AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Ibersol

Quarterly Report Nov 27, 2025

1932_10-q_2025-11-27_639fc085-2da7-45ba-988c-ae2389839e27.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

IBERSOL – SGPS, SA

Publicly Listed Company

Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Share Capital Euros 40,899,126 Commercial Registry: Oporto under number 501669477 Fiscal number: 501669477

Consolidated Report & Accounts 9M 2025

(not audited)

  • Turnover of 394.8 million euros. Increase of 14,0% over the same period of 2024
  • Consolidated EBITDA of 99.7 million euros Represents an EBITDA margin of 25.3%, compared to 20.1% in the same period last year
  • Consolidated net profit from continued operations of 11.7 million euros Increase of 2.6 million euros compared to the same period in 2024

Consolidated Management Report

Activity

The Group recorded a 14.0% increase in turnover in the period ending in the third quarter of 2025. This growth results from the:

  • Integration of KFC units via the acquisition of NRS in July 2024 (5.4%);
  • Like-for-like (LfL) growth, which reached 3.1%;
  • Operation in definitive formats at Madrid and Tenerife Airports (1.4%);
  • Contribution of expansion (4.1%).
Turnover (euro million) 9M 2025 9M 2024 Var. 25/24
Sales of Restaurants 385,2 336,1 14,6%
Sales of Merchandise 7,4 9,2 -19,2%
Services Rendered 2,2 2,4 -8,8%
Turnover 394,8 347,8 13,5%
Discontinued Operations 0,0 -1,4 -100,0%
Continued Operations Turnover 394,8 346,4 14,0%

In terms of segments, the performance of "Counters" stands out positively compared to "Restaurants" and "Concessions & Catering":

SALES OF RESTAURANTS (euro million) 9M 2025 9M 2024 Var. 25/24
Restaurants 79,3 77,1 2,8%
Counters 162,3 129,3 25,6%
Concessions&Catering 143,5 129,7 10,7%
Total Sales 385,2 336,1 14,6%

The "Restaurants" segment, which includes Pizza Hut restaurants, grew 2.8% (1.3% LfL), with the delivery sales channel through aggregators being the main driver of this growth.

The "Counters" segment grew by 25.6%. However, if we excluded the effect of the incorporation of NRS restaurants and the openings, especially of the KFC and Taco Bell brands, sales in this segment would have grown by 5.2%.

The "Concessions and Catering" segment shows a growth of 10.7%, due to the openings and conversions of restaurants into permanent formats at Spanish airports, which were completed during the first half of 2025.

The following changes in the number of restaurants were recorded by the end of Q3 of 2025:

  • 1 disposal of the only remaining Burger King restaurant operated by the Group;
  • 4 definitive closures in Portugal (1 Pasta Caffé, 1 Ribs and 2 units of the Estádio do Dragão concession);
  • 4 definitive closures of franchisee restaurants in Spain (2 Pans, 1 Ribs and 1 Santamaria);
  • 2 definitive closures of concession units in Spain, closure of a restaurant belonging to a franchisee in Italy and 1 acquisition of a franchised unit that became company-owned (Pans Spain);
  • 3 opening in Portugal: 1 Taco Bell restaurant and 2 KFC restaurants;
  • 5 openings in Spain: 1 KFC restaurant, 2 Pret a Manger restaurants (1 at Malaga Airport and 1 at Barcelona Airport) and another 2 restaurants at Barcelona Airport (Malvón and Carlsberg).

The total number of units as of September 30, 2025 was 551 (502 owned and 49 franchised), as detailed below:

Nº of Restaurants 31.12.2024 Openings Q1 Openings Q2 Openings Q3 Disposals
2025
Closures
2025
30.09.202
PORTUGAL 318 1 0 2 1 4 316
Equity Restaurants 317 1 0 2 1 4 315
Pizza Hut 110 110
Pans 40 40
Burger King 1 1 0
KFC 75 2 77
Kiosks 8 8
Taco Bell 26 1 27
Coffee Shops 23 23
Catering 9 2 7
Concessions 21 21
Others 4 2 2
Franchise Restaurants 1 1
PAIN 223 2 3 1 0 7 222
Equity Restaurants 170 2 3 1 0 2 174
Pizza Móvil 13 13
Pizza Hut 3 3
Pans 33 1 34
Ribs 12 12
FrescCo 1 1
KFC 42 1 43
Concessions - Total 66 2 2 0 2 68
Concessions - Pret A Manger 8 2 10
Concessions - Pizza Hut 1 1
Concessions - KFC 1 1
Concessions - Other Brands 56 2 2 56
Franchise Restaurants 53 0 0 0 0 5 48
Pizza Móvil 3 3
Pans 30 3 27
Ribs 15 1 14
FrescCo 2 2
SantaMaria 3 1 2
NGOLA 13 0 0 0 0 0 13
KFC 11 11
Pizza Hut 2 2
Other Locations - Franchise 1 0 0 0 0 1 0
Pans 1 1 0
Total Equity Restaurants 500 3 3 3 1 6 502
Total Franchise Restaurants 55 0 0 0 0 6 49

Operating and Financial Results

In the first nine months of 2025, the operating result was €23.4 million, which corresponds to a variation of €5.6 million compared to the same period in 2024 and an increase of 0.8 percentage points in terms of its weight in turnover.

The net financial result was negative by 11.3 million euros, which corresponds to a variation of -3.1 million euros compared to the same period in 2024, due to the increase in lease interest and the reduction of remuneration rates on financial resources.

(million euros) Q1 2025 Q2 2025 Q3 2025 9M 2025 9M 2024
Turnover 115,8 131,0 148,1 394,8 346,4 14,0%
Cost of sales 27,4 23,7% 30,2 23,1% 34,2 23,1% 91,9 23,3% 82,7 23,9% 11,0%
gross margin % 76,3% 76,9% 76,9% 76,7% 76,1% +0.6 p.p.
External supplies and services 27,2 23,5% 29,2 22,3% 32,0 21,6% 88,4 22,4% 92,2 26,6% -4,1%
Personnel costs 37,9 32,7% 40,1 30,6% 41,0 27,7% 119,0 30,1% 106,1 30,6% 12,2%
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA
25,1 21,7% 25,2 19,2% 26,0 17,6% 76,4 19,3% 51,9 15,0% 47,0%
Operating costs - Other income -1,2 -1,1% -1,1 -0,9% -1,9 -1,3% -4,2 -1,1% -4,4 -1,3% -3,9%
Operating Costs Total 116,4 100,6% 123,6 94,4% 131,4 88,7% 371,4 94,1% 328,6 94,9% 13,0%
Operating Income -0,6 -0,6% 7,4 5,6% 16,7 11,3% 23,4 5,9% 17,8 5,1% 31,5%
margin -0,6% 5,6% 11,3% 5,9% 5,1% +0.8 p.p.
Ebitda 24,5 21,1% 32,6 24,9% 42,7 28,8% 99,7 25,3% 69,7 20,1% 43,1%
margin 21,1% 24,9% 28,8% 25,3% 20,1% +5.2 p.p.

Gross margin

The gross margin – 76.7% of turnover – increased by 0.6 percentage points compared to the previous year, influenced by the increase in sales through aggregators, which have a higher gross margin.

Personnel costs

Personnel costs represent 30.1% of turnover (-0.5 p.p. compared to the same period in 2024) due to the increase in turnover and the fact that some concessions operated in provisional formats and were starting its operations last year, with lower productivity.

External Supplies and Services

Costs related to "External Supplies and Services" represent 22.4% of turnover, which means a reduction of 4.2 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 levels of 2019 in 2024 and were not relevant for the purposes of applying the standard. If we correct this effect, these costs would have increased by 0.6 p.p.

This increase of 0.6 p.p. is mainly due to:

  • the increase in commissions paid to aggregators due to their increased share of sales;
  • 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.

This increase in the weight of "External Supplies and Services" was mitigated by diluting the weight of costs with a more fixed component.

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

Amortisation, depreciation, impairment losses of AFT, right of use and Goodwill totalled 76.4 million euros, which corresponds to an increase of 24.4 million when compared to the same period in 2024.

Amortisations of Rights of Use amount to 53.9 million euros and have increased by 19.3 million euros compared to the same period in 2024, of which 17.0 million euros correspond to Rights of Use from old Barcelona concession contracts.

The amortisations corresponding to the assets incorporated by the consolidation of NRS amounted to 2.1 million euros.

EBITDA

The EBITDA for the period ending in September 2025 reached €99.7 million, exceeding by €30.0 million the EBITDA recorded in the same period of 2024. The EBITDA margin rose to 25.3% of turnover (5.2 p.p. above the same period last year) and about half of this difference originates from the accounting changes related to the old Barcelona contracts.

The EBITDA without applying IFRS 16 standards would be €37.2 million, corresponding to an EBITDA margin of 9.4%, representing an improvement of 0.5 percentage points compared to 2024.

(million euros) 2025 9M : 2024 var.
25 vs 24
9M 202
IFRS
9M 202
IFRS
var. w/o
IFRS16
25 vs 24
Turnover 394,8 346,4 14,0% 394,8 346,4 14,0%
External supplies and services 88,4 22,4% 92,2 26,6% -4,1% 150,9 38,2% 131,2 37,9% 15,0%
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA
76,4 19,3% 51,9 15,0% 47,0% 22,7 5,7% 17,7 5,1% 28,2%
Ebitda 99,7 25,3% 69,7 20,1% 43,1% 37,2 9,4% 30,7 8,9% 21,2%
margin 25,3% 20,1% +5.2 p.p. 9,4% 8,9% +0.5 p.p.

Financial results

nillion euros) 9M : 2025 9M 2024 var.
25 vs 24
Financial Results -11,3 -2,9% -8,2 -2,4% 38,1%
Financial expenses and losses -13,2 -3,3% -12,4 -3,6% 6,5%
Financial income and gains 2,0 0,5% 4,2 1,2% -53,1%
Gains (losses) in associated and joint controlled sub Equity method -0,1 0,0% 0,0 0,0% -1755,8%

Financial expenses and losses totalled €11.3 million, representing an increase of €3.1 million compared to the same period in 2024. The largest share of these expenses and losses corresponds to lease interest amounting to €11.8 million (€10.6 million in 2024), with more than half of this variation resulting from the application of IFRS 16 standards to the oldest contracts of the Barcelona concession.

Financial income and gains decreased by €2.2 million due to the downward trend in interest rates on financial resources. The average rate for the period was 2.3%.

Consolidated net income

Net income from continued operations reached €11.7 million, representing an increase of €2.6 million compared to the same period in 2024. The main contributors to this change are summarized as follows:

riation 2025 vs. 2024
illion euros)
+ Ebitda 30,0
- Amortisations of Rights of Use 19,3
- Amortisation, dep. Impairment losses of TFA, Goodwill and IA 5,1
- Interest on Leases 1,2
- Other Financial Losses -0,3
+ Financial Income -2,2
- Income Tax -0,1
Net Profit 2,6

Financial situation

Consolidated Financial Position

Consolidated assets amounted to 699.4 million euros and equity amounted to 317.3 million euros, representing 45.4% of total assets. Consolidated liabilities amounted to 382.1 million euros.

Current liabilities amount to €168.2 million, of which €71.9 million correspond to lease liabilities, and are €3.2 million inferior than current assets. The Group has 24,5 million euros in commercial paper and unused credit lines.

As at 30 September 2025, Equity amounted to 317.3 million euros, 25.3 million euros lower than the value recorded at the end of 2024, due to the distribution of dividends (28.5 million euros) and the purchase of own shares (7.2 million euros).

Consolidated Financial Position
(million euros)
30/09/2025 31/12/2024 Var.
Total Assets 699,4 761.3 -61,9
Total Equity 317,3 342,6 -25,3
Loans 27,1 29,0 -1,9
Liability for leases 260,5 289,5 -29,0
Other liabilities 94,5 100,3 -5,7
Total Equity and Liabilities 699,4 761,3 -61,9

The financial autonomy ratio in 2025 remains at the same level as at the end of 2024, standing at 45.4%.

CAPEX and Investments

In 2025, CAPEX reached 23.5 million euros, corresponding to investment in:

  • Expansion: value corresponding to new restaurants opened (12.6 million euros);
  • Renovations and refurbishments: 29 units in Portugal, Spain and Angola (5.3 million euros);
  • Ongoing and other current investments worth 5.6 million euros.

Net Debt

Net debt (including lease liabilities) amounted to €159.0 million, representing a decrease of €17.2 million compared to the net debt at the end of 2024 (€176.2 million). Of the total debt (€287.6 million), €260.5 million corresponds to lease liabilities.

(million euros) 30/09/2025 31/12/2024 var.
Total loans 27,1 29,0 -1,9
Cash and bank deposits -127,4 -140,7 -13,3
Other current and non-current assets -1,2 -1,6 -0,4
Net Bank Debt -101,5 -113,3 -11,8
Liability for leases 260,5 289,5 -29,0
Net Debt 159,0 176,2 -17,2
Equity 317,3 342,6 -25,3
Gearing (Net Debt/Net Debt + Equity) 33% 34%

Bank loans amount to 27.1 million euros, which is equivalent to a reduction of 1.9 million euros compared to the end of 2024.

Own shares

In July 2025, a reduction in share capital was registered due to the cancellation of 615,692 own shares, bringing the share capital down to €40,899,126.

As of September 30, 2025, and under the share buyback programs approved by shareholders at the General Meetings, Ibersol SGPS held 533,106 own shares at an average price of €9.71, representing 1.30% of the share capital.

Outlook

Recent forecasts from the Banks of Portugal and Spain for 2025 point to GDP growth of 1.9% in Portugal (-0.2 p.p. compared to 2024) and 2.6% in Spain (-0.6 p.p. compared to 2024), higher, however, than the projected growth of 1.2% for the Eurozone (OECD data).

The geopolitical situation, the substantial trade changes 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. However, we believe that the markets of southern Europe, more exposed to tourism, will continue to show greater resilience in the face of a natural slowdown in consumption.

During the 4th Quarter, bids were submitted for the Barcelona Airport tender, with the current concession contracts expiring in May 2026.

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

th 2025
Porto,
November
26
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

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

Interim Condensed Consolidated Financial Statements

Ibersol S.G.P.S., S.A. 30 September 2025

Index

Conden sed Statement of Interim Consolidated Income and Other Comprehensive Income 12
Conden sed Statement of Interim Consolidated Income and Other Comprehensive Income 13
Conden sed Statement of Interim Consolidated Financial Position 14
Conden sed Statement of Interim Consolidated Cash Flows 14
Conden sed Statement of Interim Consolidated Changes in Equity 16
Notes to o the condensed consolidated interim financial statements 17
1. Pre esentation and Structure of the Group 17
1.1. Ibersol Group Subsidiaries 18
1.2. Ibersol Group's joint ventures and associates 19
1.3. Changes in the consolidation perimeter 19
2. Bas sis of preparation of the financial information 19
2.1. Bases of presentation 19
2.1 .1. Approval of the financial statements 19
2.1 .2. Accounting standards 19
2.1 .3. Measurement basis 20
2.1 .4. Comparability 20
2.1 .5. Presentation currency and transactions in foreign currency 20
2.2. New standards, amendment and interpretation 20
3. Op erational Risk Management 25
3.1. Risks of the global context 25
3.2. Risks of development and franchise agreements 25
3.3. Quality and food safety risks 26
3.4. Price Risk 26
3.5. Environmental risks 26
4. Op erational Performance 26
4.1. Revenue 27
4.2. Segment reporting 27
4.3. Operating income and expenses 29
4.3 .1. Other operating income/(expenses) 29
5. Wo orking Capital 30
5.1. Accounts receivable 30
5.1 .1. Other accounts receivable 30
5.1 .2. Other debtors 31
5.2. Accounts pavable 31
5.2.1. Suppliers 32
5.2.2. Accrued expenses 32
6. Inves tments 32
6 5.1. Goodwill 32
6 5.2. Intangible assets 33
6 5.3. Property, plant and equipment 35
6 5.4. Right of use assets 35
6 5.5. Depreciation, amortization and impairment losses on non-financial assets 36
6 5.6. Discontinued operations and non-current assets held for sale 37
6 5.7. Investment Property 38
7. Finan cing 38
7 7.1. Equity 38
7.1.1. Share capital 38
7.1.2. Own shares 38
7.1.3. Dividends 39
7.1.4. Earnings per share 39
7 7.2. Bank Debt 39
7 7.3. Lease liabilities 40
7 7.4. Treasury bonds 41
- 7.5. Cash and bank deposits 41
7 7.6. Financial activity result 42
8. Incon ne tax 42
8 3.1. Current income tax 42
8.1.1. Current tax recognized in the income statements 42
8.1.2. Current tax recognized in the statement of financial position 43
8 3.2. Deferred taxes 43
8.2.1. Deferred tax assets 43
8.2.2. Deferred tax liabilities 44
9. Othe Provisions and Contingencies 44
Ġ 9.1. Other provisions 44
Ç 9.2. Contingent assets and liabilities 44
Ġ 9.3. Guarantees 45
10. Tr ansactions with related parties 45
11. Su bsequent Events 46

Condensed Statement of Interim Consolidated Income and Other Comprehensive Income

For the nine-months periods ending 30 September 2025 and 2024

For the nine months period ended
30 September
30 September
Notes 2025 2024
Sales 4.1. 392 513 563 343 951 128
Rendered services 4.1. 2 278 346 2 413 961
Cost of sales -91 876 676 -82 749 634
External supplies and services -88 429 385 -92 245 404
Payrolll costs -118 991 050 -106 066 999
Use, Goodwill and IA Amortisation, depreciation and impairment losses of TFA, Rights of 6.5. -76 360 260 -51 935 247
Other operating gains (losses) 4.3. 4 246 785 4 418 390
Operating Income 23 381 323 17 786 195
Financial expenses and losses 7.6. -13 197 833 -12 388 362
Financial income and gains 7.6. 1 977 947 4 217 028
Gains (losses) in associated and joint controlled sub Equity method -61 032 3 686
Profit before tax from continuing operations 12 100 405 9 618 547
Income tax 8.1.1. -432 743 -553 256
Net profit from continuing operations 11 667 663 9 065 291
Discontinued operation
Profit (loss) from discontinued operations, net of tax 6.6. - 3 097 611
TOTAL COMPREHENSIVE INCOME 11 667 663 12 162 902
Another integral result
Net exchange differences -1 221 014 -771 860
CONSOLIDATED COMPREHENSIVE INCOME 10 446 649 11 391 042
Consolidated net profit attributable to:
Shareholders of parent company
Continued operations 11 707 063 9 063 698
Discontinued operations 0 3 097 611
Non-controlling interests
Continuing operations -39 400 1 593
Discontinued Operations 0 0
11 667 663 12 162 902
Consolidated comprehensive income attributable to:
Shareholders of parent company
Continued operations 10 486 049 8 291 838
Discontinued operations 0 3 097 611
Non-controlling interests
Continuing operations -39 400 1 593
Discontinued Operations 0 0
10 446 649 11 391 042
Earnings per share:
Basic
7.1.4.
Continuing Operations 0,29 0,22
Discontinued Operations 0,00 0,07
Diluted
Continued operations 0,29 0,22
Discontinued Operations 0,00 0,07
Porto, 27th November 2025 The Board of Directors,

Condensed Statement of Interim Consolidated Income and Other Comprehensive Income

For the third quarter of 2025 and 2024

3rd Quarter (unaudited)
3 months ended 30 3 months ended 30
Notes September 2025 September 2024
Sales 4.1. 147 308 847 136 280 068
Rendered services 4.1. 760 962 712 094
Cost of sales -34 210 061 -32 865 781
External supplies and services -32 045 197 -36 520 875
Payroll costs -41 001 746 -39 115 115
Amortisation, depreciation and impairment losses of TFA, Rights of
Use, Goodwill and IA 6.5. -26 032 031 -18 626 224
Other operating gains (losses) 4.3. 1 885 087 1 746 298
Operating Income 16 665 861 11 610 465
Financial expenses and losses 7.6. -4 104 495 -4 652 269
Financial income and gains 7.6. 481 426 1 033 148
Gains (losses) in associated and joint controlled sub Equity method -20 175 -96 281
Profit before tax from continuing operations 13 022 617 7 895 063
Income tax 8.1.1. -2 932 485 -614 824
Net profit from continuing operations 10 090 132 7 280 239
Discontinued operation
Profit (loss) from discontinued operations, net of tax 6.6. 67 533
TOTAL COMPREHENSIVE INCOME -
10 090 132
7 347 772
Another integral result
Net exchange differences -65 004 -877 250
CONSOLIDATED COMPREHENSIVE INCOME 10 025 128 6 470 522
Consolidated net profit attributable to:
Shareholders of parent company
Continued operations 10 106 475 7 280 297
Discontinued operations 0 67 533
Non-controlling interests
Continuing operations -16 343 -58
Discontinued Operations 0 0
10 090 132 7 347 772
Consolidated comprehensive income attributable to:
Shareholders of parent company
Continued operations 10 041 471 6 403 047
Discontinued operations 0 67 533
Non-controlling interests
Continuing operations -16 343 -58
Discontinued Operations 0 0
10 025 128 6 470 522
Earnings per share: 7.1.4.
Basic
Continuing Operations 0,33 0,18
Discontinued Operations 0,00 0,00
Diluted
Continued operations 0,25 0,18
Discontinued Operations 0,00 0,00
Porto, 27th November 2025 The Board of Directors,

Porto, 27th November 2025 The Board of Directors,

Condensed Statement of Interim Consolidated Financial Position

At 30 September 2025 and 31 December 2024

ASSETS Notes 30/06/2025 31/12/2024
Non-current
Goodwill 6.1. 58 587 677 58 587 677
Intangible Assets 6.2. 39 493 406 40 927 365
Property, plant and equipment 6.3. 164 853 068 160 526 797
Assets under rights of use 6.4. 225 613 444 264 790 755
Investment property 6.7. 12 313 763 12 539 186
Investments in Associates and Joint Ventures 5 420 827 5 481 859
Debt instruments at amortised cost 7.4. 873 652 1 443 650
Non-current Receivables 5.1. 10 722 285 10 227 350
Deferred Tax Assets 8.2.1. 10 064 234 9 207 174
Total non-current assets 527 942 356 563 731 813
Current Assets
Inventories 17 049 313 15 415 255
Income tax recoverable 8.1.2. 89 134 2 968 601
Debt instruments at amortised cost 7.4. 362 936 187 018
Current receivables 5.1. 26 591 598 37 918 728
Cash and bank deposits 7.5. 127 367 647 140 659 284
Total current assets 171 460 628 197 148 885
Group of assets classified as held for sale 6.6. - 396 898
Total Assets 699 402 984 761 277 596
EQUITY
Share capital
Share capital 7.1.1. 40 899 126 41 514 818
Own shares 7.1.2. -5 178 110 -2 696 712
Share premium 29 900 789 29 900 789
Currency translation reserve -22 975 918 -21 754 904
Legal reserve 7 943 566 6 091 350
Retained earnings and other reserves 255 018 258 275 660 797
Net profit for the year 11 707 063 13 851 797
Equity attributable to shareholders of Ibersol 317 314 774 342 567 935
Non-controlling Interests -37 286 2 114
Total Equity 317 277 488 342 570 049
LIABILITIES
Non-current liabilities
Borrowings 7.2. 21 329 031 13 221 336
Lease liabilities 7.3. 188 612 776 214 485 891
Deferred tax liabilities 8.2.2. 3 765 533 4 088 399
Other provisions 9.1. 189 709 455 505
Non-current payables 5.2. 3 704 3 704
Total non-current liabilities 213 900 753 232 254 836
Current Liabilities
Borrowings 7.2. 5 764 203 15 739 644
Lease liabilities 7.3. 71 884 212 75 000 106
Current payables 5.2. 89 985 812 95 427 967
Income tax payable 8.1.2. 590 515 110 993
Total current liabilities 168 224 742 186 278 710
Liabilities directly associated with the group of assets classified as held for sale 6.6. - 174 002
Total Liabilities 382 125 495 418 707 547

Porto, 27th November 2025 The Board of Directors,

Condensed Statement of Interim Consolidated Cash Flows

For the nine-months periods ending 30 September 2025 and 2024

Note 2025 2024
Cash Flows from Operating Activities
Receipts from clients 396 487 039 345 678 172
Payments to supliers -169 973 401 -164 698 087
Staff payments -113 062 460 -102 167 670
Flows generated by operations 113 451 178 78 812 415
Payments/receipt of income tax 1 804 770 -2 888 417
Other paym./receipts related with operating activities -11 603 756 -15 649 999
Flows from operating activities (1) 103 652 192 60 273 999
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 5 962 586
Financial investments 190 435 46 742
Tangible fixed assets - -
Interest received 1 917 824 4 299 686
Other financial assets 189 478 944 457
Payments for:
Financial investments -31 073 -8 378 395
Other financial assets - -595 241
Tangible fixed assets -25 339 747 -21 007 094
Intangible assests -2 521 540 -2 579 227
Flows from investment activities (2) -18 896 623 -21 306 486
Cash flows from financing activities
Receipts from:
Loans obtained 7.2. 14 348 876 855 368
Payments for:
Loans obtained 7.2. -16 177 653 -14 994 329
Lease liabilities 7.3. -46 884 334 -26 410 531
Interest from loans and similar costs -1 480 873 -1 413 688
Interest from lease contracts 7.3. -11 754 795 -10 954 368
Dividends paid 7.1. -28 539 062 -20 755 209
Acquisition of own shares 7.1. -7 200 148 -4 370 066
Flows from financing activities (3) -97 687 989 -78 042 823
Change in cash & cash equivalents (4)=(1)+(2)+(3) -12 932 421 -39 075 310
Effects of exchange rate differences -359 216 -448 230
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. 127 367 647 149 015 302

Porto, 27th November 2025 The Board of Directors,

Condensed Statement of Interim Consolidated Changes in Equity

For the nine-months periods ending 30 September 2025 and 2024

Attributable to equity holders

A ttributable to equity hol
Note Share
Capital
Own Shares Share
Premium
Legal
Reserves
Translation
Reserve
Other
Reserves &
Retained
Earnings
Net
Profit
Total Non-controlling interests Total Equity
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 08
Changes for the period: Application of the 2023 consolidated result:
Transfer to reserves and retained earnings 1 854 922 13 682 524 -15 537 446 - -
Capital decrease Purchase of own shares Conversion reserves - Angola 7.1.1.
7.1.2.
-844 759 5 778 469
-4 370 066
-771 860 -4 933 710 -4 370 066
-771 860
-4 370 06
-771 86
Consolidated net profit for the nine months period ending 30 September 2024 12 161 309 12 161 309 1 593 12 162 90
Total changes for the period - -844 759 1 408 403 - 1 854 922 -771 860 8 748 814 -3 376 137 7 019 383 1 593 7 020 976
Consolidated net profit 12 161 309 12 161 309 1 593 12 162 90
Consolidated comprehensive income 11 389 449 1 593 11 391 04
Transactions with equity holders in the period d
Aplication of consolidated net profit for 2023
Dividends distributed 7.1.3. -20 755 209 -20 755 209 -20 755 209
Balance on 30 September 2024 41 514 818 -1 835 605 29 900 789 6 091 350 -22 266 533 275 590 688 12 161 309 341 156 816 33 039 341 189 855
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 2 114 342 570 049
Changes in the period:
Application of the 2024 consolidated result:
Transfer to reserves and retained earnings 1 852 216 11 999 581 -13 851 797 - -
Capital decrease 7.1.1. -615 692 4 718 750 -4 103 058 - -
Purchase of own shares 7.1.2. -7 200 148 -7 200 148 -7 200 14
Conversion reserves - Angola -1 221 014 -1 221 014 -1 221 01
Consolidated net profit for the nine months period ending 30 September 2025 11 707 063 11 707 063 -39 400 11 667 663
Total changes for the period - - 615 692 -2 481 398 - 1 852 216 -1 221 014 7 896 523 -2 144 734 3 285 901 -39 400 3 246 50
Consolidated net profit 11 707 063 11 707 063 -39 400 11 667 663
Consolidated comprehensive income 10 486 049 -39 400 10 446 649
Transactions with equity holders in the period d
Aplication of consolidated net profit for 2024
Dividends distributed 7.1.3. -28 539 062 -28 539 062 -28 539 062
Balance on 30 September 2025 40 899 126 -5 178 110 29 900 789 7 943 566 -22 975 918 255 018 258 11 707 063 317 314 774 -37 286 317 277 488

Porto, 27th November 2025 The Board of Directors,

Notes to the condensed consolidated interim financial statements

1. Presentation and Structure of the Group

IBERSOL, SGPS, SA (Group or Ibersol) with head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called "the Group"), operate a network of 551 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 502 units which it operates and 49 units under a franchise contract. Of this universe, 316 are based in Portugal, of which 315 are owned and 1 franchised, and 222 are based in Spain, spread over 174 own establishments and 48 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: €40,899,126 N.I.P.C.: 501 669 477

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

1.1. Ibersol Group Subsidiaries

For the periods ended 30 September 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 set/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 30 September 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 set/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 nine-month period ended 30 September 2025, there were no acquisitions of new entities..

Disposals

There were no disposals of companies in the nine-month period ended 30 September 2025.

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 27 November 2025.

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 30 September 2025 and 31 December 2024 were respectively:

set/25
Euro exchange rates Rate on 30 September Average interest rate
(x foreign currency per 1 Euro) 2025 September 2025
Kw anza de Angola (AOA) 1070,664 1019,368
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
after 1 January 2025 Standards and amendments endorsed by the European Union and mandatory for financial years beginning on or
Amendments to IAS 21 The
Effects of Changes in Foreign
Exchange
Rates:
Lack
of
Exchangeability
On 15 August 2023, the International Accounting Standards
Board (the IASB or Board) issued Lack of Exchangeability
(Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates) (the amendments).
The amendments clarify how an entity should assess whether a
currency is
exchangeable and how it should determine a spot exchange rate
when
exchangeability is lacking.
A currency is exchangeable into another currency when a
company is able to exchange that currency for the other
currency at the measurement date and for a specified purpose.
When a currency is not exchangeable, a company needs to
estimate a spot rate.
Under the amendments, companies will need to provide new
disclosures to help users assess the impact of using an
estimated exchange rate on the financial statements. These
disclosures might include:
-
the nature and financial impacts of the currency not
being exchangeable;
-
the spot exchange rate used;
-
the estimation process; and
-
risks to the company because the currency is not
exchangeable.
1 January 2025
The amendments apply for annual reporting periods beginning
on or after 1 January 2025. Earlier application is permitted.

Standards Change Date of application

On 18 July 2024, the International Accounting Standards Board
(IASB) issued narrow amendments to IFRS Accounting Standards
and accompanying guidance as part of its regular maintenance
of the Standards.
The
amendments
include
clarifications,
simplifications,
corrections and changes aimed at improving the consistency of
several IFRS Accounting Standards.
Annual improvements The IASB amended:
-
IFRS 1 First-time Adoption of International Financial
Reporting Standards, to clarify some aspects related to hedge
accounting by a first-time adopter.
-
IFRS 7 Financial Instruments: Disclosures and its
accompanying Guidance on implementing IFRS 7 to clarify:
o
The application guidance on Gain or loss on
derecognition, and
o
Some Implementation Guidance paragraphs, namely
Introduction, Fair value (disclosure of deferred difference
between fair value and transaction price) and Credit risk
disclosures.
-
IFRS 9 Financial Instruments to:
o
To require companies to initially measure a trade
receivable without a significant financing component at the
amount determined by applying IFRS 15, and
o
To clarify that when a lease liability is derecognised, the
derecognition is accounted for under IFRS 9. However, when a
lease liability is modified, the modification is accounted for
under IFRS 16 Leases. The amendment states that when lease
liabilities are derecognised under IFRS 9, the difference between
the carrying amount and the consideration paid is recognised in
profit or loss.
-
IFRS 10 Consolidated Financial Statements, clarifying
the Determination of a 'de facto agent'; and
-
IAS 7 Statement of Cash Flows, minor change on the
paraph related to Investments in subsidiaries, associates, and
joint ventures.
1 January 2026
The amendments are effective for annual periods beginning on
or after 1 January 2026, with earlier application permitted.
On 18 December 2024 the International Accounting Standards
Board (IASB) issued amendments to help companies better
report the financial effects of nature-dependent electricity
contracts, which are often structured as power purchase
agreements (PPAs).
Amendments to IFRS 9 and IFRS 7
– Contracts Referencing Nature
dependent Electricity
Nature-dependent electricity contracts help companies to
secure their electricity supply from sources such as wind and
solar power. The amount of electricity generated under these
contracts can vary based on uncontrollable factors such as
weather conditions. Current accounting requirements may not
adequately capture how these contracts affect a company's
performance.
1 January 2026
To allow companies to better reflect these contracts in the
financial statements, the IASB has made targeted amendments
to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures. The amendments include:
-
Clarifying
the
application
of
the
'own-use'
requirements;
-
Permitting hedge accounting if these contracts are
used as hedging instruments; and
Amendments to the Classification
and Measurement of Financial
Instruments
-
Adding new disclosure requirements to enable
investors to understand the effect of these contracts on a
company's financial performance and cash flows.
The amendments are effective for annual periods beginning on
or after 1 January 2026, with earlier application permitted.
On 30 May 2024, the International Accounting Standards Board
(the IASB or Board) issued amendments to the classification and
measurement requirements in IFRS 9 Financial Instruments. The
amendments will address diversity in accounting practice by
making the requirements more understandable and consistent.
These amendments aim to:
-
Clarify the classification of financial assets with
environmental, social, and corporate governance (ESG) and
similar features, as ESG-linked features in loans could affect
whether the loans are measured at amortised cost or fair value.
To resolve any potential diversity in practice, the amendments
clarify how the contractual cash flows on such loans should be
assessed.
-
Clarify the date on which a financial asset or financial
liability is derecognised when the settlement of liabilities is made
through electronic payment systems. There is an accounting
policy option to allow a company to derecognise a financial
liability before it delivers cash on the settlement date if specified
criteria are met.
-
Enhance the description of the term 'non-recourse',
under the amendments, a financial asset has non-recourse
features if an entity's ultimate right to receive cash flows is
contractually limited to the cash flows generated by specified
assets. The presence of non-recourse features does not
necessarily preclude the financial asset from meeting the SPPI
criterion, but the features do need to be carefully considered.
-
Clarify that a contractually linked instrument must
feature a waterfall payment structure that creates concentration
of credit risk by allocating losses disproportionately between
1 January 2026
different tranches. The underlying pool can include financial
instruments not in the scope of IFRS 9 classification and
measurement (e.g., lease receivables), but must have cash flows
that are equivalent to SPPI.
The IASB has also introduced additional disclosure requirements
regarding investments in equity instruments designated at fair
value through other comprehensive income and financial
instruments with contingent features, for example features tied
to ESG-linked targets.
The amendments apply for annual reporting periods beginning
on or after 1 January 2026. Earlier application is permitted.
Standards Change Date of
application
Standards and amendments not yet endorsed by the European Union
IFRS 18 Presentation and
Disclosure in Financial
Statements
On 9 April 2024, the International Accounting Standards Board
(the IASB or Board) issued the new Standard, IFRS 18
Presentation and Disclosure in Financial Statements.
The main changes introduced by this Standard are:
-
Promotes a more structured income statement. In
particular, it introduces a newly defined 'operating profit'
subtotal and a requirement for all income and expenses to be
classified into three new distinct categories based on a
company's
main
business
activities,
namely:
Operating,
Investing and Financing.
-
Requirement to companies to analyse their operating
expenses directly on the face of the income statement – either
by nature, by function or on a mixed basis.
-
Requirement to some of the 'non-GAAP' measures the
Company/Group uses to be reported in the financial statements.
It defines MPMs as a subtotal of income and expenses that:
o
is used in public communications outside the financial
statements; and
o
communicates
management's
view
of
financial
performance.
For each MPM presented, companies will need to explain in a
single note to the financial statements why the measure
provides useful information and how it is calculated, and to
reconcile it to an amount determined under IFRS Accounting
Standards.
-
Introduction of enhanced guidance on how companies
group information in the financial statements. This includes
guidance on whether material information is included in the
primary financial statements or is further disaggregated in the
notes.
The standard applies for annual reporting periods beginning on
1 January 2027
IFRS 19 Presentation and
Disclosure in Financial
Statements
application is permitted.
On 9 May 2024, the International Accounting Standards Board
(the IASB or Board) issued the new Standard, IFRS 19
Subsidiaries without Public Accountability: Disclosures, which
permits eligible subsidiaries to use IFRS Accounting Standards
with reduced disclosures. Applying IFRS 19 will reduce the costs
of preparing subsidiaries' financial statements while maintaining
the usefulness of the information for users of their financial
statements.
A subsidiary may choose to apply the new standard in its
consolidated, separate or individual financial statements
provided that, at the reporting date:
-
it does not have public accountability;
-
its parent produces consolidated financial statements
under IFRS Accounting Standards.
A subsidiary applying IFRS 19 is required to clearly state in its
explicit and unreserved statement of compliance with IFRS
Accounting Standards that IFRS 19 has been adopted.
The standard applies for annual reporting periods beginning on
or after 1 January 2027 and applies retrospectively. Earlier
application is permitted.
1 January 2027

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 EU and of mandatory application on 1 January 2026, as well as of the new standards and interpretations not yet endorsed by the EU 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.

At 31 December 2024, the Group had not completed all of the planned openings of KFC restaurants in Spain and was negotiating with KFC to revise the current development agreements. As at 30 September 2025, the negotiation process with KFC has not yet been completed. Ibersol's management considers the risk of contract termination to be remote and that any penalties that may be imposed by KFC will not have a material impact on the financial statements.

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.

<-- PDF CHUNK SEPARATOR -->

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

The 'Restaurants' segment, which includes Pizza Hut restaurants, grew by 2.8% (1.3% LfL). The delivery sales channel through aggregators is the main driver of this growth.

The 'Counters' segment grew by 25.6%, but if we exclude the effect of the incorporation of NRS restaurants and new openings, mainly of the KFC and Taco Bell brands, sales in this segment would have grown by 5.2%.

The 'Concessions and Catering' segment grew by 10.7%, driven by openings and conversions of restaurants into permanent formats at airports in Spain, which were completed during the first half of 2025.

The gross margin, 76.7% of turnover, rose 0.6 p.p. compared to the previous year, combined with an increase in sales through aggregators, with a higher gross margin.

Personnel costs represent 30.1% of turnover (-0.5 p.p. compared to the same period in 2024) due to the increase in turnover and the fact that some concessions operated in provisional formats and started operating last year, with lower productivity.

Amortisation, depreciation, impairment losses on AFT, right of use and goodwill totalled €76.4 million, corresponding to an increase of €24.4 million compared to the same period last year. Amortisation of right of use amounted to €53.9 million, an increase of €19.3 million compared to the same period in 2024, of which €17.0 million corresponds to the right of use of the old Barcelona contracts.

4.1. Revenue

The revenue from contracts with customers is presented as follows:

2025 2024
Restaurants sales 385 160 218 336 145 330
Restaurant sales 371 206 726 321 867 603
Event catering sales 8 261 182 8 510 396
Concession catering sales 5 692 311 5 767 331
Merchandise sales to franchisees 7 429 129 9 194 897
Total sales 392 589 347 345 340 227
Services Rendered 2 202 562 2 413 961
Franchise royalties 1 307 275 1 411 811
Rents from investment properties 518 221 532 662
Other 377 066 469 488
Turnover Continuing Operations 394 791 909 347 754 188
Turnover Discontinued Operations - 1 389 099
Turnover 394 791 909 346 365 089

In 30 September2025 restaurant sales through Aggregator platforms amount to €46.6 million (€35.5 million in 30 September 2024).

4.2. Segment reporting

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

DETAILED INFORMATION REGARDING OPERATING SEGMENTS

Restaurants Counters Concessions, Travel and
Catering
Others, eliminations and
adjustments
Total Group
set/25 set/24 set/25 set/24 set/25 set/24 set/25 set/24 set/25 set/24
Turnover 84 963 086 82 341 976 164 557 656 133 663 383 144 339 200 129 209 239 931 967 1 150 492 394 791 909 346 365 089
Operating profit minus amortisation, deprec.
and impairment losses
13 249 326 13 873 936 29 567 176 23 857 319 56 835 192 31 903 351 89 888 86 836 99 741 583 69 721 442
Amortisation, depreciation and impairment
losses
-9 292 439 -9 195 319 -21 543 476 -16 744 546 -44 163 597 -24 770 751 -1 360 747 -1 224 631 -76 360 260 -51 935 247
Operating profit 3 956 887 4 678 617 8 023 700 7 112 773 12 671 596 7 132 599 -1 270 860 -1 137 795 23 381 323 17 786 195
Financial profit (loss) -11 219 886 -8 171 334
Other non-operating gains (losses) -61 032 3 686
Income tax for the period -432 743 -553 256
Consolidated net profit 11 667 663 9 065 291
set/25 Dec/24 set/25 Dec/24 set/25 Dec/24 set/25 Dec/24 set/25 Dec/24
Total allocated assets 116 009 402 115 945 889 219 735 359 225 714 739 205 992 230 238 862 355 13 210 718 13 708 260 554 947 708 594 231 243
Total allocated liabilities 54 244 104 56 781 374 100 912 142 115 761 851 210 122 732 224 118 707 898 559 1 124 219 366 177 537 397 786 151

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
set/25 Dec/24
Assets Liabilities Assets Liabilities
Deferred Taxes 10 064 234 3 765 533 9 207 174 4 088 399
Income tax 89 134 590 515 2 968 601 110 993
Net Financing 127 367 647 11 591 910 140 659 284 16 722 004
BK sale receivable amount 161 546 - 6 824 843 -
Non-current accounts receivable 115 300 - 273 924 -
Investments in associates and joint ventures 5 420 827 - 5 481 859 -
Debt instruments at amortised cost 1 236 587 - 1 630 669 -
Total 144 455 276 15 947 958 167 046 353 20 921 397
set/25 Dec/24
Liabilities
Assets
Assets Liabilities
Allocated by segment 554 947 708 366 177 537 594 231 243 397 786 151
Not allocated 144 455 276 15 947 958 167 046 353 20 921 397
Total Balance 699 402 984 382 125 495 761 277 596 418 707 547

INFORMATION BY GEOGRAPHY

As at 30 September 2025 the breakdown of revenues and non-current assets by geography is as follows:

30 September 2025 Portugal Angola Spain Group
Turnover 201 423 887 12 577 234 180 790 788 394 791 909
Tangible and intangible fixed assets 120 651 947 7 648 387 76 046 140 204 346 474
Right-of-Use Assets 60 707 638 971 904 163 933 902 225 613 444
Investment property 12 313 763 - - 12 313 763
Goodwill 6 604 503 130 714 51 852 460 58 587 677
Deferred tax assets - - 10 064 234 10 064 234
Investments in assoc. and joint ventures 2 869 098 - 2 551 729 5 420 827
Non-current accounts receivable 115 300 - 10 606 985 10 722 285
Debt instruments at amortised cost - 873 652 - 873 652
Total non-current assets 203 262 249 9 624 657 315 055 451 527 942 356

4.3. Operating income and expenses

4.3.1. Other operating income/(expenses)

Other expenses and other operating income breakdown in 30 September 2025 and 31 December 2024 is presented as follows:

2025 2024
Other operating expenses
Direct/indirect taxes not affecting the operating activity 646 090 621 984
Losses on assets 505 102 329 802
Exchange differences 707 044 593 432
Stock losses - 31 303
Membership fees, donations and gifts and inventory samples 177 141 116 130
Impairment adjustments (of receivables) 54 000 59 600
Other operating expenses 538 391 330 888
2 627 768 2 083 139
Other operating income
Provision for other risks and charges reversal - 530 000
Operating subsidies 46 170 101 092
Supplementary income 5 590 334 5 249 794
Exchange differences 110 713 91 468
Compensation 563 384 -
Gains on assets - 223 963
Investment subsidies 7 861 7 948
Other operating income 556 091 297 264
6 874 553 6 501 529
Other operating income / (expenses) 4 246 785 4 418 390

Compensation refers to the amount received by the locations affected by storm DANA in Valencia at the end of 2024 in the amount of €241,738, and the refund of social security contributions relating to the Elia case at Spanish airports, in the amount of €321,646.

5. Working Capital

5.1. Accounts receivable

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

For the periods ended 30 September 2025 and 31 December 2024, the accounts receivable item breaks down as follows:

Note set/25 Dec/24
Non-current accounts receivable
Non-current financial assets 115 300 273 924
Non-current loans 933 871 495 871
Other accounts receivable 5.1.1 9 723 430 9 529 435
Accumulated impairment losses -50 316 -71 880
10 722 285 10 227 350
Current accounts receivable
Clients 9 906 313 10 620 875
State and other public entities 3 441 172 4 314 521
Other debtors 5.1.2. 8 836 870 8 828 016
BK sale receivable amount 161 546 6 824 843
Advances to suppliers c/a 541 835 414 566
Advances to suppliers of fixed assets 917 112 506 405
Accrued income 3 617 687 6 789 109
Expenses to be recognised 2 037 098 2 445 755
Accumulated impairment losses -2 868 035 -2 825 362
26 591 598 37 918 728
Total Accounts receivable 37 313 883 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, was €6,824,843 in December 2024. In February 2025, the earn-out process was completed for the fulfilment of the extension programme for some contracts, with the remaining €161,546 relating to the ASA Norte contract.

Non-current financial assets

The balance relates essentially to the Labor Compensation Fund.

State and other public entities

The balance relates essentially to VAT recoverable in the amount of 3,123,170 euros at 30 September 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 30 September 2025 total 7,630,399 euros (7,613,702 euros in 31 December 2024).

5.1.2. Other debtors

On 30 September 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:

set/25 Dec/24
Meal card/Aggregators 4 619 712 935 848
Deposits and guarantees 375 969 330 776
Marketing and rappel 873 009 847 243
Other debtors 1 283 530 4 894 742
Advances 385 430 79 009
Staff expenses 453 009 388 994
Suppliers' debt balances 420 779 496 654
Credit sales 184 894 696 377
Continente card 240 539 158 371
Total 8 836 870 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 June and charged on the date of payment in the following month.

5.2. Accounts payable

In the periods ended 30 September 2025 and 31 December 2024, the accounts payable item breaks down as follows:

Note set/25 Dec/24
3 704 3 704
3 704 3 704
5.2.1. 51 983 278 59 345 148
5.2.2. 19 480 419 21 606 794
7 699 669 5 156 444
8 172 247 8 583 591
2 650 199 735 990
89 985 812 95 427 967
89 989 516 95 431 671

State and other public entities

State and other public balances is essentially VAT payable of 4,119,849 euros (3,499,933 euros as at 31 December 2024) and Social Security of 3,015,740 euros (4,003,096 euros as at 31 December 2024).

5.2.1. Suppliers

The breakdown of suppliers on 30 September 2025 and 31 December 2024, is as follows:

set/25 Dec/24
Suppliers - current account 38 409 290 41 565 695
Suppliers - Invoices being received and checked 9 116 478 9 416 046
Suppliers of fixed assets - current account 4 457 510 8 363 407
Total accounts payable to suppliers 51 983 278 59 345 148

5.2.2. Accrued expenses

At 30 September 2025 and 31 December 2024 the breakdown of accrued expenses, is as follows:

set/25 Dec/24
Insurance payable 142 983 171 251
Accrued payroll 12 787 554 9 397 737
External services rendered 5 938 508 11 792 983
Others 611 374 244 823
Total accrued expenses 19 480 419 21 606 794

In 31 December 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:

set/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:

set/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 30 September 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
30 September 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.

At 30 September 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 nine-month period ending 30 September 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 conversion - -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 conversion - -18 572 - -7 962 -26 534
Additions - 927 679 56 414 1 537 447 2 521 540
Decreases - -108 957 -9 926 - -118 883
Transfers - 151 179 - -138 679 12 500
Amortization for the year -825 000 -1 832 438 -1 165 144 - -3 822 582
30 September 2025 12 191 667 25 444 924 -176 547 2 033 361 39 493 406
Cost 22 000 000 63 009 264 9 634 978 2 033 361 96 677 603
Accumulated amortization -9 808 333 -33 253 400 -9 779 229 - -52 840 962
Accumulated Impairment - -4 310 940 -32 296 - -4 343 236
30 September 2025 12 191 667 25 444 924 -176 547 2 033 361 39 493 406

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 nine-month period ending 30 September 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:

Land Buildings and
other
constructions
Equipment Other
tangible fixed
assets
Other tangible
fixed assets
Total
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 conversion -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 conversion -153 500 -292 500 -87 178 -10 283 -189 100 -732 561
Additions 913 008 10 128 075 4 239 239 1 274 636 4 468 186 21 023 143
Decreases - -284 324 -305 576 1 462 -70 683 -659 121
Transfers - 3 663 216 1 354 232 201 725 -2 185 663 3 033 511
Depreciation for the year -10 798 -10 686 051 -6 434 816 -1 207 037 - -18 338 702
30 September 2025 9 649 087 109 029 892 33 643 263 6 999 619 5 531 205 164 853 068
Cost 9 979 056 244 319 245 139 928 675 25 547 286 5 531 205 425 305 467
Accumulated depreciation -320 966 -124 210 449 -105 853 986 -18 530 093 - -248 915 494
Accumulated Impairment -9 000 -11 078 905 -431 427 -17 574 - -11 536 906
30 September 2025 9 649 088 109 029 891 33 643 261 6 999 619 5 531 205 164 853 068

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 21 million euros in 2025 refers to the opening of 1 Taco Bell, 1 Pans, 3 KFC and four 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 30 September 2025, in the amount of €5.5M, refers to investments made for future openings

6.4. Right of use assets

Changes in right of use assets

During the nine-month period ending 30 September 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 conversion -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 conversion -144 107 - - - -144 107
Increases 18 169 495 - - - 18 169 495
Decreases -108 666 - - - -108 666
Transfers - -2 725 713 -353 530 -79 020 -3 158 263
Depreciation for the year -53 725 458 -21 500 -182 233 -6 580 -53 935 771
30 September 2025 221 792 773 -504 472 4 288 430 36 713 225 613 444
Cost 375 005 606 1 194 874 8 504 433 70 196 384 775 109
Accumulated depreciation -151 902 833 -1 699 345 -4 216 003 -33 484 -157 851 665
Accumulated Impairment -1 310 000 - - - -1 310 000
30 September 2025 221 792 773 -504 472 4 288 431 36 712 225 613 444

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 nine months of 2025, the value of the increases corresponds to 6 new lease, 23 renewals and 9 extensions. 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 30 September 2025 and 2024 were as follows:

set/25 set/24
Nature Note Depreciation
and
amortisation
Impairment
losses
Total Depreciation
and
amortisation
Impairment
losses
Total
Goodwill 6.1. - - - - - -
Intangible assets 6.2. -3 822 582 - -3 822 582 -2 535 011 - -2 535 011
Property, plant and equipment 6.3. -18 338 702 - -18 338 702 -12 695 400 - -12 695 400
Right-of-use assets 6.4. -53 935 771 - -53 935 771 -36 424 756 - -36 424 756
Investment property 6.7. -225 423 - -225 423 -225 422 - -225 422
Currency conversion -37 783 - -37 783 -54 658 - -54 658
Total -76 360 260 - -76 360 260 -51 935 247 - -51 935 247

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 30 September 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 nine 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 30 September 2025 and 2024, the impact of discontinued operations on the Consolidated Statement of Cash is as follows:

Cash flows from discontinued operations set/25 set/24
Cash Flows from Operating Activities - 195 402
Cash flows from investing activities - Disposal of available-for-sale
non-current assets (NCAHS)
137 304 5 962 586
Cash and cash equivalents from discontinued operations 137 304 6 157 988

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 518,221 euros on 30 September 2025 (332,662 euros on 30 September 2024).

Movements in investment properties

During the nine-month period ending 30 September 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 -225 423
30 September 2025 12 313 763
Cost 13 425 032
Accumulated depreciation -1 111 270
Accumulated Impairment -
30 September2025 12 313 763

On 30 September 2025, 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 14 July 2025, the company reduced its share capital from 41,514,818 euros to 40,899,126 euros, by cancelling 615,692 of its own shares, in order to release excess capital.

On 30 September 2025, Ibersol's share capital was fully subscribed and paid up, and was represented by 40,899,126 registered shares with a nominal value of 1 euro each.

7.1.2. Own shares

During the first nine months of the year, under the buy-back programme approved by shareholders in General Meeting, the group acquired 772,906 shares at an average price of 9.32 euros.

On 30 September 2025, following the capital reduction through the cancellation of 615,692 treasury shares, the company held 533,096 own shares acquired, at an average price of 9.71 and representing 1.30% of the share capital.

7.1.3. Dividends

At the Annual General Meeting of 29 May 2025, it was decided to pay a gross dividend of 0.70 euros per share (0.50 euros in 2024), corresponding to an amount of 28,539,062 euros (20,755,209 euros in 2024) for outstanding shares, which was paid on 20 June 2025.

7.1.4. Earnings per share

At 30 September 2025 and 2024, basic and diluted earnings per share were calculated as follows:

2025 2024
Profit attributable to equity holders
Continuing operations 11 707 063 9 063 698
Discontinued operations 0 3 097 611
Number of shares issued at the beginning of the year 41 514 818 42 359 577
Number of shares issued at the end of the year 41 514 818 41 514 818
Weighted average number of ordinary shares issued (i) 41 336 651 42 075 935
Weighted average number of treasury shares (ii) 539 040 529 246
Weighted average number of shares outstanding (i-ii) 40 797 611 41 546 689
Basic earnings per share (euros per share)
Continued operations 0,29 0,22
Discontinued operations 0,00 0,07
Diluted earnings per share (€ per share)
Continued operations 0,29 0,22
Discontinued operations 0,00 0,07
Number of treasury shares at the end of the period 533 096 258 986

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

7.2. Bank Debt

At 30 September 2025 and 31 December 2024 current and non-current borrowings had the following detail:

set/25 Dec/24
Non-current
Bank loans 21 329 031 13 221 336
Commercial paper - -
21 329 031 13 221 336
Current
Bank overdrafts 7 051 1 300 340
Bank loans 5 757 152 4 605 304
Commercial paper - 9 834 000
5 764 203 15 739 644
Total borrowings 27 093 234 28 960 979

The interest rate in force on 30 June 2025 for Commercial Paper Programs (CPP), and borrowings was on average around 4.00% (5% on 31 December 2024). Borrowings indexed at variable rates are indexed to Euribor.

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.

As at 30 September 2025, the Group had 24.5 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 30 September 2025.

Changes in bank debt

Movements in the nine-month period ending 30 September 2025 and the year 2024 under current and non-current loans, except for finance leases and bank overdrafts, are presented as follows:

set/25 Dec/24
1 January 28 960 979 28 454 044
Variations with impact in cash flows:
Proceeds from borrowings obtained 14 348 876 16 767 067
Financial debt repayments -16 177 653 -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 -38 968 -103 596
at 30 September 27 093 234 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 30 September 2025, the company has commitments to third parties arising from lease contracts, namely real estate contracts. On 30 September 2025 and 31 December 2024, current and non-current leases were as follows:

set/25 Dec/24
Current Non-current Total Current Non-current Total
Leases 71 884 212 188 612 776 260 496 988 75 000 106 214 485 891 289 485 998
TOTAL 71 884 212 188 612 776 260 496 988 75 000 106 214 485 891 289 485 998

Changes in lease liabilities

Movements in the nine-month period ending 30 September 2025 and the year 2024 in lease liabilities are presented as follows:

set/25 Dec/24
1 January 289 485 998 229 007 968
Variations with impact in cash flows:
Lease payments -58 639 129 -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 11 754 795 14 805 610
Lease increases 18 169 495 75 922 864
Contracts terminations / shop closings -108 666 -1 515 825
Others -165 506 -188 753
at 30 September 260 496 988 289 485 998

On 30 September 2025, lease payments include 46,884,334 euros in capital (34,352,050 euros in 2024) and 11,754,795 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 nine months of 2025, the value of the increases corresponds to 6 new lease, 23 renewals and 9 extensions. 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:

set/25 Dec/24
Current Non Total Current Non Total
current current
Angolan Treasury Bonds 389 943 999 911 1 389 853 214 025 1 569 909 1 783 935
Accumulated impairment losses -27 007 -126 259 -153 266 -27 007 -126 259 -153 266
TOTAL 362 936 873 652 1 236 587 187 018 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 30 September 2025 and 31 December 2024, the breakdown of cash and cash equivalents was as follows:

set/25 Dec/24
Cash 610 388 693 203
Bank deposits 126 757 259 139 966 081
Cash and bank deposits in the balance sheet 127 367 647 140 659 284
Cash and cash equivalents on the cash flow statement 127 367 647 140 659 284

Bank deposits include 88,259,500 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 September 2025 and 2024 are presented as follows:

Financial expenses 2025 2024
Interest from lease liabilities (IFRS16) 11 754 795 10 954 368
Interest expenses with financing 914 394 736 363
Other financial expenses 528 644 697 631
13 197 833 12 388 362

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

Financial income and gains 2025 2024
Interest income 1 809 002 4 178 039
Other financial income 168 945 38 989
1 977 947 4 217 028

8. Income tax

8.1. Current income tax

8.1.1. Current tax recognized in the income statements

Income tax for the nine-month period ended 30 September 2025 and 2024 is detailed as follows:

set/25 set/24
Current tax 1 577 620 2 067 451
Deferred tax -1 144 877 -1 514 196
432 743 553 256

The effective tax rate on 30 September 2024 is of 4% (6% on 30 September 2024), mainly due to tax credits in Portugal.

8.1.2. Current tax recognized in the statement of financial position

8.1.2.1. Income tax recoverable

At 30 September 2025, the amount of tax on income to be recovered totals EUR 89,134 (EUR 2,968,601 in 31 December 2024), as follows:

set/25 Dec/24
Portugal - 2 802 721
Angola 47 339 -
Spain 37 537 161 640
Others 4 258 4 240
89 134 2 968 601

8.1.2.2. Income tax payable

At 30 September 2025 and 31 December 2024, the amount of tax payable breaks down as follows:

set/25 Dec
Portugal 590 515 -
Angola - 99 558
Others - 11 435
590 515 110 993

8.2. Deferred taxes

8.2.1. Deferred tax assets

At 30 September 2025 and 31 December 2024 the detail of deferred tax assets, according to the jurisdiction, is as follows:

set/25 Dec/24
Deferred tax assets Spain Spain
Tax losses carried forward 9 729 770 9 890 119
Deductible and taxable temporary differences (IFRS16) 4 389 967 3 846 999
Homogenization of property, plant and equipment and
intangible assets -5 014 680 -5 489 120
Other temporary differences 959 177 959 176
10 064 234 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:

Deductible temporary differences (IFRS16)
Taxable temporary differences (IFRS16)
set/25 Dec/24
Spain Spain
-44 402 031 -52 699 102
48 791 998 56 546 101
4 389 967 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 9 months period 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 30 September 2025 and 31 December 2024, according to the jurisdiction and temporary differences that generated them, is as follows:

set/25 Dec/24
Deferred tax liabilities Portugal Portugal Angola TOTAL Portugal Angola TOTAL
Homogenization of property, plant and
equipment and intangible assets and 4 541 865 413 655 4 955 520 4 793 887 480 293 5 274 180
Hyperinflationary Economies (IAS 29)
Deductible temporary differences (IFRS16) - -38 214 -38 214 - -34 008 -34 008
Other temporary differences -1 113 456 -38 317 -1 151 773 -1 113 456 -38 317 -1 151 773
3 428 409 337 124 3 765 533 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 30 September 2025, there are 58,800 euros of tax benefits associated with the capital increase and 2,254,656 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), 53,647 euros of IFR (deductible up to and including 2027) and 1,977,522 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 30 September 2025, the detail of other provisions is as follows:

Dec/24 Increases Decreases set/25
Onerous contracts - - - -
Compensation - - - -
Others 455 505 12 204 -278 000 189 709
Other Provisions 455 505 12 204 -278 000 189 709

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.

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 30 September 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:

set/25 Dec/24
Bank Guarantees 36 422 650 36 023 942

At 30 September 2025 the bank guarantees are detailed, by type of coverage, were as follows:

Concessions
and rents
Other supply
contracts
Fiscal and legal
proceedings
Other Other legal
claims
32 350 703 20 683 59 199 3 971 334 20 731

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

The relevant amount derives from the guarantees required by the owners of spaces under concession (ANA Airports and AENA Airports, in Spain) or leased (some malls and other locations) in concessions and rents, of which 28,034,000 euros with AENA Airports.

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

10. Transactions with related parties

The balances and transactions with related parties in 30 September 2025 and 31 December 2024 can be presented as follows:

set/25 Year 2024
Parent
entitie
Jointly
controlled
entitie
Associated
entitie
Other
Entities
Parent
entitie
Jointly
controlled
entitie
Associated
entitie
Other
Entities
Supply of services 875 160 2 522 555 - - 1 137 300 3 433 504 - -
Rental income from lease
contracts
- - - 146 299 - - - 191 041
Accounts payable - 467 301 - - - 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 30 September 2025 the estimated long term commitments for rents total 421,342 euros (542,923 euros on 31 December 2024).

11. Subsequent Events

There are no subsequent events to 30 September 2025 that could have a material impact on the financial statements presented.

Talk to a Data Expert

Have a question? We'll get back to you promptly.