Annual report
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AS PRFoods Consolidated Audited Annual Report 2024/2025 (translation from the Estonian original) 2024/2025 ANNUAL REPORT
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 1 Consolidated Audited Annual Report of 2024/2025 Financial Year Business name AS PRFoods Commercial register number 11560713 Address Kärsa, Suure-Rootsi, Saaremaa parish, Saare county, 94129, Estonia Phone +372 452 1470 Website prfoods.ee Main activities Production and sale of fish products Fish farming Reporting period 1 July 2024 – 30 June 2025 Auditor KPMG Baltics OÜ
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 2 Consolidated Audited Annual Report of 2024/2025 Financial Year TABLE OF CONTENTS CORPORATE PROFILE ................................ ................................ ................................ ................................ ................................ .......... 3 MANAGEMENT REPORT ................................ ................................ ................................ ................................ ................................ ........ 7 OVERVIEW OF ECONOMIC ACTIVITIES ................................ ................................ ................................ ................................ ........... 7 MANAGEMENT AND SUPERVISORY BOARDS ................................ ................................ ................................ ............................... 14 SHARE AND SHAREHOLDERS ................................ ................................ ................................ ................................ ........................ 15 BOND AND BONDHOLDERS ................................ ................................ ................................ ................................ ............................ 18 SOCIAL RESPONSIBILITY ................................ ................................ ................................ ................................ ................................ 20 ENVIRONMENTAL RESPONSIBILITY ................................ ................................ ................................ ................................ .............. 20 REPORT ON CORPORATE GOVERNANCE ................................ ................................ ................................ ................................ .... 21 REMUNERATION REPORT ................................ ................................ ................................ ................................ .............................. 26 CONSOLIDATED FINANCIAL STATEMENTS ................................ ................................ ................................ ................................ ....... 28 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................ ................................ ................................ .............. 28 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................ ................................ ................................ .... 29 CONSOLIDATED STATEMENTS OF CASH FLOWS ................................ ................................ ................................ ........................ 30 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ................................ ................................ ................................ .............. 31 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................................ ................................ ................................ ........ 32 NOTE 1. GENERAL INFORMATION ................................ ................................ ................................ ................................ ................ 32 NOTE 2. BASES FOR PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS ................................ ................................ ..... 32 NOTE 3. FINANCIAL RISKS ................................ ................................ ................................ ................................ .......................... 43 NOTE 4. MANAGEMENT JUDGEMENTS AND ESTIMATES ................................ ................................ ................................ ................. 48 NOTE 5. CASH AND CASH EQUIVALENTS0 ................................ ................................ ................................ ................................ ... 49 NOTE 6. TRADE AND OTHER RECEIVABLES ................................ ................................ ................................ ................................ .. 49 NOTE 7. PREPAYMENTS ................................ ................................ ................................ ................................ ............................. 50 NOTE 8. INVENTORIES ................................ ................................ ................................ ................................ ............................... 50 NOTE 9. SUBSIDIARIES ................................ ................................ ................................ ................................ .............................. 50 NOTE 10. DEFERRED TAX ................................ ................................ ................................ ................................ ........................ 51 NOTE 11. TANGIBLE ASSETS ................................ ................................ ................................ ................................ .................... 52 NOTE 12. INTANGIBLE ASSETS ................................ ................................ ................................ ................................ ................. 53 NOTE 13. LEASES ................................ ................................ ................................ ................................ ................................ ... 54 NOTE 14. INTEREST-BEARING LIABILITIES ................................ ................................ ................................ ................................ . 55 NOTE 15. PAYABLES AND PREPAYMENTS ................................ ................................ ................................ ................................ .. 58 NOTE 16. GOVERNMENT GRANTS ................................ ................................ ................................ ................................ ............. 58 NOTE 17. EQUITY ................................ ................................ ................................ ................................ ................................ .... 58 NOTE 18. SEGMENT REPORTING ................................ ................................ ................................ ................................ .............. 60 NOTE 19. COST OF GOODS SOLD ................................ ................................ ................................ ................................ ............. 62 NOTE 20. SALES AND MARKETING EXPENSES ................................ ................................ ................................ ........................... 62 NOTE 21. GENERAL AND ADMINISTRATIVE EXPENSES ................................ ................................ ................................ ................ 62 NOTE 22. STAFF COSTS ................................ ................................ ................................ ................................ .......................... 63 NOTE 23. OTHER OPERATING INCOME AND EXPENSES ................................ ................................ ................................ .............. 63 NOTE 24. FINANCIAL INCOME AND EXPENSE ................................ ................................ ................................ ............................. 63 NOTE 25. INCOME TAX EXPENSES ................................ ................................ ................................ ................................ ............ 64 NOTE 26. TRANSACTIONS WITH RELATED PARTIES ................................ ................................ ................................ .................... 64 NOTE 27. ASSOCIATES ................................ ................................ ................................ ................................ ............................ 65 NOTE 28. GOING CONCERN ................................ ................................ ................................ ................................ ...................... 65 NOTE 29. EVENTS AFTER THE REPORTING PERIOD ................................ ................................ ................................ ......... 66 NOTE 30. THE PARENT COMPANY PRIMARY’S FINANCIAL STATEMENTS ................................ ................................ ....................... 67 MANAGEMENT BOARD’S CONFIRMATION TO THE ANNUAL REPORT ................................ ................................ ............................ 71 INDEPENDENT AUDITOR’S REPORT ................................ ................................ ................................ ................................ .................. 72 PROPOSAL FOR PROFIT DISTRIBUTION ................................ ................................ ................................ ................................ ........... 78
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 3 Consolidated Audited Annual Report of 2024/2025 Financial Year CORPORATE PROFILE AS PRFoods (“Group”) is a company engaged in the production and sale of fish products. The company’s shares were listed on the Nasdaq Tallinn Stock Exchange main list from 5 May 2010 until 3 September 2025. As of 4 September 2025, the company’s shares are listed on the Baltic Secondary List. The company’s bonds have been listed on the Nasdaq Tallinn Stock Exchange bond list since 6 April 2020. The Group's main activities are the production and marketing of fish products. The Group's main product range includes salmon and rainbow trout products. The necessary raw fish is purchased by the Group from Estonia, Norway, and Denmark. Fish products are manufactured in two modern factories located in Saaremaa (Estonia) and Aberdeen (Great Britain). Products of the Group are sold as leading brands in their respective operating market and the primary focus is on higher valu e- added premium products, increasing thereby the profitability of the company. In our factories, we primarily process rainbow trout and salmon, and in smaller quantities, also whitefish, perch, pike -perch, vendace, sprat, and herring. We always place the fish in a place of honour during processing, which is why we smoke the fish using traditional alder wood chips. Since our product range is quite wide, a favourite product can be found for the whole family – lightly salted trout slices, which have been awarded the title of the Best Fish Product in Estonia, children's favourite trou t cutlets, or trout roe for a more festive occasion. The Group is actively involved in developing new products for expanding also to new export markets. THE GEOGRAPHY OF PRODUCTION AND SALES Purchase of raw fish Norway Denmark Estonia Production Estonia Great Britain Sales Great Britain Estonia
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 4 Consolidated Audited Annual Report of 2024/2025 Financial Year MISSION PRFoods produces a variety of tasty, healthy and innovative fish products. With our high-quality products, we are a reliable partner for both end users and stores. PRFoods is caring and innovative, socially responsible and modern. Environmental friendliness is very important to us, and we are trying to minimize our environmental footprint with innova tive packaging lines and materials and renewable energy solutions. VISION We wish to be the best and well -known dealer and producer of delicious eco -friendly fish and fish products in the British and Baltic markets and the seller of high value premium fish products worldwide. STRATEGIC OBJECTIVES ● To be among the two leading brands in our operating markets and a recognized premium seafood brand globally. STRENGTHS ● Determined - objective-driven organisational development and competent employees. ● Well-known -leading brands in the Scandinavian, Baltic markets and in the Great Britain. ● History and competence - well-established products on the Finnish and Great Britain market for more than 30 years. ● Sustainability -geographically suitable scope and diversified product portfolio ensure sustainable development. RISKS ● High volatility of raw material prices.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 5 Consolidated Audited Annual Report of 2024/2025 Financial Year GROUP STRUCTURE AS AT 30.06.2025 The most significant trademarks of the Group are “PRFoods”, “Saare Kala” and “John Ross Jr Aberdeen“. 64% of Coln Valley Smokery Ltd shares owned by JRJ & PRF Ltd and 36% by John Ross Jr (Aberdeen) Ltd
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 6 Consolidated Audited Annual Report of 2024/2025 Financial Year MANAGEMENT REPORT
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 7 Consolidated Audited Annual Report of 2024/2025 Financial Year MANAGEMENT REPORT OVERVIEW OF ECONOMIC ACTIVITIES MANAGEMENT COMMENTARY The 2024/2025 financial year was a significant and transformative period for PRFoods , marked by the stabilisation of the company’s financial position. The successful restructuring of debt obligations substantially strengthened the Group’s financi al standing, reduced liquidity -related pressures on day -to-day operations, ensured business co ntinuity, preserved jobs, and protected the position of creditors. As a result of the restructuring, the Group has taken a decisive step towards stable and sustainable growth while continuing its efforts to meet the expectations set out in the restructuring plan. The restructuring, which extended the maturity of debt obligations until 31 March 2028 and set an interest rate of 0%, considerably eased pressure on cash flows and created a foundation for implementing the company’s strategic action plan, as defin ed in the restructuring agreement. During the 2024/2025 financial year, the Group continued its operations in two production units on Saaremaa and in Aberdeen focusing primarily on the production and sale of higher value -added fish products. The Group’s sales revenue increased by approximately 10% year -on-year, reaching EUR 18.8 million. Growth was driven by both the United Kingdom market, which accounted for ap proximately 74% of total sales, and the Estonian market, where sales increased by about 12%. Sales growth was supported by the gradual recovery in demand for premium-segment products and the rebound in exports. The improvement in performance was also reflected in profitability indicators. Gross profit increased by 0.8 million euros, reaching 4.0 million euros. Although the Group’s operating result remained negative, the operating loss decreased significantly (-0.6 million euros compared to -3.3 million euros in the previous year). Due to the IFRS requirement to measure post -restructuring debt obligations initially at their fair value, a one-off financial income of 9.6 million euros was recognised from the restructuring, resulting in a net profit of 7.3 million euros for the financial year. Without the impact of the restructuring, the net result for the year would have been a loss of 1.8 million euros, which nevertheless represents a significant improvement in operating performance compared to the previous year. The Saaremaa unit continued to increase production volumes and market share. In addition to revenue growth, attention has been directed towards improving efficiency and profitability. Demand for Saare Kala products has shown a positive growth trend in both domestic and export markets. The UK subsidiary, John Ross Jr (Aberdeen) Ltd, maintained positive profitability and successfully continued to hold a strong market position. Consistent efforts by the Scottish management and the strength of the brand have ensured stable results despite challenges in the sector and fluctuations in raw material prices. The Management Board remains focused on restoring profitability and enhancing operational efficiency. The goal is to utilise the stability achieved through the restructuring to increase operating cash flows, thereby strengthening the capital base and value of the Group’s companies and supporting the achievement of the restructuring objectives. We would like to thank all our employees, partners, and investors for their dedication, trust, and perseverance. The difficul t decisions and restructuring efforts of recent years have laid the foundation for a stronger Group and ensured the company’s continued operations. Sincerely, Timo Pärn Member of the Management Board Kristjan Kotkas Member of the Management Board
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 8 Consolidated Audited Annual Report of 2024/2025 Financial Year KEY RATIOS OF THE GROUP KEY RATIOS* INCOME STATEMENT mln EUR (unless stated otherwise) Formula / Comment 2024/2025 2023/2024 2022/2023 2021/2022 2020/2021 Sales Sales 18.8 17.1 19.6 42.1 58.7 Gross profit Net sales – Cost of goods sold 4.0 3.2 3.6 3.1 5.0 EBITDA from operations Profit before one-offs and fair value adjustment on biological assets 0.1 -0.3 0.3 -1.7 -1.2 EBITDA Profit (Loss) before financial income and costs, tax, depreciation and amortisation 0.1 -0.3 0.3 -1.9 -1.3 EBIT Operating profit (loss) -0.6 -3.3 -1.0 -4.2 -3.9 EBT Profit (loss) before tax 7.6 -4.6 0.4 -8.2 -5.0 Net profit (-loss) 7.3 -4.7 0.3 -8.1 -5.2 Gross margin Gross profit / Net sales 21.2% 18.7% 18.3% 7.4% 8.5% Operational EBITDA margin EBITDA from operations/Net sales 0.6% -2.0% 1.5% -4.1% -2.1% EBITDA margin EBITDA /Net sales 0.6% -2.0% 1.5% -5.1% -2.1% EBIT margin EBIT / Net sales -3.3% -19.4% -5.1% -9.9% -6.6% EBT margin EBT / Net sales 40.4% -26.9% 2.0% -19.5% -8.5% Net margin Net profit (loss) / Net sales 39.1% -27.3% 1.5% -19.4% -8.8% Operating expense ratio Operating expenses / Net sales -24.0% -27.1% 24.0% 17.1% 16.1%
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 9 Consolidated Audited Annual Report of 2024/2025 Financial Year BALANCE SHEET mln EUR (unless stated otherwise) Formula / Comment 30.06.2025 30.06.2024 30.06.2023 30.06.2022 30.06.2021 Net debt Short- and long-term loans and borrowings – Cash 6.2 14.3 16.7 24.7 22.4 Equity 10.5 3.2 8.3 8.1 15.8 Working capital Current assets – Current liabilities 1.2 -9.2 0.0 -3.2 -3.2 Assets 20.2 21.9 30.2 38.9 55.6 Liquidity ratio Current assets / Current liabilities 1.5x 0.3x 1.0x 0.7x 0.8x Equity ratio Equity / Total assets 52.0% 14.6% 27.4% 20.7% 28.4% Gearing ratio Net debt / (Equity + Net debt) 37.0% 81.8% 66.9% 75.4% 58.7% Debt to Asset Total debt/Total assets 0.5x 0.9x 0.7x 0.8x 0.7x Net debt-to-EBITDA from operations Net debt / EBITDA from operations 54.3x -42.5x 55.8x -14.5x -17.9x ROE Net profit (loss) / Average equity 107.0% -81.4% 4.1% -68.5% -29.0% ROA Net profit (loss) / Average assets 34.8% -17.9% 1.0% -17.3% -9.2% * Consolidating unit is a holding company and forms insignificant part of operations of the Group, thus the consolidating unit’s ratios are not presented ** before one-offs and fair value adjustment of biological assets REVENUE The Group’s sales revenue for the 2024/2025 financial year amounted to 18.8 million euros, which is 1.7 million euros higher compared to the same period of the previous financial year, when sales totalled 17.1 million euros. The Group’s largest market is the United Kingdom, accounting for 73.5% of the Group’s sales revenue. The second largest market is Estonia, which accounted for 26.5% of the Group’s sales revenue. GEOGRAPHIC SEGMENTS mln EUR 2024/2025 Share, % 2023/2024 Share, % Change, mln EUR Change, % Imp. United Kingdom 13.8 73.5% 12.6 73.7% 1.2 9.5% ▲ Estonia 5.0 26.5% 4.5 26.3% 0.5 10.8% ▲ Total 18.8 100.0% 17.1 100.0% 1.7 9.8% ▲ The sales revenue from the United Kingdom for the financial year was 13.8 million euros, representing an increase of 9.5% compared to 1 2.6 million euros in the previous financial year. The UK accounted for 73. 5% of the total revenue in the 2024/2025 financial year (2023/2024: 73.7% of total revenue). The sales revenue from Estonia for the financial year was 5.0 million euros, an increase of 10.8% from 4.5 million euros in the previous financial year. Estonia's revenue accounted for 26. 5% of the total revenue in the financial year (202 3/2024: 26.3% of total revenue).
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 10 Consolidated Audited Annual Report of 2024/2025 Financial Year The main product segments of the group are hot and cold smoked products and fresh fish and fish fillets, which make up the majority of sales, sales of other fish products are less than 15%. Over 50% of customer segments are retail chains, followed by wholesale, HoReCa and others. COSTS 2024/2025 2023/2024 Change Imp. 2024/2025 2023/2024 Change Imp. mln EUR mln EUR mln EUR As % of sales AS % of sales %-point Sales 18.8 17.1 1.7 ▲ 100.0% 100.0% Cost of goods sold -14.8 -13.9 -0.9 ▲ -78.7% -81.3% 2.6% ▲ materials in production & cost of goods purchased for resale -10.8 -9.9 -0.9 ▲ -57.4% -57.9% 0.4% ▲ labour costs -2.7 -2.3 -0.4 ▼ -14.4% -13.5% -0.9% ▼ depreciation -0.5 -0.7 0.2 ▲ -2.7% -4.1% 1.4% ▲ other cost of goods sold -0.8 -1.0 0.2 ▲ -4.3% -5.8% 1.6% ▲ Operating expenses -4.5 -4.6 0.1 ▲ -24.0% -26.9% 2.9% ▲ labour costs -1.4 -1.6 0.2 ▲ -7.7% -9.4% 1.7% ▲ transport & logistics services -1.1 -1.1 0.0 ▲ -6.0% -6.4% 0.5% ▲ depreciation -0.2 -0.4 0.2 ▲ -1.1% -2.3% 1.3% ▲ Marketing & R&D -0.1 -0.1 0.0 ▲ -0.7% -0.6% -0.1% ▲ other operating expenses -1.6 -1.4 -0.2 ▼ -8.6% -8.2% -0.4% ▼ Other income/expenses -0.1 -1.9 1.8 ▲ -0.5% -11.1% 10.6% ▲ Financial income / expense 8.3 -1.1 9.4 ▲ 44.1% -6.4% 50.6% ▲ COST OF GOODS SOLD (COGS) The cost of goods sold for the 202 4/2025 financial year was 14.8 million euros, accounting for 78.7% of sales revenue (2023/2024: 13.9 million euros, 81.3% of revenue). The cost of goods sold increased by 0.9 million euros compared to the previous financial year. 73.5% 26.5% GREAT BRITAIN
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 11 Consolidated Audited Annual Report of 2024/2025 Financial Year In the expense category "materials in production & cost of goods purchased for resale," the amount of 10.8 million euros (2023/2024: 9.9 million euros) is primarily comprised of costs for raw materials (raw fish), which account for about 75% of the total. The remaining portion consists mainly of packaging costs. Labour cost of personnel employed in production and fish farms totalled 2.7 million euros and formed 14.4% of total sales (2023/2024: 2.3 million euros, 13.5% of sales). Other cost of goods sold and amortization amounted to 1.3 million euros and formed 6.9% of total sales (2023/2024: 1.7 million euros, 9.9% of sales). Other costs of goods sold include expenses for heating and electricity, rent, utilities, and auxiliary activities related to fish farming and production. OPERATING EXPENSES Operating expenses amounted to 4.5 million euros and accounted for 24.0% of the total sales (202 3/2024: 4.6 million euros, 26.9% of sales), down by 0.1 million euros compared to the previous financial year. The majority of operating costs are costs on transport & logistics 1.1 million euros (2023/2024: 1.1 million euros) and on labour 1.4 million euros (2024/2024: 1.6 million euros). PROFITABILITY The Group’s gross profit of 2024/2025 financial year was 4.0 million euros, i.e. 0.8 million euros more than in the previous financial year (2023/2024: 3.2 million euros). EBITDA from operations before one-offs and fair value adjustments was 0.1 million euros i.e. 0.4 million euros more compared to the previous financial year (202 3/2024: -0.3 million euros). EBITDA of the financial year was 0.1 million euros i.e. 0.4 million euros more than in the previous financial year (202 3/2024: -0.3 million euros). The operating loss for the 2024/2025 financial year was 0.6 million euros (2023/2024: 3.3 million euros), and the net profit was 7.3 million euros (2023/2024: net loss of 4.7 million euros). The 2024/2025 financial year result was significantly influenced by a one-off financial income of 9.6 million euros recognised from the restructuring of debt obligations. Excluding the effects related to the restructuring of debt obligations (the one -off income and interest expense recognised under the effective interest rate method), the net result for the 2024/2025 financial year would have been a net loss of 1.8 million euros. In the 2023/2024 financial year, the goodwill of the United Kingdom segment was written down by 1.9 million euros, while no impairment was iden tified in the 2024/2025 financial year. The operating loss for 2023/2024, excluding goodwill impairment, was 1.4 million euros, and the net loss was 2.8 million euros. The operating profit margin for the financial year was -3.3% (2023/2024: -19.4%), and the net profit margin was 39.1% (2023/2024: -27.3%). Excluding the impact of goodwill impairment, the operating profit margin for the 2023/2024 financial year was -8.2%, and the net profit margin was -16.4%. The net profit margin for the 2024/2025 financial year, excluding the effects of the debt restructuring, was -9.5%. STATEMENT OF FINANCIAL POSITION As at 30.06.2025 consolidated total assets of the Group stood at 20.2 million euros. The year before i.e. as at 30.06.2024 the balance sheet totalled 21.9 million euros. The Group`s current assets stood at 3.7 million euros as at 30.06.2025 (30.06.2024: 4.2 million euros). Non-current assets totalled 16.6 million euros (30.06.2024: 17.7 million euros). Current liabilities totalled 2.5 million euros as at 30.06.2025 (30.06.2024: 13.5 million euros). Non-current liabilities totalled 7.2 million euros (30.06.2024: 5.3 million euros). Equity of PRFoods was 10.5 million euros (30.06.2024: 3.2 million euros).
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 12 Consolidated Audited Annual Report of 2024/2025 Financial Year As at the end of the financial year, the Group’s cash and cash equivalents amounted to 0 .3 million euros, i.e. 1% of the balance sheet total (30.06.2024: 0.2 million euros, 1% of the balance sheet total). Receivables and prepayments amounted to 1.7 million euros as at 30.06.2025 compared to 30.06.2024, when receivables and prepayments amounted to 2.4 million euros. Tangible assets of the Group were as at the end of the financial year 3.6 million euros (30.06.2024: 4.2 million euros) and intangible assets were 13.0 million euros (30.06.202 4: 13.1 million euros), down by 0.6 million and 0.2 million euros, respectively, compared to the end of the previous financial year. Current loans and borrowings of the Group were as at 30.06.202 5 1.0 million euros (30.06.202 4: 10.9 million euros) decreased by 9.9 million euros over a year. Payables amounted to 1.6 million euros as at 30.06.202 5 (30.06.2024: 2.6 million euros), down by 1.0 million euros compared to the end of the previous financial year. Non-current interest-bearing liabilities stood at 5.5 million euros as at the end of the financial year (30.06.2024: 3.6 million euros) increased by 1.9 million euros compared to the end of the previous financial year. The registered share capital of the Group was 7.7 million euros as at 30.06.2025 (30.06.2024: 7.7 million euros). CASH FLOWS PRFoods' cash and cash equivalents at the beginning of the 2024/2025 financial year were 0.2 million euros and 0.3 million euros at the end. Cash flow from operating activities in the 2024/2025 financial year was +0.1 million euros, compared to +0.4 million euros in the previous financial year. Cash flow from investing activities for the financial year was +0.2 million euros, compared to +2.0 million euros in the previous financial year. Cash flow from financing activities for the financial year was -0.2 million euros, compared to -2.4 million euros in the previous financial year. 82% 81% 18% 19% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 30.06.2025 30.06.2024 Assets Non-current assets Current assets 48% 85% 52% 15% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 30.06.2025 30.06.2024 Capital Liabilities Equity
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 13 Consolidated Audited Annual Report of 2024/2025 Financial Year CHANGE IN CASH FLOWS 2024/2025 VS 2023/2024 PERSONNEL The average number of employees during the financial year, including members of the Group's management and supervisory bodies, was 14 5, compared to an average of 145 in the previous financial year. The Group's labour costs, including the remuneration of management and supervisory bodies , was 4.1 million euros (2023/2024: 3.9 million euros). The average monthly labour cost per employee was 2.4 thousand euros (2023/2024: 2.2 thousand euros). 2024/2025 2023/2024 2022/2023 2021/2022 2020/2021 Average number of employees 145 145 200 245 281 Finland 0 0 0 54 79 Estonia 62 65 75 80 86 Great Britain 83 80 113 100 100 Sweden 0 0 12 11 16 Payroll expense, thousand EUR 4,121 3,864 3,899 8,459 9,266 Monthly average payroll expense per employee, thousand EUR 2.4 2.2 1.6 2.9 2.8 MARKET PRICE OF FISH The fish production industry is extremely dependent on availability and the price of raw fish. Large producers make their production plans for three years in advance as it is difficult and expensive in shorter perspective to adapt a fish farm’s production cycle to market needs. Therefore, the world market fish supply is relatively rigid in the short-term, while demand is somewhat shifting depending on the season. This imbalance in fish supply and demand results in constantly fluctuating price of raw fish. Moreover, the far-reaching change in supply chains during the past month in connection with the spread of the virus has increased the amplitude and unpredictability of prices. The Group counters the impact of external environment and volatility of fish price through the changes of the Group’s production and sales strategy. MARKET PRICE OF FISH AT THE END OF PERIOD The Group monitors market prices for salmon and rainbow trout: salmon prices from the Nasdaq trading environment and rainbow trout prices from Akvafakta (Norwegian fish industry association) summaries. As of the end of the reporting period, the market price of salmon had decreased by 8.5% compared to the same time last year, and the price of rainbow trout had fallen by 17.3%. Compared to prices two years ago, the price of salmon has
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 14 Consolidated Audited Annual Report of 2024/2025 Financial Year declined by 19.9% and the price of rainbow trout by 18.3%. When compared to prices three years ago, the price of salmon has increased by 6.4% and the price of rainbow trout by 8.5%. EUR/kg 30.06.2025 30.06.2024 30.06.25 vs 30.06.24 30.06.2023 30.06.25 vs 30.06.23 30.06.2022 30.06.25 vs 30.06.22 Salmon 6.0 6.6 -8.5% 7.5 -19.9% 5.6 6.4% Rainbow trout 6.0 7.2 -17.3% 7.3 -18.3% 5.5 8.5% AVERAGE MARKET PRICE OF FISH OF THE PERIOD EUR/kg 2024/2025 2023/2024 2024/2025 vs 2023/2024 2022/2023 2024/2025 vs 2022/2023 2021/2022 2024/2025 vs 2021/2022 Salmon 6.4 9.1 -29.9% 7.7 -17.2% 7.0 -7.9% Rainbow trout 6.6 8.0 -17.7% 8.4 -21.9% 6.8 3.0% The average price of salmon during the reporting period decreased by 29.9% compared to the same period of the previous financial year. The average price of rainbow trout declined by 17.7% compared to the same period of the previous financial year. When compared to the average prices for the same period two years ago, the average prices of salmon and trout have fallen by 17.2% and 21.9%, respectively, while compared to prices three years ago, the price of salmon has decreased by 7.9% and the price of rainbow trout has increased by 3.0%. MANAGEMENT AND SUPERVISORY BOARDS The management board of AS PRFoods consists of two members: Kristjan Kotkas and Timo Pärn. The board operates independently in daily management and acts in the best interests of all shareholders, ensuring the sustainable development of the company according to set goals and strategies. The management board also ensures the effectiveness of int ernal control and risk management procedures within the company. The supervisory board of AS PRFoods appoints the board members for a three -year term. According to the company's articles of association, the board can consist of one to four members. Kristjan Kotkas serves as an advisor to the KJK private equity funds group. Timo Pärn has previously worked as a business manager at STÜ Tootmine OÜ, has been the operations manager of a small hotel, and has worked as a freelance strategic marketing consultant. The Supervisory Board of AS PRFoods consists of three members. The work of the Supervisory Board is chaired by Lauri Kustaa Äimä, with Harvey Sawikin and Vesa Jaakko Karo serving as members of the Board. The highest governing body of a public limited company is a general meeting of shareholders. According to law, the general meetings of shareholders are either ordinary or extraordinary. Lauri Kustaa Äimä (born 1971) holds a master's degree in economics from the University of Helsinki and has been a member of the AS PRFoods supervisory board since its establishment. Harvey Sawikin (born 1960) graduated from Columbia University and Harvard Law School and has been a member of the AS PRFoods supervisory board since May 2009. He is a member of the New York State Bar Association. Vesa Jaakko Karo (born 1962) earned a master’s degree (M.Sc) in finance and international marketing from the Helsinki School of Economics in 1986, and he was awarded a licentiate (Econ) degree in economics in 1996. He has been a member of the AS PRFoods supervisory board since August 2009. Information on the education and careers of the members of the supervisory board as well as their management positions in other companies is available on AS PRFoods’ website www.prfoods.ee.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 15 Consolidated Audited Annual Report of 2024/2025 Financial Year PRFOODS’ SHARES HELD BY THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARDS AND THE PERSONS/COMPANIES RELATED TO THEM AS AT 30.06.2025: Shareholder number of shares ownership interest Member of the supervisory board – Lauri Kustaa Äimä 125,000 0.3% Member of the supervisory board – Vesa Jaakko Karo 90,000 0.2% Total 215,000 0.5% SHARE AND SHAREHOLDERS The registered share capital of AS PRFoods is 7 ,736,572 euros which is divided to 38 ,682,860 ordinary shares without nominal value. All shares are freely transferable and of the same kind, i.e. have equal voting and dividend rights. ISIN EE3100101031 Issued shares 38,682,860 Ticker PRF1T Listed shares 38,682,860 Market BALTIC SECONDARY LIST Listing date 5.05.2010 Nominal 0 EUR Minimum quantity of tradable securities 1 share The company’s shares were listed on the Nasdaq Tallinn Stock Exchange main list from 5 May 2010 until 3 September 2025. Since 4 September 2025, the company’s shares have been listed on the Baltic Secondary List. AS PRFoods has twice reduced the nominal value of shares with making payments to shareholders: in 2012 by 10 euro cents per share and in 2015 by 30 euro cents per share. The general meeting of shareholders from 26.05.2016 resolved to adopt shares without n ominal value and on 30.06.2016 the commercial registry registered the shares without nominal value. The accountable nominal value of a share is 0 .2 euro (nominal value of a share was 10 Estonian kroons until 13.04.2011, 0.6 euro till 03.09.2012, and 0.5 euro till 02.10.2015). SHARE PRICE, INDICES AND TRADING ACTIVITY The Tallinn Stock Exchange All-Share index increased by 18.6% over one year, and PRFoods share price decreased by 47.0%. Index / Share Ticker 30.06.2025 30.06.2024 Change ● PRF1T, EUR PRF1T 0.05 0.10 -47.0% ● OMX Tallinn GI OMXTGI 2069.46 1744.9 18.6%
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 16 Consolidated Audited Annual Report of 2024/2025 Financial Year PRFOODS SHARE PRICE AND INDICES AND NO. OF TRADED SHARES TRADING STATISTICS Trading Statistics, EUR (unless stated otherwise) 12k 2024/2025 12k 2023/2024 12k 2022/2023 12k 2021/2022 12k 2020/2021 Open 0.100 0.220 0.348 0.425 0.418 High 0.108 0.230 0.350 0.435 0.428 Low 0.049 0.097 0.210 0.300 0.344 Last 0.053 0.100 0.224 0.345 0.425 Traded volume, mln pc 3.17 1.64 0.96 1.94 2.08 No of trades 7,437 7,497 5,445 5,514 6,737 Average trade volume, shares 426 218 176 351 309 Turnover, mln 0.08 0.27 0.26 1.05 0.80 Market capitalisation, mln 2.05 3.87 8.66 13.34 16.44 A total of 7,437 trades were conducted with AS PRFoods’ shares during the financial year of 202 4/2025 (12 months 2023/2024: 7,497 trades). During the period a total of 3.17 million shares changed hands (12 months 202 3/2024: 1.64 million shares) forming 8.2% of the company’s shares. The average trade volume was 426 shares (12 months 2023/2024: 218 shares). Turnover of share trading amounted to 0.08 million euros in the financial year of 2024/2025 compared to 0.27 million euros in the previous 12-months period. The highest share price during the financial year of 2024/2025 was 0.108 euros and the lowest was 0.049 euros; a year ago in the comparable period, the highest and the lowest price were 0.230 euros and 0.097 euros, respectively. The closing price of the share was 0.053 euro as at 30.06.2025 and the company’s market capitalisation was 2.05 million euros. As at 30.06.2024 the closing price of the share was 0 .100 euro and the company’s market capitalisation was 3.87 million euros. 0 10 20 30 40 50 60 -70% -60% -50% -40% -30% -20% -10% 0% 10% 20% 30% 01.07.2024 01.09.2024 01.11.2024 01.01.2025 01.03.2025 01.05.2025 Volume of traded shares, thousand shares PRF1T Change (%) OMXTGI Change (%)
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 17 Consolidated Audited Annual Report of 2024/2025 Financial Year THE DYNAMICS OF THE SHARE PRICE AND INDICES FROM 5TH MAY 2010 TO 30TH OF JUNE 2025: Index / Share Ticker / index 30.06.2025 05.05.2010 Change ● PRFoods share. EUR PRF1T 0.05 0.890 -94.0% ● OMX Tallinn GI OMXTGI 2,069.46 594.560 248.1% MARKET RATIOS Ratios Formula 30.06.2025 30.06.2024 30.06.2023 30.06.2022 30.06.2021 EV/Sales (Market Cap + Net Debt) / Sales 0.44 1.06 1.30 0.90 0.66 EV/EBITDA from operations (Market Cap + Net Debt) / EBITDA from operations 72.26 Neg 84.90 neg neg EV/EBITDA (Market Cap + Net Debt) / EBITDA 72.26 Neg 36.40 neg neg Price/EBITDA from operations Market Cap / EBITDA from operations 18.00 Neg 28.90 neg neg Price/EBITDA Market Cap / EBITDA 18.00 Neg 12.40 neg neg Price-to-Earnings Market Cap / Net Earnings 0.28 Neg 12.40 neg neg Price-to-Book Market Cap / Equity 0.19 1.21 1.03 1.55 1.04 Market Capitalisation (Market Cap), Net Debt and Equity as at June 30. Sales, EBITDA and Net Profit/Loss for the trailing 12 months. SHAREHOLDER STRUCTURE SHAREHOLDERS OF AS PRFOODS Shareholder Number of shares 30.06.2025 % of total 30.06.2025 Number of shares 30.06.2024 % of total 30.06.2024 Change ING Luxembourg S.A. (Nominee account) 24,258,366 62.7% 24,258,366 62.7% 0 Lindermann, Birnbaum & Kasela OÜ 1,590,544 4.1% 1,613,617 4.2% -23,073 Ambient Sound Investments OÜ 1,277,729 3.3% 1,385,267 3.6% 0 Firebird Republics Fund Ltd 1,155,383 3.0% 1,277,729 3.3% -229,884 OÜ Rododendron 0 0.0% 981,122 2.5% -981,122 Compensa Life Vienna Insurance Group SE 752,170 1.9% 802,582 2.1% -50,412 Firebird Avrora Fund, Ltd. 730,678 1.9% 730,678 1.9% 0 Total of biggest shareholders 29,764,870 76.9% 31,049,361 80.3% -1,284,491 Other shareholders 7,917,990 20.5% 6,633,499 17.1% 1,284,491 Treasury shares 1,000,000 2.6% 1,000,000 2.6% 0 Total 38,682,860 100.0% 38,682,860 100.0% 0
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 18 Consolidated Audited Annual Report of 2024/2025 Financial Year STRUCTURE OF SHAREHOLDERS BY TYPE, 30.06.2025 Number of shares % Corporate entities 33,877,982 87.6% Private persons 4,804,878 12.4% Total 38,682,680 100.0% STRUCTURE OF SHAREHOLDERS BY COUNTRIES, 30.06.2025 STRUCTURE OF SHAREHOLDERS ACCORDING TO NUMBER OF SHARES, 30.06.2025 Number of shares Number of shareholders % of shareholders Number of shares % of shares 1 … 1 000 1,573 68.0% 423,264 1.1% 1 001 … 10 000 616 26.6% 1,989,741 5.2% 10 001 … 50 000 87 3.8% 1,847,919 4.8% 50 001 … 100 000 17 0.7% 1,198,677 3.1% 100 001 … 20 0.9% 33,223,259 85.9% Total 2,313 100.0% 38,682,860 100.0% BOND AND BONDHOLDERS PRFoods issued in the 2019/2020 financial year a total of 90,096 secured bonds in a private placement and 9,904 secured bonds in a public offering, with nominal value of 100 euros per bond, the interest rate of 6 .25% p.a., and with maturity on 22.01.2025. According to the terms of the bonds, the interest on the bonds is paid semi -annually (July and January). At the end of bond subscription period, PRFoods owned 4,926 bonds. Following the completion of the public offering of the bonds, the bonds were listed on Tallinn Stock Exchange. Trading on Nasdaq Tallinn bond list started on 6 April 2020. As of 30.06.2025, the number of bonds owned by PRFoods is 14,770 with a nominal value of 1,477 thousand euros. In the 2020/2021 financial year, PRFoods issued 237 subordinated convertible bonds, with a total nominal value of up to 2.4 million euros, with a nominal value of 10,000 euros per subordinated convertible bond, with an interest rate of 7% per calendar year and a maturity date of 01.10.2025. Luxembourg 63% Estonia 29% USA 5% Other countries 3%
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 19 Consolidated Audited Annual Report of 2024/2025 Financial Year In addition, PRFoods announced an additional issue of secured bonds with up to 10 ,000 bonds with a nominal value of 100 euros per bond, maturity date of 22.01.2025 and 6 .25% per calendar year. The additional issue was a targeted placement of PRFoods shareholder Amber Trust II S.C.A. In addition, PRFoods announced an additional issue of secured bonds (issued in accordance with the terms of issue of PRFoods on 14.01.2020) in the amount of up to 1 .0 million euros, with up to 10 ,000 bonds with a nominal value of 100 euros per bond, maturity date of 22.01.2025 and 6.25% per calendar year. The additional issue was a targeted placement of PRFoods shareholder Amber Trust II S.C.A to refinance the investment loan granted to PRFoods by the said shareholder in connection with the maturity of the loan. AS PRFoods carried out a partial repurchase of secured bonds on 14.01.2024, with a total volume of up to 15% of the total nominal value of all issued bonds. In total, AS PRFoods repurchased 14,235 bonds from persons who submitted repurchase offers, with a total nominal value of 1,423,500 euros, which accounts for approximately 13% of the total nominal value of all issued bonds. During the bondholders’ meeting held on 18.07.2024, a decision was made regarding the secured bonds to postpone the interest payment date of 22.07.2024 until the bond redemption date of 22.01.2025. By adopting this decision, PRFoods committed to paying bondholders compensation equal to 1% per annum of the nominal value of each bond for the extended period. In addition, interest calculated according to the terms and final conditions applies, meaning that for the extended period, the total of interest (calcul ated at 6.25% per annum) and compensation (1% per annum) amounts to 7.25% per annum of the nominal value of each bond. On 17.01.2025 and 21.03.2025, bondholder votes were held to postpone the bond redemption date and interest payments in connection with the bond restructuring process. On 21.04.2025, a written bondholder vote was conducted, resulting in a decision by the bondholders to extend the maturity of the bonds until 31.03.2028 and to apply a 0% interest rate on the bonds as of 31.03.2025. As of 30.06.2024, PRFoods has issued 110,237 bonds, of which 110,000 are secured bonds with a nominal value of 100 euro per secured bond, with a total value of 11.0 million euros, and 237 are subordinated convertible bonds with a nominal value of 10,000 euro per subordinated convertible bond, with a total value of 2.37 million euros. BONDHOLDER STRUCTURE SEVEN LARGEST BOND HOLDERS OF AS PRFOODS Value of bonds 30.06.2025 % of total 30.06.2025 Value of bonds 30.06.2024 % of total 30.06.2024 Change Swedbank Pension Fund for people born in 1970-79 3,349,000 25.0% 3,349,000 25.0% 0 ING Luxembourg S.A. AIF nominee account 2,920,000 21.8% 2,920,000 21.8% 0 Swedbank Pension Fund for people born in 1960-69 680,000 5.1% 680,000 5.1% 0 Clearstream Banking AG 637,500 4.8% 637,500 4.8% 0 Compensa Life Vienna Insurance Group SE 484,600 3.6% 484,600 3.6% 0 Spring Capital Growth Fund 1 428,700 3.2% 428,700 3.2% 0 AS SEB Bankas 301,600 2.3% 304,400 2.3% -2 800 Total largest bondholders 8,801,400 65.8% 8,804,200 65.9% -2 800 Other minority bondholders 3,091,600 23.1% 3,088,800 23.1% 2 800 Treasury bonds 1,477,000 11.0% 1,477,000 11.0% 0
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 20 Consolidated Audited Annual Report of 2024/2025 Financial Year BONDHOLDERS BY VALUE OF BONDS, 30.06.2025 Value of bonds Number of bondholders % of bondholders Value of bonds % of bond value 1 … 1 000 346 61.2% 134,400 1.0% 1 001 … 10 000 140 24.8% 556,100 4.2% 10 001 … 50 000 63 11.2% 1,301,700 9.7% 50 001 … 100 000 5 0.9% 483,700 3.6% 100 001 … 11 1.9% 10,894,100 81.5% Total 565 100.0% 13,370,000 100.0% SOCIAL RESPONSIBILITY We believe that a responsible company does not focus solely on financial indicators. Therefore, the environmental and social impact, or the footprint left by the company's existence, is also important to us. As part of the surrounding environment, we care about our employees, the community, partners, society, and nature. We contribute, as much as possible, to the development of Estonia as a sailing and maritime nation and to the restoration of maritime traditions. We are long-term supporters of the Muhu Väin Regatta, and in 2019, we supported the Ice Sailing World Championships. We have also participated in the Muhu Väin Regatta with our team, sailing on the yacht Reval Cafe Elisa Sailing, as part of an amateur sports team. Additionally, we consider the development of the local economic environment and cultural landscape important – both in Estonia and Scotland, i.e., in all the countries where PRFoods operates and on our home markets. Since 2018, we have supported the NGO Vi sit Saaremaa and contributed to the well -being of the NGO Estonian Cultural Chamber. We have also supported the Hanaholmen Business Forum in Finland, Glasgow Culture Week in Scotland, and the opening of the Arvo Pärt Centre. Our future lies in children and athletic young people. We have supported activities for these target groups in Estonia through long-term support of Simple Session, and we also assisted in organizing the Sumo European Championships held in Tallinn. In collaboration with the Postimees Group, we supported their project in 2018 and 2019: Successful People Help Children in Need (NGO Together for the Good of Children). Additionally, through the Good Deed Foundation’s Impact Fund, we helped kick-start six very important initiatives between 2017 and 2020, which address pressing issues in Estonian society – from education, social inequality, and public health to the environment. The greatest asset of PRFoods is our employees. We promise to continue supporting the culture and economy of the communities where our employees live. Our priority is to contribute to organizing various youth sports events and to help children in need. ENVIRONMENTAL RESPONSIBILITY As fish processors, we follow the principles of sustainability throughout the entire production chain. Our goal is to use environmentally friendly materials in our product packaging – in some products, plastic and film have been replaced by cardboard and w ood pulp, or partially recycled film is used. Investments in modern packaging machines and the use of solar energy help us achieve all of this. The group owns production units in Estonia and the United Kingdom. These units have an environmental impact. As a sustainably operating company, we are aware of our global responsibility to preserve natural resources and an undamaged environment, which is why we strive to keep the environmental impact of our activities minimal and to further reduce our ecological footprint through the most economical use of resources.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 21 Consolidated Audited Annual Report of 2024/2025 Financial Year As a fish product packager, the group has actively worked to ensure that the group's packaging materials are environmentally friendly. Among other things, the group focuses on improved sustainability and reducing food waste, alongside enhancing the appearance of the product packaging on retail shelves. We use an innovative packaging solution that, in addition to following recycling principles and reducing the footprint by 70%, also reduces the CO2 footprint by an additional 25% and decreases the plastic content in packaging by approximately 20%. The use of plastic in the group has been reduced in both final products and production processes: • Final product film packaging has been replaced with thinner alternatives. • Production processes have been reorganized so that semi-finished products do not need intermediate packaging, thus reducing the overall volume of film packaging used. The group still uses plastic in packaging to some extent, but primarily due to a combination of its positive properties, such as versatility, strength, lightness, stability, impermeability, and sterilization capability. The lightness of plastic simpli fies handling throughout the production chain, resulting in fewer emissions during transport. The selection of the group's packaging producers is also based on shared values, with a focus on environmental sustainability and durability. As an international fish product producer, we will continue to take the necessary steps in the coming years to reduce environmental impacts. REPORT ON CORPORATE GOVERNANCE AS PRFoods organises its business activities on the basis of its articles of association and national legal norms, and as a public enterprise on the requirements of the Tallinn Stock Exchange, Corporate Governance Recommendations (CGR) compiled jointly by Tallinn Stock Exchange and the Estonian Financial Supervision Authority in 2005 and the principles of equal treatment of shareholders and investors. The companies listed on the NASDAQ Tallinn Stock Exchange are obligated to publish a corporate governance r eport as a part of their annual report describing if and how CGR principles are followed and if not, then point out what specifically accompanied by an explanation for such a deviation. EXERCISE OF SHAREHOLDERS RIGHTS Every shareholder shall be ensured the right to participate in the general meeting, to speak in the general meeting on themes presented in the agenda, and to present reasoned questions and make proposals. The general meeting shall be conducted at the location of the issuer and at a reasonable time and place, ensuring that a majority of shareholders have the possibility to participate in the general meeting. In the notice calling the general meeting the issuer shall include the address to which the sharehold ers can send agenda questions related to the agenda. The circumstances on which the issuer withholds information and how a shareholder can file a dispute it shall also be brought out in the notice. In conformity with the principle of treating all shareholders equally a controlling stakeholder shall refrain from harming the rights of other shareholders. EQUAL RIGHTS OF SHAREHOLDERS IN THE ARTICLES OF ASSOCIATION The articles of association of the issuer do not grant different types of shares with rights resulting in unequal treatment o f shareholders in voting. AGREEMENTS BETWEEN SHAREHOLDERS In case the issuer has information on agreements between shareholders on concerted exercise of shareholders rights, the information shall be available on the issuer’s homepage. The issuer has no information on such agreements being concluded. PARTICIPATION IN A GENERAL MEETING IN PERSON OR BY PROXY
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 22 Consolidated Audited Annual Report of 2024/2025 Financial Year Issuers shall facilitate the personal participation of shareholders at the general meeting but shall not make it difficult fo r representatives to participate in and vote at the general meeting. The issuer shall notify shareholders as precisely as possible regarding the date, time and address of the general meeting. If an issuer itself or by his employees/representatives organizes the representation of a shareholder at a general meeting, it shall do so in such a manner that the orders given by the shareholde r with regard to voting are executed. The representative of the issuer shall participate in the general meeting and shall be accessible to the shareholders during the holding of the general meeting. CALLING OF A GENERAL MEETING AND INFORMATION TO BE PUBLISHED Notice calling the general meeting is available on the issuer’s homepage including the essential information to be published for passing a resolution regarding a topic on the agenda at the general meeting to shareholders, including a proposition on profit distribution, draft articles of association with remarks on the proposed amendments; essential conditions and agreements or draft contracts for issuance of securities or other transactions connected with the company (e.g., merger, sale of property etc.), i nformation regarding candidates for supervisory board members or auditors etc., and supervisory board’s propositions on topics on the agenda. On supervisory board member candidates, the information on the candidate’s positions in boards or other management bodies of other companies shall be provided. The notice calling the general meeting and the documents pertaining it are published on the homepage of the company both in Estonian and English languages. The minutes and recording of the general meeting are published on the homepage of the company in the language the meeting was conducted. If shareholders make substantive proposals or proposals diverging from those of the supervisory board it will be recorded in the minutes. CONDUCT OF THE GENERAL MEETING INCLUDING ADOPTION OF RESOLUTIONS OF THE GENERAL MEETING WITHOUT CONVENING THE MEETING During the financial year, one ordinary general meeting and one extraordinary general meeting were held. The ordinary general meeting of shareholders took place on 31.12.2024 without convening a meeting, in accordance with Section 299¹ of the Commercial Code. Voting was conducted via submission of ballot papers, where, in accordance with the Commercial Code, failure to vote is considered a vote against the resolution. The extraordinary general meeting of shareholders took place on 24.04.2025, also without convening a meeting, in accordance with Section 299¹ of the Commercial Code. The company made all the information available on the possible PRFoods website www.prfoods.ee, where the shareholders could get acquainted with the materials of the general meeting, draft resolutions and other documents of the general meeting. The shareholder was able to send questions about the draft resolutions by e-mail. The shareholder was able to cast his/her vote either by sending a ballot paper filled in and digitally signed or signed and scanned on paper by the voting shareholder or his/her authoriz ed representative by e -mail to investor@prfoods.ee during the voting period or by submitting a ballot paper by sending or sending to the office of AS PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia. The resolutions adopted by the extraordinary general meeting of shareholders were published as a stock exchange announcement on the website of PRFoods. RESPONSIBILITY AREAS OF MANAGEMENT BOARD MEMBERS The areas of responsibility for the members of the management board are determined by the management board or the supervisory board. The chairman of the supervisory board has concluded a service agreement with the member of the management board for the performance of their duties. The company’s management board consists of two members. The management board is responsible for the functioning of the company’s strategic areas, including the integration of internal control and management systems in the company's accounting processes, both daily and periodic. REMUNERATION PRINCIPLES OF MANAGEMENT BOARD MEMBERS The base salary, performance bonuses, severance pay, other benefits, and bonus systems of each member of the management board, as well as their key features, are published in a clear and comprehensible form on the issuer's website and in the remuneration report. The disclosed information is clear and comprehensible if it directly reflects the amount of expenditure for the issuer or the probable amount of expenditure as of the disclosure date. The management board member is paid remuneration according to the management board member's agreement. The amount of remuneration and the remuneration principles are reviewed once a year. The management board member's remuneration is determined by the management board member's contract and is not subject to disclosure by mutual agreement of the parties. There are no bonus systems, such as options, pension programs, etc., for the remuneration of the management board member. The management board member is entitled to severance pay of up to six months' remuneration.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 23 Consolidated Audited Annual Report of 2024/2025 Financial Year SIGNIFICANT TRANSACTION OF A MANAGEMENT BOARD MEMBER WITH THE ISSUER The supervisory board shall approve the transactions, which are significant to the issuer and concluded between the issuer and a member of its management board or another person connected/close to them and shall determine the terms of such transactions. The tr ansactions approved by the supervisory board concluded between the issuer and a member of the management board or another person connected/close to them are published in the CGR report. No such transactions have taken place during the past financial year. CONTROL EXECUTED BY THE SUPERVISORY BOARD OVER THE MANAGEMENT AND THE ISSUER The supervisory board shall regularly assess the activities of the management board and its implementation of the issuer’s strategy, financial condition, risk management system, the lawfulness of the management board activities and whether essential information concerning the issuer has been communicated to the supervisory board and the public as required. Upon the establishment of committees by the supervisory board, the issuer shall publish on its website their existence, duties, membership and position in the organization. Upon change of the committee structures, the issuer shall publish the content of such changes and the period during which the procedures are in effect. DISCLOSURE OF REMUNERATION TO MEMBERS OF SUPERVISORY BOARD The amount of remuneration of a member of the supervisory board shall be published in the CGR report, indicating separately basic and additional payment (incl. compensation for termination of contract and other payable benefits). The general meeting of sha reholders of AS PRFoods is competent to elect and approve the composition of the supervisory board and their term of office. According to the articles of association of AS PRFoods, the supervisory board consist of three to seven members who are elected by the general meeting for a term of three years. No remuneration fee is to be paid to the member of the supervisory board. ATTENDANCE AT SUPERVISORY BOARD MEETINGS BY THE MEMBERS OF SUPERVISORY BOARD If a member of the supervisory board has attended less than half of the meetings of the supervisory board, this shall be indicated separately in the CGR report. CONFLICT OF INTERESTS SITUATIONS Members of the supervisory board shall promptly inform the chairman of the supervisory board and management board regarding any business offer related to the business activity of the issuer made to him, a person close to him or a person connected with him. All conflicts of interests that have arisen in preceding year shall be indicated in the CGR report along with their resolutions. Members of the supervisory board refrain from conflicts of interests and adhere to the prohibition of competition. The supervi sory board and the management board cooperate closely in accordance with the articles of association and in the interests of the business undertakings and its shareholders. There were no such conflicts of interest in 2024/2025. INFORMATION ON THE ISSUER’S HOMEPAGE On the issuer’s homepage, among others the general strategy directions of the issuer as approved by the supervisory board are disclosed. General directions and significant issues are provided in the Management Report. THE ISSUER’S MEETINGS WITH JOURNALISTS AND ANALYSTS The issuer shall disclose the dates and places of meetings with analysts and presentations and press conferences organized for analysts, investors or institutional investors on its website. The issuer enables shareholders to participate at such events and makes presentations available on its website. The issuer shall not arrange meetings with analysts and presentations organized for investors directly before dates of publishing a financial report. The issuer shall treat all shareholders equally. Compulsory, significant and price-sensitive information is first disclosed via the information system of the Tallinn Stock Exchange and then on the websites of the Estonian Financial Supervision Authority and the Group. In addition, every shareholder is entitled to request additional information from the Group and set up meetings. The Group’s management board does not consider it important to keep a logbook on timetable and agenda of meetings with various shareholders as these meetings are limited to information that is already disclosed. This rule applies on all meetings, including the ones held shortly before disclosing financial reports. AUDITOR OF THE ISSUER
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 24 Consolidated Audited Annual Report of 2024/2025 Financial Year The auditor of the company for the 2024/2025 financial year is the audit firm KPMG Baltics OÜ. In accordance with the audit service agreement, the audit firm audits the consolidated financial statements. The auditor is remunerated in accordance with the terms of the agreement. Pursuant to the Auditing Act, the lead auditor is rotated at least every seven years. GOVERNANCE PRINCIPLES AS PRFoods is a public limited company and its governing bodies are the shareholders’ general meeting, the supervisory and the management board. GENERAL MEETING The general meeting of shareholders is the Group’s highest governing body competent to amend and approve new articles of association, change the amount of share capital, recall members of the supervisory board and resolve on dissolution of the company, decide on division, merger or restructuring of the company, provided least 2/3 of the votes represented by shareholders at the general meeting are in favour. General meetings are ordinary (OGM) and extraordinary (EGM) meetings. An OGM shall be convened by the management board once a year not later than within six months after the end of the financial year. The management board shall convene an EGM if the Group’s net assets fall below the limit allowed by law or if the meeting is requested by the supervisory bo ard, auditor or shareholders whose shares represent at least 1/10 of the share capital. A general meeting has quorum when more than half of the votes determined by shares are present. The list of persons entitled to participate at the general meeting is determined 7 days before the meeting. The ordinary general meeting of shareholders of AS PRFoods for the 2024/2025 financial year was held on 31.12.2024 without convening a physical meeting. The PRFoods Management Board attended the meeting, and the agenda included the approval of the 2023/202 4 financial statements and the coverage of the loss. Decisions were adopted with 63.2% of the votes in favour. The extraordinary general meeting of shareholders of AS PRFoods for the 2024/2025 financial year was held on 25.04.2025. The PRFoods Management Board attended the meeting, and the agenda included the restructuring of debt obligations and taking a preferred loan from Amber Trust II S.C.A., SICAR (in liquidation), as well as amendments to the terms of the unsecured loan agreement between Amber Trust II S.C.A., SICAR (in liquidation) and Saaremere Kala AS. Decisions on all matters on the agenda were adopted in accordance with the proposals made by the Supervisory Board.The meeting adopted the resolutions on all issues on the agenda of the general meeting according to the proposals made by the supervisory board. Information on the adoption and content of the decisions was disclosed after the meeting through the information system of the NASDAQ Tallinn Stock Exchange and on the company's website www.prfoods.ee. SUPERVISORY BOARD Pursuant to law, a supervisory board of a public limited company is a supervisory body responsible for planning the activities of a company, organizing its management and supervising the activities of the management board. According to the articles of asso ciation of AS PRFoods, the supervisory board has three to seven members elected by the general meeting of shareholders for the term of three years. Members of the supervisory board elect a chairman from among themselves. Chairman of the supervisory board i s responsible for organizing the work of supervisory board and has a casting vote in case of tied vote. As of the preparation of this report, the Supervisory Board of AS PRFoods consists of the following members: Lauri Kustaa Äimä (since the company’s establishment), Harvey Sawikin (elected on 05.05.2009), and Vesa Jaakko Karo (elected on 17.08.2009). The te rms of office of all current Supervisory Board members expire on 11.12.2025. The Chairman of the Supervisory Board is Lauri Kustaa Äimä. The meetings of the supervisory board are held when necessary but no less frequently than once per quarter. During the financial year there were six supervisory board meetings. The meeting of the supervisory board has a quorum when more than half of the members participate. The management board regularly informed the supervisory board about the activities and financial status of AS PRFoods, and the supervisory board provided necessary guidance and supported the management board in organizing daily business operations. Upon the termination or early termination of supervisory board members' service contracts, the Group has no greater obligation to pay compensation than is provided by law. At the end of the financial year, the members of the company’s supervisory board held directly and through indirect holdings a total of 0.6% (as of 30.06.2024: 3.1%) of the company’s shares.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 25 Consolidated Audited Annual Report of 2024/2025 Financial Year MANAGEMENT BOARD The management board is the governing body that represents and manages the daily activities of the company in accordance with legal and statutory requirements and also according to the articles of association. The management board is obliged to act in the most economically expedient manner. According to the articles of association, the management board of AS PRFoods may consist of one to four members, who are elected by the supervisory board for a term of thre e years. The supervisory board is also responsib le for electing the chairman of the management board and appointing and recalling the members of the management board at the chairman's proposal. A member of the management board may represent the company in all legal transactions. The management board of AS PRFoods is composed of two members. The company’s management board operates independently in daily management and acts in the best interests of all shareholders, thereby ensuring the sustainable development of the company according to its established ob jectives and strategy. The management board also ensures the functioning of internal control and risk management procedures within the company. The powers and authorities of the management board are regulated by the Commercial Code and specified in the company’s articles of association, with no other differences or agreements present. The chairman receives compensation according to the employment contract and is also entitled to receive severance pay of up to six months’ salary as a member of the management board. The member/chairman of the management board has no pension-related rights. In subsidiaries, compliance with business practices is ensured by the local management. At the end of the financial year, the members of the company’s management board held directly and through indirect holdings a total of 0% (as of 30 .06.2024: 0%) of the company’s shares. More detailed information regarding the education, career, participation in corporate governing bodies, and shareholdings of the members of the supervisory board and management board of AS PRFoods is available on the company's website. SUPERVISORY AND MANAGEMENT BOARDS OF SUBSIDIARIES Below is a list of supervisory boards and management boards of subsidiaries that are 100% owned by AS PRFoods as at 30.06.2025. Company Management Board Supervisory Board Saaremere Kala AS Timo Pärn Lauri Kustaa Äimä, Kristjan Kotkas Saare Kala Tootmine OÜ Timo Pärn JRJ & PRF Ltd Vesa Jaakko Karo, Christopher Charles Leigh, Louise Victoria Leigh-Pearson John Ross Jr. (Aberdeen) Ltd Christopher Charles Leigh, Louise Victoria Leigh- Pearson Coln Valley Smokery Ltd Christopher Charles Leigh, Louise Victoria Leigh- Pearson ADDITIONAL MANAGEMENT BODIES AND SPECIAL COMMITTEES The company has established the necessary procedures through regulations, and there has been no practical need to create additional management bodies. In 2010, the Supervisory Board of the company established an Audit Committee, whose tasks include monitoring and analysing the processing of financial information, the effectiveness of risk management and internal control, the audit process of the consolidated financial statements, and the independence of the auditor and the audit firm representing the auditor in accordance with the law, as well as providing proposals and recommendations to the Supervisory Board on matters prescribed by law. The members of the company’s Audit Committee are Margus Olesk and Markus Mustakallio. IMPLEMENTING DIVERSITY POLICY The management of AS PRFoods considers a well -functioning working environment on all levels of the Group important. To achieve and maintain it the Group employs people of different gender, national background and experiences. INFORMATION MANAGEMENT As a listed company, AS PRFoods adheres to the principles of openness and equal treatment of investors. The information required within the stock exchange rules and regulations is published regularly in accordance to the set terms, whereas the Group employ s the principle of not publishing forward -looking statements. It publishes and comments factual information only. For timely notification of investors and the public, the Group operates a website that contains all stock exchange announcements and financial reports.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 26 Consolidated Audited Annual Report of 2024/2025 Financial Year REMUNERATION REPORT According to §1353 of the Securities Market Act, a listed company has been required since 2021 to present a remuneration report regarding the fees paid to the members of the issuer's management board and the principles of remuneration for the reporting year. The purpose of the remuneration report is to provide a clear overview of the compensation paid to the members of the management board of AS PRFoods. The remuneration report reflects information on the salaries and other benefits paid to the management board of AS PRFoods in the 202 4/2025 financial year (including fees paid from subsidiaries). GROSS REMUNERATION PAID TO MANAGEMENT BOARD MEMBERS The members of the Management Board of PRFoods AS are Kristjan Kotkas and Timo Pärn. No stock options or other benefits have been provided to the Management Board, and none were received during the 2024/2025 financial year. EUR '000 2024/2025 2023/2024 2022/2023 2021/2022 2020/2021 Indrek Kasela (until 31.03.2024) - 68.6 24.0 31.8 84.3 Basic remuneration - 68.6 24.0 31.8 79.1 Performance pay - 0.0 0.0 0.0 5.2 Share of performance pay - 0% 0% 0% 6.2% Timo Pärn (from 01.04.2024) 72.7 11.4 - - - Basic remuneration 72.7 11.4 - - - Performance pay 0.0 0.0 - - - Share of performance pay 0% 0% - - - Kristjan Kotkas (from 01.04.2024) 0.0 0.0 - - - Basic remuneration 0.0 0.0 - - - Performance pay 0.0 0.0 - - - Share of performance pay 0% 0% - - - COMPARISON OF ANNUAL COMPENSATION AND PERFORMANCE EUR '000 2024/2025 2023/2024 2022/2023 2021/2022 2020/2021 Sales 18,782 17,086 19,578 42,128 58,692 EBITDA from operations* 114 -337 301 -1,663 -1,249 Total Group wages and salaries 4,121 3,864 3,899 8,459 9,266 Monthly average wage and salaries per employee, thousand EUR 2.3 2.2 1.6 2.9 2.8 Average number of employees (together with management and supervisory authority) 148 144 200 245 281 AS PRFoods gross remuneration of Management Board Indrek Kasela (until 31.03.2024) - 68.6 24.0 31.8 84.3 Timo Pärn (from 01.04.2024) 72.7 11.4 - - - Kristjan Kotkas (from 01.04.2024) 0 0 - - - *before one-time revenues and expenses and the revaluation of biological assets
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 27 Consolidated Audited Annual Report of 2024/2025 Financial Year CONSOLIDATED FINANCIAL STATEMENTS
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 28 Consolidated Audited Annual Report of 2024/2025 Financial Year CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF FINANCIAL POSITION EUR '000 Note 30.06.2025 30.06.2024 ASSETS Cash and cash equivalents 5 305 203 Trade and other receivables 6 1,546 2,212 Prepayments 7 182 173 Inventories 8 1,656 1,644 Total current assets 3,689 4,232 Long-term financial investments 0 418 Tangible assets 11 3,595 4,164 Intangible assets 12 12,956 13,102 Total non-current assets 16,552 17,684 TOTAL ASSETS 20,240 21,916 EQUITY AND LIABILITIES Interest-bearing liabilities 14 971 10,899 Trade and other payables 15 1,563 2,559 Total current liabilities 2,534 13,458 Interest-bearing liabilities 14 5,514 3,600 Trade and other payables 15 30 0 Deferred tax liabilities 10 1,421 1,420 Government grants 16 213 247 Total non-current liabilities 7,179 5,267 TOTAL LIABILITIES 9,713 18,725 Share capital 7,737 7,737 Share premium 14,007 14,007 Treasury shares -390 -390 Statutory capital reserve 51 51 Currency translation differences 451 439 Retained profit (loss) -11,327 -18,653 Equity attributable to parent 10,528 3,191 Non-controlling interest 0 0 TOTAL EQUITY 10,528 3,191 TOTAL EQUITY AND LIABILITIES 20,240 21,916 Notes on pages 32-70 are an integral part of the consolidated financial statements.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 29 Consolidated Audited Annual Report of 2024/2025 Financial Year CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME EUR '000 Note 2024/2025 2023/2024 Revenue 18 18,782 17,086 Cost of goods sold 19 -14,796 -13,888 Gross profit 3,986 3,198 Operating expenses -4,506 -4,623 Selling and distribution expenses 20 -2,810 -2,663 Administrative expenses 21 -1,695 -1,960 Other income / expense 23 -106 -1,882 Operating profit (loss) -625 -3,307 Financial income / expenses 24 8,347 -1,057 Share of result of associates and joint ventures 27 -139 46 Profit (loss) from the sale of the subsidiary 0 -271 Profit (Loss) before tax 7,583 -4,589 Income tax 25 -244 -84 Net profit (loss) for the period 7,339 -4,673 Net profit (loss) attributable to: Owners of the Parent Company 7,339 -4,668 Non-controlling interests 0 -4 Total net profit (loss) for the period 7,339 -4,673 Other comprehensive income (loss) that may subsequently be classified to profit or loss: Foreign currency translation differences 12 -169 Total comprehensive income (expense) 7,351 -4,842 Total comprehensive income (expense) attributable to: Owners of the Parent Company 7,351 -4,837 Non-controlling interests 0 -4 Total comprehensive income (expense) for the period 7,351 -4,842 Profit (Loss) per share (EUR) 17 0.19 -0.12 Diluted profit (loss) per share (EUR) 17 0.16 -0.08 Notes on pages 32-70 are an integral part of the consolidated financial statements.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 30 Consolidated Audited Annual Report of 2024/2025 Financial Year CONSOLIDATED STATEMENTS OF CASH FLOWS EUR '000 Note 2024/2025 2023/2024 Cash flow from operating activities Net profit (loss) 7 339 -4,673 Adjustments: Depreciation 11, 12 758 1,073 Impairment of goodwill 12, 23 0 1,897 Profit (loss) from sale of subsidiary 0 272 Profit (loss) from sale of associate 27 138 Other non-cash items -8 586 -194 Changes in receivables and prepayments 6,7 756 -1,130 Changes in inventories 8 -12 176 Changes in biological assets 0 447 Changes in payables and prepayments 15, 16 -334 254 Net cash inflow (outflow) from operating activities 59 383 Cash flow from investing activities Sale of tangible and intangible fixed assets 11, 12 15 1 Purchase of tangible and intangible fixed assets 11, 12 -57 -23 Purchases and sales of other financial investments 0 0 Sale of subsidiaries, net cash received 0 2,012 Sale of associate 280 0 Net cash inflow (outflow) from investing activities 238 1,990 Cash flow from financing activities Repayments of loans received 14 -692 -2,088 Proceeds from borrowings 14 620 622 Repayments of lease liabilities 13 -25 -25 Interests paid 14 -110 -893 Net cash inflow (outflow) from financing activities -207 -2,384 Net increase (decrease) in cash and cash equivalents 90 -11 Cash and cash equivalents at beginning of the period 5 203 394 Change in cash and cash equivalents 90 11 Effect of sale of subsidiary to Cash and cash equivalents balance 0 -13 Change in currency exchange rates 12 -167 Cash and cash equivalents at the end of the period 5 305 203 Notes on pages 32-70 are an integral part of the consolidated financial statements.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 31 Consolidated Audited Annual Report of 2024/2025 Financial Year CONSOLIDATED STATEMENT OF CHANGES IN EQUITY EUR '000 Share capital Share premium Treasury shares Statutory capital reserve Unrea- lised currency differ. Retained earnings (- loss) Total Non- contr. interests Total equity Balance at 30.06.2023 7,737 14,007 -390 51 608 -13,981 8,032 260 8,293 Net profit (loss) for the year 0 0 0 0 0 -4,668 -4,668 -4 -4,673 Other comprehensive income (expense) 0 0 0 0 -169 0 -169 0 -169 Total comprehensive income (expense) for the period 0 0 0 0 -169 -4,668 -4,837 -4 -4,842 Other movement 0 0 0 0 0 -4 -4 -256 -260 Balance at 30.06.2024 7,737 14,007 -390 51 439 -18,653 3,191 0 3,191 Net profit (loss) for the year 0 0 0 0 0 7,339 7,339 0 7,339 Other comprehensive income (expense) 0 0 0 0 12 0 12 0 12 Total comprehensive income (expense) for the period 0 0 0 0 12 7,339 7,351 0 7,351 Other movement 0 0 0 0 0 -12 -12 0 -12 Balance at 30.06.2024 7,737 14,007 -390 51 451 -11,327 10,529 0 10,529 Additional information in Note 17. Notes on pages 32-70 are an integral part of the consolidated financial statements.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 32 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. GENERAL INFORMATION AS PRFoods (“Parent Company”) and its subsidiaries (together “Group”) are companies engaged in fish farming as well as the production and sale of fish products. AS PRFoods was registered in the Republic of Estonia on 23 December 2008. The shares of AS PRFoods were listed on the Nasdaq Tallinn Stock Exchange main list from 5 May 2010 until 3 September 2025; since 4 September 2025, the shares have been listed on the Baltic Secondary List. The company’s bonds have been listed on the Nasdaq Tallinn Stock Exchange bond list since 6 April 2020. The largest shareholder of AS PRFoods is Amber Trust II S.C.A (see Note 17). This consolidated report has been signed by the Management Board for publication on 31 October 2025. In accordance with the Commercial Code of the Republic of Estonia, the annual report is approved by the Supervisory Board of the Parent Company and confirmed by the shareholders at the general meeting. Differences from the Q4 and 12-Month Interim Report for 2024/2025 AS PRFoods published its Q4 and 12 -month interim report for the 2024/2025 financial year on 29.08.2025. The interim report showed a net loss for the financial year of 1,658 thousand euros. However, the audited annual report discloses a net profit of 7,339 thousand euros. The significant improvement in the result is due to the fact that, at the time of publishing the interim report, the Management Board had not yet fully completed its IFRS-mandated obligation to measure post-restructuring debt obligations at their fair value. As there were multiple restructured debt obligations with differing terms, and determining fair value involves significant management judgements, consultation with experts, and auditor review, this represented a key focus area where the Management Board sought sufficient assurance. Since the valuation was not completed at the time of the interim report publication, the Management Board was unable to reflect the effects of the restructuring in the Q4 and 12 -month interim report. From the revaluation of debt obligations, a one-off financial income of 9,578 thousand euros was recognised. Further details on the restructuring and its valuation are provided in Note 14. NOTE 2. BASES FOR PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements of AS PRFoods for the 202 4/2025 have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union (IFRS). The consolidated financial statements have been prepared under the historical cost approach. The functional currency of AS PRFoods and presentation currency of the consolidated financial statements is euro (EUR). All amounts presented in the financial statements have been rounded to the nearest thousand, unless stated otherwise. The consolidated financial statements have been prepared using the accounting policies below which have consistently been applied to all periods presented in the financial statements, unless stated otherwise. The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. ADOPTION OF NEW OR REVISED STANDARDS AND INTERPRETATIONS The Group began applying the following standards as of 1 July 2024: • Classification of liabilities as current or non-current (amendments to IAS 1); • Long-term liabilities with special terms (amendments to IAS 1); • Supplier financing arrangements (amendments to IAS 7 and IFRS 7); • Lease liability in sale-and-leaseback transactions (amendments to IFRS 16); • Lack of interchangeability (amendments to IAS 21). The above amendments did not have a material impact on the Group’s financial statements.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 33 Consolidated Audited Annual Report of 2024/2025 Financial Year STANDARDS, INTERPRETATIONS AND AMENDMENTS TO PUBLISHED STANDARDS THAT ARE NOT YET EFFECTIVE IFRS 18 Presentation and Disclosure in Financial Statements Applies to reporting periods beginning on or after 1 January 2027; it is to be applied retrospectively. Early adoption is permitted. The purpose of IFRS 18 is to establish requirements for the presentation and disclosure of information in financial statements to ensure that they provide relevant information that reliably reflects an entity’s assets, liabilities, equity, income, and expenses. IFRS 18 replaces the standard IAS 1 "Presentation of Financial Statements" and related interpretations. It was introduced to improve the existing standards for the presentation of financial statements, particularly IAS 1, which had certain limitations in ensuring sufficient transparency and comparability of financial statements. Over time, the complexity of financial reporting increased, necessitating the adjustment of the standard to reflect these changes. IFRS 18 provides additional guidance for pre senting more substantive information, enhancing clarity and ensuring consistency across different entities and industries. The adoption of IFRS 18 is expected to have a significant impact on the Group's practices for the presentation and disclosure of consolidated financial statements. It enhances the clarity and comparability of financial information, enabling stakeholders to better understand the Group's financial position and performance. Management is currently assessing the full impact of this change and how it will affect the presentation and disclosure of the Group's consolidated financial statements in future reporting periods. Other standards, interpretations and amendments to published standards The following new standards, interpretations, and amendments do not yet apply to the reporting period ended 30 June 2025 and have therefore not been applied in the preparation of these consolidated financial statements: • Subsidiaries without public accountability: Disclosures (IFRS 19; effective for annual periods beginning on or after 1 January 2027; early application permitted) • Amendments to classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7; effective for annual periods beginning on or after 1 January 2026; early application permitted) • Annual improvements to IFRS standards – 2024 cycle (effective for annual periods beginning on or after 1 January 2026; early application permitted) The Group has not early adopted any of these new or amended standards and, in its view, they are not expected to have a material impact on the Group’s consolidated financial statements when adopted. The Group plans to apply them when they become effective. FOREIGN CURRENCY TRANSLATION Functional and presentation currency The financial statements of the Group’s each entity have been prepared using the currency of the primary economic environment in which the entity operates (functional currency), i.e. the local currency. The functional currency of the Parent Company and its subsidiaries registered in Estonia is euro. The consolidated financial statements have been prepared in euros. Accounting for foreign currency transactions All currencies other than the functional currency (the functional currency of the Parent Company as well as its Estonian and Finnish subsidiaries is the euro) are considered as foreign currencies. Foreign currency transactions are translated into the funct ional currency using the exchange rates of the European Central Bank or a central bank of the respective country as at the transaction dates. Monetary assets and liabilities denominated in a foreign currency (receivables and loans payable in cash) are tran slated into the functional currency based on the foreign currency exchange rate of the central bank as at the balance sheet date. Foreign exchange gains and losses resulting from translation are recorded in the income statement of the reporting period. Non -monetary assets and liabilities denominated in a foreign currency that are measured at fair value (at fair value are measured biological assets; short - and long-term financial investments in shares and other equity instruments whose fair value can be determined reliably) are translated into the functional currency using the official exchange rates of the central bank as at the date of determining the fair value. Non-monetary assets and liabilities denominated in a foreign currency that are not measured at fair value (e.g. prepayments, inventories accounted
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 34 Consolidated Audited Annual Report of 2024/2025 Financial Year for using the cost method; property, plant and equipment as well as intangible assets) are not translated at the balance sheet date but continue to be reported using the official exchange rate of the central bank as at the transaction date. Financial statements of foreign business units The following principles apply to the translation into the presentation currency of the financial statements of foreign subsidiaries: ● The assets and liabilities of all foreign subsidiaries are translated at the exchange rate of the European Central Bank at the balance sheet date; ● Subsidiaries' income and expenses are translated at the weighted average exchange rates for the year (unless this average cannot be considered a reasonable approximation of the cumulative effects of the interest rates prevailing at the dates of the transactions, in which case they are translated at the dates of the transaction). ● Conversion differences arising on translation are included in other comprehensive income and accumulated in equity under “Unrealized exchange differences”. Goodwill and changes in fair value arising on the acquisition of a foreign entity are treated as assets and liabilities of th e foreign entity and translated at the balance sheet date. If a foreign subsidiary is disposed of, in whole or in part, as a result of a disposal, liquidation, repayment or abandonment of its equity, unrealized exchange differences recognized in equity are recognized in the income statement. PRINCIPLES OF CONSOLIDATION (a) Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through i ts power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de-consolidated from the date that control ceases. The Group applies the acquisition method to account for business combinations. The c onsideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred incl udes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at th e acquisition date. The Group recognises any non -controlling interest in the acquiree on an acquisition-by acquisition basis, either at fair value or at the non -controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such re- measurement are recognised in profit or loss. Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. Goodwill is initially measured as the exc ess of the aggregate of the consideration transferred and the fair value of non -controlling interest over the net identifiable assets acquired and liabilities assumed. If the consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss. In preparation of consolidated financial statements, the financial statements of the Parent Company and its subsidiaries are consolidated on a line -by-line basis. In preparation of consolidated financial statements, inter -company transactions, balances and unrealised gains on transactions between the Group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform to the Group’s accounting policies. In the Parent Company’s separate financial statements the investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. (b) Changes in ownership interests in subsidiaries without cease of control Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 35 Consolidated Audited Annual Report of 2024/2025 Financial Year paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains and losses on disposals to non-controlling interests are also recorded in equity. (c) Disposal of subsidiaries When the Group ceases to have control any retained interest in the entity is remeasured to its fair value at the date when the control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets and liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. (d) Associates Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The Group’s investment in associates includes goodwill identified on acquisition. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss as appropriate. The Group’s share of its associates’ post-acquisition profits or losses is recognised in the income statement and its share of post -acquisition movements in the associates’ other comprehensive income is recognised directly in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise any further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to “Share of other profit/loss of the associates” in the income statement. Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are elim inated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. INFORMATION ABOUT PARENT COMPANY’S SEPARATE PRIMARY FINANCIAL STATEMENTS According to the Accounting Act of Estonia, the notes to the consolidated financial statements shall include disclosures on the separate primary financial statements of the consolidating entity (Parent Company). The primary financial statements of the Pare nt Company, which are disclosed in Note 31, have been prepared using the same accounting policies and measurement bases as used in preparing the consolidated financial statements. Investments in subsidiaries and associates are carried at cost in the separate primary financial statements. Under the cost method, the investment is initially recognised at cost, i.e. at the fair value of the consideration paid at acquisition and it is subsequently adjusted to accoun t for impairment losses. CASH AND CASH EQUIVALENTS For the purposes of the statement of financial position and the cash flow statement, cash and cash equivalents include cash on hand, bank account balances (other than overdraft) and term deposits with maturities of 3 months or less. Overdraft is included within short-term interest-bearing liabilities in the statement of financial position. FINANCIAL ASSETS Classification The Group classifies financial assets into the following measurement categories:
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 36 Consolidated Audited Annual Report of 2024/2025 Financial Year ● those at fair value (either through other comprehensive income or through profit or loss); ● those carried at amortised cost. The classification depends on the Group's business model for managing its financial assets and the contractual terms of the cash flows. Registration and derecognition Purchases and sales of financial assets under normal market conditions are recognized on the trade date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the ass et have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Measurement Financial assets (unless they are receivables from a buyer that does not have a significant financing component and are initially measured at transaction price) are initially measured at fair value and in the case of assets do not measure at fair value through profit or loss, related acquisition costs of assets are added to the initial value. Debt instruments Subsequent recognition of debt instruments depends on the Group's business model for managing its financial assets and the contractual cash flows of the financial assets. Assets held for the purpose of collecting contractual cash flows that have only cash flows and interest payable are recognised at amortised cost using the effective interest rate method. Impairment losses are deducted from the adjusted acquisition cost. Interest income, foreign exchange gains and losses and impairment losses are recognised in the income statement. Gains or losses on derecognition are recognised in the income statement under “Other operating income / expense”. Impairment of financial assets The impairment loss model is applied to financial assets at amortized cost. Financial assets carried at amortized cost consist of trade receivables, cash and cash equivalents. Expected credit losses are probability -weighted estimated credit losses. Credit loss is the difference between the contractual cash flows of the Group and the expected cash flows of the Group, discounted at the original effective interest rate. Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic amount that estimates a number of different outcomes, (ii) the time value of money and (iii) reasonable and reasonable information available at the end of the reporting period conditions and forecasts of future economic conditions. The Group measures impairment as follows: ● trade receivables amounting to expected credit losses over their lifetime; ● cash and cash equivalents at low credit risk (senior management considers a low credit risk assessment of at least one of the major credit rating agencies) to be equivalent to expected credit losses within 12 months; ● for all other financial assets, the amount of credit losses expected to be incurred over a 12 -month period, unless the credit risk (i.e. the expected life of the financial asset in default) has increased significantly after initial recognition; if the risk is significantly increased, the credit loss is measured at an amount equal to the expected credit loss over a lifetime. Loans and receivables Loans and receivables are non -derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognised at their fair value plus transaction costs. After initial recognition, loans and receivables are carried at amortised cost using the effective interest rate method. This method is used to calculate interest income on the receivable in subsequent periods. Financial assets are adjusted for impairment losses. Impairment is based on expected credit loss. The principle of expected credit loss is to show the overall trend in the deterioration or improvement in the credit quality of a financial asset. Impairment losses on financial assets classified at amortised cost are recognised as a provision for impairment. Expected credit losses are probability -weighted estimated credit losses that, at the reporting date, consider all relevant information, including information about past events, current conditions, reasonable and reasonable future events, and
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 37 Consolidated Audited Annual Report of 2024/2025 Financial Year forecasts of economic conditions. At the end of each reporting period, the Group conducts an expert review to determine whether there has been a material increase in risk compared to the last estimate. Indicators of increased credit risk include, but are not limited to, overdue payments over 30 days, significant financial difficulties of the debtor, possible bankruptcy or restructuring of the debtor. Impairment charges are recognised in the income statement under “Other operating expenses”. If receivables are uncollectible, they are written off together with a provision for impairment. Receivables are generally recognised as current assets when they are due to be settled within 12 months after the balance sheet date. Receivables that are due later than 12 months after the balance sheet date are recognised as non -current assets. Financial assets that do not include SPPI cash flows are recognised at fair value through profit or loss. FACTORING Factoring is the transfer (sale) of receivables, whereby depending on the type of the factoring contract the buyer has the right to sell the transferred receivable back to the seller within a certain time period (recourse factoring) or there is no right of resale back to the seller and all the risks and benefits associated with the receivable are transferred from seller to purchaser (non-recourse factoring). Factoring with regress are recognized at amortized cost. If the seller of the receivable retains the repurchase obligation, the transaction is recognised as a financing transaction (i.e. as a loan with the receivable as a collateral) and not as a sale. The receivable is not considered as sold as a result of factoring, but it remains in the balance sheet until the receivable is collected or the recourse right has expired. The related liability is recorded similarly to other interest-bearing liabilities. If there is no repurchase obligation and the control over the receivable and the related risks and rewards of the ownership are transferred to the buyer, the transaction is recognised as a sale of the receivable. In the statement of financial position, these receivables are recognized at fair value through profit and loss. The related expense is recognised as a finance cost (similarly to interest expense) or as an impairment loss of receivables, depending on whether the purpose of the transaction was to manage the cash flows or to manage credit risk. INVENTORIES Inventories are initially recognised at their cost, which consists of the purchase costs, direct and indirect production costs, transportation and other costs incurred in bringing the inventories to their present location and condition. Purchase costs include in addition to the purchase price also the customs duties and other non-refundable taxes and direct transportation costs related to the purchase, less discounts and subsidies. The production costs of inventories include costs directly related to the production (such as direct materials and packing material costs, unavoidable storage costs related to work in progress, direct labour), and also a systematic allocation of fixed and variable production overheads (such as depreciation and m aintenance of production buildings and equipment, overhaul costs, and production units’ management remunerations). The FIFO method is used to account for the cost of inventories. Inventories are measured in the statement of financial position at the lower of acquisition/production cost or net realisable value. The net realisable value is the estimated selling price of inventories in the ordinary course of business less applicable variable selling expenses. TANGIBLE ASSETS Tangible assets are assets used by the Group in its economic activities with a useful life of over one year. An item of property, plant and equipment is initially recognized at its acquisition cost, consisting of the purchase price (including duties and other non-refundable taxes) and directly attributable acquisition costs necessary to bring the asset to its operating condition and location. Tangible assets are carried in the statement of financial position at its cost less any accumulated depreciation and any accumulated impairment losses. Tangible assets acquired under lease are accounted for in the same way as purchased tangible assets. Subsequent expenditures on an item of tangible assets are recognized as non -current assets when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Other maintenance and repair costs are expensed as incurred. Amortization is calculated using the straight -line method. The depreciation rate is determined for each item of tangible assets depending on its useful life. For assets with a significant residual value, only the depreciable amount between the cost and the residual value is depreciated over the useful life.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 38 Consolidated Audited Annual Report of 2024/2025 Financial Year If an item of tangible assets consists of identifiable components with different useful lives, these components are accounted for as separate assets and are subject to separate depreciation rates based on their useful lives. The following useful lives are assigned to items of tangible assets: ● Buildings 5-50 years ● Machinery and equipment 2-20 years ● Motor vehicles 4-13 years ● Fixtures, fittings and tools - Fittings and tools 2-12 years - IT equipment and software 3-5 years - Other fixtures 5 years ● Items with unlimited useful lives (land) are not depreciated. Depreciation of an asset begins when the asset is available for use for the purpose intended by management and is ceased when the residual value exceeds the carrying amount, when the asset is permanently withdrawn from use or is reclassified as held for sa le. At each balance sheet date, the validity of applied depreciation rates, the depreciation method and the residual values applicable to assets are assessed. Where an asset's recoverable amount (higher of an asset's fair value less costs to sell and value in use) is less than its carrying amount, it is written down immediately to its recoverable amount. The impairment loss is recognized under the corresponding fuction in the income statement . Impairment losses recognized in prior periods are reversed if there has been a change in the estimates used to determine recoverable amount. Borrowing costs (interest) attributable to the construction of property, plant and equipment are added to the cost of the assets during the period that is required to complete and prepare the asset for its intended use. Items of property, plant and equipment that are expected to be sold within the next 12 months are reclassified as non - current assets held for sale. Gains and losses on the disposal of non -current assets that are measured as the difference between the proceeds from the sale and the carrying amount of the asset are recognized in the income statement within “Other operating income and expenses”. INTANGIBLE ASSETS Intangible assets (trademarks, connection fees, licences, software) are recognised in the statement of financial accounting when the asset is controlled by the Group, future economic benefits attributable to the asset will be collected by the Group and the cost of the asset can be measured reliably. An acquired intangible asset is initially recognised at cost, comprising its purchase price and any expenditure directly attributable to the acquisition. Intangible assets are subsequently measured at cost less any accumulated amortisation and any accumulated impairment losses. Goodwill is carried at its acquisition cost less any impairment losses. Intangible assets are divided into assets with finite useful lives and assets with indefinite useful lives Intangible assets with finite useful lives are amortised using the straight-line method, over the asset’s estimated useful life. The appropriateness of the amortisation periods and method is assessed at each balance sheet date. The following useful lives have been assigned for intangible assets: ● Trademarks 20 - 50 years ● Licenses and connection fees 3 - 50 years ● Software licenses 5 years The useful lives of brands are determined based on management's estimate of the expected length of the cash-generating period of these assets. Licenses and connection fees and the useful lives of software licenses are based on the duration of the right to use the assets. For assets with a finite useful life, an asset is assessed for impairment whenever there is an indication that the asset may be impaired. Intangible assets with indefinite useful lives (goodwill) are not amortized, but are tested for impairment annually (or more frequently if any event or change in circumstances indicates that the goodwill may be impaired) and tested for impairment
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 39 Consolidated Audited Annual Report of 2024/2025 Financial Year and their carrying amount is less than their carrying amount. , the asset is written down to its recoverable amount. For the purpose of calculating recoverable amount, goodwill is allocated to the cash-generating units. IMPAIRMENT OF FIXED ASSETS Intangible assets with indefinite useful lives (goodwill) are tested for impairment annually by comparing the carrying amount of the asset with its recoverable amount. In the case of property, plant and equipment with indefinite useful lives (land) and depreciable assets, there is an indication that the asset may be impaired. In such circumstances, the recoverable amount of the asset is estimated and compared with its carrying amount. For the purposes of assessing impairment, the recoverable amount is estimated for each individual asset or smallest group of assets for which a cash-generating unit is available. The goodwill test is always performed with the cash-generating unit to which the goodwill belongs. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. Impairment losses on assets are recognized as an expense in the period. For assets that are written down at each subsequent balance sheet date, it is assessed whether it is probable that the recoverable amount of the asset may have increased in the interim. If, as a result of a value test, it is found that the recoverable amount of an asset or group of assets (cash -generating unit) has increased above its carrying amount, the earlier write-down is reversed and the carrying amount of the asset is increased to the amount that would have occurred. A reversal of a write-down is recognized in the income statement for the financial year as a reduction of the write-down of a fixed asset. Goodwill impairment is not reversed. LEASES As a lessee, the Group leases a number of assets, including machinery and equipment, land and water, as well as buildings. Upon concluding the agreement, the Group assesses whether the agreement is a lease agreement or whether the agreement includes a lease. A contract is a lease (or includes a lease) if it gives the right to inspect and use the specifie d property for a specified period of time for a consideration. The Group uses the definition of a lease in IFRS 16 to assess whether an arrangement gives it the right to control and use an asset. When measuring the lease obligations of leases classified, the Group discounted the lease payments using an alternative borrowing rate. The lessee’s alternative weighted average interest rate is 2%. The group as a tenant The Group recognizes the right to use the asset and the lease obligation at the inception of the lease. The right -of-use asset is initially measured at cost, which comprises the original amount of the lease obligation. The initial amount of the lease liability is adjusted by the prepayments made, the direct costs incurred and the restoration costs (arising from the dismantling and restoration of the asset). The rental benefits received have been deducted from the amount received. The right-of-use assets are depreciated on a straight -line basis from the inception of the lease until the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group at the end of the lease term or the residual value o f the right indicates that the Group intends to exercise the option. In this case, the right to use the asset is depreciated over the useful life of the underlying asset, which is determined on the same basis as for the respective property, plant and equipment held by the Group. In addition, the right of use is reduced in the event of impairment losses. The right of use and the lease obligation are also adjusted for certain revaluations. The lease liability is initially measured at the present value of the lease payments outstanding at the inception of the lease, using the effective interest rate method of the lease or, if that rate cannot be determined, the alternative borrowing rate. The Group generally uses an alternative borrowing rate as the discount rate. The Group finds an alternative loan interest rate using various sources of financing. The inputs received are adjusted to take account of the terms of the lease and the type of leased asset in order to arrive at an alternative borrowing rate appropriate for the leased asset. The lease payments included in the lease obligation include the following components:
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 40 Consolidated Audited Annual Report of 2024/2025 Financial Year ● fixed lease payments; ● variable lease payments, if they change according to some basic index (for example, inflation, EURIBOR); ● payments associated with the exercise of options to repurchase, extend or terminate the lease (if management has assessed the exercise of the option sufficiently and the exercise of these options has been taken into account in calculating the lease term); ● guaranteed residual value (expected value of the amount to be paid). The lease liability is measured at amortized cost. The lease liability is recalculated when there is a change in future lease payments due to an index or rate, a change in the estimate of the guaranteed residual value or a change in the Group's assessment of whether to repurchase, extend or terminate the lease. The lease liability is also remeasured when the fixed payments change. If the lease liability is revalued for the reasons listed above, an adjustment is made to the carrying amount of the right -of- use asset. The effect of the change in the lease liability is recognized in the income statement when the carrying amount of the right to use the asset is reduced to zero. The Group has decided not to recognize usufruct assets and lease obligations for low value leases and short-term leases. The Group recognizes lease payments related to these leases as an expense on a straight-line basis over the lease term. FINANCIAL LIABILITIES All financial liabilities (trade payables, other short and long -term liabilities, borrowings, listed bonds, forward, put and call options) are initially recognised at their fair value, less any transaction costs. They are subsequently recognised at amortised cost, using the effective interest rate method. The amortised cost of the current financial liabilities generally equals their nominal value; therefore current financial liabilities are stated in the statement of financial position at redemption value. To calculate the amortised cost of non - current fina ncial liabilities, they are initially recognised at fair value of the proceeds received (net of transaction costs incurred) and an interest expense is calculated on the liability in subsequent periods using the effective interest rate method. A financial liability is classified as current when it is due to be settled within 12 months after the balance sheet date or the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Interest-bearing liabilities that are due within 12 months after the balance sheet date, but which are refinanced after the balance sheet date as long -term, are recognised as short -term interest -bearing liabilities. Also, borrowings are classified as short-term if the lender had at the balance sheet date the contractual right to demand immediate payment of the borrowing due to the breach of conditions set forth in the agreement. Borrowing costs (interest) to finance the construction of assets are capitalised during the period that is required to complete and prepare the asset for its intended use. Other borrowing costs are expensed at the time they are incurred. PROVISIONS AND CONTINGENT LIABILITIES Provisions are recognized in the statement of financial position when the Group has a present obligation (legal or contractual) arising from an event that occurred before the balance sheet date; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; but the exact amount of the liability or the due date is not known. Provisions are recognized in the statement of financial position based on management's estimate of the amount that is expected to be required to settle the provision and the time at which the provision is realized. A provision is recognized in the statement of financial position at the amount the management estimates it will have at the balance sheet date to settle the obligation or transfer it to a third party. Provisions are recognized at the discounted value (amount of the present value of the payments r elated to the provision) unless the effect of discounting is immaterial. The cost of the provision is recognized in the statement of comprehensive income for the period. Future operating losses are not recognized as a provision. Other liabilities, the realization of which is unlikely or the amount of which cannot be estimated with sufficient reliability, but which in certain circumstances may become liabilities in the future, are disclosed as contingent liabilities in the notes to the financial statements.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 41 Consolidated Audited Annual Report of 2024/2025 Financial Year INCOME TAX AND DEFERRED INCOME TAX Deferred income tax Deferred income tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. According to the laws of the Republic of Estonia, the company's profit for the financial year is not taxed in Estonia. The corporate income tax liability arises on the distribution of profit and is recognized as an expense (profit or loss for the period) when dividends are declared. Due to the nature of the taxation system, a company registered in Estonia does not incur deferred income tax assets or liabilities, except for a possible deferred income tax liability from the company's investments in subsidiaries, associates and joint ventures and branches. The Group's deferred income tax liability arises for companies located in countries where the profit for the financial year is taxed. The Group's deferred income tax liability also arises from investments in Estonian subsidiaries, associates and joint ventures and branches, unless the Group can control the timing of the reversal of taxable temporary differences and their reversal is unlikely in the foreseeable future. Examples of reversals of taxable temporary differences are the payment of dividends, the sale or liquidation of an investment and other transactions. By controlling the subsidiary's dividend policy, i.e the Group can block profit distribution decisions, the Group controls th e timing of the reversal of temporary differences associated with that investment. If the parent has decided not to distribute the profit of the subsidiary in the foreseeable future, it does not recognize a deferred income tax liability. If the parent estimates that the dividend will be paid in the foreseeable future, the deferred income tax liability is measured to the extent of the planned dividend payment, provided that there are sufficient funds and equity to pay the dividend at the reporting date. As the Group does not control the associate's dividend policy, it does not control the timing of the reversal of taxable temporary differences. Estonian entities of the Group Under the applicable laws of the Republic of Estonia, Estonian companies do not pay corporate income tax on profits. Instead of corporate income tax on profits, Estonian companies pay income tax on dividends distributed from retained earnings, fringe benef its, gifts, donations, hospitality expenses, non -business-related payments, and transfer pricing adjustments. The effective tax rate was 20/80 until 31.12.2024 and 22/78 from 01.01.2025 (2023/2024: 20/80) on net dividends distributed. Since income tax is paid on dividends rather than on profits, no temporary differences arise between the tax base and the carrying amounts of assets and liabilities that would give rise to deferred tax assets or liabilities. Income tax payable on dividends is recognised as an income tax expense in the statement of comprehensive income and as a liability in the statement of financial position at the time dividends are declared, regardless of the actual payment date or the period for which dividends are paid. Foreign entities of the Group In Sweden and Great Britain corporate profits are taxable with income tax. For identification of the taxable income, the pre- tax profit is adjusted for temporary or permanent income and expense additions as required by local income tax laws. For foreign subsidiaries, deferred income tax assets or liabilities are determined for all temporary differences between the tax bases of assets and liabilities and their carrying amounts at the balance sheet date. Deferred income tax is determined using tax rates (and laws) that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax assets are recognised in the statement of fi nancial position only when it is probable that future taxable profit will be available against which the deductions can be made. Income tax rate in the Great Britain 25% (2023/2024: 25%). REVENUE RECOGNITION Revenue is the income generated by the ordinary activities of the Group. Revenue is recognized at the transaction price. The transaction price is the total consideration the Company is entitled to receive for the delivery of the promised goods or
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 42 Consolidated Audited Annual Report of 2024/2025 Financial Year services to the customer, less any amounts collected on behalf of third parties. The Group recognizes revenue when control of a good or service is transferred to a customer. Wholesale Sales are recognized when control over the products has been transferred, meaning that the products have been delivered to a reseller, the reseller can decide on the marketing and pricing of the products, and there are no outstanding obligations that could affect the reseller's acceptance of the products. Products are delivered to an agreed location, risks of product damage and loss have passed to the reseller, and the reseller has accepted the products in accordance with the sales agreement, the acceptance requirement has expired, or the Group has objective evidence that all acceptance requirements are met. The Group's wholesale business includes the sale of fish and fishery products. As with food, the shelf life is short and there is no obligation to repurchase the goods, nor is the product long-term guaranteed. This is largely a flat fee sale. In the case of a variable component, such as a volume-related bonus, the sales price adjustment is recognized in the same period as the sales revenue. The Group recognizes a receivable when the goods are delivered, because at that point in time an unconditional right to payment arises, the payment of which is dependent only on the passage of time. Financing component The Group has no agreements where the period between delivery of the promised goods or services to the customer and receipt of payment from the customer is longer than one year. Consequently, the Group does not adjust the transaction price for the time value of money. Interest income and dividend income Interest income is recognized when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Interest income is recognized using the effective interest rate of the asset. Dividend income is recognized when the right to receive payment is established. SEGMENT REPORTING Reportable business segments are identified based on regular reporting to internal senior decision -makers. The chief operating decision maker in the Group, who is responsible for allocating resources and evaluating the performance of the business segments, is the Management Board of the parent company, which makes strategic decisions. Segment result includes revenue and expenses that are directly attributable to the segment and a significant portion of the revenue / expense that can be attributed to a particular segment, either externally or internally. Segment assets and liabilities include operating assets and liabilities that are directly attributable to a segment or that can be allocated to a particular segment. See also Note 18. SHARE CAPITAL Ordinary shares are included within equity. The expenditures related to the issue of ordinary shares are recognised as a reduction of equity. Treasury shares repurchased by the parent company are recognised as a reduction of equity (in the line item “Treasury shares”). Disbursements and contributions related to treasury shares are recognised in equity. STATUTORY RESERVE CAPITAL Reserve capital is formed to comply with the requirements of the Commercial Code of the Republic of Estonia. During each financial year, at least 5% of the net profit shall be transferred to reserve capital until reserve capital reaches one -tenth of share capital. Reserve capital may be used to cover a loss or to increase share capital. Payments shall not be made to shareholders from reserve capital. EARNINGS PER SHARE Basic earnings per share are determined by dividing the net profit for the financial year by the period’s weighted average number of shares issued. Treasury shares are not included in the weighted average number of shares. Diluted earnings per share are calculated by adjusting the net profit and the weighted average number of shares outstanding for the effects of dilutive potential ordinary shares.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 43 Consolidated Audited Annual Report of 2024/2025 Financial Year PAYABLES TO EMPLOYEES Payables to employees include the performance pay payable to employees on the basis of employment contracts which are calculated by reference to the Group's financial results and fulfilment of the employees’ individual performance objectives. Performance p ay is recognised as an expense and a payable to employees if the disbursement takes place during the next reporting period. In addition to performance pay, this accrual also includes expenses on social security tax and unemployment insurance tax calculated on the performance pay. Payables to employees include the accrued vacation pay calculated according to employment contracts and employment laws effective in Estonia. The Group makes contributions to several mandatory funded pension funds, which are recognised as expenses in the statement of comprehensive income (this expense is included within the social security tax for the parent company and the subsidiaries located in Estonia). The Group has neither a legal nor a factual obligation to make other pension or similar payments in addition to those mentioned above. GOVERNMENT GRANTS Government grants are recognised at their fair value when there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate. Government grants for non-current assets are included within non-current liabilities and are credited to income in the income statement over the useful life of the acquired asset. NOTE 3. FINANCIAL RISKS The Group’s risk management policy is based on the requirements established by regulatory bodies, generally accepted practices and the Group’s internal rules. The Group is guided by the principle to manage risks in a manner that ensures an optimal risk to reward ratio. As part of the Group's risk management, all potential risks, their measurement and control are defined, and an action plan is prepared to reduce risks while ensuring the attainment of the company’s financial and other strategic objectives. The management board of the Parent Company has the main role in managing risks. The supervisory board of the Parent Company exercises supervision over the measures taken by the management board in managing risks. The Group assesses and limits risks through systematic risk management. For managing financial risks, the Group has involved its financial unit that finances the Parent Company as well as its subsidiaries and, directly as a result of that, also manages liquidity risk and interest rate risk. Financial instruments by category FINANCIAL ASSETS AT 30.06.2025 EUR '000 Note At adjusted acquisition cost Fair value through profit or loss Total Cash and bank 5 305 0 305 Trade receivables 6 1,252 0 1,252 Other receivables 6 294 0 294 Total 1,851 0 1,851 FINANCIAL LIABILITIES AT 30.06.2025 EUR '000 Note At adjusted acquisition cost At fair value through profit or loss Total Interest-bearing liabilities 14 6,485 0 6,485 Lease liabilities 13 231 0 231 Trade payables 15 799 0 799 Other liabilities 15 127 0 127 Total 7,642 0 7,642
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 44 Consolidated Audited Annual Report of 2024/2025 Financial Year FINANCIAL ASSETS AT 30.06.2024 EUR '000 Note At adjusted acquisition cost Fair value through profit or loss Total Cash and bank 5 203 0 203 Trade receivables 6 1,766 0 1,766 Other receivables 6 446 0 446 Total 2,415 0 2,415 FINANCIAL LIABILITIES AT 30.06.2024 EUR '000 Note At adjusted acquisition cost At fair value through profit or loss Total Interest-bearing liabilities 15 14,243 0 14,243 Lease liabilities 14 255 0 255 Trade payables 16 1,192 0 1,192 Other liabilities 16 844 0 844 Total 16,534 0 16,534 Financial risk management is an important and integral part of the management of the Group's business processes. Management's ability to identify, measure and control various risks has a significant impact on the Group's profitability. Risk is defined by the Group's management as a possible negative deviation from expected financial performance. The Group's activities involve a number of financial risks, the most important of which are the credit risk, liquidity risk a nd market risk, incl. exchange rate risk, interest rate risk, fair value risk and fair value interest rate risk. CREDIT RISK Credit risk represents the potential loss that occurs if customers fail to fulfil their contractual obligations. To reduce cr edit risk, customer payment discipline is monitored continuously. To minimize credit risk, the Group assesses the creditworthiness of potential future counterparties based on information obtained from credit info , the Tax and Customs Board, or other public sources. Purchase and sale agreements are concluded with all counterparties, and payment terms are granted only to reliable partners. In assessing financial asset credit risk from initial recognition to credit loss evaluation, the Group considers reasonable and supportive information that is relevant and available without excessive costs or effort. This includes both quantitative and qualitative information and analysis based on the Group's historical experience and credit rating information, as well as forward-looking information (including forecasts of economic growth and market interest rates). The Group assumes that the credit risk of financial assets has significantly increased if payment has not been made for more than 90 days and there is no confirming action from the customer regarding the collection. As part of working capital management, the Group uses factoring with recourse, which involves selling receivables to a credit institution while retaining some responsibility for collecting those receivables. This arrangement improves the Group's liquidity and enables more efficient cash flow management but also introduces credit risk associated with customers' ability to settle their debts. To mitigate credit risk, assessments of customers' creditworthiness are conducted before entering into sales or factoring agreements. The Group regularly monitors the financial condition of its customers and adjusts its credit terms as needed. No discounts related to factoring receivables were recognized during the reporting period. As of the reporting date, the Group has no information indicating that factoring -related receivables are associated with significant credit risk, as the Group's management has no indications of potential credit deterioration or payment disruptions among transaction partners. As of 30.06.2025, the Group had other receivables of 250 thousand euros related to the sale of its interest in Redstorm OÜ and fishing licenses in the 2023/2024 financial year, which are due no later than 10.01.2026. The Group considers that the receivable of 250 thousand euros as of 30.06.2025 does not carry significant credit risk, as the Management Board has no indications of potential credit deterioration or payment defaults by the counterparty.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 45 Consolidated Audited Annual Report of 2024/2025 Financial Year The Group accepts banks and financial institutions rated at least "A" as long -term partners in the Baltics and the United Kingdom. As of 30.06.2025, available funds were held in the following credit institutions: AS SEB Pank (SEB), Bank of Scotland Plc, and Swedbank AB (Swedbank). The credit ratings of these credit institutions or their parent companies, according to Moody's Investor Service as of the date of preparation of the report, were at least "A." LIQUIDITY RISK Liquidity risk is the risk that the Group is unable to fulfil its financial obligations due to insufficient cash funds or inf lows. This risk realizes when the Group does not have enough funds to serve its loans, to fulfil its working capital needs, to invest and/or to make declared dividend payments. The objective of the Group is to keep the Group's financing needs and financing opportunities in balance. Cash flow planning is used as a liquidity risk management tool. To manage the liquidity risk, the Group uses various sources of financing, such as bank loans, overdrafts, issuing bonds, customer debts factoring and continuous monitoring of trade receivables and delivery contracts. Long-term investment loans or lease agreements are used to acquire fixed asset investments. Management considers monitoring liquidity risk to be important. Analysis of non-discounted financial liabilities by maturity The calculation of interest cash flows is based on the interest rates prevailing at the balance sheet date. FINANCIAL LIABILITIES AT 30.06.2025 Undiscounted cash flows EUR '000 Carrying amount Less than 3 months 3 to 12 months 1 to 5 years Over 5 years Total Interest-bearing liabilities* 6,485 939 2,000 11,676 0 14,615 Lease liabilities 230 6 19 102 124 251 Trade and other payables 925 925 0 0 0 925 Total liabilities 7,641 1,871 2,019 11,778 124 15,792 *Interest-bearing liabilities include restructured debt obligations. Undiscounted cash flows include, according to management’s estimates, the amounts of payments for restructured debt obligations to be made from the sale of assets in accordance with the restructuring plan. More detailed information is provided in Note 14. FINANCIAL LIABILITIES AT 30.06.2024 Undiscounted cash flows EUR '000 Carrying amount Less than 3 months 3 to 12 months 1 to 5 years Over 5 years Total Interest-bearing liabilities 14,243 946 10,953 3,440 0 15,339 Lease liabilities 255 6 19 102 158 285 Trade and other payables 2,036 2,036 0 0 0 2,036 Total liabilities 16,534 2,989 10,972 3,542 158 17,661 For more information about liquidity risk, see Note 28 on going concern. CURRENCY RISK Currency risk arises when business transactions and assets and liabilities are denominated in a currency that is not the entity's functional currency. The Group operates in Estonia and the United Kingdom (GBP). To hedge against currency risks, all signific ant foreign contracts of the Group are concluded in euros. The Group has no significant long -term receivables and liabilities in foreign currency that are not related to euros. All existing long -term lease agreements are largely denominated in euros, and therefore they are treated as currency risk-free liabilities.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 46 Consolidated Audited Annual Report of 2024/2025 Financial Year Breakdown of financial instruments as at 30.06.2025 by underlying currency EUR '000 Note EUR GBP Total Cash and bank 5 119 159 278 Trade receivables 6 213 889 1,102 Other receivables 6 294 0 294 Total financial assets 626 1,048 1,674 Interest-bearing liabilities 14 -5,586 -538 -6,124 Lease liabilities 13 0 -231 -231 Trade payables 15 -309 -419 -728 Other liabilities 15 0 -194 -194 Total financial liabilities -5,895 -1,382 -7,277 Net currency position -5,270 -334 -5,603 Breakdown of financial instruments as at 30.06.2024 by underlying currency EUR '000 Note EUR GBP Total Cash and bank 5 39 139 178 Trade receivables 6 656 940 1,597 Other receivables 6 446 0 446 Total financial assets 1,141 1,080 2,221 Interest-bearing liabilities 14 -12,767 -1,251 -14,018 Lease liabilities 13 0 -216 -216 Trade payables 15 -589 -515 -1,104 Other liabilities 15 -630 -281 -911 Total financial liabilities -13,986 -2,263 -16,249 Net currency position -12,845 -1,183 -14,028 The Group monitors the amount of net currency positions on an ongoing basis to assess the extent of changes in foreign exchange rates. Considering the relative stability of the Group 's main currency – the euro – and other currencies, the share of non-euro currencies as well as the Group' s net operations in the United Kingdom, the corresponding net currency positions are insignificant. The following significant exchange rates have been used. EUR Average rate Spot rate 2024/2025 2023/2024 30.06.2025 30.06.2024 GBP 0.8405 0.8589 0.8555 0.8478 A reasonably likely strengthening (weakening) of GBP against EUR as of 30.06.202 5, would have affected the measurement of financial instruments in foreign currency and impacted equity and profit or loss by the amounts shown below. The analysis assumes that all other variables, particularly interest rates, remain unchanged and ignores the impact of forecasted sales and purchases.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 47 Consolidated Audited Annual Report of 2024/2025 Financial Year EUR Comprehensive income (-loss) Equity Strengthening Weakening Strengthening Weakening 30.06.2025 GBP (2% movement) 14 -14 11 -11 30.06.2024 GBP (2% movement) 8 -8 -13 13 Foreign exchange gains and losses are disclosed in Note 23. INTEREST RISK The Group uses interest rates based on the EURIBOR base rate for long- and short-term loans. In managing interest rate risks, potential losses from changes in interest rates are regularly compared to the cost of hedging them. If on 30.06.2025 the interest rate of the interest-bearing liabilities with floating interest rate would be 0.1 percentage points lower or higher, the interest expense would be 14 thousand euros (30.06.2024: 8 thousand euros) lower or higher. Floating rate loans are, depending on the instrument, linked to 6- to 12-month EURIBOR or the UK central bank base rate. Below is a summary of the Group's exposure to interest rate risk as at 30.06.2025 and 30.06.2024 AS AT 30.06.2025 EUR '000 Note less than 1 year from 1 to 5 years Over 5 years Total Fixed interest rate Interest bearing liabilities 949 894 0 1,843 Floating interest rate Interest bearing liabilities 22 110 99 231 Total position 14 971 1,004 99 2,074 AS AT 30.06.2024 EUR '000 Note less than 1 year from 1 to 5 years Over 5 years Total Fixed interest rate Interest bearing liabilities 10,880 3,363 0 14,243 Floating interest rate Interest bearing liabilities 19 95 141 255 Total position 14 10,899 3,458 141 14,498 CAPITAL MANAGEMENT The Group counts loan capital and total equity as capital. As at 30.06.202 5, the shareholders' equity totalled 10,528 thousand euros (30.06.2024: 3,191 thousand euros). The Group's policy is to maintain a strong equity base with the aim of maintaining credibility in the eyes of shareholders, creditors and the market and ensuring the Group's sustainable development. In the long term, the Group aims to increase shareholder income and ensure its ability to pay dividends. The Group considers it important to ensure an optimal equity structure. Therefore, it is monitored that the Group's equity to assets ratio is at least 35% (30.06.2025: 52.0%, 30.06.2024: 14.6%) and the ratio of interest-bearing liabilities to assets does not exceed 25% (30.06.2025: 32.0%, 30.06.2024: 66.2%). The ratio of interest-bearing liabilities to assets has been temporarily exceeded due to loans for the acquisition of subsidiaries and bond issues.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 48 Consolidated Audited Annual Report of 2024/2025 Financial Year In line with industry practice, the Group uses a debt-to-equity ratio to monitor its capital. This ratio is calculated by dividing the net debt by total capital. Net debt is calculated by deducting cash and cash equivalents from gross debt (the sum of current and non-current loans recognized in the consolidated statement of financial position). EUR '000 Note 30.06.2025 30.06.2024 Interest-bearing liabilities 14 6,485 14,498 Less: Cash and cash equivalents 5 -305 -203 Net debt 6,180 14,295 Total equity 10,528 3,191 Total capital (net debt + equity) 16,708 17,485 Net debt to total capital ratio 37% 82% FAIR VALUE OF FINANCIAL INSTRUMENTS (NOTES 5,6,14,15) The carrying amounts of all financial assets and liabilities in the Group's consolidated financial statements are considered reasonable estimates of their fair value; therefore, the Group has not disclosed their fair value. NOTE 4. MANAGEMENT JUDGEMENTS AND ESTIMATES The preparation of financial statements in compliance with IFRSs requires the use of accounting estimates. It also requires management to make judgements in the process of application of the accounting policies. Estimates and judgments are reviewed on an ongoing basis, and they are based on historical experience and other factors, including projections of future events which are believed to be reasonable under the circumstances. The management makes certain judgements (in addition to judgments related to estimates) in the process of application of the accounting policies. The estimates that have a significant impact on the information presented in these financial statements and assumptions which may cause material adjustments to the carrying amounts of asset s and liabilities within the next reporting period include assessment of net realisable value of assets (Note 8), assessment of impairment of goodwill (Note 12), assets held for sale and discontinued operations, and the final recognition and fair value measurement of restructured debt obligations (Note 14). ESTIMATING NET REALISABLE VALUE OF INVENTORIES (NOTE 8) The management assesses the value of inventories on the basis of available information, taking into account historical experience, general background information and possible assumptions and conditions of future events. For finished goods, write down of in ventories is determined on the basis of their sales potential and net realisable value. Raw materials are assessed on the basis of their potential to be used for preparation of finished goods and generating revenue. Work -in- progress is assessed on the basis of stage of completion that can be reliably measured. The Group incurred loss in 2024/2025 in the amount of 25 thousand euros (2023/2024: 32 thousand euros) from the write- off of inventories. ASSESSMENT OF IMPAIRMENT OF GOODWILL (NOTE 12) As of 30 June 2025, the Parent Company performed a recoverable amount test for goodwill in one segment (United Kingdom), using market -based comparable multiples. Under the market -based method, the company is compared with other similar listed companies in the same sector that are publicly traded or have been recently sold, and for which sufficient transaction price information is available. In this case, the sector considered includes European food producers, fish farms, and fish product manufacturers, and the price levels and various ratios of these companies were compared. When selecting the multiples, sales figures were taken into account to reflect the company’s market share and volume. The carrying amount of goodwill for the UK segment as of 30 June 2025 was 6,232 thousand euros. In the 2024/2025 financial year, no impairment of goodwill was recognized. As a result of the impairment test, goodwill was written down by 1,897 thousand euros in the 2023/2024 financial year (see Note 12 for details). ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 49 Consolidated Audited Annual Report of 2024/2025 Financial Year The debt restructuring plan foresees the sale of PRFoods Group’s production companies to generate funds for payments to creditors. During the 2024/2025 financial year, management began preparations for the potential sale of the Group’s subsidiary, Saare Kala Tootmine OÜ, including identifying suitable investors. As of the reporting date, Saare Kala Tootmine has not been classified as a disposal group held for sale under IFRS 5. According to IFRS 5, an asset or group of assets can be classified as held for sale only if its carrying amount is primarily intended to be recovered through sale rather than through continued use, and the sale is highly probable. As of the reporting date, the criteria set out in IFRS 5 were not met, which require that: • the company’s management has committed to a formal plan to sell the asset, • the asset is actively marketed at a price reasonable in relation to its fair value, and • the sale is expected to be completed within 12 months of classification as held for sale. Although management has a plan for the sale of the company, the Board has not approved a potential transaction in terms of pricing. As of the reporting date, there was no binding purchase agreement or sufficiently advanced negotiations with a potential buyer that would make the sale highly probable. Consequently, the IFRS 5 classification criteria were not satisfied. Therefore, as of the reporting date, Saare Kala Tootmine is not classified as a disposal group held for sale. The company continues to present Saare Kala Tootmine’s operations as continuing operations. DERECOGNITION OF RESTRUCTURED DEBT OBLIGATIONS AND FAIR VALUE MEASUREMENT (NOTE 14) During the 2024/2025 financial year, PRFoods completed a voluntary out -of-court restructuring of its bonds and shareholder loans. As the new terms of the restructuring differed significantly from the original contractual terms (with cash flows changing by more than 10%), management derecognized the original financial liabilities in accordance with IFRS 9 and recognized the new obligations at their fair value as of the restructuring date. The fair value of the restructured liabilities was 4,428 thousand euros compared to the previous carrying amount of 14,005 thousand euros, resulting in a one -off gain from the restructuring of 9,577 thousand euros. Fair value was determined in accordance with IFRS 13, based on both quoted market prices (Level 1 measurement) and derived market data (Level 2 measurement). After initial recognition, the restructured liabilities are measured using the amortized cost method, applying the effective interest rate determined at the date of restructuring. Management regularly reviews expected future cash flows and the effective interest rate and makes adjustments as required in accordance with IFRS 9. NOTE 5. CASH AND CASH EQUIVALENTS0 EUR '000 Note 30.06.2025 30.06.2024 Cash on hand 0 0 Bank accounts 305 203 Total cash and cash equivalents 305 203 NOTE 6. TRADE AND OTHER RECEIVABLES EUR '000 30.06.2025 30.06.2024 Trade receivables 1,252 1,766 Other receivables 294 446 Total receivables and prepayments 1,546 2,212 Since receivables and other receivables are of a short-term nature, their carrying amount is considered to be equal to fair value. A commercial pledge set as collateral for overdraft and listed bond covers also receivables, see Note 14.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 50 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 7. PREPAYMENTS EUR '000 30.06.2025 30.06.2024 Prepaid expenses 106 125 Prepaid taxes 75 48 Total receivables and prepayments 182 173 NOTE 8. INVENTORIES EUR ’000 30.06.2025 30.06.2024 Raw materials and materials 619 563 Work-in-progress 455 409 Finished goods 418 462 Goods purchased for sale 163 211 Total inventories 1,656 1,644 During the financial year of 202 4/2025 the Group earned a loss of 25 thousand euros from the write -off of inventories. During the financial year of 2023/2024 the corresponding loss was 32 thousand euros. The commercial pledge secured by the loan also covers inventories (Note 14). NOTE 9. SUBSIDIARIES Subsidiary Domicile Ownership interest 30.06.2025 Ownership interest 30.06.2024 Area of activity Owner Saaremere Kala AS Estonia 100% 100% Fish group holding company AS PRFoods Saare Kala Tootmine OÜ Estonia 100% 100% Production of fish products Saaremere Kala AS JRJ & PRF Limited Scotland 100% 100% Fish group holding company Saaremere Kala AS John Ross Jr. (Aberdeen) Limited Scotland 100% 100% Production and sale of fish products JRJ & PRF Limited Coln Valley Smokery Limited Great Britain 100% 100% Production and sale of fish products 64% JRJ & PRF Limited 36% John Ross Jr. (Aberdeen) Limited The ownership percentage of subsidiaries’ equity equals the voting rights. The shares of subsidiaries are not listed.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 51 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 10. DEFERRED TAX DEFERRED TAX LIABILITY EUR ‘000 Fair value adjustment Other Total Deferred tax liability as at 30.06.2023 258 1,208 1,466 Impact of sales of subsidiary 0 0 0 Impact on other comprehensive income 0 -45 -45 Deferred tax liability as at 30.06.2024 258 1,163 1,421 Impact of sales of subsidiary 0 0 0 Impact on other comprehensive income 0 0 0 Deferred tax liability as at 30.06.2025 258 1,163 1,421
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 52 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 11. TANGIBLE ASSETS EUR ‘000 Land and buildings Machinery and equipment Other tangible assets Construction in progress, prepayments Total Cost at 30.06.2023 8,447 8,102 376 94 17,019 Acquired during the period 0 0 0 23 23 Reclassification 12 9 0 -21 0 Assets sold and written off 0 -2 0 0 -2 Effect of sales of subsidiary -1,580 -1,077 0 0 -2,657 Unrealised currency effect 25 16 0 0 41 Cost at 30.06.2024 6,904 7,048 376 96 14,424 Acquired during the period 10 9 2 36 57 Reclassification 0 0 0 -22 -22 Assets sold and written off 0 -15 0 0 -15 Effect of sales of subsidiary 0 0 0 0 0 Unrealised currency effect -17 -12 0 0 -28 Cost at 30.06.2025 6,897 7,031 378 111 14,416 Accumulated depreciation at 30.06.2023 -4,615 -5,503 -338 0 -10,456 Depreciation of the period -255 -466 -11 0 -732 Reclassification 0 0 0 0 0 Assets sold and written off 0 2 0 0 2 Effect of sales of subsidiary 312 641 0 0 953 Unrealised currency effect -13 -13 -1 0 -27 Accumulated depreciation at 30.06.2024 -4,571 -5,339 -350 0 -10,260 Depreciation of the period -223 -358 -1 0 -582 Reclassification 0 0 0 0 0 Assets sold and written off 0 0 0 0 0 Effect of sales of subsidiary 0 0 0 0 0 Unrealised currency effect 5 10 7 0 22 Accumulated depreciation at 30.06.2025 -4,789 -5,688 -344 0 -10,821 Carrying amount at 30.06.2023 3,832 2,599 38 94 6,563 Carrying amount at 30.06.2024 2,333 1,709 26 96 4,164 Carrying amount at 30.06.2025 2,109 1,343 33 111 3,596 The distribution of rental assets by types of fixed assets is presented in Note 13. As at 30.06.202 5 and 30.06.2024, the companies of the PRFoods group did not have binding obligations for the acquisition of tangible fixed assets.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 53 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 12. INTANGIBLE ASSETS EUR ‘000 Goodwill Trademarks and Patents Immaterial rights & licences Prepayments Total Cost at 30.06.2023 10,249 7,716 1,325 300 19,590 Acquired during the period 0 0 0 0 0 Reclassification 0 0 0 -300 -300 Assets sold and written off 0 0 0 0 0 Effect of sales of subsidiary -2,154 0 - 759 0 -2,913 Unrealised currency effect 34 28 0 0 62 Cost at 30.06.2024 8,129 7,744 566 0 16,439 Acquired during the period 0 0 0 0 0 Reclassification 0 0 0 0 0 Assets sold and written off 0 0 0 0 0 Effect of sales of subsidiary 0 0 0 0 0 Unrealised currency effect 2 28 0 0 30 Cost at 30.06.2025 8,131 7,772 566 0 16,469 Accumulated depreciation at 30.06.2023 0 -738 -695 0 -1,433 Depreciation of the period 0 -156 -184 0 -340 Unrealised currency effect 0 0 0 0 0 Impairment -1,897 0 0 0 -1,897 Effect of sales of subsidiary 0 0 333 0 333 Accumulated depreciation at 30.06.2024 -1,897 -894 -546 0 -3,337 Depreciation of the period 0 -156 -20 0 -176 Unrealised currency effect 0 0 0 0 0 Impairment 0 0 0 0 0 Effect of sales of subsidiary 0 0 0 0 0 Accumulated depreciation at 30.06.2025 -1,897 -1,050 -566 0 -3,513 Carrying amount at 30.06.2023 10,249 6,978 630 300 18,157 Carrying amount at 30.06.2024 6,232 6,850 20 0 13,102 Carrying amount at 30.06.2025 6,234 6,722 0 0 12,956 Goodwill impairment test As of 30.06.2025, the parent company has conducted a goodwill impairment test in the segment (United Kingdom), using market-based comparable valuation multiples. In the market -based method, the company is compared to other similar publicly traded companies in the same sec tor or those that have been recently sold, for which sufficient transaction price information is available. In this case, the sector considered includes European food manufacturers, fish farms, and fish product manufacturers, and the price levels and various ratios of these companies have been compared. The determination of fair value falls under Level 3 of the fair value hierarchy. To determine fair value, industry average valuation multiples have been applied to the actual economic indicators of the United Kingdom segment. In the value test of the United Kingdom segment for the 2024/2025 year, the following multiples were used: EV/Sales1 1.76 (2023/2024: 1.95) and EV/EBITDA2 10.29 (2023/2024: 8.1).
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 54 Consolidated Audited Annual Report of 2024/2025 Financial Year In selecting valuation multiples, consideration has been given to sales, which indicate the size and volume of the company's market share, and EBITDA, which reflects the ability to generate free cash flow. As a result, the company has assigned a weight of 50/50 to the valuation multiples, with management emphasizing the importance of restoring and maintaining market share and volume. Considering that there are no comparable companies with a similar market capitalization in the peer group, this approach to using valuation multiples mitigates the impact of size differences in the comparison group. The market value of the segment determined using market multiples was 18.2 million euros (2023/2024: 15.7 million euros). The book value of the segment was 15.6 million euros (2023/2024: 17.6 million euros). As a result of the impairment test, no impairment was identified. In the comparative period, goodwill was impaired by 1,897 thousand euros, and the impairment loss was recognized in the income statement under “Other operating income/expenses.” The impairment in the comparative period was driven by a decline in revenue and EBITDA in the UK segment up to the 2023/2024 financial year. 1 Enterprise Value / Sales 2 Enterprise Value / EBITDA NOTE 13. LEASES As a lessee, the Group leases a number of assets, including machinery and equipment, land and water, as well as buildings. See Note 11. The Group leases, among other things, assets that are considered to be of low value (assets with a new value of less than EUR 5,000). The Group has decided not to recognize the use rights and lease obligations for these leases. The Group has also not recognized the right of use assets and lease obligations in the case of short-term lease agreements (less than 12 months). Below is information on the lease agreements for which the Group is the lessee. RIGHT-OF-USE ASSETS EUR ‘000 Land and buildings Machinery and equipment Total Balance as at 30.06.2023 273 7 280 Depreciation of the right-of-use asset during the period -45 -7 -52 Balance as at 30.06.2024 228 0 228 Depreciation of the right-of-use asset during the period -22 0 -22 Balance as at 30.06.2025 206 0 206 AMOUNTS RECOGNIZED IN THE INCOME STATEMENT EUR ‘000 Total 2024/2025 - all leases according to IFRS 16 accounting principles Interest on lease obligations 5 2023/2024 - all leases according to IFRS 16 accounting principles Interest on lease obligations 5
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 55 Consolidated Audited Annual Report of 2024/2025 Financial Year Lease liabilities EUR ‘000 Note 2024/2025 Lease liabilities 30.06.2024 14 255 Principal payments -24 Lease liabilities 30.06.2025 14 231 Up to 1 year 22 1-5 years 209 NOTE 14. INTEREST-BEARING LIABILITIES EUR '000 Note 30.06.2025 30.06.2024 Lease liabilities 13 22 19 Listed bonds 0 9,417 Investment loans 0 822 Other loans 949 641 Total short-term interest-bearing liabilities 971 10,899 Finance lease liabilities 13 209 236 Listed bonds 4,411 2,345 Investment loans 895 1,018 Total long-term interest-bearing liabilities 5,515 3,599 incl. payable within 1-5 years 5,515 3,599 incl. payable in more than 5 years 0 0
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 56 Consolidated Audited Annual Report of 2024/2025 Financial Year EUR '000 2024/2025 2023/2024 Interest-bearing liabilities at the beginning of period 14,498 17,136 Received loans 620 622 Change in overdraft 0 0 Listed bonds 0 -1,311 Change of factoring liability -128 -99 Other non-monetary movements -155 0 Debt restructuring -8,212 0 Effective interest charged on restructured debt 451 Repayments of loans -589 -703 Reclassifications 0 355 Decrease in liabilities related to sales of subsidiary 0 -1,500 Interest-bearing liabilities at the end of period 6,485 14,498 EUR '000 Note 2024/2025 2023/2024 Interest liability at the beginning of the period 697 594 Calculated interests 24 779 1 044 Decrease in liabilities related to sales of subsidiary -1,366 -48 Interests paid 0 -893 Interest liability at the end of the period -110 697 Investment loans On 01.07.2021, John Ross Jr. (Aberdeen) Ltd entered into an agreement with Santander UK plc an investment loan of 1.5 million GBP (1 .7 million euros) to finance the purchase of 15% non -controlling interests of JRJ&PRF Limited from Christopher Leigh and Victoria Leigh-Pearson to Saaremere Kala AS. The loan term is 01.07.2025. The loan interest rate is 3.5%. The principal balance of the loan as of 30.06.2025 was 0.1 million euros (30.06.2024 0.65 million euros). The loan is secured by a mortgage on a property of John Ross Jr (Aberdeen) Ltd. On 22.10.2020, Saare Kala Tootmine OÜ concluded a loan agreement with the Maaelu Arendamise Sihtasutus as part of the measure "Covid-19 loan for organic and rural economy entrepreneurs" for the automation of a factory in Saaremaa. The amount of the investment loan is 1.0 million euros with a term of 6 years, the final term of the loan is 30.09.2026. The loan interest rate is 4.5%. The balance of the principal of the loan as at 30.06.2025 is 478 thousand euros (30.06.2024 594 thousand euros). The loan is sec ured by a mortgage and commercial pledge on the assets of Saare Kala Tootmine OÜ and a 100% guarantee by AS PRFoods. Restructuring of Debt Obligations (Bonds and Shareholder Loans) During the 2024/2025 financial year, PRFoods carried out a voluntary out -of-court restructuring of its listed convertible bonds and shareholder loans (restructured debt obligations). The main terms of the restructuring were as follows: • The maturity of all restructured debt obligations was extended to 31.03.2028. • From 31.03.2025, a 0% interest rate applies to the restructured debt obligations.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 57 Consolidated Audited Annual Report of 2024/2025 Financial Year • The company may obtain additional loans of up to 1,500 thousand euros from its shareholder, Amber Trust II S.C.A., SICAR. • During the three-year restructuring period, PRFoods will continue operations with the objective of increasing asset value and selling specified fixed assets, directing the net proceeds from such sales to repay financial obligations according to the agreed terms. As of 31.03.2025, the carrying amount of the restructured debt obligations, including accrued interest, was 14,005 thousand euros. Since the new terms of the restructured debt obligations differed significantly from the original contractual terms (cash flows of restructured debt obligations differed by more than 10% from the original loan agreements), the management derecognized the original financial liabilities in accordance with IFRS 9 and recognized the new financial liabilities at the ir fair value as of the restructuring date. The fair value of the restructured debt obligations as of 31.03.2025 was 4,428 thousand euros. As a result, a one-off gain of 9,577 thousand euros from the restructuring was recognized in the income statement under “Finance income/expenses.” The fair value of the restructured debt obligations was determined as follows: • For listed bonds, fair value was determined based on their quoted market prices on an active market using the mid-market price method. Since the prices are based on directly observable market data, this measurement is classified as Level 1 in the fair value hierarchy under IFRS 13. • For other, unlisted debt obligations, fair value was determined based on comparable listed bonds, with adjustments made to reflect the specific restructuring terms and other relevant factors for these specific debt obligations (including changes in contrac tual terms, payment schedules, collateral, and credit risk). The assessment considered market expectations regarding the recovery rate and risk premium of the listed bonds, with corresponding adjustments applied to the future cash flows of the restructured loans. Since primarily indirectly observable market data (not directly based on active market quotes) were used, this measurement is classified as Level 2 in the fair value hierarchy under IFRS 13. After initial recognition, the restructured debt obligations are measured using the amortized cost method, applying the effective interest rate determined at the restructuring date. Management regularly estimates the future cash flows from the restructured obligations and determines the effective interest rate, which is used to recognize interest expense in subsequent periods. The applied weighted average effective interest rate was 49%. Interest expense gradually increases the carrying amount of the debt o bligations up to the amount payable to creditors under the restructured terms. Management’s estimate of the amounts to be paid is disclosed in Note 3, subsection “Analysis of non-discounted financial liabilities by maturity .” For the reporting period, the effective interest expense recognized on the restructured debt obligations was 453 thousand euros. Management regularly reviews its estimates of future cash flows and the effective interest rate in accordance with IFRS 9 and makes adjustments as necessary. The management draws attention to the fact that amounts received from the sale of assets may differ from their carrying amounts, and upon realization of the assets, bondholders may be entitled to receive loan repayments in an amount greater than the carrying amount of the liabilities as of the reporting date.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 58 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 15. PAYABLES AND PREPAYMENTS EUR '000 30.06.2025 30.06.2024 Trade payables 799 1,192 Payables to employees 101 100 Other short-term liabilities 63 0 Interest payables 0 697 Other payables 127 147 Tax liabilities, incl.: 474 423 Social security tax 124 115 VAT 53 153 Personal income tax 14 12 Corporate income tax 273 142 Other taxes 9 1 Total Short-term payables and prepayments 1,563 2,559 Other long-term liabilities 28 0 Total Long-term payables and prepayments 28 0 Total payables and prepayments 1,591 2,559 NOTE 16. GOVERNMENT GRANTS EUR '000 Note 2024/2025 2023/2024 Deferred income from government grants at the beginning of period 248 317 Government grants received and repaid during the period, net 0 0 Change in value due to the exchange rates 0 11 Effect from sales of subsidiary 0 -58 Recognized as income for investments during the period 23 -34 -22 Deferred income from government grants at the end of period 213 248 The Group has been allocated grants for its fish production units in the United Kingdom and Estonia. During the reporting period, the grant income recognized was 34 thousand euros (2023/2024: 22 thousand euros). NOTE 17. EQUITY As at 30.06.202 4 the Group had 38 ,682,860 shares (30.06.202 3: 38 ,682,860), including 1 ,000,000 treasury shares (30.06.2023: 1,000,000 treasury shares). Treasury shares As of 01.07.2014, the Group initiated a buy -back programme of its own shares in accordance with the resolution of the general meeting of shareholders held on 29.05.2014, according to which up to 500 ,000 own shares were to be bought back until 31.05.2017. The initial buy -back programme was completed on 18.05.2016. The ordinary general meeting of shareholders held on 26.05.2016 adopted a resolution to expand the existing buy-back programme, according to which up to additional 500,000 own shares were to be bou ght back until 29.05.2019. On 14 June 2016, the Management Board of AS PRFoods entered into a service agreement with AS SEB Pank to continue the implementation of the buy -back
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 59 Consolidated Audited Annual Report of 2024/2025 Financial Year programme of own shares. As at 30.06.202 5 AS SEB Pank had acquired 1 ,000,000 shares of AS PRFoods in the name and on the account of the Group with average price of 0.4915 euros per share. The buy-back programme was implemented in compliance with the resolutions of the general meetings of shareholders held on 29.05.2014 and 26.05.2016, and the Commission Regulation (EU) No. 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures. Reduction of share capital Based on the decisions of the general meeting of shareholders held on 26.05.2016 the introduction of shares without par value instead of nominal value shares of AS PRFoods was entered in the Commercial Register on 30.06.2016. The registered share capital o f the company is 7 ,736,572 euros divided into 38 ,682,860 ordinary shares without a nominal value of 0.20 euros each. In addition, a new version of the Articles of Association of the company came into force, according to which the minimum share capital is 7,000,000 euros and the maximum share capital is 28,000,000 euros. 24.05.2021 the resolution of the shareholders amended the clause of the articles of association where the supervisory board has the right to increase the share capital of the public limited company on 14.05.2021 within three years from the entry into force of the amendment to the articles of association. to the extent necessary for the conversion of convertible bonds issued pursuant to this Decision. The supervisory board may not increase the share capital by more than 3,500,000 euros. The supervisory board may decide to increase the share capital by contributions in kind. The Articles of Association are available on the homepage of AS PRFoods www.prfoods.ee. List of shareholders with more than 5% holding at the balance sheet date ING LUXEMBOURG S.A., CUSTODIAN FOR THE FOLLOWING SHAREHOLDERS EUR ‘000 Number of shares 30.06.2025 Ownership interest 30.06.2025 Number of shares 30.06.2024 Ownership interest 30.06.2024 Amber Trust II S.C.A 14,813,540 38.3% 14,813,540 38.3% Amber Trust S.C.A 5,381,370 13.9% 5,381,370 13.9% KJK Fund SICAV-SIF 4,063,456 10.5% 4,063,456 10.5% Total 24,258,366 62.7% 24,258,366 62.7% Earnings per share Earnings per share are calculated as the ratio of the net profit attributable to equity holders of the parent to the weighted average number of shares outstanding during the period. 2023/2024 2023/2024 Net profit (loss) attributable to equity holders of the company, EUR ‘000 7,339 -4,668 Average number of shares, thousand 38,683 38,683 Earnings (Loss) per share, EUR 0.19 -0.12 Basic earnings (loss) per share, EUR 0.19 -0.12 Diluted earnings (loss) per share, EUR 0.16 -0.08 Capital reserve The Estonian Commercial Code requires companies to create a capital reserve. Each year at least 1/20 of profit for the year must be transferred to the capital reserve until the reserve amounts to 1/10 of share capital. The capital reserve may be used for covering losses and increasing the share capital but not for making distributions to shareholders.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 60 Consolidated Audited Annual Report of 2024/2025 Financial Year Dividends During 2024/2025 and 2023/2024 there were no dividend payments. Non-controlling interest A non-controlling interest was recognized for the 49% ownership held by OÜ Fodiator in OÜ Redstorm until 30.11.2023. NOTE 18. SEGMENT REPORTING The Group's segments are defined based on the reports monitored and analysed by the parent company's management board. The management follows financial results based on both business areas and geographic regions, but reports by geographic regions carry mor e weight for monitoring financial performance and allocating resources. Therefore, this classification forms the basis for defining business segments. The Group's business segments are as follows: • Estonia • United Kingdom • Central Activities The Estonia business segment involves the production of trout products and, until 30.11.2023, the operation of rainbow trout farms in Estonia, which ceased with the sale of Redstorm OÜ on 30.11.2023. This segment includes the Group's production company, Saare Kala Tootmine OÜ, and Redstorm OÜ (until 30.11.2023). The United Kingdom business segment includes the production of salmon products. This segment consists of the Group's production companies, John Ross Jr (Aberdeen) Ltd and Coln Valley Smokery Ltd , as well as the UK fish company holding firm JRJ & PRF Ltd. The Central Activities segment is reported separately and does not form a distinct business area. It includes the parent company, AS PRFoods , and the Group's fish company holding firm, Saaremere Kala AS . Central activities mainly encompass the Group’s financial support activities. 2024/2025 EUR '000 Estonia United Kingdom Central Activities Eliminations Total External revenues 4,985 13,797 0 0 18,782 Inter-segment revenue 0 0 100 -100 0 Total revenue 4,985 13,797 100 -100 18,782 EBITDA* -533 1,152 -386 0 233 Depreciation and amortisation -410 -310 -19 0 -739 Impairment 0 0 -99 0 -99 Operating profit (loss) -943 822 -504 0 -626 Financial income / expenses -93 -98 8,538 0 8,347 Share of result of associates and joint ventures 0 0 -139 0 -139 Profit (loss) from the sale of the subsidiary 0 0 0 0 0 Profit (loss) before tax -1,037 724 7,895 0 7,582 Income tax 0 -244 0 0 -244 Net profit (loss) for the period -1,037 480 7,895 0 7,338 Segment assets 2,941 27,581 47,653 -57,935 20,240 Segment liabilities 2,402 9,111 30,639 -32,443 9,710
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 61 Consolidated Audited Annual Report of 2024/2025 Financial Year 2023/2024 EUR '000 Estonia United Kingdom Central Activities Eliminations Total External revenues 4,462 12,624 0 0 17,086 Inter-segment revenue 0 0 45 -45 0 Total revenue 4,462 12,624 45 -45 17,086 EBITDA* -794 875 -418 0 -337 Depreciation and amortisation -539 -350 -184 0 -1,074 Impairment 0 -1,897 0 0 -1,897 Operating profit (loss) -1,333 -1,373 -602 0 -3,308 Financial income / expenses -97 -18 -941 0 -1,056 Share of result of associates and joint ventures 0 0 46 0 46 Profit (loss) from the sale of the subsidiary 0 0 -271 0 -271 Profit (loss) before tax -1,430 -1,391 -1,768 0 -4,589 Income tax 0 -83 0 0 -83 Net profit (loss) for the period -1,430 -1,474 -1,768 0 -4,672 Segment assets 3,896 27,764 46,992 -54,838 23,814 Segment liabilities 2,322 9,812 28 678 -22,077 18,735 *EBITDA – operating profit adjusted for depreciation, amortisation and impairment of fixed assets SALES BY GEOGRAPHICAL REGIONS EUR ‘000 2024/2025 2023/2024 United Kingdom 13,797 12,624 Estonia 4,985 4,462 Total 18,782 17,086 NON-CURRENT ASSETS BY LOCATION EUR ‘000 2024/2025 2023/2024 Great Britain 14,065 14,350 Estonia 2,486 2,917 Total 16,550 17,266 The table shows non-current assets excl. financial assets and investments in associates.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 62 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 19. COST OF GOODS SOLD EUR '000 Note 2024/2025 2023/2024 Materials in production & cost of goods purchased for resale -10,775 -9,902 Staff costs 22 -2,682 -2,288 Depreciation and amortisation -541 -712 Other costs of goods sold* -797 -986 Total cost of goods sold -14,796 -13,888 * Other costs of goods sold includes expenses related to production and fish farming assets (rent, maintenance, insurance, utilities, etc.), staff-related costs and other expenses and subcontracted services. NOTE 20. SALES AND MARKETING EXPENSES EUR '000 Note 2024/2025 2023/2024 Advertising, marketing and product development -123 -93 Transportation and logistics services -998 -910 Staff costs 22 -526 -540 Warehouse service -126 -148 Depreciation and amortisation -169 -156 Short-term lease expenses -189 -173 Other sales and marketing expenses* -680 -642 Total sales and marketing expenses -2,810 -2,663 * Other sales and marketing expenses include costs related to real estate (lease, maintenance, insurance, utilities etc.), staff related costs and other services. NOTE 21. GENERAL AND ADMINISTRATIVE EXPENSES EUR '000 Note 2024/2025 2023/2024 Staff costs 22 -912 -1,036 Depreciation and amortisation -30 -206 Consulting and advisory services -324 -108 Information and communication services -80 -22 Legal services -164 -98 Business trips and costs of entertaining guests 0 -2 Other general and administrative expenses* -185 -488 Total general and administrative expenses -1,695 -1,960 * Other general and administrative expenses include subcontracted services, bank fees, office related expenses, insurance costs, staff- related costs and other expenses.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 63 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 22. STAFF COSTS EUR '000 Note 2024/2025 2023/2024 Wages and salaries -3,434 -3,268 Social security tax and other labour taxes -592 -505 Holiday reserve together with taxes -95 -91 Total staff costs 19, 20, 21 -4,121 -3,864 Including average number of employees: Average number of employees working under employment contract 140 135 Average number of members of management or control board 8 10 Average number of employees 148 145 *Members of the management and supervisory bodies include the members of the management and supervisory boards of the Groups parent company and subsidiaries NOTE 23. OTHER OPERATING INCOME AND EXPENSES EUR '000 Note 2024/2025 2023/2024 Income from government grants 16 34 22 Foreign exchange income/expense 5 23 Goodwill impairment 12 0 -1,897 Impairment of accounts receivables -99 0 Other operating income/expense -46 -30 Total other operating expenses -106 -1,882 NOTE 24. FINANCIAL INCOME AND EXPENSE EUR '000 Note 2024/2025 2023/2024 Interest expense -779 -1,044 Other financial income* 9,578 0 Other financial expenses** -451 -13 Total 8,347 -1,057 * One-off gain of 9,578 thousand euros from the debt restructuring was recognized. ** Other finance costs relate to interest expense on the restructured debt obligations, calculated using the effective interest rate method, totaling 451 thousand euros.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 64 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 25. INCOME TAX EXPENSES EUR '000 Note 2024/2025 2023/2024 Income tax expense -244 -64 Deferred income tax expense / income 10 -0 -20 Total income tax expense -244 -83 NOTE 26. TRANSACTIONS WITH RELATED PARTIES The Group considers parties to be related when one party has control over the other party or has significant influence over the business decision of the other party. Related parties include: ● shareholders with significant influence (the largest shareholder of PRFoods is the international investment fund Amber Trust II S.C.A.); ● members of the supervisory board and members of all supervisory and management boards of group entities1; ● close family members of the persons mentioned above and the companies related to them. 1Key management personnel are considered to be only the members of the Management Board and Supervisory Board of the Parent Company, as only they have the responsibility for planning, managing, and controlling the Group's activities. During the reporting period group entities have performed purchase and sales transactions with related parties as follows: Party EUR '000 Type of transaction 2024/2025 Purchase 2024/2025 Sale 2023/2024 Purchase 2023/2024 Sale Companies related to members of the Management and Supervisory Boards Services -6 0 12 2 Total -6 0 12 2 Management estimates that all related party transactions have been concluded at market prices and at market conditions. At the balance sheet date, there were no receivables from related parties. Liabilities are presented in the table below. Creditor Type of transaction Payables as at 30.06.2025 Payables as at 30.06.2024 EUR '000 EUR '000 Shareholder Unsecured loan 451 411 Shareholder Senior loan 472 0 Shareholder Bond and accrued interest 3,496 3,492 4,419 3,903 Compensation for the members of the Management Board and Supervisory Board of AS PRFoods (excluding fees received from subsidiaries) was calculated together with social taxes as follows: EUR ‘000 2024/2025 2023/2024 Short-term benefits 35 65 Total 35 65 The members of the management and supervisory boards AS PRFoods are not entitled to any pension-related rights from the company. The members of the management boards are entitled to termination benefits. AS PRFoods’ maximum expense related to payment of termination benefits including taxes totals 24 thousand euros (30.06.202 4: 24 thousand euros).
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 65 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 27. ASSOCIATES As of 30.06.2025, the Group did not hold any investments in associates. Avamere Kalakasvatus OÜ (50% share) On 31.10.2024, the Group sold its 50% interest in Avamere Kalakasvatus OÜ for 1 euro. The disposed entity had no business operations. The sale of the associate resulted in a loss of 1 thousand euros for the Group, which is recognized in the income statement under “Share of result of associates and joint ventures”. AS Toidu- ja Fermentatsioonitehnoloogia Arenduskeskus (20% share) On 16.12.2024, the Group signed a sale agreement to dispose of its investment in TFTAK. The Group sold its entire holding of 11,250 shares with a nominal value of 0.70 euros per share (i.e., a total nominal value of 7,875 euros), representing 20% of TFTAK’s total share capital. The transaction value was 280 thousand euros. The carrying amount of TFTAK in the Group’s financial statements at the time of the transaction was 418 thousand euros. The consideration received amounted to 280 thousand euros, which aligns with an independent third-party valuation. The transaction resulted in a one -off loss of 138 thousand euros for the Group’s consolidated and unconsolidated financial statements. This loss is recognized in the income statement under “Share of result of associates and joint ventures”. NOTE 28. GOING CONCERN In the 2023/2024 financial year report, the Management Board drew attention to the fact that, as of 30.06.2024, the Group’s current liabilities amounted to 13,458 thousand euros, exceeding current assets by 9,226 thousand euros. A significant portion of the Group’s current liabilities consisted of interest-bearing borrowings totaling 10,899 thousand euros. As of the publication of the 2023/2024 financial statements, the repayment of these short -term interest -bearing borrowings was subject to significant uncertainty. To ensure the continuity of PRFoods and its subsidiaries, during the 2024/2025 financial year, a voluntary out -of-court restructuring of the listed convertible bonds and shareholder loans (restructured liabilities) was carried out. The main terms of the restructuring were as follows: • The maturities of all restructured liabilities were extended until 31.03.2028. • From 31.03.2025, a 0% interest rate applies to the restructured liabilities. • The Company may receive additional loans of up to 1,500 thousand euros from its shareholder, Amber Trust II S.C.A., SICAR. • During the three-year restructuring period, PRFoods will continue operations with the aim of increasing the value of its assets and selling designated fixed assets, with the net proceeds from such sales applied toward settling financial liabilities according to the agreed terms. The Management Board considers the implementation of the restructuring plan realistic within the three -year period outlined in the restructuring schedule. Management has initiated several actions to support the plan and ensure repayment of the restructured liabilities according to the terms set out in the restructuring plan: • The Group has continued efforts to expand sales opportunities and acquire new clients in order to increase production and sales volume, improve operational efficiency, and strengthen profitability and cash flow. In the 2024/2025 financial year, sales revenue of both the Estonian and UK units increased by over 10%. The Group’s EBITDA margin improved compared to the previous financial year, rising from -2.0% to 0.6%. Management continues to implement measures aimed at improving financial performance and incre asing asset value during the restructuring period, with the objective of creating favorable conditions for the potential sale of assets in the future. • Management has reviewed the structure of operating expenses and implemented cost -saving measures at both production and support function levels. In the 2024/2025 financial year, operating expenses decreased by approximately 300 thousand euros (excluding on e-off costs related to the restructuring). Management plans to continue seeking opportunities to improve efficiency in the 2025/2026 financial year. • In accordance with the restructuring plan, management regularly assesses the market value of the Group’s assets and considers opportunities to sell Group assets as agreed under the restructuring plan. As a result of the debt restructuring, PRFoods has achieved a financial position that ensures the continuity of operations and compliance with the restructuring plan. As of the end of the 2024/2025 financial year, the Management Board does not see any risks to the Group’s ability to continue operations. The Group does not plan to discontinue any of its business units and will continue its ordinary business operations.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 66 Consolidated Audited Annual Report of 2024/2025 Financial Year The Group does not plan to discontinue or liquidate the operations of its business units (including the parent company) and will continue its normal business activities. In accordance with IFRS requirements, management has assessed the going concern assumption and confirms that the Group will continue its operations for at least the next 12 months after the reporting date, as well as in the longer term, taking into account projected cash flows, financial position, and management’s strategic plans. NOTE 29. EVENTS AFTER THE REPORTING PERIOD Additional payments from the Amber Trust II S.C.A. senior loan agreement Up to the date of publication of this annual report, Amber Trust II S.C.A. has made additional payments under the senior loan agreed in the restructuring plan to the Group, totaling 300 thousand euros, to support the Group’s operations during the restructuring period. The terms of these additional payments are the same as those agreed in the preferred loan agreement, i.e., the loans received are non -interest-bearing and are repayable on 31 .03.2028 or, if permitted by the restructuring plan, earlier – specifically, on the date when proceeds from the sale of the Group’s assets are distributed.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 67 Consolidated Audited Annual Report of 2024/2025 Financial Year NOTE 30. THE PARENT COMPANY PRIMARY’S FINANCIAL STATEMENTS Pursuant to the Accounting Act of the Republic of Estonia, the separate (primary) financial statements of the consolidating entity (Parent Company) have to be disclosed in the notes to the consolidated financial statements. In preparing the separate primar y financial statements of the Parent Company, the same accounting policies have been applied as in preparing the consolidated financial statements. The accounting policy for reporting subsidiaries has been amended in the separate primary financial statements disclosed as supplementary information in the Annual Report in conjunction with lAS 27 “Consolidated and Separate financial Statements”. In the Parent Company’s financial statements, which are disclosed in the notes to these financial statements (supplementary information about the Parent Company of the Group), investments in the shares of subsidiaries are measured at cost, less any impairment losses. STATEMENT OF FINANCIAL POSITION EUR '000 30.06.2025 30.06.2024 ASSETS Cash 35 0 Loans issued 145 0 Receivables and prepayments 5,089 4,435 Total current assets 5,268 4,435 Investments in subsidiaries 10,378 10,378 Long-term financial investments 0 417 Loans issued 11,695 11,731 Intangible assets 0 19 Total non-current assets 22,073 22,546 TOTAL ASSETS 27,341 26,980 EQUITY AND LIABILITIES Payables and prepayments 92 10,235 Total current liabilities 92 10,235 Loans and borrowings 4,856 2,345 Total non-current liabilities 4,856 2,345 Total liabilities 4,949 12,581 Share capital 7,737 7,737 Share premium 14,007 14,007 Statutory capital reserve 51 51 Treasury shares -390 -390 Unrealized exchange differences 0 0 Retained loss 989 -7,005 Total equity 22,393 14,399 TOTAL EQUITY AND LIABILITIES 27,341 26,980
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 68 Consolidated Audited Annual Report of 2024/2025 Financial Year STATEMENT OF COMPREHENSIVE INCOME EUR '000 2024/2025 2023/2024 Revenue 0 0 Gross profit 0 0 Operating expenses Sales and marketing expenses -1 0 Administrative and general expenses -395 -520 Other income/expenses -99 1 Operating loss -494 -519 Financial income/expenses 8,489 -104 Profit (Loss) before tax 7,994 -623 Net profit (loss) 7,994 -623 Total comprehensive income (loss) 7,994 -623
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 69 Consolidated Audited Annual Report of 2024/2025 Financial Year CASH FLOW STATEMENT EUR '000 2024/2025 2023/2024 Cash flow from operating activities Net profit (loss) 7 994 -623 Adjustments: Depreciation 19 181 Profit/(-loss) from sale of associate 138 0 Other non-cash items -8,553 928 Changes in receivables and prepayments -21 -927 Changes in payables and prepayments -14 108 Net cash inflow (outflow) from operating activities -437 -333 Cash flow from investing activities Purchase of tangible and intangible fixed assets 0 0 Sale of associate 280 0 Loans granted -145 0 Repayments of loans granted 36 2,454 Net cash inflow (outflow) from investing activities 471 2,454 Cash flow from financing activities Repayment of issued loans 0 -1,311 Loans received 300 0 Interest paid 0 -813 Net cash inflow (outflow) from financing activities 0 -2,124 Net increase (decrease) in cash and cash equivalents 34 -3 Cash and cash equivalents at beginning of year 0 3 Change in cash and cash equivalents 34 -3 Cash and cash equivalents at the end of the period 34 0
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 70 Consolidated Audited Annual Report of 2024/2025 Financial Year STATEMENT OF CHANGES IN EQUITY EUR '000 Share capital Share premium Treasury shares Statutory capital reserve Retained earnings (loss) Total equity Balance at 30.06.2023 7,737 14,007 -390 51 -6,381 15,022 Carrying amount of interests under control and significant influence -10,378 Value of interests under control and significant influence accounted for using the equity method 3,388 Adjusted unconsolidated equity at 30.06.2023 8,032 Comprehensive expense for reporting period 0 0 0 0 -623 -623 Total change 0 0 0 0 -623 -623 Balance at 30.06.2024 7,737 14,007 -390 51 -7,004 14,401 Carrying amount of interests under control and significant influence -10,378 Value of interests under control and significant influence accounted for using the equity method 0 Adjusted unconsolidated equity at 30.06.2023 4,023 Comprehensive expense for reporting period 0 0 0 0 7,994 7,994 Total change 0 0 0 0 7,994 7,994 Balance at 30.06.2025 7,737 14,007 -390 51 990 22,395 Carrying amount of interests under control and significant influence -10,378 Value of interests under control and significant influence accounted for using the equity method 0 Adjusted unconsolidated equity at 30.06.2025 12,017 Adjusted unconsolidated equity is used as the basis for determining distributable equity in accordance with the Accounting Act of Estonia. As of 30 June 2025, the adjusted unconsolidated equity amounts to EUR 12,017 thousand, and the consolidated equity amounts to EUR 10,528 thousand. The difference of EUR 1,489 thousand between the adjusted unconsolidated and consolidated equity is due to th e fact that the value of the Group’s subsidiaries and associates accounted for using the equity method has decreased to zero, and further losses from these investments are recognized off-balance sheet.
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 71 Consolidated Audited Annual Report of 2024/2025 Financial Year MANAGEMENT BOARD’S CONFIRMATION TO THE ANNUAL REPORT The management confirms that the reports presented on pages 6 to 2 6, including AS PRFoods' management report, corporate social and environmental responsibility report, corporate governance report, and remuneration report, provide a true and fair overview of the business development, results, and financial position of the parent company and the consolidated entities as a whole. The management further affirms that the consolidated financial statements presented on pages 2 7 to 70 provide, in their opinion, a true and fair view of the assets, liabilities, financial position, and results of the issuer and the consolidated entities as a whole, in accordance with international financial reporting standards as adopted by the European U nion. The report also includes descriptions of key risks and uncertainties. Timo Pärn Member of the Management Board 31.10.2025 Kristjan Kotkas Member of the Management Board 31.10.2025
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This version of our auditors’ report is a copy from the original, which was prepared in xhtml format and presented to Nasdaq Tallinn together with the original version of the consolidated financial statements. All possible care has been taken to ensure that the copy is an accurate representation of the original, excluding xbrl tagging. However, in all matters of interpretation of information, views or opinions, the original version of our report takes precedence over this copy. Independent auditors’ report To the Shareholders of AS PRFoods (Translation of the Estonian original) Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of AS PRFoods and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as at 30 June 2025, the consolidated statements of comprehensive income, cash flows and changes in equity for the year then ended, and notes, comprising material accounting policies and other explanatory information. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 30 June 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (Estonia). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (Estonia) (including International Independence Standards), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Going concern assessment Refer to notes 14 and 28 to the consolidated financial statements. The key audit matter How the matter was addressed in our audit KPMG Baltics OÜ did not express an opinion on the Group’s consolidated financial statements for 2023/2024, since KPMG was unable to obtain sufficient appropriate evidence to determine that management’s use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate. In this area, we conducted, among others, the following audit procedures: — Performed risk assessment procedures and considered whether there are events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern.
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This version of our auditors’ report is a copy from the original, which was prepared in xhtml format and presented to Nasdaq Tallinn together with the original version of the consolidated financial statements. All possible care has been taken to ensure that the copy is an accurate representation of the original, excluding xbrl tagging. However, in all matters of interpretation of information, views or opinions, the original version of our report takes precedence over this copy. The consolidated financial statements for 2024/2025 have been prepared on the assumption that the Group is a going concern. During the 2024/2025 financial year, a voluntary out - of-court restructuring of the listed convertible bonds and shareholder loans was carried out. As a result, the Group’s financial position stabili sed. According to the conditions of the structuring schedule, the Group must sell its designated non-current assets as an active business by 31 March 2028. In our opinion, users of the Group’s consolidated financial statements are primarily interested in the Group’s ability to fulfil the conditions stated in the restructuring schedule. This, in turn, is connected to the Group’s ability to continue as a going concern for the next twelve months and beyond. The going concern assessmen t is based on significant judgements and estimates made by management , which are subject to significant uncertainty and sensitive to changes in certain assumptions. Consequently, we identified the going concern assessment as a key audit matter. — Obtained management’s assessment of going concern and discussed with management whether they had identified any events or conditions that, individually or collectively, may cast significant doubt on the entity’s ability to continue as a going concern. — Evaluated management’s assessment of the entity’s ability to continue as a going concern, including whether the assessment incorporates all relevant information. — Inquired with management whether any events or conditions had occurred after the assessment period that could raise significant doubt about the entity’s ability to continue as a going concern. — Obtained sufficient and appropriate audit evidence and evaluated whether a ny material uncertainties exist. This included assessing management’s plans and future cash flow forecasts and key assumptions , as well as forecasts related to the sale of designated assets. — Evaluated whether management’s assessments are realistic based on the historical performance and market conditions. — Analysed the key terms of the restructuring schedule and assessed its impact on the Group’s liquidity and solvency, considering the new structure of the restructured debt obligations and its effect on the Group’s financial position. — Assessed the adequacy of the disclosures in the consolidated financial statements regarding going concern. Restructuring of Debt Obligations Refer to Notes 3 and 14 to the consolidated financial statements. The key audit matter How the matter was addressed in our audit The Group’s consolidated statement of financial position as at 30 June 2025 includes debt obligations at fair value of EUR 4,428 thousand and the consolidated statement of comprehensive income includes a one-off gain of EUR 9,577 thousand from the restructuring of the debt obligations . The above debt obligations were restructured during the 2024/2025 financial year . The new terms of the debt obligations are disclosed in Note 14 to the consolidated financial statements. The restructuring of debt obligations is considered as a substantial modification of terms in accordance with IFRS 9. In the case of a substantial modification of the terms of debt instruments , the original financial liabilities should be derecogni sed, and new financial In this area, we conducted, among others, the following audit procedures: — Evaluated whether the new terms of the debt obligations are substantially different from the original terms and whether certain points of IFRS 9 are applicable. — Assisted by our own valuation specialist, we verified the accuracy and application of the input data, assumptions, and methodologies used, as well as the reasonableness and relevance of management’s conclusions based on known facts regarding the restructured financial liabilities.
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This version of our auditors’ report is a copy from the original, which was prepared in xhtml format and presented to Nasdaq Tallinn together with the original version of the consolidated financial statements. All possible care has been taken to ensure that the copy is an accurate representation of the original, excluding xbrl tagging. However, in all matters of interpretation of information, views or opinions, the original version of our report takes precedence over this copy. liabilities should be recognised at their fair value as of the date of the substantial modification of the terms. The Group’s management has evaluated the fair value of financial liabilities in accordance with IFRS 13 Fair Value Measurement . For listed bonds, fair value was determined based on their quoted market prices in an active market using the mid-market price method. For other, unlisted debt obligations, fair value was determined using the adjusted discounted cash flow method. Following initial recognition, the restructured debt obligations we re measured using the amorti sed cost method, applying the effective interest rate determined at the restructuring date. Management estimated the future cash flows from the restructured obligations and determined the effective interest rate, which is used to recogni se interest expense in subsequent periods. The restructured debt obligations account for 22% of the Group’s assets. The one-off gain from the from the restructuring of the debt obligations of EUR 9,577 thousand has a significant impact on the Group’s financial position. Fair value measurement is based on significant judgements and estimates made by management, and the results of the valuation are sensitive to changes in certain assumptions. Due to the above circumstances, we identified the restructuring of debt obligations as a key audit matter. — Reviewed the fair value calculations of debt obligations prepared by management. — Evaluated the adequacy of the disclosures related to the restructuring of debt obligations and the determination of fair value in the consolidated financial statements. Other Information Management is responsible for the other information. The other information comprises the information included in the management report, the report on corporate governance and the remuneration report, but does not include the consolidated financial statements and our auditors’ report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. In addition, our responsibility is to state whether the information presented in the management report has been prepared in accordance with the applicable legal and regulato ry requirements. With respect to the remuneration report, our responsibility also includes considering whether the remuneration report has been prepared in accordance with the requirements of Article 135 3 (3) of the Securities Market Act. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard and we state that the information presented in the managemen t report is materially consistent with the consolidated financial statements and in accordance with the applicable legal and regulatory requirements . In our opinion, the remuneration report has been prepared in accordance with the requirements of Article 1 35 3 (3) of the Securities Market Act. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determ ines is necessary to enable the preparation of consolidated financial
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This version of our auditors’ report is a copy from the original, which was prepared in xhtml format and presented to Nasdaq Tallinn together with the original version of the consolidated financial statements. All possible care has been taken to ensure that the copy is an accurate representation of the original, excluding xbrl tagging. However, in all matters of interpretation of information, views or opinions, the original version of our report takes precedence over this copy. statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process. Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (Estonia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and a re considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with International Standards on Auditing (Estonia), we exercise professional judgement and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. - Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, then we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of
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This version of our auditors’ report is a copy from the original, which was prepared in xhtml format and presented to Nasdaq Tallinn together with the original version of the consolidated financial statements. All possible care has been taken to ensure that the copy is an accurate representation of the original, excluding xbrl tagging. However, in all matters of interpretation of information, views or opinions, the original version of our report takes precedence over this copy. most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Report on Compliance with the Requirements for iXBRL tagging of Consolidated Financial Statements included within the European Single Electronic Format Regulatory Technical Standard (ESEF RTS) We have undertaken a reasonable assurance engagement on the iXBRL tagging of the consolidated financial statements included in the digital files 529900PFXFO2ZDCRNK93-2025-06-30-1-et.zip prepared by AS PRFoods. Responsibilities of Management for the Digital Files Prepared in Compliance with the ESEF RTS Management is responsible for preparing digital files that comply with the ESEF RTS. This responsibility includes: – the selection and application of appropriate iXBRL tags using judgement where necessary; – ensuring consistency between digitised information and the consolidated financial statements presented in human-readable format; and – the design, implementation and maintenance of internal control relevant to the application of the ESEF RTS. Auditors' Responsibilities Our responsibility is to express an opinion on whether the electronic tagging of the consolidated financial statements complies in all material respects with the ESEF RTS based on the evidence we have obtained. We apply the provisions of the International Standard on Quality Management (Estonia) 1 (revised) and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (Estonia) (including International Independence Standards), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE 3000) issued by the International Auditing and Assurance Standards Board. A reasonable assurance engagement in accordance with ISAE 3000 (Revised) involves performing procedures to obtain evidence about compliance with the ESEF RTS. The nature, timing and extent of procedures selected depend on the practitioner’s judgment, including the assessment of the risks of material departures from the requirements set out in the ESEF RTS, whether due to fraud or error. A reasonable assurance engagement includes: – obtaining an understanding of the tagging and the ESEF RTS, including of internal control over the tagging process relevant to the engagement; – reconciling the tagged data with the audited consolidated financial statements of the Group dated 30 June 2025; – evaluating the completeness of the tagging of the consolidated financial statements; – evaluating the appropriateness of the Group’s use of iXBRL elements selected from the ESEF taxonomy and the creation of extension elements where no suitable element in the ESEF taxonomy has been identified; – evaluating the use of anchoring in relation to the extension elements.
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This version of our auditors’ report is a copy from the original, which was prepared in xhtml format and presented to Nasdaq Tallinn together with the original version of the consolidated financial statements. All possible care has been taken to ensure that the copy is an accurate representation of the original, excluding xbrl tagging. However, in all matters of interpretation of information, views or opinions, the original version of our report takes precedence over this copy. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In our opinion, the consolidated financial statements included in the annual report of AS PRFoods identified as 529900PFXFO2ZDCRNK93-2025-06-30-1-et.zip for the year ended 30 June 2025 are tagged, in all material respects, in compliance with the ESEF RTS. Other Requirements of the Auditors' Report in Accordance with Regulation (EU) No 537/2014 of the European Parliament and of the Council We were appointed by those charged with governance on 19 December 2019 to audit the consolidated financial statements of AS PRFoods for the years ended 30 June 2020 to 30 June 2021. Our total uninterrupted period of engagement is six years, covering the periods ending 30 June 2020 to 30 June 2025. We confirm that: – our audit opinion is consistent with the additional report presented to the Audit Committee of the Group; – The non-audit services provided to AS PRFoods and its subsidiaries have been in compliance with the laws and regulations of the Republic of Estonia. During the audited period, KPMG Baltics OÜ provided the following non- audit services to AS PRFoods: other assurance services in accordance with International Standard on Assurance Engagements (Estonia) 3000 (Revised), and other services for the purpose of complying with the Nasdaq Tallinn Stock Exchange rules. – we have not provided to the Group the prohibited non- audit services (NASs) referred to in Article 5(1) of EU Regulation (EU) No 537/2014. We also remained independent of the audited entity in conducting the audit. Tallinn, 31 October 2025 /signed/ Indrek Alliksaar Certified Public Accountant, Licence No 446 /signed/ Margarita Vladimirskaja Certified Public Accountant, Licence No 761 KPMG Baltics OÜ Licence no 17 KPMG Baltics OÜ Ahtri 4 Tallinn 10151 Estonia Tel +372 626 8700 www.kpmg.ee
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"Consolidated annual report of the company in .pdf format without the European Single Electronic Format (ESEF) tagging. The original document has been submitted in machine -readable .xhtml format to the Nasdaq Tallinn stock exchange and has been digitally s igned (Link: https://nasdaqbaltic.com/)" 78 Consolidated Audited Annual Report of 2024/2025 Financial Year PROPOSAL FOR PROFIT DISTRIBUTION AS PRFoods' management proposes to the shareholders' general meeting to allocate the loss for the financial year ending June 30, 2025, as follows: EUR '000 Net profit attributable to shareholders 7,339 Increase of statutory reserve capital (1/20 of net profit) 367 Profit for the reporting year to be carried to retained earnings from previous periods 6,972 Statutory reserve capital before increase 51 Statutory reserve capital after increase 418 Retained earnings (loss) from previous periods before profit distribution -11,327 Consolidated retained earnings (loss) after profit distribution -11,694 Timo Pärn Member of the Management Board 31.10.2025 Kristjan Kotkas Member of the Management Board 31.10.2025