Newprinces S.p.a. MIL:NWL
NewPrinces S p A : 9M 2025 results Interim Management Report
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 |