 1 765 287
period ending 31 March 2024
Total changes for the period - -1 223 469 - - 209 356 15 537 446 -13 776 764 746 569 4 605 751 174
Consolidated net profit 1 760 682 1 760 682 4 605 1 765 287
Consolidated comprehensive income 1 970 038 4 605 1 974 643
Transactions with equity holders in the period
Appropriation of consolidated net profit for
2023
Dividends distributed - -
Balance on 31 March 2024 42 359 577 -4 467 477 29 900 789 4 236 428 -21 285 317 303 134 529 1 760 682 355 639 210 36 051 355 675 262
Balance as at 1 January 2025 41 514 818 -2 696 712 29 900 789 6 091 350 -21 754 904 275 660 797 13 851 797 342 567 935 2 114 342 570 050
Changes in the period:
Application of the 2024 consolidated result:
Transfer to reserves and retained earnings 13 851 797 -13 851 797 - -
Purchase of own shares 7.1.2. -1 720 331 -1 720 331 -1 720 331
Conversion reserves - Angola -392 130 -392 130 -392 130
Consolidated net profit for the three months
period ending 31 March 2025
-3 520 286 -3 520 286 -11 659 -3 531 945
Total changes for the period - -1 720 331 - - -392 130 13 851 797 -17 372 083 -5 632 747 -11 659 -5 644 406
Consolidated net profit -3 520 286 -3 520 286 -11 659 -3 531 945
Consolidated comprehensive income -3 912 416 -11 659 -3 924 075
Transactions with equity holders in the period
Appropriation of consolidated net profit for
2024
Dividends distributed - -
Balance on 31 March 2025 41 514 818 -4 417 043 29 900 789 6 091 350 -22 147 034 289 512 594 -3 520 286 336 935 188 -9 545 336 925 643

Porto, 29th May 2025 O Conselho de Administração,

Notes to the condensed consolidated interim financial statements

1. Presentation and Structure of the Group

IBERSOL, SGPS, SA (Group or Ibersol) with head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called "the Group"), operate a network of 536 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FrescCo, SantaMaría, Kentucky Fried Chicken, Pans Café, Pizza Móvil, Miit, Taco Bell, Pret a Manger, Sol, Silva Carvalho Catering and Palace Catering, Goto Café and others. The group has 499 units which it operates and 54 units under a franchise contract. Of this universe, 316 are based in Portugal, of which 315 are owned and 1 franchised, and 223 are based in Spain, spread over 171 own establishments and 52 franchisees, and 13 in Angola and 1 in other locations.

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

Company: IBERSOL, SGPS, S.A. Head Office: Edifício Península Praça do Bom Sucesso, nº 105 a 159, 9º, Porto, Portugal Legal Nature: Public Limited Company Share Capital: €41,514,818 N.I.P.C.: 501 669 477

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

1.1. Ibersol Group Subsidiaries

For the periods ended 31 March 2025 and 31 December 2024, the Group companies, their head offices and their main developed business included in the consolidation by the full consolidation method and the respective proportion of equity is as follows:

% Shareholding
Company Head Office
mar/25 Dec/24
Subsidiary companies
Iberusa Hotelaria e Restauração, S.A. Porto 100% 100%
Ibersol Restauração, S.A. Porto 100% 100%
Ibersande Restauração, S.A. Porto 100% 100%
Ibersol Madeira e Açores Restauração, S.A. Funchal 100% 100%
Iberaki Restauração, S.A. Porto 100% 100%
Restmon Portugal, Lda Porto 61% 61%
Vidisco, S.L. Vigo - Spain 100% 100%
Inverpeninsular, S.L. Vigo - Spain 100% 100%
Firmoven Restauração, S.A. Porto 100% 100%
IBR - Sociedade Imobiliária, S.A. Porto 100% 100%
Anatir SGPS, S.A. Porto 100% 100%
Sugestões e Opções-Actividades Turísticas, S.A Porto 100% 100%
José Silva Carvalho Catering, S.A. Porto 100% 100%
Iberusa Central de Compras para Restauração ACE Porto 100% 100%
Maestro - Serviços de Gestão Hoteleira, S.A. Porto 100% 100%
SEC - Eventos e Catering, S.A. Porto 100% 100%
IBERSOL - Angola, S.A. Luanda - Angola 100% 100%
HCI - Imobiliária, S.A. Luanda - Angola 100% 100%
Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto 100% 100%
Lusinver Restauracion, S.A. Vigo - Spain 100% 100%
The Eat Out Group S.L.U. Barcelona - Spain 100% 100%
Pansfood, S.A.U. Barcelona - Spain 100% 100%
Foodstation, S.L.U Barcelona - Spain 100% 100%
Dehesa de Santa Maria Franquicias, S.L. Barcelona - Spain 100% 100%
Food Orchestrator, S.A. Braga 84% 84%
Eat Tasty, S.L. Madrid 84% 84%
Iberespana Central de Compras, A.I.E. Vigo - Spain 100% 100%
IBERPRET, S.A. Porto 100% 100%
New Restaurants of Spain, S.A. Alicante - Spain 100% 100%
Medfood Invest S.L. Alicante - Spain 100% 100%

The Ibersol group does not have any branches.

1.2. Ibersol Group's joint ventures and associates

For the periods ended 31 March 2025 and 31 December 2024, the Group's companies, their respective head offices and their main developed business included in the consolidation by the equity method and the respective proportion of equity is as follows:

% Shareholding
Company Head Office
mar/25 Dec/24
Associated companies
Ziaicos - Serviços e gestão, Lda Porto 40% 40%
Companies controlled jointly
UQ Consult - Serviços de Apoio à Gestão, S.A. Porto 50% 50%
Sapidum Ferrolterra SL Galiza - Spain 25% 25%
Original Chicken Compostela SL Galiza - Spain 25% 25%
Gut & Schnell SL Galiza - Spain 25% 25%
Frisch Vigo SL Galiza - Spain 25% 25%
Frisch Pontevedra SL Galiza - Spain 25% 25%
Lecker Ourense SL Galiza - Spain 25% 25%

1.3. Changes in the consolidation perimeter

Acquisition of new companies

In the three-month period ended 31March 2025, there were no acquisitions of new entities..

Disposals

There were no disposals of companies in the three-month period ended 31 March 312025.

2. Basis of preparation of the financial information

2.1. Bases of presentation

2.1.1. Approval of the financial statements

The interim condensed consolidated financial statements were approved by the Board of Directors and authorized for issue on 29 May 2025.

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

2.1.2. Accounting standards

These condensed consolidated interim financial statements have been prepared in accordance with International Standard 34 - Interim Financial Reporting, and therefore do not include all the information required by the annual financial statements, and should be read in conjunction with the company's financial statements for the period ending 31 December 2024.

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

The Group's Consolidated Financial Statements have been prepared in accordance with the same accounting principles and policies adopted by the Group in the preparation of the annual financial statements, except for the adoption of new standards, amendments and interpretations with mandatory application from 1 January 2025, and essentially including an explanation of the events and changes relevant to an understanding of the variations in the Group's financial position and performance since the date of the annual report. Accordingly, the accounting policies and part of the notes contained in the 2024 financial statements have been omitted, either because they have not changed or because they are not materially relevant to understanding these interim financial statements.

2.1.3. Measurement basis

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

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

2.1.4. Comparability

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

2.1.5. Presentation currency and transactions in foreign currency

2.1.5.1. Presentation currency

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

The foreign currency exchange rates used to convert transactions and balances expressed in Kwanzas at 31 March 2025 and 31 December 2024 were respectively:

mar/25
Euro exchange rates Average interest
(x foreign currency per 1 Euro) Rate on 31 March 2025 rate March 2025
Kw anza de Angola (AOA) 986,193 961,218
Dec/24
Euro exchange rates Rate on December, 31 Average interest
(x foreign currency per 1 Euro) 2024 rate year 2024
Kw anza de Angola (AOA) 947,867 941,620

2.2. New standards, amendment and interpretation

Standards Change Date of
application
The standards, interpretations, amendments and revisions endorsed by the European Union have mandatory
application for the first time in the financial year beginning on 1 January 2025.
Amendments to IAS 21 - The
Effects of Changes in Foreign
Exchange
Rates:
Lack
of
Convertibility
The amendments clarify how an entity should assess whether a
currency is convertible or not and how it should determine a
spot exchange rate in situations of lack of convertibility. A
currency is convertible into another currency when an entity is
able to exchange that currency for another currency at the
measurement date and for a specific purpose. When a currency
is not convertible, the entity
has to estimate a spot exchange rate.
According to the amendments, entities will have to provide new
disclosures to help users assess the impact of using an
estimated exchange rate in the financial statements. These
disclosures may include:
- The nature and financial impacts of the currency not being
convertible;
- The spot exchange rate used;
- The estimation process; and
- The risks to the company because the currency is not
convertible.
1 January 2025
Standards Change
----------- --------

Date of application

Standards, amendments and interpretations issued but not yet effective for the Ibersol Group, not yet endorsed
by the European Union.
Annual Improvements - Volume
11
- IFRS 1 First-time adoption of International Financial Reporting
Standards - Hedge accounting by a first-time adopter;
Notes to the Consolidated Financial Statements
- IFRS 7 Financial Instruments: Disclosures and the respective
Implementation Guide, in order to clarify:
o The application guide, regarding Gain and loss on
derecognition; and
o The implementation guide, namely its Introduction, Fair value
paragraph (disclosures regarding the difference between fair
value and transaction price) and Credit risk disclosure.
- IFRS 9 Financial Instruments:
o Derecognition of lease liabilities;
o Transaction price;
1 January 2026
- IFRS 10 Consolidated Financial Statements - Determination of a
'de facto agent';
- IAS 7 Statement of Cash Flows - Amendment related to
Investments in subsidiaries, associates and joint ventures.
The amendments apply to annual reporting periods beginning
on or after January 1, 2026. Early application is permitted.
IFRS
18
-
Presentation
and
Disclosure
of
Financial
Statements
This standard will replace IAS 1 - Presentation of Financial
Statements and aims to improve comparability and increase
transparency. The main changes introduced by this standard
are:
-
Promotion of a more structured income statement. In
particular, it introduces a new subtotal "operating profit" (as well
as its definition) and the requirement that all income and
expenses be classified into three new distinct categories based
on a company's main business activities: Operating, Investing
and Financing.
- A requirement for companies to analyze their operating
expenses directly on the face of the income statement - either
by nature, by function or in a mixed way.
- Requirement for some of the 'non-GAAP' measures that the
Group uses to be reported in the financial statements. The
Standard defines MPMs (Non-GAAP Performance Measures)
as a subtotal of revenues and expenses that:
o are used in public communications outside the financial
statements; and
o communicate management's view of financial performance.
For each MPM presented, companies will need to explain in a
single note in the financial statements why the measure
provides useful information, how it is calculated, and reconcile it
to a value determined in accordance with IFRS.
- Introduction of improved guidance on how companies group
information in statements financial statements. It includes
guidance on whether material information is included in the
primary financial statements or is more detailed in the notes.
The standard applies to annual reporting periods beginning on
or after January 1, 2027 and applies retrospectively. Early
application is permitted.
1 January 2027
IFRS 19 - Subsidiaries without
Public Accountability: Disclosures
This standard allows eligible subsidiaries to choose to apply the
reduced disclosure requirements of IFRS 19, while continuing to
1 January 2027
apply
the
recognition,
measurement
and
presentation
requirements of other accounting standards
Notes to the IFRS Consolidated Financial Statements.
Application of the standard is optional for eligible subsidiaries.
An entity that applies IFRS 19 is required to disclose that fact as
part of its general statement of compliance with IFRS accounting
standards. A subsidiary may choose to apply the new standard
in its consolidated, individual or separate financial statements,
provided that, at the reporting date:
- it has no public accountability;
- its parent company prepares consolidated financial statements
in accordance with IFRS.
A subsidiary that applies IFRS 19 is required to state clearly in its
explicit and unconditional statement of compliance with IFRS
that IFRS 19 has been adopted.
The standard applies to annual reporting periods beginning on
or after January 1, 2027 and applies retrospectively. Early
application is permitted.
- Clarify the classification of financial assets with environmental,
social
and
corporate
governance
(ESG)
and
similar
characteristics, since these characteristics in loans can affect
whether loans are measured at amortized cost or fair value. To
resolve any potential diversity in practical application, the
amendments clarify how the contractual cash flows of loans
should be valued.
- Clarify the date on which a financial asset or financial liability is
derecognized when it is settled through electronic payment
systems. There is an accounting policy option that allows a
financial liability to be derecognized before the cash is delivered
on the settlement date, if certain criteria are met.
Amendments to IFRS 9 and IFRS 7
- Changes to the classification
and measurement of financial
instruments
-
Improving the description of the term "non-recourse",
according to the amendments, a financial asset has non
recourse characteristics if the ultimate right to receive cash flows
from an entity is contractually limited to the cash flows
generated by specific assets.
The presence of non-recourse characteristics does not
necessarily exclude the financial asset from complying with the
SPPI, but its characteristics need to be carefully analyzed.
1 January 2026
- Clarify that a linked instrument must have a cascading payment
structure that creates a concentration of credit risk by allocating
losses disproportionately between different tranches. The
underlying pool may include financial instruments that are not
within the scope of the classification and measurement of IFRS
9 (e.g. finance leases), but must have cash flows equivalent to
the SPPI criterion.
The International Accounting Standards Board (IASB) has also
introduced additional disclosure requirements relating to equity
investments
designated
at
fair
value
through
other
comprehensive
income
and
financial
instruments
with
contingent features, for example features linked to ESG targets.
The standard applies to annual reporting periods beginning on
or after January 1, 2026 and applies retrospectively. Early
application is permitted.
On December 18, 2024, the IASB issued amendments to help
companies better report the financial effects of nature
1 January 2027
Amendments to IFRS 9 and IFRS 7 dependent electricity contracts, which are often structured as
-
Changes
to
Contracts
power purchase agreements (PPAs).
Referencing
Nature-Dependent
Electricity
Nature-dependent electricity contracts help companies secure
their electricity supply from sources such as wind and solar
power. The amount of
electricity generated under these contracts may vary depending
on non-controllable factors, such as weather conditions. Current
accounting requirements may not adequately reflect how these
contracts affect a company's performance.
To enable companies to better reflect these contracts in their
financial statements, the IASB has made specific amendments to
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures. The changes include:
- Clarification of the application of the "own-use" requirements;
- Allowing hedge accounting if these contracts are used as
hedging instruments; and
- 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 effective for periods beginning on or
after January 1, 2026. Early adoption is permitted.

The adoption of the standards and amendments endorsed by the European Union and of mandatory application for annual periods beginning on or after 1 January 2025 did not result in significant impacts on the consolidated financial statements.

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

3. Operational Risk Management

3.1. Risks of the global context

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

3.2. Risks of development and franchise agreements

In previous years, the Group signed development contracts with Taco Bell, KFC (for Portugal and Spain) and Pret a Manger (Portugal and Spain).

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

In 31 December 2024, the Group has not completed all the planned openings of KFC restaurants in Spain, and is negotiating with KFC to revise the current development contracts

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

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

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

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

3.3. Quality and food safety risks

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

3.4. Price Risk

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

3.5. Environmental risks

Environmental impact

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

Climate change

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

Extreme events

The increasingly frequent occurrence of extreme natural events threatens people's safety and business continuity. The Ibersol Group has ISO certifications that guarantee high standards of occupational health and safety, as well as complying with all legal rules on physical safety and civil protection.

Use of energy and natural resources

The Ibersol Group depends on the use of energy and natural resources, namely electricity, gas and water, for its operations. The Group is aware of the impacts that factors such as the increase in average global temperature and price volatility in the energy market may have on its operations and results, and therefore maintains internal policies and specific initiatives for more efficient use of these resources.

4. Operational Performance

4.1. Revenue

The revenue from contracts with customers is presented as follows:

2025 2024
Catering sales 112 745 056 96 199 076
Restaurant sales 108 668 345 89 674 231
Event catering sales 1 797 732 4 364 884
Concession catering sales 2 278 979 2 159 961
Merchandise sales to franchisees 2 217 301 2 080 963
Total sales 114 962 357 98 280 039
Services Rendered 800 038 860 840
Franchise royalties 437 916 473 921
Rents from investment properties 172 326 168 901
Other 189 796 218 018
Turnover Continuing Operations 115 762 395 99 140 879
Turnover Discontinued Operations - 895 106
Turnover 115 762 395 98 245 773

In 31 March 2025 restaurant sales through Aggregator platforms amount to €14.7 million (€10.8 million in 31 March 2024).

4.2. Segment reporting

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

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

DETAILED INFORMATION REGARDING OPERATING SEGMENTS

Restaurants Counters Concessions, Travel and
Catering
Others, eliminations and
adjustments
Total Group
mar/25 mar/24 mar/25 mar/24 mar/25 mar/24 mar/25 mar/24 mar/25 mar/24
Turnover 26 231 191 25 716 908 50 414 630 37 393 381 38 740 891 34 699 283 375 683 436 201 115 762 395 98 245 773
Operating profit minus amortisation, deprec.
and impairment losses
3 731 967 4 107 207 8 009 598 5 992 397 12 702 198 7 256 288 36 758 19 691 24 480 520 17 375 583
Amortisation, depreciation and impairment
losses
-2 861 039 -3 009 784 -7 061 176 -5 083 745 -14 629 691 -7 452 262 -574 418 -794 134 -25 126 325 -16 339 925
Operating profit 870 928 1 097 423 948 422 908 651 -1 927 493 -195 973 -537 660 -774 443 -645 805 1 035 658
Financial profit (loss) -3 873 382 -2 406 462
Other non-operating gains (losses) 5 345 -114 685
Income tax for the period 981 897 619 757
Consolidated net profit -3 531 945 -865 732
mar/25 Dec/24 mar/25 Dec/24 mar/25 Dec/24 mar/25 Dec/24 mar/25 Dec/24
Total allocated assets 118 968 880 115 945 889 226 324 006 225 714 739 222 288 954 238 862 355 13 353 115 13 708 260 580 934 954 594 231 243
Total allocated liabilities 54 057 359 56 781 374 101 659 080 115 761 851 214 606 320 224 118 707 895 104 1 124 219 371 217 864 397 786 151

The unallocated assets and liabilities resulting from investment, financing and tax activities managed on a centralized and consolidated basis, are as follows:

Assets and liabilities of the unallocated
segments
mar/25 Dec/24
Assets Liabilities Assets Liabilities
Deferred Taxes 10 084 194 3 949 387 9 207 174 4 088 399
Income tax 3 126 545 201 388 2 968 601 110 993
Net Financing 134 173 390 23 376 078 140 659 284 16 722 004
BK sale receivable amount 126 843 - 6 824 843 -
Non-current accounts receivable 275 598 - 273 924 -
Investments in associates and joint ventures 5 487 204 - 5 481 859 -
Debt instruments at amortised cost 1 461 631 - 1 630 669 -
Total 154 735 405 27 526 853 167 046 353 20 921 397
mar/25 Dec/24
Assets Liabilities Assets Liabilities
Allocated by segment 580 934 954 371 217 863 594 231 243 397 786 151
Not allocated 154 735 405 27 526 853 167 046 353 20 921 397
Total Balance 735 670 360 398 744 716 761 277 596 418 707 547

INFORMATION BY GEOGRAPHY

As at 31 March 2025 the breakdown of revenues and non-current assets by geography is as follows:

31 March 2025 Portugal Angola Espanha Grupo
Turnover 59 862 781 4 158 552 51 741 062 115 762 395
Tangible and intangible fixed assets 121 432 391 7 014 257 73 612 936 202 059 584
Right-of-Use Assets 58 266 059 1 156 809 190 871 028 250 293 896
Investment property 12 464 045 - - 12 464 045
Goodwill 6 604 503 130 714 51 852 460 58 587 677
Deferred tax assets - - 10 084 194 10 084 194
Investments in assoc. and joint ventures 5 487 204 - - 5 487 204
Non-current accounts receivable 275 598 - 10 000 059 10 275 657
Debt instruments at amortised cost - 959 297 - 959 297
Total non-current assets 204 529 800 9 261 077 336 420 677 550 211 554

4.3. Operating income and expenses

4.3.1. Other operating income/(expenses)

Other expenses and other operating income breakdown in 31 March 2025 and 31 December 2024 is presented as follows:

2025 2024
Other operating expenses
Direct/indirect taxes not affecting the operating activity 244 931 210 053
Losses on tangible fixed assets 123 611 58 787
Exchange differences 239 071 6 623
Stock losses - 31 303
Membership fees, donations and gifts and inventory samples 76 477 55 039
Impairment adjustments (of receivables) 9 000 36 300
Other operating expenses 181 379 421 124
874 469 819 229
Other operating income
Operating subsidies 8 214 69 992
Supplementary income 1 937 631 1 314 842
Exchange differences 57 773 31 602
Gains on tangible fixed assets 46 442 75 076
Investment subsidies 2 649 -
Other operating income 61 203 79 248
2 113 912 1 570 760
Other operating income / (expenses) 1 239 443 751 531

5. Working Capital

5.1. Accounts receivable

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

For the periods ended 31 March 2025 and 31 December 2024, the accounts receivable item breaks down as follows:

Note mar/25 Dec/24
Non-current accounts receivable
Non-current financial assets 275 598 273 924
Non-current loans 495 871 495 871
Other accounts receivable 5.1.1 9 576 068 9 529 435
Accumulated impairment losses -71 880 -71 880
10 275 657 10 227 350
Current accounts receivable
Clients 12 473 515 10 620 875
State and other public entities 6 641 811 4 314 521
Other debtors 5.1.2. 7 653 489 8 828 016
BK sale receivable amount 126 843 6 824 843
Advances to suppliers c/a 555 087 414 566
Advances to suppliers of fixed assets 1 400 980 506 405
Accrued income 4 308 612 6 789 109
Expenses to be recognised 3 322 942 2 445 755
Accumulated impairment losses -2 833 899 -2 825 362
33 649 380 37 918 728
Total Accounts receivable 43 925 037 48 146 078

BK sale receivable amount

The receivable for the sale of BK, under the share purchase agreement signed with Burger King Portugal in November 2022 for the sale of the Burger King business, of 6,824,843 euros relates to the earn-out in the amount of 6,663,297 euros, estimated for compliance with the extension program of some contracts, and 161,546 euros from ASA Norte, both amounts received in February 2025.

Non-current financial assets

The balance relates essentially to the Labor Compensation Fund.

State and other public entities

The balance relates essentially to VAT recoverable in the amount of 6,498,224 euros at 31 March 2025 (4,135,661 euros in 31 December 2024).

5.1.1. Other accounts receivable

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

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

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

The value of the guarantees and deposits related to the Airport lease agreements in Spain with AENA at 31 March 2025 total 7,613,702 euros (7,613,702 euros in 31 December 2024).

5.1.2. Other debtors

On 31 March 2025 and 31 December 2024 the balance under Other debtors includes aggregators, other suppliers' debts, debits to suppliers for the recovery of charges for marketing and rappel contributions, meal vouchers (delivered by customers), short-term guarantees and miscellaneous advances, as follows:

mar/25 Dec/24
Meal card/Aggregators 1 194 285 935 848
Deposits and guarantees 346 148 330 776
Marketing and rappel 1 217 403 847 243
Other debtors 1 255 680 4 894 742
Advances 379 251 79 009
Staff expenses 182 101 388 994
Suppliers' debt balances 2 819 148 496 654
Credit sales 147 331 696 377
Continente card 112 144 158 371
Total 7 653 490 8 828 015

Meal card/Aggregators

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

Marketing and rappel

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

Suppliers' debt balances

Balances owed to suppliers correspond to debits made in March and charged on the date of payment in the following month.

5.2. Accounts payable

In the periods ended 31 March 2025 and 31 December 2024, the accounts payable item breaks down as follows:

Note mar/25 Dec/24
Non-current payables
Non-current payables 3 704 3 704
3 704 3 704
Current payables
Suppliers 5.2.1. 48 000 813 59 345 148
Accrued expenses 5.2.2. 17 665 574 21 606 794
Other creditors 6 581 332 5 156 444
State and other public entities 7 704 630 8 583 591
Income to be recognised 1 676 313 735 990
81 628 662 95 427 967
Total accounts payable 81 632 366 95 431 671

State and other public entities

State and other public balances is essentially VAT payable of 3,874,090 euros (3,499,933 euros as at 31 December 2024) and Social Security of 2,962,755 euros (4,003,096 euros as at 31 December 2024).

5.2.1. Suppliers

The breakdown of suppliers on 31 March 2025 and 31 December 2024, is as follows:

mar/25 Dec/24
Suppliers - current account 35 167 152 41 565 695
Suppliers - Invoices being received and checked 8 320 443 9 416 046
Suppliers of fixed assets - current account 4 513 218 8 363 407
Total accounts payable to suppliers 48 000 813 59 345 148

5.2.2. Accrued expenses

As at 31 March 2025 and 31 December 2024 the breakdown of accrued expenses, is as follows:

mar/25 Dec/24
Insurance payable 143 024 171 251
Accrued payroll 11 179 424 9 397 737
External services rendered 5 634 555 11 792 983
Others 708 572 244 823
Total accrued expenses 17 665 575 21 606 794

In 2024, accrued expenses - external supplies and services, include the amount relating to variable rents payable to AENA in respect of contracts at airports in Spain which, as a result of Law 13/2021, were not subject to guaranteed minimum rents in 2024.

6. Investments

6.1. Goodwill

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

mar/25 Dec/24
Restaurants 7 147 721 7 147 721
Counters 16 754 847 16 754 847
Concessions and Catering 34 505 388 34 505 388
Others 179 721 179 721
Total 58 587 677 58 587 677

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

mar/25 Dec/24
Restaurants 7 147 721 7 147 721
Ribs 5 175 479 5 175 479
Pizza Hut 1 972 242 1 972 242
Counters 16 754 847 16 754 847
Pans & C.º 11 850 160 11 850 160
KFC (PT) 708 785 708 785
KFC (Spain) 4 195 902 4 195 902
Concessions and Catering 34 505 388 34 505 388
Concessions & travel (ES) 30 630 919 30 630 919
Concessions & travel (PT) 850 104 850 104
Catering 3 024 365 3 024 365
Others 179 721 179 721
Total 58 587 677 58 587 677

Changes in goodwill

In the periods ended 31 March 2025 and 31 December 2024, there were no changes in goodwill, as follows:

Restaurants Counters Concessions
and Catering
Others Total
01 January 2024 7 147 721 12 558 945 34 505 388 179 721 54 391 775
Additions - 4 195 902 - - 4 195 902
31 December 2024 7 147 721 16 754 847 34 505 388 179 721 58 587 677
Asset value 17 757 288 16 754 847 38 847 684 179 721 73 539 540
Accumulated impairment -10 609 567 - -4 342 296 - -14 951 863
31 December 2024 7 147 721 16 754 847 34 505 388 179 721 58 587 677
Asset value 17 757 288 16 754 847 38 847 684 179 721 73 539 540
Accumulated impairment -10 609 567 - -4 342 296 - -14 951 863
31 March 2025 7 147 721 16 754 847 34 505 388 179 721 58 587 677

In 2024, the additions relate to the purchase of the subsidiary Medfood Investments S.L. (which in turn holds 100% of the share capital of New Restaurants of Spain, S.A.).

6.2. Intangible assets

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

As at 31 March 2025, the concessions, included under the industrial property heading, and the respective associated useful life, are presented as follows:

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

Changes in Intangible assets

During the three-month period ending 31 March 2025 and the year ending 31 December 2024, the movement in the value of intangible assets, as well as in the respective amortization and accumulated impairment losses, was as follows:

Brands Industrial
property
Other
intangible
assets
Intangible assets
in progress
Total
01 January 2024 14 116 667 10 136 490 1 451 669 800 107 26 504 933
Acquisition by business combination - 15 840 465 - - 15 840 465
Currency translation - -16 269 - -1 250 -17 519
Additions - 2 830 779 300 214 27 814 3 158 807
Decreases - -243 804 -60 054 - -303 858
Transfers - 80 073 112 447 -184 116 8 404
Amortization for the year -1 100 000 -2 301 701 -862 167 - -4 263 868
31 December 2024 13 016 667 26 326 033 942 109 642 555 40 927 364
Cost 22 000 000 62 116 782 9 611 234 642 555 94 370 571
Accumulated amortization -8 983 333 -31 479 809 -8 636 829 - -49 099 971
Accumulated Impairment - -4 310 940 -32 296 - -4 343 236
31 December 2024 13 016 667 26 326 033 942 109 642 555 40 927 364
Currency translation - -6 293 - -2 698 -8 991
Additions - 196 346 2 574 689 771 037
Decreases - -8 794 -20 - -8 814
Transfers - 8 844 - -8 844 -
Amortization for the year -275 000 -645 238 -390 261 - -1 310 499
31 March 2025 12 741 667 25 870 898 551 830 1 205 702 40 370 098
Cost 22 000 000 62 293 028 9 601 158 1 205 702 95 099 888
Accumulated amortization -9 258 333 -32 111 190 -9 017 032 - -50 386 555
Accumulated Impairment - -4 310 940 -32 296 - -4 343 236
31 March 2025 12 741 667 25 870 898 551 830 1 205 702 40 370 098

In 2024, the acquisition by business combination corresponds to the intangibles acquired within the Medfood business.

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

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

6.3. Property, plant and equipment

Changes in property, plant and equipment

During the three-month period ending 31 March 2025 and the year ending 31 December 2024, the movement in the value of tangible fixed assets, as well as in the respective amortization and accumulated impairment losses, was as follows:

Buildings and
Land other Equipment tangible fixed Other tangible Total
constructions assets fixed assets
01 January 2024 7 156 810 91 542 747 21 729 665 5 388 487 4 892 639 130 710 348
Acquisition by business combination 1 369 358 3 004 790 6 275 378 - - 10 649 525
Currency translation -217 077 174 487 252 215 -258 873 -17 688 -66 936
Additions 591 286 21 743 490 11 171 546 2 857 774 1 998 987 38 363 083
Decreases - -140 808 -66 147 -9 525 -39 811 -256 291
Transfers - 1 191 677 2 039 047 85 684 -3 325 662 -9 254
Depreciation for the year - -10 759 809 -6 524 341 -1 324 430 - -18 608 581
Impairment for the year - -255 098 - - - -255 098
31 December 2024 8 900 377 106 501 476 34 877 362 6 739 116 3 508 465 160 526 797
Cost 9 259 729 222 416 648 131 563 052 24 160 982 3 508 465 390 908 876
Accumulated depreciation -350 351 -104 559 993 -96 254 262 -17 404 292 - -218 568 899
Accumulated Impairment -9 000 -11 355 179 -431 427 -17 574 - -11 813 180
31 December 2024 8 900 377 106 501 476 34 877 362 6 739 116 3 508 465 160 526 797
Currency translation -52 012 -99 112 -29 541 -3 485 -64 075 -248 225
Additions 913 008 3 711 699 1 171 983 354 068 891 424 7 042 183
Decreases - -48 469 -2 144 -11 240 -34 896 -96 749
Transfers - 819 640 387 255 70 924 -1 401 500 -123 682
Depreciation for the year - -3 137 932 -1 896 912 -375 995 - -5 410 838
31 March 2025 9 761 373 107 747 302 34 508 003 6 773 388 2 899 418 161 689 486
Cost 10 107 110 226 600 215 132 860 314 24 541 688 2 899 418 397 008 745
Accumulated depreciation -336 735 -107 497 736 -97 920 884 -17 750 726 - -223 506 081
Accumulated Impairment -9 000 -11 355 179 -431 427 -17 574 - -11 813 180
31 March 2025 9 761 373 107 747 302 34 508 003 6 773 388 2 899 418 161 689 486

In 2024, the acquisition by concentration of business activities corresponds to the tangible fixed assets acquired as part of the Medfood business.

The investment of 7 million euros in 2025 refers to the opening of 1 Taco Bell and two concessions at airports in Spain, the renovation of stores and the completion of investments in 4 stores opened at the end of the year. The investment in 2024 of around 38 million euros relates mainly to 5 Taco Bell, 3 Pans, 2 Pizza Hut, 12 KFC, 1 Ribs and 1 Pret a Manger, in Portugal and Spain, 1 KFC and 1 Pizza Hut in Angola, a brewery at Madeira Airport and investment in the new concessions at Spanish airports, 6 Pret a Manger, 1 KFC, 1 Pizza Hut and 7 other brands.

The value of tangible assets in progress at 31 March 2025, in the amount of €2.9M, refers to investments made for future openings

6.4. Right of use assets

Changes in right of use assets

During the three-month period ending 31 March 2025 and the year ending 31 December 2024, the movement in the value of the rights of use, as well as in the respective amortization and accumulated impairment losses, is presented as follows:

Shops and
Commercial Buildings Equipment Other assets Total
Spaces
01 January 2024 213 227 894 3 083 281 2 338 613 166 805 218 816 592
Acquisition by business combination 17 962 218 262 675 3 467 705 - 21 692 599
Currency translation -7 925 - - - -7 925
Increases 75 922 735 - - - 75 922 735
Decreases -1 515 825 - -13 814 -4 570 -1 534 209
Transfers -1 310 000 - - - -1 310 000
Depreciation for the year -46 677 589 -1 103 216 -968 311 -39 922 -48 789 037
31 December 2024 257 601 508 2 242 741 4 824 193 122 313 264 790 755
Cost 366 517 891 13 762 059 13 109 757 335 918 393 725 624
Accumulated depreciation -107 606 383 -11 519 318 -8 285 564 -213 605 -127 624 870
Accumulated Impairment -1 310 000 - - - -1 310 000
31 December 2024 257 601 508 2 242 741 4 824 193 122 313 264 790 755
Currency translation -48 830 - - - -48 830
Increases 3 881 819 - - - 3 881 819
Decreases - - - - -
Depreciation for the year -17 710 356 -314 902 -294 657 -9 933 -18 329 849
31 March 2025 243 724 141 1 927 838 4 529 536 112 380 250 293 895
Cost 367 944 688 13 762 059 13 109 757 335 918 395 152 422
Accumulated depreciation -122 910 547 -11 834 220 -8 580 221 -223 538 -143 548 526
Accumulated Impairment -1 310 000 - - - -1 310 000
31 March 2025 243 724 141 1 927 838 4 529 536 112 380 250 293 896

In 2024, the acquisition by business combination corresponds to the rights of use relating to 34 restaurant leases in Spain and 15 equipment leases, acquired as part of the Medfood business.

In 2024, the value of the increases corresponds to 29 new leases, 45 renewals and 8 extensions of space leases. In Spain, the increases include the "reactivation" of the Barcelona Airport contracts (under the provisions of Law 13/2021, with 2024 traffic exceeding 2019 traffic, there are now guaranteed minimum rents again) and the new contracts for Malaga, Madrid and Barcelona Airports.

In the first three months of 2025, the value of the increases corresponds to 1 new lease and 7 renewals. In addition, the effect of the remeasurement of contracts due to rent updates by the Consumer Price Index and other changes in the expected lease payments also contributed.

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

6.5. Depreciation, amortization and impairment losses on nonfinancial assets

Expenses with depreciation, amortization and impairment losses on non-financial assets in 31 March 2025 and 2024 were as follows:

mar/25 mar/24
Nature Note Depreciation
and
amortisation
Impairment
losses
Total Depreciation
and
amortisation
Impairment
losses
Total
Goodwill 6.1. - - - - - -
Intangible assets 6.2. -1 310 499 - -1 310 499 -817 621 - -817 621
Property, plant and equipment 6.3. -5 410 838 - -5 410 838 -3 946 697 - -3 946 697
Right-of-use assets 6.4. -18 329 849 - -18 329 849 -11 500 633 - -11 500 633
Investment property 6.7. -75 141 - -75 141 -75 141 - -75 141
Currency translation - - - 167 - 167
Total -25 126 325 - -25 126 325 -16 339 925 - -16 339 925

Judgments and estimates

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

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

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

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

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

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

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

Methods and assumptions used

On 31 March 2025, despite the fluctuations in sales, management believes that there are no circumstances at this date that could question the medium and long-term projections assumed in the impairment tests carried out with reference to December 31, 2024 and, therefore, no relevant indications were identified that would indicate the need to carry out new impairment tests in the first three months of 2025.

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

In January 2025, the sale of non-current assets held for sale (NCAHS) and the respective liabilities directly associated with Burger King in the Madeira Airport concession, which had not yet been sold in 2024, was completed.

At 31 March 2025 and 2024, the impact of discontinued operations on the Consolidated Statement of Cash is as follows:

Cash flows from discontinued operations mar/25 mar/24
Cash Flows from Operating Activities - -172 181
Cash flows from investing activities - Disposal of available-for-sale
non-current assets (NCAHS)
137 304 6 082 582
Cash and cash equivalents from discontinued operations 137 304 5 910 401

6.7. Investment Property

Investment properties (IPs) relate to real estate assets where 9 Burger King restaurants operate. These assets were leased to Burger King Portugal, with rents of 172,326 euros on 31 March 2025 (168,901 euros on 31 March 2024).

Movements in investment properties

During the three-month period ending 31 March 2025 and the year ending 31 December 2024, the movement in the value of the investment property, as well as in the respective amortizations, was as follows:

Investment
Property
01 January 2024 12 839 749
Increases -
Decreases -
Depreciation for the year -300 563
31 December 2024 12 539 186
Cost 13 425 032
Accumulated depreciation -885 847
Accumulated Impairment -
31 December 2024 12 539 186
Increases -
Decreases -
Transfers -
Depreciation for the year -75 141
31 March 2025 12 464 045
Cost 13 425 032
Accumulated depreciation -960 988
Accumulated Impairment -
31 March 2025 12 464 045

No significant changes are expected in the fair value of these IPs compared to what was disclosed on 31 December 2024 (12.5 million euros).

7. Financing

7.1. Equity

7.1.1. Share capital

On 5 July 2024, the company reduced its share capital from 42,359,577 euros to 41,514,818 euros, by cancelling 844,759 of its own shares, in order to release excess capital.

On 31 March 2025, Ibersol's share capital was fully subscribed and paid up, and was represented by 41,514,818 registered shares with a nominal value of 1 euro each.

7.1.2. Own shares

During the first three months of the year, under the buy-back programme approved by shareholders in 2023 and a new programme approved at the last General Meeting of 29th May 2025, the group acquired 205,650 shares at an average price of 8.37 euros.

On 31 March 2025, the company held 581,532 own shares acquired, at an average price of 7.60 and representing 1.4% of the share capital.

7.1.3. Earnings per share

At 31 March 2025 and 2024, basic and diluted earnings per share were calculated as follows:

2025 2024
Profit attributable to equity holders
Continuing operations -3 520 286 -870 337
Discontinued operations 0 2 631 019
Number of shares issued at the beginning of the year 41 514 818 46 000 000
Number of shares issued at the end of the year 41 514 818 42 359 577
Weighted average number of ordinary shares issued (i) 41 514 818 42 359 577
Weighted average number of treasury shares (ii) 476 707 580 194
Weighted average number of shares outstanding (i-ii) 41 038 111 41 779 383
Basic earnings per share (euros per share)
Continued operations -0,09 -0,02
Discontinued operations 0,00 0,06
Diluted earnings per share (€ per share)
Continued operations -0,09 -0,02
Discontinued operations 0,00 0,06
Number of treasury shares at the end of the period 581 533 662 071

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

7.2. Bank Debt

At 31 March 2025 and 31 December 2024 current and non-current borrowings had the following detail:

mar/25 Dec/24
Non-current
Bank loans 21 951 542 13 221 336
Commercial paper - -
21 951 542 13 221 336
Current
Bank overdrafts 6 734 884 1 300 340
Bank loans 6 077 942 4 605 304
Commercial paper 2 500 000 9 834 000
15 312 826 15 739 644
Total borrowings 37 264 368 28 960 979

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

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

The interest rate in force on 31 March 2025 for CPP and borrowings was on average around 3.35% (5% on 31 December 2024). Borrowings indexed at variable rates are indexed to Euribor.

As at 31 March 2025, the Group had 20.5 million euros in commercial paper not issued and credit lines contracted but not used.

Additionally, there are contracts in which the respective creditors have the possibility to consider the debt overdue in the event of a change in shareholder control, however none of that debt was being used on 31 March 2025.

Changes in bank debt

Movements in the three-month period ending 31 March 2025 and the year 2024 under current and non-current loans, except for finance leases and bank overdrafts, are presented as follows:

mar/25 Dec/24
1 January 28 960 979 28 454 044
Variations with impact in cash flows:
Proceeds from borrowings obtained 18 180 851 16 767 067
Financial debt repayments -9 916 306 -26 177 287
Variations without impact on cash flows:
Changes in the consolidation perimeter - 10 118 181
Incentives support to investment - -2 095 200
Outstanding contracted amounts - 1 981 131
Financing set-up costs - 16 639
Capitalised interest and other 38 844 -103 596
at 31 March 37 264 368 28 960 979

In 2024, the changes in the consolidation perimeter are the result of acquisitions by business combination, of the subsidiary Medfood (which in turn holds 100% of the share capital of New Restaurants of Spain, S.A.)..

7.3. Lease liabilities

At 31 March 2025, the company has commitments to third parties arising from lease contracts, namely real estate contracts. On 31 March 2025 and 31 December 2024, current and non-current leases were as follows:

mar/25 Dec/24
Current Non-current Total Current Non-current Total
Leases 72 545 426 202 696 276 275 241 702 75 000 106 214 485 891 289 485 998
TOTAL 72 545 426 202 696 276 275 241 702 75 000 106 214 485 891 289 485 998

Changes in lease liabilities

Movements in the nine-month period ending 31 March 2025 and the year 2024 in lease liabilities are presented as follows:

mar/25 Dec/24
1 January 289 485 998 229 007 968
Variations with impact in cash flows:
Lease payments -22 300 206 -49 157 660
Variations with no impact in cash flows:
Increases due to business combinations - 20 611 795
Interest for the period from updating lease liabilities 4 179 883 14 805 610
Lease increases 3 881 819 75 922 864
Contracts terminations / shop closings - -1 515 825
Others -5 793 -188 753
31 March 275 241 702 289 485 998

On 31 March 2025, lease payments include 18,120,323 euros in capital (34,352,0507 euros in 2024) and 4,179,883 euros in interest (14,805,610 euros in 2024).

In 2024, the increases resulting from acquisitions through the concentration of business activities relate to 35 space lease contracts and 16 equipment lease contracts.

The value of the increases in 2024 corresponds to 29 new leases, 45 renewals and 8 extensions of the term of space leases. In Spain, the increases include the reactivation of the contracts for the old offices at Barcelona Airport and the new contracts for Malaga, Madrid and Barcelona Airports.

In the first three months of 2025, the value of the increases corresponds to 1 new lease and 7 renewals. In addition, the effect of the remeasurement of contracts due to rent updates by the Consumer Price Index and other changes in the expected lease payments also contributed.

7.4. Treasury bonds

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

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

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

mar/25 Dec/24
Current Non Total Current Non Total
current current
Angolan Treasury Bonds 529 341 1 085 556 1 614 897 214 025 1 569 909 1 783 935
Accumulated impairment losses -27 007 -126 259 -153 266 -27 007 -126 259 -153 266
TOTAL 502 334 959 297 1 461 631 187 018 1 443 650 1 630 669

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

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

7.5. Cash and bank deposits

At 31 March 2025 and 31 December 2024, the breakdown of cash and cash equivalents was as follows:

mar/25 Dec/24
Cash 645 092 693 203
Bank deposits 133 528 298 139 966 081
Cash and bank deposits in the balance sheet 134 173 390 140 659 284
Cash and cash equivalents on the cash flow statement 134 173 390 140 659 284

Bank deposits include 97,271,700 euros of term deposits which can be withdrawn at any time and almost all of which mature within one month, classified as cash equivalents.

7.6. Financial activity result

Financial expenses and losses in March 2025 and 2024 are presented as follows:

Financial expenses 2025 2024
Interest from lease liabilities (IFRS16) 4 179 883 3 452 715
Interest expenses with financing 210 936 168 752
Other financial expenses 171 807 173 448
4 562 626 3 794 915

Income and financial gains in March 2025 and 2024 are presented as follows:

Financial income and gains 2025 2024
Interest income 636 702 1 382 980
Other financial income 52 542 5 473
689 244 1 388 453

8. Income tax

8.1. Current income tax

8.1.1. Current tax recognized in the income statements

Income tax for the three-month period ended 31 March 2025 and 2024 is detailed as follows:

mar/25 mar/24
Current tax 20 926 952 660
Deferred tax -1 002 823 -1 572 416
-981 897 -619 757

On 31 March 2025, the effective tax rate is 22%.

8.1.2. Current tax recognized in the statement of financial position 8.1.2.1. Income tax recoverable

At 31 March 2025, the amount of tax on income to be recovered totals EUR 3,126,545 (EUR 2,968,601 in 31 December 2024), as follows:

mar/25 Dec/24
Portugal 3 067 892 2 802 721
Spain 54 414 161 640
Others 4 239 4 240
3 126 545 2 968 601

8.1.2.2. Income tax payable

At 31 March 2025 and 31 December 2024, the amount of tax payable breaks down as follows:

mar/25 Dec/24
Angola 189 953 99 558
Others 11 435 11 435
201 388 110 993

8.2. Deferred taxes

8.2.1. Deferred tax assets

At 31 March 2025 and 31 December 2024 the detail of deferred tax assets, according to the jurisdiction, is as follows:

mar/25 Dec/24
Deferred tax assets Spain Spain
Tax losses carried forward 9 729 770 9 890 119
Deductible and taxable temporary differences (IFRS16) 4 644 208 3 846 999
Homogenization of property, plant and equipment and
intangible assets -5 248 960 -5 489 120
Other temporary differences 959 176 959 176
10 084 194 9 207 174

Deductible and taxable temporary differences (IFRS 16)

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

mar/25 Dec/24
Spain Spain
Deductible temporary differences (IFRS16) -48 457 934 -52 699 102
Taxable temporary differences (IFRS16) 53 102 142 56 546 101
4 644 208 3 846 999

Homogenization of tangible fixed assets and intangible assets

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

Tax losses carried forward

Despite the tax losses recorded in Spain in the 3 months of 2025, the Group decided not to activate additional deferred tax assets, considering that the amount activated on 31 December 2024 remains the best estimate at that date.

8.2.2. Deferred tax liabilities

The detail of deferred tax liabilities at 31 March 2025 and 31 December 2024, according to the jurisdiction and temporary differences that generated them, is as follows:

mar/25 Dec/24
Deferred tax liabilities Portugal Angola TOTAL Portugal Angola TOTAL
Homogenization of property, plant and equipment and
intangible assets and Hyperinflationary Economies (IAS 29) 4 682 204 455 115 5 137 319 4 793 887 480 293 5 274 180
Deductible temporary differences (IFRS16) - -36 159 -36 159 - -34 008 -34 008
Other temporary differences -1 113 456 -38 317 -1 151 773 -1 113 456 -38 317 -1 151 773
3 568 748 380 639 3 949 387 3 680 431 407 968 4 088 399

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

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

Other temporary differences

Other temporary differences amount, essentially, refers to unused tax benefits. At 31 December 2024, there are 58,800 euros of tax benefits associated with the capital increase and 1,113,643 euros of undeducted tax benefits to be used in subsequent years: 223,488 euros of CFEI II (89,303 euros deductible up to 2025 and 134,185 euros up to and including 2026), 53,572 euros of IFR (deductible up to and including 2027) and 836,584 euros of RFAI for the year 2024. It should be noted that RFAI credits have a reporting period of 10 tax periods, a period which was suspended during the 2020 tax period and during the following tax period, under Law no. 21/2021, of April 21.

9. Other Provisions and Contingencies

9.1. Other provisions

At 31 December 2024 and 31 March 2025, the detail of other provisions is as follows:

Dec/24 Increases Decreases mar/25
Onerous contracts - - - -
Compensation - - - -
Others 455 505 - - 455 505
Other Provisions 455 505 - - 455 505

9.2. Contingent assets and liabilities

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

A lawsuit was filed against a subsidiary of the Eat Out Group in Spain for alleged breach of noncompetition agreements in the amount of approximately 11.7 million euros. The Board of Directors, supported by the position of the lawyers that are following the process, considers that this situation represents a contingent liability. In addition, it should be noted that the lawsuit concerns facts that occurred before the acquisition of this subsidiary by the Ibersol Group, and is therefore covered by the clauses of responsibility and guarantees provided for in the agreement for the purchase and sale of shares of the Eat Out Group, with a right of return. During 2025, a decision was already made in favor of Ibersol.

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

In addition, on 23 May 2025 the RFAI process (Income Tax benefits) at Ibersol Madeira, with an associated contingency of 568 thousand euros, was appealed, which gives it the nature of a contingent liability.

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

9.3. Guarantees

At 31 March 2025 and 31 December 2024, the liabilities not reflected in the balance sheet by the companies included in the consolidation are comprised mainly of bank guarantees provided on their behalf, as follows:

mar/25 Dec/24
Bank Guarantees 36 100 815 36 023 942

At 31 March 2025 the bank guarantees are detailed, by type of coverage, were as follows:

Concessions Other supply Fiscal and legal Other Other legal
and rents contracts proceedings claims
32 056 022 20 683 30 118 3 947 635 46 357

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

The relevant amount derives from the guarantees required by the owners of spaces under concession (ANA Airports and AENA Airports, in Spain) or leased (some malls and other locations) in concessions and rents, of which 27,784,000 euros with AENA Airports.

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

10. Transactions with related parties

The balances and transactions with related parties in 31 March 2025 and 31 December 2024 can be presented as follows:

mar/25 Year 2024
Parent
entitie
Jointly
controlled
entitie
Associated
entitie
Other
Entities
Parent
entitie
Jointly
controlled
entitie
Associated
entitie
Other
Entities
Fupply of services 291 720 894 576 - - 1 137 300 3 433 504 - -
Rental income from lease
contracts
- - - 48 542 - - - 191 041
Accounts payable - 486 091 - - - 466 471 - -
Other current assets - - - - - - - -
Financial investments - - 300 000 - - - 300 000 -

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

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

Other entities refer to other holders of significant influence in the Ibersol Group's parent company. The amounts shown under rents and leases relate to rents paid in the year and, as a result of IFRS16, do not correspond to the amount of rental costs reflected in the financial statements. On 31 March 2025 the estimated long term commitments for rents total 506,885 euros (542,923 euros on 31 December 2024).

11. Subsequent Events

There are no subsequent events to 31 March 2025 that could have a material impact on the financial statements presented.

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