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Pharmanutra

Interim / Quarterly Report Sep 12, 2025

4324_rns_2025-09-12_ab78a851-dbbb-4aa2-90a9-efcafa7a8cc4.pdf

Interim / Quarterly Report

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REPORT INTERMEDIATE HALF-YEAR FINANCIAL REPORT

June 30, 2023 June 30, 2025

MANAGEMENT

Pharmanutra S.p.A. Pharmanutra S.p.A.

Seat REA PISA Business Register Share capital C.F. | P.Iva | Reg. Impr. of Pisa Seat REA PISA Business Register Share capital C.F. | VAT N° | Reg. Impr. of Pisa Via delle Lenze 216/B - 56122 PISA PI 146259 Via Campodavela 1 - 56122 PISA PI 146259

€ 1.123.097,70 i.v. 01679440501 € 1.123.097,70 i.v. 01679440501

No. 01679440501

1

OUR HISTORY

The PharmaNutra Group is a group of companies specialized in the pharmaceutical, nutraceutical and nutritional sectors. To date, the Italian companies PharmaNutra S.p.A. (Parent Company) Akern S.r.l. and Athletica Cetilar® S.r.l. are part of the Group., in addition to the two foreign subsidiaries PharmaNutra U.S.A. Corp. and PharmaNutra España S.L.U.

The history of the Group began in 2000 with the foundation of Alesco S.r.l., a company focused on the development of nutraceutical raw materials, followed in 2003 by the establishment of PharmaNutra S.p.A., specialized in the development of nutraceutical products and medical devices. Finally, in 2010, Junia Pharma S.r.l., a company operating in the pediatric sector, was born. In 2022, following the acquisition of 100% of Akern S.r.l., the Group opened up to the nutritional research sector, internalizing a unique technical-scientific know-how and generating important synergies.

Since 2013, the Group has been present in foreign markets with a flexible and innovative business model, which is based on a consolidated network of distributors of excellence. Currently, PharmaNutra products are present in over 80 countries around the world, including Europe, Asia, Africa and America, thanks to a network of selected commercial partners.

In 2023, PharmaNutra España and PharmaNutra USA were established with the aim of directly overseeing the distribution of products on the market of the two countries, while in 2024 the merger by incorporation into PharmaNutra of the two historic companies, Junia Pharma S.r.l. and Alesco S.r.l., was carried out.

A new corporate structure is thus defined, which meets the requirements of the entire production chain, from the development of new technologies and patents, to the marketing of nutraceutical products and medical devices capable of covering the needs of health and well-being from early childhood to adulthood.

Thanks to continuous investments in R&D activities that have led to the recognition of numerous patents related to Sucrosomial® Technology and Cetylated Esters (CFAs), the Group has managed in a short time to establish itself as a leader in the sector of iron and mineral based nutritional supplements and medical devices dedicated to the restoration of joint capacity.

The PharmaNutra Group today has more than 110 employees with a network of over 160 single-firm single-brand Pharmaceutical Sales Representatives in Italy.

CORPORATE BODIES

Board of Directors

  • Andrea Lacorte (President)
  • Roberto Lacorte (Vice-President)
  • Carlo Volpi (Director)
  • Germano Tarantino (Director)
  • Alessandro Calzolari (Independent Director)
  • Marida Zaffaroni (Independent Director)
  • Giovanna Zanotti (Independent Director)

Board of Statutory Auditors

Alessandro Ripa (Chairman of the Board of Statutory Auditors)

1

  • Debora Mazzaccherini (Standing Auditor)
  • Giuseppe Rotunno (Statutory Auditor)
  • Cecilia Andreoli (Alternate Auditor)
  • Alessandro Lini (Alternate Auditor)

Independent Auditors

BDO Italia S.p.A

INTRODUCTION

PharmaNutra S.p.A., whose shares are traded on the STAR Segment of the Mercato Telematico Azionario ("MTA"), organized and managed by Borsa Italiana since December 15, 2020, operates in the nutraceutical and pharmaceutical sector with the aim of improving people's well-being. On the strength of continuous research and development, it has introduced new nutritional concepts and new active ingredients to the market. It manufactures products with innovative technologies, paying particular attention to the protection of intellectual property.

This Half-Year Financial Report is presented in a single document for the purposes of the Condensed Half-Year Consolidated Financial Statements of the PharmaNutra Group (hereinafter the "Group").

The administrative body of PharmaNutra S.p.A. has resolved to prepare the Group's Condensed Half-Year Consolidated Financial Statements in accordance with the International Accounting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB) and approved by the European Union.

The amounts in the schedules, tables and explanatory notes, unless otherwise indicated, are expressed in thousands of euros.

2

HALF-YEAR FINANCIAL REPORT ON OPERATIONS AS AT 30 JUNE 2025 1
1.1 MAIN ECONOMIC, BALANCE SHEET AND FINANCIAL DATA1
1.2 THE PHARMANUTRA GROUP1
1.3 ECONOMIC AND FINANCIAL PERFORMANCE IN THE FIRST HALF OF 20253
1.4 SIGNIFICANT EVENTS IN THE FIRST HALF OF THE YEAR8
1.5 THE RESULTS OF THE PHARMANUTRA GROUP9
1.6 REFERENCE MARKETS IN WHICH THE GROUP OPERATES13
IRON MARKET17
TOPICAL PAINKILLERS MARKET20
TONIC MARKET22
VITAMIN B MARKET 22
1.7 CAPITAL EXPENDITURES23
1.8 RESEARCH AND DEVELOPMENT ACTIVITIES24
1.9 PHARMANUTRA ON THE STOCK EXCHANGE24
1.10 TRANSACTIONS WITH RELATED PARTIES27
1.11 TREASURY SHARES AND SHARES HELD BY SUBSIDIARIES 28
1.12 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES29
1.13 SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE PERIOD 29
1.14 OUTLOOK29
CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2025 PHARMANUTRA GROUP 31
FINANCIAL STATEMENTS 32
CONSOLIDATED BALANCE SHEET32
CONSOLIDATED INCOME STATEMENT 33
STATEMENT OF COMPREHENSIVE INCOME 34

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY34
CONSOLIDATED CASH FLOW STATEMENT 35
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF THE PHARMANUTRA GROUP 36
1.
STRUCTURE AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS36
2. SCOPE OF CONSOLIDATION37
3. CONSOLIDATION CRITERIA AND TECHNIQUES38
4. ACCOUNTING PRINCIPLES AND VALUATION CRITERIA39
5. IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED OR APPLICABLE/APPLIED FROM
1.1.202540
6. RISK MANAGEMENT AND UNCERTAINTIES 41
6.1 EXTERNAL RISKS41
6.2 MARKET RISKS42
6.3 FINANCIAL RISKS43
7. SEGMENT DISCLOSURES46
8. COMMENTS ON THE MAIN ITEMS47
9. OTHER INFORMATION66
10. EVENTS SUBSEQUENT TO THE CLOSING DATE OF 30 JUNE 202567
11. COMMITMENTS67
12. CONTINGENT LIABILITIES AND PRINCIPAL OUTSTANDING LITIGATION67
13. TRANSACTIONS WITH RELATED PARTIES 68
CERTIFICATION OF THE CONDENSED HALF-YEAR FINANCIAL STATEMENTS PURSUANT TO ART. 154-BIS, PARAGRAPH 5,
OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 73

HALF-YEAR FINANCIAL REPORT ON OPERATIONS AS AT 30 JUNE 2025

1.1 Main economic, balance sheet and financial data

The half-year financial report as at 30 June 2025 has been prepared pursuant to Article 154-ter of Legislative Decree 58/1998 and subsequent amendments ("TUF").

The main consolidated economic data of the Pharmanutra Group for the six months ended 30 June 2025 and 30 June 2024 and the balance sheet data as at 30 June 2025 and 31 December 2024 are presented below:

ECONOMIC DATA (€/million) 2025 % 2024 % Variations
REVENUES 63,1 100,0% 57,0 100,0% 10,7%
SALES REVENUE 61,9 98,1% 56,1 98,4% 10,4%
GROSS OPERATING RESULT 16,5 26,1% 16,2 28,4% 1,6%
PROFIT FOR THE YEAR 9,2 14,6% 8,9 15,6% 3,2%
EPS - BASIC EARNINGS PER SHARE (Euro) 0,96 0,93 3,4%
BALANCE SHEET (€/million) 2025 31/12/2024 Variations
NET INVESTED CAPITAL 66,3 56,6 9,7
NET FINANCIAL POSITION (5,1) 5,6 (10,6)
EQUITY (61,3) (62,2) (1,0)

1.2 The Pharmanutra Group

The Pharmanutra Group (hereinafter also the "Group") is composed of Pharmanutra S.p.A. ("Pharmanutra", the "Company" or the "Parent Company") and its subsidiaries Akern S.r.l. ("Akern"), Pharmanutra Usa Corp. ("Pharmanutra Usa" or "PHN USA"), Pharmanutra España S.L. ("Pharmanutra España" or "PHN ESP") and Athletica Cetilar S.r.l. ("Athletica" or "ATHL").

Pharmanutra, a nutraceutical company based in Pisa, specializes in the development of nutritional supplements and medical devices and in the production and distribution of raw materials and active ingredients for the food, pharmaceutical and food supplement industries. In particular, it carries out research, design, development and marketing of proprietary and innovative products. Among these, the most relevant are those based on Sucrosomial® Iron, consisting of the products of the Sideral® line, the products intended for the restoration of joint capacity and movement in osteoarticular affections, consisting of the Cetilar® line and those of the Apportal® line, an energizing tonic composed of 19 nutrients including 5 minerals.

It follows strict quality standards, always maintaining a high focus on the raw materials used, unique and exclusive for the whole national territory, studies and produces formulations with an important scientific background.

Since 2005 it has been developing and marketing directly and independently a line of products under its own brand, managed through a structure of commercial scientific representatives who present the products directly to the medical class. Pharmanutra currently has the know-how to manage all phases from the design, formulation and registration of a new product, to marketing and marketing, up to the training of sales representatives. The business model developed has been reported by leading healthcare marketing experts as an example of innovation and efficiency across the entire pharmaceutical landscape.

The company is constantly strengthening its research and development activities in order to further strengthen its results in its sector.

Akern is an Italian company founded in 1980 with the aim of research, development and production of medical instruments and software for monitoring body composition with bioimpedance techniques.

Pharmanutra USA was established in December 2022 for the distribution of Pharmanutra® brand products on the American market through selected ecommerce channels and direct distribution throughout the country.

Pharmanutra España was established in March 2023 It deals with the distribution on the Spanish market of the products of the Cetilar® and Cetilar® Nutrition line through selected online sales channels and with a dedicated sales network.

Athletica Cetilar S.r.l. was established in March 2024 with the aim of creating a sports medical center oriented towards optimizing the performance of professional and non-professional athletes and the development of applications for the products of the Cetilar® line.

The Business Lines of the Pharmanutra Group

The distribution and sales model of the Pharmanutra Group consists of the following business lines:

  • Business Line Italy: is characterised by direct control in the reference markets in which the Group operates; for finished products, the logic that governs this model is to ensure complete coverage of the territory through an organisational structure of commercial scientific representatives, who, by carrying out sales and scientific information activities, ensure full control of all the players in the distribution chain: hospital doctors, outpatient doctors, pharmacies and hospital pharmacies.

The commercial activity relating to raw materials is aimed at companies in the food, pharmaceutical and nutraceutical industries as well as nutraceutical products production workshops that work on behalf of third parties.

  • Foreign Business Line: it is characterized by the marketing of finished products and raw materials through local partners, who, by virtue of multi-year exclusive distribution contracts, distribute and sell the products in their respective markets. The business model described is mainly used in foreign markets.
  • Akern Business Line: the business model involves the sale of instruments and software for the measurement of body bioimpedance in Italy and on foreign markets through agents, distributors and online sales.

The analysis of the Group's situation, its performance and its operating result is analysed in the following paragraphs, specifically dedicated to the market scenario and the products and services offered, investments and the main indicators of economic performance and the evolution of the balance sheet and financial position.

1.3 Economic and financial performance in the first half of 2025

The first half of 2025, which is in line with forecasts, recorded organic growth in net revenues of 10.4%, with a limited increase in EBITDA, (+approximately 2%) compared to the first half of 2024, as a result of the investments made to support development projects being implemented. Excluding the aforementioned costs (approximately €4 million), the EBITDA on revenues for the period would have been approximately 32%, in line with that of the previous year, further confirming the solidity of the recurring business.

In the second quarter, sales revenues and EBITDA increased by approximately 35% and 14% respectively compared to the previous quarter.

From a financial point of view, there was a temporary absorption of liquidity linked to the distribution of dividends and the payment of the earn-out to the previous shareholders of Akern, provided for in the contract, which led to a temporary reduction in the net financial position.

Sales revenue

Consolidated sales revenues in the first half of 2025 increased by 10.4% compared to the same period of the previous year and amounted to €61.9 million (€56.1 million as at 30 June 2024). The contribution to revenues of new initiatives (USA, Spain and Cetilar® Nutrition), increased compared to the previous year, is still marginal.

Revenues Italy

Revenues from sales on the Italian market increased by approximately 9% to Euro 41 million (Euro 37.5 million as of June 30, 2024) in a very challenging context due to the operating dynamics that continue to characterize the wholesalers channel.

Foreign Revenues

Revenues from sales on foreign markets amounted to Euro 20.9 million, an increase of approximately 13% compared to the first half of the previous year (Euro 18.6 million); the incidence on total revenues remained constant and was approximately 34%. The Group has orders in its backlog for the entire third and fourth quarters.

Operating Costs

Operating costs for the first half of 2025 amounted to Euro 46.6 million, an increase of approximately 14% compared to June 30, 2024 (Euro 40.8 million).

The Pharmanutra Group's Gross Operating Result for the six months ended June 30, 2025 amounted to Euro 16.5 million (Euro 16.2 million in the first half of 2024), or a margin of approximately 26.6% on net revenues, due to the expected limited reduction compared to the corresponding period of the previous year determined by operating costs related to the start-up of new initiatives (approximately Euro 4 million).

Net profit for the period for the first half of 2025 amounted to Euro 9.2 million (Euro 8.9 million as of June 30, 2024).

Net Earnings per share for the first half of 2025 amounted to Euro 0.96 compared to Euro 0.93 as of June 30, 2024.

The Net Financial Position as of June 30, 2025 shows a negative balance of Euro 5.1 million compared to the positive balance of Euro 5.6 million as of December 31, 2024, after paying dividends of Euro 9.6 million, the earnout contractually provided for the acquisition of Akern (Euro 3 million) and the purchase of treasury shares for Euro 0.6 million. Investments in the first half amounted to approximately 1.4 million euros.

In light of the results obtained, there are no problems relating to going concern, liquidity risk and the recoverability of goodwill and tangible and intangible assets recorded in the financial statements as at 30 June 2025.

Business results

Consolidated revenues for the six months ended June 30, 2025 (Euro 61.9 million) increased by 10.4% compared to the six months ended June 30, 2024 (Euro 56.1 million).

Revenues by area of activity Incidence
€/1000 2025 2024 Δ Δ% 2025 2024
Finished Products domestic market 36.849 34.445 2.404 7,0% 59,6% 61,4%
Finished Products foreign markets 19.878 17.261 2.618 15,2% 32,1% 30,8%
Total Finished Products 56.727 51.705 5.022 9,7% 91,7% 92,2%
Raw mat. and semif. Products Italy 882 657 225 34,2% 1,4% 1,2%
Raw mat. and semif. Products foreign m. 597 940 -342 -36,4% 1,0% 1,7%
Total Raw Material and Semif. Products 1.480 1.597 -117 -7,3% 2,4% 2,8%
Medical instruments domestic market 3.239 2.410 829 34,4% 5,2% 4,3%
Medical instruments foreign market 432 357 74 20,7% 0,7% 0,6%
Total medical instruments 3.671 2.767 903 32,6% 5,9% 4,9%
Total revenues 61.878 56.070 5.808 10,4% 100% 100%

Revenues from the sale of finished products increased by about 10% overall, with an increase of about 7% and 15% respectively on the Italian market and on foreign markets.

Revenues from the sale of raw materials and semi-finished products show a reduction of approximately 7% compared to 30.6.24.

Revenues from the Medical Instruments line increased by 32.6% compared to 30 June 2024 as a result of the order acquisition dynamics that characterized the first half of the year.

The following table shows the revenues relating to new projects whose incidence on total revenues increases from approximately 2% at 30 June 2024 to 4% in the current period.

Revenues from new projects Incidence
€/1000 2025 2024 Δ% 2025 2024
China 1.472 704 109,1% 60,3% 64,3%
Nutrition 631 291 116,6% 25,8% 26,6%
Pharmanutra USA 262 58 355,7% 10,7% 5,3%
Pharmanutra España 77 42 81,6% 3,2% 3,9%
Total 2.441 1.095 123,0% 100% 100%

The development of the period confirms the significant growth opportunities represented by the new initiatives.

The revenues generated by the subsidiary PHN USA derive from sales made on online platforms (Amazon, Walmart and proprietary site). A further boost to this growth is expected in the second half of the year thanks to the advertising activities currently in place on Google and Meta.

The revenues of the new Cetilar® Nutrition line are beginning to show the returns on the investments made (including sponsorship of the Giro d'Italia, the Gran Fondo di Lombardia and the Strade Bianche) and the increase in medical partnerships with football, volleyball, basketball and other sports teams.

Net revenues per Business area

The following table shows the trend in revenues on foreign markets as at 30 June 2025 broken down by geographical area.

Revenues on foreign markets are represented almost exclusively by sales of products from the Sideral® line.

The changes compared to the previous period are due to the greater number of active contracts and the timing dynamics of order acquisition by distributors.

Revenues by geographical area Incidence
€/1000 2025 2024 Δ% 2025 2024
Italy 40.970 37.515 9,2% 66,2% 66,9%
Total Italy 40.970 37.515 9,2% 66,2% 66,9%
Europe 11.707 10.427 12,3% 18,9% 18,6%
Middle East 4.832 3.784 27,7% 7,8% 6,8%
South America 608 1.307 -53,5% 1,0% 2,3%
Far East 2.084 997 109,1% 3,4% 1,8%
Other 1.676 2.044 -18,0% 2,7% 3,7%
Total Foreign Markets 20.907 18.558 12,7% 33,8% 33,1%
TOTAL 61.877 56.073 10,4% 100% 100%

The increase in revenues in the Far East was due to sales made on the Chinese market for Euro 1.5 million through the e-commerce platform with a cross-border marketing structure (Euro 704 thousand as of 30.6.24).

In terms of volumes, sales of finished products as at 30 June 2025 reached 7 million units, an increase of approximately 3% compared to 6.8 million units in the first half of the previous year.

Volumes P.F. Incidence
Units/1000 2025 2024 Δ% 2025 2024
Finished Products Italy 2.528 2.373 6,5% 35,8% 34,7%
Finished Products Abroad 4.529 4.466 1,4% 64,2% 65,3%
Total 7.057 6.839 3,2% 100% 100%

The following table shows the analysis of turnover by finished product line (Trademark).

Revenues by Product Incidence
€/1000 2025 2024 Δ Δ% 2025 2024
Sideral 41.567 38.974 2.593 6,7% 67,2% 69,5%
Apportal 5.933 5.143 790 15,4% 9,6% 9,2%
Cetilar 5.483 5.483 0 0,0% 8,9% 9,8%
Ultramag 1.148 671 478 71,2% 1,9% 1,2%
Sidevit B12 1.078 0 1.078 n.s. 1,7% 0,0%
Other 1.518 1.434 84 5,8% 2,5% 2,6%
Medical instruments 3.671 2.767 903 32,6% 5,9% 4,9%
Raw Materials 1.480 1.597 -117 -7,3% 2,4% 2,8%
Total 61.878 56.070 5.808 10,4% 100% 100%

The analysis of revenues by product line as of June 30, 2025 shows further growth of Apportal®, thanks to its characteristics as an energizing tonic, and Ultramag® for sales on foreign markets. The Sideral® line shows an increase of 7%, a significant result in consideration of a rather challenging competitive context.

It is worth highlighting the excellent results 1 achieved by Sidevit® B12, the innovative sucrosomial vitamin launched in November last year, which in just six months generated revenues of Euro 1.1 million, reaching a market share of 2.1% in value. In 2024, the Italian vitamin B market generated revenues of approximately 130 million euros.

1.4 Significant events in the first half of the year

The most significant events that characterized the first half of 2025 are reported below.

In January, another important partnership was formalized thanks to which the Cetilar® Nutrition line is the Official Nutrition Partner of the Giro d'Italia 2025 and the two subsequent editions. Thanks to the international media coverage of the Giro and the large audience present along the stages of the competition, Cetilar® Nutrition will have the opportunity to strengthen its presence on the market.

During the period, the Group's international expansion continued with the start of distribution of the products of the Sideral® line (Forte and Folic) in Kuwait, the launch of Ultramag® on the Taiwan market (in addition to the products of the Sideral® and Cetilar® lines already marketed), and the launch of UltraCalD3, an exclusive formulation of vitamin D3 with Sucrosomial® Technology on the Finnish market. In addition to these, the

1 Source : Pharma Data Factory - pharmacy channel

expansion of the products marketed in the Austrian market, with the addition of Sideral®Med and Apportal® to the portfolio of products already distributed, and the start of the distribution of the products of the Sideral® line in the Moldovan market. Agreements were also formalized for the distribution of products from the Sideral line in Morocco, Peru and Bahrain.

In March, Sucrosomial® Iron, the innovative formulation designed and patented by Pharmanutra at the basis of Sideral® products, was included in the recent Guidelines of the World Health Organization entitled "Guidance on implementing patient blood management to improve global blood health status". The document, focused on the theme of improving the efficiency and improvement of patient management in order to reduce the use of blood transfusions, is the result of an extensive collaboration between international experts in multidisciplinary fields dedicated to improving outcomes, safety and quality of care for patients. It represents, therefore, also a useful practical guide to address the global problem of iron deficiency and anemia, blood loss and coagulopathies with bleeding. In particular, with reference to iron deficiency in cardiovascular diseases and diabetes, within the WHO Guidelines, Sucrosomial® Iron is the only oral iron mentioned and recognized.

At the beginning of June, Apportal® Boost was launched on the Italian market, a food supplement designed and developed to offer a rapid and effective supply when the body needs energy, strength and protection, which will be marketed, as well as through the classic channels of pharmacies and online stores, also through the Amazon store of Pharmanutra.

During the period, 12,424 treasury shares were repurchased. The program is aimed at allowing the Parent Company to seize the opportunity to make an advantageous investment, in cases where the trend in the market price of PHN shares, also due to factors external to the Company, is not able to adequately express the value of the same, and therefore to provide the Company with a useful strategic investment opportunity for any purpose permitted by current provisions. As of 30 June 2025, Pharmanutra holds 90,115 treasury shares, equal to 0.93% of the share capital.

1.5 The results of the Pharmanutra Group

The income statement as at 30 June 2025 and 2024 is shown below:

€/1000 2025 % 2024 % Δ 25/24 Δ %
REVENUES 63.096 100,0% 56.996 100,0% 6.100 10,7%
Net revenues 61.877 98,1% 56.073 98,4% 5.804 10,4%
Other income 1.219 1,9% 923 1,6% 296 32,1%
OPERATING COSTS 46.634 73,9% 40.797 71,6% 5.837 14,3%
Purchases raw mat, cons. and supplies 3.903 6,2% 2.675 4,7% 1.228 45,9%
Change in inventories (2.758) -4,4% 829 1,5% (3.587) -432,7%
Services expenses 40.079 63,5% 32.745 57,5% 7.334 22,4%
Personnel costs 4.447 7,1% 3.928 6,9% 519 13,2%
Other operating costs 963 1,5% 620 1,1% 343 55,3%
GROSS OPERATING PROFIT (EBITDA) 16.462 26,1% 16.199 28,4% 263 1,6%
Depreciation, amortization and provisions 2.034 3,2% 1.707 3,0% 327 19,2%
OPERATING PROFIT (EBIT) 14.428 22,9% 14.492 25,4% (64) -0,4%
NET FINANCIAL INCOME/(EXPENSES) (7) 0,0% (244) -0,4% 237 -97,1%
Financial income 608 1,0% 566 1,0% 42 7,4%
Financial charges (615) -1,0% (810) -1,4% 195 -24,1%
PROFIT BEFORE TAX 14.421 22,9% 14.248 25,0% 173 1,2%
Taxes (5.269) -8,4% (5.351) -9,4% 82 -1,5%
Net minority interests 33 22,9% 0 0,0% 33 0,0%
Group net result 9.185 14,6% 8.897 15,6% 288 3,2%

Against the increase in revenues of approximately 10.7%, there was an increase in operating costs compared to the first half of 2024 of 14.3% driven by by the costs incurred for the start-up of the activities of the subsidiaries, PHN USA and PHN ESPAÑA, and of the Cetilar® Nutrion line, in particular with regard to recruiting costs, administrative and commercial consultancy and marketing investments.

Excluding costs related to new projects, the EBITDA margin on net revenues at 30.6.25 would be approximately 32%.

The Pharmanutra Group, in order to allow a better assessment of the performance of operations, uses some alternative performance indicators that are not identified as accounting measures under IFRS. Therefore, the determination criterion applied by the Group may not be homogeneous with that adopted by other groups and the balance obtained may not be comparable with that determined by the latter.

These alternative performance indicators, determined in accordance with the provisions of the Guidelines on Alternative Performance Indicators issued by ESMA/2015/1415 and adopted by CONSOB with communication no.

92543 of 3 December 2015, refer only to the performance of the half-year accounting period covered by this Half-

Year Financial Report and the periods under comparison and not to the expected performance of the Group.

The alternative performance indicators used in this Financial Report are defined below:

– EBITDA: this is represented by the Gross Operating Result.

– Adjusted EBITDA: this is represented by the Gross Operating Result net of non-recurring items

– EBIT: this is represented by the Gross Operating Result net of Depreciation, amortization and write-downs.

– Net Working Capital: it is calculated as the sum of Inventories and Trade Receivables net of Payables

and all other items in the Balance Sheet classified as Other receivables or Other payables.

– Operating Working Capital: calculated as the sum of Inventories and Trade Receivables net of Trade payables.

– Net Invested Capital: this is represented by the sum of Net Working Capital, total Fixed Assets net of Provisions and other medium/long-term liabilities, excluding financial items that are included in the balance of the Net Financial Position.

– Net Financial Position (NFP): it is calculated as the sum of current and non-current payables to banks, current and non-current rights of use liabilities net of cash and cash equivalents and current and non-current financial assets.

  • Total Funds: this is represented by the sum of Shareholders' Equity and NFP.

The reclassified balance sheet data for the year ended June 30, 2025 and December 31, 2024 are shown below:

€/1000 30/06/2025 31/12/2024
TRADE RECEIVABLES 28.377 22.052
INVENTORIES 9.784 6.942
TRADE PAYABLES (19.533) (15.786)
OPERATING WORKING CAPITAL 18.628 13.208
OTHER RECEIVABLES 10.206 6.915
OTHER PAYABLES (6.408) (6.790)
NET WORKING CAPITAL 22.426 13.333
INTANGIBLE ASSETS 23.919 23.319
TANGIBLE FIXED ASSETS 24.826 25.659
FINANCIAL ASSETS 1.527 2.755
TOTAL FIXED ASSETS 50.272 51.733
PROVISIONS AND OTHER LIABILITIES AT M/L (6.364) (8.426)
NET INVESTED CAPITAL 66.334 56.640
EQUITY 61.245 62.195
NON-CURRENT FINANCIAL LIABILITIES 17.032 19.507
CURRENT FINANCIAL LIABILITIES 5.093 4.764
NON-CURRENT FINANCIAL ASSETS (1.357) (729)
CURRENT FINANCIAL ASSETS (6.601) (13.477)
CASH AND CASH EQUIVALENTS (9.078) (15.620)
NET FINANCIAL POSITION 5.089 (5.555)
TOTAL FUNDS 66.334 56.640

The change in operating working capital compared to 31 December 2024 is attributable to the higher volumes of turnover achieved in the period and the increase in inventories as a result of production planning policies. The item Other receivables includes the accounting of deferred income relating to marketing activities, the economic competence of which extends beyond 30 June 2025, and the current portion of tax receivables purchased in the previous year.

The decrease in Financial assets derives from the reclassification of the current portion of tax receivables purchased as an investment of part of the Group's liquidity.

The increase in non-current financial assets is due to the subscription of the insurance policy stipulated to cover the TFM provision granted to the Executive Directors.

Current financial assets refers to the temporary use of part of the Group's liquidity with the subscription of financial instruments as part of the individual management mandate conferred on Azimut Capital Management and of time-restricted deposits. The latter were repaid at the beginning of the year.

Details of the consolidated Net Financial Position as at 30/6/2025 and 31/12/2024 are shown below.

€/1000 30/6/25 31/12/24
Cash (39)
Bank deposits (9.039) (15.620)
Cash and cash equivalents (9.078) (15.620)
Current financial assets (6.601) (13.477)
Current financial liabilities: due to banks 90 408
Current part of non current liabilities 4.629 4.038
Current fin. liabilities for rights of use 374 318
Current financial indebtedness net of fin. assets (1.508) (8.713)
Net Current Financial Indebtedness/(Availability) (10.586) (24.333)
Non current financial assets (1.064) (437)
Deposits paid (293) (292)
Non current bank debts 15.828 18.149
Non current fin. liabilities for rights of use 1.204 1.358
Non current financial indebtedness 15.675 18.778
Net Financial Position 5.089 (5.555)

The change in current financial liabilities derives from transitory positions on current bank accounts.

For changes in non-current financial assets, please refer to the above.

For further details on changes in the Net Financial Position, please refer to the Consolidated Cash Flow Statement.

1.6 Reference markets in which the group operates

The Pharmanutra Group, specialized in the development of nutraceutical products and medical devices, is positioned among the main players in the Italian market with a growing presence also abroad.

Below is an overview of the general trend of the supplement market and an in-depth analysis of the main reference markets in Italy relating to the most relevant product lines in terms of turnover.

Supplement market 2

In the first half of 2025, the supplement market recorded an increase of +3.9% in value and 2.1% in volume.

The main channel is confirmed as that of pharmacies with a positive contribution in terms of turnover (+3.4%),

followed by e-commerce, which consolidates itself as the best-performing channel in terms of value (+8.8%).

Supplement Market - 5 Channels

Periodo Valore (Mio€) Trend Contributo alla
Crescita *
Quota Canale
MAT 2025 3.875.4 +4,6% +3,6% 77,5%
FARMACIA YTD 6/25
Ultimo mese
1.961.0
323,4
+3,4%
+4,8%
+2,7%
+3,6%
77,3%
75,4%
MAT 2025 357.2 +3,6% +0,3% 7,1%
PARAFARMACIA YTD 6/25 180,2 +3,1% +0,2% 7,1%
Ultimo mese 29,8 +3,3% +0,2% 6,9%
MAT 2025 383,9 +12,1% +0,9% 7,7%
ONLINE YTD 6/25 201,8 +8,8% +0,7% 8.0%
Ultimo mese 33.4 +10,8% +0,8% 7.8%
MAT 2025 253,7 +7,4% +0,4% 5,1%
IPER + SUPER YTD 6/25 129,9 +7,5% +0,4% 5,1%
No Corner Ultimo mese 29,2 +11,9% +0,8% 6,8%
IPER + SUPER MAT 2025 130.1 +2,1% +0,1% 2,6%
Con Corner YTD 6/25 65,1 +1,2% +0,0% 2,6%
Ultimo mese 12.9 +1,2% +0.0% 3,0%

*Contribution of the individual channel to the total market

Considering the main categories that make up the supplement market, generally positive trends in value are

observed in the first half of 2025 compared to the same period of the previous year.

In particular, the categories that recorded the most significant growth were vitamins (+10.2% in value), followed

by products for the well-being of the urinary tract (+10.0%) and those for joint well-being (+8.7%).

The Food Supplements Market – Top 20 Categories (sellout at MAT and YTD values) 3

2 Source: New Line data processing – Rolling year ending in June 2025

3 Values in millions of euros

MAT Valori (Mio€) Trend MAT YTD Valori (Mio€) Trend YTD
PROBIOTICI 583,8 +5,1% 293.1 +2,4%
SALI MINERALI 380.6 +7,8% 186.2 +9,9%
VITAMINE 278.4 +8,5% 146.8 +10,2%
TONICI 269.6 +7.6% 140,4 +7,0%
ANTIACIDI E ANTIREFLUSSO 246,2 +9,2% 127,2 +6,1%
CONTROLLO DELLA LIPIDEMIA 234,2 -1,8% 122,0 -0,3%
INSONNIA E BENESSERE MENTALE 217,5 +8,0% 112.6 +6,7%
LASSATIVI 203,5 +6,8% 100,8 +5,4%
PRODOTTI PER LA TOSSE 173,1 +2,5% 90.6 +2,8%
FUNZIONI IMMUNITARIE 164,6 -0,5% 73,3 +1,2%
MULTIVITAMINICI - MULTIMINERALI 150.4 +0,3% 78,8 +2,1%
BENESSERE ARTICOLAZIONI 145,5 +14,4% 73.2 +8,7%
VIE URINARIE 145,3 +10,9% 72,2 +10,0%
VENOTONICI 117,0 +4,2% 58,7 +2,8%
ANTICADUTA 109,5 +0,9% 48.0 -0,5%
PRODOTTI PER LA GOLA 101,5 +2,4% 47,3 -1,4%
NEUROPATIE PERIFERICHE 99,2 +9,9% 50.7 +2,0%
SALUTE DEGLI OCCHI 98,1 +2,4% 49.2 -0,1%
ALTRE FUNZIONI 90,7 +9,4% 47,1 +5,7%
MEMORIA E FUNZIONI COGNITIVE 88,7 +2,5% 46,9 +0,4%

Specifically, Sideral® Forte is the best-selling reference on the food supplement market in terms of sell-out in value, followed, in 15th position, by Apportal®, which records significant growth (+12.5% in value).

The Food Supplements Market – Top 20 Product References (sellout at MAT and YTD values)4

MAT Valori (Mio€) Trend MAT YTD Valori (Mio€) Trend YTD
SIDERAL FORTE 20CPS 42,8 +6,9% 21,8 +5,5%
ARMOLIPID PLUS 60CPR 30,7 +0,9% 16,9 +14,1%
ESOXX ONE 20BUST STICK 10ML 29,5 +7,0% 15,0 +0,2%
GRINTUSS ADULTI SCIR 180G 29,0 +8,2% 16,2 +6,3%
GRINTUSS PEDIATRIC SCIR 180G 25,3 -9,4% 12.4 -9,9%
ENTEROLACTIS PLUS 30CPS 25,3 +2,4% 12,4 +2,2%
CARNIDYN PLUS 20BUST 23,7 +0,6% 11,3 -2,9%
MARIAL 20 ORAL STICK 15ML 22,0 +3,2% 11,1 -2,2%
YOVIS FLACONCINI 10FL OS 21,8 +17,9% 11,2 +12,4%
BETOTAL ADVANCE B12 30FL 20,9 +19,9% 11,6 +20,2%
VSL3 10BUST 19,7 +10,5% 9,8 +7,5%
MAGNESIO SUPREMO 300G 17.8 +4,4% 8,8 -2,1%
NEOBIANACID 70CPR MASTICABILI 17.7 +23,4% 9,5 +14,7%
VICKS ZZZQUIL NATURA 60PAST 16,6 +7,0% 8,4 +2,2%
APPORTAL 14BUST 15,6 +13,6% 8,1 +12,5%
LACTOFLORENE PLUS 12FL 15,6 +3,7% 7,8 +1,4%
ENTERELLE PLUS 24CPS 15,4 +5,0% 7.7 -0,5%
YOVIS STICK 10BUST 15,0 +3,7% 7,3 -0,6%
BETOTAL ADVANCE B12 15FL 14,3 +0.4% 7.9 +5,2%
YOVIS CAPS 10CPS 13,4 +2,1% 6,6 -3,1%

4 Values in millions of euros

Going into detail about the Pharmacy channel, a very important fact concerns the positioning, for the past five and a half years, of Sideral® Forte as the first best-selling food supplement in Italy in terms of value, a position conquered in November 2019, and consolidated year after year. Added to this is the great result obtained by Apportal®, which reaches the 12th position.

The Food Supplements Market – Top 20 Product References, Pharmacy Channel (sellout at MAT and YTD values)5

MAT Valori (Mio€) Trend MAT YTD Valori (Mio€) Trend YTD
SIDERAL FORTE 20CPS 34,9 +8,1% 18,0 +8,7%
GRINTUSS PEDIATRIC SCIR 180G 23,9 -21,1% 11,7 -4,0%
ESOXX ONE 20BUST STICK 10ML 23,7 +15,3% 12,7 +13,7%
GRINTUSS ADULTI SCIR 180G 22,3 -1,2 % 12.7 +19,5%
CARNIDYN PLUS 20BUST 19.0 -1,6% 93 +1,1%
ARMOLIPID PLUS 60CPR 18,9 -9,0% 9.0 -9,9%
MARIAL 20 ORAL STICK 15ML 18,8 +18,6% 9,9 +16,6%
ENTEROLACTIS PLUS 30CPS 18.0 +1,8% 9,0 +5,2%
VSL3 10BUST 16,3 +1,2% 8,3 +0,6%
YOVIS FLACONCINI 10FL OS 15,1 +25,4% 8,2 +21,7%
BETOTAL ADVANCE B12 30FL 13.2 +10,0% 7.2 +12,8%
REUFLOR GOCCE 5ML 11,9 -4,8% 6.1 -8,2%
ENTERELLE PLUS 24CPS 11,8 +12,8% 6,2 +14,3%
DICOFLOR GOCCE 5ML 11,7 -4,4% 6,1 -6,1%
APPORTAL 14BUST 11,5 +5,8% 6,1 +19,9%
VICKS ZZZQUIL NATURA 60PAST 11,4 +5,1% 6,1 +9,9%
BETOTAL 40CPR 11,2 -17,6% 5.7 -11,8%
LACTOFLORENE PLUS 12FL 10.8 +0,2% 5.4 -2.1%
NEOBIANACID 45CPR MASTICABILI 10,7 +13,9% ਦੇ ਰੋ +10,4%
BETOTAL ADVANCE B12 15FL 10,7 -2,3% 5.6 +1,3%

As regards the dynamics of price trends, between January and June 2025, there was an average increase in prices

of +2.1% in pharmacies, a figure in line with what was observed in the last 12 months (+2.6%).

Specifically, the categories that see prices increase significantly in the first half of 2025 are bone and memory and cognitive function products.

5 Values in millions of Euro

PREZZI MEDI
YTD
Canali gen-giu 25 gen-giu 24 +1-%
TOTALE FARMACIA 18,99 18,59 +2,1%
PRODOTTI PER LE OSSA 18,78 17,61 +6,6%
MEMORIA E FUNZIONI COGNITIVE 24.23 23,04 +5,2%
AUMENTO DELLA RESISTENZA FISICA 5,28 5,04 +4.7%
BENESSERE DELLE ORECCHIE 21,47 20,51 +4.7%
INCREMENTO MASSA MUSCOLARE 29.66 28.46 +4.2%
ANTIACIDI E ANTIREFLUSSO 17.69 16,99 +4.1%
FUNZIONI IM MUNIT ARIE 19,08 18.37 +3.9%
TIROIDE 19,37 18,67 +3,8%
ANTINFIAMMATORI ENZIMATICI 20,06 19,37 +3,6%
ALTRO SISTEMA CARDIOVASCOLARE 25,65 24,79 +3.5%
LASSATIVI 13,66 13,22 +3.4%
ANTICEFALICI 23,26 22,52 +3.3%
DIGESTIVI 18.41 17,88 +2.9%
SALUTE DEGLI OCCHI 25,59 24,87 +2.9%
DRENANTI 21,47 20,86 +2.9%
PROBIOTIC 17,66 17,21 +2.6%
ACNE 23,07 22,48 +2,6%
UNGHIE 21,32 20,79 +2.6%
ANTIDIARROIG 15,38 15.01 +2.4%
NEUROPATIE PERIFERICHE 33.18 32.41 +2.4%

Iron Market

The Pharmanutra Group operates in the iron-based supplements market (Food Supplements and Drugs) with the Sideral® product line with a market share6 in value of 52.4% and, in volumes, of 46.7% in the first half of 2025.

Food Supplements Iron Market & % Sideral® Market Share

6 Source: IQVIA data updated to last Rework 2025

The graph below shows the growth, in terms of units, in the second half of 2025 compared to the same period in 2024, of the drug market (DRUG), of the remaining competitors in the supplements market (All Others Food Supplements) and of the Sideral® line.

The market share of the Sideral® line (expressed in value) in relation to the iron supplements market alone and the overall market is shown below.

Market Share in Food Supplements Iron Market & in Total Iron Market (Value – Quarter)

It should be noted that the Sideral® product line also has a significant market share in the entire overall market, whose growth is driven by the supplements segment to the detriment of the pharmaceutical segment. The trend of Sideral® in terms of units on the market for iron-based food supplements and on the overall iron market is shown in the following graph.

Iron Market Trend (Units – Quarter)

In the second half of 2025, the trend of Sideral® products increased compared to the same period of the previous year with the total market share rising from 22.0% to 22.7% per unit.

Sideral®' s direct competitors operating in the iron supplement segment have much smaller market shares (the second Competitor has a market share in value more than 9 times lower than Sideral®) and, on average, lower market prices.

This demonstrates how the Sideral® product line is able to obtain significant recognition on the market in terms of retail "premium price", achieved thanks to significant investments in research and development and marketing.

19

Topical Painkillers Market

As of June 30, 2025, the market for topical painkillers shows a slight decrease in value compared to June 30, 2024 (-0.6%); the Cetilar® line increased its stake both in terms of values (+4.3%) and units (+3.8%)7 .

Total Market & % Cetilar® Market Share

The following graph shows the details of the quarterly trend of the overall market and the Cetilar® line starting from the second quarter of 2024.

In particular, in the second quarter of 2025, the Cetilar® line held a market share, in terms of value, of 4.9% and, in terms of units, of 3.6%.

Total Market Trend (Units – Quarter)

7 Source: IQVIA data updated to last Rework 2025

Below are the market shares in value referred to the second quarter of 2025 of the main competitors in the market.

Competitors in Total Market (Value)

Tonic Market

The following graph shows the trend of Apportal®'s market share (expressed in value and units) in relation to the reference market8 on the total of the 5 channels (pharmacy, parapharmacy, online, super+hyper without corner and super+hyper with corner).

Total Market & % Apportal® Market Share

In the first half of 2025 (compared to the same period of the previous year), against a market growth of 6.5% in value and 4.9% in terms of units sold, Apportal® recorded an increase in value of 12.5% and 17.1% in terms of units. Going into detail of the pharmacy channel alone, Apportal®'s market share, in the period January-June 2025 compared to the previous year, went from 6.2% to 6.6% (in value) and from 4.6% to 4.9% (per unit).

Vitamin B Market

As of November 2024, Sidevit® B12 was introduced on the market of vitamin B, a new product with a high concentration of sucrosomial vitamin B12 and with folic acid (from Quatrefolic®).

8Source: New Line Market Research

In the first half of 2025, the total market for vitamin B supplements9 amounted to 2,823,246 units, a growth of 9.4% compared to the same period of the previous year.

Sidevit® B12, eight months after its launch date, has achieved a market share of 2.86%, in terms of units, and 3.40%, in value.

Below is the monthly trend of the reference market and the related market shares, in terms of value and units, of Sidevit® B12 starting from the launch date.

Food Supplements Market & % Sidevit B12® Market Share (Month)

1.7 Capital expenditures

In the first half of 2025, the Group made capital expenditures for a total of Euro 1.4 million, of which approximately Euro 1 million in intangible assets related to research projects (Euro 558 thousand), trademark and patent registration (Euro 191 thousand), and management software implementations (Euro 90 thousand).

Capital expendtures in tangible assets amounted to approximately Euro 0.5 million and refer to recurring investments in plant, IT tools and cars.

9 Source: Pharma Data Factory – Pharmacy Channel

1.8 Research and Development activities

Research costs incurred during the period amounted to approximately Euro 1 million, of which Euro 446 thousand were charged to the income statement and Euro 558 thousand were capitalized, to which must be added personnel costs for research and development activities.

During the first half of the year, 2 applications for registration of new trademarks were filed.

In the period under review, the Research and Development activity focused on the implementation of the activities of the internal laboratories, involved in supporting basic research with the development of new experimental models (e.g. cardiomycyte and synoviocyte cultures) for the study of sucrosomial iron and cetylated fatty acids. A 3D printer has been purchased that will allow both new research projects and new tools for the pharmaceutical techniques laboratory to start. In addition, in order to adapt the quality control laboratory to increasingly higher quality standards, the regulatory process that will lead to GMP certification has been started.

New formulations and prototypes are under development, such as gel products for the Cetilar Nutrition line, in particular the Pre-Workout, and products in liquid form based on sucrosomial vitamin B12 for a pediatric destination.

The development of a new finished product, Apportal Boost, has been completed, and marketing began in June.

The clinical research activity has focused on the study of the Myosave formulation in different areas (voluntary weight loss, sarcopenia) and two studies on Cetilar ORO and Cetilar Cream have been completed.

To date, the research group that carries out activities in the laboratory consists of six people. In recent months, two PhD students and two university students in master's thesis have also carried out research activities alongside the researchers, confirming the fruitful collaboration with various universities.

1.9 Pharmanutra on the Stock Exchange

The shares of Pharmanutra S.p.A. were listed on the AIM Italia (Alternative Capital Market) from 18 July 2017 to 14 December 2020. Since 15 December 2020, the shares of Pharmanutra S.p.A. have been listed on the Mercato Telematico Azionario (MTA) of the Italian Stock Exchange, STAR segment.

ISIN IT0005274094
Alphanumeric code PHN
Bloomberg Code PHN IM
Reuters Code PHNU.MI
Specialist Intermonte
N° ordinary shares 9.680.977
Admission price * 10,00
Price as of 30.6.2025 47,20
Capitalization at the date of admission 96.809.770
Capitalization as of 30.6.2025 456.942.114

*= value on the date of admission to AIM

The Company's share capital is represented by 9,680,977 ordinary shares, with no par value, which confer the same number of voting rights.

The following table illustrates, according to the results of the shareholders' register as well as on the basis of the other information available to Pharmanutra S.p.A., the shareholders who hold a significant shareholding in the share capital as of 30 June 2025.

Declarant or subject at the top of the
controlling chain
Direct shareholder Number of shares % on S.C.
with
voting
rights
Andrea Lacorte ALH S.r.l. 3.038.334 1 ) 31,38%
Roberto Lacorte RLH S.r.l. 2.228.833 2 ) 23,02%
Roberto Lacorte 14.000 0,14%
2.242.833 23,17%
Carlo Volpi Beda S.r.l. 1.020.496 10,54%
Market 3.289.159 33,98%
Pharmanutra S.p.A. 90.155 0,93%
Totale 9.680.977 100,0%

1) Including 953.334 PHN ordinary shares through the trust company COFIRCONT Compagnia Fiduciaria S.r.l. under a specific fiduciary mandate.

2) Including 953.334 PHN ordinary shares through the trust company COFIRCONT Compagnia Fiduciaria S.r.l. under a specific fiduciary mandate.

Andrea Lacorte is the sole shaholder and the sole director of ALH S.r.l., Roberto Lacorte is the sole shareholder and the sole director of RLH S.r.l. and Carlo Volpi is the sole shareholder and the sole director of Beda S.r.l.

During the first half of 2025, the Company's shares recorded an average price of Euro 51.41 (Euro 54.13 in 2024), a maximum price of Euro 58.80 (as of March 7, 2025) and a minimum price of Euro 45.50 (as of June 25, 2025). In the same period, the average daily trading volumes amounted to approximately 8,403 shares (5,835 volumes recorded on average in 2024).

From the beginning of the year to 30 June 2025, the market value of the Company's shares decreased by 13.2%, underperforming both the FTSE Italia Mid Cap index (+13.6%) and the FTSE Italia STAR (+4.3%). The chart below shows the prices and traded volumes of the Company's shares and the performance of the FTSE Italia Mid Cap and FTSE Italia STAR indices during the first half of 2025, respectively.

The chart below shows the performance and volumes traded of the Company's shares from the start of trading on the AIM Italia segment (18 July 2017) until 30 June 2025, compared with the performance of the FTSE Italia

STAR and FTSE Italia Mid Cap indices in the same period. Over this time horizon, PharmaNutra shares recorded an increase of 237% compared to +37% for the FTSE Italia STAR index and +36% for the FTSE Mid Cap index.

ANALYST COVERAGE INTERMONTE
Start of coverage 03/06/2021
Update 13/05/2025
Target price 84,0

1.10 Transactions with related parties

All transactions with related parties are carried out at market conditions, are part of the Group's ordinary management and are carried out as they respond exclusively to the Group's interest.

Pursuant to Consob Resolution no. 17221 of 12 March 2010, it is acknowledged that during the first half of 2025 the Group did not conclude transactions with related parties of greater significance or that had a material impact on the Group's financial position or result for the year.

Transactions with related parties can be traced back to the following cases:

• Transactions carried out by Pharmanutra with its subsidiaries and transactions between subsidiaries:

they concern the sale of goods and services that are part of the ordinary management of the Group. Costs and revenues, receivables and related payables have been eliminated in the preparation of the consolidated financial statements.

• Transactions carried out with related parties other than Group companies:

they are mainly represented by commercial relationships concerning the rental of properties, consultancy relationships in advertising matters and the provision of services on the occasion of sponsored events.

In general, transactions with Related Parties are governed by the RPT Procedure that Pharmanutra has adopted from time to time, aimed at ensuring effective fairness and transparency, both substantive and procedural, on the subject and to encourage – where necessary – full co-responsibility of the Board of Directors in the related decisions.

For details of the amounts relating to transactions with related parties, please refer to Note 13 of the condensed half-year consolidated financial statements.

1.11 Treasury shares and shares held by subsidiaries

The Ordinary Shareholders' Meeting of Pharmanutra held on 18 April 2025, subject to revocation of the previous resolution, authorised the purchase and disposal of treasury ordinary shares pursuant to art. 2357 and 2357-ter of the Civil Code, as well as art. 132 of Legislative Decree 58/1998, for a period of 18 months and a maximum amount of Euro 3 million, in order to allow the company to seize the opportunity to make an advantageous investment, in cases where the trend in the market price of Pharmanutra shares, also due to factors external to the Company, is not able to adequately express the value of the same. As of December 31, 2024, the Company held 77,731 treasury shares; during the first half of 2025, the Company purchased a total of 12,424 treasury shares at a weighted average price of Euro 48.77 each, net of commissions, for a total outlay of Euro 606 thousand. As of June 30, 2025, the company holds a total of 90,155 treasury shares for a total amount of Euro 5,183 thousand.

This amount is recorded as a reduction in the company's shareholders' equity in a special unavailable reserve. The purchases were made in accordance with current legislation, in particular the provisions of Article 132 of Legislative Decree No. 58 of 24 February 1998 and Article 144-bis of the Regulation approved by Consob Resolution No. 11971 of 14 May 1999 and subsequent amendments and additions, in accordance with the

operating procedures established by the Regulations of the markets organised and managed by Borsa Italiana S.p.A.

Pharmanutra's subsidiaries do not hold shares in the parent company.

1.12 Financial Risk Management Objectives and Policies

The treasury management policy adopted by the Group provides for the periodic monitoring of the financial situation (trend in cash inflows and outflows and balances relating to the main financial items, including current accounts) in order to have a complete picture of the Group's cash and cash equivalents.

As part of its financial policy decisions, the Group assesses separately the need for working capital, which responds to a short-term time horizon, from investment needs, which meet medium-long term needs.

As part of short-term operations, the Group, thanks also to the management of working capital, generates sufficient cash to meet its financial needs while, as part of the medium-long term financial management policies, investments are expected to be adequately covered by medium-long term loans.

1.13 Significant events occurring after the end of the period

No significant events occurred after the end of the period.

1.14 Outlook

The solid organic growth that characterized the first half of the year, in a highly challenging context, is expected to continue in the second half of the year, allowing the achievement of the company's objectives for the current year.

In the second half of the year, a substantial increase in revenues is expected on the American market, which is set to increase further in 2026, and on the Chinese market. It is believed that the application of customs duties recently agreed between the European Union and the United States does not significantly impact the development of sales in the American market.

As a result of the investments underway for the development of new projects, the margin on revenues will remain in line with that of the first half of the year.

The current international tensions and the unpredictable developments of the scenarios related to the current geopolitical situation generate generalized macroeconomic uncertainty that could affect the achievement of corporate objectives.

In this general framework, the PharmaNutra Group will work while maintaining a constant focus on the efficient management of its economic and financial structure to respond flexibly and immediately to the uncertainties of 2025, strengthened by a portfolio of unique products and clear and effective development strategies to continue a solid growth path.

Pisa, 8 September 2025

For the Board of Directors

The President

(Andrea Lacorte)

CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL

STATEMENTS AS AT 30 JUNE 2025 PHARMANUTRA

GROUP

FINANCIAL STATEMENTS

Consolidated Balance Sheet

€/1000 NOTE 30/06/2025 31/12/2024
NON CURRENT ASSETS 51.628 52.462
Buildings, plant and equipment 8.1.1 24.826 25.659
Intangible assets 8.1.2 23.919 23.319
Investments 8.1.3 4 4
Non current financial assets 8.1.4 293 292
Other non current assets 8.1.5 1.287 1.787
Deferred tax assets 8.1.6 1.299 1.401
CURRENT ASSETS 64.047 65.006
Inventories 8.2.1 9.784 6.942
Cash and cash equivalents 8.2.2 9.078 15.620
Current financial assets 8.2.3 6.602 13.477
Trade receivables 8.2.4 28.377 22.052
Other current assets 8.2.5 9.510 6.370
Tax receivables 8.2.6 696 545
TOTAL ASSETS 115.675 117.468
NET EQUITY 8.3.1 61.245 62.195
Share Capital 1.123 1.123
Treasury shares (5.168) (4.564)
Other Reserves 56.166 48.966
IAS Reserves (61) 29
Result of the period 9.185 16.608
Group Equity 61.245 62.162
Third parties equity - 33
NON CURRENT LIABILITIES 23.396 27.933
Non current financial liabilities 8.4.1 17.032 19.507
Provision for non current risks and charges 8.4.2 1.496 4.363
Provision for employees and directors benefit 8.4.3 4.868 4.063
CURRENT LIABILITIES 31.034 27.340
Current financial liabilities 8.5.1 5.093 4.764
Trade payables 8.5.2 19.568 15.795
Other current liabilities 8.5.3 3.809 4.221
Tax payables 8.5.4 2.564 2.560
TOTAL LIABILITIES 54.430 55.273
TOTAL LIABILITIES & EQUITY 115.675 117.468

Pursuant to CONSOB Resolution no. 15519 of July 27, 2006, the effects of transactions with related parties on the consolidated statement of financial position are shown in the specific consolidated statement of financial position reported in Note 13.

Consolidated income statement

€/1000 NOTE 2025 2024
TOTAL REVENUES 63.096 56.996
Net revenues 8.6.1 61.877 56.073
Other revenues 8.6.2 1.219 923
OPERATING EXPENSES 46.634 40.797
Purchases of raw material, cons. and supplies 8.7.1 3.903 2.675
Change in inventories 8.7.2 (2.758) 829
Expense for services 8.7.3 40.079 32.745
Employee expenses 8.7.4 4.447 3.928
Other operating expenses 8.7.5 963 620
EBITDA 16.462 16.199
Amortization, depreciation and write offs 8.8 2.034 1.707
EBIT 14.428 14.492
FINANCIAL INCOME/(EXPENSES) BALANCE (7) (244)
Financial income 8.9.1 608 566
Financial expenses 8.9.2 (615) (810)
PRE TAX RESULT 14.421 14.248
Income taxes 8.10 (5.269) (5.351)
Profit/(loss) of the period 9.152 8.897
Third parties result (33)
GROUP'S PROFIT/(LOSS) OF THE PERIOD 9.185 8.897
Earning per share (Euro) 8.11 0,96 0,93

Pursuant to CONSOB Resolution no. 15519 of July 27, 2006, the effects of transactions with related parties on the consolidated statement of financial position are shown in the specific consolidated statement of financial position reported in Note 13.

Statement of comprehensive income

€/1000 2025 2024
PROFIT/(LOSS) OF THE PERIOD 9.185 8.897
Gains (losses) from IAS adoption which will reversed to P&L
Gains (losses) from IAS adoption which will not be reversed to P&L (90) 2
Comprehensive profit/(loss) of the period 9.095 8.899
Off which:
Compr. profit/(loss) attributable to minorities (33) -
Net Comp.Profit/(loss) of the group 9.128 8.899

Pursuant to CONSOB Resolution no. 15519 of July 27, 2006, the effects of transactions with related parties in the

Consolidated Income Statement are shown in the appropriate Consolidated Income Statement in Note 13.

Statement of changes in consolidated shareholders' equity

€/1000 S. C. Treas. Sh. Other res. IAS Res. Res. of the
period
Group
equity
Third Part.
Cap. and Res.
Third part.
res. of the
period
Minority
interest
Equity
Balance as at 1/1 1.123 (4.564) 48.966 29 16.608 62.162 90 (57) 33 62.195
Other changes (604) (90) (694) - (694)
Dividends paid (9.591) (9.591) - (9.591)
Allocation of result 16.609 (16.608) 1 (57) 57 - 1
Result of the period 9.185 9.185 (33) (33) 9.152
Exchange differences - 182 182 - 182
Balance as at 30/6 1.123 (5.168) 56.166 (61) 9.185 61.245 33 (33) - 61.245
€/1000 S. C. Treas. Sh. Other res. IAS res. Res. of the
per.
Group equity Minority
interest
Equity
Balance as at 1/1/n-1 1.123 (4.013) 44.343 122 12.834 54.409 - 54.409
Other changes (328) - 2 (326) - (326)
Dividends paid (8.173) (8.173) - (8.173)
Allocation of the result 12.834 (12.834) - - -
Result of the period 8.897 8.897 - 8.897
Balance as at 30/6/n-1 1.123 (4.341) 49.004 124 8.897 54.807 - 54.807

Consolidated cash flow statement

€/1000 - INDIRECT METHOD 2025 2024
Net result before minority interests 9.185 8.897
NON MONETARY COST/REVENUES
Depreciation and write offs 2.034 1.718
Allowance to provisions for employee and director benefits 565 472
Third parties result (33)
CHANGES IN OPERATING ASSETS AND LIABILITIES
Change in provision for non current risk and charges (3.047) (139)
Change in provision for employee and director benefit 240 250
Change in inventories (2.842) 593
Change in trade receivables (6.527) (4.757)
Change in other current assets (3.140) (800)
Change in tax receivables (151) 504
Change in other current liabilities (403) (232)
Change in trade payables 3.773 1.734
Change in tax payables 4 (394)
CASH FLOW FROM OPERATIONS (342) 7.846
Investments in intangible, property, plant and equipment (1.443) (1.560)
Disposal of intangibles, property, plant and equipment 14 294
Net investments in financial assets 0 (138)
Change in other assets 500 1.258
Change in deferred tax assets 102 192
CASH FLOW FROM INVESTMENTS (827) 46
Other increase/(decrease) in equity 92 2
Treasury shares purchases (604) (328)
Dividends distribution (9.591) (8.173)
Financial assets increase (3) (1.008)
Financial assets decrease 6.878 932
Financial liabilities increase 1.302 12
Financial liabilities decrease (3.349) (2.338)
Financial ROU liabilities increase 113 52
Financial ROU liabilities decrease (211) (433)
CASH FLOW FROM FINANCING (5.373) (11.282)
TOTAL CHANGE IN CASH AND CASH EQUIVALENTS (6.542) (3.390)
Cash and cash equivalents at the beginning of the period 15.620 18.925
Cash and cash equivalents at the end of the period 9.078 15.535
CHANGE IN CASH AND CASHH EQUIVALENTS (6.542) (3.390)

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF THE PHARMANUTRA GROUP

1. STRUCTURE AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS

These Condensed Half-Year Consolidated Financial Statements as at 30 June 2025 have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union. "IFRS" also refers to the International Accounting Standards ("IAS") still in force, as well as all the interpretative documents issued by the Interpretation Committee, formerly called the International Financial Reporting Interpretations Committee ("IFRIC") and before that the Standing Interpretations Committee ("SIC"). In the preparation of these Condensed Half-Year Financial Statements, prepared in accordance with IAS 34 – Interim Financial Statements, the same accounting principles adopted in the preparation of the Consolidated Financial Statements as at 31 December 2024 are applied, except for the new standards and interpretations in force as of 1 January 2025. The new standards that have led to a change in the group's accounting policies since the current half-year are described in paragraph 5.1.

It should be noted that the condensed half-year consolidated financial statements do not include all the information and notes required in the annual financial statements and, as such, must be read together with the consolidated financial statements as at 31 December 2024.

It should also be noted that the information contained in these condensed half-year financial statements is not comparable to that of a full financial statement prepared pursuant to IAS 1, with particular reference to the lower information provided regarding financial assets and liabilities.

With regard to the performance of the first half of 2025, please refer to the Directors' Report on Operations.

The data in the Income Statement are provided with regard to the reference half-year and are compared with the data relating to the same period of the previous year.

The data in the Balance Sheet, relating to the end date of the half-year, are compared with the closing data of the last financial year.

36

Therefore, the comments on the items in the Income Statement are made with the comparison to the same period of the previous year (30 June 2024), while as regards the balance sheet amounts it is made with respect to the previous year (31 December 2024).

The reference date of the condensed half-year consolidated financial statements coincides with the closing date of the first half of 2025 of the Parent Company and its subsidiaries.

The following classifications were used:

  • Balance Sheet based on current/non-current items;
  • Income Statement by nature;
  • Cash Flow Statement indirect method.

These classifications are considered to provide information that is better suited to representing the company's assets, income statement and financial position.

The functional currency of the Parent Company and for the presentation of the consolidated financial statements is the Euro. The schedules and tables contained in these explanatory notes are presented in thousands of Euro unless otherwise stated.

These consolidated financial statements have been prepared using the following valuation principles and criteria.

2. SCOPE OF CONSOLIDATION

Pharmanutra S.p.A. (hereinafter also "Pharmanutra" or the "Parent Company") is a company with registered office in Italy, at Via Campodavela 1, Pisa that holds controlling interests in all the companies (the "Group" or also the "Pharmanutra Group") shown in the following table:

Subsidiaries are the companies in which Pharmanutra has the power to determine administrative and management choices; generally, it is the existence of control when the Group holds more than half of the voting rights, or exercises a dominant influence on the corporate and operational decisions of the same.

Associated companies are those in which Pharmanutra exercises considerable influence even though it does not control it; it generally occurs when between 20% and 49% of the voting rights are held.

The companies included in the scope of consolidation, unchanged from 31 December 2024, are as follows:

COMPANY REGISTERED OFFICE SHARE CAPITAL Direct Indirect TOTAL
ownership ownership
Pharmanutra S.p.A. Pisa, Via Campodavela 1 1.123.097,70 € HOLDING
Akern S.r.l. Pisa, Via Campodavela 1 250.000,00 € 100% 0% 100%
Pharmanutra España S.L.U. Barcellona, Gran Via de les
50.000,00 €
100% 0% 100%
Corts Catalanes 630
Pharmanutra USA Corp. 251, Little Falls Drive ,
Wilmington, county of \$300.000,00 100% 0% 100%
New Castle, Delaware
Athletica Cetilar S.r.l Pisa, Via delle Lenze 216/B 100.000 € 70% 0% 70%

3. CONSOLIDATION CRITERIA AND TECHNIQUES

Consolidation is performed using the global integration method, which consists of incorporating all the assets and liabilities in their entirety. The main consolidation criteria adopted for the application of this method are as follows:

  • subsidiaries are consolidated from the date on which control is effectively transferred to the Group and cease to be consolidated on the date on which control is transferred outside the Group;
  • if necessary, adjustments are made to the financial statements of the subsidiaries to align the accounting policies used with those adopted by the Group;
  • the assets and liabilities, expenses and income of companies consolidated using the global integration method are fully included in the consolidated financial statements;
  • The book value of equity investments is eliminated against the corresponding fraction of the equity of the investee companies, attributing to the individual items of assets and liabilities their fair value at the date

of acquisition of control. Any residual difference, if positive, is recorded under the asset item "Goodwill"; if negative, to the income statement.

• The balances of receivables and payables, as well as the economic effects of intra-group economic transactions and dividends approved by the consolidated companies have been eliminated in full. The consolidated financial statements do not show any gains or losses not yet realised by the Group as a whole as a result of intercompany transactions. The shares of shareholders' equity and the results for the period of minority shareholders are shown separately in the consolidated shareholders' equity and income statement.

4. ACCOUNTING PRINCIPLES AND VALUATION CRITERIA

In the preparation of the condensed half-year consolidated financial statements as at 30 June 2025, the same accounting principles adopted in the preparation of the consolidated financial statements as at 31 December 2024 were applied, to which reference is made, with the exception of what is reported in the paragraph "Accounting standards, amendments and interpretations applicable/applied from 1 January 2025".

The condensed half-year consolidated financial statements have also been prepared in accordance with the measures adopted by CONSOB regarding financial statements, pursuant to art. 9 of Legislative Decree 38/2005 and other CONSOB rules and provisions on financial statements.

The financial statements are prepared on a going concern basis and on the basis of the historical cost principle, with the exception of the valuation of certain financial instruments, for which the "fair value" criterion is applied.

The preparation of the condensed half-year Consolidated Financial Statements and the related explanatory notes in application of IFRS requires the Directors to make estimates and assumptions that affect the values of revenues, costs, assets and liabilities in the half-year report and the disclosure of contingent assets and liabilities as of June 30, 2025.

If in the future such estimates and assumptions, which are based on the best assessment by the Directors, differ from the actual circumstances, they will be adjusted appropriately during the period when the circumstances change. Estimates and assumptions are reviewed periodically and the effects of any change are immediately reflected in the Income Statement or in Equity.

It should also be noted that certain valuation processes, in particular the most complex ones, such as the determination of any impairment losses on non-current assets, are generally carried out in full only at the time of preparation of the annual financial statements, when all the information that may be necessary is available, except in cases where there are impairment indicators that require an immediate assessment of any impairment losses. With reference to the impairment test carried out when preparing the consolidated financial statements as at 31 December 2024, it should be noted that the checks carried out had not led to any impairment. Based on the outcome of the above test, and the group's performance during the first half of 2025, the directors believe that there are no elements that could lead to critical issues regarding the recoverability of the goodwill values recorded in the financial statements.

Deferred tax assets have been calculated, taking into account the cumulative amount of all temporary differences, on the basis of the expected rates in force at the time the temporary differences are reversed. Deferred tax assets have been recognised because there is reasonable certainty that taxable income will not be less than the amount of the differences to be cancelled in the years in which the deductible temporary differences against which the deferred tax assets have been recognised will be reversed.

The publication of this half-year financial report as at 30 June 2025, subject to a limited audit by BDO Italia S.p.A., was authorised by resolution of the Board of Directors on 8 September 2025.

5. IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED OR APPLICABLE/APPLIED FROM 1.1.2025

5.1.1 Endorsed accounting standards and interpretations in force as of 1 January 2025

• Amendment to IAS 21 entitled "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability";

The above amendment has no impact either on the financial statements or on the disclosure.

5.1.2 International accounting standards and/or interpretations issued but not yet in force and/or not endorsed

The following amendments have not yet been adopted:

  • Amendments to IFRS 9 and IFRS 7 Amendments to the classification and recognition of financial instruments (published on 28 May 2025)
  • IFRS 18, Presentation and disclosure of financial statements; IFRS 18 Presentation and Disclosure of Financial Statements replaces IAS 1, Presentation of Financial Statements, and is mandatory for annual periods beginning on or after 1 January 2027.
  • IFRS 19, Subsidiaries without Public Accountability: Disclosure. The objective of IFRS 19 is to specify the disclosure requirements that an entity may apply in lieu of disclosure requirements in other IFRS GAAPs (published May 9, 2024).

None of these Principles and Interpretations has been adopted by the group in advance. The Group is currently assessing the impact of these Standards and Interpretations and based on the current state of the analyses, no significant impacts are expected.

6. RISK MANAGEMENT AND UNCERTAINTIES

The main risks identified, monitored and actively managed by the Pharmanutra Group are as follows:

6.1 EXTERNAL RISKS

6.1.1 Risks associated with production entrusted to third-party suppliers

The Group is exposed to the risk that the production activity entrusted to third-party suppliers is not carried out appropriately according to the quality standards required by the Group, leading to delays in the supply of products or even the need to replace the third party in charge. In addition, the production plants of third-party suppliers are subject to operational risks such as, for example, interruptions or delays in production due to the malfunction or non-functioning of machinery, malfunctions, breakdowns, delays in the supply of raw materials, natural disasters, or revocation of permits and authorizations or even regulatory or environmental interventions. Any occurrence of these circumstances could have negative effects on the Group's business.

6.1.2 Risks relating to the regulatory framework and the situation of the countries in which the Group operates

As a result of its international presence, the Group is exposed to numerous risk factors, particularly in developing countries where the regulatory framework is not permanently defined and clear; this could force the Group to change its business practices, lead to an increase in costs or expose it to unforeseen civil and criminal liability.

In addition, the Group cannot be certain that its products can be successfully marketed in these developing markets in view of the less stable economic, political or social conditions than in Western European countries and which determine the possibility of having to face a series of political, social, economic and market risks.

With reference to the geopolitical situation of the conflict between Russia and Ukraine, following the sanctions issued by the European Union against Russia, the Group has decided not to suspend supplies to the Russian distributor to protect the investments made in previous years. Part of the margin obtained from sales on the Russian market is donated to local non-profit organizations in support of Ukrainian families. It is not believed that the possible adoption of even more incisive sanctions could lead to a reduction in the revenues expected for the year. As for Ukraine, a marginal market, to date there are no open positions and no commercial operations.

As regards the conflict in the Middle East, it is believed that it does not have significant effects since the Group does not operate in the Palestinian territory.

6.1.3 Risks related to the high degree of competitiveness of the reference market

In consideration of the fact that the market segments in which the Group is active are characterised by a high level of competition in terms of quality, price and brand awareness, and by the presence of a large number of operators, any difficulty of the Group in facing competition could negatively affect the market position with consequent negative effects on the Group's business.

The non-replicable technology protected by patents, which distinguishes the Group's production activity, is considered an important competitive advantage over the competition which, together with proprietary raw materials, the strategy of protection of intellectual property rights (trademarks and patents) and continuous investments in research and development, allows for products with characteristics that cannot be replicated by competitors.

6.2 MARKET RISKS

6.2.1 Risks related to dependency on some key products

The Group's ability to generate operating earnings and cash flows depends to a large extent on maintaining the profitability of certain key products; among these, the most significant are those based on Sucrosomial® Iron,

consisting of the products of the Sideral line, which represent approximately 67% of the Group's revenues as at 30 June 2025. A contraction in sales of these key products could have a negative effect on the Group's business and prospects.

6.2.2 Risks associated with the iron-related therapeutics market in which the Group operates

The risks to which the Group is exposed are linked to: any changes in the regulations governing the methods of iron intake, the identification of new therapeutic protocols relating to them (for which the Group is not able to predict times and methods) and/or the need to reduce the selling prices of the products. Currently, the Group's iron-based products are all classified as food supplements with the exception of one product classified as Food for Special Medical Purposes (AFMS). In the case of iron, as well as many other nutrients, the amount of daily intake is regulated, beyond which the product cannot be marketed as a supplement because it would fall into the pharmaceutical category.

A possible regulatory change could have an impact more than anything else on the maximum (or minimum) level of intake which would therefore lead to a simple formulation adjustment.

6.3 FINANCIAL RISKS

6.3.1 Credit risk

Credit risk represents exposure to potential losses arising from the non-fulfilment of obligations assumed by both commercial and financial counterparties.

The Group's credit risk is essentially attributable to the amount of trade receivables for sales of finished products and, to a very limited extent, raw materials.

The Group does not have a significant concentration of credit risk and is subject to moderate credit risks.

6.3.2 Liquidity risk

Liquidity risk relates to the Group's ability to meet its commitments arising from financial liabilities undertaken.

To cover the investment relating to the construction of the new headquarters, the Parent Company obtained a medium/long-term loan for the amount of Euro 12 million, secured by a mortgage and secured by an annual

financial covenant that has been respected as of 31.12.2024. The loan provides for a variable interest rate calculated by applying a spread of 1.45% on the three-month Euribor.

During the period, the Group met its operating financial needs through the use of its own resources without recourse to new credit lines from the banking system. Despite having available short-term bank credit lines, aimed at managing the requirements related to increases in working capital, the management did not deem it necessary to use these instruments during the year thanks to the generation of liquidity from current operations.

In any case, the liquidity risk originating from normal operations is kept at a low level through the management of an adequate level of cash and the control of the availability of funds obtainable through credit lines.

Trade payables and other liabilities all mature within 12 months.

6.3.3 Interest rate risk

The Group's companies have variable-rate loan agreements in place and are thus exposed to the risk of changes in interest rates, which is considered low. Current and non-current variable rate debt as a percentage of total medium/long-term borrowings was respectively 87% as at 30 June 2025 and 86% as at 31 December 2024.

The Group does not currently adopt policies to hedge the risk of interest rate fluctuations. Simulations were carried out in order to assess the opportunity to adopt policies to hedge the risk of fluctuations in interest rates. The cost of these hedges was higher than the higher interest that could derive from the expected trend in rates.

The Group is also exposed to the risk of changes in interest rates on the financial assets held in the portfolio; this risk is to be considered low in view of the characteristics of the investment portfolio.

Financial assets and liabilities measured at fair value

In accordance with the requirements of IFRS 13 – Fair Value Measurement, the following information is provided.

The fair value of trade assets and liabilities and other financial receivables and payables approximates the nominal value recorded in the financial statements.

The fair value of receivables and payables to banks and related companies does not differ from the values recorded in the financial statements, as the credit spread has been kept constant.

44

In relation to financial instruments recognised in the Statement of Financial Position at fair value, IFRS 7 requires

that these amounts be classified on the basis of a hierarchy of levels that reflects the significance of the inputs used in the determination of fair value. The following levels are distinguished:

Level 1 – quotations recorded on an active market, for assets or liabilities subject to valuation;

Level 2 – inputs other than the quoted prices, referred to in the previous point, that are observable directly (prices) or indirectly (derived from prices) on the market;

Level 3 – inputs that are not based on observable market data.

With reference to the values at 30 June 2025 and 31 December 2024, the following table shows the fair value hierarchy for the Group's assets that are measured at fair value:

€/1000 30/06/2025 31/12/2024
Level Level
1 2 3 Total 1 2 3 Total
Current financial assets:
Bonds 5.105 18 5.123 4.870 173 5.043
Investment Funds 579 579 434 434
Time deposits 900 900 8.000 8.000
Total 5.684 - 918 6.602 5.304 - 8.173 13.477

For bonds falling under level 3, the valuation model applied is that of the nominal value since the underlying of the issue is a securitization of reinsured trade receivables.

6.3.4 Risk of changes in cash flows

The Group has historically shown a substantial and constant increase compared to the previous year in cash flows generated by operations.

There is no particular need for access to bank credit except for investment activities, given the appreciation of banking institutions to extend, when necessary, the credit lines in place with Group companies.

As reported, for Group companies, the risk associated with the decrease in cash flows is considered limited.

6.3.5 Risks related to exchange rate fluctuations

The risk associated with exchange rate fluctuations is limited since all transactions with foreign countries are carried out in euros with the exception of transactions with the subsidiary Pharmanutra USA which are hedged by forward contracts.

6.3.6 Litigation risks

The Parent Company is part of single-brand agency and procurement agreements for the promotion of its products. The activity carried out by the agents for the Group also plays an important role in providing scientific information to the medical class. Over the years, there have been some cases in which agents and/or procurers have initiated disputes aimed at ascertaining the existence of an employment relationship and the related request for compensation, all of which have been resolved by settlement. Specific provisions have been set aside to cover the estimated liabilities to cover the risks identified.

There are interpretative uncertainties regarding the qualification for direct tax purposes of the compensation received by the Company in 2019 and 2024 from the pre-existing shareholders on the basis of the declarations and guarantees made by them in the admission document section one, chapter 16, paragraph 16.1; the risk cannot be excluded that, if the position taken by Pharmanutra is not considered correct by the Revenue Agency, the latter may ascertain the existence of taxes to be paid in relation to the amount of the compensation plus penalties and interest.

7. SEGMENT DISCLOSURES

The Group has identified the operating segments on the basis of the three business lines that represent the organisational components according to which the business is managed and monitored, namely, as required by IFRS 8, "... a component whose operating results are reviewed periodically at the highest operational decision-making level of the entity for the purpose of making decisions on the resources to be allocated to the sector and evaluating the results".

The segments identified are Italy, Foreign and Akern, which represent the Group's business model.

INCOME STATEMENT (€/000) 30/06/2025 Italy Foreign AKERN 30/06/2024 Italy Foreign AKERN
A) REVENUES 63.096 38.730 20.673 3.693 56.996 35.783 18.438 2.775
Net revenues 61.877 37.839 20.368 3.670 56.073 35.103 18.204 2.766
Other revenues 1.219 891 305 23 923 680 234 9
B) OPERATING COSTS (46.634) (29.258) (15.300) (2.076) (40.797) (25.846) (13.153) (1.798)
Costs for services, goods and
operating costs
(37.326) (23.591) (12.521) (1.214) (33.259) (21.551) (10.760) (948)
Personnel costs and corporate
bodies
(9.308) (5.667) (2.779) (862) (7.538) (4.295) (2.393) (850)
(A-B) GROSS OPERATING RESULT 16.462 9.472 5.373 1.617 16.199 9.937 5.285 977
Gross Op. Profit (% of net revenues) 26,6% 25,0% 26,4% 44,1% 28,9% 28,3% 29,0% 35,3%
C) Depreciation, amortization and
write-downs
(2.034) (1.707)
(A-B-C) OPERATING RESULT 14.428 14.492
D) FINANCIAL REVENUES (COSTS) (7) (244)
Financial income 608 566
Financial charges (615) (810)
PROFIT BEFORE TAXES (A-B-C+D) 14.421 14.248
Taxes (5.269) (5.351)
Profit/(loss) for the year 9.152 8.897
Net minority interests (33)
Group profit/(loss) for the year 9.185 8.897

The performance of the Italian and Foreign business lines in the first half of 2025 compared to the previous year reflects what has already been reported previously regarding the Group's performance.

As already mentioned above, the gross operating result was influenced by the costs incurred for the start-up of new initiatives (approximately Euro 4 million) and by the higher costs relating to marketing activities in support of the Group's brands. As a result of the above, the gross operating result is in line with that of the same period of the previous year for both the Italian and foreign business lines.

The increase in revenues and margins of the Akern business line is mainly determined by the dynamics of order acquisition.

8. COMMENTS ON THE MAIN ITEMS

8.1 Non-current assets

8.1.1. Property, plant and equipment

Net Book Value Opening
balance
Increases Decreases Depreciation Other
movements
Closing
balance
Land and buildings 18.368 69 -524 17.913
Plant and machinery 2.114 93 -158 2.049
Equipments 196 29 -23 202
Furnitures and office
machines
1.189 126 0 -147 -2 1.166
Vehicles 786 58 -15 -176 653
Rights of use 2.843 92 -255 2.680
Assets under construction 163 163
TOTAL 25.659 467 -15 -1.283 -2 24.826
Historical cost Opening
balance
Increases Decreases Other
movements
Closing balance
Land and buildings 20.651 69 0 20.720
Plant and machinery 2.846 93 0 2.939
Equipment 314 29 0 343
Furnitures and office machines 2.600 126 0 -3 2.723
Vehicles 1.848 58 -64 0 1.842
Other tangible assets 9 0 9
Rights of use 3.554 92 0 3.646
Assets under construction 163 0 163
TOTAL 31.985 467 -64 -3 32.385
Accumulated depreciation Opening
balance
Depreciation Decreases Other
movements
Closing
balance
Land and buildings 2.283 524 0 2.807
Plant and machinery 732 158 0 890
Equipments 118 23 0 141
Furnitures and office machines 1.411 147 -1 1.557
Vehicles 1.062 176 -49 0 1.189
Other tangible assets 9 0 9
Rights of use 711 255 0 966
TOTAL 6.326 1.283 -49 -1 7.559

The amount of increases during the period mainly refers to recurring investments in IT equipment, cars supplied to management and improvements to assets.

8.1.2 Intangible assets

The table for each item shows historical costs net of previous depreciation, movements during the period and closing balances for each item.

Opening
balance
Increases Decreases Amortization Other
movements
Closing
balance
R&D expenses 673 30 -89 0 614
Patents 2.145 256 0 -189 136 2.348
Trademarks, and licenses 1.433 25 -71 0 1.387
Goodwill 17.621 0 0 17.621
Other intangible assets 134 -21 0 113
Intangibles in progress and
advances
1.313 665 -142 1.836
TOTAL 23.319 976 0 -370 -6 23.919

Increases in intangible assets mainly refer to the capitalisation of costs relating to patent activities.

The increase in assets under construction refers to costs capitalized on research projects in progress and software being implemented.

With reference to Goodwill, as at 30 June 2025, no indicators of impairment losses were found that required the impairment test carried out as at 31 December 2024 to be updated.

8.1.3 Investments

30/06/2025 31/12/2024 Variation
Inv. in other companies 4 4 0
Investments 4 4 0

8.1.4 Non-current financial assets

30/06/25 31/12/24 Variation
Deposits and advances 293 292 1
Non-current financial assets 293 292 1

This item includes security deposits, amounting to 123 thousand euros, of which 100 thousand refer to the amounts paid at the time of signing the lease agreement entered into by the subsidiary Athletica with the related

company Solida S.r.l.; advances paid by Pharmanutra to Solida S.r.l. for the amount of Euro 85 thousand are also included.

8.1.5 Other non-current assets

6/30/2025 12/31/2024 Change
Insurance for Directors severance 1.063 437 626
Tax receivables purchased 0 1.126 -1.126
L/T tax assets from Industry 4.0 224 224 0
Other non current assets 1.287 1.787 -500

The increase in the item Directors' TFM insurance is determined by the subscription of the insurance policy stipulated to cover the provision for Severance Indemnity at the end of the term of office of the Executive Directors. The item change in the item Tax credits purchased derives from the reclassification of the portion expiring within the year.

8.1.6 Deferred tax assets

Opening
Balance
Increase Decrease Ending balance
Prov. for legal disputes risks 73 73
Provision for inv. write off 364 19 -46 337
Prov. for doubtful accounts 394 48 -13 429
Directors' compensation 792 297 -396 693
Accrual to prov. for leaving indem. 56 8 -1 63
Prov. for termination of agency cont. -151 -19 -170
Consolidation entries -127 -127
TOTAL 1.401 372 -475 1.298

Deferred tax assets have been calculated, taking into account the cumulative amount of all temporary differences, on the basis of the expected rates in force at the time the temporary differences are reversed. Deferred tax assets have been recognised because there is reasonable certainty that taxable income will not be less than the amount of the differences to be cancelled in the years in which the deductible temporary differences against which the deferred tax assets have been recognised will be reversed.

Deferred tax assets relating to the application to the Provision for leaving indemnities, the Provision for termination of agency contracts indemnities and the Provision for doubtful accounts as a result of the valuations required by IAS/IFRS on these items are the result of all the adjustments made from the FTA up to the end of the financial statements under review.

Deferred tax assets relating to the remuneration of corporate bodies relate to the deferred deductibility of the variable remuneration relating to the first half of 2025 with respect to the time of accounting recognition.

8.2 Active Current

8.2.1 Inventories

6/30/2025 12/31/2024 Variation
Raw mat., aux. and cons. 3.744 3.065 679
Works in progress and semi fin. prod. 400 420 -20
Finished prod.and goods 6.472 4.455 2.017
Provision for inventories w/o -832 -998 166
Inventories 9.784 6.942 2.842

The increase in inventories of finished products and goods is attributable to the planning of production with a view to cost efficiency.

The value of inventories of finished products is net of the sum of 832 thousand Euros (998 thousand Euros as at 31.12.2024) accrued as a write-down of the finished products warehouse.

8.2.2 Cash and cash equivalents

30/06/2025 31/12/2024 Variation
Bank and postal deposits 9.039 15.620 -6.581
Cash and checks 39 39
Total cash and cashh equivalents 9.078 15.620 -6.542

The balance represents cash and cash equivalents and the existence of cash and values at the end of the period. For the evolution of cash and cash equivalents, please refer to the cash flow statement for the period and to the information reported in the Report on Operations.

8.2.3 Current financial assets

30/06/2025 31/12/2024 Variation
Mutual funds 579 434 145
Bonds 5.123 5.043 80
Time Deposits 900 8.000 -7.100
Tot. Current financial assets 6.602 13.477 -6.875

The item Mutual funds and the item Bonds represent a temporary investment of part of the company's liquidity carried out by granting an individual management mandate to Azimut Capital Management S.g.r.. Pursuant to this mandate, bonds and shares of investment funds of issuers with an appropriate rating were subscribed. As of 30.06.25, a comparison with the market value of the bonds held shows a net loss of Euro 151 thousand, which was accounted for, on the basis of the measurement criterion adopted by the Group pursuant to IFRS9, to a reserve of equity.

The Group, in consideration of the available liquidity and the normal continuation of activities as described above, does not foresee the need to resort to the early disposal of the financial instruments in question.

8.2.4 Trade receivables

6/30/2025 12/31/2024 Change
Trade receivables- domestic market 22.045 16.071 5.974
Trade receivables RoW 4.938 4.667 271
Other trade receivables 3.224 3.581 -357
Invoices/(Credit Notes) to be issued -18 -603 585
Provision for doubtful accounts -1.812 -1.664 -148
Total trade receivables 28.377 22.052 6.325

The amounts shown in the financial statements are net of the provisions made in the provision for doubtful accounts, estimated by the Group's management on the basis of the age of the receivables, the assessment of their collectibility and also considering historical experience and forecasts regarding future bad debts also for that part of the receivables that is due at the balance sheet date. For the update relating to the ongoing dispute concerning a contractual indemnity, please refer to note 12.

The breakdown of trade receivables by geographical area is shown below:

€/1000 30/06/25 31/12/24 Variation
Italy 22.919 17.424 5.495
Asia 2.695 3.407 (712)
Europe 2.086 1.173 913
America 677 49 628
Total trade receivables 28.377 22.052 6.325

The changes in the provision for doubtful accounts, during the first half of 2025, are as follows:

DOUBTFUL
ACCOUNTS
PROVISION
Opening Balance (1.664)
Accruals (202)
Disposals
Ending Balance (1.812)

8.2.5 Other current assets

The item "Other current assets" is detailed in the following table:

30/06/2025 31/12/2024 Variation
Receivables from shareholders 176 125 51
Receivables from employees 34 51 -17
Advances 3.027 4.010 -983
Tax credits 1.483 1.504 -21
Accrued income and deferred income 4.790 680 4.110
Total other current assets 9.510 6.370 3.140

The item Receivables from shareholders represents the residual reimbursement due to the Parent Company by shareholders existing at the date of listing on the AIM market (July 2017) for taxes, penalties and interest paid in March for the definition of the tax period referring to 2016 on the basis of the declarations and guarantees issued by them in the admission document Section one, Chapter 16, paragraph 16.1 and chargebacks.

The item Tax credits represents the amount of tax credits purchased that are expected to be used within 12 months.

Item "Advances" includes receivables from agents for advances for the amount of Euro 314 thousand (Euro 294

thousand as of 31.12.24), relating to the amounts advanced at the time of signing the agency agreements, and

advances to suppliers for the amount of Euro 2,713 thousand (Euro 1,407 thousand as of 31.12.2024).

Advances paid to agents will be returned upon termination of the relationship with each agent.

The change in the item "Accrued income and deferred income" is determined by the recognition of deferred income

relating to marketing costs that are accrued annually but financial manifestation during the first half of the year.

8.2.6 Tax receivables

Tax receivables" are represented by the following components:

30/06/2025 31/12/2024 Variation
VAT credits 305 127 178
R&D Tax Credits 320 370 -50
Other tax receivables 69 48 21
Tax receivables 696 545 151

8.3 Equity

8.3.1 Equity

Changes in Group equity are as follows:

€/1000 S.C. Treasury
shares
Other
Res.
IAS Res. Res. of
the period
Group
Equity
Third
parties
S.C. and
result
Third
parties
result
Third
parties
equity
Equity
Balance 1/1 1.123 (4.564) 48.966 29 16.608 62.162 90 (57) 33 62.195
Other variations (604) (90) (694) - (694)
Distr. Dividends (9.591) (9.591) - (9.591)
Dest. result 16.608 (16.608) - (57) 57 - -
Result for the period 9.185 9.185 (33) (33) 9.152
Exchange difference - 182 182 - 182
Balance 30/06 1.123 (5.168) 56.166 (61) 9.185 61.245 33 (33) - 61.245

The share capital, fully subscribed and paid-in, amounts to 1,123 thousand euros and consists of 9,680,977 ordinary shares with no par value of the Parent Company.

During the period, 12,424 treasury shares were repurchased in accordance with the resolution of the Ordinary Shareholders' Meeting of 16 April 2024. As of June 30, 2025, Pharmanutra holds 90,155 treasury shares, equal to 0.93% of the share capital, for a total amount of Euro 5,168 thousand.

Below is the change in the year:

Shares
Balance as of 31/12/2024
Purchases
77.731
12.424
Sales
Balance as of 30/06/2025 90.155

Other IAS reserves and Other reserves are detailed in the following table:

€/1000 Balance
31/12n-1
Balance
30/06
Legal reserve 225 225
Share premium fund 7.205 7.205
Extraordinary reserve 32.730 40.653
Merger surplus reserve 8.144 8.144
Result of previous years 649 6
Conversion reserve 13 (67)
Total Other reserves 48.966 56.166
FTA Reserve 12 12
OCI Fair Value Reserve (175) (300)
IAS 19 Reserve 192 227
Total IAS Reserves 29 (61)

On April 16, 2025, the Parent Company's General Meeting of Shareholders resolved to distribute a dividend of Euro 1.00 per share, equal to a payout ratio of approximately 58% of 2024 consolidated net profit, for a total amount of Euro 9,591 thousand.

8.4 Non-current liabilities

8.4.1 Non-current financial liabilities

Payables to banks are represented by the portion expiring more than 12 months of loans contracted by Group companies.

30/06/2025 31/12/2024 Variation
BPER L/T loan 1.750 2.257 -507
Credem L/T loan 1.226 1.921 -695
BPM L/T loan 2.306 2.924 -618
BCC ATHL L/T loan 300 300
BPM L/T secured loan 10.246 11.047 -801
Non-current fin.liab for ROU 1.204 1.358 -154
Non-current financial liabilities 17.032 19.507 -2.475

Financial liabilities for non-current rights of use represent the discounted amount expiring beyond the year of the lease and leasing agreements in place as at 30.6.2025 pursuant to IFRS16.

In accordance with the requirements of the CONSOB communication of 28 July 2006 and in accordance with ESMA's update with reference to the "Recommendations for the uniform implementation of the European Commission regulation on prospectuses", it should be noted that the Group's net financial position as at 30 June 2025 is as follows:

Notes 30/6/25 31/12/24
A Cash and cash equivalents (9.078) (15.620)
B Cash equivalents
C Other current financial assets (6.602) (13.477)
D Liquidity (A+B+C) (15.680) (29.097)
1) E Current financial debt (including debt instruments, but
excluding the current portion of non-current financial debt)
464 726
F Current portion of non-current financial debt 4.629 4.038
G Current financial debt (E+F) 5.093 4.764
of which guaranteed 1.126 654
of which not guaranteed 3.967 4.110
H Net current financial debt (G-D) (10.587) (24.333)
2) I Non-current financial debt (excluding the current portion
and debt instruments)
17.032 19.507
J Debt instruments
K Trade and other non-current payables
L Non-current financial debt (I+J+K) 17.032 19.507
of which guaranteed 10.246 11.047
of which not guaranteed 6.786 8.460
M Net financial debt (H+L) - com. CONSOB (4/3/21
ESMA32-382-1138)
6.445 (4.826)
3) N Other current and non-current financial assets (1.356) (729)
O Net financial debt (M-N) 5.089 (5.555)
  • 1) Includes the following balance sheet items: Current financial liabilities (Transitory current accounts Euro 90 thousand and Financial payables for rights of use Euro 374 thousand);
  • 2) It includes the following balance sheet items: Non-current financial liabilities (M/L term loans Euro 15,828 thousand, Financial payables for non-current rights of use Euro 1,204 thousand);
  • 3) Includes the following balance sheet items: Non-current financial assets ( Security deposits Euro 293 thousand) and Other non-current assets (Directors' TFM insurance Euro 1,063 thousand).

8.4.2 Provisions for non-current risks and charges

6/30/2025 12/31/2024 Variation
Provision for term. of agency contracts 1.053 1.088 -35
Provision for sundry risks and legal
disputes
443 275 168
Provision for contractual obligations 3.000 -3.000
Provision for risks and charges 1.496 4.363 -2.867

Provisions for risks and charges consist of:

Provision for indeminity for termination of agency contracts, established in consideration of Article 1751 of the Civil Code and the Collective Economic Agreement of 30 July 2014 which provide that, upon termination of the agency relationship, the agent is entitled to a severance indemnity. The indemnity is calculated by applying to the commissions and other fees accrued by the agent during the course of the employment relationship, a rate that can vary from 3 to 4%, depending on the duration of the agency contract; the resulting amount was measured in accordance with International Accounting Standards (IAS/IFRS) (IAS 37).

The provision for risks to cover the risk of ongoing legal disputes increased by Euro 168 thousand as a result of an ongoing dispute with a supplier of the U.S. subsidiary.

The Fund for contractual obligations was entirely offset against the payment to the previous shareholders of Akern of the earn-out contractually provided for the purchase of the company.

8.4.3 Employee and Director Benefits Funds

6/30/2025 12/31/2024 Variation
Provision for leaving indemnity 1.323 1.333 -10
Provision for Directors' severance ind. 1.595 1.170 425
Provision for L/T directors compensation 1.950 1.560 390
Provision for empl. and directors benefit 4.868 4.063 805

The amounts allocated to the TFM Fund (severance pay) of the Directors and to the ML Variable Compensation Fund were made on the basis of the resolution of the Ordinary Shareholders' Meeting of 26 April 2023 and correspond to the company's actual commitment to the Directors at the closing date.

The remuneration policy of directors meets the requirements of the Corporate Governance Code issued by Borsa Italiana (the "Code"), which are summarised below:

  • fixed and variable components adequately balanced according to strategic objectives;
  • provision of maximum limits for variable components;

• adequacy of the fixed component to remunerate the performance of directors if the variable component is not achieved due to failure to achieve the objectives;

• objectives to the achievement of which the payment of predetermined, measurable variable components linked to the creation of value for shareholders is linked;

• payment of a significant portion of the deferred variable component over an appropriate period of time with respect to the time of vesting.

On the basis of the above and the forecast of achievement of the objectives set for the disbursement, the portion of the medium/long-term variable compensation due to the Executive Directors accrued in the first half of the year amounts to Euro 390 thousand.

Provisions for leaving indemnities accrued by the companies included in the consolidated financial statements.

The payable for severance indemnities has been calculated in accordance with the provisions in force governing the employment relationship for employees and corresponds to the actual commitment of the companies towards individual employees at the balance sheet date. The portion set aside refers to employees who, following the entry into force of the new supplementary pension system, have expressly allocated the severance indemnity accruing from 1 January 2007 to the company. The amount relating to the employee severance indemnity fund is therefore net of the sums paid during the year and allocated to pension funds. The resulting amount was measured in accordance with International Accounting Standards (IAS/IFRS) (IAS 19).

8.5 Current liabilities

8.5.1 Current financial liabilities

30/06/2025 31/12/2024 Variation
Short-term loans portion 4.629 4.038 591
Transitory bank accounts 90 408 -318
Current financial Liab for rights of use 374 318 56
Tot. Current financial liabilities 5.093 4.764 329

The item "Short-term loans portion " represents the portion of debt relating to loans installments to be repaid within the following year. The item Transitory bank accounts derives from transitional items.

8.5.2 Trade payables

Trade payables are detailed in the table below:

30/06/2025 31/12/2024 Variation
Payables to domestic suppliers 15.314 13.323 1.991
Payables to RoW suppliers countries 397 174 223
Advances 3.857 2.298 1.559
Total trade payables 19.568 15.795 3.773

The increase in Advances derives from orders from foreign customers in the portfolio as at 30.6.25.

The following table shows the breakdown of trade payables by geographical area:

€/1000 30/06/25 31/12/24 Variation
Italy 14.915 12.498 2.417
Asia 2.145 1.330 815
Europe 1.842 688 1.154
America 232 303 (71)
Other 434 976 (542)
Total trade payables 19.568 15.795 3.773

8.5.3 Other current liabilities

The breakdown of the item "Other current liabilities" is detailed in the following table:

30/06/2025 31/12/2024 Variation
Payables for wages and salaries 1.621 1.196 425
Payables to social security institutions 538 546 -8
Payables to directors and auditors 1.049 1.828 -779
Other payables 227 131 96
Provision for agents indemnity 126 223 -97
Withholding taxes 190 190 0
Security deposits from customers 58 107 -49
Total other current liabilities 3.809 4.221 -412

The reduction in Payables to directors and statutory auditors derives from the payment of the amount of shortterm variable remuneration accrued by the executive directors and accrued as at 31 December 2024.

8.5.4 Tax payables

30/06/2025 31/12/2024 Variation
Income taxes 1.185 1.957 -772
Payables for withholding taxes 609 589 20
Value added tax 770 14 756
Total tax payables 2.564 2.560 4

8.6 Revenue

8.6.1 Net revenues

2025 2024 Variation
Revenues of the Italian Line 37.731 35.091 2.640
Foreign Line Revenues 20.476 18.204 2.272
Intragroup revenues 0 3 -3
Medical Instruments Revenue 3.670 2.775 895
Total Net Revenues 61.877 56.073 5.804

The following table shows the breakdown of net revenues by area of activity and geographical market:

€/1000 2025 2024 Change Δ% Incidence
2025
Incidence
2024
Italy 36.849 34.448 2.401
Total F.P. Italy 36.849 34.448 2.401 7,0% 59,6% 61,4%
Europe 11.223 9.963 1.259 12,6%
Middle East 4.824 3.304 1.520 46,0%
South America 605 1.305 (699) -53,6%
Far East 2.037 993 1.044 105,1%
Other 1.190 1.695 (506) -29,8%
Total F.P. RoW 19.878 17.261 2.618 15,2% 32,1% 30,8%
Raw materials Italy 882 657 225 34,3% 1,4% 1,2%
Raw Materials RoW 597 940 (342) -36,4% 1,0% 1,7%
Total Raw Materials 1.480 1.597 (117) -7,3% 2,4% 2,9%
Medical Instruments Italy 3.239 2.410 829 34,4% 5,2% 4,3%
Medical Instruments RoW 431 357 74 20,6% 0,7% 0,6%
Total Medical Instruments 3.670 2.767 903 32,6% 5,9% 4,9%
Total Net Revenues 61.877 56.073 5.804 10,4% 100% 100%

As previously described, the Group's activity is divided into three areas of activity, the sale of finished products (Pharmanutra, PHN USA and PHN ESP), raw materials (Pharmanutra), and the sale of machinery and instruments for measuring body bioimpedance (Akern), through direct and indirect distribution channels.

Business line Italy: this is characterised by Pharmanutra's direct control of the distribution channels in the reference markets and the related marketing activities.

In the first half of 2025, it accounted for approximately 60.0% (61.4% in 2024) of net revenues.

The distribution channels are divided into:

  • Direct, deriving from the activity carried out by the network of scientific representatives who are entrusted with the marketing of products throughout the country.
  • Wholesalers, who supply pharmacies and parapharmacies directly with products.
  • Tenders to supply public facilities.

Of fundamental importance is the activity carried out by commercial scientific representatives aimed directly at the medical class in order to make known the clinical efficacy and uniqueness of the products.

Foreign business line: The business model is predominantly used in foreign markets. It is characterized by the marketing of finished products and raw materials through local partners, who, by virtue of multi-year distribution contracts, distribute and sell the products in their respective markets.

The Business Line accounts for approximately 32% of turnover (31% as of June 30, 2024).

Akern business line: the business model provides for the sale of instruments and software for the measurement of body bioimpedance in Italy and on foreign markets through agents, distributors and online sales.

8.6.2 Other revenues and income

2025 2024 Variation
Contractual indemnities 123 63 60
Reimbursements and expense recovery 91 35 56
Extraordinary income 677 387 290
Other revenues 328 438 -110
Total other revenues and income 1.219 923 296

8.7 Operating costs

8.7.1 Purchases of raw materials, supplies and consumables

Purchases are detailed in the table below:

2025 2024 Variation
Raw material and semif. Prod.costs 2.941 1.425 1.516
Consumables 498 369 129
Finished product costs 464 881 -417
Total raw materials, semif. Prod. and F.P. 3.903 2.675 1.228

The increase in the purchase costs of raw materials, supplies and consumables is related to the higher volumes of

activity compared to the previous half-year.

8.7.2 Change in inventories

2025 2024 Variation
Change in raw materials -679 -671 -8
Change in Semi finished products 20 -89 109
Change in F.P. inventories -2.108 1.420 -3.528
Inventories write off accrual 9 169 -160
Change in inventories -2.758 829 -3.587

The change in inventories as of 30.06.25 derives from production planning according to the cost efficiency strategies implemented.

8.7.3 Cost for services

2025 2024 Variation
Marketing 10.570 8.276 2.294
Production and logistics 13.016 9.341 3.675
Other general expenses 4.571 3.607 964
Research and development 446 638 -192
Information technology 419 308 111
Commercial and sales network 6.009 5.705 304
Corporate bodies 4.850 4.673 177
Rents and leases 66 64 2
Financial Services 132 133 -1
Total costs for services 40.079 32.745 7.334

The change in service costs is essentially due to higher Marketing costs as a result of the initiatives undertaken to support the group's brands and ongoing development projects. The increase in Production and logistics is related to the increase in inventories. The increase in General Services is attributable to costs related to strategic consultancies, to the management of the new headquarters and travel expenses. The increase in the item Corporate bodies occurs as a result of the higher remuneration resolved by the General Meeting of shareholders on 17 April 2024.

8.7.4 Personnel costs

The breakdown of personnel costs is shown in the following table:

2025 2024 Variation
Wages and salaries 3.258 2.949 309
Social security contributions 959 824 135
Leaving Indemnity accrual 189 144 45
Other personnel costs 41 11 30
Total personnel costs 4.447 3.928 519

This item includes all expenses for employees, including accruals of holidays and additional monthly payments as well as the related social security charges, in addition to the accrual to the provision for leaving indeminty and other costs. The increase compared to the previous year is due to the number of hires made.

As of 30.6.2025, the Group had 134 employees (122 as of 30 June 2024).

The breakdown of the average number of employees by category is shown in the following table:

Unit 2025 2024 Variation
Executives 5 3 2
Employees 104 96 8
Workers 19 8 11
Total 128 107 21

8.7.5 Other operating costs

2025 2024 Variation
Losses on assets disposals 22 -22
Sundry tax charges 83 53 30
Losses on receivables 5 -5
Membership fees 18 13 5
Charitable donations 113 47 66
Other expenses 749 480 269
Total other operating expenses 963 620 343

8.8 DEPRECIATION, AMORTIZATION AND ACCRUALS

2025 2024 Variation
Amortization of intangible assets 369 286 83
Tangible assets depreciation 1.283 1.240 43
Accrual to prov. for risks on legal disputes 180 180
Accrual to doubtful accounts prov. 126 -126
Non ded. accrual for doubtful acc. 202 55 147
Total amort., depr. and accruals 2.034 1.707 327

8.9 FINANCIAL MANAGEMENT

8.9.1 Financial income

2025 2024 Variation
Interest income 274 287 -13
Dividends 4 2 2
Foreign exchange gains 188 4 184
Other financial income 142 273 -131
Total financial income 608 566 42

8.9.2 Financial expenses

2025 2024 Variation
Other financial charges -20 -216 196
Interest expense -373 -564 191
Foreign Exchange losses -222 -30 -192
Total financial expenses -615 -810 195

8.10 INCOME TAXES

2025 2024 Variation
Current taxes 5.166 4.898 268
Deferred tax assets 102 192 -90
Other taxes -17 17
Previous years taxes 1 278 -277
Total taxes 5.269 5.351 -82

Taxes are set aside on an accrual basis and have been determined in accordance with the rates and regulations in force.

8.11 EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the Group's profit or loss by the weighted average of shares outstanding over the period.

The calculation of basic earnings per share is shown in the following table:

EURO 2025 2024
Group Net Result 9.183.641 8.899.168
Number of shares outstanding 9.597.065 9.611.711
Earnings per share 0,96 0,93

9. OTHER INFORMATION

Pursuant to the law, the total remuneration due to the Directors, members of the Boards of Statutory Auditors, as

well as to the independent auditors where present, is disclosed:

Directors: 4,336 thousand Euro

Board of Statutory Auditors: 44 thousand Euros

Independent Auditors: 28 thousand Euros

10. EVENTS SUBSEQUENT TO THE CLOSING DATE OF 30 JUNE 2025

With regard to events subsequent to the closing date of 30 June 2025, please refer to the Directors' Report on Operations.

11. COMMITMENTS

The land and the building are encumbered by a first mortgage in the amount of Euro 18 million in favor of Banco BPM S.p.A. as a guarantee for the loan disbursed during 2023.

12. CONTINGENT LIABILITIES AND PRINCIPAL OUTSTANDING LITIGATION

The Group does not have significant contingent liabilities that have not already been disclosed in this report and that are not covered by adequate provisions.

With regard to the ongoing dispute concerning an indemnity contractually due to the subsidiary Junia Pharma following the contractual termination by the supplier, on 10 June 2024 the accounting OTC was filed by the expert appointed during the hearing on 7 March.

The case as hinged on the opposing party is divided into two claims, the second of which is made in the alternative, or in the event of the failure to accept the main one. The main claim of the counterparty concerns the ascertainment of the invalidity or nullity of the clause of the contract stipulated at the time between the supplier and Junia Pharma srl - according to the assumption of the counterparty, the aforementioned clause would have been in fact unfair and therefore not stipulated according to the criteria of the law. The alternative question, on the other hand, concerns a supposed excessive quantification of the "penalty" covered by the aforementioned clause.

The loss of the company Junia Pharma S.r.l., now Pharmanutra S.p.A., in the lawsuit is to be considered possible in consideration of the hypothetical situation of financial difficulty of the counterparty.

The hearing, initially set for 16.04.2025 and aimed at evaluating a possible conciliatory solution, was postponed by the Judge to 18.06.2025. On that occasion, the Company, through its lawyer, reiterated its requests from a

67

conciliatory perspective and the Judge further adjourned the case to 23.10.2025. By this last hearing, if the Parties have not reached an agreement, the filing of the conclusions is expected.

13. TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties are identified according to the extended definition provided for in IAS 24, i.e. including relations with administrative and control bodies as well as with senior managers.

The financial and economic impact of transactions with related parties during the period is shown in the following tables:

Related party Balance sheet
(€/1000)
Buildings, plant
and machinery
Non
current
financial
asseets
Other current
assets
Other
current
liabilities
Directors
and empl.
Benefit
prov.
Trade
payables
Non
current
ROU fin.
liab.
Current
ROU fin.
liab.
Pharmanutra Board of Directors 992 3.544
Members of subsidiaries BoD 57
Statutory auditors 0 25
Supervisory Board compensation 58
Senior management compensation 19 204
Solida S.r.l. 525 185 424 105
Calabughi S.r.l. 223
LCRT S.r.l. 0 26
Studio Bucarelli, Lacorte, Cognetti 14
TOTAL 525 185 0 1.068 3.748 346 424 105
Related party Income Services Personnel ROU
Statement (€/1000) expenses expenses depreciation
Pharmanutra Board of Directors 4.206
Members of subsidiaries BoD 130
Statutory auditors 44
Supervisory Board compensation 35
Senior management compensation 348
Solida S.r.l. 55
Calabughi S.r.l. 726
LCRT S.r.l. 1.053
Studio Bucarelli, Lacorte, Cognetti 51
TOTAL 6.245 348 55

On 29 June 2021, the Board of Directors of Pharmanutra approved the new procedure for transactions with related parties, in compliance with the provisions of Consob Resolution no. 21624 of 10 December 2020, the "New RPT Procedure". This procedure, which is effective from 1 July 2021, is available on the www.pharmanutra.it website, in the "Governance" section. It should also be noted that the company, as (i) a smaller company, as well as (ii) a recently listed company pursuant to art. 3 of the RPT Regulation, will apply to transactions with related parties that will be regulated by the New RPT Procedure, including those of greater significance (as identified pursuant to Annex 3 of the RPT Regulation), notwithstanding art. 8 of the RPT Regulation, a procedure that takes into account the principles and rules referred to in art. 7 of the RPT Regulation itself.

The members of the Board of Directors of the Parent Company receive remuneration consisting of a fixed component, and, for executive directors only, also of a variable component and a component by way of Severance Indemnity. The variable component granted to the Executive Directors is divided into short-term and mediumlong term components on the basis of the recommendations contained in the Corporate Governance Code defined by the Corporate Governance Committee.

Remuneration to senior executives consists of a fixed component and a variable incentive calculated on the basis of sales volumes and parameters referring to the financial statements.

Athletica Cetilar has a lease agreement in place in properties owned by Solida S.r.l., headed by some shareholders of the Parent Company, for which it pays an annual rent and has paid Solida S.r.l. sums as a security deposit.

The Parent Company has outsourced, by strategic choice, part of the communication and marketing activities. These activities are entrusted to Calabughi S.r.l., a company of which the wife of the Vice President, Dr. Roberto Lacorte, holds 47% of the capital and holds the position of Chairman of the Board of Directors. The contract between Pharmanutra and Calabughi S.r.l., with a duration of one year with tacit renewal, unless terminated by one of the parties three months before the expiry of the contract, provides for the provision of communication services, which is expressed in the management of the Company's websites and media channels, in the design, development and implementation of advertising campaigns to support the company's products and image. in the graphic definition of packaging for products, promotional material and scientific information documents, in the organization and management of company conventions. In addition, with Calabughi itself, the Parent Company has a contract in place for the sponsorship as "Title Sponsor" of the 151 Miglia regatta, and a contract for the management of all communication activities, realization of events, merchandising related to the participation of

Cetilar Racing, the team sponsored by the Parent Company, in the races of the World Endurance Championship in Europe and the United States.

In 2024, the Parent Company entered into a one-year sponsorship contract with LCRT S.r.l., a newly established company, which carries out promotion activities in the field of motorsport; the Vice President Dr. Roberto Lacorte is the spouse of Luisa Cognetti, who owns 100% of the company LCRT Srl and holds the position of Sole Director in the same company, and father of the professional pilot Nicola Lacorte. In the same way, the President Andrea Lacorte acknowledges that he is also the bearer of interests pursuant to art. 2391 of the Italian Civil Code with respect to the contract as the uncle of the professional driver Nicola Lacorte.

The advertising package covered by the contract concerns the participation of a single-seater racing car approved for participation in the FIA Formula 3 Championship, and provides for the concession of the spaces punctually indicated, on the driver's car and clothing, the right to associate the image of the company with that of the driver in the production of advertising and/or advertising material, the right to carry out advertising activities related to the contract also through the use of the main social platforms.

The Group companies have entered into consultancy agreements with Studio Bucarelli, Lacorte, Cognetti. The contracts, valid for one year and renewable from year to year by tacit consent, have as their object the generic tax advice, the drafting and sending of tax returns, the generic advice on labor law and the preparation of monthly pay slips. In compliance with the provisions of Consob resolution 15519 of 27 July 2006 and Consob Communication no. DEM/6064293 of 28 July 2006, the consolidated statement of financial position and the consolidated income statement are shown below, with separate information on transactions with related parties.

30/06/2025 of which with
related parties
31/12/2024 of which with
related parties
NON-CURRENT ASSETS 51.628 710 52.462 765
Property, plant and equipment 24.826 525 25.659 580
Intangible assets 23.919 23.319
Investments 4 4
Non-current financial assets 293 185 292 185
Other non-current assets 1.287 1.787
Deferred tax assets 1.299 1.401
CURRENT ACTIVITIES 64.047 0 65.006 520
Inventories 9.784 6.942
Trade receivables 28.377 22.052
Other current activities 9.510 6.370 520
Tax credits 696 545
Current financial assets 6.602 13.477
Cash and cash equivalents 9.078 15.620
TOTAL ASSETS 115.675 710 117.468 1.285
EQUITY 61.245 62.195
Share capital 1.123 1.123
Treasury Shares (5.168) (4.564)
Legal reserve 225 225
Other reserves 47.864 40.584
IAS 19 Reserve 227 192
OCI Fair Value Reserve (300) (175)
FTA Reserve 12 12
Net result 9.185 16.608
GROUP SHAREHOLDERS' EQUITY 61.245 62.162
Minority interests 0 33
NON-CURRENT LIABILITIES 23.396 4.172 27.933 3.449
Non-current financial liabilities 17.032 424 19.507 521
Provisions for non-current risks and charges 1.496 4.363
Funds for benefits to empl. and directors 4.868 3.748 4.063 2.928
CURRENT LIABILITIES 31.034 1.519 27.340 2.090
Current financial liabilities 5.093 105 4.764 61
Trade payables 19.568 346 15.795 223
Other current liabilities 3.809 1.068 4.221 1.806
Tax payables 2.564 2.560
TOTAL LIABILITIES 115.675 5.691 117.468 5.539

30/06/2025 of which with
related parties
30/06/2024 of which with
related parties
REVENUES 63.096 56.996
Net revenues 61.877 56.073
Other revenues 1.219 923
OPERATING COSTS 46.634 6.593 40.797 5.166
Purch. Raw materials, cons. and goods 3.903 2.675
Change in inventories (2.758) 829
Operating expenses 40.079 6.245 32.745 4.925
Personnel expenses 4.447 348 3.928 241
Other operating costs 963 620
GROSS OPERATING RESULT 16.462 (6.593) 16.199 (5.166)
Depreciation, amortization and accruals 2.034 55 1.707 86
OPERATING RESULT 14.428 (6.648) 14.492 (5.252)
FINANCIAL MANAGEMENT (7) (244)
Financial income 608 566
Financial expenses (615) (810)
PROFIT BEFORE TAX 14.421 (6.648) 14.248 (5.252)
Taxes (5.269) (5.351)
Net minority interests 33
Group result 9.185 (6.648) 8.897 (5.252)
Net earnings per share 0,96 0,93

Pisa, 8 September 2025

For the Board of Directors

The President

(Andrea Lacorte)

CERTIFICATION OF THE CONDENSED HALF-YEAR FINANCIAL STATEMENTS PURSUANT TO

ART. 154-BIS, PARAGRAPH 5, OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998

  1. The undersigned, Roberto Lacorte, Chief Executive Officer, and Francesco Sarti, Manager in charge of preparing the corporate financial reports of Pharmanutra S.p.A., certify, taking into account the provisions of art. 154-bis, paragraphs 3 and 4, of Legislative Decree no. 58 of 24 February 1998 certify:

a) the adequacy in relation to the characteristics of the company and

b) the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements during the period January-June 2025.

  1. It is also certified that:

the condensed half-year financial statements as at 30 June 2025:

  • it is prepared in accordance with the applicable international accounting standards recognised in the European Community pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002, and in particular IAS 34 – interim financial statements, as well as the measures issued pursuant to Article 9 of Legislative Decree No. 38/2005;

  • corresponds to the results of the books and accounting records;

  • it is suitable for providing a true and fair representation of the equity, economic and financial situation of the issuer and of all the companies included in the consolidation;

  • The Interim Report on Operations contains references to the important events that occurred in the first six months of the year and their impact in the condensed half-year financial statements, together with a description of the main risks and uncertainties for the remaining six months of the year, as well as information on significant transactions with related parties.

Pisa, 8 September 2025
Pharmanutra S.p.A. Pharmanutra S.p.A.
Roberto Lacorte Francesco Sarti
Chief Executive Officer Manager in charge of preparing the financial statements
73

PHARMANUTRA S.p.A.

Report on review of the half-yearly condensed consolidated financial statements as of June 30, 2025

Tel: +39 02 58.20.10 www.bdo.it

Viale Abruzzi, 94 20131 Milano

Report on review of the half-yearly condensed consolidated financial statements

To the Shareholders of Pharmanutra S.p.A.

Introduction

We have reviewed the accompanying half-yearly condensed consolidated financial statements of Pharmanutra S.p.A. and subsidiaries (the "Pharmanutra Group"), which comprise the consolidated balance sheet as of June 30, 2025 and the consolidated income statement, statement of comprehensive income, Statement of changes in consolidated shareholders' equity and consolidated cash flow statement for the sixmonth period then ended, and the related explanatory notes. The Directors are responsible for the preparation of the half-yearly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and adopted by the European Union. Our responsibility is to express a conclusion on the half-yearly condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange ("Consob") for the review of the half-yearly financial statements under Resolution n° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-yearly condensed consolidated financial statements of Phrmanutra Group as at June 30, 2025 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and adopted by the European Union.

Milan, September 11, 2025

BDO Italia S.p.A.

Signed by

Vincenzo Capaccio Socio

This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

Bari, Bologna, Brescia, Firenze, Genova, Milano, Napoli, Padova, Roma, Torino, Verona

BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v. Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842 Iscritta al Registro dei Revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013 BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte della rete internazionale BDO, network di società indipendenti.

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