Newprinces S.p.a. MIL:NWL

NewPrinces S p A : 9M 2025 results Interim Management Report

Published

Source: MarketScreener





INTERIM MANAGEMENT REPORT

AT 30 September 2025



DIRECTORS' REPORT ON OPERATING PERFORMANCE

AT 30 September 2025

Contents

BOARDS AND OFFICERS 8

Board of Directors 8

Group structure as at 30 September 2025 11

INTERIM MANAGEMENT REPORT 14

Financial statements and explanatory notes 29

Consolidated statement of financial position 30

Consolidated income statement 31

Consolidated statement of other comprehensive income 31

Consolidated statement of changes in equity 32

Consolidated cash flow statement 33

Explanatory notes 34

Explanatory notes as at 30 September 2025 36

Sectoral information 39

Current assets 44

Shareholders' equity 45

Non-current liabilities 45

Current liabilities 47

Income statement 48

Earnings per share 48

Disputes and potential liabilities 48

This report is available online at: https://www.newprinces.it

NewPrinces SpA

Registered Office in Reggio Emilia, Via J.F. Kennedy, 16, Paid-in share capital: Euro 43,935,050.00

Tax and VAT ID 00183410653 / no. 277595 on the Economic and Administrative Index (REA) of Reggio Emilia

Company subject to management and coordination by NewPrinces Group S.A. pursuant to Articles 2497 et seq. of the Italian Civil Code.

Public offer of Princes Group Plc

On 31 October 2025 Princes Group Plc was admitted to trading on the London Stock Exchange following the subscription of the initial public offering by institutional investors in the United Kingdom and in other countries outside the United States in accordance with Regulation S, as well as by "qualified institutional buyers" in the United States pursuant to Rule 144A of the United States Securities Act of 1933 (the "US Securities Act"), and by retail investors through Retail Book Limited ("Retail Book") only in the United Kingdom (the "Retail Offer").

The offer price of the ordinary shares of Princes Group Plc ("Princes Group") in the context of the initial public offering (the "IPO" or the "Offer") was 475 pence per ordinary share (the "Offer Price").

Based on the Offer Price, the market capitalisation of Princes Group will be approximately GBP 1,162 million - excluding the ordinary shares of Princes Group (the "Ordinary Shares") that may be issued and allotted under the over-allotment option - at the start of conditional trading on the Main Market for listed securities of the London Stock Exchange. Immediately after Admission, 12.5% of the Ordinary Shares will be held in public hands (pursuant to paragraph 5.5.3R of the UK Listing Rules) (assuming the Over-Allotment Option is not exercised, the Loan Capitalisation is completed and the New Director Shares are issued).

Following the subscription, Princes Group has a sufficient free float to be included in the FTSE indices.

Acquisitions

On 30 September 2025 NewPrinces S.p.A. completed the acquisition of 100% of the share capital of Diageo Operations Italy S.p.A. from an affiliate of Diageo, owner of the Italian production plant in Santa Vittoria d'Alba (CN). The signing of the agreement had been announced on 24 June 2025.

The Purchase Price of the transaction was set at approximately Euro 100 million, with possible post-closing adjustments. This amount includes positive cash of approximately Euro 107 million.

At the same time, the company changed its corporate name to Princes Ready To Drink SpA.

Group performance as at 30 September 2025

With regard to the figures for the first nine months of 2025, the Group confirmed its strong ability to increase profitability (EBITDA margin of 8.1% as at 30 September 2025, compared with 5.4% as at 30 September 2024 on a combined basis) thanks to synergies achieved in procurement and distribution, as well as targeted initiatives to improve efficiency at production sites in the Drinks and Fish sectors, which generated economies of scale and streamlined overhead costs.

The financial figures once again confirm the Group's great ability to generate cash from operations and to significantly improve its net financial position from Euro 346 million at 31 December 2024 to Euro 332 million at 30 September 2025. Excluding the acquisition of the Royal Liver Building in Liverpool and Cross Green in Leeds, the improvement in the net financial position amounts to Euro 108 million.

Q3 2025 closed with a net profit after tax of Euro 106.2 million. Excluding the effects of the business combination, the profit for the period improved markedly compared with the same period of the previous year, moving from a loss of Euro 4.6 million to a profit of Euro 39.2 million.

This figure is all the more significant considering the slight decline in revenue (-4.5%) recorded in the first nine months of the year, mainly due to the termination of certain low-margin contracts and a general decrease in the average selling price in the Group's main business units, partially offset by higher sales volumes in the Drinks and Italian Products sectors.

Outlook

Based on the available indicators, the Group expects turnover for the entire financial year to be substantially stable compared to last year, and in terms of margins the Group will strive to improve on its performance in the first nine months of the year.

The Group will continue to pay particular attention to cost controls and financial management in order to maximise the generation of free cash flow, to be allocated both to organic growth externally and to the remuneration of Shareholders, also in view of the recent acquisitions.

Going concern

With reference to the content of the previous paragraph, even taking into account the complexity of a rapidly evolving market, the Group feels it is fair and reasonable to assume it status as a going concern in view of its ability to generate cash flows from operating activities and fulfil its obligations in the foreseeable future, particularly in the next 12 months, based on the solid financial structure as described below:

  • The considerable level of cash reserves available at 30 September 2025.

  • The presence of authorised and unused Group credit lines.

  • The continual support given by the leading banks to the NewPrinces Group, partly because of its market-leading status.

    Note that the Group's economic and financial performance in the first nine months of 2025 was higher than budgeted. It should also be noted that the cash and cash equivalents, amounting to Euro 689 million, the credit lines currently available and the cash flows that will be generated by operational management are considered more than sufficient to fulfil obligations and finance the Group's operations.

    EVENTS AFTER 30 September 2025

    There were no atypical or unusual transactions requiring changes to the interim financial statements at 30 September 2025.

    BOARDS AND OFFICERS

    Board of Directors

    Name and Surname Position Place and date of birth



    Angelo Mastrolia Executive Chairman of the Board of

    Directors and Director (**)

    Campagna (SA), 5 December 1964

    Giuseppe Mastrolia Chief Executive Officer and Director (**) Battipaglia (SA), 11 February 1989 Stefano Cometto Chief Executive Officer and Director (**) Monza, 25 September 1972 Benedetta Mastrolia Director (***) Rome, 18 October 1995

    Maria Cristina Zoppo Valentina Montanari

    Director (*) (***) Turin, 14 November 1971

    Director (*) (***) Milan, 20 March 1967

    Eric Sandrin Director (*) (***) Saint-Amand-Montrond, 13 August 1964

    (*) Independent director pursuant to article 148 of the Consolidated Law on Finance (TUF) and article 3 of the Corporate Governance Code, who took office when the Company's shares began to trade on the STAR segment of the MTA, i.e. 29 October 2019.

    (**) Executive Director.

    (***) Non-executive director.

    The members of the Board of Statutory Auditors are as follows:

    Name and Surname

    Position

    Place and date of birth

    Date first appointed

    Massimo Carlomagno

    Chair

    Agnone (IS), 22 September 1965

    28.02.2005

    Ester Sammartino

    Standing Auditor

    Agnone (IS), 23 May 1966

    28.02.2005

    Antonio Mucci

    Standing Auditor

    Montelongo (CB), 24 March 1946

    30.07.2009

    Giovanni Rayneri

    Alternate Auditor

    Turin, 20 July 1963

    28.04.2022

    Cinzia Voltolina

    Alternate Auditor

    Moncalieri (TO), 26 April 1983

    28.04.2022

    Control and Risks Committee

    Name and surname

    Position

    Place and date of birth

    Date first appointed

    Valentina Montanari

    Chair

    Milan, 20 March 1967

    29.10.2019

    Maria Cristina Zoppo

    Member

    Turin, 14 November 1971

    25.09.2020

    Eric Sandrin Member Saint-Amand-Montrond, 13 August

    1964

    Name and surname Position Place and date of birth Date first appointed

    Remuneration and Appointments Committee

    1964

    Eric Sandrin Chair Saint-Amand-Montrond, 13 August

    29.10.2019

    29.10.2019

    Maria Cristina Zoppo Member Turin, 14 November 1971 25.09.2020

    Valentina Montanari Member Milan, 20 March 1967 29.10.2019

    Name and surname Position Place and date of birth Date first appointed

    Committee for transactions with related parties

    Maria Cristina Zoppo Chair Turin, 14 November 1971 25.09.2020

    Valentina Montanari Member Milan, 20 March 1967 29.10.2019

    1964

    Eric Sandrin Member Saint-Amand-Montrond, 13 August 29.10.2019

    Supervisory Board pursuant to Italian Legislative Decree 231/01

    Name and surname

    Position

    Place and date of birth

    Date first appointed

    Massimo Carlomagno

    Chair

    Agnone (IS), 22 September 1965

    27.12.2016

    Ester Sammartino

    Member

    Agnone (IS), 23 May 1966

    27.12.2016

    Rocco Sergi is the Financial Reporting Officer.

    PricewaterhouseCoopers S.p.A. is the independent auditor appointed for the years 2019-2027.

    General information

    NewPrinces S.p.A. is incorporated in Italy in the form of a public limited company operating under Italian law. The Company has its registered office at 16, Via J. F. Kennedy, Reggio Emilia.

    The NewPrinces Group is a group operating in the food sector with a large and structured product portfolio organised into the following business units:

  • Dairy Products

  • Foods

  • Drinks

  • Fish

  • Italian Products

  • Oils

  • Other Products.

The Company is subject to management and coordination by the parent Newlat Group S.A., a company that as at 30 September 2025 directly owns 58.25% of the share capital, while the remaining part (40.8%) is held primarily by institutional investors and 0.85% by NewPrinces SpA.

This report on operations contains economic, equity and financial information of the NewPrinces Group at 30 September 2025, 31 December 2024 and 30 September 2024.

Alternative performance indicators

The following financial report presents and comments on some financial indicators and reclassified statements (relating to the statement of financial position and the statement

of cash flows) not defined by IFRSs.

These amounts, defined below, are used to comment on the Group's business performance in compliance with the provisions of the Consob Communication of 28 July 2006 (DEM 6064293), as subsequently amended and supplemented (Consob Communication no. 0092543 of 3 December 2015 implementing the ESMA/2015/1415 guidelines).

The alternative performance indicators listed below constitute additional information beyond IFRS requirements to help users of the financial report to better understand the Group's results, assets and liabilities and cash flows. Note that NewPrinces SpA's method of calculating these indicators, which is consistent from one year to the next, may differ from the methods used by other companies.

Financial indicators used to measure the economic performance of the Group:

  • Gross operating income (EBITDA): the operating income (OI) before depreciation, amortisation and write-downs, as well as income from business combinations.

  • Gross Income (GI) / Profit (Loss) before taxes: operating income less financial expense.

  • Net profit (NP): gross profit less taxes.

  • Cash conversion: the ratio of EBITDA to the difference between EBITDA and total investments.

    Net financial position is given by the algebraic sum of:

  • Cash and cash equivalents

  • Current financial assets

  • Current financial liabilities

  • Non-current financial liabilities

  • Current lease liabilities

  • Non-current lease liabilities

    Reclassified statement of cash flows

    A cash flow that represents a measure of the Group's self-financing and is calculated from the cash flow generated by operating activities, adjusted for net interest paid and cash flow absorbed by investments, less income from the realisation of fixed assets. The statement of cash flows is presented using the indirect method.

    The Group presents the income statement by destination (otherwise known as "at cost of sales"), which is considered more representative than the so-called presentation by nature of expenditure, which is also reported in the notes to the Annual Financial Report. The form chosen is, in fact, compliant with the internal reporting and business management methods.



    Interim Management Report at 30 September 2025 - NewPrinces Group

    Group structure as at 30 September 2025

    Angelo Mastrolia

    100%

    Newlat Group SA (CHE-103.803.148)

    70.47%

    NewPrinces SpA (IT00183410653)

    100%

    Symington's Ltd

    (GB758415702)

    82.7%

    Princes Group Plc (GB2328824)

    76.74%

    Centrale del Latte d'Italia SpA

    (IT01934250018)

    100%

    Newlat GmbH

    (DE284965978)

    100%

    Princes France S.A.S.

    (FR29898805627)

    100%

    Princes Ready To Drink

    (IT 07832420017)

    100%

    Princes Holding (Rotterdam) B.V.

    56%

    West Yorkshire Industrial Estates Management Ltd

    100%

    Princes Foods B.V.

    100%

    Princes Tuna (Mauritius) Ltd

    50%

    E.O.L.

    100%

    Princes Italia SpA (IT05003220653)

    8.11% Cawston

    Press Ltd

    Princes Polska

    68%

    Indico Canning Ltd

    33%

    Marine Biotechnology Ltd

    100%

    E.O.L. Polska Sp.zo.o.

    11

    Following the IPO process, the organisation chart shown above will be subject to changes following the fulfilment of the conditions precedent for the transfer of the entire share capital of Symington's Limited, Newlat GmbH and Princes France S.A.S. Therefore, these companies will be directly controlled by the Princes Group PLC.

    The table below shows the main information regarding the NewPrinces Group companies as at 30 September 2025:

    Name

    Registered Office

    Currenc y

    Share capital at 30 September 2025

    Control percentage at

    30

    Sep ber

    tem

    2025

    Control percentage at 31 December

    2024

    NewPrinces SpA. Italy - Via J.F. Kennedy 16, EUR

    43,935,050

    Parent company

    Parent company

    Princes France 951 Rue Denis Papin, 54710 EUR

    1,000,000

    100%

    100%

    Symington's 2528254 Dartmouthway, GBP

    100,000

    100%

    100%

    NewPrinces Germany - Fransozenstraβe EUR

    1,025,000

    100%

    100%

    Centrale del Italy - Via Filadelfia 220, EUR

    28,840,041

    67.74%

    67.74%

    Princes Group Royal Liver Building Pier GBP

    7,000,000

    100%

    100%

    Princes Ready Via Statale 63 - Santa EUR

    20,640,000

    100%

    -

    Reggio Emilia

    Sas (*) Ludres, France

    Limited Leeds

    Deutschland 9, Mannheim

    Latte d'Italia Turin

    PLC Head Liverpool

    To Drink Vittoria d'Alba (CN)

    A brief description of the subsidiaries' activities is provided below:

    • Newlat GmbH (Deutschland) is active in the production and sale in Germany of traditional forms of German pasta (spätzle and flavoured pasta), instant cups and sauces, as well as the marketing of pasta produced by Princes Italia SpA.

    • Centrale del Latte d'Italia S.p.A. is a company active in the production and marketing of about 120 products ranging from milk and its derivatives to yoghurt and plant-based beverages that are distributed under the trademarks TappoRosso, Mukki, Tigullio and Vicenza in the reference territories at over 16,000 points of sale, both mass-market retailers and traditional traders. Its shares are listed on the Euronext Milan segment of the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A.

    • Symington's Ltd is active in the production and sale of a wide range of products, including:

      • Instant noodles, where it is the leader in the authentic and Asian inspiration segment

      • Soups and various ready meals, rice and couscous ready meals

      • Baked goods including toasted breads for desserts and cakes

        The company has three production plants and a logistics distribution centre, and its markets are United Kingdom, United States and Australia.

    • Princes France Sas, a leading manufacturer of baking and dessert mixes.

    • Princes Limited: a group active in the production and sale of products related to canned vegetables, tuna, oils, beverages, tomatoes and pasta.

    • Princes Ready To Drink: company operating in the production of alcoholic beverages, low- or no-alcohol beverages and ready-to-drink formats.

      The share capital of the parent company Princes Group PLC following the IPO process and the subscription of the public offer will undergo changes.

      It should be noted that at the reference dates of the Consolidated Financial Statements, all the companies included within the scope were consolidated using the line-by-line method.

      The following table summarises, with reference to the companies (joint operations) proportionally included in the scope of the Consolidated Financial Statements, the information relating to the company name, registered office, functional currency and share capital at 30 September 2025:

      Share capital at

      Name Registered Office Currency 30 September 2025

      Edible Oils Limited

      Royal Liver Building Pier Head Liverpool

      GBP

      8,626,000

      Edible Oils Polska SP. Z.O.O.

      ul. B. Chrobrego 29, 64-500 Szamotuły, POLAND

      ZL

      70,155,000

      In preparing the Consolidated Financial Statements, all balances and transactions carried out between the companies included in the scope have been eliminated and therefore the Consolidated Financial Statements do not include any of the transactions in question. Finally, note that the Group directly or indirectly holds non-controlling interests in:

    • Mercarfir, a consortium company that manages the Multipurpose Food Centre in Florence, 25% through the company Centrale del Latte d'Italia S.p.A. in Mercafir equal to 25% and was valued using the equity method.

    • Marine Biotechnology, a company specialising in the production of fishmeal and fish oil, held 33% through Princes Tuna Mauritius and was valued using the equity method.

INTERIM MANAGEMENT REPORT

DIRECTORS' COMMENTS ON THE PERFORMANCE OF THE FIRST NINE MONTHS OF 2025

INTRODUCTION TO THE REPORT ON OPERATIONS

Acquisition of Diageo Operations Italy S.p.A.

On 24 June 2025 a definitive sale and purchase agreement was signed for the acquisition of 100% of the share capital of Diageo Operations Italy S.p.A., which includes the Italian production plant at Santa Vittoria d'Alba (CN).

On 30 September 2025 NewPrinces S.p.A. completed the acquisition of 100% of the share capital of Diageo Operations Italy S.p.A. from an affiliate of Diageo, owner of the Italian production plant in Santa Vittoria d'Alba (CN). The signing of the agreement had been announced on 24 June 2025.

The Purchase Price of the transaction was set at approximately Euro 100 million, with possible post-closing adjustments. This amount includes positive cash of approximately Euro 107 million.

Business combinations

Business combinations, in which the control of a business is acquired, are recognised in accordance with IFRS 3 "Business combination", applying the acquisition method. In particular, identifiable assets, liabilities and potential liabilities are recognised at fair value at the date of acquisition, i.e. the date when control is acquired (the acquisition date), except for deferred tax assets and liabilities, assets and liabilities relative to employee benefits and assets held for sale, which are recognised based on the relative accounting standards. If positive, the difference between the cost of acquisition and the current value of the assets and liabilities is recorded in intangible assets as goodwill; if negative, after having checked that the current values of the assets and liabilities acquired and the cost of acquisition have been properly measured, it is recorded directly in the statement of other comprehensive income, as revenue. Minority interests on the date of acquisition can be measured at fair value or at the pro-rata of the value of the net assets recognised for the acquired company. The valuation method is chosen on a transaction-by-transaction basis. When the assets and liabilities of the acquired business are calculated on a provisional basis, this must be completed within twelve months of the date of acquisition, taking into account only information relating to facts and circumstances existing at the Acquisition Date. In the year in which the aforementioned calculation is concluded, the provisionally recognised values are adjusted with retrospective effect. The ancillary expenses of the transaction are recognised in the income statement at the moment at which they are incurred. The cost of acquisition is represented by the fair value on the Acquisition Date of the assets transferred, the liabilities assumed and the equity instruments issued for the purpose of the acquisition, and also includes the contingent consideration, i.e. the part of the fee whose amount and disbursement are dependent on future events. The contingent consideration is recognised on the basis of its fair value at

the Acquisition Date, and subsequent changes in fair value are recognised in the income statement if the contingent consideration is a financial asset or liability, while contingent considerations classified as equity are not restated and the subsequent elimination occurs directly in equity. Where control is acquired in subsequent phases, the acquisition cost is determined by adding the fair value of the investment previously held in the acquiree and the amount paid for the additional portion. Any difference between the fair value of the investment previously held and its carrying value is charged to the income statement. When control is acquired, any amounts previously recognised as other components of comprehensive income are recognised in the statement of other comprehensive income or, if such reclassification is not envisaged, in another shareholders' equity item. The following table provides the book values of the net assets acquired as part of the Acquisition of the Princes Limited Group.

(In thousands of euros)

As at 01 October

2025

Property, plant and equipment including rights of use

43,344

Intangible assets

100

Financial assets

575

Inventories

25,687

Trade receivables

4,673

Other receivables and current assets

1,005

Cash and cash equivalents

110,396

Deferred tax liabilities

(6)

Other non-current liabilities

(2,450)

Trade payables

(10,378)

Current lease liabilities

(1,300)

Other current liabilities

(4,835)

Total net assets acquired

166,451

Fair value at the consideration acquisition date

(99,499)

Income from business combinations

66,952

The transaction was booked in accordance with the guidance contained in IFRS 3 -"Business Combinations" since it can be categorised as an acquisition.

On first consolidation the fair value measurement of the assets acquired and liabilities assumed was not yet complete. As per the accounting standard in question, management will complete the relevant measurements within 12 months of the purchase date. The badwill calculated in this way is recognised in the consolidated income statement as indicated in IFRS 3, paragraph 34 (MOA 29174) under "income from business combinations".

MANAGEMENT REPORT

The NewPrinces Group is an important player in the Italian and European agri-food sector. In particular, as at 30 September 2025 the Group has a strong position in the English market and a significant presence in the German and Italian markets.

The NewPrinces Group operates mainly through the following business units:

  • Dairy Products

  • Foods

  • Drinks

  • Fish

  • Italian Products

  • Oils

  • Other Products

For a more clear representation of business performance, the comparative figures as at 30 September 2024 are presented on a combined basis, i.e. including the Princes Group as if it had been acquired from 1 January 2024 (compared with the actual acquisition date of 31 July 2024).

The following table contains the Group's consolidated combined income statement:

Income statement of the first nine months

2025 % 2024 % 2025 v %

(combined) 2024

Revenue from contracts with customers

1,936,137

100.0%

2,027,465

100.0%

(91,328)

(4.5%)

Cost of sales

(1,555,293)

(80.3%)

(1,679,523)

(82.8%)

124,231

(7.4%)

Gross operating profit/(loss)

380,844

19.7%

347,943

17.2%

32,902

9.5%

Sales and distribution costs

(127,780)

(6.6%)

(143,979)

(7.1%)

16,198

(11.3%)

Administrative costs

(169,885)

(8.8%)

(179,989)

(8.9%)

10,104

(5.6%)

Net write-downs of financial assets

(416)

0.00%

(439)

0.00%

23

(5.2%)

Other revenues and income

2,842

0.1%

14,636

0.7%

(11,794)

(80.6%)

Income from business combinations

66,952

3.5%

158,028

7.8%

(91,076)

(57.6%)

Other operating costs

(5,266)

(0.3%)

(4,659)

(0.2%)

(607)

13.0%

Operating profit/(loss) (EBIT)

147,291

7.6%

191,541

9.4%

(44,251)

(23.1%)

Financial income

20,642

1.1%

9,075

0.4%

11,567

127.5%

Financial expenses

(49,905)

(2.6%)

(46,760)

(2.3%)

(3,145)

6.7%

Profit/(loss) before taxes

118,028

6.1%

153,857

7.6%

(35,829)

(23.3%)

Income taxes

(11,865)

(0.6%)

(417)

-

(11,449)

2,746.8%

Net profit/(loss)

106,163

5.5%

153,440

7.6%

(47,278)

(30.8%)

Operating profit amounted to Euro 147.3 million, down compared with the same period of the previous year (-23.1%) mainly due to the business combination gain. If we exclude

the business combination gain, operating profit showed a marked improvement, rising from Euro 33.5 million at 30 September 2024 to Euro 80.3 million due to synergies achieved in procurement and reductions in raw material and packaging purchase costs.

In absolute terms, EBITDA increased by Euro 44.7 million (+40%), while the EBITDA margin went from 5.5% to 8.1%.

The following is a brief commentary on the most significant changes to the main income statement items that occurred in the periods under review:

Revenue from contracts with customers

Revenue from contracts with customers contains the contractual fees to which the Group is entitled in exchange for the transfer of the promised goods or services to customers. The contractual fees may include fixed or variable amounts or both and are recognised net of rebates, discounts and promotions, such as contributions to the mass distribution channel. In particular, in the context of existing contractual relations with mass distribution operators, contributions are expected to be recognised as year-end bonuses linked to the achievement of certain turnover volumes or amounts related to the positioning of products.

SEGMENT REPORTING

The table below provides a breakdown of revenue from contracts with customers by business unit as monitored by management.

Income stateme

(In thousands of euros and as a mo

percentage) 2025 %

nt of the first

nths 2024

(combined

)

nine Changes

% 2025 v % 2024

Dairy Products

247,369

12.8%

241,908

11.9%

5,461

2%

Foods

538,535

27.8%

575,318

28.4%

(36,783)

(6%)

Drinks

276,497

14.3%

264,247

13.0%

12,250

5%

Fish

320,434

16.6%

349,570

17.2%

(29,136)

(8%)

Italian Products

301,188

15.6%

318,826

15.7%

(17,638)

(6%)

Oils

239,715

12.4%

266,207

13.1%

(26,492)

(10%)

Other Products

12,401

0.6%

11,391

0.6%

1,010

9%

%

%

)

Revenue from contracts with customers 1,936,137 100.0

2,027,466 100.0

(91,327) (4.5%

Revenue from the Milk & Dairy Products segment was up compared to the same period of the previous year due to the combined effect of an increase in sales volumes in the milk sector and an increase in the average sales price.

Revenue from the Foods segment decreased mainly due to lower sales volumes in the food services sector following the termination of certain low-margin contracts, particularly in the baked beans category.

Revenue from the Drinks segment increased as a result of higher sales volumes due to new contracts signed during 2025.

Revenue from the Fish segment decreased due to lower sales volumes and a lower average sales price compared to the same period last year.

Revenue from the Italian Products segment showed a decrease due to lower sales volumes in the tomato category following the termination of certain low-margin contracts, offset by higher volumes in the olive oil category. In the Pasta and Bakery categories revenue decreased due to a lower average selling price compared with the same period of the previous year, while in the Special Products category sales volumes increased.

Revenues in the Oils segment were down compared to the same period of the previous year due to a decrease in the average sales price in the Olive Oil category.

(In thousands of euros and as a percentage)

Income statement of the first nine months Changes

2025 % 2024 % 2025 v 2024 %

(combined)

The following table provides a breakdown of revenue from contracts with customers by distribution channels, as monitored by management:

Mass Distribution

1,496,729 77.3% 1,597,659 78.8%

(100,930)

(6%)

B2B partners

242,093 12.5% 223,091 11.0%

19,002

9%

Food services

197,313 10.2% 206,715 10.1%

(9,402)

(5%)

Total revenue from contracts with customers

1,936,137 100.0% 2,027,466 99.8%

(91,329)

(4.5%)

Revenue in the Mass Distribution channel decreased due to the reduced turnover in the Foods and Fish segments.

Revenue from the B2B partners channel recorded an increase due to several new contracts secured during 2025 in the Drinks segment.

Revenue from the Food Services channel declined due to lower sales volumes in the Foods sector and lower average selling prices in the Oils and Italian Products sectors compared with the same period of the previous year.

The following table provides a breakdown of revenue from contracts with customers by geographical area as monitored by management:

Income statement of the first nine

(In thousands of euros and as a percentage)

months

Changes

2025 %

2024

(combined)

%

2025 v

2024

%

307,402 15.9 314,519

Italy %

15.5%

(7,117)

(2%)

Germany 119,949 6.2% 125,489

6.2%

(5,539)

(4%)

1,194,239 61.7 1,270,130

62.6%

(75,891)

(6%)

314,547 16.2 317,326

15.7%

(2,779)

(1%)

Total revenue from contracts with 1,936,137 100% 2,027,464

100.0%

(91,326)

(4.5%)

United Kingdom %

Other countries %

customers

Revenue from Italy decreased slightly, mainly due to lower average selling prices in the Pasta and Bakery categories and reduced volumes in the Fish sector, partially offset by higher sales volumes in the shelf-stable milk category.

Revenue in Germany decreased due to lower sales in the tomato and legume segments following the termination of some low-margin private label contracts.

Revenue in the United Kingdom decreased due to lower volumes in the Food, Fish and Oil segment, partially offset by an increase in volumes in the Drinks segment.

Revenue from Other Countries declined mainly due to lower average selling prices in the Group's operating segments, with the exception of the Oils category.

Operating costs

The following table lists the operating costs as shown in the income statement by destination:

(In thousands of euros)

Income statement o

2025

f the first nine months

2024 (combined)

Cost of sales

(1,555,293)

(1,679,523)

Sales and distribution costs

(127,780)

(143,979)

Administrative costs

(169,885)

(179,989)

Total operating costs

(1,535,143)

(1,679,523)

Cost of sales represented 80.3% of sales revenues (82.8% as at 30 September 2024) and decreased sharply in the first nine months of 2025 due to the first synergies achieved with the entry of the Princes Group in terms of procurement.

Selling and distribution expenses were sharply down compared with the same period of the previous year due to improved economic conditions in distribution and transport, particularly in the Pasta and Fish sectors.

Administrative expenses decreased compared to the same period of the previous year due to a rationalisation of costs and/or projects no longer considered "core" as well as the departure of employees due to resignations, which for the time being was not followed by any new hires.

EBITDA was Euro 156.6 million (or 8.09% of sales revenue) compared to Euro 111.9 million as of 30 September 2024 (or 5.5% of sales revenue), with a clear increase both in absolute terms and in terms of margins thanks to the Group's ability to optimise its supply chain and to having initiated the first synergies already noted at the time of the Princes Group acquisition.

The following table shows EBITDA by activity segment:

(In thousands of euros)

Income statement of the first nine months

Dairy Products

Foods

Drinks

Fish

Italian Products

Oils

Other Products

Consolidated Financial Statements

total

contracts with 247,369

538,535

276,497

320,434

301,188

239,715

12,401

1,936,137

parties)

EBITDA (*) 25,641

51,645

14,493

14,057

41,881

8,804

80

156,601

EBITDA margin 10.37%

9.59%

5.24%

4.39%

13.91%

3.67%

0.65%

8.09%

Amortisation,

depreciation and 11,540

21,751

11,731

5,810

17,800

1,570

5,645

75,847

write-downs

Net write-downs

of financial assets

416

416

Income from

business

combinations

66,952

66,952

Operating 14,102

29,894

2,762

8,247

24,081

7,234

60,971

147,291

Financial income -

20,642

20,642

Financial expenses -

(49,905)

(49,905)

Profit/(loss) before 14,102

29,894

2,762

8,247

24,081

7,234

31,708

118,028

Income taxes -

(11,865)

(11,865)

Net profit/(loss) 14,102

29,894

2,762

8,247

24,081

7,234

19,843

106,163

Revenue from customers (third

profit/(loss)

taxes

Income statement of the first nine months

Total

(In thousands of Dairy

euros) Products

Foods

Drinks

Fish

Italian Products

Oils

Other Products

Combined Financial

Statements

Revenue from

contracts with 241,908

575,318

264,247

349,570

318,826

266,207

11,391

2,027,466

parties)

EBITDA (*) 25,444

45,153

9,256

16,841

25,935

8,666

(19,427)

111,869

EBITDA margin 10.52%

7.85%

3.50%

4.82%

8.13%

3.26%

-170.55%

5.52%

Amortisation,

depreciation and 8,408

27,209

13,111

4,716

16,091

1,593

6,790

77,917

write-downs

Net write-downs of

financial assets

439

439

Income from

business

combinations

158,028

158,028

Operating 17,037

17,945

(3,855)

12,126

9,844

7,073

131,373

191,541

Financial income -

9,075

9,075

Financial expenses -

(46,760)

(46,760)

Profit/(loss) before 17,037

17,945

(3,855)

12,126

9,844

7,073

93,689

153,857

Income taxes -

(417)

(417)

Net profit/(loss) 17,037

17,945

(3,855)

12,126

9,844

7,073

93,272

153,440

customers (third

profit/(loss)

taxes

Operating profit (EBIT) amounted to 147.3 million euros (7.6% of sales), compared with

191.5 million euros as at 30 September 2024 (9.4% of sales), down mainly due to the different contribution of the non-recurring gain from the business combination.

Excluding the non-recurring business combination gain, the operating profit (EBIT) was Euro 80.3 million, an improvement compared with Euro 33.5 million recorded at 30 September 2024, due to synergies achieved in procurement and distribution.

The tax rate was 23.3%.

The net profit as at 30 September 2025 amounted to Euro 106.2 million.

EBITDA

The table below provides a reconciliation of EBITDA, the EBITDA margin and cash conversion at 30 September 2025 and 2024.

(In thousands of euros and as a percentage)

As at 30 SEPTEMBER

2025 (co2024 d)

mbine

Operating profit/(loss) (EBIT)

147,291

191,542

Amortisation, depreciation and write-downs

75,847

77,917

Net write-downs of financial assets

416

439

Income from business combinations

(66,952)

(158,028)

EBITDA (*) (A)

156,601

111,868

Revenue from contracts with customers

1,936,137

2,027,466

EBITDA margin (*)

8.1%

5.5%

investments (B)

122,230

30,014

Cash conversion [(A) - (B)]/(A)

21.9%

73.2%

(*) Operating profit/(loss) (EBIT), EBITDA, the EBITDA margin and the cash conversion are alternative performance indicators not identified as an accounting measure under IFRS and, therefore, should not be considered alternative measures to those provided by the Group's financial statements when assessing the Group's results.

To assess performance, management monitors, among other things, EBITDA by business unit as shown in the table below.

(In thousands of euros and as a Income statement of the first nine Changes

percentage of revenue from contracts months

with customers)

2025

%

2024

%

2025 v 2024

%

Dairy Products

25,641

10.4%

25,444

10.5%

197

0.8%

Foods

51,645

9.6%

45,153

7.8%

6,492

14.4%

Drinks

14,493

5.2%

9,256

3.5%

5,237

56.6%

Fish

14,057

4.4%

16,841

4.8%

(2,784)

(16.5%)

Italian Products

41,881

13.9%

25,935

8.1%

15,946

61.5%

Oils

8,804

3.7%

8,666

3.3%

138

1.6%

Other Activities

80

0.6%

(19,427)

(170.5%)

19,507

(100.4%)

EBITDA

156,601

8.1%

111,868

5.5%

44,732

40.0%

The EBITDA in the Dairy Products sector recorded a slight decrease due to a lower average selling price in the fresh milk and mascarpone categories, partially offset by higher sales volumes in the shelf-stable milk category.

The EBITDA in the Foods sector recorded a significant increase due to lower direct costs and the discontinuation of certain foodservice contracts with negative margins.

The EBITDA in the Drinks sector recorded a significant increase due to lower direct costs and improved production processes, with clear benefits in terms of reduced production waste and inventory losses.

The EBITDA in the Fish sector decreased due to lower sales volumes in Europe and a lower average selling price in the United Kingdom, partially offset by improved production efficiency at the Mauritius sites.

The EBITDA in the Italian Products sector increased due to higher sales volumes in the olive oil category and greater efficiency in distribution and transport costs in the Pasta category.

The EBITDA in the Oils sector increased due to a higher average selling price, partially offset by lower margins in the Polish market due to increased promotional activity.

The EBITDA in the Other Products sector increased due to costs incurred by Princes Limited in H1 2024 relating to the disposal of the Group.

Net financial debt

The following table provides details of the composition of the Group's net financial debt as at 30 September 2025 and 31 December 2024, determined in accordance with the provisions of Consob Communication DEM/6064293 of 28 July 2006 and in accordance with paragraph 175 et seq. of the recommendations contained in the document prepared by ESMA, no. 32-382-1138 of 4 March 2021 (guidelines on disclosure requirements under Regulation EU 2017/1129, so-called "Prospectus Regulation"):

(In thousands of euros)

At 30 September

At 31 December

Net financial debt

2025

2024

A. Cash and cash equivalents

369,810

95,079

B. Cash equivalents

319,063

360,056

C. Other current financial assets

132,459

265,351

D Cash and cash equivalents (A)+(B)+(C)

821,332

720,486

E. Current financial payables

(279,661)

(361,009)

F. Current portion of non-current financial debt

(73,014)

(44,708)

G. Current financial indebtedness (E)+(F)

(352,674)

(405,717)

H. Net current financial indebtedness (G)+(D)

468,658

314,770

I. Non-current financial payables

(254,501)

(461,756)

J. Debt instruments

(552,929)

(199,231)

K. Trade and other non-current payables

(177,844)

(206,100)

L. Non-current financial indebtedness (I)+(J)+(K)

(985,274)

(867,087)

M. Net financial indebtedness (H)+(L)

(516,616)

(552,316)

Shareholder Loan

177,844

206,100

Treasury shares

6,246

N. Adjusted net financial debt

(332,526)

(346,216)

Comparing the net financial position at 30 September 2025 with the corresponding data at 31 December 2024 demonstrates a significant improvement of Euro 13.7 million. This figure is affected by the investment made by the Princes Group PLC for the acquisition of the Royal Liver Building in Liverpool and Cross Green in Leeds. Before this investment, the net financial position would have shown an improvement of approximately Euro 108

million. This result once again demonstrates the extraordinary ability of the NewPrinces Group to generate cash flows from operating activities and from the improvement of net working capital.

Without considering lease liabilities, the positive net financial position was as follows:

(In thousands of euros) At 30 September At 31 December 2025 2024

Net financial debt

(332,526)

(346,216)

Current lease liabilities

28,090

20,230

Non-current lease liabilities

68,180

79,758

Net Financial Position

(236,255)

(246,228)

Positions or transactions deriving from atypical and/or unusual transactions

Pursuant to CONSOB Communication no. 6064293 of 28 July 2006, note that during the Q3 2025 no atypical and/or unusual transactions occurred outside the normal operation of the company that could give rise to doubts regarding the correctness and completeness of the information in the financial statements, conflicts of interest, protection of company assets and safeguarding the minority shareholders.

Treasury shares and shares of parent companies

In compliance with Article 2428 of the Italian Civil Code, note that as of 30 September 2025 the Parent Company held 527,912 treasury shares

Transactions with related parties

The Group's transactions with related parties (hereinafter, "Related Party Transactions"), identified based on criteria defined by IAS 24 - Related Party Disclosures, are mainly of a commercial or financial nature and are carried out under normal market conditions.

The Group did not carry out Related Party Transactions that were unusual in terms of characteristics, or significant in terms of amount, other than those of an ongoing nature. The Group deals with the following related parties:

  • parent company ("Parent Company").

  • companies controlled by the parent company other than its own subsidiaries ("Companies controlled by the parent company").

Reggio Emilia (RE), 10 November 2025

For the Board of Directors Angelo Mastrolia

Chairman of the Board of Directors

Pursuant to paragraph 2, article 154-bis of the Consolidated Law on Finance, the Financial Reporting Officer Rocco Sergi declares that the accounting information contained in this document corresponds to the contents of accounting documents, books and records.

Reggio Emilia (RE), 10 November 2025

Rocco Sergi

Financial Reporting Officer

Financial statements and explanatory notes

Consolidated statement of financial position

(In thousands of euros)

At 30 September

2025

At 31 December

2024

Non-current assets

Property, plant and equipment

656,139

560,456

Right-of-use assets

78,582

93,050

of which from related parties

9,581

11,488

Intangible assets

135,762

141,307

Equity investments in associates

10,440

10,090

Non-current financial assets measured at fair value through profit or loss

1,947

2,038

Financial assets measured at amortised cost

817

803

of which from related parties

735

735

Deferred tax assets

17,572

22,266

Total non-current assets

901,258

830,010

Current assets Inventories

503,508

486,942

Trade receivables

325,218

258,544

of which from related parties

19,590

6,191

Current tax assets

2,415

6,930

Other receivables and current assets

54,456

53,591

Current financial assets measured at fair value through profit or loss

48,794

1,576

Financial receivables measured at amortised cost

83,665

263,775

of which from related parties

83,665

263,775

Cash and cash equivalents

688,874

455,135

Total current assets

1,706,930

1,526,493

TOTAL ASSETS

2,608,188

2,356,504

Shareholders' equity

Share capital

43,935

43,935

Reserves

278,422

126,006

Translation reserve

(13,699)

2,537

Net profit/(loss)

104,052

160,633

Total shareholders' equity attributable to the Group

412,711

333,111

Shareholders' equity attributable to minority interests

70,861

65,530

Total consolidated equity

483,573

398,641

Non-current liabilities

Provisions for employee benefits

15,721

13,056

Provisions for risks and charges

3,673

3,723

Deferred tax liabilities

40,500

48,578

Non-current financial liabilities

739,249

581,229

Non-current lease liabilities

68,180

79,758

of which from related parties

7,282

8,692

Shareholder Loan

177,844

206,100

of which from related parties

177,844

206,100

Total non-current liabilities

1,045,168

932,446

Current liabilities Trade payables

632,447

559,229

of which from related parties

2,533

3,782

Current financial liabilities

324,584

385,486

of which from related parties

7

Current lease liabilities

28,090

20,230

of which from related parties

2,612

2,554

Current tax liabilities

12,209

4,946

Other current liabilities

82,117

55,526

of which from related parties

8,784

Total current liabilities

1,079,447

1,025,418

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

2,608,188

2,356,505