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Semapa Interim / Quarterly Report 2025
1902_ir_2025-11-07_f2bda7d6-f861-4056-b159-8ea386f91564.PCS1279675.pdf
Interim / Quarterly Report
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INTERIM REPORT H1 2025
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PART 1
MANAGEMENT REPORT
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1 HIGHLIGHTS
HEAVY INVESTMENT IN THE FIRST HALF OF THE YEAR: 169 M€ OF WHICH 134 M€ IN CAPEX
THE ACQUISITION OF IMEDEXA IN JULY MARKS SEMAPA'S FIRST DIRECT ACQUISITION OF A COMPANY BASED OUTSIDE PORTUGAL
GROUP EBITDA RISES TO 318 M€ IN A CHALLENGING ENVIRONMENT
NET PROFIT UP TO 90 M€
- As part of its diversification and growth strategy, the Semapa Group remained true to its strong ambition and invested 169 million euros in H1 2025, of which 35 million euros in equity investments, in line with the strategic plans of the individual subsidiaries.
- In July, Semapa acquired 100% of the share capital of Imedexa for a consideration of 148 million euros, plus an additional payment component conditional on the fulfilment of certain conditions. Imedexa is a Spanish company, a European leader in the design and manufacture of metal structures for electricity transmission and distribution infrastructure, as well as for other applications in various sectors. This transaction marks Semapa's first direct acquisition of a company based outside Portugal, representing another step in the Group's internationalization and diversification. This acquisition represents a move into a new vertical identified in the strategic exercise carried out in 2022.
- In the first half of the year, ETSA entered a new country, Spain, and a new business segment, fish rendering, through the acquisition of Barna on 22 January. This transaction is transformational for ETSA, allowing it to expand its operational perimeter to fish rendering and to a more robust portfolio of products and services, expanding from 3 industrial facilities to 5 facilities and from 342 employees to 461 employees.
- Investment in fixed assets totalled 134 million euros in the first half of 2025, vs. 136 million euros over the same period of the previous year, with particular emphasis on Navigator, which invested 94 million euros (out of which 56 million, i.e. 60% of the total, was classified as value-creating environmental or sustainability investment) and Secil, which invested 32 million euros. ETSA has continued to invest in the construction of a new plant in Coruche, where it plans to produce a range of substantially more premium products than the current range, namely ETSA ProHy, as a result of strong investment in innovation; and Triangle's continues to vamp up e-bike frame production capacity through high level of automation.
- In the first half of the year, the Semapa Group recorded consolidated revenue of 1 437.5 million euros (-0.1% year on year). In the period under analysis, 1 019.0 million euros were generated in Navigator (Pulp and Paper), 365.7 million euros in Secil (Cement and other building materials), and 53.2 million euros in Other Business. Exports and foreign sales for the same period amounted to 1 088.3 million euros, accounting for 75.7% of revenue, one of the Group's strategic objectives.
The increase in revenue at Secil (+5.8%), with positive variation in the Tunisia and Lebanon geographies, and in Other Business (+91.6%), due to organic growth and the incorporation of Barna, almost completely offset the decrease recorded at Navigator (-4.4%) resulting from the less favourable evolution of market reference prices for Pulp and Paper and despite the good performance of Tissue and Packaging prices.
• In the first half of 2025, EBITDA totalled 318.4 million euros (-16.0% vis-a-vis the same period in 2024). In that period, 216.3 million euros were generated in Navigator, 94.4 million euros in Secil and 6.9 million euros in Other Business. The consolidated EBITDA margin amounted to 22.1%, (-4.2 p.p. vs. the same period in 2024).
EBITDA was impacted by the lower performance YOY of Navigator (-27.6%), which was partially offset by Secil (+23.4%) and Other business (+208.7%). Despite Navigator's persistent focus on managing variable costs, the first six months were under the pressure of energy items, at higher costs as a result of the rising and highly volatile market indices. This evolution in market indexes generated significant increases not only in energy costs, but also indirectly in chemicals, logistics, and packaging materials. EBITDA of the Cement segment was positively driven by all geographies, but above all Portugal and Brazil.
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- Net profit attributable to Semapa shareholders at the end of H1 2025 stood at 89.5 million euros.
- At the end of the first half of the year**,** consolidated interest-bearing net debt stood at 1 137.3 million euros, 45.6 million euros more than that at the end of 2024, signalling the Group's strong cash flow generation capacity, considering the investment of 169 million euros in the semester and the distribution of Semapa dividends in June 2025 and of Navigator in January 2025. As at 30 June 2025, total consolidated cash and equivalents amounted to 329.9 million euros, in addition to committed and undrawn credit lines for the Group, thus ensuring a strong liquidity position.
- As a result of its investment in Sustainability, Navigator was rated again by Sustainalytics as a low-risk company for investors, and preserved its distinction as a "2025 ESG Industry Top-Rated Company", thus reinforcing its leadership in the forestry and paper industry. Now figuring on the prestigious global list of "2025 ESG Top-Rated Companies", the recent evaluation consolidates its position as a company with the best environmental, social and governance (ESG) practices worldwide.
- Secil continues the implementation of ProFuture CCL Maceira project, which includes key measures to increase energy efficiency and strengthen the use of alternative fuels with a positive environmental impact. These measures, alongside the initiatives already in place, will make it possible to reduce greenhouse gas emissions. By the end of the project, the intensity of emissions will be around 20% below the sector's benchmark per tonne of clinker. In addition, an overall reduction in energy consumption of around 20% is expected.
- Talent, in the first half of 2025, was marked by the Talent Summit, an initiative that aims to align all companies around the strategic axes in People Management for the year 2025. It is also worth highlighting the launch of the 2025 Climate Study, which aims to understand the levels of satisfaction and commitment of the teams and the development of improvement plans in the most valued aspects. Work has also begun with the aim of boosting the Grow With Semapa Mobility Platform, which enables all Group employees to learn about the opportunities that exist in the various companies in the portfolio.
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LEADING BUSINESS INDICATORS
| IFRS - accrued amounts (million euros) | H1 2025 | H1 2024 | Var. | Q2 2025 | Q2 2024 |
|---|---|---|---|---|---|
| Revenue | 1 437.5 | 1 438.5 | -0.1% | 709.4 | 723.3 |
| EBITDA | 318.4 | 379.1 | -16.0% | 158.9 | 208.4 |
| EBITDA margin (%) | 22.1% | 26.4% | -4.2 p.p. | 22.4% | 28.8% |
| Depreciation, amortisation and impairment lossesProvisions | (127.6)(0.9) | (116.0)(2.5) | -10.0%64.2% | (63.0)1.4 | (59.3)(1.4) |
| EBIT | 189.8 | 260.6 | -27.2% | 97.3 | 147.7 |
| EBIT margin (%) | 13.2% | 18.1% | -4.9 p.p. | 13.7% | 20.4% |
| Income from associates and joint ventures | 3.0 | 1.8 | 71.2% | 3.5 | (0.9) |
| Net financial results | (37.9) | (28.6) | -32.3% | (19.4) | (7.4) |
| Profit before taxes | 155.0 | 233.7 | -33.7% | 81.4 | 139.4 |
| Income taxes | (41.2) | (56.3) | 26.8% | (20.7) | (28.1) |
| Net profit for the period | 113.8 | 177.5 | -35.9% | 60.8 | 111.2 |
| Attributable to Semapa shareholders | 89.5 | 131.8 | -32.1% | 49.9 | 83.6 |
| Attributable to non-controlling interests (NCI) | 24.3 | 45.7 | -46.8% | 10.9 | 27.7 |
| Cash flow | 242.3 | 296.0 | -18.1% | 122.3 | 171.9 |
| Free Cash Flow | 24.6 | (18.8) | 231.1% | 11.1 | (58.4) |
| 30/06/2025 | 31/12/2024 | Jun25 vs.Dec24 | |||
| Equity (before NCI) | 1 679.4 | 1 639.7 | 2.4% | ||
| Interest-bearing net debt | 1 137.3 | 1 091.7 | 4.2% | ||
| Lease liabilities (IFRS 16) | 148.8 | 151.5 | -1.8% | ||
| Total | 1 286.1 | 1 243.2 | 3.5% | ||
| Interest-bearing net debt / EBITDA | 1.77 x | 1.55 x | 0.22 x |
Note: IFRS 16 Impact -> Net debt / EBITDA 2025 of 2.00x; Net debt / EBITDA 2024 of 1.77x.
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2 PERFORMANCE OF THE SEMAPA GROUP BUSINESS UNITS
2.1. BREAKDOWN BY BUSINESS SEGMENT
| IFRS - accrued amounts (million euros) | Pulp and Paper | Cement | Other business | Holdings and Eliminations | Consolidated | ||||
|---|---|---|---|---|---|---|---|---|---|
| H1 2025 | 25/24 | H1 2025 | 25/24 | H1 2025 | 25/24 | H1 2025 | 25/24 | H1 2025 | |
| Revenue | 1 019.0 | -4.4% | 365.7 | 5.8% | 53.2 | 91.6% | (0.4) | 20.8% | 1 437.5 |
| EBITDA | 216.3 | -27.6% | 94.4 | 23.4% | 6.9 | 208.7% | 0.8 | -53.1% | 318.4 |
| EBITDA margin (%) | 21.2% | -6.8 p.p. | 25.8% | 3.7 p.p. | 12.9% | 4.9 p.p. | - | - | 22.1% |
| Depreciation, amortisation and impairment losses | (90.4) | -11.5% | (28.8) | -5.5% | (8.4) | -11.1% | (0.1) | 28.6% | (127.6) |
| Provisions | 3.8 | >1000% | (4.7) | -68.1% | - | - | - | -100.0% | (0.9) |
| EBIT | 129.7 | -40.5% | 61.0 | 31.3% | (1.5) | 71.9% | 0.7 | -55.3% | 189.8 |
| EBIT margin (%) | 12.7% | -7.7 p.p. | 16.7% | 3.2 p.p. | -2.8% | 16.3 p.p. | - | - | 13.2% |
| Income from associates and joint ventures | - | - | 0.2 | 373.4% | - | - | 2.8 | 53.6% | 3.0 |
| Net financial results | (14.0) | -33.6% | (15.9) | -14.4% | (0.5) | -23.8% | (7.5) | -93.8% | (37.9) |
| Profit before taxes | 115.7 | -44.2% | 45.3 | 39.4% | (2.0) | 65.2% | (4.0) | -632.4% | 155.0 |
| Income taxes | (36.0) | 33.5% | (9.3) | -121.6% | (0.2) | -109.0% | 4.3 | >1000% | (41.2) |
| Net profit for the period | 79.7 | -48.0% | 36.0 | 27.2% | (2.1) | 44.6% | 0.2 | 186.6% | 113.8 |
| Attributable to Semapa shareholders | 55.8 | -48.0% | 35.7 | 24.8% | (2.2) | 41.4% | 0.2 | 186.6% | 89.5 |
| Attributable to non-controlling interests (NCI) | 23.9 | -48.1% | 0.3 | 193.6% | 0.1 | 273.8% | - | - | 24.3 |
| Cash flow | 166.3 | -28.9% | 69.5 | 19.0% | 6.2 | 70.4% | 0.3 | 360.5% | 242.3 |
| Free Cash Flow | 41.6 | 269.2% | 24.5 | -1.0% | (43.7) | <-1000% | 2.3 | 109.7% | 24.6 |
| Interest-bearing net debt | 675.7 | 271.5 | 11.5 | 178.6 | 1 137.3 | ||||
| Lease liabilities (IFRS 16) | 108.0 | 38.9 | 1.4 | 0.5 | 148.8 | ||||
| Total | 783.8 | 310.3 | 12.9 | 179.1 | 1 286.1 |
Note: Figures for business segment indicators may differ from those presented individually by each Group, as a result of consolidation adjustments.
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2.2. OVERVIEW OF NAVIGATOR ACTIVITY
HIGHLIGHTS IN 2025 (VS. 2024)
Navigator revenue totalled 1 019.0 million euros in the first half of 2025, down by -4.4% on the same period last year.
- Sales of Printing and Writing and Packaging paper were 642 thousand tonnes (-5% compared to the 1st half of 2024.
- The volume of Tissue sales was 119 thousand tonnes (+27% vs. the same period in the previous year). The integration of the Navigator Tissue UK business in May 2024 helped to sustain year-on-year growth.
- The good performance of Tissue and Packaging prices mitigated, but did not offset, the impact of the reduction in Pulp and Paper benchmark prices.
REVENUE
REVENUE BREAKDOWN BY SEGMENT
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- EBITDA amounted to 216.3 million euros (-27.6% year on year). EBITDA margin stood at 21.2% (-6.8 p.p. year on year).
- Despite persistent focus on managing variable costs, the first six months were under the pressure of energy items, with higher costs as a result of the rise and high volatility of market indices in the period. Such changes in market indices have led to significant increases in energy costs, but also indirectly in chemical products, logistics and packaging materials.
LEADING BUSINESS INDICATORS
| IFRS - accrued amounts (million euros) | H1 2025 | H1 2024 | Var. | Q2 2025 | Q2 2024 | Var. |
|---|---|---|---|---|---|---|
| Revenue | 1 019.0 | 1 065.5 | -4.4% | 489.8 | 529.1 | -7.4% |
| EBITDA | 216.3 | 298.8 | -27.6% | 100.8 | 165.5 | -39.1% |
| EBITDA margin (%) | 21.2% | 28.0% | -6.8 p.p. | 20.6% | 31.3% | -10.7 p.p. |
| Depreciation, amortisation and impairment lossesProvisions | (90.4)3.8 | (81.0)0.2 | -11.5%>1000% | (44.5)4.4 | (41.7)0.2 | -6.8%>1000% |
| EBIT | 129.7 | 218.0 | -40.5% | 60.7 | 124.0 | -51.1% |
| EBIT margin (%) | 12.7% | 20.5% | -7.7 p.p. | 12.4% | 23.4% | -11.1 p.p. |
| Net financial results | (14.0) | (10.5) | -33.6% | (6.9) | (1.6) | -319.3% |
| Profit before taxes | 115.7 | 207.5 | -44.2% | 53.8 | 122.4 | -56.1% |
| Income taxes | (36.0) | (54.2) | 33.5% | (19.6) | (30.4) | 35.5% |
| Net profit for the period | 79.7 | 153.3 | -48.0% | 34.2 | 92.0 | -62.9% |
| Attributable to Navigator shareholders | 79.7 | 153.3 | -48.0% | 34.2 | 92.0 | -62.9% |
| Attributable to non-controlling interests (NCI) | 0.0 | 0.0 | 57.6% | 0.0 | (0.0) | 273.5% |
| Cash flow | 166.3 | 234.1 | -28.9% | 74.3 | 133.4 | -44.3% |
| Free Cash Flow | 41.6 | (24.6) | 269.2% | (15.4) | (70.8) | 78.2% |
| 30/06/2025 | 31/12/2024 | |||||
| Equity (before NCI) | 1 090.5 | 1 092.1 | ||||
| Interest-bearing net debt | 675.7 | 617.3 | ||||
| Lease liabilities (IFRS 16) | 108.0 | 111.7 | ||||
| Total | 783.8 | 729.1 |
Note: Figures for business segment indicators may differ from those presented individually by each Group, as a result of consolidation adjustments.
LEADING OPERATING INDICATORS
| in 1 000 t | H1 2025 | H1 2024 | Var. | Q2 2025 | Q2 2024 | Var. |
|---|---|---|---|---|---|---|
| BEKP Pulp | ||||||
| FOEX – BHKP Usd/t | 1 125 | 1 254 | -10.2% | 1 174 | 1 369 | -14.3% |
| FOEX – BHKP Eur/t | 1 030 | 1 160 | -11.2% | 1 037 | 1 272 | -18.5% |
| BEKP Sales (pulp) | 168 | 181 | -6.9% | 69 | 71 | -3.2% |
| UWF Paper | ||||||
| FOEX – A4- BCopy Eur/t | 1 035 | 1 106 | -6.4% | 1 012 | 1 115 | -9.2% |
| Paper Sales | 642 | 673 | -4.5% | 318 | 319 | -0.6% |
| Tissue | ||||||
| Total sales of tissue | 119 | 93 | 27.3% | 58 | 56 | 3.8% |
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OVERVIEW OF NAVIGATOR ACTIVITY
In H1 2025, Navigator revenue totalled 1 019.0 million euros, UWF paper sales accounting for around 57% of the revenue (vs. 61% year on year), packaging sales 4% (vs. 4%), pulp sales 9% (vs. 11%), tissue sales 25% (vs. 18%), and energy sales 5% (vs. 6%).
The success of the diversification strategy - with the new Tissue and Packaging segments already accounting for close to 30% of revenue - along with commercial initiatives for growth in new markets has ensured consistency and stability in revenue, despite the macroeconomic and geopolitical environment marked by strong uncertainty, weak global demand and trade tensions that have severely affected the performance of industrial companies in the sector.
Paper
Global apparent demand for all printing and writing paper, up to May, fell by 2.4%, with UWF paper remaining the most resilient grade, down 1.7%, compared to coated woodfree (CWF) paper, down 4.3%. Paper with mechanically obtained fibres (coated and uncoated) fell by 2.5%.
In Europe, apparent demand for UWF fell by 8.6% in the year to June, reflecting a general contraction in deliveries and imports. Intra-European deliveries shrank by 7% and imports by 19% compared to the same period last year (to May), confirming a sharp slowdown in effective demand in the region.
In the United States, which continues to be a significant net importer to satisfy domestic demand, consumption fell more moderately until May (-2.1%). The strong dependence on imports, which will be exacerbated by the entry into force of customs tariffs, will probably lead to high prices that will continue to rise even in situations of falling consumption, with even higher levels expected by 2026.
On the supply side, recent closures have removed around 430 thousand tonnes of annual UWF capacity in Europe, the equivalent to 7% of installed capacity. In the US, it was announced that a plant with an annual production capacity of 350 thousand tonnes of UWF would close in August, representing 8% of US capacity.
Navigator's operating rate reached 87% in the 1st half (+2 p.p. compared to the same period last year), while the industry deteriorated to 83% in the 1st half (-2 p.p. compared to the 1st half of 2024).
It should be noted that in the first half of 2025, the volume of incoming orders increased by 10% at Navigator, in contrast to a drop of 2% in industry. Navigator's European markets performed equally well, as the company recorded growth of 4%, compared to an industry average drop of 4%. This enabled Navigator to increase its share of orders year-on-year by 3 percentage points globally to 27% and by 2 percentage points in the European market to 20%.
The benchmark index for the price of office paper in Europe - PIX A4 B-copy – on average 1 035 €/t, down by -6% on the first semester in the previous year, although 23% above the pre-pandemic average (845 €/t between 2015 and 2021).
Navigator's paper price fell by 14 €/t compared to the first quarter, including a negative exchange rate impact of 20 €/t, mainly due to the depreciation of the dollar, in which Navigator trades in more than 100 countries worldwide. In Europe, Navigator's average price remained stable, despite the fall in the PIX A4 B-copy, sustained by the preservation of higher and more robust price premiums on own brands, whose reputation and market penetration allow it to aim for higher prices.
Navigator's sales of UWF and Packaging paper totalled 642 thousand tonnes in the first half, down 5% on the same period last year, and 11% lower revenue. Given the strong uncertainty over the evolution of tariffs, at the beginning of April the company took the strategic decision to preventively reinforce stocks in the US by deducting around 10 million euros from potential sales in the quarter, in the hope of generating greater margins in the future.
Pulp
The Pulp market was marked by two moments in the first half of the year. The year began with prospects of rising prices across the 1st quarter, as a result of some limitations to supply and increased activity, but after April, the uncertainty caused by increased protectionism (in particular the global announcement of tariffs by the new US administration on 2 April) and the normalisation of supply led to a sharp decline in prices in China, which had repercussions in Europe.
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The hardwood pulp benchmark index – PIX BHKP in Dollars in Europe – closed the period with an average price of 1 125 USD/t, a reduction of approximately 10% year on year. The half-year was marked by a strong recovery in prices in the 1st quarter, especially in Europe. This positive trend continued until the beginning of the 2nd quarter, when prices adjusted downwards again. China endured the sharpest drop, by 16% between April and June, a trend that spread to Europe.
Nevertheless, global demand for short fibre pulp grew by 5% year-on-year (until May), reflecting positive market dynamics. This performance was mostly driven by China, with a significant increase of 11%, and to a lesser extent by the Rest of the World (+3%). In contrast, the European and US markets fell by 3% and 8%, respectively.
Global demand for eucalyptus pulp (EUCA) grew the most, by more than 6% up to May: China grew 13% and Europe contracted 3% (compared to the same period last year). This performance was consistently strong within the short fibre bleached chemical pulp segment.
On the supply side, although the ramp-up of new capacity in 2024 put some pressure on the operating rate, the increase in consumption and maintenance stoppages in the first half of the year made a significant contribution to sustaining the activity levels of short fibre producers.
China should continue to play a central role in the global dynamics of the pulp market, not only because of the growing importance of its domestic consumption, but also because of the new planned capacity. Between 2022 and 2024, it is estimated that around 3.7 Mt of BHKP production capacity will have been added in the country, with a further 2.4 Mt projected for 2025 - a significant expansion, which has so far been largely sustained by local wood. However, the future sustainability of this source of supply raises doubts. This has disrupted global market balances, put pressure on prices and changed trade flows. Even so, although substantially more expensive, international wood is expected to continue to provide the main source of supply for the Chinese industry, with equally significant growth in the coming years.
In Europe, stock levels remain relatively stable. Although volumes going through Chinese ports have been rising since January, paper production indicators suggest that industrial activity has been moving in the same direction and is not a sign of anomalous accumulation. The ratio of stocks to production days has remained relatively stable in recent months, striking a balance between supply and demand.
Navigator's pulp sales amounted to 168 thousand tonnes, down 7% on the same period last year. Revenue fell 22% yearon-year, as a result of the fall in prices.
The cooling of demand in Europe in the 2nd quarter affected sales volumes in these markets. The sharp fall in prices on the global market also affected sales, as it forced a rigorous selection of opportunities, limiting the volumes sold.
Tissue
After the remarkable 6.3% growth in 2024, European demand for Tissue paper underwent a small year-on-year variation of -0.3% until April. The small decline resulted from the sharp variation in the Eastern region (-1.4%), since the West remained practically unchanged. This performance reflects the current challenging European economic framework, marked by a downturn in demand for consumer goods. It also contrasts with the dynamics in 2024, driven by restocking and the increase in household purchasing power.
In the first half of the year, Navigator's Tissue sales volume (finished product and reels) amounted to 119 thousand tonnes, 27% more than in the same period last year. Revenue increased by 35% compared to the same period in the previous year.
The year-on-year growth stemmed from the integration of Navigator Tissue UK in May 2024, which, in addition to broadening the range and boosting sales growth, also expanded the customer base, generated relevant gains in integration synergies, enabling the development of cross-selling actions, consequently strengthening the commercial relationship with customers.
International sales in the Tissue business accounted for 81% of sales in the first half (vs. 54% in 2022, before Tissue Ejea and Tissue UK were brought into the Group); the most representative markets are the English market (with a weight of 36% of total sales), the Spanish (accounting for 29% of sales) and the French (14% of sales). In the last two years, the acquisitions of new units in Spain and the United Kingdom have helped to balance Navigator's geographical mix,
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enhancing the resilience of the Tissue business. Looking at sales from another side, the finished product accounted for 98% and reels for 2% of total sales. In regard to the customer segment, the weight of Home or Consumer (retail) has been growing, currently representing about 83% of sales (the remaining 17% represented by Away-From-Home, i.e. Wholesalers - Horeca and offices).
Factory brands grew by 20% year-on-year in the first half of 2025, accounting for 19% of total sales, based on a diversified customer base and innovative products.
Packaging
The global kraft paper market *(*Machine Glazed and Machine Finished) grew at a good pace by around 9%.
In this segment, Navigator's sales grew by 8% year-on-year in the first half of the year, sustained by 4% increase in price and 5% more volume, despite 9% more paper sold in area terms, as a result of greater penetration of the lightweight segments. Navigator has been developing and investing in the gKRAFT™ sustainable packaging segment, which offers alternatives to fossil-based plastics, supporting the transition to renewable, low-carbon products.
Navigator bases its Packaging paper offer on three large gKraft™ segments: BAG, FLEX and BOX, respectively addressing the markets for Bags (retail, consumer and industrial bags), Flexible Packaging (flexible packaging in different industries, i.e. agro-food, restaurants, medicines and hygiene, etc.), and Boxes (corrugated cardboard boxes for value-added products, including paperboard for producing paper cups, and food trays). The innovative introduction of the eucalyptus fibre properties has been crucial in securing the acceptance and recognition of these products across the market.
As part of the diversification of the Packaging business, progress has continued as planned in the project for integrated production of eucalyptus-based Moulded Cellulose components, designed to substitute single-use plastic packaging in the food service and food packaging market, under the gKraft™ Bioshield brand. The facility is one of the largest in Europe and the first integrated plant in Southern Europe, moving into a fast growing market with a high potential.
At the beginning of 2025, Navigator obtained the EC 1935/2004 conformity certification for food contact materials from the highly regarded ISEGA, following the protocol laid down in the German BfR XXXVI standard. It is the only moulded cellulosic fibre product certified to date for compliance with this standard, which is the main European reference for food contact safety in cellulosic fibre materials and products.
The first quarter featured the successful start-up of four production lines, which are currently operating, and the early marketing consolidation of five products for the food sector. At the end of the 2nd quarter, the first contracts were signed with large retailers and modified atmosphere packaging for raw protein began to be marketed. This packaging requires thorough testing under demanding industrial and supply chain conditions to ensure its suitability for the lines and cold conditions of packers and distributors, replacing the current non-recyclable PET/PE cuvettes with 100% recyclable, compostable packaging. At the same time, efforts to expand to new European markets were stepped up, reinforcing the ambition for growth and leadership in the sector.
Energy
In H1 2025, electricity revenue totalled approximately 54 million euros, down by 16% year on year. Such reduction is essentially linked to the following: (i) transition on 30 April of the renewable cogeneration units in Aveiro and a turbogenerator (TG3) in Figueira da Foz to the self-consumption regime, as a result of the termination of the special remuneration regime and (ii) scheduled maintenance shutdown of the Aveiro Biomass Power Station.
Concerning generation capacity, the first half of the year featured the start-up of the new high-tech Chemical Recovery Boiler at the Setúbal industrial complex, which will increase the gasification of black liquor by cooking wood chips. In addition to the obvious improvement in operating performance, there will also be positive results in the environmental field, namely by reducing the emission of NCGs that will be burnt in this facility, i.e. a new stage in the decarbonisation of process at this industrial complex.
At the same time, a new biomass boiler is being built at the Vila Velha de Ródão industrial complex to replace the steam currently generated by two natural gas boilers, and a 5.3 MWp solar photovoltaic plant for self-consumption by the plant.
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The first half of the year also featured high electricity and natural gas prices. Compared to the same period in the previous year, the spot price of electricity for the Iberian OMIE market rose by approximately 63% and the TTFMA, the index that serves as a benchmark for the European natural gas market, increased by more than 40%. Furthermore, electricity peaked at 143 €/MWh and natural gas at 58 €/MWh in the six-month period.
Navigator's industrial units continued to provide manually-activated Frequency Restoration Reserve (mFRR) service. This system service, provided to the electricity transmission network operator by the agents authorised to do so, contributes to ensure supply security of the National Electricity Grid, which has already proven fundamental to protecting domestic consumers and critical users. Navigator was mobilised 15 times in the year to reduce their electricity consumption under the mFRR service arrangement.
EBITDA
Despite persistent focus on managing variable costs, the first six months were under the pressure of higher energy costs as a result of rising and highly volatile market indices in the period. Such changes in market indices have led to significant increases in energy costs, but also indirectly in chemical products, logistics and packaging materials.
Logistics costs were also pressured by changes in context: on the one hand, at the beginning of the year the 2nd phase of the Emissions Trading System (ETS) came into force in maritime transport, increasing the need to purchase emission licences by 40 to 70%, on the other hand the uncertainty generated by the announcement of the implementation of customs tariffs has altered global trade flows, resulting in greater volatility in freight prices.
In addition, Navigator's risk management strategy aimed at mitigating the impact of a port strike and the introduction of tariffs had it build up stocks in the US, which triggered a one-off increase in logistics and storage costs, particularly in the 2nd quarter.
Fixed costs are higher than in the same period last year, due to the integration of what is now known as Navigator Tissue UK (May 2024). Without the integration of Navigator Tissue UK, fixed costs would be slightly below levels in the first half of 2024.
It should be noted that the impact on EBITDA resulting from the instability of prices and costs in the first half of the year was mitigated by the company's financial risk management policy, namely by partly fixing the electricity and natural gas prices and conducting currency hedging operations.
In this framework, Navigator achieved an EBITDA of 216.3 million euros in the 1st semester (vs. 298.8 million euros year on year) and an EBITDA margin of 21.2% (-6.8 p.p. year on year).
The financial results were down by 3.5 million euros year on year, standing at a figure of -14.0 million euros in the semester (vs. -10.5 million euros in the same period last year), due to an increase in average net debt compared to the same period last year, and an increase in interest rates (by around 0.2% in the weighted average cost of debt), which drove net interest up by 4.9 million euros.
The cost of funding (net of cash investment earnings) was 9.5 million euros (vs. 4.6 million year-on-year), as a result of new loans underwritten in the 2nd half of 2024, with longer average debt maturity of 4.3 years (vs. 3.3 years in June 2024).
Albeit negotiated at competitive prices, the debt contracted since June 2024 has higher costs than the debt it replaced, given that the latter had been incurred at a time when interest rates were at historically low levels. The average volume of debt in the same period was 190 million euros lower than on 30 June 2025, although net debt at the end of that period was close to the one now recorded (676 million euros vs. 647 million euros), with an impact on interest paid.
Net profit attributable to Navigator's shareholders was 79.7 million euros (vs. 153.3 million euros in the same period of 2024).
The free cash flow generated in the semester amounted to 42 million euros (vs. -25 million euros in the same period of the previous year). It should be noted that although the same period last year reflects the investment in the acquisition of what is now known as Navigator Tissue UK, both periods are marked by a high level of capex, in excess of 90 million euros.
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Such investments include the projects under the RRP, which are being executed as planned. Eligible investments in this area of up to 269 million euros will receive more than 100 million euros in investment aid. By June 2025, Navigator had received around 57 million euros in such incentives, of which 11 million euros in the first half of 2025.
In the first six months of 2025, the total amount of investments was 94 million euros (vs. 93 million euros in the the same period in 2024), 56 million euros of which concerned investments in ESG, which accounts for 60% of the total investment.
This figure includes investments aimed at decarbonisation, maintaining production capacity, revamping equipment and achieving efficiency gains, and for structural and safety projects.
The investments include the new high-efficiency Chemical Recovery Boiler in Setúbal, which has already come on stream, and the oxygen delignification line in Setúbal, scheduled to open in April 2026, which will reduce chemical consumption in the pulp bleaching phase and improve the quality of waste water from that plant.
The new Chemical Recovery Boiler in Setúbal, which is the main equipment in a pulp mill, both improves operational and environmental performance - namely by reducing odorous gases - and is also a new milestone in the industrial decarbonisation process. This project ensures that state of the art techniques are implemented, which, among other things, reduce the annual emissions of the industrial complex in scope 1 by 136 thousand tonnes of CO2, and allows the transport and burning of concentrated non-condensable gases (CNCG), as well as the collection, transport and burning of diluted non-condensable malodorous gases (DNCG) in this boiler. This project is part of the RRP's decarbonisation agenda.
In parallel, Navigator is investing in a new cogeneration unit at the Tissue plant in Aveiro, the conversion of the Setúbal lime kiln to biomass burning, the conversion of the burning processes to hydrogen in Aveiro, the collection and incineration of NCGs in Setúbal and the new biomass lime kiln in Figueira da Foz.
The implementation of all the projects under the RRP is going according to plan and in line with the commitments made to the national authorities.
In the 1st half of 2025, the decision was made to invest in the conversion of the PM3 paper machine at the integrated pulp and paper mill in Setúbal to guide production into low-weight flexible packaging paper. With this investment we have gone from a machine that in the production of UWF paper was positioned in the 3rd quartile of competitiveness, to a machine that in the production of flexible packaging is among the top of the 1st quartile of competitiveness in this market.
The PM3 machine takes advantage of Navigator's vertical integration and the cost efficiency of Eucalyptus globulus fibre to produce differentiated, high-quality kraft papers with a structural cost advantage. The paper is known for its softness and low permeability and has already been tested by customers, particularly in the food sector and release liners for female hygiene, reinforcing Navigator's position in segments that are expected to grow.
This investment will allow Navigator to respond quickly and efficiently to the growing demands of the flexible packaging market, with growth rates estimated to range between 2.5 and 3% by 2035. The market has shown strong support for Navigator's differentiating solutions, as evidenced by the growth of the gKRAFT™ range and the good performance of low-weight gKRAFT™ for flexible packaging applications.
With this conversion, Navigator will become Europe's 4th largest producer of lightweight flexible packaging paper, strategically consolidating its presence in a segment with strong growing demand.
The on-going commitment and investment in consolidating Responsible Business is reflected in the positive external assessment conducted by independent organisations.
Sustainalytics once more rated Navigator as a low-risk company for investors, and preserved its distinction as a "2025 ESG Industry Top-Rated Company", thus reinforcing its leadership in the forestry and paper industry. Now figuring on the prestigious global list of "2025 ESG Top-Rated Companies", the recent evaluation consolidates its position as a company with the best environmental, social and governance (ESG) practices worldwide.
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In the first half of 2025, Navigator obtained the highest rating of "A" in last year's CDP Climate Change and CDP Forests questionnaires, securing a place on the prestigious "A List" for Climate and Forests and, consequently, the leadership level. This assessment by CDP - Disclosure Insight Action reflects international recognition for its commitment and good practices in risk management and deforestation. Only 2% of more than 22 thousand companies assessed by CDP in 2024 are on the "A List" (for having obtained the highest score in at least one of the questionnaires).
SECOND QUARTER OF 2025 VS. SECOND QUARTER OF 2024
Navigator's revenue was 490 million euros (-7% vs. Q1 2025; -7% vs. Q2 2024)
Sales of UWF and Packaging paper were 318 thousand tonnes (-2% compared to Q1 and -1% compared to Q2 2024).
The volume of Tissue sales was 58 thousand tonnes (-5% vs. Q1 and +4% compared to Q2 2024). The integration of the Navigator Tissue UK business in May 2024 helped to sustain year-on-year growth.
Given the strong uncertainty over the evolution of tariffs in the US, the company decided at the beginning of April to preventively increase stocks in this market, deducting around 10 million euros from potential sales in the quarter.
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HIGHLIGHTS IN 2025 (VS. 2024)
- In the first half of 2025, Secil's revenue amounted to 365.7 million euros, 5.8% over that of the corresponding previous period, which translated into an increase of 19.9 million euros.
- Such increase was largely driven by positive developments in the Tunisian and Lebanese markets. The foreign exchange variation of several domestic currencies had a negative effect of about 9.3 million euros on Secil's revenue, stemming in particular from the depreciation of the Brazilian Real.
REVENUE BREAKDOWN BY COUNTRY
Note: Other includes Angola, Trading, Other and Eliminations.
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- Consolidated EBITDA amounted to 94.4 million euros, i.e. up by 17.9 million euros (+23.4%) compared to the previous year.
- This was positively affected by all main geographies, but above all Portugal and Brazil.
EBITDA BREAKDOWN BY COUNTRY
Note: Other includes Angola, Trading, Other and Eliminations.
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INTERIM REPORT | H1 2025
LEADING BUSINESS INDICATORS
| IFRS - accrued amounts (million euros) | H1 2025 | H1 2024 | Var. | Q2 2025 | Q2 2024 | Var. |
|---|---|---|---|---|---|---|
| Revenue | 365.7 | 345.8 | 5.8% | 194.1 | 182.6 | 6.3% |
| EBITDA | 94.4 | 76.5 | 23.4% | 55.4 | 41.7 | 32.9% |
| EBITDA margin (%) | 25.8% | 22.1% | 3.7 p.p. | 28.5% | 22.8% | 5.7 p.p. |
| Depreciation, amortisation and impairment lossesProvisions | (28.8)(4.7) | (27.3)(2.8) | -5.5%-68.1% | (14.2)(2.9) | (14.0)(1.7) | -2.0%-76.8% |
| EBIT | 61.0 | 46.4 | 31.3% | 38.2 | 26.0 | 46.7% |
| EBIT margin (%) | 16.7% | 13.4% | 3.2 p.p. | 19.7% | 14.3% | 5.4 p.p. |
| Income from associates and joint ventures | 0.2 | (0.1) | 373.4% | 0.1 | (0.1) | 167.1% |
| Net financial results | (15.9) | (13.9) | -14.4% | (8.2) | (5.7) | -42.6% |
| Net monetary position | - | - | - | - | - | - |
| Profit before taxes | 45.3 | 32.5 | 39.4% | 30.1 | 20.2 | 48.9% |
| Income taxes | (9.3) | (4.2) | -121.6% | (3.4) | 1.2 | -378.9% |
| Net profit for the period | 36.0 | 28.3 | 27.2% | 26.7 | 21.4 | 24.7% |
| Attributable to Secil shareholders | 35.7 | 28.6 | 24.8% | 26.1 | 21.4 | 22.4% |
| Attributable to non-controlling interests (NCI) | 0.3 | (0.3) | 193.2% | 0.6 | 0.1 | 811.7% |
| Cash flow | 69.5 | 58.4 | 19.0% | 43.9 | 37.1 | 18.5% |
| Free Cash Flow | 24.5 | 24.8 | -1.0% | 29.7 | 21.9 | 35.3% |
| 30/06/2025 | 31/12/2024 | |||||
| Equity (before NCI) | 441.6 | 407.1 | ||||
| Interest-bearing net debt | 271.5 | 305.7 | ||||
| Lease liabilities (IFRS 16) | 38.9 | 38.2 | ||||
| Total | 310.3 | 343.8 |
Note: Figures for business segment indicators may differ from those presented individually by each Group, as a result of consolidation adjustments.
LEADING OPERATING INDICATORS
| in 1 000 t | H1 2025 | H1 2024 | Var. | Q2 2025 | Q2 2024 | Var. |
|---|---|---|---|---|---|---|
| Annual cement production capacity | 10 279 | 10 279 | 0.0% | 10 279 | 10 279 | 0.0% |
| Production | ||||||
| Clinker | 2 070 | 1 705 | 21.4% | 1 090 | 921 | 18.4% |
| Cement | 2 859 | 2 556 | 11.9% | 1 528 | 1 345 | 13.6% |
| Sales | ||||||
| Cement and Clinker | ||||||
| Grey cement | 2 794 | 2 474 | 13.0% | 1 532 | 1 357 | 12.9% |
| White cement | 33 | 35 | -6.9% | 16 | 18 | -9.3% |
| Clinker | 19 | 0 | - | 10 | 0 | - |
| Other Building Materials | ||||||
| Aggregates | 2 432 | 2 491 | -2.4% | 1 274 | 1 235 | 3.1% |
| Mortars | 167 | 165 | 0.7% | 87 | 86 | 1.0% |
| in 1 000 m3 | ||||||
| Ready-mix | 985 | 962 | 2.4% | 523 | 503 | 3.9% |
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PORTUGAL
The Bank of Portugal (Economic Bulletin, June 2025) reviewed significantly downwards the growth projection for 2025, from 2.3% to 1.6%. The downward review reflects the slowdown in external demand due to the deterioration in the international context, the slower implementation of the RRP and still tight financial conditions, despite some stabilisation of monetary policy by the ECB.
The construction sector continues to be very dynamic. According to the publication by the INE on "Production, Employment and Wage Indices in Construction", in May 2025 the index of construction production was up 2.1% year on year, as a result of the expansion of the Construction (2.8%) and Civil Engineering (1.2%) segments. Cement consumption in Portugal in the first half of 2025 is estimated to have been similar to the figure in the same period in the previous year. The monthly trend has been rather irregular; June grew around 4%, which made up for the falls in previous months.
In the first half of 2025, the revenue of combined operations in Portugal stood at 230.5 million euros, i.e. down by 0.8% from the same period in 2024.
Revenue of the Cement business decreased 3.5%, due to the reduction in volumes sold (-7.5%), although this was partially offset by the positive trend in average prices.
Exports, including to Secil terminals, dropped significantly by 37.4% stemming from the sharp reduction in volumes sold (-38.6%), despite a slight increase in average prices.
In the other business units with operations based in Portugal (Ready-mix concrete, Aggregates and Mortars), revenue in 2024 was up by 4.9% year on year (+5.4 million euros), explained essentially by the increase in Aggregates and Mortars volumes sold and the positive change in average prices in all segments.
The EBITDA of activities in Portugal amounted to 68.2 million euros, representing a growth of +18.4% year on year.
The EBITDA of the Cement business unit came in with 65.6 million euros, up by significant amount on the figure recorded in the same period in the previous year (53.5 million euros). Such improvement is essentially the result of lower production costs and the sale of CO₂ licences worth 5.0 million euros, which more than offset the decrease in revenue. The lower costs already reflect efficiency gains associated with the CCL - Clean Cement Line project, namely by increasing the use of alternative fuels and improving the energy performance of the production line.
In addition, it should be noted that the same period in 2024 was negatively affected by operational constraints resulting from the planned shut down in the 2nd quarter and positively by the sale of assets in Spain (Asturias quarry), which generated capital gains of 3.4 million euros.
All activities at the Terminals recorded EBITDA of 7.7 million euros in the first half of 2025, which represents growth of 5.0% on the 7.3 million euros obtained in the same period of the previous year. Such positive development was underpinned by a reduction in operating costs, since revenue fell by 7.8%.
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The overall performance of building materials translated into an EBITDA of 13.2 million euros, slightly down on the figure recorded in the same period in the previous year (13.5 million euros). This variation is due to the poor performance of the Concrete segment, whose EBITDA fell by 65.2%, which contrasts with growth of around 7% in the Aggregates and Mortars segments. The intense competitive pressure in the sector continues to condition the recovery of operating margins.
BRAZIL
Note: Average exchange rate EUR-BRL 2024 = 5.4958 / Average exchange rate EUR-BRL 2025 = 6.2915
According to the latest figures from SNIC - the National Cement Industry Union -, cement consumption in Brazil accumulated growth of 4.6% in the first five months of 2025, compared to the same period last year. Sales in the 1st quarter rose by 5.9%, up to around 15.6 million tonnes, the best performance for this period since 2015. Such good performance was reinforced in May (+6.5% year on year), confirming the recovery trend after a slight downturn in April.
In line with this market trend, the Brazil Cement segment grew 13% in volumes sold compared to the same period last year. This performance reflects the stronger dynamics of domestic demand and the operational response capacity of the Adrianópolis plant, which is already benefiting from improvements associated with the modernisation of the furnace under the Revamp project, completed in 2024. However, the average price in euros fell by 8%, penalised by the sharp depreciation of the Brazilian Real. The Concrete business was also up by 11%, although prices in euros dropped 12%, equally penalised by the exchange rate effect.
Revenue of all operations in Brazil totalled 61.2 million euros, representing a growth of 1.3 million of euros in relation to the same period in 2024. This figure includes a significant negative exchange rate impact of 8.9 million euros due to the depreciation of the Brazilian Real.
In the 1st half of 2025, EBITDA from activities in Brazil totalled 19.8 million euros, which, compared to 16.5 million euros in the same period last year, represents growth of +20.4%, despite the negative impact of the currency depreciation, amounting to -2.9 million euros. In addition to the higher sales volume of cement and concrete, the performance reflects the positive effect of the reduction in variable production costs, especially thermal energy and raw materials, in addition to the first operating gains from the revamping of the Adrianópolis plant.
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LEBANON
Note: Exchange rate EUR-LBP 2024 = 96 776.4 / Note: Exchange rate EUR-LBP 2025 = 97 850.4
Despite the efforts made by political forces to stabilize the situation, Lebanon continues to face a severe economic, financial and social crisis, which has been lingering since 2019. In addition, persistent power cuts continue to significantly jeopardise Secil's operations in the country, affecting the stability of industrial production.
In the first half of 2025, revenue amounted to approximately 30.8 million euros, up by around 8.8 million euros against the previous year.
The revenue of the Cement segment escalated 41%, reflecting the combined effect of 38% increase in volumes sold and average selling price in euros that is 3% higher. The Concrete segment also performed very well, as revenue grew 50%. Such variation is the result of an escalation in volumes sold (+80%), which offset the fall in average prices in euros (- 18%).
The EBITDA generated from operations in Lebanon stood at 1.3 million euros, up by 1.9 million euros in relation to the same period last year.
Although activity remains constrained on production issues associated with frequent power cuts, there was an improvement compared to the first half of 2024, namely due to the reduction in the need to use clinker from abroad.
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TUNISIA
Note: Average exchange rate EUR-TND 2024 = 3.3752 / Average exchange rate EUR-TND 2025 = 3.3523
Tunisia continues to face significant challenges, including high external and fiscal deficits, rising public debt and insufficient economic growth for bringing down unemployment levels, particularly among young people. The persistent climate of social instability may deteriorate further under the growing pressure of trade union demands. The government deficit is reflected in the slowdown in public works, while the property sector continues to endure financing difficulties, largely associated with the fragility of the banking system, with direct impacts on building activity. Furthermore, the side effects of the war in Ukraine and domestic political instability have made the economic context of the country worse.
The domestic cement market has continued on a downward path, at an estimated rate of around 15% in the first half of 2025 compared to the same period last year. The sector is still subject to very intense competition, arising from excess installed capacity.
In the first six months of 2025, revenue went up +42.8% year-on-year, standing at 39.7 million euros.
Revenue in the Tunisia Cement segment rose significantly by 50% to 38.2 million euros in the first half of 2025, compared to 25.5 million euros in the same period of 2024.
Volumes sold to the domestic market grew 17.3%, while average prices in euro was down the small amount of 0.7%. On the foreign market, the volumes sold rose sharply by 208%, while the average price fell by 6.5%.
The revenue of Concrete segment escalated 15% year on year, reflecting the combined effect of a 14% increase in volumes sold and average selling price 1% higher in euros.
The positive developments in revenue, alongside lower production costs, helped Tunisia to generate an EBITDA of 5.1 million euros, 2.4 above that generated in the 1st half of the previous year.
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SUMMARY OF SECIL'S FINANCIAL ACTIVITY
Secil's net financial results was down by 2.0 million euros over the same period in the previous year, from -13.9 million euros in 2024 to -15.9 million euros in 2025. The poorer performance is mainly the result of an increase in foreign exchange losses associated with loans, impacted by the depreciation of the US dollar. In addition, net financial costs were up both in Portugal, due to the increase in net debt in this geography, and in Brazil, reflecting the effect of the rise in the CDI interest rate.
Net income attributable to Secil's shareholders amounted to 35.7 million euros, i.e. 7.1 million euros higher than in the same period of 2024, as a result of the increase in EBITDA.
In the 1st half of 2025, Secil invested 31.6 million euros in fixed assets (vs. 34.6 million euros in the same period of the previous year) of which we highlight the investments in the plant in Maceira, helping to enhance the energy efficiency in cement business in Portugal and energy self-consumption projects in Lebanon.
SECOND QUARTER OF 2025 VS. SECOND QUARTER OF 2024
In the 2nd quarter of 2025, consolidated EBITDA increased by 13.7 million euros compared to the same period last year, representing a positive variation of 32.9%. This was sustained above all by the contributions of Portugal (+9.5 million euros) and Brazil (+3.0 million euros), with an additional boost from Lebanon (+1.6 million euros). In the opposite direction, Tunisia recorded a reduction, due to the fact that EBITDA for the second quarter of 2024 was affected by compensation from the insurance claim of around 2 million euros resulting from the accident reported at the end of 2023.
In Portugal, EBITDA growth of 9.5 million euros was mainly driven by the cement business. This performance reflects the positive effect of the sale of CO₂ licences (5.2 million euros) and the improvement in operations, taking into account that the 2nd quarter of 2024 was negatively impacted by constraints on production due to a planned shut down in that period. The Building Materials and Terminals businesses, on the other hand, maintained similar levels to the same period last year. It should be noted that the 2nd quarter of 2024 also benefited from the one-off effect of the sale of the Asturias quarry (in Spain), which generated a capital gain of 3.4 million euros.
In Brazil, the increase in EBITDA of 3.0 million euros resulted essentially from the growth in cement revenue stemming from 12.9% increase in volumes sold, due to the sustained recovery of the market and the delivery capacity of the local industrial operation.
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2.4. OVERVIEW OF OTHER BUSINESS ACTIVITY1
HIGHLIGHTS IN 2025 (VS. 2024)
• In the first half of 2025, revenue amounted to approximately 53.2 million euros, up by around 25.4 million euros against the previous year. It should be noted that these figures in 2025 already include the operations by Barna, which was purchased by ETSA in January 2025.
• EBITDA totalled around 6.9 million euros, up by around 4.6 million euros compared to the same period last year, explained by the positive evolution of ETSA's performance, both in the business before the acquisition and after the acquisition of Barna and Triangle's.
H1 2024 H1 2025
208.7%
8.0% 12.9%
Million Euros
1 Other Business includes Triangle's and ETSA's business.
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LEADING BUSINESS INDICATORS
| IFRS - accrued amounts (million euros) | H1 2025 | H1 2024 | Var. | Q2 2025 | Q2 2024 | Var. |
|---|---|---|---|---|---|---|
| Revenue | 53.2 | 27.8 | 91.6% | 25.8 | 11.9 | 116.5% |
| EBITDA | 6.9 | 2.2 | 208.7% | 1.8 | 0.8 | 126.7% |
| EBITDA margin (%) | 12.9% | 8.0% | 4.9 p.p. | 6.8% | 6.5% | 0.3 p.p. |
| Depreciation, amortisation and impairment lossesProvisions | (8.4)- | (7.5)- | -11.1%- | (4.2)- | (3.6)- | -19.0%- |
| EBIT | (1.5) | (5.3) | 71.9% | (2.5) | (2.8) | 11.0% |
| EBIT margin (%) | -2.8% | -19.1% | 16.3 p.p. | -9.6% | -23.4% | 13.8 p.p. |
| Net financial results | (0.5) | (0.4) | -23.8% | (0.2) | (0.2) | -15.2% |
| Profit before taxes | (2.0) | (5.7) | 65.2% | (2.7) | (3.0) | 9.3% |
| Income taxes | (0.2) | 1.8 | -109.0% | 0.2 | 0.9 | -72.9% |
| Net profit for the period | (2.1) | (3.9) | 44.6% | (2.5) | (2.1) | -17.8% |
| Attributable to Other business shareholders | (2.2) | (3.8) | 41.4% | (2.5) | (2.1) | -21.4% |
| Attributable to non-controlling interests (NCI) | 0.1 | (0.1) | 272.8% | 0.1 | (0.0) | 441.6% |
| Cash flow | 6.2 | 3.6 | 70.4% | 1.8 | 1.5 | 20.8% |
| Free Cash Flow | (43.7) | 4.3 | <-1000% | (1.8) | 4.0 | -143.8% |
| 30/06/2025 | 31/12/2024 | |||||
| Equity (before NCI) | 195.9 | 146.6 | ||||
| Interest-bearing net debt | 11.5 | 19.3 | ||||
| Lease liabilities (IFRS 16) | 1.4 | 1.1 | ||||
| Total | 12.9 | 20.4 |
Note: Figures for business segment indicators may differ from those presented individually by each Group, as a result of consolidation adjustments.
In the first half of 2025, revenue amounted to approximately 53.2 million euros, up by around 25.4 million euros against the previous year.
The trend reflects the hike in ETSA's revenue due to the acquisition of Barna in January 2025, and the growth in ETSA's business on a like-for-like basis, in volumes and price of class 3 fats, and more services rendered, due to enhanced collection under some types of services provided by ETSA.
In the first six months of 2025, the revenue of Triangle's increased compared to the same period last year, thanks to positive developments in the average sales price, with exports to Europe accounting for 99% of the total.
EBITDA totalled around 6.9 million euros, which represented an increase of around 4.6 million euros compared to the same period last year, explained essentially by the escalation in ETSA's and Triangle's revenue, but also by higher other operating income.
The EBITDA margin stood at 12.9%, up by around 4.9 p.p. from the margin for the same period of 2024.
Net financial results were down to -0.5 million euros, largely as a result of the increase in debt after the acquisition of Barna by ETSA.
In the 1st half of 2025, the net profit attributable to the shareholders of this business segment was -2.2 million euros, amounting to an increase of 1.6 million euros compared to the same period last year, fundamentally due to the rise in EBITDA and the greater weight of income taxes.
Investment in fixed assets in H1 2025 amounted to 8.6 million euros, 3.9 million euros of which from ETSA, reflecting the construction of the new plant in Coruche, which is designed to manufacture a range of premium products that are substantially higher end than the current production, stemming from strong investment in innovation, called ETSA ProHy. Triangle's capacity to manufacture e-bike frames has grown.
In late January 2025, ETSA completed the acquisition of Barna, one of Spain's market leaders in the collection and processing of fish by-products, which currently has more than 120 employees and processes more than 50 thousand
{24}------------------------------------------------
tonnes of fish by-products a year at its two plants in the Basque Country and Andalusia. Its commitment to products with high nutritional value, such as protein hydrolysates of marine origin, is in line with ETSA's strategy to innovate and increase the value of its sustainable ingredients, used to produce pet food, fertilisers and biofuels, among others. The acquisition represents a strategic milestone for ETSA, reinforcing its commitment to innovation, quality and respect for the local communities.
SECOND QUARTER OF 2025 VS. SECOND QUARTER OF 2024
In the 2nd quarter of 2025, revenue amounted to 25.8 million euros, a variation of 116.5% compared to the same period last year, as a result of the incorporation of Barna, the growth of ETSA's business on a like-for-like basis and an increase in Triangle's revenue.
EBITDA totalled around 1.8 million euros, which represented an increase of around 1.0 million euros compared to the same period last year, essentially stemming from higher revenue at ETSA and Triangle's.
The EBITDA margin stood at 6.8%, up by around 0.3 p.p. from the margin for the same period of 2024.
2.5. OVERVIEW OF SEMAPA NEXT ACTIVITY
In the first half of 2025, the follow-ons carried out at kencko and Flecto stood out.
Furthermore, Semapa Next continued to analyse several investment opportunities in technology companies that are in the Series A and Series B stage, actively monitoring its portfolio.
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3 SEMAPA GROUP – FINANCIAL AREA
3.1. INDEBTEDNESS
NET DEBT
On 30 June 2025, consolidated net debt stood at 1 137.3 million euros, representing an increase of around 45.6 million euros over the figure ascertained at the close of 2024. Including the effect of IFRS 16, net debt would have been 1 286.1 million euros, 42.9 million euros above the figure at the end of 2024. Besides the operating cash flow generated, these variations are explained by:
- Navigator: +58.4 million euros, including investments in fixed assets of about 93.6 million euros and distribution of 100 million euros in dividends in January;
- Secil: -34.2 million euros, including investments in fixed assets of around 31.6 million euros;
- Other Business: -7.8 million euros, including 33.5 million euros in financial investments and investments in fixed assets of around 8.6 million euros. Semapa carried out two capital increases in the 1st half of 2025: (i) 33.5 million euros in ETSA and (ii) 18 million euros in Triangle's; and,
- Holdings: +29.2 million, including the financial investment of 1.9 million euros made by Semapa Next, payment of 50 million euros dividends in June, dividends received (Navigator: 70 million euros), and two capital increases in its subsidiaries totalling 51.5 million euros (ETSA: 33.5 million euros and Triangle's: 18 million euros).
As at 30 June 2025, total consolidated cash and cash equivalents amounted to 329.9 million euros. The Group also has committed and undrawn credit facilities, thus ensuring a strong liquidity position.
The Semapa Group has taken important steps in sustainable finance in the past years, by seeking financing options directly linked to compliance with sustainable development objectives or ESG – Environmental, Social and Governance performance indicators. The Semapa Group's green debt at the end of June 2025 accounted for around 49% of all debt (vs. 47% at the end of 2024) and 66% of the total used (vs. 59% by the end of 2024).
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3.2. NET PROFIT
Net profit attributable to Semapa shareholders was 89.5 million euros, which represents a decrease of 42.3 million euros against the same month of the previous year, due essentially to the combined effect of the following factors:
- EBITDA down by 60.7 million euros reflects a reduction in the Pulp and Paper segment in part offset by the rise in the EBITDA of Cement and Other Business;
- Increase of 11.6 million euros in depreciation, amortisation and impairment losses;
- Income from associates and joint ventures was 3.0 million euros, 1.2 million euros more vis-à-vis the previous year. This item includes part of the results of UTIS2 , which is a 50/50 joint venture3 between Semapa and Ultimate Cell;
- Deterioration in net financial results by about 9.2 million euros. The 1st half of 2024 included a one-off exchange rate effect (non-cash) of 4.3 million euros;
- Corporate income tax was down by approximately 15.1 million euros chiefly owing to less profit before taxes.
2 UTIS is a company that develops disruptive technology for optimising internal and continuous combustion processes, thus helping to reduce companies' ecological footprint and energy costs.
3 UTIS is a 50/50 joint-venture between Semapa and Ultimate Cell. As it is a "Joint Venture" under the IFRS (interests split 50/50), it is accounted for in the financial statements of Semapa (consolidated and separate) using the equity method (not incorporated "line by line") in Semapa's consolidated accounts. Thus, 50% of the results of this JV is entered in Semapa's profit and loss as "Income from associates and joint ventures", and the value of the investment is shown on the balance sheet under "Investment in associates and joint ventures".
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4 OUTLOOK
The global economy was presenting signs of stabilisation, with modest but sustainable growth. However, the external environment deteriorated as trade tensions escalate and uncertainty reaches high levels.
According to the April 2025 update of the World Economic Outlook (WEO), the global economy is expected to grow 2.8% (3.3% in January) in 2025, recovering to 3.0% in 2026. The downward review is mainly the result of the announcement of trade tariffs in the United States and the uncertain environment. Global inflation is expected to fall, albeit at a slower pace than previously estimated, to 4.3% in 2025 and 3.6% in 2026.
In the Euro Area, growth has also been adjusted downwards, from 1.0 to 0.8% in 2025, and to 1.2% in 2026. Global factors, such as trade tensions and high tariffs, alongside the geopolitical atmosphere in Europe weaken consumer and business confidence, with a direct impact on investment and domestic consumption.
In Portugal, recent projections by the Bank of Portugal (June 2025) point to GDP growth of 1.6% in 2025, reviewed downwards by 0.7 p.p. compared to the March projections (2.3%). Growth expectations for 2026 and 2027 are 2.2% and 1.7%, respectively. Inflation is expected to converge to 1.9% in 2025, in line with the trend in the Euro Area, and the unemployment rate will remain at 6.4%. The downward review mainly reflects the impact of trade tensions and global uncertainty, partially offset by better financial conditions, more effective implementation of EU funds and a resilient labour market. Investment is expected to accelerate in 2025-2026, and to slow down in 2027 as we draw towards the end of the RRP.
NAVIGATOR
Global trade is facing growing instability, aggravated by rising protectionism, intensifying tension between economic blocs and escalating geopolitical conflicts in the Middle East and Eastern Europe. The unpredictability of US trade policy is compounding the risks, and is already slowing down global economic growth. This context has contributed to a decrease in consumption in several markets and depreciation of the US dollar, penalising exporting companies like Navigator, which trade their products in dollars in more than 100 countries outside the Euro Area.
Given the volatility introduced by the new US administration's trade policies, it is still early to anticipate the exact full impact of such measures on foreign trade. The European market has been informed that the deadline for concluding US trade agreements with its international partners was postponed to 1 August, and is threatening to apply tariffs of 30%, compared to 10% as announced earlier.
As far as the UWF paper market is concerned, the US is not self-sufficient and will have to continue importing some of the products it needs. North America as a whole (USA and Canada) has an overall deficit in the production of these papers, which was recently made worse by the closure of the largest mill (350 thousand tonnes) of the 3rd largest North American producer, deteriorating further the North American structural deficit, which is estimated at around 800 – 1 100 thousand tonnes.
As a result, the need for imports into the US will have to continue to be met by the few countries in the world that have the capacity to respond to the specifications of the demanding US market, some of which are in Europe and Latin America. As far as Latin America is concerned, producers are under threat of higher tariffs than those currently announced for Europe. On the other hand, by possibly focusing more on their domestic market the US will also unlock opportunities in their current export markets.
China and Indonesia, two producing countries which currently pay high anti-dumping duties and sell relatively small volumes to the US, should play a minor role in this regard, as their footprint in the US market is small; therefore, they will not feel the need to repatriate large volumes of exports.
Despite the complexity of the current situation, the UWF market is also looking out for new opportunities in different geographies. The announcements by Mexico of duties on Asian volumes and by Colombia on volumes from Brazil continue to protect and boost Navigator's sales in these markets, reinforcing its competitiveness and presence in the region.
Regardless of the global end scenario, Navigator continues to consolidate its competitiveness and reinforce a resilient, integrated and forward-looking strategy. In this context, Navigator's determination and vision has it developing concrete
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and structured actions for sounder operations, higher efficiency gains and commercial agility, preparing itself to manage the sector's challenges and opportunities with confidence.
Maintaining its focus on the excellence of its operations, the company has implemented new internal programmes aimed at protecting its results on several fronts in this uncertain framework, namely programmes for the:
- o Optimisation and reduction of variable costs, by optimising specific consumption of raw materials and by-products, through strategic negotiations with these suppliers, and logistics. In this context, stronger focus on Iberian wood will also help to promote local and sustainable sourcing.
- o Reduction in fixed costs, in particular by restricting new admissions and optimising operating costs.
- o Reliability at Pulp and Paper mills and productive availability of equipment, namely by speeding up the implementation of the Asset Performance Management (APM) system and executing specific action plans to strengthen teams and improve systems for asset management, maintenance and reliability.
- o At the same time, the investment plan schedule was reviewed: these projects were streamlined by around 40 million euros in 2025, while projects under the RRP and those that guarantee higher rates of return were prioritised.
Finally, alongside the commercial and market diversification strategy, business diversification and innovation in new products remain strategic pillars, with special emphasis on the Tissue and Packaging segments, whose growth potential remains at high levels.
The agility and flexibility of Navigator's teams in the integrated management of all operations, from the forest to the markets, and including Navigator's industrial units, as well as the company's sound financial stance, reinforce the company's ability to face the challenges of the present and prepare for the future with confidence. We are confident that all of the above, alongside sustained development focusing on diversifying Navigator's activity base, will help make Navigator's business model more resilient and sustainable.
SECIL
In Portugal, the Association of Construction and Public Works Industrialists (AICCOPN) expects growth of the construction sector to accelerate by 3-5% in 2025. The housing segment is expected to grow between 1.5 and 3.5%, supported by positive indicators, such as 1.7% more new houses built and 12% increase in the median price of houses used for bank appraisals, which reflects sustained robust demand and rising prices.
Prices of non-residential buildings, on the other hand, are expected to grow more modestly between 0 and 2%, influenced by some economic uncertainty and the still timid recovery in private business investment. The most dynamic segment in the sector is foreseeably civil engineering, which is expected to grow between 5 and 7%, driven by growing public investment, especially in the context of funding from the RRP and the Portugal 2030 programme.
Secil is evaluating potential investment opportunities, with an emphasis on the decarbonization of its industrial processes and R&D in products and solutions in the sectors in which it operates, and its classification within the scope of the PRR is currently under analysis.
Secil continues implementing the ProFuture - CCL Maceira project, which includes key measures to increase energy efficiency and strengthen the use of alternative fuels. Together with initiatives already implemented, these measures will reduce greenhouse gas emissions, with emissions intensity per tonne of clinker at the end of the project being approximately 20% below the industry benchmark. By the end of the project, the intensity of emissions will be around 20% below the sector's benchmark per tonne of clinker. In addition, an overall reduction in energy consumption of around 20% is expected. The low carbon clinker resulting from this process will enable the Company to respond competitively to requests for "green procurement" on the market.
After growing at the rate of 3.9 % in 2024, SNIC expects Brazil to expand at a slower pace in 2025. This can be explained by the following factors: an economic scenario marked by fiscal uncertainties on the part of the government, higher than expected inflation and interest rates on an upward trajectory.
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According to the World Economic Outlook (WEO), published in April 2025, the IMF expects Brazilian economy to grow by 2.0% in 2025 and 2.0% in 2026. The April WEO presents inflation at 5.3% for 2025, falling to 4.3% in 2026, and gradually converging to 3% by the end of 2027.
Concerning Lebanon, the IMF continues not to release future growth projections in the World Economic Outlook (April 2025), due to the "exceptionally high degree of uncertainty" in the country.
Despite the ceasefire agreement, implemented in November 2024 between the Government of Lebanon, Israel and Hezbollah, although it remains officially in force, isolated episodes of tension continue to occur. The election of the new president and the appointment of the new government early this year marked a decisive step towards the return to institutional normality. The new executive has adopted financial and bank reforms in line with IMF requirements, which facilitated allocation by the World Bank of 250 million dollars for energy emergencies. Political stability and the implementation of structural reforms are key to recovering the Lebanese economy in 2025.
Secil is following closely developments in the country in the hope that the new leaders can lead Lebanon towards stability and sustainable growth.
To mitigate the power cuts, Secil is investing in power generation projects to restore normal operations. These projects are expected to come on stream in the 3rd quarter of 2025.
The IMF in its World Economic Outlook, published in April 2025, expects the GDP of Tunisia to grow 1.4% in 2025 and 1.4% in 2026. Inflation in 2025 is 6.1% (below the figure in 2024, which was 7.0%), rising to 6.5% in 2026. In April 2025, year-on-year inflation slowed down to 5.6%, according to the National Institute of Statistics of Tunisia.
OTHER BUSINESS
The year 2025 began with the acquisition by ETSA of Barna, an Iberian leader in the fish processing sector. The two state-of-the-art industrial units of Barna transform marine by-products into high quality meal, hydrolysates and oils, in line with the principles of sustainability and the circular economy. The acquisition represents a strategic milestone for ETSA, reinforcing its commitment to innovation, quality and respect for the local communities.
Despite the aforementioned risks of the evolution of the world economy previously mentioned, ETSA looks to the future with confidence due to its continued commitment for high added-value products to be placed on the international market. Consequently, about 66.5% of the overall accumulated revenue of ETSA at 30 June 2025 resulted from the sales and delivery of services abroad and the new production plant in Coruche called ETSA ProHy in construction, reflecting strong investment in innovation, is expected to open in the coming month of September.
Triangle's is getting ready for market recovery, but is aware of the challenges that 2025 will bring. In the first few weeks of the year, it was awarded two models from an important customer for immediate production and a new platform for 2026. Which reflects its commitment to innovation, flexibility and quality in the production of more complex frames.
Triangle's is strategically positioned to take advantage of this scenario, driven by the consolidation of its competitive advantages over the competition, based on four key factors: i) Location (near-shoring); ii) commitment to sustainability; iii) innovation and quality, standing out for its technical capacity to produce more complex, higher-value frames (such as full suspension) with higher margins; and iv) strategic partnerships with strong brands that reinforce its position in the premium market.
SEMAPA NEXT
In addition to the investments made, Semapa Next continued to analyse for 2025 various investment opportunities in technology companies that are in the Series A and Series B stage, actively monitoring its portfolio. The second half of 2025 is expected to be a very active time, with various opportunities in the pipeline.
5 EVENTS AFTER THE BALANCE SHEET DATE
Semapa completed on 28 July the acquisition of 100% of the share capital of Industrias Mecánicas de Extremadura S.A. ("Imedexa") from Spanish private equity firm GPF Partners.
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Imedexa, headquartered in Cáceres, Spain, is a company specialized in the design and manufacture of metal structures for electricity transmission and distribution infrastructure, as well as for other industrial applications. Founded in 1979, the company currently operates three production units located in Cáceres and Valladolid and has served more than 250 clients across over 50 countries.
In 2024, Imedexa recorded sales exceeding 100 million euros, approximately 75% of which for export markets. The company is distinguished by its engineering capabilities and its ability to execute large-scale projects and is a trusted supplier to the leading electricity transmission and distribution operators in Europe.
Semapa has acquired 100% of Imedexa's share capital for a consideration paid on this date of 148 million euros, plus an additional amount to be paid subject to the fulfilment of certain conditions.
The acquisition of Imedexa marks Semapa's first direct investment in a company headquartered outside Portugal and aligns with the Group's strategy of internationalization and diversification. This transaction strengthens Semapa's positioning in sectors with high growth potential and relevance to the energy transition. This acquisition represents a move into a new vertical identified in the strategic exercise carried out in 2022.
Lisbon, 31 July 2025
The Board
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FINANCIAL CALENDAR
| Date | Event |
|---|---|
| 31 October 2025 | First 9 months 2025 Results Announcement |
DEFINITIONS
EBITDA = EBIT + Depreciation, amortisation and impairment losses + Provisions
EBIT = Operating profit
Operating profit = Earnings before taxes, financial results and results of associates and joint ventures as presented in the Income Statement in IFRS format
Cash flow = Net profit for the period + Depreciation, amortisation and impairment losses + Provisions
Free Cash Flow = Variation in interest-bearing net debt + Variation in foreign exchange denominated debt + Dividends (paid-received) + Purchase of own shares
Interest-bearing net debt = Non-current interest-bearing debt (net of loan issue charges) + Current interest-bearing debt (including debts to shareholders) - Cash and cash equivalents
Interest-bearing net debt / EBITDA = Interest-bearing net debt / EBITDA of the last 12 months
DISCLAIMER
This document contains statements that relate to the future and are subject to risks and uncertainties that can lead to actual results differing from those provided in these statements. Such risks and uncertainties are due to factors beyond Semapa's control and predictability, such as macroeconomic conditions, credit markets, currency fluctuations and legislative and regulatory changes. Statements about the future made in this document concern only the document and on the date of its publication, therefore Semapa does not assume any obligation to update them. This document is a translation of a text originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
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PART 2 DECLARATION REQUIRED UNDER ARTICLE 29 J.1 C) OF THE SECURITIES CODE
{33}------------------------------------------------
DECLARATION REQUIRED UNDER ARTICLE 29 J.1 C) OF THE SECURITIES CODE
Article 29 J.1 c) of the Securities Code requires that each of the persons responsible for issuers make a number of declarations, as described in this article. In the case of Semapa, a standard declaration has been adopted, which reads as follows:
"I hereby declare, under the terms and for the purposes of Article 29 J.1 c) of the Securities Code that, to the best of my knowledge, the condensed financial statements of Semapa – Sociedade de Investimento e Gestão, SGPS, S.A., for the first half of 2025, were drawn up in accordance with the relevant accounting rules, and provide a true and fair view of the assets and liabilities, financial affairs and profit or loss of said company and other companies included in the consolidated accounts, and that the interim management report sets out faithfully the information required by Article 29 J.2 of the Securities Code."
As required by this rule, we provide below a list of the names of the people signing the declaration and their functions in the company:
| Name | Function |
|---|---|
| José Antônio do Prado Fay | Chairman of the Board of Directors |
| Ricardo Miguel dos Santos Pacheco Pires | Member of the Board of Directors |
| António Pedro de Carvalho Viana-Baptista | Member of the Board of Directors |
| Carlos Filipe Pires de Gouveia Correia de Lacerda | Member of the Board of Directors |
| Filipa Mendes de Almeida de Queiroz Pereira | Member of the Board of Directors |
| Lua Mónica Mendes de Almeida de Queiroz Pereira | Member of the Board of Directors |
| Mafalda Mendes de Almeida de Queiroz Pereira | Member of the Board of Directors |
| Paulo José Lameiras Martins | Member of the Board of Directors |
| Pedro Simões de Almeida Bissaia Barreto | Member of the Board of Directors |
| Maria da Luz Gonçalves de Andrade Campos | Chairman of the Audit Board |
| Jorge Manuel Araújo de Beja Neves | Member of the Audit Board |
| José Manuel Oliveira Vitorino | Member of the Audit Board |
{34}------------------------------------------------
PART 3 LIST OF QUALIFYING HOLDINGS
{35}------------------------------------------------
LIST OF QUALIFYING HOLDINGS, INDICATING THE NUMBER OF SHARES HELD AND THE CORRESPONDING PERCENTAGE OF VOTING RIGHTS, CALCULATED IN ACCORDANCE WITH ARTICLE 20 OF THE SECURITIES CODE (WITH REFERENCE TO THE DATE OF THIS REPORT):
| Holder | Attribution | No. Shares | % sharesand votingrights | % nonsuspendedvoting rights |
|---|---|---|---|---|
| Filipa Mendes de Almeida de Queiroz Pereira (Filipa Queiroz Pereira),Mafalda Mendes de Almeida de Queiroz Pereira (Mafalda Queiroz Pereira), andLua Mónica Mendes de Almeida de Queiroz Pereira (Lua Queiroz Pereira) | Jointly, through companies held directly and indirectly by them anddescribed below, in conjunction with the shareholders' agreementthey entered into in relation to their holdings in companies that ownshares of Semapa. | - | - | - |
| Target One Capital, S.A. | Controlled by Filipa Queiroz Pereira; holds 21.56% of the sharecapital of Sodim, SGPS, S.A. (Sodim) | - | - | - |
| Keytarget Investments - Consultoria e Investimentos, S.A. | Controlled by Mafalda Queiroz Pereira; holds 21.56% of Sodim'sshare capital | - | - | - |
| Premium Caeli, S.A. | Controlled by Lua Queiroz Pereira; holds 21.56% of Sodim's sharecapital | - | - | - |
| Sodim, SGPS, S.A. | Indirectly controlled by Filipa Queiroz Pereira, Mafalda QueirozPereira and Lua Queiroz Pereira; holds 100% of the share capital ofCimo - Gestão de Participações, SGPS, S.A.; direct ownership ofshares | 27 508 892 | 33.849% | 34.442% |
| Cimo - Gestão de Participações, SGPS, S.A. | Indirectly controlled by Filipa Queiroz Pereira, Mafalda QueirozPereira and Lua Queiroz Pereira and directly by Sodim; directownership of shares | 38 959 431 | 47.938% | 48.779% |
| Total: | 66 468 323 | 81.787% | 83.221% |
Semapa - Sociedade de Investimento e Gestão, SGPS, S.A. holds 1,400,627 own shares, corresponding to 1.723% of its share capital.
{36}------------------------------------------------
PART 4 INTERIM CONSOLIDATED FINANCIAL STATEMENTS
{37}------------------------------------------------
INTERIM CONSOLIDATED INCOME STATEMENT
| Amounts in Euro | Note | 1H 2025 | 1H 2024 |
|---|---|---|---|
| Revenue | 2.1 | 1,437,488,245 | 1,438,514,224 |
| Other operating income | 2.2 | 103,930,809 | 84,339,197 |
| Changes in the fair value of biological assets | 3.7 | 2,149,237 | 1,567,862 |
| Costs of goods sold and materials consumed | 2.3 | (584,570,002) | (565,032,497) |
| Changes in production | 2.3 | 6,606,098 | 11,998,126 |
| External services and supplies | 2.3 | (396,022,519) | (355,483,458) |
| Payroll costs | 7.1 | (178,905,101) | (164,406,941) |
| Other operating expenses | 2.3 | (72,288,159) | (72,371,198) |
| Net provisions | 9.1 | (905,567) | (2,528,216) |
| Depreciation, amortisation and impairment losses in non-financial assets | 3.6 | (127,635,434) | (115,989,254) |
| Operating profit/ (loss) | 189,847,607 | 260,607,845 | |
| Group share of (losses)/ gains of associates and joint ventures | 10.3 | 2,999,283 | 1,751,752 |
| Financial income and gains | 5.10 | 11,529,115 | 24,089,964 |
| Financial expenses and losses | 5.10 | (49,388,682) | (52,700,749) |
| Profit before income tax | 154,987,323 | 233,748,812 | |
| Income tax | 6.1 | (41,184,878) | (56,262,723) |
| Net profit for the period | 113,802,445 | 177,486,089 | |
| Attributable to Semapa's equity holders | 89,503,842 | 131,825,274 | |
| Attributable to non-controlling interests | 5.6 | 24,298,603 | 45,660,815 |
| Earnings per share | |||
| Basic earnings per share, Euro | 5.3 | 1.121 | 1.651 |
| Diluted earnings per share, Euro | 5.3 | 1.121 | 1.651 |
The Accompanying notes form an integral part of these interim consolidated financial statements.
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INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Amounts in Euro | Note | 1H 2025 | 1H 2024 |
|---|---|---|---|
| Net profit for the period before non-controlling interests | 113,802,445 | 177,486,089 | |
| Items that may be reclassified to the income statement | |||
| Hedging derivative financial instruments | |||
| Changes in fair value | 8,727,048 | 17,764,388 | |
| Tax effect | (880,207) | (3,698,458) | |
| Currency translation differences | (8,415,540) | (9,454,002) | |
| Other comprehensive income | (110,061) | 141,857 | |
| Items that may not be reclassified to the income statement | |||
| Reneasurement of post-employment benefits | |||
| Remeasurement | 7.2 | (2,077,729) | (988,936) |
| Tax effect | (87) | (148,594) | |
| Total other comprehensive income net of taxes | (2,756,576) | 3,616,255 | |
| Total comprehensive income | 111,045,869 | 181,102,344 | |
| Attributable to: | |||
| Semapa's equity holders | 89,678,931 | 130,736,641 | |
| Non-controlling interests | 21,366,938 | 50,365,703 | |
| 111,045,869 | 181,102,344 |
The Accompanying notes form an integral part of these interim consolidated financial statements.
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INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Amounts in Euro | Note | 30/06/2025 | 31/12/202 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 3.1 | 538,109,345 | 526,679,960 |
| ntangible assets | 3.2 | 689,616,267 | 599,968,983 |
| Property, plant and equipment | 3.3 | 2,064,702,169 | 2,027,202,490 |
| Right-of-use assets | 3.5 | 139,845,157 | 143,374,693 |
| Biological assets | 3.7 | 115,243,984 | 115,250,198 |
| Investments in associates and joint ventures | 10.3 | 47,629,865 | 44,755,540 |
| Investment properties | 3.9 | 394,046 | 400,303 |
| Other financial investments | 8.3 | 94,287,850 | 87,878,957 |
| Defined benefit plans | 7.2 | - | 1,347,31 |
| Non-current receivables | 4.2 | 12,906,889 | 25,850,45 |
| Deferred tax assets | 6.2 | 128,739,288 | 141,411,99 |
| 3,831,474,860 | 3,714,120,892 | ||
| Current assets | |||
| Inventories | 4.1 | 448,487,626 | 425,113,568 |
| Current receivables | 4.2 | 653,612,932 | 655,229,508 |
| Income tax | 6.1 | 35,262,274 | 33,024,224 |
| Cash and cash equivalents | 5.9 | 329,912,314 | 501,370,63 |
| 1,467,275,146 | 1,614,737,935 | ||
| Non-current assets held for sale | 3.8 | 1,008,000 | 1,008,000 |
| 1,468,283,146 | 1,615,745,935 | ||
| Total Assets | 5,299,758,006 | 5,329,866,827 | |
| EQUITY AND LIABILITIES | |||
| Capital and reserves | |||
| Share capital | 5.2 | 81,270,000 | 81,270,000 |
| Treasury shares | 5.2 | (15,946,363) | (15,946,363 |
| Currency translation reserve | 5.5 | (217,849,133) | (212,153,279 |
| Fair value reserves | 5.5 | 19,741,448 | 12,353,21 |
| Legal reserves | 5.5 | 16,695,625 | 16,695,62 |
| Other reserves | 5.5 | 1,709,796,404 | 1,527,058,68 |
| Retained earnings | 5.5 | (3,816,322) | (2,312,17 |
| Net profit for the period | 5.5 | 89,503,842 | 232,735,949 |
| Equity attributable to Semapa's equity holders | 1,679,395,501 | ||
| Non-controlling interests | 5.6 | 337,328,178 | 1,639,701,65 4 |
| Total Equity | 3.0 | 2,016,723,679 | 1,978,135,908 |
| · · | , , , | ||
| Non-current liabilities | |||
| Interest-bearing liabilities | 5.7 | 1,251,274,163 | 1,255,437,40 |
| Lease liabilities | 5.8 | 123,127,199 | 127,706,40 |
| Pensions and other post-employment benefits | 7.2 | 1,489,892 | 936,56 |
| Deferred tax liabilities | 6.2 | 274,805,188 | 284,681,99 |
| Provisions | 9.1 | 71,076,727 | 71,852,27 |
| Non-current payables | 4.3 | 185,240,094 | 189,028,28 |
| 1,907,013,263 | 1,929,642,93 | ||
| Current liabilities | |||
| Interest-bearing liabilities | 5.7 | 215,962,208 | 337,647,78 |
| Lease liabilities | 5.8 | 25,631,579 | 23,770,78 |
| Current payables | 4.3 | 1,052,988,739 | 993,214,138 |
| Income tax | 6.1 | 81,438,538 | 67,455,279 |
| = | 1,376,021,064 | 1,422,087,983 | |
| Total Liabilities | 3,283,034,327 | 3,351,730,919 | |
| Total Equity and Liabilities | 5,299,758,006 | 5,329,866,827 | |
| 4. 4 | -,,, | 3,323,000,027 |
The Accompanying notes form an integral part of these interim consolidated financial statements.
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INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Amounts in Euro | Note | Share Capital | Treasury Shares | Currencytranslation reserve | Fair valuereserve | Legalreserve | Otherreserves | Retainedearnings | Net profitfor the period | Total | Non-controllinginterests | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity as at 1 January 2025 | 81,270,000 | (15,946,363) | (212,153,279) | 12,353,211 | 16,695,625 | 1,527,058,683 | (2,312,172) | 232,735,949 | 1,639,701,654 | 338,434,254 | 1,978,135,908 | |
| Net profit for the period | - | - | - | - | - | - | - | 89,503,842 | 89,503,842 | 24,298,603 | 113,802,445 | |
| Other comprehensive income (net of taxes) | - | - | (5,695,854) | 7,388,237 | - | - | (1,517,294) | - | 175,089 | (2,931,665) | (2,756,576) | |
| Total comprehensive income for the period | - | - | (5,695,854) | 7,388,237 | - | - | (1,517,294) | 89,503,842 | 89,678,931 | 21,366,938 | 111,045,869 | |
| Appropriation of 2024 net profit for the period: | ||||||||||||
| - Transfer to retained earnings | - | - | - | - | - | 182,737,721 | - | (182,737,721) | - | - | - | |
| - Dividends paid | 5.4 | - | - | - | - | - | - | - | (49,998,228) | (49,998,228) | - | (49,998,228) |
| Dividends paid by subsidiaries to non-controlling interests | 5.6 | - | - | - | - | - | - | - | - | - | (22,475,694) | (22,475,694) |
| Total transactions with shareholders | - | - | - | - | - | 182,737,721 | - | (232,735,949) | (49,998,228) | (22,475,694) | (72,473,922) | |
| Other movements | - | - | - | - | - | - | 13,144 | - | 13,144 | 2,680 | 15,824 | |
| Equity as at 30 June 2025 | 81,270,000 | (15,946,363) | (217,849,133) | 19,741,448 | 16,695,625 | 1,709,796,404 | (3,816,322) | 89,503,842 | 1,679,395,501 | 337,328,178 | 2,016,723,679 | |
| Amounts in Euro | Share Capital | Treasury Shares | Currencytranslation reserve | Fair valuereserve | Legalreserve | Otherreserves | Retainedearnings | Net profitfor the period | Total | Non-controllinginterests | Total | |
| Amounts in Euro | Share Capital | Treasury Shares | translation reserve | reserve | reserve | reserves | earnings | for the period | Total | interests | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity as at 1 January 2024 | 81,270,000 | (15,946,363) | (198,301,800) | 9,114,768 | 16,695,625 | 1,334,549,502 | (463,433) | 244,507,409 | 1,471,425,708 | 335,031,713 | 1,806,457,421 | |
| Net profit for the period | - | - | - | - | - | - | - | 131,825,274 | 131,825,274 | 45,660,815 | 177,486,089 | |
| Other comprehensive income (net of taxes) | - | - | (10,598,366) | 10,165,060 | - | - | (655,327) | - | (1,088,633) | 4,704,888 | 3,616,255 | |
| Total comprehensive income for the period | - | - | (10,598,366) | 10,165,060 | - | - | (655,327) | 131,825,274 | 130,736,641 | 50,365,703 | 181,102,344 | |
| Appropriation of 2023 net profit for the period: | ||||||||||||
| - Transfer to retained earnings | - | - | - | - | - | 192,509,181 | - | (192,509,181) | - | - | - | |
| - Dividends paid | 5.4 | - | - | - | - | - | - | - | (49,998,228) | (49,998,228) | - | (49,998,228) |
| - Bonuses | - | - | - | - | - | - | 2,000,000 | (2,000,000) | - | - | - | |
| Acquisitions/Disposals to non-controlling interests | 5.6 | - | - | - | - | - | - | (4,076,061) | - | (4,076,061) | (1,971,252) | (6,047,313) |
| Dividends paid by subsidiaries to non-controlling interests | 5.6 | - | - | - | - | - | - | - | - | - | (45,336,407) | (45,336,407) |
| Total transactions with shareholders | - | - | - | - | - | 192,509,181 | (2,076,061) | (244,507,409) | (54,074,289) | (47,307,659) | (101,381,948) | |
| Other movements | - | - | - | - | - | - | (91,400) | - | (91,400) | (1,025) | (92,425) | |
| Equity as at 30 June 2024 | 81,270,000 | (15,946,363) | (208,900,166) | 19,279,828 | 16,695,625 | 1,527,058,683 | (3,286,221) | 131,825,274 | 1,547,996,660 | 338,088,732 | 1,886,085,392 |
The Accompanying notes form an integral part of these interim consolidated financial statements.
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INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
| Amounts in Euro | Note | 1H 2025 | 1H 2024 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Receipts from customers | 1,558,548,306 | 1,514,094,749 | |
| Payments to suppliers | (1,152,266,184) | (1,079,772,449) | |
| Payments to employees | (144,054,559) | (127,894,724) | |
| Cash flows from operations | 262,227,563 | 306,427,576 | |
| Income tax received/ (paid) | (27,760,966) | (5,476,006) | |
| Other receipts/ (payments) relating to operating activities | 23,034,198 | 11,990,283 | |
| Cash flows from operating activities (1) | 257,500,795 | 312,941,853 | |
| INVESTING ACTIVITIES | |||
| Inflows: | |||
| Financial investments | 26,354 | ||
| Property, plant and equipment | 1,160,983 | -4,917,334 | |
| Intangible assets | 5,150,160 | ||
| Government grants | 1,332,096 | -4,361,449 | |
| Interest and similar income | 961,707 | 759,739 | |
| Dividends of associates and joint ventures | 166,475 | 359,684 | |
| 8,797,775 | 10,398,206 | ||
| Outflows: | |||
| Investments in subsidiaries | 1.2 | (32,002,619) | (151,041,719) |
| Other financial investments | (1,753,521) | (18,814,325) | |
| Property, plant and equipment | (166,263,687) | (121,279,927) | |
| Intangible assets | (125,951) | (84,448) | |
| (200,145,778) | (291,220,419) | ||
| Cash flows from investing activities (2) | (191,348,003) | (280,822,213) | |
| FINANCING ACTIVITIES | |||
| Inflows: | |||
| Interest-bearing liabilities | 5.7 | 270,234,267 | 341,544,149 |
| Capital increases, additional capital contributions and issue premiums | 3,744 | - | |
| Other financing operations | 5.7 | 21,876,528 | 13,881,289 |
| 292,114,539 | 355,425,438 | ||
| Outflows: | |||
| Interest-bearing liabilities | 5.7 | (392,217,897) | (268,395,459) |
| Amortisation of finance lease agreements | 5.7 | (17,274,832) | (14,633,243) |
| Interest and similar expense | 5.7 | (33,459,957) | (32,753,726) |
| Dividends and Other reserves | 5.4 | (79,967,951) | (95,392,841) |
| Increase in equity interest in subsidiaries | - | (1,592,725) | |
| Other financing operations | 5.7 | (5,906,882) | (7,211,268) |
| (528,827,519) | (419,979,262) | ||
| Cash flows from financing activities (3) | (236,712,980) | (64,553,824) | |
| CHANGES IN CASH AND CASH EQUIVALENTS (1)+(2)+(3) | (170,560,188) | (32,434,184) | |
| Effect of exchange rate differences | (898,133) | (1,013,288) | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 5.9 | 501,370,635 | 281,156,727 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 5.9 | 329,912,314 | 247,709,255 |
The Accompanying notes form an integral part of these interim consolidated financial statements.
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| 1 INTRO | ODUCTI | ION | 44 |
|---|---|---|---|
| 1.1 | THE SEMAPA GROUP | 44 | |
| 1.2 | RELEVANT EVENTS OF THE PERIOD | 45 | |
| 1.3 | SUBSEQUENT EVENTS | 46 | |
| 1.4 | BASIS FOR PREPARATION | 47 | |
| 1.5 | STANDARDS, AMENDMENTS AND INTERPRETATIONS TO BE ADOPTED | 51 | |
| 1.6 | MAIN ESTIMATES AND JUDGEMENTS | 54 | |
| 2 OPER | ATIONA | AL PERFORMANCE | 55 |
| 2.1 | REVENUE AND SEGMENT REPORTING | 55 | |
| 2.2 | OTHER OPERATING INCOME | 61 | |
| 2.3 | OTHER OPERATING EXPENSES | 62 | |
| 3 INVES | STMEN | тs | 63 |
| 3.1 | GOODWILL | 63 | |
| 3.2 | INTANGIBLE ASSETS | 64 | |
| 3.3 | PROPERTY, PLANT AND EQUIPMENT | 68 | |
| 3.4 | GOVERNMENT GRANTS | 70 | |
| 3.5 | RIGHT-OF-USE ASSETS | 71 | |
| 3.6 | DEPRECIATION, AMORTISATION AND IMPAIRMENT LOSSES | 73 | |
| 3.7 | BIOLOGICAL ASSETS | 73 | |
| 3.8 | NON-CURRENT ASSETS HELD FOR SALE | 75 | |
| 3.9 | INVESTMENT PROPERTIES | 76 | |
| 4 WOR | KING C | APITAL | 76 |
| 4.1 | INVENTORIES | 76 | |
| 4.2 | RECEIVABLES | 78 | |
| 4.3 | PAYABLES | 79 | |
| 5 CAPIT | TAL STR | UCTURE | 81 |
| 5.1 | CAPITAL MANAGEMENT | ||
| 5.2 | SHARE CAPITAL AND THEASURY SHARES | 81 | |
| 5.3 | EARNINGS PER SHARE | 82 | |
| 5.4 | DIVIDENDS | 83 | |
| 5.5 | RESERVES AND RETAINED EARNINGS | 83 | |
| 5.6 | NON-CONTROLLING INTERESTS | 84 | |
| 5.7 | INTEREST-BEARING LIABILITIES | 85 | |
| 5.8 | LEASE LIABILITIES | 91 | |
| 5.9 | CASH AND CASH EQUIVALENTS | 92 | |
| 5.10 | NET FINANCIAL RESULTS | 92 | |
| 6 INCO | ME TAX | < | 93 |
| 6.1 | INCOME TAX FOR THE PERIOD | 93 | |
| 6.2 | DEFERRED TAXES | 96 | |
| 7 PAYR | OLL | 97 |
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| 7. | .1 | SHORT-TERM EMPLOYEE BENEFITS | 97 |
|---|---|---|---|
| 7. | .2 | POST-EMPLOYMENT BENEFITS | 99 |
| 8 FINANCIA | LIN | STRUMENTS | 104 |
| 8. | .1 | FINANCIAL RISK MANAGEMENT | 104 |
| 8. | .2 | DERIVATIVE FINANCIAL INSTRUMENTS | 111 |
| 8 | OTHER FINANCIAL INVESTMENTS | ||
| 8. | .4 | FINANCIAL ASSETS AND LIABILITIES | 114 |
| 9 PROVISIO | NS, | COMMITMENTS AND CONTINGENCIES | 116 |
| 9. | PROVISIONS | ||
| 9. | .2 | COMMITMENTS | 118 |
| 10 GROUP S | STRU | JCTURE | 119 |
| 10 | 0.1 | COMPANIES INCLUDED IN THE CONSOLIDATION SCOPE | 119 |
| 10 | CHANGES IN THE CONSOLIDATION SCOPE | ||
| 10 | 0.3 | INVESTMENT IN ASSOCIATES AND JOINT-VENTURES | 123 |
| 10 | 0.4 | TRANSACTIONS WITH RELATED PARTIES | 126 |
| 11 NOTE AD | DDE | FOR TRANSLATION | 127 |
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1 INTRODUCTION
The following symbols are used in the presentation of the Notes to the interim financial statements:
ACCOUNTING POLICIES
This symbol indicates the disclosure of accounting policies specifically applicable to the items in the respective Note.
ACCOUNTING ESTIMATES AND JUDGEMENTS
This symbol indicates the disclosure of the estimates and/or judgements made regarding the items in the respective Note. Significant estimates and judgements are indicated in Note 1.6.
REFERENCE
This symbol indicates a reference to another Note or another section of the Financial Statements were more information about the items disclosed is presented.
1.1 THE SEMAPA GROUP
The SEMAPA Group (Group) comprises Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. (Semapa), whose name has remain unchanged for the period, as well as that of its subsidiaries. Semapa, located at Av. Fontes Pereira de Melo, 14, 10º Piso, Lisboa was incorporated on 21 June 1991 and its corporate purpose is to manage holdings in other companies as an indirect form of performing economic activities. The Company has been listed on NYSE Euronext Lisbon since 1995 with ISIN PTSEM0AM0004 and LEI code 549300HNGOW85KIOH584.
Company: Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. Head Office: Av. Fontes Pereira de Melo, 14, 10º Piso, Lisboa | Portugal
Country: Portugal
Legal Form: Public Limited Company
Share Capital: Euro 81,270,000 TIN: 502 593 130 Parent company: Sodim, SGPS, S.A.
Semapa leads an Enterprise Group with activities in distinct business segments, namely, pulp and paper, cement and derivatives, and other businesses developed respectively through its subsidiaries The Navigator Company ("Navigator" or "Navigator Group") in the case of pulp and paper, Secil – Companhia Geral de Cal e Cimento, S.A. ("Secil" or "Secil Group") in the case of Cement and ETSA – Investimentos, SGPS, S.A. ("ETSA" or "ETSA Group") and Triangle's Cycling Equipments, S.A. (Triangle's) in the case of other businesses. Semapa also holds a venture capital business unit, carried out through its subsidiary Semapa Next, S.A., whose objective is to promote investments in start-ups and venture capital funds with high growth potential.
A more detailed description of the Group activity in each business line is disclosed in Note 2.1 – Revenue and segment reporting.
Semapa is included in the consolidation scope of Sodim – SGPS, S.A., which is its parent company.
In turn, Filipa Mendes de Almeida de Queiroz Pereira, Mafalda Mendes de Almeida de Queiroz Pereira and Lua Mónica Mendes de Almeida de Queiroz Pereira, by virtue of the combination of a shareholders' agreement relating to Sodim and their respective direct and indirect shareholdings in the share capital of this company, have joint control over Sodim and Semapa, each of them and Sodim being attributed, in accordance with the provisions of Article 20 of the Portuguese Securities Code, 83.221% of the non-suspended voting rights relating to shares representing the share capital of Semapa.
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1.2 RELEVANT EVENTS OF THE PERIOD
BUSINESS COMBINATIONS
Under IFRS 3 (Business Combinations), the acquirer must recognise and measure in its consolidated financial statements the assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. The difference between the acquisition price and the fair value of the assets and liabilities acquired gives rise to the recognition of goodwill or a gain resulting from a bargain purchase.
The fair value of the assets acquired and liabilities assumed is determined either internally or through independent external valuers, using the discounted cash flow method, replacement cost or other techniques for determining fair value, which are based on the use of assumptions including macroeconomic indicators such as inflation rates, interest rates, exchange rates, discount rates, energy sales and purchase prices, the cost of raw materials, production estimates and business forecasts. Consequently, determining fair values and goodwill or gains resulting from bargain purchases is subject to different assumptions and judgements, and therefore changes could result in different impacts on profit or loss.
ACQUISITION OF THE BARNA GROUP
In January 2025, ETSA acquired 100% of the capital of the Barna Group, a group that operates in the circular economy of the food sector, producing proteins and oils from the collection and processing of marine products, mainly for the animal feed sector. The Barna Group is also present in the production and marketing of protein hydrolysates of marine origin, products with much greater nutritional value, something that is fully integrated into the strategy also followed by ETSA.
This transaction will provide an excellent opportunity for growth for both groups. The Group expects to achieve a number of synergies in the relevant segment, allowing it to combine strong investment capacity with prospects for entering new market segments. The Group believes that it will be able to enhance the work on innovation and sustainability already developed by Barna.
The Barna Group currently has more than 120 employees and two factories, one in Mundaka in the Basque Country and the other near Tarifa, in Andalusia, from which more than 50,000 tonnes of fish by-products are processed every year.
In the six months to 30 June 2025, the Barna Group contributed to revenue in the amount of Euro 15,765,688, to EBITDA in the amount of Euro 700,594 and to the Group's net loss in the amount of Euro 172,412.
TRANSFERRED CONSIDERATION
The acquisition value of the Barna Group was Euro 35,000,000, of which Euro 33,500,000 was transferred immediately through cash and cash equivalents, with Euro 1,500,000 retained as contingent consideration associated with this acquisition.
IDENTIFICATION OF ACQUIRED ASSETS AND LIABILITIES AND INITIAL GOODWILL
At this date, the Group is carrying out procedures for the recognition and measurement of identifiable assets acquired, liabilities assumed and, subsequently, the calculation of Goodwill, in accordance with IFRS 3. This assessment will be carried out by specialised and independent external appraisers. In addition, the Group is assessing the tax deductibility of the Goodwill arising from this transaction.
Should new information be obtained within one year of acquisition relating to facts and circumstances that existed at the acquisition date, this will be reflected in fair value.
In accordance with IFRS 3, the identification, allocation and accounting for fair value of acquired assets, liabilities and contingent liabilities must take place within twelve months of the acquisition date. The assets acquired and liabilities assumed at the acquisition date are summarised as follows:
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| Barna Group | |
|---|---|
| Non-current assets | |
| Intangible assets | 95,936 |
| Property, plant and equipment | 23,188,716 |
| Deferred tax assets | 1,182,185 |
| Other non-current assets | 69,122 |
| Current assets | |
| Inventories | 3,629,656 |
| Current receivables | 6,746,017 |
| Cash and cash equivalents | 1,497,381 |
| Non-current liabilities | |
| Interest-bearing liabilities | (4,116,299) |
| Lease liabilities | (226,972) |
| Provisons | (20,756) |
| Deferred tax liabilities | (934,546) |
| Current liabilities | |
| Interest-bearing liabilities | (3,274,612) |
| Lease liabilities | (32,899) |
| Payables | (5,253,725) |
| Income tax | (175,024) |
| Total identifiable net assets | 22,374,180 |
| Initial Goodwill | 12,625,820 |
| Total acquisition value | 35,000,000 |
| Consideration transferred | 33,500,000 |
| Cash and cash equivalents | (1,497,381) |
| Net effect on cash and cash equivalents as at 30 June 2025 | 32,002,619 |
ACQUISITION-RELATED COSTS
The Group incurred costs related to this acquisition amounting to Euro 890,560, related to legal fees and other due diligence costs. These costs are recognised as external services and supplies in the Consolidated income statement and Consolidated statement of comprehensive income.
1.3 SUBSEQUENT EVENTS
On 28 July 2025, Semapa completed the acquisition of 100% of the share capital of Industrias Mecánicas de Extremadura S.A. ("Imedexa") from Spanish venture capital fund GPF Partners.
Imedexa, based in Cáceres, Spain, is a company specialised in the design and manufacture of metal structures for electricity transmission and distribution infrastructure, as well as for other industrial applications. Established in 1979, it currently has three operational units in Cáceres and Valladolid, serving over 250 clients in more than 50 countries.
In 2024, Imedexa recorded sales of over Euro 100 million, of which nearly 75% were for the export market. The company stands out for its engineering and implementation capabilities in large-scale projects and is a leading supplier to the main European transmission and distribution network operators.
Semapa acquires 100% of Imedexa's share capital for a consideration of Euro 148 million paid on that date, plus an additional component to be paid subject to the fulfilment of certain conditions.
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1.4 BASIS FOR PREPARATION
AUTHORISATION TO ISSUE FINANCIAL STATEMENTS
These interim consolidated financial statements were approved by the Board of Directors and authorised for issue on 31 July 2025.
The Group's senior management, which are the members of the Board of Directors who sign this report, declare that, to the best of their knowledge, the information contained herein was prepared in conformity with the applicable accounting standards, providing a true and fair view of the assets and liabilities, the financial position and results of the companies included in the Group's consolidation scope.
ACCOUNTING FRAMEWORK
The interim consolidated financial statements for the six-month period ended 30 June 2025 were prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting.
The following Notes were selected in order to contribute to the understanding of the most significant changes in the Group's consolidated financial position and its performance compared to the last annual reporting date as at 31 December 2024. Accordingly, these interim financial statements should be read in conjunction with the consolidated financial statements of the Semapa Group for the year ended 31 December 2024.
MEASUREMENT BASIS AND GOING CONCERN
The notes to the interim consolidated financial statements have been prepared on a going concern basis from the books and accounting records of the companies included in the consolidation scope (Note 10.1), and based on historical cost, except for biological assets (Note 3.7), and for financial instruments measured at fair value through profit or loss or at fair value through equity (Note 8.3), in which derivative financial instruments are included (Note 8.2). The liability for Pension and other post-employment benefits is recognised at its present value less the respective asset.
COMPARABILITY
In January 2025, the acquisition of the Barna Group was completed. In this regard, the consolidated financial statements for the sixmonth period ended 30 June 2025 include six months of operation of the acquired business (Note 1.2).
Excluding the situation mentioned above, these financial statements are comparable in all material respects with those of the previous year.
BASIS FOR CONSOLIDATION
SUBSIDIARIES
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, the variable returns generated as a result of its involvement with the entity and has the ability to affect those variable returns through the power it exercises over the entity's relevant activities.
These companies' equity and net profit corresponding to the third-party investment in such companies are presented under noncontrolling interests in the consolidated statement of financial position (in a separate component of equity) and in the Consolidated income statement. The companies included in the consolidated financial statements are detailed in Note 10.1.
The purchase method is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured at the fair value of the assets transferred, the equity instruments issued and liabilities incurred or assumed on the acquisition date.
The identifiable assets acquired and the liabilities and contingent liabilities undertaken in a business combination are initially measured at fair value at acquisition date, regardless of the existence of non-controlling interests. The excess of the acquisition cost, regarding the fair value of the Group's share of identifiable assets and liabilities acquired, is recorded as Goodwill when the Group acquires control, as described in Note 3.1.
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Subsidiaries are consolidated using the full consolidation method with effect from the date that control is transferred to the Group. In the acquisition of additional share capital in companies already controlled by the Group, the difference between the percentage of capital acquired and the respective acquisition cost is recorded directly in equity under Retained Earnings (Note 5.5).
When, at the date of acquisition of control, the Group already holds a previously acquired interest, the fair value of such interest is considered in the determination of Goodwill or the gain resulting from a bargain purchase.
When the control acquired is lower than 100%, in the application of the purchase method, non-controlling interests can be measured at fair value or at the ratio of the fair value of the assets and liabilities acquired, being that option defined according to each transaction.
In the case of disposals of interests, resulting in a loss of control over a subsidiary, any remaining interest is revalued to the market value at the date of sale, and the gain or loss resulting from such revaluation, is recorded against income, as well as the gain or loss resulting from such disposal.
Subsequent transactions in the disposal or acquisition of non-controlling interests, which do not imply a change in control, do not result in the recognition of gains, losses or Goodwill. Any difference between the transaction value and the book value is recognised in Equity, in Other equity instruments.
The acquisition cost is subsequently adjusted when the acquisition/attribution price is contingent upon the occurrence of specific events agreed with the seller/shareholder (e.g., fair value of acquired assets).
Any contingent payments to be transferred by the Group are recognised at fair value at the acquisition date. If the undertaken obligation constitutes a financial liability, subsequent changes in fair value are recognised in profit and loss. If the undertaken obligation constitutes an equity instrument, there is no change in the initial estimation.
The losses generated in each period by subsidiaries with non-controlling interests are allocated to the percentage held by them, regardless of whether they assume a negative balance.
If the acquisition cost is lower than the fair value of the net assets of the acquired subsidiary (negative Goodwill), the difference is recognised directly in the Income Statement under Other operating income. Transaction costs directly attributable are immediately recorded in profit and loss.
Intercompany transactions, balances, unrealised gains on transactions and dividends distributed between group companies are eliminated. Unrealised losses are also eliminated, except where the transaction displays evidence of impairment of a transferred asset.
Subsidiaries' accounting policies are changed whenever necessary to ensure consistency with the policies adopted by the Group.
ASSOCIATES
Associates are all the entities in which the Group exercises significant influence but do not have control, which is generally the case with investments representing between 20% and 50% of the voting rights. Investments in associates are accounted for under the equity method.
In accordance with the equity accounting method, financial investments are recorded at their acquisition cost, adjusted by the amount corresponding to the Group's share of changes in the associates' shareholders' equity (including net profit or loss and by dividends received).
The difference between the acquisition cost and the fair value of the associate's identifiable assets, liabilities and contingent liabilities on the acquisition date, if positive, are recognised as Goodwill and recorded under the caption Investments in associates. If these differences are negative, they are recorded as income for the period under the caption Group share of (loss)/gains of associates. Transaction costs directly attributable are immediately recorded in profit and loss.
An evaluation of investments occurs when there are signs that the asset could be impaired, and any identified impairment losses are recorded under the same caption. When impairment losses recognised in prior years no longer exist, they are reversed.
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When the Group's share in the associate's losses is equal to or exceeds its investment in the associate, the Group ceases to recognise additional losses, except where it has assumed liability or made payments in the associate's name. Unrealised gains on transactions with associates are eliminated to the extent of the Group's share in the associate. Unrealised losses are also eliminated, except where the transaction displays evidence of impairment of a transferred asset.
Associate's accounting policies are changed whenever necessary to ensure consistency with the policies adopted by the Group. Investments in associates are detailed in Note 10.3.
JOINT VENTURES
Joint ventures are classified as joint operations or joint ventures, depending on the contractual rights and obligations of each investor. Joint ventures are accounted and measured using the equity method.
Joint operations are accounted in the Group's consolidated financial statements, based on the share of jointly held assets and liabilities, as well as the income from the joint operation, and expenses incurred jointly. Assets, liabilities, income and expenses should be accounted for in accordance with the applicable IFRS.
A jointly-controlled entity is a joint venture involving the establishment of a company, partnership or other entity in which the Group has an interest.
Jointly-controlled entities are included in the consolidated financial statements under the equity method, according to which financial investments are recorded at cost, adjusted by the amount corresponding to the Group's interest in changes in shareholders' equity (including net income) and dividends received.
When the share of losses attributable to the Group equals or exceeds the value of the financial interest in the joint ventures, the Group recognises additional losses if it has assumed obligations or made payments for the benefit of the joint ventures.
Unrealised gains and losses between the Group and its joint ventures are eliminated in proportion to the Group's interest in joint ventures. Unrealised losses are also eliminated unless the transaction gives additional evidence of impairment of the transferred asset.
The accounting policies of joint ventures are amended, when necessary, to ensure that they are applied consistently with those of the Group.
PRESENTATION CURRENCY AND TRANSACTIONS IN A CURRENCY OTHER THAN THE PRESENTATION CURRENCY AND HYPERINFLATIONARY ECONOMIES
The items included in the financial statements of each of the Group entities included in the consolidation scope are measured using the currency of the economic environment in which the entity operates (functional currency). These consolidated financial statements are presented in Euro.
All the Group's assets and liabilities denominated in currencies other than the reporting currency have been translated into Euro using the exchange rates ruling at the statement of financial position date (Note 8.1.1). The exchange differences arising from differences between the exchange rates ruling at the transaction date and those ruling on collection, payment or at the Statement of consolidated financial position dates, are recorded as income and expenses in the period (Note 5.10).
The income captions of foreign transactions are translated at the average rate for the period. The differences arising from the application of this rate, as compared with the balance prior to the conversion, are reflected under the Currency translation reserve caption in shareholders' equity (Note 5.5). Whenever a foreign entity is sold, the accumulated exchange difference is recognised in the consolidated income statement as part of the gain or loss on the sale.
For foreign operations in hyperinflationary economies, the financial statements in local currency are restated in terms of the measuring unit current at the statement of financial position date to reflect the impact of inflation before translation into the Group's presentation currency.
IAS 29 — Financial Reporting in Hyperinflationary Economies requires that amounts not yet expressed in terms of the measuring unit current at the financial position date are restated by applying a general price index, leading to a potential gain or loss on the monetary
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position. The standard also requires that all items in the statement of cash flows be expressed in terms of the measuring unit current at the balance sheet date.
When the Group's presentation currency is not hyperinflationary, IAS 21 – The Effects of Changes in Foreign Exchange Rates requires comparative amounts to be those that were presented in previous financial statements, with the gain or loss on the net monetary position relating to price changes in prior periods being recognised directly in Equity.
Furthermore, the Group assesses the book value of non-current assets in accordance with IAS 36 – Impairment of assets, so that the restated amount is reduced to the recoverable amount, ensuring that the book value reflects the economic value of the assets.
The profit and loss and financial position of foreign operations in hyperinflationary economies are translated at the closing rate at the date of the financial position. In the case of Lebanon, the Group uses the exchange rate applicable to dividends and capital repatriation, because it is the rate at which, at the date of the financial position, the investment in the foreign operation will be recovered.
As at 30 June 2025 and 31 December 2024, the exchange rates used for the translation of assets and liabilities expressed in currencies other than Euro are detailed as follows:
| 30/06/2025 | 31/12/2024 | Valuation/ | 30/06/2025 | 31/12/2024 | Valuation/ | ||
|---|---|---|---|---|---|---|---|
| (devaluation) | (devaluation) | ||||||
| TND (Tunisian dinar) | DKK (Danish krone) | ||||||
| Average exchange rate for the period | 3.35233.4001 | 3.36623.3016 | 0.41% | Average exchange rate for the period | 7.46077.4609 | 7.45897.4578 | (0.02%) |
| Exchange rate for the end of the period | (2.98%) | Exchange rate for the end of the period | (0.04%) | ||||
| LBP (Lebanese pound) | HUF (Hungarian forint) | ||||||
| Average exchange rate for the period | 97,850.40 | 96,847.00 | (1.04%) | Average exchange rate for the period | 404.5923 | 395.3039 | (2.35%) |
| Exchange rate for the end of the period | 104,894.00 | 92,981.60 | (12.81%) | Exchange rate for the end of the period | 399.8000 | 411.3500 | 2.81% |
| USD (American dollar) | AUD (Australian dollar) | ||||||
| Average exchange rate for the period | 1.0933 | 1.0821 | (1.04%) | Average exchange rate for the period | 1.7243 | 1.6397 | (5.16%) |
| Exchange rate for the end of the period | 1.1720 | 1.0389 | (12.81%) | Exchange rate for the end of the period | 1.7948 | 1.6772 | (7.01%) |
| GBP (Sterling pound) | MZN (Mozambican metical) | ||||||
| Average exchange rate for the period | 0.8425 | 0.8466 | 0.48% | Average exchange rate for the period | 69.9275 | 69.1732 | (1.09%) |
| Exchange rate for the end of the period | 0.8555 | 0.8292 | (3.17%) | Exchange rate for the end of the period | 74.8500 | 66.7900 | (12.07%) |
| PLN (Polish zloty)Average exchange rate for the period | 4.2324 | 4.3058 | 1.71% | BRL (Brazilian real)Average exchange rate for the period | 6.2634 | 5.8331 | (7.38%) |
| Exchange rate for the end of the period | 4.2423 | 4.2750 | 0.76% | Exchange rate for the end of the period | 6.4384 | 6.4354 | (0.05%) |
| SEK (Swedish krona) | MAD (Moroccan dirahm) | ||||||
| Average exchange rate for the period | 11.0951 | 11.4325 | 2.95% | Average exchange rate for the period | 10.4599 | 10.7549 | 2.74% |
| Exchange rate for the end of the period | 11.1465 | 11.4590 | 2.73% | Exchange rate for the end of the period | 10.5799 | 10.5190 | (0.58%) |
| CZK (Czech koruna) | NOK (Norwegian krone) | ||||||
| Average exchange rate for the period | 25.0004 | 25.1198 | 0.48% | Average exchange rate for the period | 11.6615 | 11.6290 | (0.28%) |
| Exchange rate for the end of the period | 24.7460 | 25.1850 | 1.74% | Exchange rate for the end of the period | 11.8345 | 11.7950 | (0.33%) |
| CHF (Swiss franc) | AOA (Angolan kwanza) | ||||||
| Average exchange rate for the period | 0.9414 | 0.9526 | 1.18% | Average exchange rate for the period | 1,007.8626 | 952.3159 | (5.83%) |
| Exchange rate for the end of the period | 0.9347 | 0.9412 | 0.69% | Exchange rate for the end of the period | 1,090.1890 | 955.1715 | (14.14%) |
| TRY (Turkish lira) | MXN (Mexican peso) | ||||||
| Average exchange rate for the period | 41.1413 | 35.5734 | (15.65%) | Average exchange rate for the period | 21.8122 | 19.8314 | (9.99%) |
| Exchange rate for the end of the period | 46.5682 | 36.7372 | (26.76%) | Exchange rate for the end of the period | 22.0899 | 21.5504 | (2.50%) |
| ZAR (South African rand)Average exchange rate for the period | 20.0306 | 19.8297 | (1.01%) | AED (United Arab Emirates dirahm)Average exchange rate for the period | 4.0131 | 3.9751 | (0.96%) |
| Exchange rate for the end of the period | 20.8411 | 19.6188 | (6.23%) | Exchange rate for the end of the period | 4.3042 | 3.8154 | (12.81%) |
| EGP (Egyptian pound) | CAD (Canadian dollar) | ||||||
| Average exchange rate for the period | 55.0712 | 49.1213 | (12.11%) | Average exchange rate for the period | 1.5409 | 1.4821 | (3.97%) |
| Exchange rate for the end of the period | 58.1796 | 53.0349 | (9.70%) | Exchange rate for the end of the period | 1.6027 | 1.4948 | (7.22%) |
| ECV (Cape Verdean escudo) | |||||||
| Average exchange rate for the period | 110.2650 | 110.2650 | 0.00% | ||||
| Exchange rate for the end of the period | 110.2650 | 110.2650 | 0.00% |
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1.5 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO BE ADOPTED
STANDARDS, AMENDMENTS AND INTERPRETATIONS TO BE ADOPTED IN SUBSEQUENT PERIODS
Amendment Date of application Standards and amendments endorsed by the European Union which Semapa has opted not to apply early Annual improvements (IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7) On 18 July 2024, the International Accounting Standards Board (IASB) issued limited amendments to the IFRS and respective guidelines, resulting from the regular maintenance carried out on the Standards. The amendments include clarifications, simplifications, corrections and changes aimed at improving the consistency of several IFRS. The IASB amended: a) IFRS 1 First-time Adoption of International Financial Reporting Standards, to clarify certain aspects related to the application of hedge accounting by an entity that is preparing financial statements in accordance with IFRS for the first time; b) IFRS 7 Financial Instruments: Disclosures and the respective Implementation Guidance, in order to clarify: • The implementation guidance, regarding Gain or loss on derecognition; and • The implementation guidance, namely its Introduction, Fair value paragraph (disclosures regarding the difference between fair value and transaction price) and Credit risk disclosure. c) IFRS 9 Financial Instruments to: • Require companies to initially measure a receivable without a significant financing component at the amount determined by applying IFRS 15, and • Clarify that when a lease liability is derecognised, the derecognition is accounted for under IFRS 9. However, when a lease liability is modified, the modification is accounted for under IFRS 16 Leases. The amendment establishes that when lease liabilities are derecognised under IFRS 9, the difference between the carrying amount and the consideration paid is recognised in profit or loss. • IFRS 10 Consolidated Financial Statements, clarification on the determination of "de facto agent"; and • IAS 7 Statement of Cash Flows, amendment of detail in the paragraph related to Investments in subsidiaries, associates and joint ventures. 1 January 2026
The amendments apply to annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted.
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Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Naturedependent Electricity
On 18 December 2024, the International Accounting Standards Board (IASB) issued amendments to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPA).
1 January 2026
Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. Current accounting requirements may not adequately capture how these contracts affect a company's performance.
To allow companies to better reflect these contracts in the financial statements, the IASB has made targeted amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The amendments include:
- a) Clarifying the application of the "own-use" requirements (own-use);
- b) Permitting hedge accounting if these contracts are used as hedging instruments; and
- c) Adding new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.
The amendments are effective for periods beginning on or after 1 January 2026. Earlier adoption is permitted.
IFRS 9 - Amendments to the Classification and Measurement of Financial Instruments
On 30 May 2024, the International Accounting Standards Board (IASB or the Board) issued amendments to the classification and measurement requirements of IFRS 9 - Financial Instruments. The amendments aim to resolve the diversity in the application of the standard, making the requirements more understandable and consistent.
1 January 2026
The purpose of these amendments is to:
- a) Clarify the classification of financial assets with environmental, social and corporate governance (ESG)-linked features and other similar contingent features since these features in loans can affect whether loans are measured at amortised cost or at fair value. To resolve any potential diversity in practical application, the amendments clarify how the contractual cash flows of loans should be valued.
- b) Clarify the date on which a financial asset or financial liability is derecognised when it is settled using an electronic payment systems. There is an accounting policy option that allows a financial liability to be derecognised before the cash is delivered on the settlement date if certain conditions are met.
- c) Improve the description of the term "non-recourse", according to the amendments, a financial asset has non-recourse features if the ultimate right to receive cash flows from an entity is contractually limited to the cash flows generated by specific assets. The presence of non-recourse features does not necessarily exclude the financial asset from complying with the SPPI, but its features need to be carefully analysed.
- d) Clarify that contractually linked instruments (CLI) must feature a waterfall payment structure that creates concentration of credit risk by allocating losses disproportionately between different tranches. The underlying pool can include financial instruments not in the scope of IFRS 9 classification and measurement (e.g., finance leases) but must have cash flows equivalent to SPPI.
The IASB has also introduced additional disclosure requirements for equity investments classified at fair value through other comprehensive income and financial instruments with contingent features, for example ESG target-linked features.
The amendments are effective for periods beginning on or after 1 January 2026. Earlier adoption is permitted.
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Amendment Date of application
Standards and amendments not yet endorsed by the European Union
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 to improve the presentation of financial statements in several areas.
1 January 2027
The main amendments to this Standard are:
- a) Providing a more structured income statement. Specifically, it introduces a new subtotal "operating profit or loss" and the requirement that all income and expenses be classified into three new separate categories based significantly on a entity's main business activities: Operating, Investing and Financing;
- b) Requirement for entities to analyse their operating expenses directly on the face of the income statement – either by nature, by function or in combination.
- c) Requirement for some of the "non-GAAP" measures that the Entity/Group uses to be reported in the financial statements. IFRS 18 defines management-defined performance measures (MPMs or non-GAAP Performance Measures) as a subtotal of income and expenses that an Entity uses:
- in public communications outside financial statements; and
- to communicate management's view of the financial performance.
- d) IFRS 18 requires entities to disclose information about all its MPMs in a single note to the financial statements. These include: how the measure is calculated; how it provides useful information; and a reconciliation to a value determined in accordance with IFRS.
- e) Introduction of improved guidelines on how entities group information in financial statements. It provides guidance on whether material information should be included in the primary financial statements or whether reporting standards are more detailed in the notes.
This Standard replaces IAS 1 and must be adopted by 1 January 2027 and applied retrospectively, with comparative figures required for the previous period (2026).
IFRS 19 - Disclosures of subsidiaries not subject to public disclosure of financial information
On 9 May 2024, the International Accounting Standards Board (IASB or the Board) issued the new Standard, IFRS 19 Subsidiaries without Public Accountability: Disclosures, which allows eligible subsidiaries to use IFRS with reduced disclosures. The application of IFRS 19 will reduce the costs of preparing the financial statements of subsidiaries, while maintaining the usefulness of the information for the users of their financial statements.
1 January 2027
A subsidiary may elect to apply the new standard in its consolidated, individual or separate financial statements, provided that, at the reporting date:
- a) it has no public accountability;
- b) its parent company prepares consolidated financial statements in accordance with IFRS.
A subsidiary that applies IFRS 19 is required to make an explicit and unreserved statement of compliance with IFRS that IFRS 19 has been adopted.
IFRS 19 is effective for annual reporting periods beginning on or after 1 January 2027. The standard is applied retrospectively.
IFRS 19, entitled "Subsidiaries without Public Accountability: Disclosures", was issued by the International Accounting Standards Board (IASB) in May 2024.
This standard aims to specify reduced disclosure requirements that an eligible entity can apply instead of the disclosure requirements set out in other IFRS standards.
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With respect to the standards presented above, which have not yet come into force, the Group has not yet completed its assessment of all the impacts arising from their application and has therefore opted not to adopt them early.
1.6 MAIN ESTIMATES AND JUDGEMENTS
The preparation of interim consolidated financial statements requires the use of estimates and judgements that affect the amounts of income, expenses, assets, liabilities and disclosures at the date of the consolidated financial position. To that end, the Board of Directors relies on:
- the best information and knowledge of current events and in certain cases on the reports of independent experts, and
- the actions that the Group considers it may have to take in the future.
On the date on which the operations take place, the outcome could differ from those estimates.
SIGNIFICANT ESTIMATES AND JUDGEMENTS
| Estimates and judgements | Notes |
|---|---|
| Business combinations | 1.2 – Acquisition of the Barna Group |
| Recoverability of Goodwill and brands | 3.1 – Goodwill3.2 - Intangible assets |
| Uncertainty over Income Tax Treatments | 6.1 – Income tax for the period6.2 – Deferred taxes |
| Actuarial assumptions | 7.2 – Employee benefits |
| Fair value of biological assets | 3.7 – Biological assets |
| Recognition of provisions | 9.1 – Provisions |
| Recoverability, useful life and depreciation of property, plant andequipment | 3.3 – Property, plant and equipment |
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2 OPERATIONAL PERFORMANCE
2.1 REVENUE AND SEGMENT REPORTING
ACCOUNTING POLICIES
SEGMENT REPORTING
In accordance with IFRS 8, an operating segment is a component of an entity:
- i) business activities that can generate revenues and incur expenses (including revenues and expenses related to transactions with other components of the same entity);
- ii) whose operating results are regularly reviewed by the entity's chief operating decision-maker for the purpose of making decisions about allocating resources to the segment and evaluating its performance; and
- iii) for which different information is available.
Semapa's Executive Committee and the different subsidiaries are the main responsible for the Group's operational decisions, periodically and consistently analysing the reports on the financial and operating information of each segment. The reports are used to monitor the operational performance of its businesses and decide on the best allocation of resources to the segment, as well as the evaluation of its performance and strategic decision-making.
The information used in segment reporting corresponds to the financial information prepared by the Group. Inter-segment sales correspond to sales between business segments (at market prices), which are eliminated for consolidation purposes. This effect is presented in the "Intragroup Eliminations" column.
During 2023 and following the acquisitions made, the Semapa Group reorganised the operating segments reported based on the financial information prepared by the Group and the disclosure requirements of IFRS 8. As part of this reorganisation, management has defined the following as reportable segments:
- Pulp and paper: includes the activities of the subsidiary Navigator;
- Cement and derivatives: includes the activities of the subsidiary Secil;
- Other businesses: includes the activities of the subsidiaries ETSA and Triangle's, which are not separately disclosed due to their small size; and
- Holdings: includes the Group's management activities;
PULP AND PAPER
The Group's main business is the production and sale of writing and printing thin paper (UWF) and domestic consumption paper (Tissue), and it is present in the entire value-added chain, from research and development of forestry and agricultural production to the purchase and sale of wood and the production and sale of bleached eucalyptus kraft pulp—BEKP—and electric and thermal energy, as well as its commercialisation.
The Navigator Group has five industrial complexes, two of which are located in Figueira da Foz and Setúbal, where it produces BEKP pulp, electricity and UWF paper. It also has another industrial complex located in Aveiro, where it produces BEKP pulp, energy and tissue paper, and two others located in Vila Velha de Ródão and Ejea de los Caballeros, where it produces only tissue paper.
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In May 2024, the Navigator Group increased its converting capacity by completing the acquisition of all the shares representing the share capital of Accrol Group Holdings plc, a leader in the tissue paper conversion segment in the United Kingdom, based at five sites: Blackburn (paper rolls and facials); Leicester (paper rolls); Leyland (paper rolls); Flint (wet wipes) and Bridgewater (wet wipes).
Wood and cork are produced from woodlands owned or leased by the Group in Portugal and Spain, and also from granted land in Mozambique. The production of cork and pine wood are sold to third parties while the eucalyptus wood is mainly consumed in the production of BEKP.
A significant portion of the Group's own BEKP production is consumed in the production of UWF and tissue paper at the Aveiro complex alone. Sales of BEKP pulp, UWF paper and tissue paper are made to more than 130 countries and territories around the world.
Energy is produced through cogeneration plants and two independent thermoelectric plants.
CEMENT
The Cement segment is led by Secil – Companhia Geral de Cal e Cimento, S.A., which has a strong presence in the cement industry, being a business group with several operations in Portugal and in several countries around the world (Secil Group).
The main product marketed by the Secil Group is cement. The sale of ready-mixed concrete, aggregates, mortars and precast concrete constitutes a verticalisation of the cement segment allowing the Group to obtain synergies.
The Secil Group has 3 cement plants in Portugal, Secil-Outão, Maceira-Liz and Cibra-Pataias, and the cement is sold in its various forms (in bulk or bagged, on pallets or big bags) through the different trading hubs owned by the Group. The Secil Group also owns other plants located in Brazil, Tunisia, Lebanon and Angola.
A significant factor in the marketing of cement is the transportation cost, which is why the Secil Group maintains a private wharf in Secil-Outão, a sea terminal in Spain and a sea terminal in the Netherlands.
With regards to cement "derivatives", the ready-mixed concrete represents the greatest weight in the Group's revenue, with the Secil Group owning several production and marketing centres in Portugal, Spain, Tunisia, Lebanon and Brazil.
The Secil Group has also the license to exploit several quarries, from which it extracts materials for incorporation into cement production or commercialisation as aggregates.
OTHER BUSINESSES
Other businesses includes the Group's smaller activities. Of particular note are the production of e-bike frames by the subsidiary Triangle's and the provision of services related to the cumulative recovery of animal by-products and food products containing substances of animal origin and the sale of the resulting products for incorporation into the production of fertilisers, animal feed and biodiesel developed by the ETSA Group.
HOLDINGS
This segment refers to the management activities of the Semapa Group, that is, the services rendered by Semapa to its subsidiaries in various areas such as strategic planning, legal, financial, accounting, tax, talent management, among others, while incurring in payroll expenses and the contracting of specialised services.
Since 2018, this segment has included the new venture capital unit, which has not yet been recognised overall in the Group's financial information.
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REVENUE
Revenue is presented by operating segment and by geographic area, based on the country of destination of the goods and services sold by the Group.
Revenue recognition in each operating segment is described as follows:
Pulp and Paper
Commercial contracts with customers refer essentially to the sale of goods such as paper, pulp, tissue and energy, and to an extent limited to the transportation of those goods, when applicable.
Paper revenue refers to sales made through Retail Stores (B2C) or Commercial Distributors (B2B) which include large distributors, wholesalers or commercial operators. Revenue is recognised at a specific time, when control is transferred in accordance with the agreed incoterm, at the amount of the performance obligation satisfied, and the price of the transaction is a fixed amount invoiced based on quantities sold, less cash discounts and quantity discounts, which are reliably estimated.
Pulp revenue results from sales to international paper producers. Revenue is recognised at a specific time, by the amount of the performance obligation satisfied, the price of the transaction corresponding to a fixed amount invoiced on the basis of quantities sold, less cash discounts and quantity discounts, which are reliably determinable. On the export side, the transfer of control of the products occurs in general when there is a transfer of control to the customer, according to the Incoterms negotiated.
Tissue revenue results from sales of tissue paper produced for the private label of modern national and international retail chains. Revenue is recognised at a specific time by the amount of the performance obligation satisfied, and the price of the transaction corresponds to a fixed amount invoiced according to the quantities sold. Revenue is recognised against the delivery of the product, at which time the transfer of control over the product is deemed to take place.
The energy revenue results from the valuation of the energy delivered to the National Energy Network or sold on the market, as metered, valued at the tariff defined in the agreement for an ongoing 25-year period in the first case or at the market price in the second case.
Cement
A significant part of the Secil Group's revenue relates to the sale of grey cement, in bulk or bagged, on pallets or in big bags. The form of cement packaging and delivery point depends on the size of the customer.
Secil Group's main customers are industrial companies in the area of concrete, prefabricated and civil construction and consortia associated with the construction of highly complex technical works such as dams and bridges. The sale of bagged cement to the end consumer is residual and is assured through local resellers.
Secil supplies its products in its factories and trading hubs and ensures transport to the customer's premises by subcontracting the transport, in which case there are two performance obligations, to which Secil allocates the transaction price based on the sales price.
Revenue is recognised at a specific time, when the control is transferred, by the amount of the performance obligation satisfied. The transaction price results from the price lists in force adjusted by cash discounts and quantity discounts, granted to customers, depending on whether they are resellers or industrial customers, as described in the general terms and conditions of sale. For large customers and specific projects, the prices and discount conditions are fixed by contract, on an individual basis.
The discounts granted are a variable component of the price which is considered in determining the revenue recorded on the date of delivery of the product to the customer, which corresponds to the date of transfer of control of the products.
On the export side, the transfer of control of the products generally takes place when there is a transfer of control to the customer, according to the Incoterms negotiated.
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Materials
The Materials business caption relates to cement "derivatives": ready-mixed concrete, aggregates, mortars and precast concrete.
Revenue from Materials is recognised, at a specific moment, on the date of delivery of the product to the customer, even if the contract involves phased deliveries, due to the different phases of the work and quantities to be moved.
Revenue is recognised by the amount of the performance obligation satisfied, the price of the transaction corresponding to a fixed amount invoiced according to the quantities sold, with the granting of quantity discounts (rappel) that can be reliably determined.
With regards to mortars, the rental of site equipment for the storage, mixing and application of mortars corresponds to a separate performance obligation with a stand-alone sales price less any discounts granted.
Prefabricated concrete essentially refers to the marketing of standard prefabricated materials, and there is no production of prefabricated materials at the specific request of customers. In this business area the Group recognises the revenue of all products with the delivery of the product to the customer.
Revenue recorded refers to the sale of products and the rendering of services.
Product sales mainly concern e-bike frames, fat, flour (for the feed industry) and oils (for the biodiesel market). Revenue is recognised, at a specific moment, when the products are delivered to the customer's premises or location designated by the customer, at which time the transfer of control to the customer is considered to occur.
These services are mainly provided by the ETSA Group and relate to:
- collection and treatment of Category 1 and 2 material from farmed and domestic animal carcases, in accordance with the contract with DGAV – Direcção Geral de Alimentação e Veterinária, as well as from slaughterhouses and other conventional collection centres; and
- packing in refrigerated equipment, collection, transport, sorting and unpacking of Category 3 materials (meat and fish) and other foodstuffs (fresh or frozen), in bulk or packaged, in the network of modern retail shops and town markets.
Revenue recognition is made on a monthly basis for services rendered on a regular and uniform basis to the modern retail network. As for the contract with DGAV, revenue is recognised for each service rendered, as calculated on a monthly basis.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
SEGMENT REPORTING
When aggregating the Group's operating segments, the Board of Directors defined as reportable segments those that correspond to each of the business areas developed by the Group: Pulp and Paper, Cements and Derivatives, Other Businesses and Holdings, consistent with the way the Semapa Group's management team monitors and analyses performance.
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| 1H 2025Amounts in Euro | Note | Pulp and Paper | Cement | Other businesses | Holdings | Intra-groupcancellations | Total |
|---|---|---|---|---|---|---|---|
| Revenue | 1,019,032,130 | 365,737,298 | 53,166,515 | 10,653,419 | (11,101,117) | 1,437,488,245 | |
| Other income (a) | 2.2 | 45,224,998 | 56,816,749 | 4,027,888 | 10,411 | - | 106,080,046 |
| Cost of goods sold and materials consumed | 2.3 | (457,951,103) | (104,675,601) | (21,943,298) | - | - | (584,570,002) |
| External services and supplies | 2.3 | (268,176,621) | (120,210,889) | (13,964,560) | (4,771,566) | 11,101,117 | (396,022,519) |
| Other expenses (b) | 2.3 | (121,796,024) | (103,250,310) | (14,417,503) | (5,123,325) | - | (244,587,162) |
| Depreciation and amortisation | 3.6 | (90,708,415) | (29,225,080) | (8,358,525) | (96,710) | - | (128,388,730) |
| Impairment losses on non-financial assets | 3.6 | 325,604 | 427,692 | - | - | - | 753,296 |
| Net provisions | 9.1 | 3,759,582 | (4,665,149) | - | - | - | (905,567) |
| Interest expense | 5.10 | (17,831,908) | (15,456,841) | (441,287) | (6,799,779) | 132,299 | (40,397,516) |
| Group share of (loss) / gains of associates and joint ventures | 10.3 | - | 197,045 | - | 2,802,238 | - | 2,999,283 |
| Other financial gains and losses | 5.10 | 3,867,726 | (425,229) | (53,133) | (719,116) | (132,299) | 2,537,949 |
| Profit before income tax | 115,745,969 | 45,269,685 | (1,983,903) | (4,044,428) | - | 154,987,323 | |
| Income tax | 6.1 | (36,033,570) | (9,255,981) | (163,882) | 4,268,555 | - | (41,184,878) |
| Net profit for the period | 79,712,399 | 36,013,704 | (2,147,785) | 224,127 | - | 113,802,445 | |
| Attributable to equity holders | 55,809,475 | 35,712,116 | (2,241,876) | 224,127 | - | 89,503,842 | |
| Non-controlling interests | 5.6 | 23,902,924 | 301,588 | 94,091 | - | - | 24,298,603 |
| OTHER INFORMATION | |||||||
| Total segment assets | 3,167,129,444 | 1,516,107,511 | 420,611,233 | 269,848,864 | (73,939,046) | 5,299,758,006 | |
| Goodwill | 3.1 | 166,929,969 | 171,572,230 | 199,607,146 | - | - | 538,109,345 |
| Intangible assets | 3.2 | 261,414,171 | 387,911,937 | 40,290,159 | - | - | 689,616,267 |
| Property, plant and equipment | 3.3 | 1,428,187,569 | 525,521,852 | 110,521,631 | 471,117 | - | 2,064,702,169 |
| Biological assets | 3.7 | 115,243,984 | - | - | - | - | 115,243,984 |
| Deferred tax assets | 6.2 | 55,460,099 | 37,620,583 | 7,509,097 | 28,964,727 | (815,218) | 128,739,288 |
| Investments in associates and joint ventures | 10.3 | - | 3,178,024 | - | 44,451,841 | - | 47,629,865 |
| Cash and cash equivalents | 5.9 | 216,004,485 | 85,408,658 | 8,482,959 | 20,016,212 | - | 329,912,314 |
| Total segment liabilities | 1,953,894,336 | 1,055,299,259 | 84,848,476 | 262,931,302 | (73,939,046) | 3,283,034,327 | |
| Interest-bearing liabilities | 5.7 | 891,746,269 | 356,860,848 | 20,021,861 | 205,407,393 | (6,800,000) | 1,467,236,371 |
| Lease liabilities | 5.8 | 108,014,084 | 38,872,861 | 1,355,220 | 516,613 | - | 148,758,778 |
| Acquisition of proferty, plant and equipment (c) | 3.3 | 93,561,417 | 29,846,739 | 8,473,566 | 102,029 | - | 131,983,751 |
(a) Includes "Other operating income" and "Changes in the fair value of biological assets"
(b) Includes "Changes in production", "Payroll costs" and "Other operating expenses"
FINANCIAL INFORMATION BY OPERATING SEGMENTS
(c) Includes acquisitions made through business combinations
NOTE: The amounts presented by operating segment may differ from those presented individually by each Group, as a result of adjustments to harmonisation and fair value made on consolidation.
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| 1H 2024Amounts in Euro | Pulp and Paper | Cement | Other businesses | Holdings | Intra-groupcancellations | Total | |
|---|---|---|---|---|---|---|---|
| Revenue | 1,065,534,120 | 345,793,545 | 27,752,117 | 9,563,520 | (10,129,078) | 1,438,514,224 | |
| Other income (a) | 2.2 | 37,504,753 | 47,723,048 | 679,115 | 143 | - | 85,907,059 |
| Cost of goods sold and material consumed | 2.3 | (441,017,459) | (113,176,349) | (10,838,689) | - | - | (565,032,497) |
| External services and supplies | 2.3 | (234,690,231) | (119,829,321) | (8,174,039) | (2,918,945) | 10,129,078 | (355,483,458) |
| Other expenses (b) | 2.3 | (128,573,011) | (84,008,837) | (7,193,212) | (5,004,953) | - | (224,780,013) |
| Depreciation and amortisation | 3.6 | (80,411,056) | (27,799,849) | (7,524,348) | (135,541) | - | (115,870,794) |
| Impairment losses on non-financial assets | 3.6 | (625,883) | 507,423 | - | - | - | (118,460) |
| Net provisions | 9.1 | 247,762 | (2,775,978) | - | - | - | (2,528,216) |
| Interest expense | 5.10 | (15,749,694) | (13,704,345) | (356,130) | (9,470,887) | 154,886 | (39,126,170) |
| Group share of (loss) / gains of associates and joint ventures | 10.3 | - | (72,070) | - | 1,823,822 | - | 1,751,752 |
| Other financial gains and losses | 5.10 | 5,299,453 | (176,516) | (43,272) | 5,590,606 | (154,886) | 10,515,385 |
| Profit before income tax | 207,518,754 | 32,480,751 | (5,698,458) | (552,235) | - | 233,748,812 | |
| Income tax | 6.1 | (54,197,659) | (4,176,798) | 1,818,103 | 293,631 | - | (56,262,723) |
| Net profit for the period | 153,321,095 | 28,303,953 | (3,880,355) | (258,604) | - | 177,486,089 | |
| Attributable to equity holders | 107,284,009 | 28,626,087 | (3,826,218) | (258,604) | - | 131,825,274 | |
| Non-controlling interests | 5.6 | 46,037,086 | (322,134) | (54,137) | - | - | 45,660,815 |
| OTHER INFORMATION (31/12/2024) | |||||||
| Total segment assets | 3,254,843,317 | 1,462,212,775 | 370,092,393 | 339,207,684 | (96,489,342) | 5,329,866,827 | |
| Goodwill | 3.1 | 168,195,399 | 171,503,235 | 186,981,326 | - | - | 526,679,960 |
| Intangible assets | 3.2 | 271,088,687 | 285,930,525 | 42,949,771 | - | - | 599,968,983 |
| Property, plant and equipment | 3.3 | 1,420,549,276 | 522,011,537 | 84,218,694 | 422,983 | - | 2,027,202,490 |
| Biological assets | 3.7 | 115,250,198 | - | - | - | - | 115,250,198 |
| Deferred tax assets | 6.2 | 59,110,851 | 42,751,817 | 6,849,646 | 33,595,508 | (895,826) | 141,411,996 |
| Investments in associates and joint ventures | 10.3 | - | 3,104,569 | - | 41,650,971 | - | 44,755,540 |
| Cash and cash equivalents | 5.9 | 286,628,866 | 139,873,264 | 4,013,264 | 70,855,241 | - | 501,370,635 |
| Total segment liabilities | 2,040,019,229 | 1,035,112,151 | 83,696,363 | 289,392,518 | (96,489,342) | 3,351,730,919 | |
| Interest-bearing liablities | 5.7 | 903,977,752 | 445,550,720 | 23,323,240 | 230,233,475 | (10,000,000) | 1,593,085,187 |
| Lease liabilities | 5.8 | 111,736,900 | 38,162,533 | 1,061,141 | 516,614 | - | 151,477,188 |
| Acquisition of property, plant and equipment (c) | 3.3 | 265,971,273 | 68,819,041 | 18,251,811 | 123,331 | - | 353,165,456 |
(a) Includes "Other operating income" and "Changes in the fair value of biological assets"
PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC LOCATION
| Amounts in Euro | 30/06/2025 | 31/12/2024 | ||
|---|---|---|---|---|
| Portugal | 1,621,556,134 | 78.54% | 1,595,363,758 | 78.70% |
| Rest of Europe | 187,389,044 | 9.08% | 170,862,794 | 8.43% |
| America | 159,308,709 | 7.72% | 163,505,385 | 8.07% |
| Afria | 62,011,828 | 3.00% | 62,130,926 | 3.06% |
| Asia | 34,436,454 | 1.67% | 35,339,627 | 1.74% |
| 2,064,702,169 | 100.01% | 2,027,202,490 | 100.00% |
REVENUE BY BUSINESS SEGMENT, BY GEOGRAPHIC AREA AND BY RECOGNITION PATTERN
| 1H 2025Amounts in Euro | Pulp and Paper | Cement | Other businesses | Total amount | Total% |
|---|---|---|---|---|---|
| Portugal | 137,251,607 | 197,627,086 | 14,289,852 | 349,168,545 | 24.29% |
| Rest of Europe | 616,167,609 | 28,231,214 | 37,923,205 | 682,322,028 | 47.47% |
| America | 95,229,335 | 61,514,232 | 278,460 | 157,022,027 | 10.92% |
| Africa | 96,066,969 | 47,098,975 | - | 143,165,944 | 9.96% |
| Asia | 74,220,463 | 30,818,093 | 674,998 | 105,713,554 | 7.35% |
| Oceania | 96,147 | - | - | 96,147 | 0.01% |
| 1,019,032,130 | 365,289,600 | 53,166,515 | 1,437,488,245 | 100.00% | |
| Recognition pattern | |||||
| In a certain point in time | 1,019,032,130 | 365,289,600 | 53,166,515 | 1,437,488,245 | 100.00% |
| Over time | - | - | - | - | 0.00% |
(b) Includes "Changes in production", "Payroll costs" and "Other operating expenses"
NOTE: The amounts presented by operating segment may differ from those presented individually by each Group, as a result of adjustments to harmonisation and fair value made on consolidation.
{61}------------------------------------------------
| 1H 2024Amounts in Euro | Pulp and Paper | Cement | Other businesses | Holdings | Totalamount | Total% |
|---|---|---|---|---|---|---|
| Portugal | 155,553,742 | 192,575,317 | 11,380,964 | 9,166 | 359,519,189 | 24.99% |
| Rest of Europe | 649,717,899 | 33,654,873 | 15,917,984 | - | 699,290,756 | 48.61% |
| America | 85,381,740 | 60,293,555 | - | - | 145,675,295 | 10.13% |
| Africa | 101,516,201 | 36,658,914 | - | - | 138,175,115 | 9.61% |
| Asia | 73,223,424 | 22,036,161 | 453,170 | - | 95,712,755 | 6.65% |
| Oceania | 141,114 | - | - | - | 141,114 | 0.01% |
| 1,065,534,120 | 345,218,820 | 27,752,118 | 9,166 | 1,438,514,224 | 100.00% | |
| Recognition pattern | ||||||
| At a certain point in time | 1,065,534,120 | 345,218,820 | 27,752,118 | 9,166 | 1,438,514,224 | 100.00% |
| Over time | - | - | - | - | - | 0.00% |
The revenue presented in different business and geographical segments corresponds to revenue generated with external customers based on the final destiny of the products and services commercialised by the Group, not representing any of them, individually, 10% or more of the overall revenue of the Group.
2.2 OTHER OPERATING INCOME
ACCOUNTING POLICIES
OPERATING GRANTS AND GRANTS RELATED TO BIOLOGICAL ASSETS
Government grants are only recognised when there is a reasonable assurance that the grant will be received, and the Group will comply with all required conditions. Operating grants, received with the purpose of compensating the Group for costs incurred, are systematically recorded in the income statement during the periods in which the costs that those grants are intended to compensate are recorded.
Grants related to biological assets (Note 3.7) carried at the fair value, in accordance with IAS 41, are recognised in the income statement when the terms and conditions of the grant are met.
In the first half of 2025 and 2024, Other operating income is detailed as follows:
| Amounts in Euro | Note | 1H 2025 | 1H 2024 |
|---|---|---|---|
| Grants - CO2 Emission allowances | 57,151,765 | 53,002,301 | |
| Operating grants | 5,294,889 | 2,115,574 | |
| Reversal of impairment on receivables | 8.1.4 | 372,560 | 4,766,871 |
| Reversal of impairment on inventories | 4.1.5 | 7,959,134 | 1,648,643 |
| Gains on disposal of non-current assets | 721,255 | 3,623,293 | |
| Compensation received | 857,565 | 1,985,865 | |
| Own work capitalised | 2,821,597 | 1,579,795 | |
| Supplementary gains | 1,209,586 | 934,398 | |
| Regulation reserve band - REN | 2,496,027 | 4,239,168 | |
| Income from waste treatment | 1,522,183 | 656,064 | |
| Gains on inventories | 1,303,158 | 446,086 | |
| Disposal of CO2 emission allowances | 5,150,160 | - | |
| Other operating income | 17,070,930 | 9,341,139 | |
| 103,930,809 | 84,339,197 |
The amount recorded under Grants – CO2 emission allowances corresponds to the recognition of the free allocation of emission allowances, which are mostly offset with the expense recognised for the issue/consumption of allowances granted free of charge, so the reduction does not significantly impact the Group's net income for the period.
{62}------------------------------------------------
Operating grants include Euro 3,000,000 received under the indirect cost aid measure for facilities covered by the European Emissions Trading System (EETS), under Decree-Law 12/2020 of 6 April, as well as grants under the Recovery and Resilience Plan (PRR) in the amount of Euro 1,568,208 (Euro 1,202,793 in 2024). This caption also includes grants granted under research and development projects carried out by the RAIZ institute.
The increase in Reversal of impairment losses on inventories refers mainly to the reversal of impairment relating to waste in the Pulp and Paper segment.
2.3 OTHER OPERATING EXPENSES
In the first half of 2025 and 2024, Other operating expenses is detailed as follows:
| Amounts in Euro | Note | 1H 2025 | 1H 2024 |
|---|---|---|---|
| Cost of goods sold and materials consumed | 4.1.3 | 584,570,002 | 565,032,497 |
| Changes in production | 4.1.4 | (6,606,098) | (11,998,126) |
| External services and supplies | |||
| Energy and fluids | 120,280,492 | 98,562,811 | |
| Transportation of goods | 108,076,124 | 99,045,173 | |
| Specialised work | 65,057,181 | 61,563,280 | |
| Maintenance and repair | 44,057,206 | 39,948,986 | |
| Fees | 3,200,074 | 4,444,427 | |
| Insurance | 10,767,621 | 10,677,127 | |
| Subcontracts | 1,985,412 | 1,272,632 | |
| Other | 42,598,409 | 39,969,022 | |
| 396,022,519 | 355,483,458 | ||
| Payroll costs | 7.1 | 178,905,101 | 164,406,941 |
| Other operating expenses | |||
| Membership fees | 537,339 | 1,340,931 | |
| Donations | 252,541 | 473,255 | |
| Expenses with CO2 emissions | 59,920,474 | 52,219,358 | |
| Impairment on receivables | 8.1.4 | 258,279 | 1,947,827 |
| Impairment on inventories | 4.1.5 | 1,877,548 | 5,913,587 |
| Other inventory losses | 1,157,813 | 4,064,003 | |
| Indirect taxes | 4,938,147 | 4,213,709 | |
| Losses on disposal of non-current assets | 114,273 | 11,544 | |
| Other operating expenses | 3,231,745 | 2,186,984 | |
| 72,288,159 | 72,371,198 | ||
| Net provisions | 9.1 | 905,567 | 2,528,216 |
In the six-month period ended 30 June 2025, there was an increase in energy and fluid costs, mainly due to the increase in the purchase price of electricity compared to the same period last year.
In June 2025, Impairment losses on inventories essentially includes the recognition of the amount of Euro 1,057,261 relating to impairment for the stock of finished paper and tissue products at the Navigator Company (Euro 214,144 in June 2024). In the same period last year, Impairment losses on inventories also included the amount of Euro 3,215,908 relating to impairment for slow movers at Navigator North America.
In June 2024, Impairment losses on receivables corresponded to the amount of impairment losses relating to customers in Egypt.
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3 INVESTMENTS
3.1 GOODWILL
ACCOUNTING POLICIES
Goodwill represents the difference between the fair value of the cost of acquisition and the fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiaries included in the consolidation on the acquisition date and is allocated to each CGU or to the lower Group of CGUs to which it belongs.
| Amortisation andimpairment | Goodwill is not amortised. The Group carries out annual impairment tests on goodwill, or where there are signs ofimpairment. The recoverable amounts of cash-generating units are determined as the higher of value in use and fairvalue less cost of sale. Impairment losses on goodwill cannot be reversed. |
|---|---|
| Disposals and loss ofcontrol | Gains or losses arising from the sale or loss of control over an entity or business to which Goodwill is allocated includethe amount of the corresponding goodwill. |
| Acquisitions in acurrency other thanthe presentationcurrency | Goodwill generated on the acquisition of a foreign entity is recorded in the functional currency of that entity andconverted into the reporting currency of the Group (Euro), at the exchange rate prevailing at the balance sheet date.Exchange differences generated in this conversion are recorded under Currency translation reserve (Note 5.5) as othercomprehensive income. |
| Tax deductibility | Derived from the current tax legislation in Portugal, it is not expected that Goodwill generated or to be recognised willbe tax deductible. In other geographies where the Group operates, a differentiated tax treatment is applied. |
GOODWILL – NET AMOUNT
Goodwill is attributed to the Group's cash generating units (CGU) which correspond to the operating segments identified in Note 2.1, as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Pulp and Paper | 166,929,969 | 168,195,399 |
| Cement | 171,572,230 | 171,503,235 |
| Other businesses | ||
| Environment | 51,562,770 | 38,936,950 |
| Mobility | 148,044,376 | 148,044,376 |
| 538,109,345 | 526,679,960 |
{64}------------------------------------------------
MOVEMENTS IN THE PERIOD
| Amounts in Euro | Note | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Net book value at the beginning of the period | 526,679,960 | 492,387,904 | |
| Acquisitions | 1.2 | 12,625,820 | 40,227,124 |
| Exchange rate adjustment | (1,196,435) | (5,935,068) | |
| Net book value at the end of the period | 538,109,345 | 526,679,960 |
On 24 January 2025, the subsidiary ETSA acquired the entire share capital of Barna, S.A., the parent company of a Group that operates in the circular economy of the food sector, producing proteins and oils from the collection and processing of marine products, mainly for the animal feed sector. The Barna Group is also involved in the production and marketing of marine protein hydrolysates, products with much higher nutritional value.
At this date, the Group is carrying out procedures for the recognition and measurement of identifiable assets acquired, liabilities assumed and, subsequently, the calculation of Goodwill, in accordance with IFRS 3. This assessment will be carried out by specialised and independent external valuers and should new information be obtained within one year of acquisition relating to facts and circumstances that existed at the acquisition date, this will be reflected in fair value.
Under this acquisition, the consideration transferred amounted to Euro 35,000,000, with initial Goodwill calculated at Euro 12,625,820 (Note 1.2).
On 24 May 2024, the subsidiary Navigator completed a public takeover bid, in the form of a "Recommended Firm Cash Offer", for the entire share capital of Accrol Group Holdings Plc (Accrol), a company based in Blackburn, England, which holds a group of nine subsidiaries, three of which operational. The Accrol Group is a leading tissue paper processing in the UK, producing private label toilet rolls, kitchen rolls and facial tissues for most of the major retailers in the UK.
As part of this acquisition, the consideration transferred amounted to Euro 153,765,152 (GBP 130,823,390) and an initial goodwill of Euro 114,920,802 (GBP 97,774,618) was calculated, from which was deducted the fair value attributed to property, plant and equipment and intangible assets of Euro 25,734,059 and Euro 74,045,509, respectively, as well as the associated deferred tax liabilities. The final Goodwill amounted to Euro 40,086,125 (GBP 34,105,275), which as at 31 December 2024 corresponded to an amount of Euro 41,131,329 as a result of the exchange rate update at the rate of 0.82918.
3.2 INTANGIBLE ASSETS
ACCOUNTING POLICIES
Intangible assets are stated at cost of acquisition, deducted of accumulated amortisation and impairment losses, using the straightline method, over a period between 3 to 5 years and annually for CO2 emission rights.
Given the absence of accounting standards for the recognition and measurement of CO2 allowances, the policy defined by the management is as follows:
| CO2 Emission Rights |
|---|
| Recognition of free |
| allowances and |
| subsequent |
| measurement |
CO2 emission allowances attributed to the Group within the European Union Emissions Trading Scheme (EU ETS) for the assignment of CO2 emission allowances at no cost, gives rise to an intangible asset for the allowances, a grant and a liability for the obligation to deliver allowances equal to the emissions that have been made during the compliance period.
Emission allowances are only recorded as intangible assets when the Group is able to exercise control and are measured at fair value (level 1) at the date of initial recognition. When the market value of the emission allowances falls significantly below its book value and such decrease is considered permanent, an impairment charge is booked for allowances which the Group will not use internally.
{65}------------------------------------------------
| The liability to deliver allowances is recognised based on actual emissions (Note 4.3 – Payables and other currentliabilities). This liability will be settled using allowances on hand, being measured at the book value of thoseallowances. Any additional emissions are measured using the market value as of the balance sheet date. | |
|---|---|
| Recognition in theincome statement | In the Consolidated Income Statement, the Group expenses, under Other costs and losses, actual emissions at fairvalue at the grant date, except for acquired allowances, where the expense is measured at their purchase price. Suchcosts will offset other operating income resulting from the recognition of the original grant (also recognised at fairvalue at grant date) as well as any disposal of excess allowances. |
| The effect on the Income statement will, therefore, be neutral regarding the consumption of granted allowances.Any net effect on the Income Statement will result from the purchase of additional allowances to cover excessemissions, from the sale of effective consumption or from impairment losses recorded to allowances acquired thatare not used at operational level. | |
| Brands | |
| Recognition and initialmeasurement | Whenever brands are identified in a business combination, the Group records them separately and these aremeasured at fair value on the acquisition date. |
| Subsequentmeasurement and | At cost, net of accumulated impairment losses. Brands are not subject to amortisation as their useful life is indefinite. |
| impairment | The Group annually carries out impairment tests to the brands, or where there are signs of impairment. |
INTANGIBLE ASSETS DEVELOPED INTERNALLY
ACCOUNTING POLICIES
Development expenses are only recognised as intangible assets to the extent that the technical capacity to complete the development of the asset is demonstrated and that it is available for own use or commercialisation. Expenses that do not meet these requirements, namely research expenses, are recorded as costs when incurred.
{66}------------------------------------------------
MOVEMENTS IN INTANGIBLE ASSETS
| Industrial property and | CO2 emission | Other | Intangible | |||
|---|---|---|---|---|---|---|
| Amounts in Euro | Brands | other rights | allowances | intangible assets | assets in progress | Total |
| Gross amount | ||||||
| Balance as at 1 January 2024 | 277,603,385 | 246,531 | 228,970,689 | 61,925,929 | 1,696,529 | 570,443,063 |
| Change in the scope | - | 8,020,452 | - | 2,446 | 509,174 | 8,532,072 |
| Acquisitions/Allocations | - | 34,919 | 122,001,417 | 213,459 | 5,202,447 | 127,452,242 |
| Acquisitions through business combinations | 20,451,340 | - | - | 53,594,169 | - | 74,045,509 |
| Adjustments, transfers and write-offs | - | 41,371 | (148,519,896) | 6,220,399 | (6,183,739) | (148,441,865) |
| Exchange rate adjustment | (2,178,316) | 258,100 | - | 1,389,490 | 18,234 | (512,492) |
| Balance as at 31 December 2024 | 295,876,409 | 8,601,373 | 202,452,210 | 123,345,892 | 1,242,645 | 631,518,529 |
| Change in the scope | - | 2,111,712 | - | - | - | 2,111,712 |
| Acquisitions/Allocations | - | - | 139,149,977 | 64,110 | 63,396 | 139,277,483 |
| Disposals | - | - | (5,168,100) | - | - | (5,168,100) |
| Adjustments, transfers and write-offs | - | 837,586 | (33,920,145) | (1,176,635) | (951,719) | (35,210,913) |
| Exchange rate adjustment | (853,813) | (341,885) | - | (1,731,115) | (13,449) | (2,940,262) |
| Balance as at 30 June 2025 | 295,022,596 | 11,208,786 | 302,513,942 | 120,502,252 | 340,873 | 729,588,449 |
| Accumulated amortisation and impairment losses | ||||||
| Balance as at 1 January 2024 | (28,049,339) | 517,066 | - | 13,590,844 | - | (13,941,429) |
| Change in the scope | - | (4,315,193) | - | - | - | (4,315,193) |
| Amortisation for the period | - | (1,673,649) | - | (11,107,723) | - | (12,781,372) |
| Adjustments, transfers and write-offs | - | 13,089 | - | 939 | - | 14,028 |
| Exchange rate adjustment | (191,762) | (164,935) | - | (23,211) | - | (379,908) |
| Balance as at 31 December 2024 | (28,241,101) | (5,623,622) | (145,672) | 2,460,849 | - | (31,549,546) |
| Change in the scope | - | (2,015,777) | - | - | - | (2,015,777) |
| Amortisation for the period | - | (1,041,153) | - | (5,761,839) | - | (6,802,992) |
| Impairment losses for the period | - | - | (202,105) | - | - | (202,105) |
| Adjustments, transfers and write-offs | - | - | - | 2,482 | - | 2,482 |
| Exchange rate adjustment | 237,187 | 235,253 | - | 123,316 | - | 595,756 |
| Balance as at 30 June 2025 | (28,003,914) | (8,445,299) | (347,777) | (3,175,192) | - | (39,972,182) |
| Net book value as at 1 January 2024 | 249,554,046 | 763,597 | 228,970,689 | 75,516,773 | 1,696,529 | 556,501,634 |
| Net book value as at 31 December 2024 | 267,635,308 | 2,977,751 | 202,306,538 | 125,806,741 | 1,242,645 | 599,968,983 |
| Net book value as at 30 June 2025 | 689,616,267 | |||||
| 267,018,682 | 2,763,487 | 302,166,165 | 117,327,060 | 340,873 |
The increase recorded in 2024 in Brands and Other intangible assets corresponds to the fair value attributed to the brands and customer portfolio as part of the acquisition of the Navigator Tissue UK Group.
BRANDS
As at 30 June 2025 and 31 December 2024, the net amount of the brands is detailed as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Pulp and Paper | ||
| Navigator | 107,568,000 | 107,568,000 |
| Soporset | 43,919,000 | 43,919,000 |
| My Tissue / My Tissue Ecological + | 2,400,000 | 2,400,000 |
| Elegance* | 6,545,880 | 6,753,660 |
| Magnum* | 8,299,240 | 8,562,676 |
| Softy* | 4,558,738 | 4,703,442 |
| Little Heroes* | 935,126 | 964,809 |
| Cement | ||
| Secil Portugal | 71,700,000 | 71,700,000 |
| Supremo* | 14,344,398 | 14,315,421 |
| Other businesses | ||
| Triangle's | 6,748,000 | 6,748,000 |
| Other | 300 | 300 |
| 267,018,682 | 267,635,308 |
* The value of these brands is subject to exchange rate updates.
{67}------------------------------------------------
CO2 EMISSION ALLOWANCES
In the first half of 2025 and the financial year 2024, the movements in CO2 allowances, were as follows:
| 30/06/2025 | 31/12/2024 | |||
|---|---|---|---|---|
| Amounts in Euro | Tonnes | Amount | Tonnes | Amount |
| Opening balance | 2,717,130 | 202,306,538 | 2,865,192 | 228,970,689 |
| Allowances awarded free of charge | 1,728,017 | 139,149,977 | 1,652,464 | 122,001,417 |
| Licences sold | (70,000) | (5,168,100) | - | - |
| CO2 allowances returned to the Licensing Coordinating Entity | (454,624) | (33,920,145) | (1,800,526) | (148,424,705) |
| Adjustments | - | - | - | (95,190) |
| Impairment losses | - | (202,105) | - | (145,673) |
| Closing balance | 3,920,523 | 302,166,165 | 2,717,130 | 202,306,538 |
As at 30 June 2025 and 31 December 2024, the Group held CO2 allowances recorded in accordance with the policy described above, as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| CO2 allowances (tonnes) | 3,920,523 | 2,717,130 |
| Average unit value | 77.07 | 74.46 |
| 302,166,166 | 202,306,538 | |
| Market price | 68.19 | 71.57 |
{68}------------------------------------------------
3.3 PROPERTY, PLANT AND EQUIPMENT
ACCOUNTING POLICIES
| Recognition and initialmeasurement | Property, plant and equipment acquired up to 1 January 2004 (date of transition to IFRS) are recorded at acquisitioncost, or acquisition cost revalued in accordance with accounting principles generally accepted in Portugal, up to thatdate, less depreciation and accumulated impairment losses. | |
|---|---|---|
| Property, plant and equipment acquired after transition date are recorded at acquisition cost, less depreciation andimpairment losses. | ||
| Depreciation andimpairment | The straight-line method is used from the moment the asset is available for use, using the rates that best reflect itsestimated useful life. | |
| The depreciation of exploration lands results from the estimated average useful life of the land, considering the periodof extraction of raw material. | ||
| Estimated useful life (years) | ||
| Land | 14 | |
| Buildings and other constructions | 12 – 30 | |
| Basic equipment | 6 – 25 | |
| Transportation equipment | 4 – 9 | |
| Tools | 2 – 8 | |
| Administrative equipment | 4 – 8 | |
| Returnable containers | 6 | |
| Other property, plant and equipment | 4 – 10 | |
| The residual values of the assets and respective useful lives are reviewed and adjusted when necessary at the statementof financial position date. If the carrying amount exceeds the recoverable amount of the asset, it is restated to itsestimated recoverable amount by recording impairment losses (Note 3.6). | ||
| Subsequent costs | Scheduled maintenance expenses are considered a component of the acquisition cost of property, plant and equipmentand are fully depreciated by the next forecasted maintenance date. | |
| All other repairs and maintenance costs are recognised in the income statement in the period in which they areincurred. | ||
| Spare and maintenanceparts | Spare parts are considered strategic as they are directly related to production equipment and their use is expected tolast for more than two economic years. Maintenance parts considered as "critical spare parts" are recorded under noncurrent assets, as Property, plant and equipment. In accordance with this classification, spare parts are depreciatedfrom the moment they become available for use and are assigned a useful life that follows the nature of the equipment,where they are expected to be integrated, not exceeding the remaining useful life of these. | |
| Borrowing costs | Borrowing costs directly related to the acquisition or construction (if the construction or development period exceedsone year) of property, plant and equipment are capitalised and form part of the asset's cost. | |
| During the periods presented, no financial charges for loans directly related to the acquisition or construction ofproperty, plant and equipment were capitalised. | ||
| Write-offs anddisposals | Gains or losses arising from write-offs or disposals are determined by the difference between the proceeds from thedisposals when applicable less transaction costs and the carrying amount of the asset and are recognised in the incomestatement as Other operating income (Note 2.2) or Other operating expenses (Note 2.3). |
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RECOVERABILITY OF PROPERTY, PLANT AND EQUIPMENT
The recoverability of property, plant and equipment requires the Board of Directors to use estimates and assumptions, namely, whenever applicable, regarding the determination of the value in use for impairment tests to the Group's cash-generating units.
USEFUL LIFE AND DEPRECIATION
Property, plant and equipment present the most significant component of the Group's total assets. These assets are subject to systematic depreciation for the period that is determined to be their economic useful life. The determination of assets useful lives and the depreciation method to be applied is essential to determine the amount of depreciation to be recognised in the consolidated income statement of each period.
These two parameters are defined according to the best judgement of the Board of Directors for the assets and businesses in question, also considering the practices adopted by companies of the sector at the international level and the evolution of the economic conditions in which the Group operates.
Given the relevance of this estimate, the Group makes regular use of external and independent experts to assess the adequacy of the estimates used.
MOVEMENTS IN PROPERTY, PLANT AND EQUIPMENT
| Amounts in Euro | Land | Buildings and otherconstructions | Equipment and othertangibles | Assets underconstruction | Total |
|---|---|---|---|---|---|
| Gross amount | |||||
| Balance as at 1 January 2024 | 405,083,659 | 1,127,578,930 | 5,880,525,786 | 206,967,587 | 7,620,155,962 |
| Change in the scope | - | 577,800 | 72,779,219 | 3,122,596 | 76,479,615 |
| Acquisitions | 1,029,083 | 148,238 | 26,828,032 | 299,426,044 | 327,431,397 |
| Acquisitions through business combinations | - | 2,297,837 | 23,436,222 | - | 25,734,059 |
| Disposals | (1,869,856) | (256,148) | (5,483,973) | (17,528) | (7,627,505) |
| Adjustments, transfers and write-offs | 4,529,690 | 12,828,465 | 209,612,334 | (238,087,381) | (11,116,892) |
| Exchange rate adjustment | (5,986,153) | (10,315,528) | (19,699,593) | (945,551) | (36,946,825) |
| Balance as at 31 December 2024 | 402,786,423 | 1,132,859,594 | 6,187,998,027 | 270,465,767 | 7,994,109,811 |
| Change in the scope | 1,185,401 | 15,258,905 | 32,304,748 | 179,339 | 48,928,393 |
| Acquisitions | 25,606 | 18,963 | 3,698,915 | 128,240,267 | 131,983,751 |
| Disposals | (747,385) | (349,576) | (1,915,776) | - | (3,012,737) |
| Adjustments, transfers and write-offs | 2,230,965 | 2,480,087 | 167,381,759 | (169,808,535) | 2,284,276 |
| Exchange rate adjustment | (2,600,861) | (3,439,644) | (9,638,889) | (1,999,686) | (17,679,080) |
| Balance as at 30 June 2025 | 402,880,149 | 1,146,828,329 | 6,379,828,784 | 227,077,152 | 8,156,614,414 |
| Accumulated depreciation and impairment losses | |||||
| Balance as at 1 January 2024 | (94,418,437) | (769,768,123) | (4,895,537,984) | (740,926) | (5,760,465,470) |
| Change in the scope | - | - | (7,088,063) | - | (7,088,063) |
| Depreciation for the period | (5,012,801) | (21,166,788) | (188,176,081) | - | (214,355,670) |
| Impairment losses for the period | (2,279,818) | (2,544,989) | (9,715,850) | (336,743) | (14,877,400) |
| Disposals | 71,859 | 242,927 | 4,886,666 | - | 5,201,452 |
| Adjustments, transfers and write-offs | - | 3,408,217 | 11,014,345 | - | 14,422,562 |
| Exchange rate adjustment | 260,611 | 1,603,844 | 8,367,603 | 23,210 | 10,255,268 |
| Balance as at 31 December 2024 | (101,378,586) | (788,224,912) | (5,076,249,364) | (1,054,459) | (5,966,907,321) |
| Change in the scope | - | (3,061,156) | (22,678,556) | - | (25,739,712) |
| Depreciation for the period | (2,411,960) | (10,247,761) | (97,948,946) | - | (110,608,667) |
| Impairment losses for the period | - | 20,010 | 1,021,612 | (80,347) | 961,275 |
| Disposals | 52,220 | 329,770 | 1,615,300 | - | 1,997,290 |
| Adjustments, transfers and write-offs | - | (51,573) | (677,101) | - | (728,674) |
| Exchange rate adjustment | 1,005,909 | 2,344,107 | 5,671,220 | 92,328 | 9,113,564 |
| Balance as at 30 June 2025 | (102,732,417) | (798,891,515) | (5,189,245,835) | (1,042,478) | (6,091,912,245) |
| Net book value as at 1 January 2024 | 310,665,222 | 357,810,807 | 984,987,802 | 206,226,661 | 1,859,690,492 |
| Net book value as at 31 December 2024 | 301,407,837 | 344,634,682 | 1,111,748,663 | 269,411,308 | 2,027,202,490 |
| Net book value as at 30 June 2025 | 300,147,732 | 347,936,814 | 1,190,582,949 | 226,034,674 | 2,064,702,169 |
As at 30 June 2025, in the Pulp and Paper segment, the caption Assets under construction includes investments associated with ongoing development projects, in particular those relating to the collection and incineration of NCG (Non-Condensable Gases) (Euro 14,622,625), the oxygen delignification in Setúbal (Euro 7,019,229), the new bleaching tower in Aveiro (Euro 3,056,490), the new cogeneration unit at the Aveiro tissue mill (Euro 12,926,281), the adaptation of the Aveiro hydrogen combustion process (Euro 2,467,694), the conversion of the Aveiro Lime Kiln (Euro 4,782,061), the new biomass boiler in Vila Velha de Rodão (Euro 4,067,344), the new cogeneration plant (Euro 6,363,105), the adaptation of the hydrogen combustion process (Euro 3,602,395) and the new
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biomass lime kiln (Euro 18,732,687) in Figueira da Foz. The remainder is related to several projects for improving and optimising the production process.
The commitments assumed by the Group for the acquisition of property, plant and equipment are detailed in Note 9.2 – Commitments.
3.4 GOVERNMENT GRANTS
ACCOUNTING POLICIES
Government grants received to compensate the Group for investments made in Property, plant and equipment, including those attributed as tax credits, are classified as Deferred income (Note 4.3 – Payables) and are recognised in income over the estimated useful life of the respective subsidised assets, and are associated with the depreciation of the period (Note 3.6), for presentation purposes.
REPAYABLE GOVERNMENT GRANTS
Government grants, in the form of repayable loans at a subsidised rate, are discounted on the date of initial recognition based on the market interest rate at the date of grant, the value of the discount constituting the value of the grant to be amortised over the period of the loan or asset whose acquisition it is intended to finance, depending on the activities financed. These liabilities are included in Payables and other current liabilities (Note 4.3).
GOVERNMENT GRANTS – DETAILS
| Amounts in Euro | Nature | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Under AICEP contracts | |||
| Enerpulp, S.A. | Financial | 68,641 | 105,727 |
| Navigator Pulp Aveiro, S.A. | Financial/Tax | 2,118,621 | 2,527,412 |
| Navigator Pulp Figueira, S.A. | Financial/Tax | 6,545,168 | 6,899,272 |
| Navigator Parques Industriais, S.A. | Financial | 1,662,199 | 1,691,570 |
| Navigator Tissue Aveiro, S.A. | Financial/Tax | 9,159,879 | 9,520,852 |
| Secil Clean Cement Line Outão | Financial | 6,281,272 | 5,269,128 |
| Triangle'S - Cycling Equipments, S.A. | Financial | 3,448,253 | 5,002,302 |
| Under the RRP | |||
| Navigator Forest Portugal, S.A. | Financial | 40,298 | 36,510 |
| Viveiros Aliança, SA | Financial | 17,370 | 18,161 |
| Navigator Pulp Aveiro, S.A. | Financial | 17,134,817 | 17,752,757 |
| Navigator Paper Setúbal, S.A. | Financial | 10,911,993 | 10,966,135 |
| Navigator Pulp Setúbal, S.A. | Financial | 21,343,543 | 21,480,000 |
| Navigator Tissue Ródão, S.A. | Financial | 8,462,427 | 8,462,427 |
| Navigator Paper Figueira, S.A. | Financial | 4,613,896 | 4,621,122 |
| Navigator Pulp Figueira, S.A. | Financial | 16,380,687 | 16,408,219 |
| Navigator Tissue Aveiro, S.A. | Financial | 11,918,523 | 11,968,393 |
| Raiz | Financial | 1,990,021 | 2,048,251 |
| Secil Clean Cement Line Maceira | Financial | 5,881,890 | 5,881,890 |
| SEBOL – Comércio e Indústria de Sebo, S.A. | Financial | 4,497,286 | 3,705,201 |
| ITS – Indústria Transf. de Subprod. Animais, S.A. | Financial | 41,969 | 55,250 |
| Triangle's - Cycling Equipments, S.A. | Financial | 11,403,556 | 11,614,440 |
| Other | |||
| Raiz | Financial | 787,248 | 949,079 |
| Navigator Pulp Setúbal, S.A. | Financial | 4,342,003 | 4,488,046 |
| Secil - Companhia Geral de Cal e Cimento, S.A. | Financial | 17,156 | 1,484,282 |
| Barna, S.A. | Financial | 243,799 | - |
| Closing balance | 149,312,515 | 152,956,426 |
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GOVERNMENT GRANTS – MOVEMENTS
| Amounts in Euro | Note | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Opening balance | 152,956,426 | 144,216,793 | |
| Change in the scope | 263,824 | - | |
| Allocation | 836,546 | 17,481,319 | |
| Charge-off | 3.6 | (2,765,720) | (5,901,588) |
| Other | (1,978,561) | (2,840,098) | |
| Closing balance | 149,312,515 | 152,956,426 | |
| Of a financial nature | 135,448,142 | 138,388,779 | |
| Of a tax nature | 13,864,373 | 14,567,647 |
The allocations for the period relate to the sums allocated under the mobilising agendas of the Recovery and Resilience Plan (RRP).
The Group expects to recognise grants in profit or loss as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Up to 1 year | 9,465,253 | 9,149,468 |
| 1 to 2 years | 7,777,906 | 5,257,296 |
| 2 to 3 years | 7,140,689 | 4,592,969 |
| 3 to 4 years | 7,109,667 | 4,561,948 |
| 4 to 5 years | 6,689,341 | 4,141,750 |
| More than 5 years | 111,129,659 | 125,252,995 |
| 149,312,515 | 152,956,426 |
3.5 RIGHT-OF-USE ASSETS
ACCOUNTING POLICIES
At the date the lease enters into force, the Group recognises a right-of-use asset at its cost, which corresponds to the initial amount of the lease liability adjusted for: i) any prepayments; ii) lease grants received; and iii) initial direct costs incurred. To the right-of-use asset, the estimate of removing and/or restoring the underlying asset and/or the location where it is located may be added, when required by the lease agreement.
The right-of-use asset is subsequently depreciated using the straight-line method, from the start date until the lower between the end of the asset's useful life and the lease term. Additionally, the right-of-use asset reduced of impairment losses, if any, and adjusted for any remeasurement of the lease liability.
The useful life considered for each class of right-of-use asset is equal to the useful life of Property, plant and equipment (Note 3.3) in the same class when there is a call option and the Group expects to exercise it.
SHORT-TERM LEASES AND LOW-VALUE ASSET LEASES
The Group recognises payments for leases of 12 months or less and for leases of assets whose individual acquisition value is less than USD 5,000 directly as operating expenses for the period (Note 2.3), on a straight-line basis.
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MOVEMENTS IN RIGHT-OF-USE ASSETS
| Amounts in Euro | Industrial propertyand other rights | Land | Buildings and otherconstructions | Equipment andother tangibles | Total |
|---|---|---|---|---|---|
| Gross amount | |||||
| Balance as at 1 January 2024 | 1,206,958 | 89,173,799 | 10,903,099 | 67,415,745 | 168,699,601 |
| Change in the scope | - | - | 930,133 | 42,964,951 | 43,895,084 |
| Acquisitions | 37,329 | 6,929,331 | 2,070,384 | 25,825,046 | 34,862,090 |
| Adjustments, transfers and write-offs | - | (1,520,397) | (758,825) | (5,878,774) | (8,157,996) |
| Exchange rate adjustment | - | (20,856) | (101,691) | 613,016 | 490,469 |
| Balance as at 31 December 2024 | 1,244,287 | 94,561,877 | 13,043,100 | 130,939,984 | 239,789,248 |
| Acquisitions | - | 4,530,862 | 1,206,185 | 7,147,889 | 12,884,936 |
| Adjustments, transfers and write-offs | - | (47,399) | (124,914) | (17,171,720) | (17,344,033) |
| Exchange rate adjustment | - | (85,354) | (158,173) | (1,390,778) | (1,634,305) |
| Balance as at 30 June 2025 | 1,244,287 | 98,959,986 | 13,966,198 | 119,525,375 | 233,695,846 |
| Accumulated amortisation and impairment losses | |||||
| Balance as at 1 January 2024 | (512,079) | (21,745,801) | (6,560,926) | (36,386,259) | (65,205,065) |
| Change in the scope | - | - | (681,574) | (11,335,039) | (12,016,613) |
| Amortisation for the period | (74,260) | (5,760,016) | (2,327,253) | (18,988,329) | (27,149,858) |
| Adjustments, transfers and write-offs | - | 1,501,009 | 462,500 | 6,016,408 | 7,979,917 |
| Exchange rate adjustment | - | 7,924 | (1,289) | (29,571) | (22,936) |
| Balance as at 31 December 2024 | (586,339) | (25,996,884) | (9,108,542) | (60,722,790) | (96,414,555) |
| Amortisation for the period | (38,139) | (3,067,324) | (1,230,038) | (9,869,070) | (14,204,571) |
| Adjustments, transfers and write-offs | - | 47,399 | 121,660 | 15,940,558 | 16,109,617 |
| Exchange rate adjustment | - | 22,815 | 183,102 | 452,903 | 658,820 |
| Balance as at 30 June 2025 | (624,478) | (28,993,994) | (10,033,818) | (54,198,399) | (93,850,689) |
| Net book value as at 1 January 2024 | 694,879 | 67,427,998 | 4,342,173 | 31,029,486 | 103,494,536 |
| Net book value as at 31 December 2024 | 657,948 | 68,564,993 | 3,934,558 | 70,217,194 | 143,374,693 |
| Net book value as at 30 June 2025 | 619,809 | 69,965,992 | 3,932,380 | 65,326,976 | 139,845,157 |
The caption Forestry Lands relates essentially to the land use rights of existing forest exploration by the subsidiary Navigator, whose agreements usually have a duration of 24 years, and may be cancelled in advance if the second harvest takes place before the 24th year of the agreement term.
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3.6 DEPRECIATION, AMORTISATION AND IMPAIRMENT LOSSES
In the first half of 2025 and 2024, Depreciation, Amortisation and Impairment losses were detailed as follows:
| Note | 1H 2025 | 1H 2024 |
|---|---|---|
| 3.3 | 110,608,667 | 101,133,810 |
| 3.4 | (2,540,448) | (2,087,290) |
| 108,068,219 | 99,046,520 | |
| 209,613 | 28,924 | |
| (1,170,888) | (536,347) | |
| 3.3 | (961,275) | (507,423) |
| 6,802,992 | 5,867,478 | |
| (225,272) | - | |
| 3.2 | 6,577,720 | 5,867,478 |
| 3.2 | 202,105 | 625,883 |
| 202,105 | 625,883 | |
| 3.5 | 14,204,571 | 11,818,269 |
| 3.9 | 383 | 8,783 |
| 3.9 | 5,874 | - |
| (462,163) | (870,256) | |
| 127,635,434 | 115,989,254 | |
The Group regularly employs external and independent technicians to assess its industrial assets and to verify the adequacy of the estimates used in terms of the useful lives of these assets.
3.7 BIOLOGICAL ASSETS
ACCOUNTING POLICIES
The Group's biological assets comprise the forests held for the production of timber, suitable for incorporating in the production of BEKP or for sale on the market, mostly eucalyptus, but also include other species such as pine and cork oak.
Biological assets are measured at fair value less estimated selling expenses at the time of harvest.
| Fair Value (level 3 of theIFRS 13 fair valuehierarchy) | When calculating the fair value of forests, the Group used the discounted cash flows method, based on a modeldeveloped in house, regularly tested by independent external assessments. |
|---|---|
| In the model developed, assumptions are considered corresponding to the nature of the assets under evaluation,namely, the development cycle of the different species, the productivity of the forests, the wood sales price (whenthere is an active market) less the cost of harvesting, the rents of own, leased land, replanting and transport, thecosts of planting and maintenance, the cost inherent in leasing the forest land; and the discount rate. | |
| The discount rate corresponds to a market rate without inflation, in a manner consistent with the structure offorecasts, determined on the basis of the Navigator Group's expected rate of return on its forests, which are intendedto be sold intra-group. | |
| Concession areas | The costs incurred with the site preparation before the first forestation are recorded as property, plant andequipment and depreciated in line with its expected useful lives corresponding to the concession period. |
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| INTERIM REPORT H1 2025 | |
|---|---|
| Change of estimates | Changes in estimates of growth, harvesting period, price, cost and other assumptions are recognised in the incomestatement as fair value adjustments of biological assets. |
|---|---|
| Harvesting | At the time of harvesting, wood is recognised at fair value less estimated costs since that point until the point of sale,which is the initial cost of the inventory. |
ACCOUNTING ESTIMATES AND JUDGEMENTS
ASSUMPTIONS
Assumptions corresponding to the nature of the assets being valued were considered:
- Productivity of forests;
- Wood sales price (when there is an active market) less the cost of harvesting, rents for own, rented and leased land, replanting and transport, planting and maintenance costs, and the cost of leasing forest land.
- The discount rate used as at 30 June 2025 corresponds to 4.27% (31 December 2024: 4.27%) for Portugal and Spain and 21.6% (2024: 21.6%) in determining the fair value of biological assets in Mozambique. It should be noted that the Group incorporates the fire risk into the model's cash flows. If this risk were incorporated into the discount rate, it would be of 6.51% and 22.22% in Portugal and Mozambique, respectively.
These values, calculated in accordance with the expected extraction of their productions, correspond to the following future production expectations:
| 30/06/2025 | 31/12/2024 | |
|---|---|---|
| Eucalyptus (Portugal) – Potential future of wood extractions k m3ssc | 9,971 | 9,909 |
| Eucalyptus (Spain) – Potential future of wood extractions k m3ssc | 324 | 244 |
| Eucalyptus (Mozambique) – Potential future of wood extractions k m3ssc | 4,030 | 5,165 |
| Pine (Portugal) - Potential future of wood extractions k tonne | 246 | 282 |
| Cork oak (Portugal) – Potential future of cork extractions k @ | 457 | 458 |
Concerning Eucalyptus, the most relevant biological asset in the financial statements presented, as at 30 June 2025, the Group extracted 288,594 m3ssc of wood from its owned and explored forests (31 December 2024: 611,862 m3ssc).
As at 30 June 2025 and 31 December 2024, (i) there are no amounts of biological assets whose property is restricted and/or pledged as guarantee for liabilities, nor there are non-reversible commitments related to the acquisition of biological assets, and (ii) there are no government grants related to biological assets recognised in the Group's consolidated financial statements.
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MOVEMENTS IN BIOLOGICAL ASSETS
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Opening balance | 115,250,198 | 115,622,249 |
| Variation | ||
| Logging in the period | (11,608,944) | (22,305,990) |
| Growth | 15,795,889 | 25,895,749 |
| New planted areas and replanting (at cost) | 1,659,931 | 3,091,316 |
| Other changes in fair value: | ||
| change in the price of wood | - | 21,818,100 |
| change in the cost-of-capital rate | - | 6,890,813 |
| impact of forest fires | - | (3,030,511) |
| transport logistics costs | - | (24,407,600) |
| fixed costs structure | - | (3,253,000) |
| changes in other species | (231,970) | 554,567 |
| other changes in expectations | (3,465,669) | (6,299,966) |
| Total changes in the period | 2,149,237 | (1,046,522) |
| Exchange rate adjustment | (2,155,451) | 674,471 |
| Closing balance | 115,243,984 | 115,250,198 |
DETAIL OF BIOLOGICAL ASSETS
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Eucalyptus (Portugal) | 86,996,036 | 85,569,146 |
| Eucalyptus (Spain) | 2,028,118 | 3,081,361 |
| Pine (Portugal) | 6,028,125 | 5,798,144 |
| Cork oak (Portugal) | 1,028,066 | 1,490,017 |
| Other species (Portugal) | 73,107 | 73,107 |
| Eucalyptus (Mozambique) | 19,090,532 | 19,238,423 |
| 115,243,984 | 115,250,198 |
3.8 NON-CURRENT ASSETS HELD FOR SALE
ACCOUNTING POLICIES
Non-current assets (or discontinued operations) are classified as held for sale if their value can be realised mainly through a sale transaction rather than through their continued use.
This is considered to be the case only when: (i) the sale is highly probable and the asset is available for immediate sale in its present condition, (ii) the Group has assumed a commitment to sell, and (iii) it is expected that the sale will take place within a period of 12 months.
| Measurement andpresentation | From the moment property, plant and equipment is classified as non-current assets held for sale, they are measured atthe lower of book value or at fair value less costs to sell and their depreciation ceases. When the fair value less costs tosell is lower than the book value, the difference is recognised in the income statement. |
|---|---|
| Disposals | Gains or losses on disposals of non-current assets, determined by the difference between the sale price and therespective net book value, are recognised in the income statement as Other operating income (Note 2.2) or Otheroperating expenses (Note 2.3). |
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As at 30 June 2025 and 31 December 2024, the assets presented as non-current assets held for sale correspond to industrial equipment acquired from the bankrupt company CNE – Cimentos Nacionais ou Estrangeiros, S.A. for an amount of Euro 1,008,000.
3.9 INVESTMENT PROPERTIES
ACCOUNTING POLICIES
The Group classifies the assets held for the purpose of capital appreciation and/or the generation of rental income as investments properties in the consolidated financial statements.
| Measurement | An investment property is initially measured by its acquisition or production cost, including the transaction costs thatare directly attributable to it. After initial recognition, investment properties are measured at cost less accumulatedamortisation and impairment losses. |
|---|---|
| Subsequent expenditure is capitalised only when it is probable that it will result in future economic benefits to the entitycomparing to those considered in initial recognition. |
MOVEMENTS IN INVESTMENT PROPERTIES
| Amounts in Euro | Note | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Opening balance | 400,303 | 504,303 | |
| Dispostas | - | (88,199) | |
| Depreciation for the period | 3.6 | (383) | (766) |
| Impairment losses for the period | 3.6 | (5,874) | (15,035) |
| Closing balance | 394,046 | 400,303 |
These assets consist essentially of land and buildings held for rental and/or capital valuation purposes and are not related to the Group's operating activity nor do they have any future use determined.
4 WORKING CAPITAL
4.1 INVENTORIES
ACCOUNTING POLICIES
| Goods and rawmaterials | Goods and raw, subsidiary and consumable materials are valued at the lower of their purchase cost or their net realisablevalue. The purchase cost includes ancillary costs and it is determined using the weighted average cost as the valuationmethod. |
|---|---|
| Finished andintermediate | Finished and intermediate products and work in progress are valued at the lower of their production cost (which includesincorporated raw materials, labour and general manufacturing costs, based on a normal production capacity level) or theirnet realisable value. |
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products and work
in progress The net realisable value corresponds to the estimated selling price, after deducting estimated completion and selling costs. The difference between production cost and net realisable value, if lower, are recorded as an operational cost.
4.1.1 INVENTORIES – DETAIL BY NATURE
AMOUNTS NET OF ACCUMULATED IMPAIRMENT LOSSES
| 30/06/2025 | 31/12/2024 |
|---|---|
| 242,851,310 | 226,331,955 |
| 9,190,887 | 13,359,109 |
| 252,042,197 | 239,691,064 |
| 182,762,011 | 180,613,721 |
| 4,514,409 | 4,436,699 |
| 9,169,009 | 372,084 |
| 196,445,429 | 185,422,504 |
| 448,487,626 | 425,113,568 |
4.1.2 INVENTORIES – DETAIL BY SEGMENT AND GEOGRAPHY
| Amounts in Euro | 30/06/2025 | % | 31/12/2024 | % |
|---|---|---|---|---|
| Pulp and Paper | ||||
| Portugal | 265,993,952 | 80.7% | 241,620,791 | 79.7% |
| Rest of Europe | 32,840,906 | 10.0% | 29,225,680 | 9.6% |
| America | 28,376,879 | 8.6% | 29,715,421 | 9.8% |
| Africa | 2,226,545 | 0.7% | 2,636,475 | 0.9% |
| 329,438,282 | 100.0% | 303,198,367 | 100.0% | |
| Cement | ||||
| Portugal | 55,425,797 | 50.9% | 58,830,482 | 51.2% |
| Rest of Europe | 2,162,277 | 2.0% | 2,394,854 | 2.1% |
| America | 13,430,036 | 12.3% | 10,345,928 | 9.0% |
| Africa | 26,609,703 | 24.4% | 27,973,785 | 24.4% |
| Asia | 11,263,426 | 10.3% | 15,321,767 | 13.3% |
| 108,891,239 | 100.0% | 114,866,816 | 100.0% | |
| Other businesses | ||||
| Portugal | 10,158,105 | 100.0% | 7,048,385 | 100.0% |
| 10,158,105 | 100.0% | 7,048,385 | 100.0% | |
| 448,487,626 | 425,113,568 |
Inventories of finished and intermediate products include Euro 2,239,094 (31 December 2024: Euro 10,358,907) relating to inventories for which invoices have already been issued but whose control has not been transferred to customers.
As at 30 June 2025 and 31 December 2024, there are no inventories in which ownership is restricted and/or pledged as collateral for liabilities.
4.1.3 COST OF GOODS SOLD AND MATERIALS CONSUMED IN THE PERIOD
| Amounts in Euro | Note | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Opening balance | 239,691,064 | 227,364,798 | |
| Change in the scope | - | (14,152,590) | |
| Purchases | 596,921,135 | 1,152,929,537 | |
| Closing balance | (252,042,197) | (239,691,064) | |
| Cost of goods sold and materials consumed | 2.3 | 584,570,002 | 1,126,450,681 |
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4.1.4 VARIATION IN PRODUCTON DURING THE PERIOD
| Amounts in Euro | Note | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Opening balance | (185,422,504) | (170,126,384) | |
| Change in the scope | (3,629,656) | (11,422,914) | |
| Adjustments | (787,171) | 3,180,881 | |
| Closing balance | 196,445,429 | 185,422,504 | |
| Variation in production | 2.3 | 6,606,098 | 7,054,087 |
4.1.5 MOVEMENTS IN IMPAIRMENT LOSSES IN INVENTORIES
| Amounts in Euro | Note | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Opening balance | (31,204,631) | (29,424,394) | |
| Increases | 2.3 | (1,877,548) | (5,637,006) |
| Reversals | 2.2 | 7,959,134 | 5,068,999 |
| Impact in profit or loss for the period | 6,081,586 | (568,007) | |
| Change in the scope | - | (1,192,426) | |
| Charge-offs | 222,179 | (23,302) | |
| Exchange rate adjustment | 203,975 | 3,498 | |
| Closing balance | (24,696,891) | (31,204,631) |
4.2 RECEIVABLES
ACCOUNTING POLICIES
TRADE AND OTHER RECEIVABLES
| Classification | Trade receivables result from the Group's main activities and the business model followed is "hold to collect",although sometimes the Cement segment uses confirming. Balances from other receivables are typically from the"hold to collect" model. |
|---|---|
| Initial measurement | At fair value |
| Subsequent measurement | At amortised cost, net of impairment losses. |
| Impairment of tradereceivables | Impairment losses are recorded based on the simplified model provided for in IFRS 9, recording expected lossesuntil maturity. The expected losses are determined on the basis of the experience of historical actual losses over astatistically significant period and representative of the specific characteristics of the underlying credit risk. |
| Impairment from otherreceivables | Impairment losses are recorded on the basis of the general estimated credit loss model of IFRS 9. |
{79}------------------------------------------------
As at 30 June 2025 and 31 December 2024, Current receivables and non-current receivables were as follows:
| 30/06/2025 | 31/12/2024 | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in Euro | Note | Non-current | Current | Total | Non-current | Current | Total |
| Trade receivables | - | ||||||
| Pulp and Paper segment | 8.1.4 | - | 300,286,946 | 300,286,946 | - | 305,042,497 | 305,042,497 |
| Cement segment | 8.1.4 | - | 97,737,874 | 97,737,874 | - | 75,267,264 | 75,267,264 |
| Other businesses segment | 8.1.4 | - | 23,159,365 | 23,159,365 | - | 17,342,173 | 17,342,173 |
| - | 421,184,185 | 421,184,185 | - | 397,651,934 | 397,651,934 | ||
| Receivables - Related parties | 10.4 | - | 3,746,175 | 3,746,175 | - | 5,705,585 | 5,705,585 |
| State | - | 50,028,483 | 50,028,483 | - | 76,610,134 | 76,610,134 | |
| Department of Commerce (EUA) | 1,114,576 | - | 1,114,576 | 718,183 | - | 718,183 | |
| Grants receivable | 7,257,135 | 58,439,739 | 65,696,874 | 17,237,232 | 59,185,244 | 76,422,476 | |
| Accrued income | - | 15,329,886 | 15,329,886 | - | 25,460,897 | 25,460,897 | |
| Deferred expenses | - | 33,303,457 | 33,303,457 | - | 21,764,619 | 21,764,619 | |
| Derivative financial instruments | 8.2 | - | 24,272,872 | 24,272,872 | - | 34,577,496 | 34,577,496 |
| Advances to suppliers | - | 5,118,718 | 5,118,718 | - | 3,782,877 | 3,782,877 | |
| Other | 4,535,178 | 42,189,417 | 46,724,595 | 7,895,039 | 30,490,722 | 38,385,761 | |
| 12,906,889 | 653,612,932 | 666,519,821 | 25,850,454 | 655,229,508 | 681,079,962 |
The amounts above are net of accumulated impairment losses. Analysis of impairment for receivables is presented in Note 8.1.4 – Credit risk.
As at 30 June 2025 and 31 December 2024, this caption is detailed as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Value Added Tax - recoverable | 16,040,722 | 21,085,602 |
| Value Added Tax - repayment requests | 26,259,088 | 47,545,155 |
| Tax on the Movement of Goods and Services (ICMS) | 2,164,139 | 2,209,988 |
| PIS and COFINS credit on fixed assets | 5,454,880 | 5,764,535 |
| Other taxes | 109,654 | 4,854 |
| 50,028,483 | 76,610,134 |
As at 30 June 2025 and 31 December 2024, Accrued income and deferred costs were detailed as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Accrued income | ||
| Energy sales | 7,106,910 | 11,821,131 |
| Compensation receivable | 429,763 | - |
| Interest receivable | 1,704,324 | 84,049 |
| Other | 6,088,889 | 13,555,717 |
| 15,329,886 | 25,460,897 | |
| Deferred income | ||
| Insurance | 7,019,717 | 278,825 |
| Rentals | 15,826,122 | 14,428,850 |
| Other | 10,457,618 | 7,056,944 |
| 33,303,457 | 21,764,619 | |
| 48,633,343 | 47,225,516 |
4.3 PAYABLES
ACCOUNTING POLICIES
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| Initial measurement | At fair value, net of transaction costs incurred. |
|---|---|
| Subsequent | At amortised cost, using the effective interest rate method. |
| measurement | The difference between the repayment amount and the initial measurement amount is recognised in the income |
| statement over the debt period under Interest on other financial liabilities at amortised cost (Note 5.10). |
As at 30 June 2025 and 31 December 2024, Payables were detailed as follows:
| Amounts in Euro | Note | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Trade payables - current account | 414,793,161 | 424,772,395 | |
| Trade payables - property, plant and equipment - current account | 33,306,289 | 63,459,626 | |
| Advances from customers | 2,001,699 | 4,208,429 | |
| State | 95,076,073 | 65,263,494 | |
| Instituto do Ambiente − CO₂ licences | 164,883,519 | 138,883,537 | |
| Related parties | 10.4 | 5,454,249 | 7,601,820 |
| Dividends payable to NCI | 5.6 | 22,475,694 | 29,969,723 |
| Other payables | 16,341,354 | 27,700,134 | |
| Derivative financial instruments | 8.2 | 7,390,370 | 7,159,750 |
| Accrued expenses - payroll | 54,326,470 | 63,941,892 | |
| Other accrued expenses | 75,467,602 | 78,630,670 | |
| Non-repayable grants | 153,873,510 | 75,054,714 | |
| Other deferred income | 7,598,749 | 6,567,954 | |
| Payables - current | 1,052,988,739 | 993,214,138 | |
| Non-repayable grants | 137,841,898 | 144,462,392 | |
| Department of Commerce (USA) | 1,629,551 | 1,160,207 | |
| Other | 45,768,645 | 43,405,689 | |
| Payables - non-current | 185,240,094 | 189,028,288 | |
| 1,238,228,833 | 1,182,242,426 |
{81}------------------------------------------------
As at 30 June 2025 and 31 December 2024, State is detailed as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Personal income tax withheld (IRS) | 7,044,726 | 4,830,783 |
| Value added tax | 50,291,301 | 25,439,898 |
| Social Security contributions | 8,659,556 | 5,643,716 |
| ICMS - Tax on the Movement of Goods and Services | 1,056,213 | 943,900 |
| Programa de Desenvolvimento da Empresa Catarinense (PRODEC) | 689,838 | 750,165 |
| Programa Paraná Competitivo | 25,953,399 | 26,367,685 |
| Other | 1,381,040 | 1,287,347 |
| 95,076,073 | 65,263,494 |
As at 30 June 2025 and 31 December 2024, there were no overdue debts to the State.
NON-REFUNDABLE GRANTS - DETAILS
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Government grants | 11,470,617 | 8,494,034 |
| Grants - CO2 emission allowances | 136,527,126 | 59,697,933 |
| Other grants | 5,875,767 | 6,862,747 |
| Non-repayable grants - current | 153,873,510 | 75,054,714 |
| Government grants | 137,841,898 | 144,462,392 |
| Non-repayable grants - non-current | 137,841,898 | 144,462,392 |
| 291,715,408 | 219,517,106 |
5 CAPITAL STRUCTURE
5.1 CAPITAL MANAGEMENT
CAPITAL MANAGEMENT POLICY
The objectives of Semapa Group, when managing capital, are to safeguard the Group´s ability to continue as a going concern and value creation for shareholders, through a conservative dividend policy based on principles of financial strength. The aim has been to maintain a financial structure compatible with the Group´s sustained growth and different business areas, whilst maintaining sound solvency and financial autonomy indicators. Accordingly, capital considered for the purposes of capital management corresponds to Equity. Equity does not include any financial liabilities.
In order to maintain or adjust its capital structure, the Group can adjust the amount of dividends payable to its shareholders, return capital to its shareholders, issue new shares or sell assets to lower its borrowings.
5.2 SHARE CAPITAL AND THEASURY SHARES
ACCOUNTING POLICIES
Semapa's share capital is fully subscribed and paid up, represented by shares with no nominal value.
Costs directly attributable to the issue of new shares or other equity instruments are reported as a deduction, net of taxes, from the amount received. The cost directly attributable to the issue of new shares options for a business acquisition are included in the acquisition cost, as part of the purchase price.
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TREASURY SHARES
| Recognition | At acquisition value, as a reduction of equity. |
|---|---|
| Acquisitions byGroup company | When any Group company acquires shares of the parent company, the payment, which includes directly-associatedincremental costs, is deducted from the shareholders' equity attributable to the holders of the parent company's capitaluntil the shares are cancelled, redeemed or sold. |
| Disposal of treasuryshares | When shares are subsequently sold or repurchased, any proceeds, net of the directly attributable transaction costs andtaxes, is reflected in the shareholders' equity of the company's shareholders, under Other reserves (Note 5.5). |
| Extinction oftreasury shares | The extinction of treasury shares is reflected in the consolidated financial statements, as a reduction of share capital andin the caption Treasury shares at its nominal and acquisition cost, respectively. The differential between those amounts isrecorded in Other reserves. |
SEMAPA'S SHAREHOLDERS
As at 30 June 2025 and 31 December 2024, Semapa's shareholders are detailed as follows:
| 30/06/2025 | ||||
|---|---|---|---|---|
| Entity | No. of shares | % | No. of shares | % |
| Shares without par value | ||||
| Cimo - Gestão de Participações, SGPS, S.A. | 38,959,431 | 47.94 | 38,959,431 | 47.94 |
| Sodim, SGPS, S.A. | 27,508,892 | 33.85 | 27,508,892 | 33.85 |
| Treasury shares | 1,400,627 | 1.72 | 1,400,627 | 1.72 |
| Other shareholders with less than 5% shareholdings | 13,401,050 | 16.49 | 13,401,050 | 16.49 |
| 81,270,000 | 100 | 81,270,000 | 100 |
5.3 EARNINGS PER SHARE
ACCOUNTING POLICIES
The basic earnings per share are determined based on the division of profits or losses attributable to the ordinary shareholders of Semapa by the weighted average number of common shares outstanding during the period.
For the purpose of calculating diluted earnings per share, Semapa adjusts the profit or loss attributable to ordinary equity holders, as well as the weighted average number of outstanding shares, for the purposes of all potential dilutive common shares.
| Amounts in Euro | 1H 2025 | 1H 2024 |
|---|---|---|
| Net profit attributable to the Shareholders of Semapa | 89,503,842 | 131,825,274 |
| Total number of shares issued | 81,270,000 | 81,270,000 |
| Average number of shares in the portfolio | (1,400,627) | (1,400,627) |
| Weighted average number of shares | 79,869,373 | 79,869,373 |
| Basic earnins per share | 1.121 | 1.651 |
| Diluted earnings per share | 1.121 | 1.651 |
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5.4 DIVIDENDS
Dividends per share presented are calculated based on the number of shares outstanding on the grant date.
DIVIDENDS ALLOCATED IN THE PERIOD
| Amounts in EuroAllocations in 2025 | Date | Amountapproved | Dividendsper share |
|---|---|---|---|
| Approval of payment of dividends relating to the 2024 net profit on an individualbasis in accordance with IFRS at the Annual Shareholders' Meeting of Semapa | 29 May 2025 | 49,998,228 | 0.626 |
| Allocations in 2024 | |||
| Approval of payment of dividends relating to the 2023 net profit on an individualbasis in accordance with IFRS at the Annual Shareholders' Meeting of Semapa | 24 May 2024 | 49,998,228 | 0.626 |
In the first half of 2025, dividends and other reserves paid by the Group amounted to Euro 79,967,951, distributed as dividends paid to Semapa shareholders in the amount of Euro 49,998,228 and paid to shareholders of subsidiaries in the amount of Euro 29,969,724.
5.5 RESERVES AND RETAINED EARNINGS
ACCOUNTING POLICIES
FAIR VALUE RESERVES
Fair value reserve refers to the accumulated change in fair value of derivative financial instruments classified as hedging instruments (Note 8.2), and financial investments measured at fair value through other comprehensive income (Note 8.3), net of deferred taxes.
Changes related to derivatives are reclassified to profit or loss for the period (Note 5.10) as the hedged instruments affect profit or loss for the period. The change in fair value of financial investments recorded under this caption is not recycled to profit or loss.
CURRENCY TRANSLATION RESERVE
The currency translation reserve corresponds to the cumulative amount related to the Group's appropriation of exchange rate differences resulting from the translation of the financial statements of the subsidiaries and associates operating outside the Euro Zone, mainly in Brazil, Tunisia, Lebanon, Angola, Mozambique, the United States of America, Switzerland and United Kingdom.
LEGAL RESERVE
The Portuguese commercial legislation prescribes that at least 5% of annual net profit must be transferred to the legal reserve, until this is equal to at least 20% of the share capital. This reserve cannot be distributed unless the company is liquidated. It may, however, be drawn on to absorb losses, after other reserves are exhausted, or incorporated in the share capital.
The legal reserve is constituted by its maximum amount in the periods presented.
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OTHER RESERVES
This caption corresponds to reserves constituted through the transfer of prior period's profit and other movements. The portion of the balance corresponding to the acquisition value of treasury shares held is not distributable.
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Currency translation reserve (2 | 17,849,133) | (212,153,279) |
| Fair value reserves | 19,741,448 | 12,353,211 |
| Legal reserve | 16,695,625 | 16,695,625 |
| Other reserves 1,7 | 09,796,404 | 1,527,058,683 |
| Retained earnings | (3,816,322) | (2,312,172) |
| Reserves and Retained earnings 1,5 | 24,568,022 | 1,341,642,068 |
CURRENCY TRANSLATION RESERVE
The impact of exchange rate change by currency (see Note 8.1.1 – Exchange rate risk) is as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Opening balance | (212,153,279) | (198,301,800) |
| Brazilian real | 204,872 | (24,599,525) |
| Tunisian dinar | (1,033,635) | 915,751 |
| Lebanese pound | (1,072,986) | 714,479 |
| US dollar | (4,610,429) | 9,848,720 |
| Mozambican metical | (854,363) | 503,316 |
| Pound sterling | 117,798 | (140,191) |
| Other currencies | 1,552,889 | (1,094,029) |
| Closing balance | (217,849,133) | (212,153,279) |
5.6 NON-CONTROLLING INTERESTS
DETAIL OF NON-CONTROLLING INTERESTS, BY SUBSIDIARY
| Equity | Net profit | ||||
|---|---|---|---|---|---|
| Amounts in Euro | held | 30/06/2025 | 31/12/2024 | 1H 2025 | 1H 2024 |
| Pulp and Paper | |||||
| The Navigator Company, S.A. | 29.97% | 326,831,374 | 327,312,923 | 23,884,065 | 46,025,120 |
| Raiz – Instituto de Investigação da Floresta e Papel | 3.00% | 378,146 | 360,347 | 18,859 | 11,966 |
| Cement | |||||
| Secil – Companhia Geral de Cal e Cimento, S.A. | 0.00% | 9,060 | 8,353 | 733 | 587 |
| Société des Ciments de Gabès | 1.28% | 428,816 | 442,809 | (1,142) | (19,839) |
| IRP - Indústria de Rebocos de Portugal, S.A. | 25.00% | 736,225 | 557,538 | 178,687 | 196,785 |
| Ciments de Sibline, S.A.L. | 48.95% | 8,081,117 | 8,986,827 | 123,158 | (499,098) |
| Other | 536,900 | 536,753 | 152 | (569) | |
| Other businesses | |||||
| ETSA - Investimentos, SGPS, S.A. | 0.01% | 14,032 | 9,923 | 364 | 103 |
| Tribérica, S.A. | 30.00% | 312,508 | 218,781 | 93,727 | (54,240) |
| 337,328,178 | 338,434,254 | 24,298,603 | 45,660,815 |
As at the reporting date, there are no rights of protection of non-controlling interests that significantly restrict the entity's ability to access or use assets and settle liabilities of the Group.
{85}------------------------------------------------
MOVEMENTS OF NON-CONTROLLING INTERESTS BY OPERATING SEGMENT
| Amounts in Euro | Pulp and Paper | Cement | Other businesses | Total |
|---|---|---|---|---|
| Balance as at 1 January 2024 | 319,460,534 | 15,302,589 | 268,590 | 335,031,713 |
| Dividends | (75,012,880) | (294,290) | (730) | (75,307,900) |
| Acquisition difference to NCI | (1,971,252) | - | - | (1,971,252) |
| Currency translation reserve | 2,555,616 | 695,089 | - | 3,250,705 |
| Financial instruments | (255,127) | (44) | - | (255,171) |
| Actuarial gains and losses | 104,680 | (42) | - | 104,638 |
| Other movements in equity | (2,689) | (4) | (1) | (2,694) |
| Net profit for the period | 82,794,388 | (5,171,018) | (39,155) | 77,584,215 |
| Balance as at 31 December 2024 | 327,673,270 | 10,532,280 | 228,704 | 338,434,254 |
| Dividends | (22,475,694) | - | - | (22,475,694) |
| Currency translation reserve | (1,677,970) | (1,041,716) | - | (2,719,686) |
| Financial instruments | 458,593 | 9 | - | 458,602 |
| Actuarial gains and losses | (670,543) | (38) | - | (670,581) |
| Other movements in equity | (1,060) | (5) | 3,745 | 2,680 |
| Net profit for the period | 23,902,924 | 301,588 | 94,091 | 24,298,603 |
| Balance as at 30 June 2025 | 327,209,520 | 9,792,118 | 326,540 | 337,328,178 |
The accounting policies applicable to non-controlling interests, as well as the information about the Group subsidiaries with significant non-controlling interests are disclosed in Note 10.1 – Companies included in the consolidation.
5.7 INTEREST-BEARING LIABILITIES
ACCOUNTING POLICIES
| Loans | Interest-bearing liabilities includes Bonds, Commercial Paper, bank loans and other financing. |
|---|---|
| Initial measurement | At fair value, net of transaction costs incurred. |
| Subsequent measurement | At amortised cost, using the effective interest rate method. |
| The difference between the repayment amount and the initial measurement amount is recognised in the SeparateIncome Statement over the debt period under Interest expenses on other loans in Note 5.11 – Net Financial Results,using the effective interest rate method. | |
| Fair value | The book value of short-term interest-bearing liabilities or loans contracted at variable interest rates are close totheir fair value. |
| Disclosure | In current liabilities, except when the Group has a right to defer settlement of the liability for at least 12 monthsafter the reporting date. |
ACCOUNTING ESTIMATES AND JUDGEMENTS
DISCLOSURE BY OPERATING SEGMENT
Given that treasury management is performed autonomously by each business segment, as disclosed in Note 8.1 - Financial Risk Management, the information on interest-bearing liabilities that is disclosed in this Note follows that structure.
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COMMERCIAL PAPER
The Group has several commercial paper programmes negotiated, of agreements with which it is frequent to carry out emissions with contractual maturity of less than one year but with revolving nature. Where the Group has the right to extend these loans (roll over), it classifies them as non-current liabilities.
INTEREST-BEARING LIABILITIES
| 30/06/2025 | 31/12/2024 | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in Euro | Non-current | Current | Total | Non-current | Current | Total | |
| Bond loans | 860,500,000 | 101,500,000 | 962,000,000 | 920,500,000 | 114,000,000 | 1,034,500,000 | |
| Commercial paper | 53,000,000 | 35,900,000 | 88,900,000 | 101,000,000 | 61,750,000 | 162,750,000 | |
| Bank loans | 330,683,500 | 67,982,034 | 398,665,534 | 223,863,256 | 152,128,605 | 375,991,861 | |
| Loan-related charges | (6,315,984) | 980,955 | (5,335,029) | (6,642,489) | 159,084 | (6,483,405) | |
| Debt securities and bank debt | 1,237,867,516 | 206,362,989 | 1,444,230,505 | 1,238,720,767 | 328,037,689 | 1,566,758,456 | |
| Other interest-bearing debt | 13,406,647 | 9,599,219 | 23,005,866 | 16,716,640 | 9,610,091 | 26,326,731 | |
| Other interest-bearing liabilities | 13,406,647 | 9,599,219 | 23,005,866 | 16,716,640 | 9,610,091 | 26,326,731 | |
| Total interest-bearing liabilities | 1,251,274,163 | 215,962,208 | 1,467,236,371 | 1,255,437,407 | 337,647,780 | 1,593,085,187 |
In the first half of 2025, the main operations relating to Navigator Group financing were the raising of Euro 115,000,000 in financing from the EIB (EIB Recovery Boiler 2025-2037) and the renegotiation of the maturity of a Euro 100,000,000 bond issue, which now matures in 2032. Alongside this renegotiation, two series of bonds were contracted, each for Euro 50,000,000, to be issued in December 2025 and June 2026. These issues will also have a maturity of 7 years. The financial conditions of these issues depend on the fulfilment of three ESG indicators, which are already part of our Sustainability Agenda and, in turn, aligned with the United Nations Sustainable Development Goals.
Other interest-bearing debts include incentives from AICEP – Agência para o Investimento e Comércio Externo de Portugal (Portuguese Agency for Investment and Foreign Trade), as part of a number of research and development projects, which includes the incentive under the investment agreement entered into with the Navigator Group Tissue Aveiro, S.A. subsidiary for the construction of the new Tissue plant in Aveiro. This agreement comprises a financial incentive in the form of a repayable grant, up to a maximum amount of Euro 42,166,636, without interest, with a two-year grace period and the final repayment due in 2027.
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LOANS | FIXED AND VARIABLE RATE
| 30/06/2025 | 31/12/2024 | |||||
|---|---|---|---|---|---|---|
| Amounts in Euro | Non-current | Current | Total | Non-current | Current | Total |
| FIXED RATE | ||||||
| Pulp and Paper | ||||||
| Bond loans | - | 50,000,000 | 50,000,000 | 50,000,000 | - | 50,000,000 |
| Commercial paper | - | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | 70,000,000 |
| Bank loans | 42,341,270 | 12,420,635 | 54,761,905 | 48,551,588 | 12,420,635 | 60,972,223 |
| Cement | ||||||
| Bond loans | 177,500,000 | - | 177,500,000 | 177,500,000 | - | 177,500,000 |
| Bank loans | 89,966,952 | 9,470,829 | 99,437,781 | 69,093 | 3,914,781 | 3,983,874 |
| Other businesses | ||||||
| Commercial paper | - | - | - | 3,000,000 | - | 3,000,000 |
| Bank loans | - | 1,737,795 | 1,737,795 | 83,333 | 2,183,640 | 2,266,973 |
| Total fixed rate loans | 309,808,222 | 108,629,258 | 418,437,480 | 314,204,014 | 53,519,056 | 367,723,070 |
| VARIABLE RATE | ||||||
| Pulp and Paper | ||||||
| Bond loans | 487,500,000 | 37,500,000 | 525,000,000 | 497,500,000 | 100,000,000 | 597,500,000 |
| Bank loans | 146,482,124 | 13,875,358 | 160,357,482 | 32,715,195 | 23,108,607 | 55,823,802 |
| Cement | ||||||
| Commercial paper | - | - | - | 10,000,000 | - | 10,000,000 |
| Bank loans | 18,392,173 | 23,669,844 | 42,062,017 | 111,729,244 | 104,699,010 | 216,428,254 |
| Other businesses | ||||||
| Bank loans | 3,500,981 | 6,807,574 | 10,308,555 | 714,803 | 5,801,932 | 6,516,735 |
| Holdings | ||||||
| Bond loans | 158,000,000 | 14,000,000 | 172,000,000 | 158,000,000 | 14,000,000 | 172,000,000 |
| Commercial paper | 3,000,000 | 900,000 | 3,900,000 | 3,000,000 | 26,750,000 | 29,750,000 |
| Bank loans | 30,000,000 | - | 30,000,000 | 30,000,000 | - | 30,000,000 |
| Total variable rate loans | 934,375,278 | 96,752,776 | 1,031,128,054 | 931,159,242 | 274,359,549 | 1,205,518,791 |
| Total bank loans | 1,244,183,500 | 205,382,034 | 1,449,565,534 | 1,245,363,256 | 327,878,605 | 1,573,241,861 |
| % Fixed rate | 25% | 53% | 29% | 25% | 16% | 23% |
| % Variable rate | 75% | 47% | 71% | 75% | 84% | 77% |
{88}------------------------------------------------
BOND LOANS
| 30/06/2025 | |||||
|---|---|---|---|---|---|
| Index | Maturity | Total | Current | Non-current | Amounts in Euro |
| Segment - Pulp and Paper | |||||
| Fixed | January 2026 | 50,000,000 | 50,000,000 | - | Navigator 2019-2026 |
| Variable rate | |||||
| indexed to Euribor, | December 2026 | 75,000,000 | 37,500,000 | 37,500,000 | Navigator 2020-2026 |
| with swap to fixed | |||||
| rate | |||||
| Variable rateindexed to Euribor, | |||||
| with swap to fixed | August 2026 | 100,000,000 | - | 100,000,000 | Navigator 2021-2026 ESG |
| rate | |||||
| Variable rate | |||||
| indexed to Euribor, | June 2029 | 50,000,000 | - | 50,000,000 | Navigator 2024-2029 |
| with swap to fixed | |||||
| rate | |||||
| Variable rateindexed to Euribor, | |||||
| with swap to fixed | June 2031 | 50,000,000 | - | 50,000,000 | Navigator 2024-2031 |
| rate | |||||
| October 2031 Indexed to Euribor | 50,000,000 | - | 50,000,000 | Navigator SLB 2024-2031 | |
| Indexed to Euribor | May 2031 | 100,000,000 | - | 100,000,000 | Navigator 2024-2031 SLB |
| Variable rate | |||||
| indexed to Euribor, | June 2032 | 100,000,000 | - | 100,000,000 | Navigator 2025-2032 |
| with swap to fixedrate | |||||
| 575,000,000 | 87,500,000 | 487,500,000 | |||
| Segment - Cement | |||||
| Fixed | December 2026 | 60,000,000 | - | 60,000,000 | Secil 2019-2026 |
| Fixed | April 2027 | 50,000,000 | - | 50,000,000 | Secil 2020-2027 |
| Fixed | August 2030 | 30,000,000 | - | 30,000,000 | Secil 2023-2030 |
| Fixed | January 2030 | 37,500,000 | - | 37,500,000 | Secil 2023-2030 |
| Indexed to Euribor | January 2030 | 37,500,000 | - | 37,500,000 | Secil 2023-2030 |
| 215,000,000 | - | 215,000,000 | |||
| Holdings | |||||
| Indexed to Euribor | April 2027 | 72,000,000 | 14,000,000 | 58,000,000 | Semapa 2022-2027 |
| Indexed to Euribor | June 2030 | 100,000,000 | - | 100,000,000 | Semapa 2023-2030 |
| 172,000,000 | 14,000,000 | 158,000,000 | |||
| 962,000,000 | 101,500,000 | 860,500,000 |
{89}------------------------------------------------
| 31/12/2024 | |||||
|---|---|---|---|---|---|
| Amounts in Euro | Non-current | Current | Total | Maturity | Index |
| Segment - Pulp and Paper | |||||
| Navigator 2019-2026 | 50,000,000 | - | 50,000,000 | January 2026 | Fixed |
| Variable rate | |||||
| Navigator 2019-2025 | - | 10,000,000 | 10,000,000 | March 2025 | indexed to Euribor, |
| with swap to fixedrate | |||||
| Variable rate | |||||
| December 2026 | indexed to Euribor, | ||||
| Navigator 2020-2026 | 37,500,000 | 37,500,000 | 75,000,000 | with swap to fixed | |
| rate | |||||
| Navigator 2021-2026 | 10,000,000 | 2,500,000 | 12,500,000 | April 2026 | Indexada a Euribor |
| Variable rateindexed to Euribor, | |||||
| Navigator 2021-2026 ESG | 100,000,000 | - | 100,000,000 | August 2026 | with swap to fixed |
| rate | |||||
| Variable rate | |||||
| Navigator 2022-2028 ESG | 100,000,000 | 50,000,000 | 150,000,000 | June 2028 | indexed to Euribor, |
| with swap to fixedrate | |||||
| Variable rate | |||||
| indexed to Euribor, | |||||
| Navigator 2024-2029 | 50,000,000 | - | 50,000,000 | June 2029 | with swap to fixed |
| rate | |||||
| Variable rate | |||||
| Navigator 2024-2031 | 50,000,000 | - | 50,000,000 | June 2031 | indexed to Euribor,with swap to fixed |
| rate | |||||
| Navigator SLB 2024-2031 | 50,000,000 | - | 50,000,000 | October 2031 | Indexed to Euribor |
| Navigator 2024-2031 SLB | 100,000,000 | - | 100,000,000 | May 2031 | Indexed to Euribor |
| 547,500,000 | 100,000,000 | 647,500,000 | |||
| Segment - Cement | |||||
| Secil 2019-2026 | 60,000,000 | - | 60,000,000 | December 2026 | Fixed |
| Secil 2020-2027 | 50,000,000 | - | 50,000,000 | April 2027 | Fixed |
| Secil 2023-2030 | 30,000,000 | - | 30,000,000 | August 2030 | Fixed |
| Secil 2023-2030 | 37,500,000 | - | 37,500,000 | January 2030 | Fixed |
| Secil 2023-2030 | 37,500,000 | - | 37,500,000 | January 2030 | Indexed to Euribor |
| 215,000,000 | - | 215,000,000 |
COMMERCIAL PAPER
| Amount | 30/06/2025 | Index | |||||
|---|---|---|---|---|---|---|---|
| contracted | Non-current | Current | Total | Maturity | |||
| Segment - Pulp and Paper | |||||||
| 35,000,000 | - | 35,000,000 | 35,000,000 | February 2026 | Fixed | ||
| 50,000,000 | 50,000,000 - | 50,000,000 | June 2030 | Indexed to Euribor | |||
| 85,000,000 | 50,000,000 | 35,000,000 | 85,000,000 | ||||
| Holdings | |||||||
| 7,750,000 | 3,000,000 | 900,000 | 3,900,000 | October 2026 | Indexed to Euribor | ||
| 7,750,000 | 3,000,000 | 900,000 | 3,900,000 | ||||
| 92,750,000 | 53,000,000 | 35,900,000 | 88,900,000 |
{90}------------------------------------------------
| Amount | 31/12/2024 | Index | |||||
|---|---|---|---|---|---|---|---|
| contracted | CurrentNon-current | Total | Maturity | ||||
| Segment - Pulp and Paper | |||||||
| 70,000,000 | 35,000,000 | 35,000,000 | 70,000,000 | February 2026 | Fixed | ||
| 50,000,000 | 50,000,000 | - | 50,000,000 | December 2025 | Indexed to Euribor | ||
| 120,000,000 | 85,000,000 | 35,000,000 | 120,000,000 | ||||
| Segment - Cement | |||||||
| 50,000,000 | 10,000,000 | - | 10,000,000 | November 2027 | Indexed to Euribor | ||
| 50,000,000 | 10,000,000 | - | 10,000,000 | ||||
| Segment - Other businesses | |||||||
| 5,000,000 | 3,000,000 | - | 3,000,000 | January 2026 | Fixed | ||
| 5,000,000 | 3,000,000 | - | 3,000,000 | ||||
| Holdings | |||||||
| 6,500,000 | 3,000,000 | 1,750,000 | 4,750,000 | October 2026 | Indexed to Euribor | ||
| 25,000,000 | - | 25,000,000 | 25,000,000 | May 2027 | Indexed to Euribor | ||
| 31,500,000 | 3,000,000 | 26,750,000 | 29,750,000 | ||||
| 206,500,000 | 101,000,000 | 61,750,000 | 162,750,000 |
BANK LOANS
| 30/06/2025 | 31/12/2024 | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in Euro | Non-current | Current | Total | Non-current | Current | Total | |
| Pulp and Paper - fixed rate | 42,341,270 | 12,420,635 | 54,761,905 | 48,551,588 | 12,420,635 | 60,972,223 | |
| Pulp and Paper - variable rate | 146,482,124 | 13,875,358 | 160,357,482 | 32,715,195 | 23,108,607 | 55,823,802 | |
| Cement - fixed rate | 89,966,952 | 9,470,829 | 99,437,781 | 69,093 | 3,914,781 | 3,983,874 | |
| Cement - variable rate | 18,392,173 | 23,669,844 | 42,062,017 | 111,729,244 | 104,699,010 | 216,428,254 | |
| Other businesses - fixed rate | - | 1,737,795 | 1,737,795 | 83,333 | 2,183,640 | 2,266,973 | |
| Other businesses - variable rate | 3,500,981 | 6,807,573 | 10,308,554 | 714,803 | 5,801,932 | 6,516,735 | |
| Holdings - variable rate | 30,000,000 | - | 30,000,000 | 30,000,000 | - | 30,000,000 | |
| 330,683,500 | 67,982,034 | 398,665,534 | 223,863,256 | 152,128,605 | 375,991,861 |
LOAN REPAYMENT PERIODS OVER ONE YEAR
| Total | 1,257,590,147 | 1,262,079,896 |
|---|---|---|
| More than 5 years | 538,848,013 | 476,766,168 |
| 4 to 5 years | 182,990,489 | 174,570,106 |
| 3 to 4 years | 155,240,659 | 122,949,188 |
| 2 to 3 years | 72,724,866 | 125,590,934 |
| 1 to 2 years | 307,786,120 | 362,203,500 |
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
For certain types of financing operations, there are commitments to maintain certain financial ratios within previously negotiated limits. The existing covenants are clauses of Cross default, Pari Passu, Negative pledge, Ownership-clause, clauses related to Group's activities maintenance, financial ratios, mainly Net Debt/EBITDA, and fulfilment of regular financial contracts' obligations (operational, legal and tax obligations), common in loan agreements and fully known in the market even considering the impact of the adoption of IFRS 16.
{91}------------------------------------------------
Amounts in Euro 30/06/2025 31/12/2024
ACCOUNTING POLICIES
| Initial measurement | At the start date of the lease, the Group recognises lease liabilities measured at the present value of future leasepayments, which include fixed payments less any lease incentives, variable lease payments, and amounts expected to bepaid as residual value. |
|---|---|
| Lease payments also include the exercise price of call or renewal options reasonably certain to be exercised by the Groupor lease termination penalty payments if the lease term reflects the Group's option to terminate the agreement. | |
| In calculating the present value of future lease payments, the Group uses an incremental financing rate if the impliedinterest rate on the lease transaction is not easily determinable. | |
| Subsequentmeasurement | Subsequently, the value of the lease liabilities is increased by the interest amount (Note 5.10 - Net financial results) anddecreased by the lease payments (rents). |
As at 30 June 2025 and 31 December 2024, Lease liabilities are detailed as follows:
| 30/06/2025 | 31/12/2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in Euro | Non-current | Current | Total | Non-current | Current | Total | ||
| Pulp and Paper | 95,078,649 | 12,935,435 | 108,014,084 | 98,627,669 | 13,109,231 | 111,736,900 | ||
| Cement | 26,825,087 | 12,047,773 | 38,872,860 | 28,164,005 | 9,998,527 | 38,162,532 | ||
| Other businesses | 880,823 | 474,397 | 1,355,220 | 572,089 | 489,052 | 1,061,141 | ||
| Holdings | 342,640 | 173,974 | 516,614 | 342,639 | 173,976 | 516,615 | ||
| 123,127,199 | 25,631,579 | 148,758,778 | 127,706,402 | 23,770,786 | 151,477,188 |
{92}------------------------------------------------
5.9 CASH AND CASH EQUIVALENTS
ACCOUNTING POLICIES
Cash and cash equivalents include cash, bank accounts and other short-term investments with an initial maturity of up to 3 months, which can be mobilised immediately without any significant risk in value fluctuations. For cash flow statement purposes, this caption also includes bank overdrafts, which are presented in the statement of financial position as a current liability, under the caption Interest-bearing liabilities (Note 5.7).
| Amounts in Euro | Note | 30/06/2025 | 31/12/2024 |
|---|---|---|---|
| Cash | 888,730 | 1,828,857 | |
| Short-term bank deposits | 8.1.4 | 183,949,001 | 143,791,665 |
| Other-short term investments | 8.1.4 | 145,075,128 | 355,750,728 |
| Cash and cash equivalents in the consolidated statement of cash flows | 329,912,859 | 501,371,250 | |
| Impairment | 8.1.4 | (545) | (615) |
| Cash and cash equivalents | 329,912,314 | 501,370,635 |
The movements in the first half of 2025 under Impairment losses are detailed as follows:
| Amounts in Euro | Opening balance | Increase | Reversal | Exchange ratechange | Closing balance |
|---|---|---|---|---|---|
| Lebanon | 615 | - | - | (70) | 545 |
| 615 | - | - | (70) | 545 |
As at 30 June 2025 and 31 December 2024, there are no significant balances of cash and cash equivalents that are subject to restrictions on use by the Group companies.
5.10 NET FINANCIAL RESULTS
ACCOUNTING POLICIES
Borrowing costs relating to loans are generally recognised as financial costs, in accordance with the accrual accounting principle.
The Semapa Group classifies as Financial income the income and gains resulting from treasury management activities such as: i) interest obtained from the application of cash surplus; and ii) changes in the fair value in derivative financial instruments negotiated to hedge interest rate and exchange rate risk on loans, regardless of the formal designation of hedge.
{93}------------------------------------------------
Financial income and expenses are detailed as follows:
| Amounts in Euro | Note | 1H 2025 | 1H 2024 |
|---|---|---|---|
| Interest paid on debt securities and bank debt | (30,969,532) | (30,678,263) | |
| Interest on other financial liabilities at amortised cost | (2,848,318) | (2,534,024) | |
| Commissions on loans and expenses with the opening of credit facilities | (3,386,223) | (3,319,590) | |
| Interest paid using the effective interest method | (37,204,073) | (36,531,877) | |
| Unfavourable exchange rate differences | - | (11,923,810) | |
| Interest paid on lease liabilities | (3,193,443) | (2,594,293) | |
| Financial discount of provisions Environmental recovery | 9.1 | (168,413) | (154,260) |
| Losses on trading derivatives | 8.2 | (3,282,792) | - |
| Fair value losses on other financial investments | (292,593) | - | |
| Other financial expenses and losses | (5,247,368) | (1,496,509) | |
| Other financial expenses and losses | (12,184,609) | (16,168,872) | |
| Favourable exchange rate differences | 3,824,771 | - | |
| Interest earned on financial assets at amortised cost | 7,240,589 | 6,436,131 | |
| Gains on trading derivatives | - | 7,725,573 | |
| Gains on hedging derivative instruments | 8.2 | 386,631 | 5,716,133 |
| Fair value gains on other financial investments | - | 723,272 | |
| Other financial income and gains | 77,124 | 3,488,855 | |
| Financial income and gains | 11,529,115 | 24,089,964 | |
| Total financial expenses and losses | (49,388,682) | (52,700,749) | |
| Total financial income and gains | 11,529,115 | 24,089,964 | |
| Net financial results | (37,859,567) | (28,610,785) |
6 INCOME TAX
6.1 INCOME TAX FOR THE PERIOD
ACCOUNTING POLICIES
Current income tax is calculated based on net profit, adjusted in conformity with tax legislation in force at the Statement of financial position date.
According to the legislation in force, the gains and losses relating to associates and joint ventures, resulting from the application of the equity method, are deducted from or added to, respectively, to the net profit for the period for the purpose of calculating taxable income. Dividends are considered, when determining the taxable income, in the year in which they are received, if the financial investments are held for less than one year or if they represent less than 10% of the share capital.
TAX GROUP
Since 1 January 2023, Sodim, SGPS, SA. is the controlling company of the Semapa tax group. The companies included in the RETGS calculate income taxes as if they were taxed independently, but the controlling company of the tax group is responsible for the overall assessment and self-assessment of tax. The companies that compose the Navigator Group are part of a tax group of which The Navigator Company, S.A. is the controlling company.
{94}------------------------------------------------
ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group recognises liabilities for additional tax assessments that may result from reviews by the tax authorities of the different countries where the Group operates. When the result of these situations is different from the amounts initially recorded, the differences will have an impact on income tax in the period in which they occur.
In Portugal, annual income statements are subject to review and possible adjustment by the tax authorities for a period of 4 years. However, if tax losses are presented, they may be subject to review by the tax authorities for a period of 6 years. In other countries in which the Group operates, these periods are different, usually higher.
The Board of Directors considers that any corrections to those declarations as a result of reviews/inspections by the Portuguese Tax Authorities will not have a significant impact in the consolidated financial statements as at 30 June 2025, although the periods up to and including 2020 have already been reviewed.
UNCERTAIN TAX POSITIONS
The amount of assets and liabilities recorded for tax proceedings arises from an assessment made by the Group, as at the date of the consolidated statement of financial position, regarding potential differences of understanding with the Tax Authorities, considering the developments in tax matters.
The Group, in relation to the measurement of uncertain tax positions, considers the provisions of IFRIC 23 – Uncertainty over Income Tax Treatments, namely the measurement of risks and uncertainties in the definition of the best estimate of the expense required to settle the obligation, by weighing all the possible results that are controlled by them and their associated probabilities.
PILLAR TWO MODEL RULES – OECD
The Group is subject to the OECD Pillar Two model rules from 1 January 2024. It has applied the exception to the recognition and disclosure of information on deferred tax assets and liabilities related to Pillar Two income taxes, as provided for in the amendments to IAS 12.
The Group is currently assessing the impact of the introduction of the Pillar Two regime. However, given the analysis carried out to date, no significant impacts are expected, considering the current understanding of the interpretation of these new rules.
INCOME TAX RECOGNISED IN THE CONSOLIDATED INCOME STATEMENT
| (41,184,878) | (56,262,723) | |
|---|---|---|
| Defered tax (Note 6.2) | (2,871,209) | 4,367,252 |
| Change in uncertain tax positions in the period | (6,184,412) | 4,752,931 |
| Current tax | (32,129,257) | (65,382,906) |
| Amounts in Euro | 1H 2025 | 1H 2024 |
As at 30 June 2025 and 2024, Change in uncertain tax positions during the period reflects the unfavourable/favourable outcome of certain proceedings relating to matters of high uncertainty, as well as requests for binding information, informal appeals to the Portuguese Tax Authorities and court rulings.
{95}------------------------------------------------
NOMINAL TAX RATE IN THE MAIN GEOGRAPHIES WHERE THE GROUP OPERATES
| Amounts in Euro | 1H 2025 | 1H 2024 |
|---|---|---|
| Portugal | ||
| Nominal income tax rate | 20.0% | 21.0% |
| Municipal surcharge | 1.5% | 1.5% |
| 21.5% | 22.5% | |
| State surcharge – on the share of taxable profits between Euro 1 500 000 and Euro 7 500 000 | 3.0% | 3.0% |
| State surcharge – on the share of taxable profits between Euro 7 500 000 and Euro 35 000 000 | 5.0% | 5.0% |
| State surcharge – on the share of taxable profits above Euro 35 000 000 | 9.0% | 9.0% |
| Other countries | ||
| Brazil – nominal rate | 34.0% | 34.0% |
| Tunisia – nominal rate | 25.0% | 15.0% |
| Lebanon – nominal rate | 17.0% | 17.0% |
| Angola - nominal rate | 25.0% | 30.0% |
RECONCILIATION OF THE EFFECTIVE INCOME TAX RATE FOR THE PERIOD
| Amounts in Euro | 1H 2025 | 1H 2024 |
|---|---|---|
| Income before tax | 154,987,323 | 233,748,812 |
| Expected tax at nominal rate l (21.5%) (2024: 22.5%) | 33,322,274 | 52,593,483 |
| State surcharge | 9,626,117 | 10,487,050 |
| Income tax resulting from the applicable tax rate | 42,948,391 | 63,080,533 |
| Differences (a) | (825,211) | 82,560 |
| Tax for prior periods | (9,580,785) | 39,764 |
| Recoverable tax losses | (87,894) | (450,585) |
| Non-recoverable tax losses | 3,043,080 | 1,963,097 |
| Increase in additional tax liabilities | 6,184,412 | 3,593,578 |
| Reversal of additional tax liabilities | (469,279) | (7,022,651) |
| Effect of the reconciliation of nominal rates of the different countries | (13,719) | (185,600) |
| Tax benefits | (338,229) | (5,136,430) |
| Other tax adjustments | 324,113 | 298,457 |
| 41,184,879 | 56,262,723 | |
| Effective tax rate | 26.57% | 24.07% |
| (a) This amount concerns mainly : | 1H 2025 | 1H 2024 |
|---|---|---|
| Effect of applying the equity method (Note 10.3) | (2,999,283) | (1,751,752) |
| Capital gains/ (losses) for tax purposes | 183,582 | 1,934,334 |
| Capital gains/ (losses) for accounting purposes | (363,281) | (2,389,765) |
| Impairment and taxed provisions | (786,015) | 2,101,051 |
| Tax benefits | (2,869,220) | (3,753,608) |
| Reduction of impairment and taxed provisions | (10,229,891) | (208,339) |
| Post-employment benefits | 1,029,575 | (47,035) |
| International economic double taxation | 8,860,331 | - |
| Other | 3,336,011 | 4,482,047 |
| (3,838,191) | 366,933 | |
| Tax impact (21.5%) (2024: 22.5%) | (825,211) | 82,560 |
{96}------------------------------------------------
INCOME TAX RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Assets | ||
| Corporate Income Tax – IRC | 13,183,608 | 12,402,763 |
| Amounts pending repayment (tax proceedings decided in favour of the Group) | 22,078,666 | 20,621,461 |
| 35,262,274 | 33,024,224 | |
| Liabilities | ||
| Corporate Income Tax – IRC | 42,005,729 | 35,594,045 |
| Additional tax liabilities | 39,432,809 | 31,861,234 |
| 81,438,538 | 67,455,279 |
DETAIL OF CORPORATE INCOME TAX – IRC (NET)
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Income tax for the period | 39,416,434 | 100,011,538 |
| Exchange rate adjustment | (44,474) | 8 8 |
| Payments on account, special and additional payments on account | (6,140,599) | (73,304,675) |
| Withholding tax recoverable | (3,930,920) | (2,233,465) |
| Corporate Income Tax from prior years | (478,320) | (1,282,203) |
| 28,822,121 | 23,191,283 |
6.2 DEFERRED TAXES
ACCOUNTING POLICIES
Deferred tax is calculated based on the Consolidated statement of financial position on the temporary differences between the book values of the assets and liabilities and their respective tax base. To determine the deferred tax, the tax rate expected to be in force in the period in which the temporary differences will be reversed is used. Deferred tax assets are recognised whenever there is a reasonable likelihood that future taxable profits will be generated against which they can be offset. Deferred tax assets are revised periodically and decreased, whenever it is likely that tax losses will not be used.
Deferred taxes are recorded as an income or expense for the period, except where they result from amounts recorded directly under equity, situation in which deferred tax is also recorded under the same caption. Tax incentives attributed to the Group regarding its investment projects are recognised through the income statement as there is sufficient taxable income to allow its use.
{97}------------------------------------------------
MOVEMENTS IN DEFERRED TAXES
| Income Stat | ement | |||||||
|---|---|---|---|---|---|---|---|---|
| Exchange rate | Change in the | |||||||
| Amounts in Euro | As at 1 January 2025 | adjustment | Increases | Decreases | Equity | Transfers | scope | As at 30 June 202 |
| Temporary differences originating deferred tax assets | ||||||||
| Tax losses carried forward | 291,100,328 | (2,261,020) | 744,894 | (28,866,886) | - | 399,238 | - | 261,116,554 |
| Taxed provisions | 61,368,021 | (106,452) | 8,300,702 | (3,968,447) | - | (6,930,807) | - | 58,663,017 |
| Adjustment of property, plant and equipment | 27,098,596 | (280) | 3,559,330 | (2,585,349) | - | (602,466) | - | 27,469,831 |
| Pensions and other post-employment benefits | 2,119,163 | (8,333) | 66,548 | (157,562) | (6,642) | - | - | 2,013,174 |
| Financial instruments | 2,748,302 | (66,338) | 4,668,397 | - | (1,412,275) | 82,868 | - | 6,020,954 |
| Deferred accounting gains on transactions (intra-group) | 32,242,629 | 5,524 | 1,268,623 | (17,094,760) | - | - | - | 16,422,016 |
| Appreciation of biological assets | 28,116,466 | - | 1,218,913 | - | - | - | - | 29,335,379 |
| Government grants | 5,811,658 | - | - | - | - | - | - | 5,811,658 |
| Lease liabilities relating to right-of-use assets | 74,717,190 | - | 3,477,937 | (1,698,646) | - | - | - | 76,496,481 |
| Other temporary differences | 21,014,786 | 167,898 | 2,294,374 | (19,975,242) | - | 7,780,434 | - | 11,282,250 |
| 546,337,139 | (2,269,001) | 25,599,718 | (74,346,892) | (1,418,917) | 729,267 | - | 494,631,314 | |
| Temporary differences originating deferred tax liabilities | ||||||||
| Revaluation of property, plant and equipment | (29,546,728) | (61,425) | - | 296,454 | - | - | - | (29,311,699) |
| Pensions and other post-employment benefits | (1,805,584) | - | (15,191) | (12,173) | (413,202) | - | - | (2,246,150) |
| Financial instruments | (35,801,346) | (259,363) | - | 11,599,102 | (1,469,567) | - | - | (25,931,174) |
| Tax incentives | (2,902,778) | - | - | 194,773 | - | - | - | (2,708,005) |
| Adjustment of property, plant and equipment | (377,919,146) | 1,362,692 | (9,868,442) | 13,879,397 | - | - | - | (372,545,499) |
| Deferred accounting losses on transactions (intra-group) | (16,703,494) | - | - | 175 | - | - | - | (16,703,319) |
| Appreciation of biological assets | (7,849,765) | - | - | - | - | - | - | (7,849,765) |
| Fair value of intangible assets - Brands | (232,799,084) | (5,795) | - | - | - | - | - | (232,804,879) |
| Fair value of fixed assets | (4,604,191) | - | - | 7,635,775 | - | - | - | 3,031,584 |
| Fair value determined in business combinations | (227,935,475) | 3,549,349 | (868,750) | 8,984,945 | - | - | - | (216,269,931) |
| Hyperinflationary economies | (18,693,239) | 1,934,471 | - | - | - | - | - | (16,758,768) |
| Right-of-use assets | (68,093,592) | - | (530,998) | 738,443 | - | - | - | (67,886,147) |
| Other temporary differences | (32,252,043) | 3,798 | (734,497) | 1,874,890 | - | 70,422 | (3,738,180) | (34,775,610) |
| (1,056,906,465) | 6,523,727 | (12,017,878) | 45,191,781 | (1,882,769) | 70,422 | (3,738,180) | (1,022,759,362) | |
| Deferred tax assets | 141,411,996 | (576,202) | 6,650,948 | (19,378,350) | (381,406) | - | 1,012,302 | 128,739,288 |
| Deferred tax liabilities | (284,681,996) | 1,436,443 | (3,418,104) | 13,274,297 | (498,888) | 17,605 | (934,545) | (274,805,188) |
| Income Stat | ement | |||||||
|---|---|---|---|---|---|---|---|---|
| Annual Service | Exchange rate | Change in the | ||||||
| Amounts in Euro Temporary differences originating deferred tax assets | As at 1 January 2024 | adjustment | Increases | Decreases | Equity | Transfers | scope | As at 31 December 2024 |
| Tax losses carried forward | 234.629.368 | (9.989.858) | 68.901.871 | (59,730,526) | 792.887 | 56.496.586 | 291.100.328 | |
| Taxed provisions | 49.945.756 | (754.046) | 13.691.761 | (9,712,644) | 8.197.194 | 30,430,380 | 61.368.021 | |
| Adjustment of property, plant and equipment | 40,612,705 | (479,600) | 4,334,791 | (17,369,300) | 0,137,134 | 27.098.596 | ||
| Pensions and other post-employment benefits | 2,224,161 | 4.096 | 150.425 | (316,959) | 74.612 | (17,172) | 2.119.163 | |
| Financial instruments | 8,405,075 | (331,226) | 239.587 | (310,333) | 1.719.273 | (7,284,407) | 2,748.302 | |
| Deferred accounting gains on transactions (intra-group) | 16,053,617 | (162,303) | 20,967,763 | (4,616,448) | 1,713,273 | (7,204,407) | 32,242,629 | |
| Appreciation of biological assets | 24,904,297 | (102,303) | 3.212.169 | (4,010,440) | 28,116,466 | |||
| Government grants | 5.814.265 | 804.830 | (807,437) | 5.811.658 | ||||
| Fair value determined in business combinations | 61,366 | - | (007,437) | (61,366) | 3,011,030 | |||
| Conventional capital remuneration | 280,000 | (280,000) | (01,500) | |||||
| Lease liabilities relating to right-of-use assets | 200,000 | 74,127,963 | (200,000) | _ | 589,227 | 74.717.190 | ||
| Other temporary differences | 4.666.203 | (1,325,980) | 8,906,715 | (1,507,283) | (788,153) | 11,063,284 | 303,227 | 21,014,786 |
| other temporary differences | 387.596.813 | (13,038,917) | 195.337.875 | (94,340,597) | 1,005,732 | 12,690,420 | 57.085.813 | 546,337,139 |
| Temporary differences originating deferred tax liabilities | 307,330,013 | (13,030,317) | 133,337,073 | (34)340,3377 | 1,005,752 | 12,030,420 | 37,003,013 | 340,337,233 |
| Revaluation of property, plant and equipment | (36,018,220) | 5.829.926 | _ | 641.566 | - | _ | _ | (29,546,728) |
| Pensions and other post-employment benefits | (1,599,042) | - | (48,015) | (31) | (175,669) | 17.173 | _ | (1,805,584) |
| Financial instruments | (17,838,378) | 571,496 | (2,966,286) | - | (3,421,285) | (12,146,893) | _ | (35,801,346) |
| Tax incentives | (3,714,470) | - | - | 424,209 | - | 387.483 | _ | (2,902,778) |
| Adjustment of property, plant and equipment | (381,333,281) | 8,470,214 | (8,678,769) | 38.968.214 | _ | 1 | (35,345,525) | (377,919,146) |
| Deferred accounting losses on transactions (intra-group) | (16,703,845) | - | - | 351 | _ | _ | - | (16,703,494) |
| Appreciation of biological assets | (3,519,844) | _ | (4.329.921) | _ | _ | _ | _ | (7,849,765) |
| Fair value of intangible assets - Brands | (233,379,749) | 580,665 | - | _ | _ | _ | _ | (232,799,084) |
| Fair value of fixed assets | (19,875,741) | - | - | 15,271,550 | - | - | - | (4,604,191) |
| Fair value determined in business combinations | (144,194,297) | (764,359) | (3,475,000) | 20,277,749 | - | - | (99,779,568) | (227,935,475) |
| Hyperinflationary economies | (24,591,728) | (1,217,732) | - | 7,116,221 | - | - | - | (18,693,239) |
| Right-of-use assets | - | - | (68,093,592) | - | - | - | (68,093,592) | |
| Other temporary differences | (29,425,891) | 40,882 | (5,334,392) | 3,287,240 | - | (702,346) | (117,536) | (32,252,043) |
| (912,194,486) | 13,511,092 | (92,925,975) | 85,987,069 | (3,596,954) | (12,444,582) | (135,242,629) | (1,056,906,465) | |
| Deferred tax assets | 101,622,122 | (4,631,644) | 49,530,332 | (24,877,013) | 354,110 | 5,142,636 | 14,271,453 | 141,411,996 |
| Deferred tax liabilities | (249,454,910) | 5,204,494 | (25,627,089) | 24,406,781 | (355,428) | (5,045,188) | (33,810,656) | (284,681,996) |
7 PAYROLL
7.1 SHORT-TERM EMPLOYEE BENEFITS
ACCOUNTING POLICIES
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ACQUIRED RIGHTS - HOLIDAYS AND HOLIDAY ALLOWANCE
In accordance with current legislation, employees are entitled to 22 working days leave, annually, as well as to a month's holiday allowance, entitlement to which is acquired in the year preceding its payment.
BONUSES
According to the current Performance Management System (Sistema de Gestão de Desempenho), employees have the right to a bonus, based on annually defined objectives. The entitlement of this bonus is usually acquired in the year preceding its payment.
These liabilities are recorded in the year in which the Employees acquire the respective right, irrespective of the date of payment, whilst the balance payable at the date of the Statement of financial position is shown under the caption Current payables.
TERMINATION BENEFITS
The benefits arising from termination of employment are recognised when the Group can no longer withdraw the offer of such benefits or in which the Group recognises the cost of restructuring under the provisions recording. Benefits due more than 12 months after the end of the reporting period are discounted to their present value.
| Amounts in Euro | Note | 1H 2025 | 1H 2024 |
|---|---|---|---|
| Statutory bodies remuneration | 6,310,978 | 7,002,859 | |
| Other remunerations | 127,953,678 | 115,777,450 | |
| Post-employment benefits | 7.3.10 | 1,475,804 | 1,366,912 |
| Other payroll costs | 43,164,641 | 40,259,720 | |
| Payroll costs | 178,905,101 | 164,406,941 |
PAYROLL COSTS RECOGNISED IN THE PERIOD
The increase in Payroll costs is mainly due to the acquisition of the Navigator Tissue UK Group, which became part of the Group in May 2024, with an impact, as at 30 June 2025, of Euro 11,026,423 compared to Euro 3,745,126 in June 2024.
OTHER PAYROLL COSTS
| Amounts in Euro | 1H 2025 | 1H 2024 |
|---|---|---|
| Social Security contributions | 27,544,708 | 24,195,880 |
| Insurance | 4,858,815 | 3,840,198 |
| Social welfare costs | 5,098,350 | 4,580,758 |
| Compensations | 2,179,179 | 4,312,788 |
| Other payroll costs | 3,483,589 | 3,330,096 |
| 43,164,641 | 40,259,720 |
NUMBER OF EMPLOYEES AT THE END OF THE PERIOD
| 30/06/2025 | 31/12/2024 | Var. 25/24 | |
|---|---|---|---|
| Pulp and Paper | 4,018 | 3,951 | 6 7 |
| Cement | 2,920 | 2,565 | 355 |
| Other businesses | 834 | 591 | 243 |
| Holdings | 4 3 | 4 3 | - |
| 7,815 | 7,150 | 665 |
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7.2 POST-EMPLOYMENT BENEFITS
DEFINED BENEFIT PLAN
Some of the Group subsidiaries have assumed the commitment to make payments to their employees in the form of complementary retirement pensions, disability, early retirement and survivors' pensions, having constituted defined-benefit plans.
The Group has set up autonomous Pension Funds as a means of funding part of its liabilities. Based on the projected credit unit method, the Group recognises the costs with the attribution of these benefits as the services are provided by the employees. Accordingly, the Group's total liability is assessed at least every six months, as of the interim and annual closing dates, for each plan individually, by a specialised and independent entity.
The calculated liability is presented in the Consolidated statement of financial position, after deducting the fair value of the funds set up, under the caption Pensions and other post-employment benefits.
Actuarial deviations resulting from changes in the value of estimated liabilities, as a consequence of changes in the financial and demographic assumptions used and experience gains, added to the differential between the actual return on fund assets and the estimated share of net interest, are designated as re-measurements and recorded directly in the statement of comprehensive income, under retained earnings.
Net interest corresponds to the application of the discount rate to the value of net liabilities (value of liabilities less the fair value of fund assets) and is recognised in the income statement for the period under Payroll costs.
The gains and losses generated by a curtailment or settlement of a defined-benefit plan are recognised in the income statement for the period when the curtailment or settlement occurs. A curtailment occurs when there is a material reduction in the number of employees.
Costs for past liabilities resulting from the implementation of a new plan or increases in benefits attributed are recognised immediately in profit or loss for the period.
DEFINED CONTRIBUTION PLAN
Some of the Group's subsidiaries have assumed commitments, regarding contributing to a defined contribution plan with a percentage of the beneficiaries' salary, in order to provide retirement, disability and survivors' pensions.
To this end, Pension Funds have been set up to capitalise on those contributions, for which employees may still make voluntary contributions, but for which the Group does not assume any additional contribution responsibilities or a pre-fixed return. Thus, the contributions made are recorded as expenses of the period in which they are recognised, regardless of the time of their settlement.
7.2.1 PLANS | NAVIGATOR SUBGROUP
Navigator – Defined Benefit Plans
Description The Navigator Group has responsibilities with post-employment benefit plans for a reduced group of Employees who have chosen to maintain the Defined Benefit Plan or who have chosen to maintain a Safeguard Clause, the latter following the conversion of their plan into a Defined Contribution Plan. In effect, the safeguard clause gives the employee the option, at the time of retirement, to pay a pension in accordance with the provisions laid down on the Defined Benefit Plan. For those who choose to activate the Safeguard Clause, the accumulated balance in the Defined Contribution Plan (Conta 1) will be used to finance the liability of the Defined Benefit Plan.
Navigator – Defined contributions plans
Description As at 30 June 2025, three Defined Contribution plans were in force covering 3,238 employees (31 December 2024: 3,278 employees).
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7.2.2 PLANS | SECIL SUBGROUP
Secil – Retirement and survivors' pension supplement liabilities (defined benefit plans with funds managed by third parties)
Description The subsidiary Secil and its subsidiaries Secil Betão, S.A. (formerly Unibetão - Indústrias de Betão Preparado, S.A.), Cimentos Madeira, Lda., Betomadeira, S.A. and Societé des Ciments de Gabés have undertaken the commitment to provide their employees with cash benefits in the form of retirement supplements for old-age, disability, early retirement, survivor pensions, and retirement allowances.
The liabilities arising from these plans are guaranteed by independent funds, administered by third parties, or covered by insurance policies. These plans are valued every six months, at the dates of closing of the interim and annual financial statements, by specialised and independent entities, using the projected unit credit method.
Secil – Retirement and survivors' pension supplement liabilities (Group-funded defined benefit plans)
Description The liabilities of Secil's retired employees in 31 December 1987 (date of incorporation of the Pension Fund) are guaranteed directly by Secil. Similarly, the liability assumed by Secil Martingança, S.A. are guaranteed directly by this entity.
These plans are also valued every six months by specialised and independent entities, using the method for calculating capital coverage corresponding to single premiums of the immediate life annuities, in the valuation of the liabilities to current pensioners and the projected unit credit method for valuing liabilities relating to current employees.
Secil – Liabilities for healthcare (defined benefit plan)
Description The subsidiary Cimentos Madeira, Lda. provides to their retired employees a healthcare scheme which supplements the official health services through an insurance contract.
Secil – Liabilities for retirement and death
(defined benefit plan)
Description The subsidiary Societé des Ciments de Gabès (Tunisia) assumed the commitment to its employees to pay an old-age retirement and disability subsidy, according to the terms of the General Labour Agreement, Article No. 52, representing: (i) 3 months of the last salary if the worker has less than 30 years' service to the company, and (ii) 4 months of the last salary, if the worker has 30 years or more service to the company.
Secil has undertaken the responsibility to pay a death benefit to employees hired before 1 January 2011. This benefit corresponds to an amount equal to three months of the employee's last salary in the case of active employees, or one month in the case of former employees of CMP – Cimentos Maceira e Patais, S.A.
Secil – Defined contribution plans
Secil and CMP Plan
(Applicable to Secil, CMP and Secil Brands)
Secil and CMP Plans include all workers who, as at 31 December 2009, had an open-ended employment contract (and who were covered by the defined benefits plan in force in the companies) and who have opted for the transition to these Plans and all the workers admitted under an agreement without term, as of 1 January 2010, also being applicable to the members of the Board of Directors.
SBI Plan
Brimade)
(Applicable to Secil Betão, Secil Britas, Betomadeira, Cimentos Madeira, Secil Betão and Secil Britas: Include all employees who as at 31 December 2009 had an open-ended employment contract. In the case of Secil Betão, under the CCT between APEB and FETESE, and all employees admitted under a contract without term, as from 1 January 2010, with the exception of Secil Betão employees who are covered by the CCT entered into between APEB and FEVICCOM, who continue to benefit from the defined benefit Plan. The plan is applicable to members of the Board of Directors.
Betomadeira: Includes all employees who as at 31 December 2010 had an open-ended employment contract concluded under the CCT entered into between APEB and FETESE, and all employees hired under an open-ended contract as of 1 January 2011. The plan is applicable to members of the Board of Directors.
Cimentos Madeira and Brimade: Include all employees who as at 1 January 2012 and 1 July 2012, for Cimentos Madeira and Brimade, respectively, had an open-ended employment contract and to all employees admitted under an open-ended contract as from the aforementioned dates. The plan is applicable to members of the Board of Directors.
Secil – Liabilities for long-service awards
Description Secil has assumed the commitment to pay their Employees bonuses to those who attain 25 years of service, which are paid in the year that the employee reaches the number of years of service within the company.
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7.2.3 RISK MANAGEMENT POLICY ASSOCIATED WITH DEFINED BENEFIT PLANS
The Group's exposure to risk is limited to the number of existing beneficiaries and will tend to decrease, since there are no defined benefit plans open to new employees in the Group. The most significant risks to which the Group is exposed through defined benefit plans include:
- Risk of change in the longevity of participants
- Market rate variation risk rate variation impacts the rate used to discount liabilities (technical interest rate) which is based on yield curves of highly rated bonds with maturities similar to the liabilities' expiry dates and the fixed rate of return of the assets.
- Risk of change in the wage and pension growth rate
The financing level of the fund may vary depending on the risks listed and on the profitability of the fund's financial assets. Despite the fund's conservative profile (consisting mostly of fixed income assets), the verification of the aforementioned risks may lead to the need for additional contributions to the fund considering the nature of the defined benefit.
The Group's goal is to maintain a liability coverage level of 90%.
ACCOUNTING ESTIMATES AND JUDGEMENTS
7.2.4 ACTUARIAL ASSUMPTIONS
In the year ended 30 June 2025, given the duration of the liabilities, there were no significant changes in the discount rates that would justify an update to the actuarial plan and its underlying assumptions.
| 30/06/2025 | 31/12/2024 | ||
|---|---|---|---|
| Social Security Benefit Formula | Decree-Law 187/2007 of 10 May | ||
| Disability table | EKV 80 | EKV 80 | |
| Mortality table | TV 88/90 | TV 88/90 | |
| Salary growth rate – Cement segment | 2.25% | 2.25% | |
| Salary growth rate – Other segments | 2.00% | 2.00% | |
| Technical interest rate – Cement segment | 3.00% | 3.00% | |
| Technical interest rate – Other segments | 3.50% | 3.50% | |
| Pension growth rate – Cement segment | 1.58% | 1.58% | |
| Pension growth rate – Other segments | 1.5% or 2.00% | 1.5% or 2.00% | |
| Semapa pension reversibility rate | 50.00% | 50.00% | |
| Number of Semapa complement annual payments | 1 2 | 1 2 |
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7.2.5 NET PENSION LIABILITIES
Net liabilities reflected in the consolidated statement of financial position and the number of beneficiaries of the defined benefit plans in force in the Group are detailed as follows:
| Pulp a | and Paper | C | ement | Hold | lings | Total | ||
|---|---|---|---|---|---|---|---|---|
| 30 June 2025 | No. Benef. | Amount | No. Benef. | Amount | No. Benef. | Amount | No. Benef. | Amount |
| Pension Liabilities | ||||||||
| Current | 283 | 42,361,281 | 32 | 12,466 | - | - | 315 | 42,373,747 |
| Former employees | 110 | 16,551,812 | - | - | - | - | 110 | 16,551,812 |
| Retired employees | 673 | 101,358,678 | 419 | 10,777,156 | 1 | 418,000 | 1,093 | 112,553,834 |
| Market value of pension funds | - | (159,486,608) | - | (10,635,392) | - | - | - | (170,122,000) |
| Capital insured | - | - | 50 | 156,548 | - | - | 50 | 156,548 |
| Insurance policies | - | - | - | (47,078) | - | - | - | (47,078) |
| Reserve account* | - | - | - | (569,662) | - | - | - | (569,662) |
| Unfunded pension liabilities | 1,066 | 785,163 | 501 | (305,962) | 1 | 418,000 | 1,568 | 897,201 |
| Other liabilities without allocated funds | ||||||||
| Healthcare assistance | - | - | 5 | 47,148 | - | - | 5 | 47,148 |
| Retirement and death | - | - | 490 | 180,378 | - | - | 490 | 180,378 |
| Total post-employment benefits | 1,066 | 785,163 | 996 | (78,436) | 1 | 418,000 | 2,063 | 1,124,727 |
| Long-service award | - | - | 419 | 365,165 | - | - | 419 | 365,165 |
| Total net liabilities | 1,066 | 785,163 | 1,415 | 286,729 | 1 | 418,000 | 2,482 | 1,489,892 |
* Excess fund in changing to DC
| Pulp a | and Paper | C | ement | Ho | oldings | Total | ||
|---|---|---|---|---|---|---|---|---|
| 31 December 2024 | No. Benef. | Amount | No. Benef. | Amount | No. Benef. | Amount | No. Benef. | Amount |
| Pension Liabilities | ||||||||
| Current | 301 | 43,344,735 | 32 | 13,039 | - | - | 333 | 43,357,774 |
| Former employees | 114 | 17,567,947 | - | - | - | - | 114 | 17,567,947 |
| Retired employees | 662 | 98,711,371 | 419 | 11,316,022 | 1 | 473,495 | 1,082 | 110,500,888 |
| Market value of pension funds | - | (160,971,371) | - | (10,997,017) | - | - | - | (171,968,388) |
| Capital insured | - | - | 50 | 172,157 | - | - | 50 | 172,157 |
| Insurance policies | - | - | - | (73,972) | - | - | - | (73,972) |
| Reserve account* | - | - | - | (575,154) | - | - | - | (575,154) |
| Unfunded pension liabilities | 1,077 | (1,347,318) | 501 | (144,925) | 1 | 473,495 | 1,579 | (1,018,748) |
| Other liabilities without allocated funds | ||||||||
| Healthcare assistance | - | - | 5 | 49,116 | - | - | 5 | 49,116 |
| Retirement and death | - | - | 490 | 170,906 | - | - | 490 | 170,906 |
| Total post-employment benefits | 1,077 | (1,347,318) | 996 | 75,097 | 1 | 473,495 | 2,074 | (798,726) |
| Long-service award | - | - | 419 | 387,972 | - | - | 419 | 387,972 |
| Total net liabilities | 1,077 | (1,347,318) | 1,415 | 463,069 | 1 | 473,495 | 2,493 | (410,754) |
* Excess fund in changing to DC
7.2.6 CHANGES IN PENSION AND OTHER POST-EMPLOYMENT BENEFITS
| 30 June 2025 | Exchange rate | Income and | Payments | |||
|---|---|---|---|---|---|---|
| Amounts in Euro | Opening balance | change | expenses Act | uarial deviations | performed | Closing balance |
| Pulp and Paper segment | ||||||
| Pensions with Autonomous fund | 159,624,053 | - | 2,737,613 | 1,529,573 | (3,619,468) | 160,271,771 |
| Cement segment | ||||||
| Pensions assumed by the Group | 1,356,575 | - | 18,553 | (9,633) | (110,002) | 1,255,493 |
| Pensions with Autonomous fund | 9,972,486 | - | 141,126 | (20,490) | (558,993) | 9,534,129 |
| Capital insured | 172,157 | (4,835) | 13,584 | 2,601 | (26,959) | 156,548 |
| Retirement and death | 170,907 | (5,286) | 15,556 | (4) | (794) | 180,379 |
| Healthcare assistance | 49,115 | - | 697 | (370) | (2,295) | 47,147 |
| Long-service award | 387,970 | - | 21,699 | - | (44,506) | 365,163 |
| Holdings | ||||||
| Pensions assumed by the Group | 473,497 | - | 9,763 | - | (65,258) | 418,002 |
| 172,206,760 | (10,121) | 2,958,591 | 1,501,677 | (4,428,275) | 172,228,632 |
| 31 December 2024 | Exchange rate | Change in | Income and | Payments | |||
|---|---|---|---|---|---|---|---|
| Amounts in Euro | Opening balance | change | assumptions | expenses Act | uarial deviations | performed | Closing balance |
| Pulp and Paper segment | |||||||
| Pensions with Autonomous fund | 158,256,875 | - | - | 5,434,959 | 3,243,001 | (7,310,782) | 159,624,053 |
| Cement segment | |||||||
| Pensions assumed by the Group | 1,525,465 | - | - | 41,794 | 40,859 | (251,543) | 1,356,575 |
| Pensions with Autonomous fund | 10,978,979 | - | - | 308,557 | 46,035 | (1,361,085) | 9,972,486 |
| Capital insured | 168,149 | 4,478 | - | 29,282 | (822) | (28,930) | 172,157 |
| Retirement and death | 148,105 | 1,611 | - | 21,379 | 3,172 | (3,360) | 170,907 |
| Healthcare assistance | 43,566 | - | 6,657 | 1,242 | 1,861 | (4,211) | 49,115 |
| Long-service award | 377,309 | - | - | 64,882 | - | (54,221) | 387,970 |
| Holdings | |||||||
| Pensions assumed by the Group | 580,578 | - | - | 23,431 | - | (130,512) | 473,497 |
| 172,079,026 | 6,089 | 6,657 | 5,925,526 | 3,334,106 | (9,144,644) | 172,206,760 |
{103}------------------------------------------------
7.2.7 CHANGES IN FUNDS ALLOCATED TO THE DEFINED BENEFIT PENSION PLANS
| 30/06/2025 | 31/12/2024 | ||||
|---|---|---|---|---|---|
| Amounts in Euro | Autonomous fund | Capital insured | Autonomous fund | Capital insured | |
| Opening balance | 171,968,388 | 73,972 | 170,736,095 | 82,126 | |
| Exchange rate | - | (1,788) | - | 1,992 | |
| Charge for the period | - | - | - | 10,138 | |
| Interest | 2,906,426 | 3,553 | 5,770,619 | 7,915 | |
| Expected return on assets | (574,353) | (1,699) | 4,133,541 | 731 | |
| Pensions paid | (4,178,461) | (26,959) | (8,671,867) | (28,930) | |
| Closing balance | 170,122,000 | 47,079 | 171,968,388 | 73,972 |
The contributions to the defined benefit plans presented above as Contributions for the period were fully realised by the Group's subsidiaries and no contributions were made by the participants.
FUNDS ALLOCATED TO DEFINED BENEFIT PLAN – ESTIMATED CONTRIBUTIONS IN THE FOLLOWING PERIOD
The contributions planned for the next annual reporting period are, among other factors, dependent on the profitability of the funds' assets.
7.2.8 COMPOSITION OF THE ASSETS OF THE FUNDS ALLOCATED TO DEFINED BENEFIT PLANS
| Amounts in Euro | 30/06/2025 | % | 31/12/2024 | % |
|---|---|---|---|---|
| Listed securities in active market | ||||
| Bonds | 99,121,837 | 58.3% | 101,053,773 | 58.8% |
| Shares | 40,988,038 | 24.1% | 43,463,326 | 25.3% |
| Public debt | 23,044,043 | 13.5% | 21,436,253 | 12.5% |
| Liquidity | 1,843,094 | 1.1% | 1,361,213 | 0.8% |
| Other treasury investments | 5,124,988 | 3.0% | 4,653,823 | 2.7% |
| 170,122,000 | 100.0% | 171,968,388 | 100% |
The amounts shown in Bonds, Shares and Public Debt categories refer to the fair values of these assets, fully determined based on observable prices in active net (regulated) markets at the date of the Consolidated Statement of Financial Position.
7.3.10 EXPENSES INCURRED WITH POST-EMPLOYMENT BENEFIT PLANS
| 1H 2025 | |||||
|---|---|---|---|---|---|
| Current | Period | ||||
| services | Expected return | contributions | Impact on net | ||
| Amounts in Euro | expenses | Interest expense | on assets | (DC Plans) | profit (Note 7.1) |
| Pensions assumed by the Group | - | 28,316 | - | - | 28,316 |
| Pensions with Autonomous fund | 10,896 | 117,688 | (156,271) | - | (27,687) |
| Insurance policies | 5,196 | 8,388 | (3,553) | - | 10,031 |
| Retirement and death | 7,975 | 7,581 | - | - | 15,556 |
| Healthcare assistance | - | 697 | - | - | 697 |
| Long-service award | 15,401 | 6,298 | - | - | 21,699 |
| Contributions to defined contribution plans | - | - | - | 1,427,192 | 1,427,192 |
| 39,468 | 168,968 | (159,824) | 1,427,192 | 1,475,804 |
| 1H 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in Euro | Currentservicesexpenses | Interest expense | Expected returnon assets | Periodcontributions(DC Plans) | Impact on netprofit (Note 7.1) | ||||
| Pensions assumed by the Group | - | 32,613 | - | - | 32,613 | ||||
| Pensions with Autonomous fund | 10,544 | 145,674 | (164,646) | - | (8,428) | ||||
| Insurance policies | 6,336 | 8,441 | (4,121) | - | 10,656 | ||||
| Retirement and death | 6,553 | 6,485 | - | - | 13,038 | ||||
| Healthcare assistance | - | 620 | - | - | 620 | ||||
| Long-service award | 13,958 | 5,908 | - | - | 19,866 | ||||
| Contributions to defined contribution plans | - | - | - | 1,298,547 | 1,298,547 | ||||
| 37,391 | 199,741 | (168,767) | 1,298,547 | 1,366,912 |
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7.2.10 REMEASUREMENTS RECOGNISED DIRECTLY IN OTHER COMPREHENSIVE INCOME
| 1H 2025 | Expected return | ||||
|---|---|---|---|---|---|
| Amounts in Euro | Gains and losses | on assets | Gross amount | Deferred tax | Impact on Equity |
| Post-employment benefits | |||||
| Pensions assumed by the Group | 9,633 | - | 9,633 | (2,553) | 7,080 |
| Pensions with Autonomous fund | (2,449,290) | 361,554 | (2,087,736) | 2,542 | (2,085,194) |
| Retirement and death | 4 | - | 4 | - | 4 |
| Healthcare assistance | 370 | - | 370 | (76) | 294 |
| (2,439,283) | 361,554 | (2,077,729) | (87) | (2,077,816) |
| 1H 2024 | Expected return | ||||
|---|---|---|---|---|---|
| Amounts in Euro | Gains and losses | on assets | Gross amount | Deferred tax | Impact on Equity |
| Post-employment benefits | |||||
| Pensions assumed by the Group | (651) | - | (651) | 179 | (472) |
| Pensions with Autonomous fund | (2,996,317) | 2,007,945 | (988,372) | (148,752) | (1,137,124) |
| Healthcare assistance | 9 7 | - | 9 7 | (21) | 7 6 |
| (2,996,871) | 2,007,945 | (988,926) | (148,594) | (1,137,520) |
8 FINANCIAL INSTRUMENTS
8.1 FINANCIAL RISK MANAGEMENT
As a holding company (SGPS), Semapa develops both direct and indirect managing activities over its subsidiaries. Accordingly, the fulfilment of the obligations undertaken depends on the cash flows generated by these entities. The Company therefore depends on the potential distribution of dividends by its subsidiaries, the payment of interest, the repayment of loans granted, and other cashflows generated by those entities.
The ability of Semapa's subsidiaries to make funds available will depend, partly, on their ability to generate positive cash flows and, on the other hand, on the respective earnings, available reserves for distribution and financial structure.
The Semapa Group has a risk-management programme, which focuses its analysis on the financial markets with a view to mitigate the potential adverse effects on the Semapa Group's financial performance. Risk management is undertaken by the Financial Management of the holding and main subsidiaries, in accordance with the policies approved by the Board of Directors and monitored by the Risks and Control Committee.
The Group adopts a proactive approach to risk management, as a way to mitigate the potential adverse effects associated with those risks, namely the foreign exchange risk, the interest rate risk and the risk of access to financing.
8.1.1 FOREIGN EXCHANGE RISK
FOREIGN EXCHANGE RISK MANAGEMENT POLICY
PULP AND PAPER
Regarding the Pulp and Paper segment, a significant portion of the Group's sales is denominated in currencies other than Euro. Thus, exchange rate fluctuations may have a significant impact on the cash flows generated from the Group's future sales, with the USD being the most influential currency. Also, sales in GBP, PLN and CHF have some weight, having sales in other currencies less expression.
Purchases of some raw materials are also made in USD, namely part of wood and long-fibre pulp imports of wood and acquisitions of long-fibre pulp. Therefore, changes in USD may have an impact on acquisition values.
Furthermore, and although there is a partial natural hedge, once a purchase or sale is made in a currency other than in Euro, the Group takes on a foreign exchange risk up to the time it receives the proceeds of that purchase or sale, if no hedging instruments are
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in place. As a result, there is a significant number of receivables and payables, the latter with lesser expression, exposed to exchange rate risk.
CEMENT
The foreign exchange risk in the Cement segment arises primarily from the Group's investments in Brazil and from purchases of fuel and shipping freight, which are settled in USD. This segment continued its policy of maximising the potential of covering their foreign exchange exposure. This segment also comprises assets located in Tunisia, Angola and Lebanon, therefore any change in these countries' exchange rates could have an impact on Semapa's consolidated statement of financial position.
The segment assesses its currency exposure from a consolidated perspective at the Secil Group level, with a policy aimed at maximising the natural hedging of cash flows denominated in currencies other than the reporting currency.
USE OF DERIVATIVE FINANCIAL INSTRUMENTS
Occasionally, when considered appropriate, the Group manages foreign exchange risks through the use of derivative financial instruments, in accordance with a policy that is subject to periodic review, the prime purpose of which is to limit the exchange risk associated with future sales and purchases and accounts receivable and payable, which are denominated in currencies other than the Euro. However, when a unit trades in a currency other than the Group's presentation currency or its functional currency, immediate hedging is performed.
In the periods presented, the Group holds derivatives that are hedging the exchange rate risk of future operations in currencies other than the presentation currency (see Note 8.2 – Derivative financial instruments).
EXPOSURE OF FINANCIAL ASSETS AND LIABILITIES TO FOREIGN EXCHANGE RISK AND SENSITIVITY ANALYSIS
| USdollar | Pound | Polish | Turkishlira | Swissfranc | Brazilianreal | |
|---|---|---|---|---|---|---|
| 30 June 2025 | 1.172 | sterling0.856 | zloty4.242 | 46.568 | 0.935 | 6.438 |
| Exchange rate at the end of the period | 12.81% | 3.17% | (0.76%) | 26.76% | (0.69%) | 0.0% |
| Appreciation / (Depreciation) over the previous period | 1.093 | 0.843 | 4.232 | 41.141 | 0.941 | 6.263 |
| Average exchange rate in the period | 1.04% | (0.48%) | (1.71%) | 15.65% | (1.18%) | 7.4% |
| Appreciation / (Depreciation) over the previous period | ||||||
| Amounts in foreign currency | ||||||
| Cash and cash equivalents | 9,459,060 | 1,047,285 | 1,386,270 | 535,592 | 91,363 | 168,570,132 |
| Receivables | 123,642,252 | 48,877,718 | 15,386,222 | 124,322 | 1,756,866 | 132,107,302 |
| Other assets | 60,772,428 | 10,305,236 | - | - | - | - |
| Total financial assets | 193,873,740 | 60,230,239 | 16,772,492 | 659,914 | 1,848,229 | 300,677,434 |
| Loans | (748,721) | (13,138,326) | - | - | - | (635,391,825) |
| Payables | (15,796,053) | (17,635,673) | (9,980) | (74,797) | (10,887) | (284,673,630) |
| Total financial liabilities | (16,544,774) | (30,773,999) | (9,980) | (74,797) | (10,887) | (920,065,455) |
| Financial net position in foreign currency | 177,328,966 | 29,456,240 | 16,762,512 | 585,117 | 1,837,342 | (619,388,021) |
| Financial net position in Euro | 151,304,578 | 34,431,607 | 3,951,279 | 12,565 | 1,965,702 | (96,202,165) |
| Impact of + 10% change on exchange rate | (13,754,962) | (3,130,146) | (359,207) | (1,142) | (178,700) | 8,745,651 |
| Impact of + -10% change on exchange rate | 16,811,620 | 3,825,734 | 439,031 | 1,396 | 218,411 | (10,689,129) |
| US | Pound | Polish | Turkish | Swiss | Brazilian | |
| 31 December 2024 | dollar | sterling | zloty | lira | franc | real |
| Exchange rate at the end of the period | 1.039 | 0.829 | 4.275 | 36.737 | 0.941 | 6.435 |
| Appreciation / (Depreciation) over the previous period | (5.98%) | (4.59%) | (1.49%) | 12.51% | 1.64% | 20.28% |
| Average exchange rate in the period | 1.082 | 0.847 | 4.306 | 35.573 | 0.953 | 5.833 |
| Appreciation / (Depreciation) over the previous period | 0.05% | (2.67%) | (5.20%) | 38.10% | (1.97%) | 8.00% |
| Amounts in foreign currency | ||||||
| Cash and cash equivalents | 5,837,319 | 1,026,550 | 114,545 | 2,182,313 | 1,828 | 573,229,925 |
| Receivables | ||||||
| 141,720,865 | 46,228,701 | 9,733,718- | 124,322- | 1,846,939- | 108,052,701- | |
| Other assets | 41,451,170 | 10,313,925 | ||||
| Total financial assetsLoans | 189,009,354(87,563,243) | 57,569,17617,490,990 | 9,848,263- | 2,306,635- | 1,848,767- | 681,282,626(388,381,146) |
| Payables | (5,837,253) | 17,102,563 | 12,888 | 104,309 | 78,966 | (298,604,353) |
| Total financial liabilities | (93,400,496) | 34,593,553 | 12,888 | 104,309 | 78,966 | (686,985,499) |
| Financial net position in foreign currency | 95,608,858 | 92,162,729 | 9,861,151 | 2,410,944 | 1,927,733 | (5,702,873) |
| Financial net position in Euro | 92,028,933 | 111,149,243 | 2,306,702 | 65,627 | 2,048,165 | (886,172) |
| Impact of + 10% change on exchange rate | (8,366,267) | (10,104,477) | (209,700) | (5,966) | (186,197) | 80,561 |
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| Mozambicanmetical | Moroccan | Lebanese | Tunisian | Angolan | South African |
|---|---|---|---|---|---|
| dirham | pound | dinar | kwanza | rand | |
| 74.850 | 10.580 | 104,894.0 | 3.400 | 1,090.189 | 20.841 |
| 12.07% | 0.58% | 12.81% | 3.0% | 14.14% | 6.23% |
| 69.928 | 10.460 | 97,850.4 | 3.352 | 1,007.863 | 20.031 |
| 1.09% | (2.74%) | 1.04% | (0.4%) | 5.83% | 1.01% |
| 32,946,553 | 562,722 | 130,478,125 | 20,146,615 | 453,323,744 | 6,873,063 |
| 36,136,624 | - | 399,039,150 | 63,160,337 | 3,994,598,322 | 18,580,866 |
| - | - | 320,131 | 426,962 | 5,319,324 | - |
| 69,083,177 | 562,722 | 529,837,406 | 83,733,914 | 4,453,241,390 | 25,453,929 |
| - | - | (17,060,690) | (144,894,974) | (3,489,886,565) | - |
| - | (61,281) | (1,825,322,448) | (78,558,118) | (774,214,954) | (2,295,222) |
| - | (61,281) | (1,842,383,138) | (223,453,092) | (4,264,101,519) | (2,295,222) |
| 23,158,707 | |||||
| 1,111,204 | |||||
| (101,019) | |||||
| 102,551 | 5,266 | 19,277 | 123,467 | ||
| Mozambican | Moroccan | Lebanese | Tunisian | Angolan | South African |
| metical | dirham | pound | dinar | kwanza | rand |
| 66.790 | 10.519 | 92,981.600 | 3.302 | 955.172 | 19.619 |
| (5.46%) | (3.89%) | (6.19%) | (2.60%) | 3.22% | (3.58%) |
| 69.173 | 10.755 | 96,847.000 | 3.366 | 952.316 | 19.830 |
| 0.10% | (1.83%) | (2.29%) | 0.34% | 27.33% | (0.63%) |
| 47,272,452 | 450,239 | 180,057,509 | 4,931,079 | 147,812,637 | 8,949,781 |
| 7,720,540 | - | 195,239,794 | 54,967,118 | 3,686,758,975 | 10,414,727 |
| - | - | - | 15,144,548 | 1,680,000 | - |
| 54,992,992 | 450,239 | 375,297,303 | 75,042,745 | 3,836,251,612 | 19,364,508 |
| - | - | - | (143,336,634) | (1,388,886,537) | - |
| 13,405,576 | 135,216 | (816,491,982) | (51,863,195) | (644,385,781) | 3,451,095 |
| 13,405,576 | 135,216 | (816,491,982) | (195,199,829) | (2,033,272,318) | 3,451,095 |
| 22,815,603 | |||||
| 1,024,084 | 55,657 | (4,745) | (36,393,592) | 1,887,597 | 1,162,946 |
| (93,099) | (5,060) | 431 | 3,308,508 | (171,600) | (105,722) |
| 69,083,177922,955(83,905)68,398,568 | 501,44147,396(4,309)585,455 | (1,312,545,732)(12,513)1,138(1,390)(441,194,679) | (139,719,178)(41,092,667)3,735,697(4,565,852)(120,157,084) | 189,139,871173,493(15,772)1,802,979,294 |
8.1.2 INTEREST RATE RISK
INTEREST RATE RISK MANAGEMENT POLICY
A significant share of the Group's financial liabilities cost is indexed to short-term reference interest rates, which are reviewed more than once a year (generally every six months for medium and long-term debt). Hence, changes in interest rates can have an impact on the Group's income statement.
The Group periodically reviews its interest rate risk management strategy. In view of the current level of interest rates, the Group has been favouring the contracting of fixed rate debt.
Where deemed appropriate by the Board, the Group relies on the use of derivative financial instruments (Note 8.2), namely interest rate swaps to manage the interest rate risk, and these tools aim to fix the interest rate on loans it obtains, within certain parameters, considered appropriate by the Group's risk management policies.
EXPOSURE TO INTEREST RATE RISK
Financial assets and liabilities bearing interest at fixed rates (which do not expose the Group to interest rate risk) and those bearing interest at variable rates (which expose the Group to interest rate risk) are detailed as follows:
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| Amounts in Euro | Up to 1 month | 1-3 months | 3-12 months | 1-5 years | + 5 years | Total |
|---|---|---|---|---|---|---|
| As at 30 June 2025 | ||||||
| Assets | ||||||
| Current | ||||||
| Cash and cash equivalents | 329,024,129 | - | - | - | - | 329,024,129 |
| Total financial assets | 329,024,129 | - | - | - | - | 329,024,129 |
| Liabilities | ||||||
| Non-current | ||||||
| Interest-bearing liabilities | - | - | 190,393,886 | 364,116,166 | 157,515,398 | 712,025,450 |
| Other liabilities | - | - | - | 65,124,290 | 9,141,909 | 74,266,199 |
| Current | ||||||
| Interest-bearing liabilities | 6,136,311 | 8,768,544 | 58,917,279 | - | - | 73,822,134 |
| Other liabilities | 81,160 | 1,796,045 | 12,522,170 | - | - | 14,399,375 |
| Total financial liabilities | 6,217,471 | 10,564,589 | 261,833,335 | 429,240,456 | 166,657,307 | 874,513,158 |
| Net financial position | 322,806,658 | (10,564,589) | (261,833,335) | (429,240,456) | (166,657,307) | (545,489,029) |
| Amounts in Euro | Up to 1 month | 1-3 months | 3-12 months | 1-5 years | + 5 years | Total |
| As at 31 December 2024 | ||||||
| Assets | ||||||
| Current | ||||||
| Cash and cash equivalents | 499,542,393 | - | - | - | - | 499,542,393 |
| Total financial assets | 499,542,393 | - | - | - | - | 499,542,393 |
| Liabilities | ||||||
| Non-current | ||||||
| Interest-bearing liabilities | 50,000,000 | - | 188,632,237 | 231,745,269 | 198,830,830 | 669,208,336 |
| Other liabilities | - | - | - | 62,341,840 | 10,225,243 | 72,567,083 |
| Current | ||||||
| Interest-bearing liabilities | 46,977,578 | 39,556,102 | 97,256,527 | - | - | 183,790,207 |
| Other liabilities | (1,741,009) | (2,643,569) | 6,912,530 | - | - | 2,527,952 |
| Total financial liabilities | 95,236,569 | 36,912,533 | 292,801,294 | 294,087,109 | 209,056,073 | 928,093,578 |
| Net financial position | 404,305,824 | (36,912,533) | (292,801,294) | (294,087,109) | (209,056,073) | (428,551,185) |
From 2024 onwards, the tables above show assets and liabilities with exposure to interest rate risk, not including assets and liabilities whose interest rate risk is fully covered by derivative financial instruments with a maturity and/or repricing identical to the underlying. In liquidity risk Note 8.1.3, the contractual maturity of all financial liabilities is shown, regardless of whether interest rate risk is hedged through derivative financial instruments.
8.1.3 LIQUIDITY RISK
LIQUIDITY RISK MANAGEMENT POLICY
The Group manages liquidity risk in two ways:
- i) ensuring that its financial debt has a high medium- and long-term component with maturities appropriate to the characteristics of the industries where it operates, and
- ii) by contracting with financial institutions credit facilities available at all times for an amount that guarantees adequate liquidity.
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CONTRACTUAL MATURITY OF FINANCIAL LIABILITIES (UNDISCOUNTED CASH FLOWS, INCLUDING INTEREST)
| Amounts in Euro | Up to 1 month | 1-3 months | 3-12 months | 1-5 years | + 5 years | Total |
|---|---|---|---|---|---|---|
| As at 30 June 2025 | ||||||
| Liabilities | ||||||
| Bond loans | 834,594 | 1,299,188 | 120,616,731 | 597,149,127 | 340,361,549 | 1,060,261,189 |
| Commercial paper | - | - | 39,353,646 | 56,825,442 | - | 96,179,088 |
| Bank loans | 6,241,197 | 16,809,597 | 74,095,516 | 268,655,971 | 170,143,434 | 535,945,715 |
| Other loans | 1,464,750 | 7,639,379 | 14,337,946 | - | - | 23,442,075 |
| Lease liabilities | 84,242 | 150,927 | 13,516,957 | 20,864,455 | 10,217,624 | 44,834,205 |
| Derivative financial instruments | 81,160 | 133,434 | (1,284,684) | 3,079,601 | 383,569 | 2,393,080 |
| Other financial liabilities | 991,769 | 3,824,559 | - | 50,458,343 | - | 55,274,671 |
| Total liabilities | 9,697,712 | 29,857,084 | 260,636,112 | 997,032,939 | 521,106,176 | 1,818,330,023 |
| As at 31 December 2024 | ||||||
| Liabilities | ||||||
| Bond loans | 834,594 | 11,350,688 | 123,995,414 | 626,351,923 | 383,770,976 | 1,146,303,595 |
| Commercial paper | 25,041,500 | 35,547,000 | 2,203,006 | 48,779,230 | 50,000,000 | 161,570,736 |
| Bank loans | 47,272,151 | 22,873,619 | 73,106,242 | 246,064,002 | 67,149,991 | 456,466,005 |
| Other loans | 1,934,995 | 364,020 | 8,111,150 | 16,700,862 | - | 27,111,027 |
| Lease liabilities | 96,974 | 145,444 | 11,759,196 | 21,288,269 | 11,386,540 | 44,676,423 |
| Derivative financial instruments | (1,741,009) | (3,046,668) | (2,412,744) | 1,291,935 | (783,753) | (6,692,239) |
| Other financial liabilities | 4,336,287 | 2,084,430 | - | 50,000,000 | - | 56,420,717 |
| Total liabilities | 77,775,492 | 69,318,533 | 216,762,264 | 1,010,476,221 | 511,523,754 | 1,885,856,264 |
AVAILABLE AND UNDRAWN CREDIT FACILITIES
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Undrawn credit facilities | ||
| Holdings | 428,600,000 | 374,500,000 |
| Pulp and Paper | 248,700,714 | 310,163,917 |
| Cement | 260,605,329 | 283,381,997 |
| Other businesses | 13,736,317 | 9,854,798 |
| 951,642,360 | 977,900,712 |
8.1.4 CREDIT RISK
ACCOUNTING POLICIES
IMPAIRMENT OF FINANCIAL ASSETS
The Group assesses, on a prospective basis, the expected credit losses associated with its financial assets measured at amortised cost and at fair value through other comprehensive income, in accordance with IFRS 9, as detailed in Note 8.3 – Categories of financial instruments of the Group.
On this basis, the Group recognises expected credit losses throughout the lifetime of financial instruments that have been subject to significant increases in credit risk since its initial recognition, assessed either individually or collectively, considering all reasonable and sustainable information, including available prospective information.
If, at the reporting date, the credit risk associated with a financial instrument has not increased significantly since its initial recognition, the Group measures the impairment of that financial instrument by an amount equivalent to the expected credit losses.
IFRS 9 provides that for the calculation of these impairments, one of two models is used: the 3-step method or the use of a matrix, the distinguishing component being the existence or not of a significant financing component. In the case of the Group's financial assets, as it is not a financial institution and there are no assets with a significant financing component, it was decided to use a matrix.
The model adopted for the impairment assessment in accordance with IFRS 9 is as follows:
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- 1. Calculate the total credit sales made by the Group over the last 12 months, as well as the total amount of bad debts relating to them;
- 2. Determine the customers' payment profile and other short-term creditors, by setting buckets of receipt frequency;
- 3. Based on 1 above, estimate the probability of default (i.e., the amount of bad debts calculated at 1 compared to the balance of outstanding sales in each bucket calculated at 2);
- 4. Adjust the percentages of future forecasts obtained in 3;
- 5. Apply the default percentages as calculated in 4 to trade receivables and other current payables still outstanding at the reporting date.
Although IFRS 9 presumes a 90-day period as default, the Navigator Group considered a period of 180 days, since the experience of real losses before this period is low. This period is aligned with the current risk management policies of the company, namely in what regards the credit insurance hired, and to the fact that there is no sales with significant components of funding in light of IFRS 15. Additionally, Navigator assessed the impact of considering a 180-day default instead of 90 days, and the Expected Credit Loss would not change significantly. In the event of an accident in the credit insurance company, the model considers the limit paid, by Navigator, of 5% (10% for national customers).
In addition, the Group recognises impairment on a case-by-case basis, based on specific balances and specific past events, considering the historical information of the counterparties, their risk profile and other observable data in order to assess whether there are objective indicators of impairment for these financial assets. The Group uses the write-off procedure only when the credit is considered to be definitely uncollectible by a court decision.
CREDIT RISK MANAGEMENT POLICY
The Group is exposed to credit risk in the credit it grants to its customers and other debtors. Accordingly, it has adopted a policy of managing such risks within present limits, by serving insurance policies with specialised independent companies. The deterioration in global economic conditions or adverse situations, which only affect economies at the local level, could give rise to situations in which customers are unable to meet their commitments.
The Group has adopted a credit insurance policy for most trade receivables. As such, its exposure to credit risk is considered to have been mitigated up to acceptable levels, when compared with its sales.
However, the worsening of global economic conditions or adversities affecting only economies on a local scale may lead to deterioration in the ability of the Navigator Group's customers to meet their obligations, leading entities providing credit insurance to significantly decrease the amount of credit facilities that are available to those customers. This scenario may result in limitations on the amounts that can be sold to some customers without directly incurring credit risk levels that are not compatible with the risk policy in this area.
CASH EQUIVALENTS
The Group follows a strict policy for the approval of its financial counterparties, limiting its exposure based on individual risk assessments and pre-approved credit limits.
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As at 30 June 2025 and 31 December 2024, Trade receivables showed the following ageing structure, considering the due dates for the balances outstanding before impairment:
| Total | |||||
|---|---|---|---|---|---|
| Amounts in Euro | Pulp and Paper | Cement | Other businesses | 30/06/2025 | 31/12/2024 |
| Amounts not due | 267,841,532 | 67,346,578 | 13,310,142 | 348,498,252 | 319,741,000 |
| 1 to 90 days | 31,566,700 | 26,355,973 | 5,477,932 | 63,400,605 | 61,593,383 |
| 91 to 180 days | 765,536 | 3,797,601 | 867,520 | 5,430,657 | 5,620,958 |
| 181 to 360 days | 39,442 | 939,316 | 950,637 | 1,929,395 | 2,787,301 |
| 361 to 540 days | 54,510 | 237,133 | 919,952 | 1,211,595 | 2,142,764 |
| 541 days to 720 days | 19,226 | 424,335 | 760,348 | 1,203,909 | 1,063,560 |
| More than 721 days | - | 664,799 | 1,699,716 | 2,364,515 | 3,543,272 |
| 300,286,946 | 99,765,735 | 23,986,247 | 424,038,928 | 396,492,238 | |
| Litigation - doubtful debts | 3,132,578 | 12,509,637 | - | 15,642,215 | 16,150,536 |
| Impairment | (3,132,578) | (14,537,498) | (826,882) | (18,496,958) | (19,199,269) |
| Trade receivables balance | 300,286,946 | 97,737,874 | 23,159,365 | 421,184,185 | 393,443,505 |
As at 30 June 2025 and 31 December 2024, the Group's credit risk quality in respect of financial assets (Cash and cash equivalents and Derivative financial instruments) held with financial institutions is detailed as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| A+ | 83,547,880 | 194,659,046 |
| A | 83,553,113 | 154,352,484 |
| A- | 17,902,394 | 53,621,029 |
| BBB+ | 21,213,761 | 1,390,321 |
| BBB | 76,247,483 | 46,786,388 |
| BBB- | 755,542 | 157,852 |
| BB+ | 8,948,102 | 12,371,871 |
| BB | 16,027,333 | 23,137,650 |
| B | - | 907,653 |
| B- | 192,767 | 1,111,610 |
| CCC+ | 1,203,558 | - |
| CCC | - | 3,556,062 |
| C | - | 1,233,320 |
| Other | 19,431,651 | 6,256,492 |
| 329,023,584 | 499,541,778 |
The caption Other comprise short-term investments in Angola and Mozambique financial institutions, on which it was not possible to obtain the ratings with reference to the presented dates.
IMPAIRMENT OF TRADE AND OTHER RECEIVABLES
MOVEMENTS IN ACCUMULATED IMPAIRMENT LOSSES ON TRADE AND OTHER RECEIVABLES
| Trade receivables - current accounts | Other receivables | |||
|---|---|---|---|---|
| Amounts in Euro | 30/06/2025 | 31/12/2024 | 30/06/2025 | 31/12/2024 |
| Accumulated impairment at beginning of the period | 19,199,269 | 19,143,293 | 8,048,686 | 7,773,484 |
| Changes due to: | ||||
| Increase | 109,655 | 2,608,601 | 148,624 | 461,672 |
| Reversals | (264,084) | (3,924,074) | (108,476) | (181,747) |
| Changes recognised in net profit for the period | (154,429) | (1,315,473) | 40,148 | 279,925 |
| Change in the scope | - | 40,111 | - | - |
| Exchange rate adjustment | (172,702) | (9,051) | (4,410) | 3,509 |
| Charge-off | (130,666) | (149,148) | (31,262) | (8,232) |
| Adjustments and transfers | (244,514) | 1,489,537 | - | - |
| Accumulated impairment at end of the period | 18,496,958 | 19,199,269 | 8,053,162 | 8,048,686 |
| Remaining quarters | - | - | - | - |
| Accumulated impairment | 18,496,958 | 19,199,269 | 8,053,162 | 8,048,686 |
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8.2 DERIVATIVE FINANCIAL INSTRUMENTS
ACCOUNTING POLICIES
The fair value of derivative financial instruments is included under Payables (Note 4.3), when negative, and under Receivables (Note 4.2), when positive.
In accordance with IFRS 9 – Financial Instruments, the Group has opted to continue applying the hedge accounting requirements of IAS 39 – Financial Instruments, until there is greater visibility on the Dynamic Risk Management (macro hedging) project currently in progress.
Whenever expectations of changes in interest or exchange rates so justify, the Group hedges these risks through derivative financial instruments, such as interest rate swaps (IRS), interest rate and foreign exchange collars, forwards, etc.
DERIVATIVE FINANCIAL INSTRUMENTS | TRADING
Although the derivatives contracted by the Group represent effective economic hedges of risks, not all of them qualify as hedging instruments in accounting terms to satisfy the applicable rules and requirements. Instruments that do not qualify as hedging instruments are recorded in the Consolidated Financial Position at their fair value and changes in fair value are recognised in Net financial results (Note 5.10), when related to financing operations, or in External services and supplies (Note 2.3) or Revenue (Note 2.1), when related to foreign exchange risk on the purchase of raw materials or cash flows from sales in currencies other than the reporting currency.
DERIVATIVE FINANCIAL INSTRUMENTS | HEDGING
Derivative financial instruments used for hedging purposes may be recognised as hedging instruments for accounting purposes, provided they cumulatively meet the conditions set out in IAS 39.
CASH-FLOW HEDGE (INTEREST RATE AND EXCHANGE RATE RISKS)
In order to manage its exposure to interest rate risk and exchange rate risk, the Group enters into cash flow hedges.
These transactions are recorded in the Interim statement of financial position at fair value and, if considered effective hedges. Changes in fair value are initially recorded in other comprehensive income for the period. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Accumulated amounts in equity are reclassified to profit or loss in the periods when the hedged item affects the Income statement (for example, when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the income statement under Net financial results (Note 5.10). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory or property, plant and equipment), the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset.
When a hedging instrument expires or is sold, or when it no longer meets the criteria required for accounting recognition as a hedge, the cumulative gains and losses recorded in equity are recycled to the Income Statement, except where the hedged item is a future transaction. In such cases, the cumulative gains and losses in equity at that date remain in equity and are only recycled to the Income Statement when the transaction is recognised therein.
NET INVESTMENT HEDGING (EXCHANGE RATE RISK)
In order to manage the exposure of its investments in foreign subsidiaries to fluctuations in the exchange rate (net investment), the Group enters into exchange rate forwards, which are recorded at fair value in the consolidated statement of financial position.
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Those exchange rate forwards arranged for investments in foreign operations, are recorded in a similar way to the cash flow hedges. Gains and losses on the hedging instrument related to its effective hedging component are recognised in the comprehensive income for the period. Gains and losses related to the ineffective hedging component are recognised in the Income statement. The accumulated gains and losses on equity are included in the Income statement if and when the foreign subsidiaries are disposed.
ACCOUNTING ESTIMATES AND JUDGEMENTS
FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS
Whenever possible, the fair value of derivatives is estimated on the basis of quoted instruments. In the absence of market prices, the fair value of derivatives is estimated through the discounted cash-flow method and option valuation models, in accordance with prevailing market assumptions.
MOVEMENTS IN DERIVATIVE FINANCIAL INSTRUMENTS
| 30/06/2025 | 31/12/2024 | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in Euro | Tradingderivatives | Hedgingderivatives | Net total | Tradingderivatives | Hedgingderivatives | Net total | |
| Balance at the beginning of the period | 9,708,424 | 17,709,322 | 27,417,746 | (11,279,316) | 21,670,675 | 10,391,359 | |
| New contracts / settlements | (5,623,015) | (4,890,363) | (10,513,378) | 8,951,784 | (11,273,847) | (2,322,063) | |
| Change in fair value through profit and loss (Note 5.11) | (3,282,792) | 386,631 | (2,896,161) | 10,804,156 | 11,328,732 | 22,132,888 | |
| Change in fair value through other comprehensive income (Note 5.5) | - | 2,881,842 | 2,881,842 | - | (4,016,238) | (4,016,238) | |
| Exchange rate adjustment | 22,955 | (30,502) | (7,547) | 1,231,800 | - | 1,231,800 | |
| Balance at the end of the period | 825,572 | 16,056,930 | 16,882,502 | 9,708,424 | 17,709,322 | 27,417,746 |
DETAIL AND MATURITY OF DERIVATIVE FINANCIAL INSTRUMENTS BY NATURE
| 30 June 2025Amounts in Euro | Notional | Currency | Maturity | Positive(Note 4.2) | Negative(Note 4.3) | Net amount |
|---|---|---|---|---|---|---|
| Hedging | ||||||
| Foreign exchange forwards (future sales) | 154,768,000 | USD | 2025 | 13,349,940 | - | 13,349,940 |
| Foreign exchange forwards (future sales) | 118,800,000 | GBP | 2025 | 1,357,290 | - | 1,357,290 |
| Interest rate swaps | 525,000,000 | EUR | 2031 | 4,941,385 | (3,149,661) | 1,791,724 |
| Cross currency interest rate swap | 40,000,000 | BRL | 2029 | - | (3,970,210) | (3,970,210) |
| Energy | 29,172,909 | EUR | 2027 | 3,538,859 | (10,673) | 3,528,186 |
| 23,187,474 | (7,130,544) | 16,056,930 | ||||
| Trading | ||||||
| Foreign exchange forwards (future sales) | 40,800,000 | USD | 2025 | 1,085,398 | - | 1,085,398 |
| Foreign exchange forwards (future sales) | 11,300,000 | GBP | 2025 | - | (45,232) | (45,232) |
| Cross currency interest rate swap | 1,390,000 | USD | 2025 | - | (43,872) | (43,872) |
| Cross currency interest rate swap | 9,741,388 | EUR | 2025 | - | (170,722) | (170,722) |
| 1,085,398 | (259,826) | 825,572 | ||||
| 24,272,872 | (7,390,370) | 16,882,502 |
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| 31 December 2024 | Notional | Currency | Maturity | Positive(Note 4.2) | Negative(Note 4.3) | Net amount |
|---|---|---|---|---|---|---|
| Hedging | ||||||
| Foreign exchange forwards (future sales) | 272,000,000 | USD | 2025 | - | (1,103,142) | (1,103,142) |
| Foreign exchange forwards (future sales) | 130,000,000 | GBP | 2025 | - | (262,405) | (262,405) |
| Interest rate swaps | 585,000,000 | EUR | 2031 | 10,598,974 | (3,314,640) | 7,284,334 |
| Cross currency interest rate swap | 40,000,000 | BRL | 2029 | - | (848,250) | (848,250) |
| Energy | 24,653,150 | EUR | 2025 | 12,638,785 | - | 12,638,785 |
| 23,237,759 | (5,528,437) | 17,709,322 | ||||
| Trading | ||||||
| Foreign exchange forwards (future sales) | 60,500,000 | USD | 2025 | - | (1,597,134) | (1,597,134) |
| Foreign exchange forwards (future sales) | 40,900,000 | GBP | 2025 | - | (34,179) | (34,179) |
| Cross currency interest rate swap | 33,549,434 | EUR | 2025 | 3,861,615 | - | 3,861,615 |
| Cross currency interest rate swap | 80,291,054 | USD | 2025 | 7,478,122 | - | 7,478,122 |
| 11,339,737 | (1,631,313) | 9,708,424 | ||||
| 34,577,496 | (7,159,750) | 27,417,746 |
8.3 OTHER FINANCIAL INVESTMENTS
ACCOUNTING POLICIES
This Note includes equity instruments held by the Group relating to companies over which it has no control or significant influence. Financial investments are measured at fair value through profit or loss when held by the Group for trading purposes. All other financial investments are designated by the Group as financial assets at fair value through other comprehensive income.
MOVEMENTS IN OTHER FINANCIAL INVESTMENTS
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Financial assets at fair value through other comprehensive income | ||
| Opening balance | 56,655,253 | 29,181,346 |
| Change in the scope | - | - |
| Acquisitions | 1,367,131 | 23,568,787 |
| Repayments/Disposals | (26,000) | (3,550,106) |
| Share conversions | 1,000,864 | - |
| Exchange rate changes in other comprehensive income | (4,040,771) | (2,811,710) |
| Change in fair value through other comprehensive income | 9,896,333 | 10,266,937 |
| Closing balance | 64,852,810 | 56,655,253 |
| Financial assets at fair value through profit or lossOpening balance | 31,223,704 | 19,419,978 |
| Change in the scope | 240 | |
| Acquisitions | 1,091,440 | -8,781,238 |
| Repayments/Disposals | - | (41,565) |
| Share conversions | (1,000,000) | - |
| Exchange rate changes recognised in profit or loss | (1,587,751) | 992,872 |
| Change in fair value through profit and loss | (292,593) | 2,071,180 |
| Closing balance | 29,435,040 | 31,223,704 |
DETAIL OF OTHER FINANCIAL INVESTMENTS BY NATURE
Within the scope of venture capital activity, investments can be categorised as Core Investments and Discovery Check Investments.
Core investments represent the main investments and are aimed at startups with a validated business model. They are characterised by higher amounts, greater strategic involvement and a long-term investment horizon, with the aim of maximising returns.
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On the other hand, Discovery Check Investments are exploratory in nature and involve small amounts of money, making it possible to test the potential of startups in their early stages. These investments act as a preliminary approach, enabling close monitoring before a decision is made on whether to increase capital and move towards a Core Investment.
These investments essentially correspond to investments made by the subsidiary Semapa Next, S.A., a venture capital business unit of the Semapa Group which has been making diversified investments, and are detailed as follows:
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Financial assets at fair value through other comprehensive income | ||
| Circuit Routing Limited | 3,796,928 | 4,136,659 |
| Defined.ai | 10,238,903 | 7,212,838 |
| Ferovinum, Ltd. | 4,912,361 | 4,988,693 |
| Gropyus | 5,509,000 | 6,002,469 |
| Kenko, Unipessoal, Lda. | 10,275,631 | 10,222,129 |
| Meisterwerk GmbH | 3,200,986 | 3,200,986 |
| Oceano Fresco, S.A. | 2,977,444 | 2,977,444 |
| Overstory, B.V. | - | 8,461,573 |
| Overstory Technologies Inc. | 15,230,418 | |
| Techstar Corporate Partner 2017 LLC | 4,649,881 | 5,245,025 |
| Other | 4,061,258 | 4,207,436 |
| 64,852,810 | 56,655,252 | |
| Financial assets at fair value through profit or loss | ||
| Alter Venture Partners Fund I SCA, SICAV-RAIF | 11,067,706 | 13,936,169 |
| Constellr GmbH | 5,541,233 | 5,318,082 |
| FCR Armilar Venture Partners TechTransfer Fund | 4,992,977 | 4,860,915 |
| Other | 7,833,124 | 7,108,539 |
| 29,435,040 | 31,223,705 | |
| 94,287,850 | 87,878,957 |
8.4 FINANCIAL ASSETS AND LIABILITIES
8.4.1 CATEGORIES OF FINANCIAL INSTRUMENTS OF THE GROUP
The financial instruments included in each caption of the statement of financial position are classified as follows:
| Amounts in E uro | Note | Financialassets atamortised cost | Financialassets at fairvalue throughprofit or loss(excludingderivatives) | Financialassets at fairvalue throughothercomprehensive income | Hedgingderivativefinancialinstruments | Derivativefinancialinstruments atfair valuethrough profitor loss | Nonfinancialassets | T otal |
|---|---|---|---|---|---|---|---|---|
| 30 June 2025 | ||||||||
| Other financial investments | 8.3 | - | 29,435,040 | 64,852,810 | - | - | - | 94,287,850 |
| Receivables | 4.2 | 608,513,729 | - | - | 23,187,474 | 1,085,398 | 33,733,220 | 666,519,821 |
| Cash and cash equivalents | 5.9 | 329,912,314 | - | - | - | - | - | 329,912,314 |
| T otal Assets | 938,426,043 | 29,435,040 | 64,852,810 | 23,187,474 | 1,085,398 | 33,733,220 | 1,090,719,985 | |
| 31 December 2024 | ||||||||
| Other financial investments | 8.3 | - | 31,223,705 | 56,655,252 | - | - | - | 87,878,957 |
| Receivables | 4.2 | 624,737,847 | - | - | 23,237,759 | 11,339,737 | 21,764,619 | 681,079,962 |
| Cash and cash equivalents | 5.9 | 501,370,635 | - | - | - | - | - | 501,370,635 |
| T otal Assets | 1,126,108,482 | 31,223,705 | 56,655,252 | 23,237,759 | 11,339,737 | 21,764,619 | 1,270,329,554 |
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| Amounts in E uro | Note | Financialassets atamortised cost | Hedgingderivativefinancialinstruments | financialinstruments atfair valuethrough profit | Nonfinancialliabilities | Financialliabilitiesoutside thescope of IFRS 9 | T otal |
|---|---|---|---|---|---|---|---|
| 30 June 2025 | |||||||
| Interest-bearing liabilities | 5.7 | 1,467,236,371 | - | - | - | - | 1,467,236,371 |
| Lease liabilities | 5.8 | - | - | - | - | 148,758,778 | 148,758,778 |
| Payables | 4.3 | 766,640,787 | 7,130,544 | 259,826 | 464,197,676 | - | 1,238,228,833 |
| T otal Liabilities | 2,233,877,158 | 7,130,544 | 259,826 | 464,197,676 | 148,758,778 | 2,854,223,982 | |
| 31 December 2024 | |||||||
| Interest-bearing liabilities | 8.3 | 1,593,085,187 | - | - | - | - | 1,593,085,187 |
| Lease liabilities | 4.2 | - | - | - | - | 151,477,188 | 151,477,188 |
| Payables | 4.3 | 810,114,078 | 5,528,437 | 1,631,313 | 364,968,598 | - | 1,182,242,426 |
| T otal Liabilities | 2,403,199,265 | 5,528,437 | 1,631,313 | 364,968,598 | 151,477,188 | 2,926,804,801 |
8.4.2 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
ACCOUNTING POLICIES
The fair value of financial instruments is classified in accordance with the fair value hierarchy of IFRS 13 – Fair value measurement:
| Level 1 | Fair value is based on active markets quotations, at the reporting date |
|---|---|
| Level 2 | Fair value is determined using valuation models, whose main inputs are observable in the market. |
| Level 3 | Fair value is determined using valuation models, whose main inputs are not observable in the market. |
ACCOUNTING ESTIMATES AND JUDGEMENTS
FAIR VALUE OF FIXED-INTEREST INTEREST-BEARING LIABILITIES
The fair value of these liabilities is calculated using the discounted cash flow method at the reporting date, using a discount rate in accordance with the characteristics of each loan, belonging to level 2 of the fair value hierarchy of IFRS 13.
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT AMORTISED COST
The Group considers that the book value of loans at variable rates, as well as financial assets and liabilities measured at amortised cost in the remaining captions (Note 8.4.1), is close to their fair value.
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9 PROVISIONS, COMMITMENTS AND CONTINGENCIES
9.1 PROVISIONS
ACCOUNTING POLICIES
| Recognition and initialmeasurement | Provisions are recognised when the Group has a legal or constructive obligation as a result of pastevents, it is probable that an outflow of resources will be required to settle the obligation, and a reliableestimate can be made of the amount of the obligation. |
|---|---|
| Capitalisation ofexpenditures | The Group incurs expenditure and assumes liabilities of an environmental nature. Accordingly,expenditures on equipment and operating techniques that ensure compliance with applicablelegislation and regulations (as well as on landscape recovery and reduction of environmental impactsto levels that do not exceed those representing a viable application of the best available technologies,on those related to minimising energy consumption, atmospheric emissions, the production of wasteand noise) are capitalised when intended to serve the Group's business activity in a sustainable way,and relate to future economic benefits allowing to extend its useful life, increase capacity or improvethe safety or efficiency of other assets held by the Group. |
| Subsequentmeasurement | Provisions are reviewed on statement of financial position date and are adjusted so as to reflect thebest estimate at that date. |
| Landscape recovery provisions are re-measured according to the effect of the time value of money,against the caption Financial discount of provisions in Note 5.10 – Net financial results and consumedby the expenses made by the Group with the recovery, at the date they occur. |
LANDSCAPE RECOVERY AND OTHER ENVIRONMENTAL EXPENDITURES
Some of the Group's companies are responsible for the environmental and landscape recovery of the quarries affected by the exploration, in accordance with applicable legislation.
Rehabilitation works primarily include cleaning and regularisation of areas for recovery, modelling and preparation of the land, transport and spreading of rejected materials for landfill, fertilisation, execution of the general plan for coating with hydro-sowing and plantation, and maintenance and conservation of the areas recovered after implantation.
ACCOUNTING ESTIMATES AND JUDGEMENTS
LEGAL PROCEEDINGS
These provisions were made in accordance with the risk assessments carried out internally by the Group with the support of its legal advisers, based on the probability of the decision being favourable or unfavourable to the Group.
The balances of additional liabilities for the Group's uncertainty over income tax are disclosed in Note 6.1 – Income tax.
ENVIRONMENTAL RECOVERY
The extent of the work required and the costs to be incurred were determined based on the quarrying plans and studies prepared by independent entities, and the total liability was measured by the expected value of the future cash flows, discounted to present value.
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Value judgements and estimates are involved in the formation of expectations about future activities and the amount and period of the associated cash flows. These perspectives are based on the existing environment and current regulations.
Quarries whose reconstitution is only possible at the closure of operations, the Group has requested independent and specialised entities to quantify those obligations, having for this purpose recognised a provision under the caption Provisions.
MOVEMENTS IN PROVISIONS
| Legal | Environmental | |||
|---|---|---|---|---|
| Amounts in Euro | proceedings | recovery | Other | Total |
| 1 January 2024 | 10,246,294 | 9,410,751 | 41,415,642 | 61,072,687 |
| Increases | 817,736 | 63,409 | 9,978,771 | 10,859,916 |
| Reversals | (1,237,989) | (9,608) | 371,233 | (876,364) |
| Impact in profit or loss for the period | (420,253) | 53,801 | 10,350,004 | 9,983,552 |
| Charge-off | (962,477) | (701,858) | (397,702) | (2,062,037) |
| Exchange rate adjustment | (245,042) | 38,532 | 158,735 | (47,775) |
| Financial discounts | - | 317,603 | - | 317,603 |
| Transfers and adjustments | 345,255 | 2,101,983 | 141,011 | 2,588,249 |
| 31 December 2024 | 8,963,777 | 11,220,812 | 51,667,690 | 71,852,279 |
| Increases | 573,067 | 7,250 | 5,520,864 | 6,101,181 |
| Reversals | (64,186) | (214) | (5,131,214) | (5,195,614) |
| Impacto em resultados do período | 508,881 | 7,036 | 389,650 | 905,567 |
| Change in the scope | - | - | 461,864 | 461,864 |
| Charge-off | (30,153) | (517,399) | (884,443) | (1,431,995) |
| Exchange rate adjustment | (1,363) | (76,648) | (1,254,746) | (1,332,757) |
| Financial discounts | - | 168,413 | - | 168,413 |
| Transfers and adjustments | 453,356 | - | - | 453,356 |
| 30 June 2025 | 9,894,498 | 10,802,214 | 50,380,015 | 71,076,727 |
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9.2 COMMITMENTS
GUARANTEES PROVIDED TO THIRD PARTIES
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| GUARANTEES PROVIDED | ||
| Pulp and Paper Segment | ||
| Navigator guarantees for EIB financing | 8,333,333 | 11,666,667 |
| Ocean Network Express | 2,751,947 | 2,751,947 |
| AT - Portuguese Tax and Customs Authority | 8,731,219 | 9,288,070 |
| Comissão Coordenação Desenvolvimento Regional | 677,718 | 354,083 |
| Agência Portuguesa Ambiente | 3,908,912 | 3,337,887 |
| Simria | 338,829 | 338,829 |
| Other | 800,481 | 1,193,505 |
| Cement Segment | ||
| Agência de Desenvolvimento e Coesão | 120,660 | 120,660 |
| APSS - Administração dos Portos de Setúbal e Sesimbra | 2,942,288 | 2,942,288 |
| Conselho de Emprego, Indústria e Turismo | 279,648 | 279,648 |
| Comissão de Coordenação e Desenv. Regional LVT | 1,596,288 | 1,247,478 |
| Comissão de Coordenação e Desenv. Regional Centro | 751,042 | 751,042 |
| ICNF - Instituto da Conservação da Natureza e das Florestas, I.P. | 668,688 | 668,688 |
| Comissão de Coordenação e Desenv. Regional Algarve | 678,620 | 678,620 |
| APDL - Administração dos Portos do Douro, Leixões e Viana do Castelo, S.A | 349,840 | 349,840 |
| Asturianos do Principado | 674,470 | 674,470 |
| Comissão de Coordenação e Desenv. Regional Norte | 1,320,557 | 1,605,382 |
| Labour Court | 217,324 | 217,324 |
| IAPMEI (within the scope of PEDIP) | 209,305 | 209,305 |
| Secretaria Regional do Ambiente e Recursos Naturais | 199,055 | 199,055 |
| Consej. Econ. Emp. Ind Tur. Dir Gen Minada y Energia | 155,461 | 165,900 |
| Other | 509,436 | 516,440 |
| Other Businesses Segment | ||
| EDP | 9,810 | 9,810 |
| DGAV | 300,000 | 300,000 |
| IAPMEI | 496,966 | 496,966 |
| Other | 49,000 | 49,000 |
| 37,070,897 | 40,412,904 | |
| Other commitments | ||
| Mortgages on Land, Buildings and Equipment | 1,131,173 | 1,087,018 |
| 38,202,070 | 41,499,922 |
PURCHASE COMMITMENTS
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Purchase commitments | ||
| Pulp and paper segment Property, plant and equipment – Manufacturing equipment | 72,628,928 | 145,451,837 |
| Cement segment Property, plant and equipment – Industrial equipment | 13,016,482 | 14,195,996 |
| Pulp and paper segment Wood | 218,100,000 | 308,300,000 |
| Pulp and paper segment Energy | 103,101,000 | 103,786,050 |
| Cement segment Raw materials – Petcoke and Coal | 14,770,236 | 12,736,419 |
| Other | 13,987,816 | 15,164,582 |
| 435,604,462 | 599,634,884 |
The Group's subsidiary, Navigator Abastecimento de Madeira, ACE, signed a contract with Portline Ocean Bulk, Inc. for the chartering of ships to transport 940,000m3 of wood. Initially planned for 2022, 2023 and 2024, the contract was extended to include 2025 and 2026, with no change to the overall volume to be transported.
In addition, the Group has entered into energy purchase commitments amounting to Euro 103,101,000 (31 December 2024: Euro 103,786,050).
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INVESTMENT COMMITMENTS
Semapa Next has a shareholding in the Luxembourg fund Alter Venture Capital Fund SCA – SICAV, a fund whose strategy is to invest in start-ups together with some of Silicon Valley's most prominent funds, having made an investment commitment of up to USD 12 million. As at 30 June 2025, Semapa Next had invested USD 10,987,065 in the fund. It also has a shareholding in the Portuguese fund FCR Armilar Venture Partners TechTransfer Fund, whose aim is to support business projects developed using high technology created in the national academic environment, and has committed to an investment of up to Euro 6.5 million. As at 30 June 2025, Semapa Next had invested Euro 5,531,123 in this fund.
OTHER COMMITMENTS
The Navigator Group has committed to achieving carbon neutrality by 2035, with an estimated global investment of Euro 340 million, of which Euro 273.5 million have already been invested until 30 June 2025 (31 December 2024: Euro 232.2 million).
10 GROUP STRUCTURE
10.1 COMPANIES INCLUDED IN THE CONSOLIDATION SCOPE
ACCOUNTING POLICIES
GROUP-CONTROLLED ENTITIES
Semapa controls an entity (subsidiary) when it is exposed to, or has rights to, the variable returns generated as a result of its involvement with the entity and has the ability to affect those variable returns through the power it exercises over its relevant activities.
The equity and net profit of these companies, corresponding to the third-party investment in such companies, are presented under the caption Non-controlling interests (Note 5.6).
BUSINESS COMBINATIONS
The purchase method is used in recording the acquisition of subsidiaries. The cost of an acquisition is measured at the fair value of the assets transferred, the equity instruments issued and liabilities incurred or assumed on the acquisition date.
The identifiable assets acquired and the liabilities and contingent liabilities undertaken in a business combination are measured at fair value on the acquisition date, regardless of the existence of non-controlling interests. The excess of the acquisition cost over the fair value of the Group's share in the identifiable assets and liabilities acquired is recognised as Goodwill (Note 3.1).
The acquisition cost is subsequently adjusted when the acquisition/allocation price is contingent upon the occurrence of specific events agreed with the seller/shareholder (e.g., fair value of acquired assets).
Any contingent payments to be transferred by the Group are recognised at fair value at the acquisition date. If the undertaken obligation constitutes a financial liability, subsequent changes in fair value are recognised in profit and loss. If the undertaken obligation constitutes an equity instrument, there is no change in the initial estimation.
If the acquisition cost is lower than the fair value of the net assets of the acquired subsidiary (gain resulting from a purchase at a low price), the difference is recognised directly in the income statement under Other operating income (Note 2.2). Transaction costs directly attributable are immediately recorded in profit and loss.
When, at the date of acquisition of control, the Group already holds a previously acquired interest, the fair value of such interest is considered in the determination of Goodwill or the gain resulting from a bargain purchase.
{120}------------------------------------------------
INITIAL MEASUREMENT OF NON-CONTROLLING INTERESTS
When the control acquired is lower than 100%, in the application of the purchase method, non-controlling interests can be measured at fair value or at the ratio of the fair value of the assets and liabilities acquired, being that option defined according to each transaction.
CONSOLIDATION
Subsidiaries are consolidated using the full consolidation method with effect from the date that control is transferred to the Group. In the acquisition of additional share capital of controlled entities, the excess between the proportion of acquired net assets and respective acquisition cost is directly recognised in Equity (Note 5.5). Subsidiaries' accounting policies are changed whenever necessary to ensure consistency with the policies adopted by the Group.
Intercompany transactions, balances, unrealised gains on transactions and dividends distributed between group companies are eliminated. Unrealised losses are also eliminated, except where the transaction displays evidence of impairment of a transferred asset.
SUBSEQUENT TRANSACTIONS OF SUBSIDIARIES
DISPOSALS WITH LOSS OF CONTROL
In cases where the disposal of interests results in the loss of control over a subsidiary, any remaining interest is remeasured at fair value on the date of sale, and the resulting gain or loss from this remeasurement is recognised in profit or loss, together with the gain or loss arising from such disposal.
TRANSACTIONS WITHOUT LOSS OF CONTROL
Subsequent transactions involving the disposal or acquisition of non-controlling interests, which do not result in a change of control, do not give rise to the recognition of gains, losses or Goodwill. Any difference between the transaction value and the book value is recognised in Equity, in Other equity instruments. Losses generated in each period by subsidiaries with non-controlling interests are allocated to the percentage held by them, regardless of whether they have a negative balance.
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10.1.1 SEMAPA GROUP SUBSIDIARIES
HOLDING COMPANIES INCLUDED IN THE CONSOLIDATION
| Direct and indirect % held by Semapa | |||||||
|---|---|---|---|---|---|---|---|
| Company Name | Head Office | Direct | Indirect | 30/06/2025 | 31/12/2024 | ||
| Parent Company: | |||||||
| Semapa - Sociedade de Investimento e Gestão, SGPS, S.A. | Portugal | ||||||
| Subsidiaries: | |||||||
| Semapa Inversiones S.L. | Espanha | 100.00 | - | 100.00 | 100.00 | ||
| Semapa Next, S.A. | Portugal | 100.00 | - | 100.00 | 100.00 | ||
| Aphelion, S.A. | Portugal | 100.00 | - | 100.00 | 100.00 | ||
| Quotidian Podium, S.A. | Portugal | 100.00 | - | 100.00 | 100.00 |
PULP AND PAPER COMPANIES INCLUDED IN THE CONSOLIDATION
| Direct and indirect %held by Navigator | Direct and indirect %held by Semapa | |||||
|---|---|---|---|---|---|---|
| Company name | Head Office | Direct | Indirect | Total | 30/06/2025 | 31/12/2024 |
| Parent Company: | ||||||
| The Navigator Company, S.A. | Portugal | 70.03 | - | 70.03 | 70.03 | 70.03 |
| Subsidiaries: | ||||||
| Navigator Brands , S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Navigator Parques Industriais, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Navigator Paper Figueira, S.A | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Empremédia - Corretores de Seguros, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Empremedia, DAC | Ireland | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Empremedia RE, DAC | Ireland | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Raiz - Instituto de Investigação da Floresta e Papel | Portugal | 97.00 | - | 97.00 | 67.93 | 67.93 |
| Enerpulp – Cogeração Energética de Pasta, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Navigator Pulp Figueira, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Ema Cacia - Engenharia e Manutenção Industrial, ACE | Portugal | - | 73.80 | 73.80 | 51.68 | 51.68 |
| Ema Setúbal - Engenharia e Manutenção Industrial, ACE | Portugal | - | 80.70 | 80.70 | 56.51 | 56.51 |
| Ema Figueira da Foz - Engenharia e Manutenção Industrial, ACE | Portugal | - | 79.70 | 79.70 | 55.81 | 55.81 |
| Navigator Pulp Setúbal, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Navigator Pulp Aveiro, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Navigator Fiber Solutions, S.A. | Portugal | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Tissue Aveiro, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Navigator Tissue Ródão, S.A. | Portugal | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Tissue Iberica, S.A. | Spain | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Tissue Ejea, SL | Spain | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Navigator Tissue France, EURL | France | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Portucel Moçambique - Sociedade de Desenvolvimento Florestal e Industrial, Lda | Mozambique | 90.02 | - | 90.02 | 63.04 | 63.04 |
| Navigator Forest Portugal, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| EucaliptusLand, S.A. | Portugal | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Gavião - Sociedade de Caça e Turismo, S.A. | Portugal | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Afocelca - Agrupamento complementar de empresas para protecção contra incêndios, ACE | Portugal | - | 64.80 | 64.80 | 45.38 | 45.38 |
| Viveiros Aliança - Empresa Produtora de Plantas, S.A. | Portugal | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Bosques do Atlantico, SL | Spain | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Africa, SRL | Italy | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Paper Setúbal, S.A. | Portugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| Navigator North America Inc. | USA | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Afrique du Nord | Morocco | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator España, S.A. | Spain | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Netherlands, BV | The Netherlands | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator France, EURL | France | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Paper Company UK, Ltd | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Holding Tissue UK, Ltd (formerly Accrol Group Holdings plc) | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Corporate UK, ltd (formerly Accrol UK, ltd) | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Accrol Holdings, ltd | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Tissue UK, ltd (formerly Accrol Papers, ltd) | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| LTC Parent Ltd | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Leicester Tissue Company ltd | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Art Tissue ltd | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| John Dale (Holdings) ltd | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| John Dale, ltd | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Severn Delta, ltd | United Kingdom | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Italia, SRL | Italy | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Deutschland, GmbH | Germany | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Paper Austria, GmbH | Austria | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Paper Poland SP Z o o | Poland | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Eurasia | Turkey | - | 100.00 | 100.00 | 70.03 | 70.03 |
| Navigator Paper Mexico | MexicoDubai | 25.00 | 75.00 | 100.00 | 70.03 | 70.03 |
| Navigator Middle East Trading DMCC | - | 100.00 | 100.00 | 70.03 | 70.03 | |
| Navigator Egypt, ELLC | EgyptSouth Africa | 1.00 | 99.00 | 100.00 | 70.03 | 70.03 |
| Navigator Paper Southern Africa | 1.001.00 | 99.0099.00 | 100.00100.00 | 70.0370.03 | 70.0370.03 | |
| Portucel Nigeria Limited | Nigeria | 100.00 | 100.00 | 70.03 | 70.03 | |
| Navigator Green Fuels Setúbal, S.A.Navigator Green Fuels Figueira da Foz, S.A. | PortugalPortugal | 100.00 | - | 100.00 | 70.03 | 70.03 |
| - |
{122}------------------------------------------------
CEMENT COMPANIES INCLUDED IN THE CONSOLIDATION
| Direct and indirect % | Direct and indirect % | ||||||
|---|---|---|---|---|---|---|---|
| held by Secil | held by Semapa | ||||||
| Company name | Head Office | Direct | Indirect | Total | 30/06/2025 | 31/12/2024 | |
| Parent Company: | |||||||
| Secil – Companhia Geral de Cal e Cimento, S.A. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Subsidiaries: | |||||||
| Betotrans II - Unipessoal, Lda. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Secil Cabo Verde Comércio e Serviços, Lda. | Cape Verde | 99.80 | 0.20 | 100.00 | 100.00 | 100.00 | |
| ICV - Inertes de Cabo Verde, Lda. | Cape Verde | 75.00 | 25.00 | 100.00 | 100.00 | 100.00 | |
| Florimar - Gestão e Participações, S.G.P.S., Lda. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Secil Cement, B.V. (former Seciment Investments, B.V.) | The Netherlands | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Société des Ciments de Gabès | Tunisia | 98.77 | - | 98.77 | 98.77 | 98.77 | |
| Sud Béton - Société de Fabrication de Béton du Sud | Tunisia | - | 98.77 | 98.77 | 98.77 | 98.77 | |
| Zarzis Béton | Tunisia | - | 98.58 | 98.58 | 98.57 | 98.57 | |
| Secil Angola, SARL | Angola | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Secil - Companhia de Cimento do Lobito, S.A. | Angola | - | 100.00 | 100.00 | 100.00 | 100.00 | |
| Secil Betão, S.A. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Secil Agregados, S.A. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Seciltek, S.A. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| IRP - Indústria de Rebocos de Portugal, S.A. | Portugal | - | 75.00 | 75.00 | 75.00 | 75.00 | |
| Sebetar - Sociedade de Novos Produtos de Argila e Betão, S.A. | Portugal | 99.53 | - | 99.53 | 99.53 | 99.53 | |
| Ciminpart - Investimentos e Participações, S.G.P.S., S.A. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| ALLMA - Microalgas, Lda. | Portugal | - | 70.00 | 70.00 | 70.00 | 70.00 | |
| Secil Brasil Participações, S.A. | Brazil | - | 100.00 | 100.00 | 100.00 | 100.00 | |
| Supremo Cimentos, SA | Brazil | - | 100.00 | 100.00 | 100.00 | 100.00 | |
| Margem - Companhia de Mineração, SA | Brazil | - | 100.00 | 100.00 | 100.00 | 100.00 | |
| Secil Brands - Marketing, Publicidade, Gestão e Desenvolvimento de Marcas, Lda. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Ciments de Sibline, S.A.L. | Lebanon | 28.64 | 22.41 | 51.05 | 51.05 | 51.05 | |
| Soime, S.A.L. | Lebanon | - | 51.05 | 51.05 | 51.05 | 51.05 | |
| Trancim, S.A.L. | Lebanon | - | 51.05 | 51.05 | 51.05 | 51.05 | |
| Cimentos Madeira, S.A. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 | |
| Beto Madeira - Betões e Britas da Madeira, S.A. | Portugal | - | 100.00 | 100.00 | 100.00 | 100.00 | |
| Brimade - Sociedade de Britas da Madeira, S.A. | Portugal | - | 100.00 | 100.00 | 100.00 | 100.00 | |
| Madebritas - Sociedade de Britas da Madeira, Lda. | Portugal | - | 51.00 | 51.00 | 51.00 | 51.00 | |
| Cementos Secil, SLU | Spain | 100.00 | - | 100.00 | 100.00 | 100.00 |
COMPANIES FROM OTHER SEGMENTS INCLUDED IN THE CONSOLIDATION
| Direct and indirect %held by ETSA | Direct and indirect %held by Semapa | |||||
|---|---|---|---|---|---|---|
| Company name | Head Office | Direct | Indirect | Total | 30/06/2025 | 31/12/2024 |
| Parent Company: | ||||||
| ETSA - Investimentos, SGPS, S.A. | Portugal | 99.99 | - | 99.99 | 99.99 | 99.99 |
| Subsidiaries: | ||||||
| ETSA LOG,S.A. | Portugal | 100.00 | - | 100.00 | 99.99 | 99.99 |
| SEBOL – Comércio e Industria de Sebo, S.A. | Portugal | 100.00 | - | 100.00 | 99.99 | 99.99 |
| ITS – Indústria Transformadora de Subprodutos Animais, S.A. | Portugal | 100.00 | - | 100.00 | 99.99 | 99.99 |
| ABAPOR – Comércio e Indústria de Carnes, S.A. | Portugal | 100.00 | - | 100.00 | 99.99 | 99.99 |
| BIOLOGICAL - Gestão de Resíduos Industriais, Lda. | Portugal | 100.00 | - | 100.00 | 99.99 | 99.99 |
| Tribérica, S.A. | Portugal | 70.00 | - | 70.00 | 69.99 | 69.99 |
| AISIB – Aprovechamiento Integral de Subprodutos Ibéricos, S.A. | Spain | 100.00 | - | 100.00 | 99.99 | 99.99 |
| Barna, S.A. | Spain | 100.00 | - | 100.00 | 99.99 | - |
| Harinas de Andalucia, S.L.U. | Spain | - | 100.00 | 100.00 | 99.99 | - |
| Gestorganik, S.L. | Spain | - | 100.00 | 100.00 | 99.99 | - |
| Direct and indirect %held by Triangle's | Direct and indirect %held by Semapa | |||||
|---|---|---|---|---|---|---|
| Company name | Head Office | Direct | Indirect | Total | 30/06/2025 | 31/12/2024 |
| Parent Company: | ||||||
| Triangle's - Cycling Equipments, S.A. | Portugal | - | 100.00 | 100.00 | 100.00 | 100.00 |
| Subsidiary | ||||||
| Triangle's 2 – Cycling Produts, Unipessoal Lda. | Portugal | 100.00 | - | 100.00 | 100.00 | 100.00 |
{123}------------------------------------------------
10.2 CHANGES IN THE CONSOLIDATION SCOPE
In the first half of 2025 and the 2024 financial year, the following changes to the consolidation scope took place:
Acquisition of Barna, S.A.
Acquisition of Harinhas de Andalucia, S.L.U.
Acquisition of Gestorganik, S.L.
2024
Acquisition of Navigator Holding Tissue UK, Ltd (formerly Accrol Group Holdings plc)
Acquisition of Navigator Corporate UK, Ltd (formerly Accrol UK, Ltd)
Acquisition of Accrol Holdings, Ltd
Acquisition of Navigator Tissue UK, Ltd (formerly Accrol Papers, Ltd)
Acquisition of LTC Parent Ltd
Acquisition of Leicester Tissue Company Ltd
Acquisition of Art Tissue Ltd
Acquisition of John Dale (Holdings) Ltd
Acquisition of John Dale Ltd
Acquisition of Severn Delta Ltd
10.3 INVESTMENT IN ASSOCIATES AND JOINT-VENTURES
ACCOUNTING POLICIES
INVESTMENTS IN ASSOCIATES
Associates are all the entities in which the Group exercises significant influence but do not have control, which is generally the case with investments representing between 20% and 50% of the voting rights. Joint ventures are agreements which provide the Group joint control (established contractually) and for which the Group holds an interest in net assets. Investments in associates and jointventures are accounted under the equity method.
In accordance with the equity accounting method, financial investments are recorded at their acquisition cost, adjusted by the amount corresponding to the Group's share of changes in the associates' shareholders' equity (including net profit or loss and by dividends received).
The difference between the acquisition cost and the fair value of the associate's identifiable assets, liabilities and contingent liabilities on the acquisition date, if positive, are recognised as Goodwill and recorded under the caption Investments in associates. If these differences are negative, they are recorded as income for the period under the caption Group share of (loss)/gains of associates. Transaction costs directly attributable are immediately recorded in profit and loss.
An evaluation of investments occurs when there are signs that the asset could be impaired, and any identified impairment losses are recorded under the same caption. When the impairment losses recognised in prior years no longer exist, they are reversed.
When the Group's share in the associate's losses is equal to or exceeds its investment in the associate, the Group ceases to recognise additional losses, except where it has assumed liability or made payments in the associate's name. Unrealised gains on transactions with associates are eliminated to the extent of the Group's share in the associate. Unrealised losses are also eliminated, except where the transaction displays evidence of impairment of a transferred asset.
Associate's accounting policies are changed whenever necessary to ensure consistency with the policies adopted by the Group.
{124}------------------------------------------------
JOINT VENTURES
A jointly-controlled entity is a joint venture involving the establishment of a company, partnership or other entity in which the Group has an interest.
Jointly-controlled entities are included in the consolidated financial statements under the equity method, according to which financial investments are recorded at cost, adjusted by the amount corresponding to the Group's interest in changes in shareholders' equity (including net income) and dividends received.
When the share of losses attributable to the Group equals or exceeds the value of the financial interest in the joint ventures, the Group recognises additional losses if it has assumed obligations or made payments for the benefit of the joint ventures.
Unrealised gains and losses between the Group and its joint ventures are eliminated in proportion to the Group's interest in joint ventures. Unrealised losses are also eliminated unless the transaction gives additional evidence of impairment of the transferred asset.
The accounting policies of joint ventures are amended, when necessary, to ensure that they are applied consistently with those of the Group.
Joint ventures are classified as joint operations or joint ventures, depending on the contractual rights and obligations of each investor. Joint ventures are accounted and measured using the equity method.
Joint operations are accounted in the Group's consolidated financial statements, based on the share of jointly held assets and liabilities, as well as the income from the joint operation, and expenses incurred jointly. Assets, liabilities, income and expenses should be accounted for in accordance with the applicable IFRS.
{125}------------------------------------------------
DETAIL OF ASSOCIATES AND JOINT VENTURES
| 30/06/2025 | 31/12/2024 | |||
|---|---|---|---|---|
| Amounts in Euro | % held | Book value | % held | Book value |
| Associates | ||||
| Ave - Gestão Ambiental e Valorização Energética, S.A. | 35.00% | 138,567 | 35.00% | 101,748 |
| MC - Materiaux de Construction | 49.36% | 1,470 | 49.36% | 1,515 |
| Joint Ventures | ||||
| J.M.J Henriques, Lda. | 50.00% | 357,908 | 50.00% | 360,889 |
| Krear - Construção Industrializada, S.A. | 50.00% | 2,680,079 | 50.00% | 2,640,417 |
| Utis - Ultimate Technology To Industrial Savings, S.A. | 50.00% | 44,451,841 | 50.00% | 41,650,971 |
| 47,629,865 | 44,755,540 |
MOVEMENTS IN ASSOCIATES AND JOINT VENTURES
| Amounts in Euro | 30/06/2025 | 31/12/2024 |
|---|---|---|
| Opening balance | 44,755,540 | 44,175,382 |
| Additional capital contributions | - | 2,000,000 |
| Appropriate net income | 2,999,283 | 1,289,849 |
| Dividends allocated | (123,545) | (2,687,128) |
| Exchange rate adjustment | (45) | 4 1 |
| Other movements | (1,368) | (22,604) |
| Closing balance | 47,629,865 | 44,755,540 |
INFORMATION ON ASSOCIATES AND JOINT VENTURES
| 30 June 2025 | ||||||
|---|---|---|---|---|---|---|
| Amounts in Euro | Total Assets | Total Liabilities | Equity | Net Profit | Revenue | |
| Ave - Gestão Ambiental e Valorização | ||||||
| Energética, S.A. | c ) | 8,255,873 | 7,859,967 | 395,906 | 223,240 | 11,181,143 |
| J.M.J Henriques, Lda. | b) | 1,047,388 | 329,104 | 718,284 | (9,075) | - |
| Krear - Construção Industrializada, S.A. | d) | 14,654,322 | 9,294,164 | 5,360,157 | (975,871) | 27,635 |
| MC - Materiaux de Construction | a ) | 871,148 | 1,213,132 | (341,984) | (32,992) | 466,854 |
| Utis - Ultimate Technology To Industrial Savings, S.A. | b) | 49,100,839 | 13,879,305 | 35,221,534 | 5,604,476 | 14,059,205 |
- a) Amounts as at 31.03.2025
- b) Amounts as at 30.06.2025
- c) Amounts as at 31.05.2025
- d) Amounts as at 31.12.2024
| 31 December 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Total Assets | Total Liabilities | Equity | Net Profit | Revenue | |||
| c ) | 7,581,891 | 7,291,183 | 290,708 | 229,738 | 19,980,493 | ||
| b) | 1,047,388 | 329,104 | 718,284 | (9,075) | - | ||
| a ) | 10,939,802 | 5,658,967 | 5,280,835 | (1,055,194) | - | ||
| a ) | 958,992 | 1,202,825 | (243,833) | (25,508) | 1,783,111 | ||
| b) | 46,670,889 | 16,875,222 | 29,795,667 | 3,402,441 | 13,099,540 | ||
- a) Amounts as at 30.09.2024
- b) Amounts as at 31.12.2024
- c) Amounts as at 30.11.2024
{126}------------------------------------------------
10.4 TRANSACTIONS WITH RELATED PARTIES
BALANCES WITH RELATED PARTIES
| 30/06/2025 | 31/12/2024 | |||
|---|---|---|---|---|
| Amounts in Euro | Receivables(Note 4.2) | Payables(Note 4.3) | Receivables(Note 4.2) | Payables(Note 4.3) |
| Shareholders | ||||
| Sodim, SGPS, S.A. | 2,605,843 | - | 4,698,669 | 1,251,307 |
| Cimo, SGPS, S.A. | - | 1,160 | - | 1,160 |
| Associates and Join Ventures | ||||
| Ave - Gestão Ambiental e Valorização Energética, S.A. | 746,317 | 415,136 | 626,719 | 621,641 |
| Inertogrande - Central de Betão, Lda. | 230,480 | 8,169 | 230,468 | 8,169 |
| J.M.J. Henriques, Lda. | 143,342 | - | 143,342 | - |
| Utis - Ultimate Technology To Industrial Savings, S.A. | - | 8 5 | - | 61,585 |
| Other related parties | ||||
| CLA, Sociedade de Advogados | - | 14,760 | - | - |
| Cotif Sicar | - | 9,308 | - | 9,586 |
| Espírito Rigoroso - Unipessoal, Lda. | - | 7,380 | - | - |
| Hotel Ritz, S.A. | - | 7,818 | - | 844 |
| RODI - Industries, S.A. | - | 10,997 | - | 10,678 |
| Sonagi - Imobiliária, S.A. | - | - | - | 1,501 |
| KREAR - Construção Industrializada, S.A. | 13,484 | - | - | - |
| Other shareholders of subsidiaries | 5,905 | 4,979,436 | 5,905 | 5,635,349 |
| Members of the Board of Directors | 804 | - | 482 | - |
| 3,746,175 | 5,454,249 | 5,705,585 | 7,601,820 |
TRANSACTIONS WITH RELATED PARTIES
| 1H 2025 | 1H 2024 | |||||
|---|---|---|---|---|---|---|
| Sales and | Other | Sales and | Other | |||
| Purchase of | services | operating | Purchase of | services | operating | |
| Amounts in Euro | services | rendered | income | services | rendered | income |
| Associates and Joint Ventures | ||||||
| Ave - Gestão Ambiental e Valorização Energética, S.A. | (2,164,585) | 2 1 | 96,086 | (2,478,302) | 2 8 | 86,536 |
| KREAR - Construção Industrializada, S.A. | - | 23,746 | - | - | - | - |
| Utis - Ultimate Technology To Industrial Savings, S.A. | (122,048) | - | - | (88,850) | - | - |
| (2,286,633) | 23,767 | 96,086 | (2,567,152) | 2 8 | 86,536 | |
| Other related parties | ||||||
| Bestweb, Lda. | - | - | - | (10,974) | - | - |
| CLA, Sociedade de Advogados | (72,000) | - | - | (30,000) | - | - |
| Espírito Rigoroso - Unipessoal, Lda. | (42,000) | - | - | - | - | - |
| Hotel Ritz, S.A. | (22,475) | - | - | (83,333) | - | - |
| João Paulo Araújo Oliveira | (55,088) | - | - | (55,088) | - | - |
| Letras Criativas, Unipessoal, Lda. | (30,000) | - | - | (30,000) | - | - |
| Nofigal, Lda. | (16,500) | - | - | (19,800) | - | - |
| RODI - Industries, S.A. | (24,373) | - | - | (28,159) | - | - |
| Sociedade Agrícola Herdade dos Fidalgos, Lda. | (109) | - | - | (961) | - | - |
| Sonagi - Imobiliária, S.A. | (471,284) | - | - | (415,631) | - | - |
| (733,829) | - | - | (673,946) | - | - | |
| (3,020,462) | 23,767 | 96,086 | (3,241,098) | 2 8 | 86,536 |
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In previous financial years, lease agreements were signed between Semapa and Sonagi – Imobiliária, S.A. relating to the lease of several office floors in the building owned by the latter, which operates the headquarters of Semapa, SGPS, S.A., located at Av. Fontes Pereira de Melo, no. 14, in Lisbon.
OTHER RELATED PARTY DISCLOSURES
As mentioned in Note 8.3 – Financial investments, in 2018 the Group, through its subsidiary Semapa Next, S.A., entered into an agreement to invest USD 12 million in the "Alter Venture Partners Fund 1", an entity in which a non-executive director of Semapa is a member of the executive team.
11 NOTE ADDED FOR TRANSLATION
The accompanying financial statements are a translation of financial statements originally issued in Portuguese. In the event of any discrepancies the Portuguese version prevails.
Lisbon, 31 July 2025
BOARD OF DIRECTORS
CHAIRMAN:
JOSÉ ANTÔNIO DO PRADO FAY
MEMBERS:
RICARDO MIGUEL DOS SANTOS PACHECO PIRES
FILIPA MENDES DE ALMEIDA DE QUEIROZ PEREIRA
MAFALDA MENDES DE ALMEIDA DE QUEIROZ PEREIRA
LUA MÓNICA MENDES DE ALMEIDA DE QUEIROZ PEREIRA
ANTÓNIO PEDRO DE CARVALHO VIANA-BAPTISTA
PAULO JOSÉ LAMEIRAS MARTINS
PEDRO SIMÕES DE ALMEIDA BISSAIA BARRETO
CARLOS FILIPE PIRES DE GOUVEIA CORREIA DE LACERDA
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LIMITED REVIEW REPORT ON THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Free translation from a report originally issued in Portuguese language. In case of doubt, the Portuguese version will always prevail.)
Introduction
We performed a limited review of the accompanying interim consolidated financial statements of Semapa – Sociedade de Investimento e Gestão, S.G.P.S., S.A. (the Group), which comprise the interim consolidated statement of financial position as at 30 June 2025 (showing a total of Euro 5,299,758,006 and total equity attributable to the shareholders of Euro 1,679,395,501, including a profit for the year attributable to the shareholders of Euro 89,503,842), and the interim consolidated income statements, interim consolidated statement of comprehensive income, interim consolidated statement of changes in equity and interim consolidated statement of cash flows for the six-month period then ended, and the accompanying notes to the interim consolidated financial statements.
Responsibilities of Management
Management is responsible for the preparation of interim consolidated financial statements in accordance with IAS 34 – Interim Financial Reporting, as adopted by the European Union, and for designing and maintaining an appropriate internal control system to enable the preparation of interim consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor´s Responsibilities
Our responsibility is to express a conclusion on interim consolidated financial statements. We conducted our work in accordance with ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and further technical and ethical standards and guidelines as issued by Ordem dos Revisores Oficiais de Contas (the Portuguese Institute of Statutory Auditors). These standards require our work to be conducted in such a way as to conclude whether anything has come to our attention that causes us to believe that the interim consolidated financial statements, as a whole, are not prepared in all material aspects in accordance with IAS 34 – Interim Financial Reporting, as adopted in the European Union.
A limited review of interim consolidated financial statements is a limited assurance engagement. The procedures that we performed consist of inquiries and analytical procedures and the consequent assessment of the evidence obtained.
Procedures performed in a limited review are significantly reduced than procedures performed in an audit performed in accordance with International Standards on Auditing (ISA). In this sense, we do not express an audit opinion on these interim consolidated financial statements.
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Conclusion
Based on our work, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements of Semapa – Sociedade de Investimento e Gestão, S.G.P.S., S.A., as at 30 June 2025, are not prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.
30 September 2025
KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A. (no. 189 and registered at CMVM with no. 20161489) Represented by Rui Filipe Dias Lopes (ROC no. 1715 and registered at CMVM with no. 20161325)
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SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
Av. Fontes Pereira de Melo, No. 14, 10.°, 1050-121 Lisboa Tel (351) 213 184 700 | Fax (351) 213 521 748
WWW.SEMAPA.PT
Company Registration and Corporate Taxpayer Number: 502 593 130 | Share Capital: EUR 81 270 000 ISIN: PTSEM0AM0004 | LEI: 549300HNGOW85KIOH584 | Ticker: Bloomberg (SEM PL); Reuters (SEM.LS)