25
01.01-30.06.2025https://www.thracegroup.gr
General Commerce Reg. No. 12512246000 Domicile: Magiko, Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str., 174 55 Alimos,
Attica Greece
Information regarding the preparation of the Semi-Annual Financial Report
for the period from January 1st to June 30th 2025
The present Semi-Annual Financial Report was approved unanimously by the Board of Directors of "THRACE PLASTICS CO S.A." ("Company") on 18 September 2025, has been posted on the Company's website https://www.thracegroup.gr where such will remain available to investors for a period of at least (10) ten years from the publication date and includes:
CONTENTS
I. | STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS THE UNDERSIGNED: | 3 |
II. | SEMI-ANNUAL REPORT BY THE BOARD OF DIRECTORS OF THRACE PLASTICS CO S.A. ON THE FINANCIAL STATEMENT OF THE PERIOD FROM 01-01-2025 TO 30-06-2025 | 4 |
IΙΙ. | AUDIT REPORT BY INDEPENDENT CERTIFIED AUDITOR | 35 |
IV. | INTERIM CONDENSED FINANCIAL STATEMENTS | 37 |
V. | ONLINE AVAILABILITY OF THE FINANCIAL REPORT | 79 |
STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS
We, the representatives of the Board of Directors, hereby state and confirm that to our knowledge:
The Interim Condensed Financial Information of the Group and the Company, which concerns the period from January 1st 2025 to June 30th 2025, was prepared in accordance with the accounting standards in effect and fairly presents the Assets and Liabilities, Equity and Financial Results of the Company, as well as those of the companies included in the consolidation and considered aggregately as a whole, and
The Semi-Annual Report by the Company's Board of Directors fairly presents the information required pursuant to paragraph 6 of Article 5 of Law 3556/2007, as currently in force
Xanthi, 18 September 2025
THE UNDERSIGNED:
The Chairman of the Board of Directors
The Chief Executive Officer & Executive Member of
the Board of Directors
The Non-Executive Member of the Board of Directors
Konstantinos St. Chalioris Dimitris P. Malamos Vasileios S. Zairopoulos
SEMI-ANNUAL REPORT BY THE BOARD OF DIRECTORS OF THRACE PLASTICS CO S.A. ON THE FINANCIAL STATEMENT OF THE PERIOD FROM 01-01-2025 to 30-06-2025
The present Semi-Annual Management Report by the Board of Directors (hereinafter called as "Report") was prepared in accordance with the relevant provisions of Law 3556/2007 (GOV. GAZ. Α΄ 91/30.04.2007) as in force, following its amendment from Law 4374/2016 (GOV. GAZ. Α΄ 50/01.04.2016) and the relevant executive decisions issued by the Board of Directors of the Hellenic Capital Market Commission, and especially the decisions with number 1/434/3.7.2007 and 8/754/14.4.2016, as in force after the final amendment from 12A / 889 / 31.08.2020 decision issued by the Board of Directors of the Hellenic Capital Market Commission.
The Report includes the entire required by law information in a concise as well as comprehensive, objective and adequate manner and with the principle of providing complete and substantial information with regards to the issues included in such.
Given the fact that the Company prepares consolidated and non-consolidated (stand-alone) interim financial statements, the present Report constitutes a single report referring mainly to the consolidated
condensed financial data of the Company and of the other subsidiaries Companies, consolidated in full. Any reference to non-consolidated financial data takes place in certain areas which have been deemed as necessary by the Board of Directors of the Company for the better understanding of the contents of the report and towards providing investor's community with the most complete information.
It is noted that the present Report, along with the interim condensed financial statements of the first half of the fiscal year 2024 (01.01.2024-30.06.2024), includes
the required by law information and declaration in the Semi-Annual Financial Report of, the above period.
The sections of the present Report and the contents of such are as follows:
SECTION 1: Significant events that took place during the first half of 2025Below, the most significant events that took place during the first half of 2025 are presented:
During the first months of the year 2025, the global as well as the European economy followed the same course as in the previous year, as both macroeconomic factors (inflation, high cost of living) and geopolitical factors persisted.
At the same time, the threat of tariff imposition by the United States, along with the broader uncertainty it caused, created conditions of instability and anticipation of future developments, leading to a relative market stagnation throughout the second quarter. Overall, demand remained relatively stable during the same period.
During that period, the European market remained subdued in terms of demand. The slowdown in recovery compared to initial expectations is also attributed to the
ongoing uncertainty surrounding the EU-US trade and tariff negotiations. In addition, the ongoing crisis in the Middle East, continued to disrupt global supply chains, mainly affecting the import of raw materials and freight transportation. Furthermore, the war between Russia and Ukraine continues with no immediate prospects for de-escalation, despite recent efforts to intensify peace negotiations.
Regarding the Group's business segments, the second quarter of the year was characterized, in line with the previous period, by the relatively low demand in the Technical Fabrics segment, however with a mild recovery in various sub-sectors, while demand in the Packaging sector remained stable.
Group's performance during the second quarter of 2025
During the second quarter of 2025, the following were observed:
Low demand for products related to the construction sector, with mild signs of recovery in certain geographical markets.
Steady demand for products related to the infrastructure sector and to the large-scale construction projects.
Low demand for products in the agricultural sector and primarily the fertilizers market.
Steady strong demand for products
related to the food packaging sector.
Steady strong demand for products related to the paint packaging sector.
Decrease in raw material costs compared to the first quarter of the year, due to weak demand in most markets where similar or identical raw materials are used."
Increased energy costs, though lower compared to the first quarter of 2025.
Steady stable transportation costs, with slight fluctuations.
Stabilization of the cost of auxiliary
raw materials and packaging materials.
Steady interest rates.
From a financial perspective, Turnover of the first half of 2025 settled at €200.2 mil. compared to €186.5 million in the same period of the previous year, representing an increase of 7.3%, which is attributed to higher sales volumes (sold volumes increased by 7.3% in the first half of 2025, and more specifically, increased by 9.4% in the second quarter).
In terms of operating profitability during the first half of 2025, Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) amounted to €24.3 million, marginally decreased by 0.9% compared to the corresponding period of 2024 (€24.5 million). In terms of adjusted EBITDA, there is, however, a slight negative variance of 6.8% compared to the first half of 2024. Specifically, in the second quarter of 2025, operating profitability amounted to €13.5 million, marking an increase of 10.1% compared to the second quarter of 2024, resulting in a reduction of the variance
Prospects of the Group
At the start of the second half of the year 2025, both markets and economies continue to display characteristics largely comparable to those observed in previous quarters. Inflation remains at stable levels or is slightly increasing depending on the country, interest rates remain unchanged, and raw material prices continue to be stable, reflecting subdued demand. Meanwhile, energy costs are on a declining trajectory compared to the first half of the year.
As of the date of this report, it is estimated that the Group's operating profitability (EBITDA) for the third quarter of 2025, in absolute terms, will be higher compared to
that had emerged in the first quarter of the year, which stood at 23.7%.This performance was achieved despite persistently low demand, particularly in the construction and agricultural sectors, and in the face of a comparative increase in the cost base, most notably higher energy costs. Specifically, at Group-level energy cost was higher by approximately €3.0 million in the first half of the year, compared to the corresponding period of the previous year.
Regarding the liquidity levels of the Group and the trading cycle of subsidiaries, there was no negative impact or change during the second quarter of the year. Specifically, the Group's Net Debt amounted to €55.9 million, showing an increase compared to the end of 2024 (Net Debt end of 2023:
€34.4 million). This increase is primarily due to the rise in Net Working Capital, by approximately €14 million, as a result of increased commercial activity, driven by both volume growth and seasonal factors. Nevertheless, Net Debt remains at relatively low levels, and is expected to decrease over the coming quarters and within the next fiscal year.
the third quarter of the previous year. This indicates that the variance observed in the first quarter- and partially mitigated in the second quarter- was temporary. This development highlights the resilience and growth potential of the Group, which continues to gain market share by increasing sales volumes, while maintaining strong operating profitability.
With regard to the Group's annual profitability for the year 2025, despite the ongoing global economic uncertainty-particu-larly in Europe-and the potential impact of U.S. tariff policies on a global scale, the Group's Management estimates that EBIT-
DA for 2025 will exceed that of the previous year, and may reach the levels of operating profitability recorded in 2023.
The Group's Management continues to
monitor market developments closely in order to implement any necessary measures and ensure alignment with the strategic plan.
Climate issues
The Group recognizes the risks and impacts that may arise in its business activity due to the climate crisis and the energy transition, which may affect its production process and activities, while at the same time has identified great opportunities that are emerging through the adoption of the principles of circular economy, the use of recycled raw material and the investment in renewable energy sources.
In order to mitigate the risks arising from climate change, but also to take advantage of the opportunities in order to achieve positive financial results, but also to reduce its environmental footprint, the Group is constantly adjusting its business model. Additionally, the constantly adjusting business model improves continuously its performance on indicators related to sustainable development. It achieves this mainly through (a) recording direct and indirect greenhouse gas emissions along with the constant improvement of the respective indicators, (b) reducing energy consumption in production processes, (c) self-production and use of energy from renewable sources (solar, geothermal and hydroelectric), (d) reducing the use of natural resources through the use of recycled raw material and (e) proper waste management. In addition, it focuses on the development of innovative and sustainable products and services, applying the principles of the circular economy.
In addition, the Group focuses on the development of innovative and sustainable
products and services, applying the principles of the circular economy. With the aim of further strengthening the achievement of this goal, the Group has created the circular economy platform IN THE LOOP, which networks companies, brands, public entities and consumers, facilitates the continuous reduction of environmental footprint throughout the value chain, and also designs specialized closed / controlled cycle systems of upgraded recycling purposes.
Therefore, the Company has established and communicated relevant principles and policies, while it has formulated a strategic plan for sustainable development with specific actions, which are being implemented with measurable positive results thus ensuring the Group's business continuity. At the same time, through a specialized team, appropriate actions are already being taken in order to implement the requirements of the new CSRD (Corporate Sustainability Reporting Directive). The Group's excellent performance is also reflected in the ratings it receives from internationally recognized organizations. Specifically, Thrace Group was awarded the 'Diamond' rating on Forbes Greece's ESG list - one of the highest distinctions in the ESG Transparency Index. Furthermore, according to the most recently published results, the Group received a 'B' score from the international organization CDP, surpassing the global average in how it manages the impact of its activities on climate change. At the same time, the Group is a
constituent of the ATHEX ESG Index of the Athens Stock Exchange, which includes 60 listed companies based on the level of transparency reflected in their ESG Transparency Score."
Further details are set out in the Non-Fi-nancial Information Report (Section 8 of the Annual Report of fiscal year 2024) and in the Sustainable Report that is published on the Group's Website.
ΙV. Expected Credit Losses
There are no material expected credit losses as a result of the current conditions and circumstances. In any case, according to the established policy, a major proportion of the companies' sales remains insured, while additional measures have been tak-
en to ensure the Group carries out transactions with creditworthy customers (credit risk assessment, credit scoring, advances, etc.). More information on credit risk can be found in Note 3.31.2 of the Financial Statements of fiscal year 2024.
The ongoing conflict in the Middle East has created geopolitical instability and, in any case, uncertainty regarding the potential macroeconomic consequences, particularly in the event of a prolonged duration of hostilities. The Group business in the regions directly affected by the conflict, is limited. The Group's overall exposure to Israel and Palestine is minimal, as, based on 2024 figures, sales in these countries (including Iran) represented 0.26% of total Group sales, while in the first half of 2025, the respective figure amounted to 0.51% of total Group sales (including Iran).
At the same time, the armed conflict resulting from Russia's military invasion of Ukraine remains ongoing, continuing to generate geopolitical instability and unfavorable macroeconomic consequences. These primarily relate to upward pressure on a range of raw materials and products and contribute to an environment of heightened uncertainty, especially with regard to demand levels in Europe. The Group does not engage in any significant direct business operations in Ukraine and Russia. The Group's overall exposure to these countries is limited. In 2024, sales to Ukraine and
Russia accounted for 0.81% of total Group sales (compared to 0.55% in 2023), while in the first half of 2025, sales in these markets amounted to 0.38% of total Group sales (compared to 0.83% in the first half of 2024).
Furthermore, Tehran's threats to block the Strait of Hormuz in June 2025 impacted international oil prices. Despite a short-term increase driven by those geopolitical developments, prices partially declined thereafter. This highlights the sensitivity of the global energy market to geopolitical volatility.
Consequently, no immediate material impact on the Group's financial performance is expected due to the aforementioned geopolitical developments, particularly in relation to sales to customers. However, a prolonged and deteriorating conflict, combined with broader negative macroeconomic effects, may adversely affect business activity across all companies operating primarily in Europe, including the Group. The Group's Management is closely monitoring the relevant developments and, if necessary, will take appropriate actions to mitigate any potential adverse consequences.
The Board of Directors of the Company, during its meeting of November 14, 2024 approved the distribution (payment) of interim dividend for fiscal year 2024 to the shareholders of the Company, of a total amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount). Including the adjustment related to the 863,796 treasury shares held by the Company, which, in accordance with the law, are excluded from the interim dividend payment, the final gross amount per share amounted to
€0.0699665112.
The above amount of the interim dividend is subject to 5% withholding tax, in accordance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amendment by Law 4646/2019 (Government Gazette A΄ 201/12.12.2019).
Therefore:
The final payable amount of the interim dividend for the fiscal year 2024 was 0.0664681856 Euro (net) per share.
Ex-Dividend (cut-off) date for the interim dividend of Year 2024, as it has been already announced: Thursday,
January 23rd, 2025.
Beneficiaries of the interim dividend for fiscal year 2024 were the shareholders registered in the Company's records in the Dematerialized Securities System (DSS) on Friday, January 24th, 2025 (Record date).
The payment (distribution) of the final as per above interim dividend commenced on Wednesday, January 29th 2025, and was carried out through the paying Bank "PI-RAEUS BANK S.A.".
Shareholders were reminded that the right for the collection of the interim dividend amount expires after a five year period (article 250 of the Civil Code, section 15), from the end of the fiscal year in which this right was created (i.e. for the above interim dividend the right for its collection expires on 31.12.2030) and following such time period the uncollected amounts will be irrevocably transferred to the Hellenic State in accordance with article 1 of legislative decree 1195/1942.
The Board of Directors of the Company decided, pursuant to relevant resolution on the temporary appointment of Mr. Dimitrios Fragkou son of Vasileios (CFO of the Company), as the Officer of Investors Relations and Corporate Announcements De-
partment of the Company, in replacement of the previous Head of Department, Evan-gelia Sideri, daughter of Georgios.
Mr. Dimitrios Fragkou undertook his duties on February 14 th 2025.
The Board of Directors of the Company, during its meeting of February 28th , 2025, and following the relevant proposal made by the Company's respective Remuneration & Nominations Committee, in accordance with the provisions of article 82 par. 1 of Law 4548/2018, articles 5 and 9 par. 4 of Law 4706/2020, article 8 of the Compa-ny's Articles of Association, and in accordance with the currently effective Policy of Suitability and the best corporate governance practices applied by the Company, unanimously and by acclamation elected:
Ms. Fotini-Marina Niforos daughter of George and Ms. Eleni Providi daughter of Dimitrios, as new temporarily independent non-execu-tive members of the Board of Directors, replacing the resigned and departed (due to the expiration of the term limit as per article 9 par. 4 (c) of Law 4706/2020) independent non-executive members of the Board, Mr. Nikitas Glykas and Mrs Spyridoula Maltezou.
Mr. Stylianos Vitogiannis son of Konstantinos, as a non-executive member of the Board of Directors, replaced the deceased member, Christos-Alexis Komninos.
The aforementioned members fully meet the criteria of individual and collective suitability according to the provisions of article 3 of Law 4706/2020, as in force, and the approved and effective Policy of Suitability of the Company, and there is no conflict of interest or incompatibility in relation to their position under the applicable corporate governance legal framework, including the Company's Corporate Governance Code and its Regulation of
Operation.
Additionally, it is noted that the newly elected two (2) temporarily independent non-executive members of the Board of Directors fully meet, as confirmed by the Board's above decision, the conditions and criteria of article 9 par. 1 and 2 of Law 4706/2020, specifically:
they do not directly or indirectly hold more than 0.5% of the share capital and voting rights of the Company, and
they are free from any dependency relationships with the Company or any related parties, as defined in par. 2 of article 9 of Law 4706/2020, and do not have any financial, business, family, or other relationships that could affect their decisions or independent, objective, and impartial judgment.
It was also emphasized that in compliance with the requirements of article 18 par. 1 of Law 4706/2020, the detailed curriculum vitae of the new members of the Board of Directors were and remain posted on the Company's website at thracegroup.com/ gr/en/board-of-directors/, where the full proposal of the Nomination and Remuneration Committee is also available.
This replacement and the election of both independent non-executive members and the non-executive member of the Board will significantly contribute to the further strengthening of the Board by utilizing their academic training, professional experience, qualifications, skills, and is in line with the Company's decision for the continuous and optimal adaptation of its organization to the provisions and reg-
ulations of Law 4706/2020 (Government Gazette A' 136/17.07.2020) on corporate governance and respective best practices. It is fully aligned with the provisions of the aforementioned law concerning suitability, diversity, and the fulfillment of the minimum legally required number of independent non-executive members.
Finally, it is noted that the election of the aforementioned new members of the Board of Directors would be announced, in accordance with the provisions of the law and the Company's Articles of Association, at the next General Meeting of the shareholders of the Company. Furthermore, regarding the new independent non-ex-ecutive members, it was noted that their designation as independent was temporary until the next General Meeting, which is the only competent body to decide on this matter.
Following the above, the Board of Directors of the Company was reconstituted into body for the remainder of its term, i.e. until February 11, 2026, as follows:
Konstantinos Chalioris son of Stavros, Chairman of the Board of Directors (executive member).
Theodoros Kitsos son of Konstantinos, Vice Chairman of the Board of Directors (independent non-executive member).
Dimitrios Malamos son of Petros, Chief Executive Officer of the Company (executive member).
Athanasios Dimiou son of Georgios, Member of the Board of Directors (non-executive member).
Vasileios Zairopoulos son of Stylianos, Member of the Board of Directors (non-executive member).
Christos Shiatis son of Panagiotis, Member of the Board of Directors (non-executive member).
Georgios Samothrakis son of Panagiotis, Member of the Board of Directors (independent non-executive member).
Myrto Papathanou daughter of Christos, Member of the Board of Directors (independent non-executive member).
Fotini-Marina Niforos daughter of George, Member of the Board of Directors (independent non-executive member).
Eleni Providi daughter of Dimitrios, Member of the Board of Directors (independent non-executive member), and
Stylianos Vitogiannis son of Konstantinos, Member of the Board of Directors (non-executive member)
The Board of Directors of the Company, during its meeting of April 1, 2025 following the resignation of Mr. Theodoros Kitsos exclusively from the capacity and office of Vice Chairman of the Board of Directors of the Company, retaining solely the status of non-executive member of the Board of Directors, due to the fulfilment of the
maximum time period of independence provided for in accordance with the provisions of the law in article 9 par. 1 and 2 of Law 4706/2020 and following the relevant proposal of the Remuneration & Nominations Committee of the Company and in full compliance with article 8 par. 2 of Law 4706/2020 and the Greek Corporate
Governance Code (point 2.2.21) that the Company has established and implements
. Therefore unanimously and by acclamation the Board of Directors appointed Mr. Georgios Samothrakis, son of Panagiotis , who already holds the status of Independent Non-Executive Member of the Board of Directors, as Vice Chairman of the Board of Directors for the remainder of his term (i.e. until February 11, 2026).
For completeness purposes, it was noted that the fulfilment of the independence criteria of article 9 of Law 4706/2020 in the person of Mr. Georgios Samothrakis had already been confirmed in this regard by the relevant solemn Declaration of Independence of a Member of the Board of Directors, as well as in the context of the review of the above criteria by the Remuneration & Nominations Committee.
Following the above, the Board of Directors of the Company was reconstituted into a body for the remainder of its term of office, i.e. until February 11, 2026, as follows:
Konstantinos Chalioris son of Stavros, Chairman of the Board of Directors (executive member).
Georgios Samothrakis son of Panagiotis, Vice Chairman of the Board of Directors (independent non-executive member).
Dimitrios Malamos son of Petros, Chief Executive Officer of the Company (executive member).
Athanasios Dimiou son of Georgios, Member of the Board of Directors (non-executive member).
Vasileios Zairopoulos son of Stylianos, Member of the Board of Directors (non-executive member).
Christos Shiatis son of Panagiotis, Member of the Board of Directors (non-executive member).
Theodoros Kitsos son of Konstantinos, Member of the Board of Directors (non-executive member).
Myrto Papathanou daughter of Christos, Member of the Board of Directors (independent non-executive member).
Fotini Marina Niforos daughter of George, Member of the Board of Directors (independent non-executive member).
Eleni Providi daughter of Dimitrios, Member of the Board of Directors (independent non-executive member), and
Stylianos Vytogiannis son of Konstantinos, Member of the Board of Directors (non-executive member).
The Board of Directors of the Company, during its meeting of April 4th, 2025, approved the appointment of Mrs Eleni Providi, Independent Non Executive Member of the Board of Directors, as a member of the Nominations and Remuneration Committee of the Company, replacing the re-
signed member of the Committee, Mr. Vasileios Zairopoulos, in order to ensure the appropriate and compliant composition of the Nominations and Remuneration Committee, in accordance with Article 10 paragraph 3 of Law 4706/2020 and the Compa-ny's Rules of Operation and following also
the loss of independence of Mr. Theodoros Kitsos.
On the same day and following the above decision, i.e. on 04/04/2025, a meeting of the Committee took place, under its new composition. After a vote among its members, it was reconstituted as follows:
Myrto Papathanou, daughter of Christos - Independent Non-Executive Member of the Board of Directors, Chairwoman of the Nominations and
Remuneration Committee
Theodoros Kitsos, son of Konstantinos - Non-Executive Member of the Board of Directors, Member of the Nominations and Remuneration Committee
Eleni Providi, daughter of Dimitrios -Independent Non-Executive Member of the Board of Directors, Member of the Nominations and Remuneration Committee.
The Board of Directors of the Company, with its meeting of April 24th, 2025, unanimously decided to propose to the Annual Ordinary General Meeting of shareholders the approval of the distribution (payment) of the earnings of the fiscal year that ended on 31.12.2024 and in particular to propose the distribution (payment) to the shareholders of a dividend of a total amount of 10,250,000.00 Euros (gross amount),
i.e. 0.2343314986 Euros per share (gross amount) from the earnings of the fiscal year 2024 (01.01.2024-31.12.2024), but
also from the earnings of previous years.
Given that the Company, pursuant to the relevant decision of the Board of Directors dated November 14th, 2024, had already distributed to the shareholders the interim dividend for the fiscal year 2024 of a total amount of 3,000,000.00 Euros (gross amount), i.e. 0.0685848289 Euros per share (gross amount), the Board of Directors would subsequently propose to the Annual Ordinary General Meeting of shareholders the distribution of the remaining amount of the dividend, and in particular the amount of 7,250,000.00 Euros (gross amount), i.e. 0.1657466698 Euros per share (gross amount), which gross amount per share will be increased by the
amount corresponding to the treasury shares that the Company will hold on the dividend cut-off date (and which treasury shares are not entitled to the payment of the dividend, according to the provisions of article 50 of Law 4548/2018, as applicable).
The Annual Ordinary General Meeting of shareholders as the sole pertinent body approved the final decision concerning the approval of the above proposal made by the Board Directors.
Τhe Board of Directors of the Company, during its meeting of May 12, 2025, approved the appointment of Mrs. Vasiliki (Vicky) Christopoulou daughter of Konstantinos, as the Officer of the Investor Relations and Corporate Announcements Department of the Company in replace-
ment of Mr. Dimitrios Fragkou son of Vasileios.
Mrs. Vasiliki (Vicky) Christopoulou undertook duties as the Officer of the Investor Relations and Corporate Announcements Department of the Company on May 12th, 2025.
The Annual Ordinary General Meeting of the Company's shareholders, which took place on May 28, 2025 remotely in real time via videoconference, approved the following among others:
On the 1st item, the shareholders approved by majority the Annual Financial Statements (separate and consolidated) for the fiscal year ended December 31, 2024 (01.1.2024 - 31.12.20234), and also
approved the Management Report of the Board of Directors, as of 24.04.2025 and the Report of the Company's Certified Auditor Accountant, as of 25.04.2025, included in the Annual Financial Report for the fiscal year 2024, which has been prepared in accordance with the legal framework as in force, and is posted in the official address of the Company's website (https://http://www. thracegroup.gr), lawfully registered in the General Commercial Registry (G.E.MI.), and which was also sent via email to the Athens Exchange and to the Hellenic Capital Market Commission.
On the 2nd item, the "Annual Report" of the Audit Committee for the fiscal year 2024 (01.01.2024-31.12.2024) was submit-
ted to the shareholders and a summary of which was also read during the meeting, in accordance with the provisions of article 44, par. 1, sect. h' of Law 4449/2017, as
in force after its amendment by article 74, par. 4 of Law 4706/2020, for the purpose of providing a complete, adequate and detailed information to the shareholders, regarding the activities of the Audit Committee during the fiscal year under consideration.
On the 3rd item, the shareholders approved unanimously the allocation (distribution) of the profits for the fiscal year 2024 (01.01.2024-31.12.20234), and spe-
cifically they approved the distribution (payment) of a total dividend amounting to 10.250.000,00 Euros (gross amount) to the shareholders of the Company from the profits of the fiscal year ended December 31, 2024, but also from previous years profits.
On the 4th item, the shareholders approved by majority the new amended and revised proposed Remuneration Policy of the Company, which was prepared by the Remuneration and Nomination Committee in accordance with the provisions of Articles 110 and 111 of Law 4548/2018. The Policy sets out the specific framework, terms, and fundamental principles governing the process for determining the remuneration, compensation, and other benefits granted to the persons falling within its scope.
On the 5th item, the shareholders approved by majority the distribution (payment) of remuneration of fiscal year 2024 portion of earnings (01.01.2024-31.12.2024) to the Executive Members of the Board of Directors, to Senior Management and to Administrative Officers of the Company, and in accordance with the provisions of the current and approved Remuneration Policy of the Company(with regard to the fees and benefits to which the above persons are entitled), in conjunction with Article 15 of the Company's Articles of Association. Finally, the Board of Directors was authorized to implement the above decision.
On the 6th item, the shareholders approved by majority the overall management of the Company for the fiscal year ended 31.12.2024, the discharge of the Certified Auditors of the Company from any liability for indemnity regarding the actions and the overall management for the fiscal year 2024 (01.01.2024-31.12.2024), as well as
for the Annual Financial Statements of the fiscal year 2024.
On the 7th item, the shareholders approved unanimously, following the relevant proposal by the Company's Audit Committee, the election of the registered in the Public Register of the article 14 of Law 4449/2017 Audit Company under the name " ERNST & YOUNG CERTIFIED AUDI-
TORS ACCOUNTANTS S.A." for the regular audit of the annual and semi-annual Financial Statements of the Company (separate and consolidated) for the current fiscal year 2025 (01/01/2025 - 31/12/2025).
On the 8th item, following the relevant recommendation/proposal of the Audit Committee, the shareholders unanimously approved the election of the audit firm under the name "'ERNST & YOUNG (HELLAS) Certified Auditors Accountants S.A.', registered
in the Public Register pursuant to article 14 of Law 4449/2017 (and in accordance with the Article 154C of Law 4548/2018), to provide assurance on the Sustainability Report for the current financial year 2025 (01.01.2025 - 31.12.2025), in accordance with the provisions of Article 154C of Law 4548/2018, Law 4449/2017 as in force, and the guidelines issued by the Accounting Standardization and Auditing Committee (ASAC) regarding the Limited Assurance Engagements Program (ISAE 3000).
On the 9th item, the General Meeting was informed, in accordance with the provisions of Article 82 of Law 4548/2018, of the election of Mr. Stylianos Vytogiannis as a new Non-Executive Member of the Board of Directors, replacing the late Non-Exec-utive Member of the Board, Mr. Christos Alexis Komninos, and of Ms. Foteini-Mari-na Niforos and Ms. Eleni Providi as new Independent Non-Executive Members of the Board of Directors, replacing the resigned Independent Non-Executive Members of the Board, Mr. Nikitas Glykas and Ms. Spyridoula Maltezou.
On the 10th item, the shareholders approved by majority the fees, salaries, compensation, and other benefits, paid to the members of the Board of Directors for the services provided to the Company during the fiscal year 2024 (01.01.2024 -31.12.2024), which were in line with the approved and in force Remuneration Policy of the Company.
On the 11th item, the shareholders voted by majority in favor of the Remuneration Report for the financial year 2024 (01.01.2024 - 31.12.2024), which was prepared in accordance with the provisions of Article 112 of Law 4548/2018. The Report provides a comprehensive overview of the total remuneration of the members of the Board of Directors (executive and non-ex-
ecutive) and explains how the Company's Remuneration Policy was implemented during the financial year 2024 (01.01.2024 - 31.12.2024), with the aim of providing detailed, complete, and adequate information to the Company's shareholders. It is noted that the Remuneration and Nomination Committee of the Company confirmed the drafting of the above Report in full accordance with the provisions of article 112 of Law 4548/2018, and found the accuracy, completeness and clarity of its content regarding the remuneration and benefits in general paid during the fiscal year 2024.
On the 12th item, and in the context of the Company's substantive and effective compliance and alignment with the requirements and provisions of Law 4706/2020 on Corporate Governance-and in particular, on the one hand, with the provisions regarding suitability, diversity, and adequate gender representation on the Board of Directors, and on the other hand, with the provisions and substantial criteria and requirements of independence for the proposed independent members-and in view of strengthening the role and functioning of the Company's Board of Directors, which can be achieved by increasing the number of its members to enhance its effectiveness and promote the more active participation of existing senior executives in the Company's management, taking into account their experience and significant contribution to the Company's profitability and growth, and following the recommendation of the Company's Remuneration and Nomination Committee, the General Meeting by majority approved the election of a new twelve-member (12-member) Board of Directors, through the re-election of all current members, namely: 1)Konstantinos
Chalioris, son of Stavros, 2)Georgios Samothrakis, son of Panagiotis, 3)Dimitrios Malamos, son of Petros, 4)Athanasios Dimiou, son of Georgios, 5)Vasileios Zairopoulos, son of Stylianos, 6)Christos Shiatis, son of Panagiotis, 7)Theodoros Kitsos, son of Konstantinos, 8)Myrto Papathanou, daughter of Christos, 9)Fotini Marina Niforos, daughter of Georgios, 10)Eleni Providi, daughter of Dimitrios, 11)Stylianos Vytogiannis, son of Konstantinos and through the election and addition of a new member Ektoras-Panagiotis Souroulidis, son of Athanasios.
On the 13th item, the shareholders by majority approved, in accordance with the provisions of Article 44 of Law 4449/2017, as amended by Article 74 of Law 4706/2020, the election of a new Audit Committee, which shall consist of at least three (3) members, the majority of whom must be independent of the audited entity, and shall constitute a Committee with both members of the BoD and third parties, and more specific will consist of two (2) non-members of the Board of Directors - Third Parties - and one (1) Independent non-Executive Member of the Company's Board of Directors. All above members of the Audit Committee fully meet all the requirements and criteria of independence as set forth in the current legal and regulatory framework (Article 9, paragraphs 1 and 2 of Law 4706/2020). Furthermore, it was decided that the term of the Audit Committee shall coincide with the term of the Company's Board of Directors, which was elected by the present Annual Ordinary General Meeting, namely to be five years, ending on May 28, 2030, and extended until the expiration of the deadline within which the next Ordinary General Meeting must be convened and until a relevant decision is made; in any case, however, it may not exceed six years.
Within the above framework, the following individuals were elected as members of the new Audit Committee:
Mr. Georgios Samothrakis, Independent Non-Executive Member of the Board of Directors,
Mr. Konstantinos Kotsilinis, non-mem-ber of the Board of Directors (third party),
Ms. Sofia Manessi, non-member of the Board of Directors (third party).
On the 14th item, the shareholders approved by majority the fees, salaries, compensation and other benefits, which will be paid to the members of the Board of Directors during the current fiscal year 2025 (01.01.2025-31.12.2025), which are in accordance with the updated Remuneration Policy of the Company. In addition pursuant to the same resolution adopted by majority, the Shareholders' Meeting provided the relevant authorization for the advance payment of the above remuneration for the period until the next Annual Ordinary General Meeting, in accordance with the provisions of article 109 of L. 4548 / 2018, as in force.
On the 15th item, the shareholders approved unanimously the implementation of a share buyback program by the Company in accordance with Article 49 of Law 4548/2018, and specifically approved the purchase, within a period of twenty-four
(24) months from the date of adoption of the present resolution, of up to 3,510,349 common registered shares which , in addition to the treasury shares currently held by the Company (863,796 own shares) correspond to 10% of the Company's current voting shares with a market price range for the share purchases is between fifty euro cents (€0.50) per share (minimum price) and ten euros (€10.00) per share (maximum price).
On the 16th item, the shareholders approved unanimously, pursuant to the provisions of article 98, par. 1 of Law 4548/2018 as in force, the granting of the permission and authorization to the Members of the Board of Directors, the Directors and the Managers of the Company, for their participation in the Board of Directors and the management of Company's subsidiaries and/or affiliated companies (existing or new) and, by extension, of the Group.
On the 17th item, the "Report of the Independent Non-Executive Members of the Board of Directors" (dated 06.05.2025) for the fiscal year 2024 (01.01.2024-31.12.2024) was submitted to the shareholders, in accordance with the provisions of article 9, par. 5 of Law 4706/2020.
The decisions of the General Meeting of Shareholders are posted on the Compa-ny's website at the link https://www.thrace-group.com/gr/en/general-meetings/
The Annual Ordinary General Meeting of Shareholders, that took place on May 28th 2025, approved unanimously the distribution (payment) of dividend to Company's Shareholders, from the earnings of the fiscal year 2024 (01.01.2024-31.12.2024)
and from previous fiscal years, and in particular, approved the payment of the total amount of 10.250.000 Euro (gross amount), i.e. 0.2343314986 Euros per share (gross amount).
It is reminded that the Company pursuant
to the relevant decision of the Board of Directors dated November 14th, 2024, has already made the allocation (distribution) to the shareholders of an interim dividend for the fiscal year 2024, on January 29th, 2025, of a total amount of 3,000,000 Euros (gross amount), i.e. 0.0685848289 Euros per share (gross amount), which with the corresponding increase of the 863,796 treasury shares, which were held by the Company and were excluded by law from the interim dividend distribution, amounted finally to 0.0699665112 Euros per share (gross amount).
Following the above, the remaining amount of the dividend to be distributed from the earnings of the fiscal year 2024 (01.01.2024-31.12.2024) amount-
ed to 7,250,000 Euros (gross amount),
i.e. 0.1657466698 Euros per share (gross amount), which after the increase corresponding to 863,796 own shares, which were held by the Company and are excluded from the dividend payment, amounted to 0.1690857354 Euro per share (gross amount).
The above amount of the dividend was subject to a 5% withholding tax, in accordance with articles 40, par. 1 and 64, par.
1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amendment of par. 24 of Law 4646/2019 (Government Gazette A΄ 201/12.12.2019).
Therefore, the final payable amount of dividend amounted to 0.1606314486 Euro per share (net amount).
The ex-dividend date for the dividend of the year 2024(Cut off Date) was set on Tuesday, 10 June 2025.
Beneficiaries of the remaining dividend of the fiscal year 2024 (01.01.2024-31.12.2024) were the shareholders registered in the Company's records in the Dematerialized Securities System on Wednesday, 11 June 2025 (Record Date).
The distribution (payment) of the above remaining dividend commenced on Monday, 16 June 2025 and was paid through the paying Bank "PIRAEUS BANK S.A.".
It was reminded that dividends which would not be collected until December 31st, 2030, would be waived (Greek Civil Code article 250, sect. 15), whereas the uncollected amounts would irrevocably be reimbursed to the Hellenic State in accordance with article 1 of legislative decree 1195/1942.
The Board of Directors of the Company announced
That the Annual Ordinary General Meeting of the Company's Shareholders, held on May 28, 2025, unanimously approved the election of a new twelve-member (12-member) Board of Directors (whose composition fully complies with the requirements, criteria, and provisions of Law 4706/2020 on corporate governance), with a five-
year term pursuant to Article 7(2) of the Company's Articles of Association, extended until the expiration of the deadline within which the next Annual Ordinary General Meeting must be convened and until the adoption of a relevant resolution and by the same resolution, the above General Meeting also appointed the Independent Members of the Board of Directors.
That, following the election of the new
twelve-member Board of Directors, the Board, at its meeting held on May 28, 2025, was constituted into a body as follows:
Konstantinos Chalioris, son of Stavros - Chairman of the Board of Directors (Executive Member),
Georgios Samothrakis, son of Panagiotis - Vice-Chairman of the Board of Directors (Independent Non-Execu-tive Member),
Dimitrios Malamos, son of Petros -Chief Executive Officer (Executive Member),
Athanasios Dimiou, son of Georgios - Member of the Board of Directors (Non-Executive Member),
Vasileios Zairopoulos, son of Stylianos - Member of the Board of Directors (Non-Executive Member),
Christos Shiatis, son of Panagiotis -Member of the Board of Directors (Non-Executive Member),
Theodoros Kitsos, son of Konstantinos - Member of the Board of Directors (Non-Executive Member),
Myrto Papathanou, daughter of Christos - Member of the Board of Directors (Independent Non-Executive Member),
Fotini-Marina Niforou, daughter of Georgios - Member of the Board of Directors (Independent Non-Executive Member),
Eleni Providi, daughter of Dimitrios -Member of the Board of Directors (Independent Non-ExecutiveMember),
Stylianos Vytogiannis, son of Konstantinos - Member of the Board of Directors (Independent Non-Executive Member) and
Ektoras - Panagiotis Souroulidis, son of Athanasios - Member of the Board of Directors (Independent Non-Execu-tive Member).
Announcement of the new formation of the Audit Committee and the Remuneration and Nomination CommitteeThe Board of Directors of the Company announced that:
The Annual Ordinary General Meeting of the Company's shareholders held on May 28, 2025, elected a new Audit Committee, in accordance with article 44 of Law 4449/2017, as amended by article 74 of Law 4706/2020, which is designated as a Committee, composed of two (2) Third Parties - Non-Members of the Board of Directors and one (1) Independent Non-Ex-ecutive Member of the Board of Directors.
Subsequently, on May 29, 2025, the newly formed Audit Committee held a meeting
and, following a vote among its members in accordance with the provisions of article 44 of Law 4449/2017, unanimously constituted itself into a body as follows:
Georgios Samothrakis, son of Panagiotis - Independent Non-Executive Member of the Board of Directors, Chairman of the Audit Committee,
Konstantinos Kotsilinis, son of Eleft-herios - Third Party (Non-Member of the Board), Member of the Audit Committee,
Sophia Manesi, daughter of Nikolaos - Third Party (Non-Member of the
Board), Member of the Audit Committee.
It was noted that all members of the Audit Committee, under its new formation, meet the requirements of article 44 of Law 4449/2017, possess sufficient knowledge of the Company's sector, as they also served on the previous composition of the Audit Committee, and demonstrably have sufficient auditing expertise, as evidenced by their detailed CVs available on the Com-pany's website.
The term of office of the Audit Committee coincides with the term of the Board of Directors elected by the Annual Ordinary General Meeting of May 28, 2025, i.e., five
(5) years, ending on May 28, 2030, extend-able until the date of the next Ordinary General Meeting and until a relevant resolution is adopted.
The new Board of Directors of the Company, which was elected by the Annual Ordinary General Meeting of Shareholders held on May 28, 2025, following its constitution into a body and the designation of its Independent Non-Executive Members, proceeded, at its meeting of May 29, 2025, to appoint - in accordance with the provisions of the applicable legal framework and the Operating Regulations of the Company's Remuneration and Nomination Committee - the new members of the said Committee (RNC), which constitutes a Board Committee, composed of three (3) members of the Board of Directors, including two (2) Independent Non-Executive Members, within the meaning of Article 9(1) and (2) of Law 4706/2020, as in force, and one (1) Non-Executive Member of the Board. The Committee exercises, since its establishment, the duties and responsibilities provided under Articles 11 and 12 of Law 4706/2020.
Specifically, the following individuals were appointed as members of the consolidated Company's Remuneration and Nomination Committee:
Theodoros Kitsos, son of Konstantinos - Non-Executive Member of the Board of Directors,
Myrto Papathanou, daughter of Christos - Independent Non-Executive Member of the Board of Directors,
Eleni Providi, daughter of Dimitrios -Independent Non-Executive Member of the Board of Directors.
For the sake of completeness, it was clarified that the Independent Non-Execu-tive Members of the Remuneration and Nomination Committee, namely Ms. Myrto Papathanou and Ms. Eleni Providi, fully meet the independence requirements and criteria set forth in the applicable legal framework (Article 9(1) and
(2) of Law 4706/2020). This compliance was reviewed, verified, and confirmed by the Annual Ordinary General Meeting of Shareholders held on May 28, 2025, when the above individuals were designated as Independent Non-Executive Members of the Board of Directors. The term of office of the Remuneration and Nomination Committee coincides with the term of the Board of Directors elected by the said General Meeting, i.e., five (5) years, expiring on May 28, 2030, and is extended until the deadline by which the next Annual Ordinary General Meeting must convene and until the relevant resolution is adopted.
Subsequently, during its meeting held on May 29, 2025, the members of the Remuneration and Nomination Committee unanimously elected Ms. Myrto Papathanou as Chair of the Committee, having first confirmed that she is independent from the audited entity within the meaning of the provisions of Article 9(1) and (2) of Law
4706/2020, as currently in force, specifically:
she does not directly or indirectly hold voting rights exceeding 0.5% of the Company's share capital and
she is free from any financial, business, family, or other relationship of dependence, as such dependence is further specified in paragraph 2 of Article 9 of Law 4706/2020, which could affect her decisions or her objective, independent, and impartial judgment.
Following the above, the Remuneration and Nomination Committee was constituted into a body as follows:
Myrto Papathanou, daughter of Christos - Independent Non-Executive Member of the Board of Directors, Chair of the Remuneration and Nomination Committee,
Theodoros Kitsos, son of Konstantinos - Non-Executive Member of the Board of Directors, Member of the Remuneration and Nomination Committee,
Eleni Providi, daughter of Dimitrios -Independent Non-Executive Member of the Board of Directors, Member of the Remuneration and Nomination Committee.
SECTION 2: Review of material Financial Figures of First Half 2025Group Financial Results
The following table depicts the Group's financial results for the first half of 2025 compared to the corresponding period of previous year:
Financial Results of First Half 2025
(amounts in thousand Euro)
First Half 2025
First Half 2024
Change %
Turnover
200,169
186,484
7.3%
Gross Profit
43,236
42,168
2.5%
Gross Profit Margin
21.6%
22.6%
ΕΒΙΤ (note 3.2)
10,762
12,027
-10.5%
EBIT Margin
5.4%
6.4%
EBITDA (note 3.2)
24,304
24,518
-0.9%
EBITDA Margin
12.1%
13.1%
Adjusted EBITDA
22,842
24,518
6.8%
Adjusted EBITDA Margin
11.4%
13.1%
Earnings before Taxes (EBT)
9,907
10,901
-9.1%
EBT Margin
4.9%
5.8%
Earnings after Taxes (EAT)
8,221
7,657
7.4%
EAT Margin
4.1%
4.1%
ΕΑΤ excluding NCI
7,860
7,270
8.1%
EAT Margin excluding NCI
3.9%
3.9%
Earnings per Share (in euro)
0.1833
0.1694
8.2%
Note: The alternative performance measures are presented and described analytically in the section 3 of the present Report.
It is noted that Adjusted EBITDA does not include expenses of €368 related to the reorganization of the subsidiary Don & Low LTD (see note 3.6), as well as foreign exchange gains of €1,830 arising from the liquidation of the subsidiary Thrace Linq INC. (see note 3.4).
Due to the specific characteristics of the industry in which it operates, the Group uses Alternative Performance Measures
specifically, sales volumes (in tons) increased by 7.3% compared to the first half of 2024, primarily due to strong demand in the Packaging sector, as well as increased sales volumes in the Technical Fabrics sector, despite the low demand observed in the European and global market.
Gross Profit
€43,236 (2.5%)
for the evaluation of results, which are de-
fined as follows:
EBIT is defined as operating earnings before taxes, and before financial and investment activities. (see "Segment Information, Statement of Comprehensive Income," note 3.2): € 10,762.
EBITDA comprises the operating earnings before taxes, depreciation and amortization and before financial and investment activities. EBITDA is calculated as follows:
"Operating profit / (loss) before taxes, financial and investment results - plus "De-preciation/Amortization", where:
Operating Profit / (loss) before taxes, financial and investment results (EBIT)
- (see "Segment Reporting, Income Statement for the Period", note 3.2):
€10,762
Depreciation/Amortization (see "Seg-ment Reporting, Income Statement for the Period", note 3.2): €13,542
The following analysis depicts the variances of the key financial figures of the first half of 2025, compared to the first half of 2024.
Turnover
€200,169 (7.3%)
The consolidated revenue increased by 7.3%, a growth mainly attributed to the increase in sales volumes compared to the first half of the previous year. More
Gross profit amounted to €43,236, posting a 2.5% increase compared to the first half of 2024. Gross profit margin settled at 21.6% in the first half of 2025 compared to 22.6% in the first half of 2024. The improvement in gross profit is primarily a result of increased sales volumes, despite pressure on average selling prices and cost increases in specific categories (e.g. energy cost).
EBITDA
€24,304 (-0.9%)
EBITDA amounted to €24,304, posting a 0.9% decrease compared to the first half of 2024. The EBITDA margin stood at 12.1%, versus 13.1% in the first half of 2024. Despite the significant increase in specific cost categories, the relatively small variance was primarily the result of higher sales during the semester. It should be noted that EBITDA includes expenses of
€368 related to the reorganization of the subsidiary Don & Low LTD (note 3.6), as well as foreign exchange gains of €1,830 arising from the liquidation of the Group's subsidiary Thrace Linq INC. (note 3.4).
EBIT
€10,762 (-10.5%)
Earnings before financial and investing activities and taxes (EBIT) amounted to
€10,762, posting a 10.5% decrease compared to the first half of 2024. According-
ly, The EBIT margin stood at 5.4%, versus 6.4% in the first half of 2024. The related decrease is attributed to the marginal deviation in operating profitability and the increased depreciation charges in the first half of 2025 (an increase of €1,051), compared to the corresponding period of the previous year.
Earnings before Taxes (ΕΒΤ
€9,907 (-9.1%)
Earnings before taxes (EBT) amounted to
€ 9,907, declined to 9,1%. The limited variance observed is essentially attributable to the marginal deviation in operating profitability and the increased depreciation charges during the first half of 2025, as already mentioned above, given that financial income, financial expenses, and the earnings from equity-accounted affiliates, in aggregate, did not change significantly year on year.
Earnings after Taxes (EAT)
€8,221 (7.4%)
Earnings after taxes (EAT) amounted to € 8,221, posting an increase of 7.4% compared to the first half of 2024, mainly due to lower estimated income tax. The EAT margin settled at 4.1%, remaining unchanged from the first half of 2024.
Earnings after Taxes excluding Non-Controlling Interest (NCI)
€ 7,860 (8.1%)
Earnings after Taxes excluding Non-Con-trolling Interest (NCI) amounted to €7,860, posting an 8.1% increase compared to the first half of 2024. The profit margin EAT without NCI remained stable at 3.9%, compared to the respective period in 2024.
Financial Results of the Group per Business Segment
The Group applies IFRS 8 to monitor its business activities by sector. The areas of activity of the Group have been defined based on the legal structure and the business activities of the Group. The Group Management, being responsible for making financial decisions, monitors the financial information separately as presented by the parent company and by each of its subsidiaries.
The operating segments (business units) are based on the different product categories, the structure of the Group's management and the internal reporting system. Using the criteria as defined in the accounting reporting standards and based on the Group's different activities, the
Group's business activity is divided into two sectors, namely the "Technical Fabrics" and the "Packaging" sector.
The information related to the business activities that do not comprise separate segments for reporting purposes, has been aggregated and depicted in the category "Other", which includes the agricultural sector and the activities of the Parent Company.
The operating segments (business units) of the Group are as follows:
Technical Fabrics Packaging Other
Production and trade of technical fabrics for industrial and technical use.
Production and trade of packaging products, plastic bags, plastic boxes
for packaging of food and paints and other packaging materials for agricultural use.
It includes the Agricultural sector and the business activity of the Parent company which apart from the investing activities provides also Administrative -
Financial - IT services to its subsidiaries.
The following table summarizes the course of financial results from continuing operations of the individual sectors in which the Group activated during the first half of the current year:
FINANCIAL RESULTS PER SEGMENT
Sector
Technical Fabrics
Packaging
Other
Intra-Segment Eliminations
Group
(amounts in EUR thousand)
First Half 2025
First Half 2024
% Ch.
First Half 2025
First Half 2024
% Ch.
First Half 2025
First Half 2024
First Half 2025
First Half 2024
First Half 2025
First Half 2024
Turnover
131,613
120,920
8.8%
74,381
70,980
4.8%
3,131
2,974
-8,956
-8,390
200,169
186,484
Gross Profit
25,831
23,678
9.1%
17,125
18,325
-6.5%
32
43
248
122
43,236
42,168
Gross Profit Margin
19.6%
19.6%
23.0%
25.8%
1.0%
1.4%
-
-
21.6%
22.6%
EBITDA
13,461
11,901
13.1%
11,244
12,924
-13.0%
-355
-282
-46
-25
24,304
24,518
EBITDA
Margin
10.2%
9.8%
15.1%
18.2%
-11.3%
-9.5%
-
-
12.1%
13.1%
Consolidated Statement of Financial Position
The following table summarizes the main financial figures of the Group's financial position as of 30/06/2025 and 31/12/2024:
(amounts in thousand Euro)
30/06/2025
31/12/2024
Change %
Property, Plant & Equipment
195,645
193,529
1.1%
Right-of-use assets
2,531
3,065
-17.4%
Investment Property
113
113
0.0%
Intangible Assets
10,569
10,226
3.4%
Investments in Joint Ventures
18,600
20,430
-9.0%
Net benefit from defined benefit plans
6,266
5,980
4.8%
Other Long-term Receivables
162
158
2.5%
Deferred Tax Assets
955
815
17.2%
Total Non-Current Assets
234,841
234,316
0.2%
Inventories
84,068
85,105
-1.2%
Income Tax Prepaid
956
954
0.2%
Trade Receivables
89,053
73,151
21.7%
Other Receivables
9,830
7,166
37.2%
Derivative Financial Products
389
-
-
Fixed Assets held for sale
1,646
1,698
-3.1%
Cash & Cash Equivalents
25,569
33,456
-23.6%
Total Current Assets
211,511
201,530
5.0%
TOTAL ASSETS
446,352
435,846
2.4%
TOTAL EQUITY
271,093
275,169
-1.5%
Long-term Borrowings
39,108
33,248
17.6%
Liabilities from Leases
1,349
1,619
-16.7%
Provisions for Employee Benefits
2,060
1,907
8.0%
Deferred Tax Liabilities
5,448
5,507
-1.1%
Other Long-term Liabilities
341
403
-15.4%
Total Long-term Liabilities
48,306
42,684
13.2%
Short-term Borrowings
40,024
31,731
26.1%
Liabilities from Leases
987
1,282
-23.0%
Income Tax
2,614
2,414
8.3%
(amounts in thousand Euro)
30/06/2025
31/12/2024
Change %
Trade payables
56,639
55,500
2.1%
Other Short-term Liabilities
26,689
26,940
-0.9%
Derivative Financial Products
-
126
-
Total Short-term Liabilities
126,953
117,993
7.6%
TOTAL LIABILITIES
175,259
160,677
9.1%
TOTAL EQUITY & LIABILITIES
446,352
435,846
2.4%
ASSETS
Non-Current Assets
€234,841 (0.2%)
Non-Current Assets posted a marginal increase, which is solely attributed to property, plant and equipment additions (an increase of €2,116).
It is noted that during the current period, the Group is proceeding smoothly with the implementation of its planned investment program, amounting to €30,000 on a cash basis, with additions of fixed assets up to €16,424 (outflows) within the first half of 2025, concerning the facilities and the production equipment of both sectors of activity in Greece and abroad.
Current Assets
€211,511 (5.0%)
The increase in the current assets by 5.0% was mainly due to the significant increase in trade receivables, as expected, due to higher sales during the period, as well as due to seasonality effects.
Inventories: €84,068 (-1.2%) Inventories posted a slight decrease of 1.2% compared to the end of the previous fiscal year, despite increased stock volumes, mainly in raw and auxiliary materials due to heightened activity, and therefore the decline is attributed to lower average pur-
chase prices.
Trade Receivables:
€89,053 (21.7%)
The increase in trade receivables is attributed to the business growth, driven both by higher volumes and seasonality factors.
EQUITY AND LIABILITIES
Equity
€271,093 (-1.5%)
Equity amounted to € 271,093, decreased by 1.5% compared to 31.12.2024.
Net Debt
€55,899
The net debt amounted to €55,899, while on 31.12.2024 the Group had a net debt level of €34,424. The "Net Debt / Equity" ratio stood at 0.21x on 30.06.2025 versus 0.13x on 31.12.2024. It is noted that the increase in Net Debt is primarily the result of an increase in Net Working Capital by approximately €14 million, driven by the growth in business activity, due to both higher volumes and seasonality factors. Nevertheless, Net Debt remains at relative-
ly low levels and is expected to decrease over the coming quarters and within the next fiscal year.
Short-term Liabilities
€126,953 (7.6%)
Short-term liabilities amounted to €126,953
compared to €117,993 on 31.12.2024, posting an increase of 7.6%.
Trade payables:
€56,639 (2.1%)
The increase in Trade payables was mainly due to seasonality.
Consolidated Cash Flows
With regard to consolidated cash flows, on 30.06.2025 the Group recorded cash and cash equivalents of € 25,569 compared to €34,363 on 30.06.2024.
CASH FLOWS | 30.06.2025 | 30.06.2024 |
EBITDA | 24,304 | 24,518 |
Non cash and non-operating movements | (1,129) | (525) |
Change in working capital | (15,002) | 7,251 |
Cash Flows from Operating Activities | 8,173 | 31,244 |
Interest & income taxes & other financial expenses paid | (3,117) | (2,956) |
Total inflows/outflows from operating activities | 5,056 | 28,288 |
Investing activities | (15,731) | (16,482) |
Financing activities | 3,482 | (5,696) |
Net increase/(decrease) in cash and cash equivalents | (7,193) | 6,110 |
Cash and cash equivalents at beginning of period | 33,456 | 27,801 |
Effect from changes in foreign exchange rates on cash reserves | (694) | 452 |
Cash and cash equivalents at end of period | 25,569 | 34,363 |
In the context of its decision making concerning the financial, operating and strategic planning as well as the evaluation of its performance, the Group utilizes Alternative Performance Measures (APM). These indicators mainly serve the better understanding of the financial and operating results of the Group, its financial posi-
tion as well as its cash flow statement. The Alternative Performance Measures (APM) should be always taken into account in line with the financial statements which have been prepared according to the International Financial Reporting Standards and in no case the APM replace the above.
Alternative Performance Measures (APMs)
ΕΒΙΤ
(The indicator of earnings before financial and investing activities as well as taxes)
EBITDA
(The indicator of operating earnings before financial and investing activities as well as depreciation, amortization, impairment and taxes)
Adjusted EBITDA
(The indicator of operating earnings before interest, tax, depreciation, amortization, and impairment losses, adjusted for non-recurring or exceptional items)
Net Debt
The EBIT serves the better analysis of the Group's operating results and is calculated as follows: Turnover minus Cost of Sales plus other operating income minus the total operating expenses, before the financial and investing activities and taxes. The EBIT margin (%) is calculated by dividing the EBIT by the total turnover
The EBITDA serves the better analysis of the Group's operating results and is calculated as follows: Turnover minus Cost of Sales plus other operating income minus the total operating expenses before the depreciation of tangible assets, the amortization of grants and the
impairments, as well as before the financial and investing activities and taxes. The EBITDA margin (%) is calculated by dividing the EBITDA by the Turnover.
The Adjusted EBITDA metric provides a more accurate and meaningful analysis of the Group's operating performance, as it excludes items that are not related to recurring operating activity.
The Adjusted EBITDA margin (%) is calculated by dividing Adjusted EBITDA by total revenue.
It is calculated as the sum of long-term loans plus longterm lease liabilities plus short-term loans plus short-term lease liabilities minus the balance of cash & cash equivalents.
Net Debt / Equity It is calculated as the ratio of Net Debt (see above) to
Total Equity.
Net Debt / EBITDA It is calculated as the ratio of Net Debt (see above) to
EBITDA.
SECTION 4: Significant Transactions with Related Parties during the First Half of 2025The material transactions of the Company with related parties during the first half of 2025 are presented below:
Revenues * - Income 30.06.2025
Don & Low LTD €508
Thrace Nonwovens &
secure long-term loans. On 30th June 2025, the outstanding amount for which the Company had provided guarantee settled at € 65,485 (31.12.2024: € 53,283).
The remuneration and fees granted to the members of the Boards of Directors of the Group companies during the first half of
Geosynthetics Single Person Α.Β.Ε.Ε.
Thrace Polyfilms Single Person Α.Β.Ε.Ε.
€937
€261
2025 amounted to € 2,372 compared to € 2,259 in the same period of 2024, whereas of the Company to € 756 compared to
€ 735 in the first half of the previous year.
Thrace Plastics Pack A.B.E.E. €639
Thrace Ipoma A.D. €218
Synthetic Holdings LTD €225
Thrace Synthetic Packaging €195 LTD
Thrace Polybulk A.B. €121
Thrace Polybulk A.S. €119
Total €3,223
* Revenues refer to fees for administrative services provided by the Parent Company to its subsidiaries.
The Company has granted guarantees to banks in favor of its subsidiaries in order to
The remuneration concerns the Boards of Directors of 17 companies in which 31 people participate and includes salaries of the executive members of the Boards of Directors, other fees and benefits granted to both executive and non-executive members.
There were no transactions between the Company, the Group and its related parties which could have material impact on the financial position and performance of the Company and the Group during the first half of 2024.
All transactions described above have been carried out under the arm's length principle.
SECTION 5: Main Risks and UncertaintiesFinancial Risk Management
The financial assets used by the Group, mainly consist of bank deposits, bank overdrafts, receivable accounts, payable accounts and loans.
The Group's activities, in general, create
several financial risks. Such risks include market risk (foreign exchange risk and risk from changes of raw materials prices), credit risk, liquidity risk and interest rate risk.
Risk from fluctuation of prices of raw materials
The Group is exposed to fluctuations in the price of polypropylene (represents 44% approximately of the cost of sales), which are mainly faced by a similar change in the selling price of the final product. The possibility that the increase in the price of polypropylene cannot be fully passed on
to the selling price, causes unavoidably the compression of margins. For this reason, the Company accordingly adjusts, to the extent it is feasible, its inventory policy as well as its commercial policy in general. Hence, in any case, the particular risk is deemed as relatively controlled.
Credit Risk
The credit risk to which the Group and the Company are exposed is the likelihood that a counterparty will cause financial loss to the Group and the Company as a result of the breach of its contractual liabilities.
The maximum credit risk to which the Group and the Company are exposed at the date of preparation of the financial statements is the book value of their financial assets. In order to address credit risk, the Group consistently applies a clear credit policy, which is monitored and evaluated on an ongoing basis so that the credit granted does not exceed the credit limit per customer. Client sales insurance policies are also concluded per customer and no tangible guarantees on the assets of clients are required.
In order to monitor credit risk, customers are grouped according to the category they belong to, their credit risk characteristics, the maturity of their receivables and any previous receivables that they have caused, and taking into account future factors as well as the economic environment.
Impairment
The Group and the Company, in the financial assets that are subject to the model of expected credit losses, include receivables
from customers and other financial assets.
The Group and the Company recognize provisions for impairment with regard to the expected credit losses of all financial assets. The expected credit losses are based on the difference between the contractual cash flows and the entire cash flows which the Group (or the Company) anticipates to receive. The difference is discounted by using an estimate concerning the initial effective interest rate of the financial asset. For the trade receivables, the Group and the Company applied the simplified approach of the accounting standard and calculated the expected credit losses based on the expected credit losses for the entire lifetime of these items. Regarding the remaining financial assets, the expected credit losses are being calculated according to the losses of the next 12 months. The expected credit losses of the following 12 months is part of the anticipated credit losses for the entire life of the financial assets, which emanates from the probability of a default in the payment of the contractual obligations within the next 12-month period starting from the reporting date. In case of a significant increase in credit risk since the initial recognition, the provision for impairment will be based on the expected credit losses of the entire life of the asset.
At the date of the preparation of the finan-
