1
Pharmanutra S.p.A.
Headquarter Via Campodavela 1 - 56122 Pisa Company Register - REA PISA - PI 146259 Share Capital € 1.123.097,70 f.p.
Tax Code, VAT Nu mber 01679440501
HALF YEAR FINANCIAL
REPORT
June 30, 202 6
The PharmaNutra Group is a group of companies specialized in the pharmaceutical , nutraceutical and nutritional sectors. To date, the Italian companies PharmaNutra S.p.A. (Parent Company) , Akern S.r.l. and Athletica Cetilar® S.r.l. are part of the Group. , in addition to the two foreign subsidiaries PharmaNutra U.S.A. Corp. and PharmaNutra España S.L.U.
The history of the Group began in 2000 with the foundation of Alesco S.r.l., a company focused on the development of nutraceutical raw materials, followed in 2003 by the establishment of PharmaNutra S.p.A., specialized in the development of nutraceutical p roducts and medical devices. Finally, in 2010, Junia Pharma S.r.l., a company operating in the pediatric sector, was born. In 2022, following the acquisition of 100% of Akern S.r.l., the Group opened up to the nutritional research sector, internalizing a u nique technical -scientific know -how and generating important synergies.
Since 2013, the Group has been present in foreign markets with a flexible and innovative business model, which is based on a consolidated network of distributors of excellence . Currently, PharmaNutra products are present in over 80 countries around the world, including Europe, Asia, Africa and America , thanks to a network of selected commercial partners.
In 2023, PharmaNutra España and PharmaNutra USA were established with the aim of directly overseeing the distribution of products on the market of the two countries, while in 2024 the merger by incorporation into PharmaNutra of the two historic companies, Junia Pharma S.r.l. and Alesco S.r.l., was carried out.
A new corporate structure is thus defined, which meets the requirements of the entire production chain , from the development of new technologies and patents, to the marketing of nutraceutical products and medical devices capable of covering the needs of health and well -being from early childhood to adulthood.
Thanks to continuous investments in R&D activities that have led to the recognition of numerous patents related to Sucrosomial® Technology and Cetylated Esters (CFAs), the Group has managed in a short time to establish itself as a leader in the sector of iron and mineral based nutritional supplements and medical devices dedicated to the restoration of joint capacity.
The PharmaNutra Group today has more than 1 40 employees with a network of over 1 40 single -firm single -brand Pharmaceutical Sales Representatives in Italy.
OUR HISTORY
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CORPORATE BODIES
Board of Directors Andrea Lacorte ( Chairman – Executive Director ) Roberto Lacorte (Vicepresident – Executive Director ) Carlo Volpi ( Executive Director ) Germano Tarantino ( Executive Director) Simona Del Re (Non executive and Non Ind ependent Director ) Alessandro Calzolari ( Independent Director ) Simonetta Iarlori (Independent Director ) Elena Pro ( Independent Director ) Marida Zaffaroni ( Independent Director ) Board of Statutory Auditors Raffaele Ripa ( Chairman of the Board of Statutory Auditors ) Debora Mazzacherini ( Standing Auditor ) Giuseppe Rotunno ( Standing Auditor ) Cecilia Andreoli ( Alternate Auditor ) Alessandro Lini ( Alternate Auditor )
Independent Auditors
BDO Audit Services S.r.l.
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INTRODUCTION
PharmaNutra S.p.A., whose shares are traded on the STAR Segment of the Mercato Telematico Azionario ("MTA"), organized and managed by Borsa Italiana since December 15, 2020, operates in the nutraceutical and pharmaceutical sector with the aim of improving people's well -being. On the strength of continuous research and development, it has introduced new nutritional concepts and new active ingredients to the market. It manufactures products with innovative technologies, paying particular attention to the prot ection of intellectual property.
This Half -Year Financial Report is presented in a single document for the purposes of the Condensed Half -Year Consolidated Financial Statements of the Pharma nutra Group (hereinafter the "Group").
The administrative body of Pharma nutra S.p.A. has resolved to prepare the Group's Condensed Half -Year Consolidated Financial Statements in accordance with the International Accounting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB) and approved by the Eur opean Union.
The amounts in the schedules, tables and explanatory notes, unless otherwise indicated, are expressed in thousands of euros.
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INDEX
HALF -YEAR FINANCIAL REPORT ON OPERATIONS AS AT 30 JUNE 2026 ................................ ................................ .................... 1 1.1 MAIN ECONOMIC , BALANCE SHEET AND FINANCIAL DATA ................................ ................................ ................................ ................................ ................................ ...................... 1 1.2 THE PHARMANUTRA GROUP ................................ ................................ ................................ ................................ ................................ ................................ ................................ ........... 1 1.3 ECONOMIC AND FINANCIAL PERFORMANCE IN THE FIRST HALF OF 2026 ................................ ................................ ................................ ................................ ....................... 4 1.4 SIGNIFICANT EVENTS IN THE FIRST HALF OF THE YEAR ................................ ................................ ................................ ................................ ................................ ............................ 8 1.5 THE RESULTS OF THE PHARMANUTRA GROUP ................................ ................................ ................................ ................................ ................................ ................................ .......... 9 1.6 REFERENCE MARKETS IN WHICH THE GROUP OPERATES ................................ ................................ ................................ ................................ ................................ .................... 13 IRON MARKET ................................ ................................ ................................ ................................ ................................ ................................ ................................ ................................ ............. 17 TOPICAL PAIN RELIEF MARKET ................................ ................................ ................................ ................................ ................................ ................................ ................................ ............. 21 TONIC SUPPLEMENTS MARKET ................................ ................................ ................................ ................................ ................................ ................................ ................................ ............ 24 VITAMIN B MARKET ................................ ................................ ................................ ................................ ................................ ................................ ................................ ................................ .25 1.7 INVESTMENTS ................................ ................................ ................................ ................................ ................................ ................................ ................................ ................................ .....26 1.8 RESEARCH AND DEVELOPMENT ACTIVITIES ................................ ................................ ................................ ................................ ................................ ................................ ............ 27 1.9 PHARMA NUTRA ON THE STOCK EXCHANGE ................................ ................................ ................................ ................................ ................................ ................................ ............ 28 1.10 RELATED -PARTY TRANSACTIONS ................................ ................................ ................................ ................................ ................................ ................................ .............................. 31 1.11 TREASURY SHARES AND SHARES HELD BY SUBSIDIARIES ................................ ................................ ................................ ................................ ................................ ................ 32 1.12 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES ................................ ................................ ................................ ................................ ................................ .............. 32 1.13 SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD ................................ ................................ ................................ ................................ ............................... 33 1.14 OUTLOOK ................................ ................................ ................................ ................................ ................................ ................................ ................................ ................................ .......... 33
PHARMANUTRA GROUP CONDENSED HALF -YEAR CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2026 .......... 35
FINANCIAL STATEMENTS ................................ ................................ ................................ ................................ ............................... 36 CONSOLIDATED BALANCE SHEET ................................ ................................ ................................ ................................ ................................ ................................ ................................ .........36 CONSOLIDATED INCOME STATEMENT ................................ ................................ ................................ ................................ ................................ ................................ ................................ .37 CONSOLIDATED COMPREHENSIVE INCOME ................................ ................................ ................................ ................................ ................................ ................................ ...................... 38 STATEMENT OF CHANGES IN SHAREHOLDERS ’ CONSOLIDATED EQUITY ................................ ................................ ................................ ................................ ................................ .38 CONSOLIDATED CASH FLOW ................................ ................................ ................................ ................................ ................................ ................................ ................................ ................. 39
4 1. STRUCTURE AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS ................................ ................................ ................................ ........... 40 2. SCOPE OF CONSOLIDATION ................................ ................................ ................................ ................................ ................................ ................................ ................................ ...41 3. CONSOLIDATION CRITERIA AND TECHNIQUES ................................ ................................ ................................ ................................ ................................ .......................... 42 4. ACCOUNTING POLICIES AND MEASUREMENT CRITERIA ................................ ................................ ................................ ................................ ................................ ....43
5. IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED OR APPLICABLE/APPLIED FROM 1
JANUARY 2026 ................................ ................................ ................................ ................................ ................................ ................................ ................................ ................................ .....44 6. RISK MANAGEMENT AND UNCERTANCIES ................................ ................................ ................................ ................................ ................................ ................................ ..45 6.1 EXTERNAL RISKS ................................ ................................ ................................ ................................ ................................ ................................ ................................ ......................... 45 6.2 MARKET RISKS ................................ ................................ ................................ ................................ ................................ ................................ ................................ ............................. 46 6.3 FINANCIAL RISKS ................................ ................................ ................................ ................................ ................................ ................................ ................................ ........................ 47 7. OPERATING SEGMENT INFORMATION ................................ ................................ ................................ ................................ ................................ ................................ ........... 50 8. COMMENTS TO THE MAIN ITEMS ................................ ................................ ................................ ................................ ................................ ................................ ....................... 51 9. OTHER INFORMATION ................................ ................................ ................................ ................................ ................................ ................................ ................................ ............... 71 10. EVENTS AFTER 30 JUNE 2026 ................................ ................................ ................................ ................................ ................................ ................................ .......................... 71 11. COMMITMENTS ................................ ................................ ................................ ................................ ................................ ................................ ................................ ........................... 71 12. CONTINGENT LIABILITIES AND MAIN OUTSTANDING LITIGATION ................................ ................................ ................................ ................................ ............ 71 13. RELATED -PARTY TRANSACTIONS ................................ ................................ ................................ ................................ ................................ ................................ ................... 72
CERTIFICATION OF THE CONDENSED HALF -YEAR FINANCIAL STATEMENTS PURSUANT TO ARTICLE 154 -BIS,
PARAGRAPH 5, OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 ................................ ................................ ................ 78 INDIPENDENT AUDITORS’ REPORT ................................ ................................ ................................ ................................ ............... 79
1 HALF -YEAR FINANCIAL REPORT ON OPERATIONS AS AT 30 JUNE 2026
1.1 Main economic, balance sheet and financial data This half -year financial report as at 30 June 2026 has been prepared pursuant to Article 154 -ter of Legislative Decree 58/1998 as amended ("TUF").
The main consolidated financial data of the Pharmanutra Group for the six months ended 30 June 2026 and 30 June 2025 are presented below:
ECONOMIC DATA (€ million) 2026 % 2025 % Change
REVENUES 74.3 100.0% 63.1 100.0% 17.7%
SALES REVENUES 73.0 98.2% 61.9 98.1% 17.9%
EBITDA 17.5 23.5% 16.5 26.1% 6.2%
NET RESULT 9.9 13.4% 9.2 14.6% 8.1%
Earning per Share(Euro) 1.04 0.96 8.3%
BALANCE SHEET & EQUITY
(€ million) 30/6/2026 31/12/2025 Change
NET INVESTED CAPITAL 72.5 59.8 12.7
NET FINANCIAL POSITION (2.9) 11.4 (14.4)
EQUITY (69.5) (71.2) (1.7)
1.2 The Pharmanutra Group The Pharmanutra Group (hereinafter also the "Group") is composed of Pharmanutra S.p.A. ("Pharmanutra", the "Company" or the "Parent Company") and its subsidiaries Akern S.r.l. ("Akern"), Pharmanutra Usa Corp.
("Pharmanutra Usa" or "PHN USA"), Pharmanutra E spaña S.L. ("Pharmanutra España" or "PHN ESP") and Athletica Cetilar S.r.l. ("Athletica" or "ATHL").
2 Pharmanutra, a nutraceutical company based in Pisa, specializes in the development of nutritional supplements and medical devices and in the production and distribution of raw materials and active ingredients for the food, pharmaceutical and food supplemen t industries. In particular, it carries out research, design, development and marketing of proprietary and innovative products. Among these, the most relevant are those based on Sucrosomial® Iron, consisting of the products of the Sideral® line; the produ cts intended for the restoration of joint capacity and movement in osteoarticular diseases, consisting of the Cetilar® line and those of the Apport al® line, an energizing tonic composed of 19 nutrients including 5 minerals.
The Company follows strict quality standards while always maintaining a high focus on the raw materials used, unique and exclusive throughout the country, and studies and produces formulations with an important scientific background.
Since 2005 it has been developing and marketing directly and independently a line of products under its own brand, managed through a structure of scientific -commercial sales representatives who present the products directly to the medical class. Pharmanutr a currently has the know -how to manage all phases of the process, from design to formulation and registration of a new product, to marketing and marketing, up to the training of sales representatives. The business model developed has been reported by leadi ng healthcare marketing experts as an example of innovation and efficiency across the entire pharmaceutical landscape.
The company is constantly strengthening its research and development activities in order to further strengthen its results in its sector.
Akern is an Italian company founded in 1980 with the aim of research, development and production of medical instruments and software for monitoring body composition with bioimpedance techniques.
100% 100% 100% 70%
ATHLETICA CETILAR
S.r.l.PHARMANUTRA S.p.a.
PHARMANUTRA USA
Corp. AKERN S.r.lPHARMANUTRA
ESPANA S.L.U.
3 Pharmanutra USA was established in December 2022 for the distribution of Pharmanutra® brand products on the American market through selected ecommerce channels and direct distribution throughout the country.
Pharmanutra España, established in March 2023, deals with the distribution on the Spanish market of the products of the Cetilar® and Cetilar® Nutrition line through selected online sales channels.
Athletica Cetilar S.r.l. was established in March 2024 with the aim of creating a sports medical center oriented towards optimizing the performance of professional and non -professional athletes and the development of applications for the products of the Ce tilar® line.
The Business Lines of the Pharmanutra Group The distribution and sales model of the Pharmanutra Group consists of the following business lines:
- Italy Business Line: it is characterized by the direct presence of the Italian market in which the Group operates; for finished products, the logic that governs this model is to ensure complete coverage of the territory through an organizational structure of commercial scienti fic representatives, who, by carrying out sales and scientific information activities, ensure full control of all the players in the distribution chain:
hospital doctors, outpatient doctors, pharmacies and hospital pharmacies.
In addition to the direct channel, there are sales made through e -commerce.
The commercial activity relating to raw materials is aimed at companies in the food, pharmaceutical and nutraceutical industries as well as nutraceutical products production workshops that work on behalf of third parties.
- International Business Line: it is characterized by the marketing of finished products and raw materials through local partners who, by virtue of multi -year exclusive distribution contracts, distribute and sell the products in their respective markets.
- Akern Business Line: the business model involves the sale of instruments and software for the measurement of body biopedescence in Italy and on foreign markets through agents, distributors and online sales.
A breakdown of revenues for the business lines described is shown below:
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The analysis of the Group's situation, its performance and its operating result is analysed in the following paragraphs, specifically dedicated to the market scenario and the products and services offered, investments and the main indicators of economic pe rformance and the evolution of the balance sheet and financial position.
1.3 Economic and financial performance in the first half of 2026
Sales revenue
Consolidated sales revenues in the first half of 2026 recorded an increase of €11.1 million (+approximately 18% compared to the corresponding period of the previous year), reaching approximately €73 million (€61.9 million as at 30 June 2025); the revenues of the new Business Units contributed to the growth for 2.5 million Euros (+102% approximately).
Revenues Italy
Revenues from sales on the Italian market increased by approximately 9% to Euro 44.8 million (Euro 41.0 million as of June 30, 2025) in a very challenging context due to the operating dynamics that continue to characterize the wholesale channel.
Foreign Revenues
Revenues from sales on foreign markets amounted to Euro 28.2 million, an increase of approximately 34.8% compared to the first half of the previous year (Euro 20.9 million); their incidence on total net revenues increased to approximately 39% compared to 34% in the same period of the previous year. The Group has orders in its backlog for the entire third and fourth quarters.
Operating Costs
Revenues by business line €/1000 2026 2025 Δ% 2026 2025 Italy 41.316 37.731 9,5% 56,6% 61,0% Rest of World 27.705 20.475 35,3% 38,0% 33,1% Medical instruments 3.933 3.671 7,2% 5,4% 5,9% Totale 72.955 61.877 17,9% 100% 100%Incidence
5 Operating costs for the first half of 2026 amounted to Euro 56.8 million, an increase of approximately 22% compared to June 30, 2025 (Euro 46.6 million).
The Pharmanutra Group's Gross Operating Result for the six months ended 30 June 2026 amounted to €17.5 million (+€1 million compared to the first half of 2025), with a margin of approximately 24% on net revenues. The limited reduction in the margin in percentage terms ( -2.6%) , compared to 30 June 2025 , is mainly attributable to the greater incidence on the Italian market of revenues from the direct channel compared to the revenues of the wholesale channel and, with regard to revenues from foreign markets, to the different margins linked to the timing dynamics of order acquisition by foreign distributors.
Net profit for the period for the first half of 2026 amounted to Euro 9.9 million (Euro 9.2 million as of June 30, 2025).
Net Earnings per share for the first half of 2026 amounted to Euro 1.04 compared to Euro 0.96 as of June 30, 2025.
The Net Financial Position as of June 30, 2026 shows a negative balance of Euro 3 million compared to a positive balance of Euro 11.4 million as of December 31, 2025, after paying dividends of Euro 11.5 million. Investments in the first half amounted to approximately 2.4 million eu ros.
In light of the results obtained, there are no problems relating to going concern, liquidity risk and the recoverability of goodwill and tangible and intangible assets recorded in the financial statements as at 30 June 2026.
6 Business results
Revenues from the sale of finished products increased by a total of about 19% with an increase of about 10% and 35%, respectively on the Italian market and on foreign markets.
Revenues from the sale of raw materials and semi -finished products increased by approximately 5% compared to 30 June 2025.
Revenues from the Medical Instruments line increased by 7% compared to 30 June 2025.
The analysis of revenues splitted between recurring activities (AS IS) and revenues deriving from the new Business Unit (USA, China, Cetilar® Nutrition and Spain) shown in the following table, confirms the growth trend of the "AS IS" business (+14%) and the growing contribution of the new Business Units (+102%).
Revenues by area of activity €/1000 2026 2025 Δ% 2026 2025 Finished products- Italy 40.574 36.849 10,1% 55,6% 59,6% Finished products- ROW 26.889 19.878 35,3% 36,9% 32,1% Total finished products 67.464 56.727 18,9% 92,5% 91,7% Raw mat. and s/f Prod. -Italy 742 882 -15,9% 1,0% 1,4% Raw mat. and s/f Prod. -ROW 816 597 36,6% 1,1% 1,0% Total Raw Mat. and semifin. Prod. 1.558 1.480 5,3% 2,1% 2,4% Medical instruments - Italy 3.446 3.239 6,4% 4,7% 5,2% Medical instruments - ROW 487 432 12,8% 0,7% 0,7% Total medical instruments 3.933 3.671 7,2% 5,4% 5,9% Total 72.955 61.877 17,9% 100% 100%Incidence New BU contribution €/1000 2026 2025 Δ Δ% 2026 2025 Italy AS IS Revenues 43.850 40.332 3.518 8,7% 60,1% 65,2% Italy New Bu Revenues 913 638 275 43,0% 1,3% 1,0% Domestic Market revenues 44.763 40.970 2.548 6,2% 60,7% 65,5% ROW AS IS Revenues 24.152 19.095 5.057 26,5% 33,1% 30,9% ROW New BU Revenues 4.040 1.812 2.228 123,0% 5,5% 2,9% Foreign markets revenues 28.192 20.907 7.285 34,8% 38,6% 33,8% Total AS IS Revenues 68.002 59.427 8.575 14,4% 93,2% 96,0% Total New BU Revenues 4.953 2.450 2.503 102,2% 6,8% 4,0% Total Revenues 72.955 61.877 11.078 17,9% 100% 100%Incidence
7 The development of the period confirms the significant growth opportunities represented by the new Business Unit.
The revenues generated by the subsidiary PHN USA derive from sales made on online platforms (Amazon, Walmart and proprietary site). A further boost to this growth is expected in the second half of the year, thanks to the intensification of advertising activities on Google and Meta.
Revenues from the Cetilar® Nutrition line began to show the returns on investments made (including sponsorship of the Giro d'Italia, the Gran Fondo di Lombardia and the Strade Bianche) and the increase in medical partnerships with football, volleyball, bas ketball and other sports teams.
The following table shows the trend in revenues on foreign markets as at 30 June 2026 broken down by geographical area.
Revenues on foreign markets are represented almost exclusively by sales of products from the Sideral® line.
The changes compared to the previous period are due to the greater number of active contracts and the timing dynamics of order acquisition by distributors.
Sales made on the Chinese market, amounting to €2.3 million, through e -commerce platforms with a "cross border" structure (€1.5 million as at 30 June 2025) contributed to the increase in revenues in the Far East.
In terms of volumes, sales of finished products as at 30 June 2026 reached 8.4 million units, an increase of approximately 20% compared to 7 million units in the first half of the previous year.
Revenues by geographic area €/1000 2026 2025 Δ% 2026 2025 Italy 44.763 40.970 9,3% 61,4% 66,2% Total Italy 44.763 40.970 9,3% 61,4% 66,2% Europe 12.398 11.707 5,9% 17,0% 18,9% Middle east 6.336 4.833 31,1% 8,7% 7,8% Far east 2.996 2.084 43,8% 4,1% 3,4% North America 2.366 834 183,7% 3,2% 1,3% South America 1.443 608 137,2% 2,0% 1,0% Other 2.653 841 215,6% 3,6% 1,4% Total Rest of World 28.192 20.906 34,8% 38,6% 33,8% Total 72.955 61.877 17,9% 100% 100%Incidence
8 F.P. Volumes Incidence Units/1000 2026 2025 Δ% 2026 2025
Finished products - Italy 2,852 2,528 12.9% 33.8% 35.8% Finished products - ROW 5,588 4,528 23.4% 66.2% 64.2% Total 8,441 7,055 19.6% 100% 100%
The following table shows the analysis of turnover by product line.
The analysis of revenues by product line as at 30 June 2026 shows significant growth in the Sideral ®, Cetilar ®, Apportal ® and Sidevit ® B12 lines.
The increase in "Other" was mainly due to the increase in revenues from the Cetilar® Nutrition line.
1.4 Significant events in the first half of the year The most significant events that characterized the first half of 2026 are reported below.
At the end of January, the Parent Company obtained ISO13485 certification, an international standard that defines the specific requirements for a Quality Management System (QMS) in the regulated medical device sector.
In February, the qualification of Authorized Export Operator Full (AEOF) was obtained by the Customs and Monopolies Agency. For operators with AEOF qualification, mutual recognition agreements are in place with the United States, China, Switzerland, Englan d, Norway, Japan and other countries;
Revenues by Product Line €/1000 2026 2025 Δ% 2026 2025 Sideral 49.706 41.566 19,6% 68,1% 67,2% Cetilar 6.485 5.484 18,3% 8,9% 8,9% Apportal 6.699 5.932 12,9% 9,2% 9,6% Sidevit B12 1.807 1.078 n.s. 2,5% 1,7% Ultramag 797 1.148 -30,6% 1,1% 1,9% Other 1.970 1.518 29,8% 2,7% 2,5% Medical Instruments 3.933 3.671 7,2% 5,4% 5,9% Raw Materials 1.558 1.480 5,3% 2,1% 2,4% Total 72.955 61.877 17,9% 100% 100%Incidence
9 At the beginning of March, a distribution agreement for France and Switzerland was formalized with the French multinational PiLeJe. By virtue of this agreement, PiLeJe will distribute on the French market two food supplements based on Sucrosomial® Iron, Si derAL® Oro stick and SiderAL® Forte capsules, under the FORFERAL® brand. PiLeJe will also be responsible for the distribution of the products in the Pharmanutra list in Switzerland, with the Pileje eisen Forte and Pileje eisen Active brands.
In the same month, Pharmanutra obtained official registration with the U.S. Food and Drug Administration (FDA) for its production plant. This registration officially identifies the Parent Company's plant as suitable for the production of food substances, a imed at the production of food supplements, intended for the US market. This is a key step for future developments as this accreditation allows the production of patented mixtures fot the U.S.
market to be managed in -house and to ensure compliance with the Federal Food Drug and Cosmetic Act, as amended by the Bioterrorism Act.
The general meeting of the shareholders of the Parent Company on 27 April appointed the company's Board of Directors, which will remain in office until the approval of the financial statements as at 31 December 2028. The new Board of Directors is consisten t with the provisions of the law and the Articles of Association; It should be noted that four out of nine members belong to the less represented gender and four out of nine members are independent directors.
In June, Pharmanutra entered the Euronext Tech Leaders segment, a Euronext initiative to support the most innovative companies in the European technology landscape. Following the annual review of the Euronext Tech Leaders segment, 12 new European companie s have been included in the prestigious group, thanks to their powerful innovation drive in technology, accompanied by strong growth. Among these, Pharmanutra stands out for being the only Italian company among the new entries and the only one ever in the nutraceutical sector.
1.5 The results of the Pharmanutra Group The income statement as at 30 June 2026 and 2025 is shown below:
10
€/1000 2026 % 2025 % Δ 26/25 Δ %
TOTAL REVENUES 74,281 100.0% 63,096 100.0% 11,185 17.7%
Net Revenues 72,955 98.2% 61,877 98.1% 11,078 17.9% Other revenues 1,326 1.8% 1,219 1.9% 107 8.8%
OPERATING EXPENSES 56,800 76.5% 46,634 73.9% 10,166 21.8%
Purchases of Raw, auxiliary mat. and cons. 3,366 4.5% 3,903 6.2% (537) -13.8% Change in Inventories (63) -0.1% (2,758) -4.4% 2,695 -97.7% Services expenses 47,500 64.0% 40,079 63.5% 7,421 18.5% Employee expenses 5,203 7.0% 4,447 7.1% 756 17.0% Other operating expenses 794 1.1% 963 1.5% (169) -17.6%
EBITDA 17,481 23.5% 16,462 26.1% 1,019 6.2%
Amortization, Depreciation and Write off 2,197 3.0% 2,034 3.2% 163 8.0%
EBIT 15,284 20.6% 14,428 22.9% 856 5.9%
NET FINANCIAL INCOME/(EXPENSES) (81) -0.1% (7) 0.0% (74) 1057.1%
Financial income 475 0.6% 608 1.0% (133) -21.9% Financial expenses (556) -0.8% (615) -1.0% 59 -9.6%
PRE TAX RESULT 15,203 20.5% 14,421 22.9% 782 5.4%
Income Taxes (5,303) -7.1% (5,269) -8.4% (34) 0.7% Third parties (Profit)/Loss of the period 27 0.0% 33 0.1% (6) 0.0% Group's Profit/(loss) of the period 9,927 13.4% 9,185 14.6% 742 8.1%
The increase in operating costs in the first half of 2026 compared to the same period of the previous year, and in particular in the item Services expenses , is attributable to the marketing costs incurred for the development of the revenues of the new Business Units, which are expected to generate further growth during the second half of the year, to the increase in commercial costs relating to revenues gene rated through the E -commerce channel, in particular for China and the United States, and to the increase in R&D expenses .
The Business “AS IS ” margin remained stable at around 30%.
The Pharmanutra Group, in order to allow a better assessment of the performance of operations, uses some alternative performance indicators that are not identified as accounting measures under IFRS. Therefore, the determination criterion applied by the Gro up may not be homogeneous with that adopted by other groups and the balance obtained may not be comparable with that determined by the latter.
These alternative performance indicators, determined in accordance with the provisions of the Guidelines on Alternative Performance Indicators issued by ESMA/2015/1415 and adopted by CONSOB with communication no.
11 92543 of 3 December 2015, refer only to the performance of the half -year accounting period covered by this Half -
Year Financial Report and the periods under comparison and not to the expected performance of the Group.
The alternative performance indicators used in this Financial Report are defined below:
– EBITDA: this is represented by the Gross Operating Result.
– Adjusted EBITDA: this is represented by the Gross Operating Result net of non -recurring items – EBIT: this is represented by the Gross Operating Result net of Depreciation, amortization and write -offs.
– Net Working Capital: it is calculated as the sum of Inventories and Trade Receivables net of Payables and all other items in the Balance Sheet classified as Other receivables or Other payables.
– Operating Working Capital: calculated as the sum of Inventories and Trade Receivables net of Trade payables.
– Net Invested Capital: this is represented by the sum of Net Working Capital, total Fixed Assets net of Provisions and other medium/long -term liabilities, excluding financial items that are included in the balance of the Net Financial Position.
– Net Financial Position (NFP): it is calculated as the sum of current and non -current payables to banks, current and non -current rights of use liabilities net of cash and cash equivalents and current and non -current financial assets.
- Total Sources: this is represented by the sum of Shareholders' Equity and NFP.
The reclassified balance sheet data for the year ended June 30, 2026 and December 31, 2025 are shown below:
12 €/1000 6/30/2026 12/31/2025
TRADE RECEIVABLES 34,882 24,762
INVENTORIES 9,370 8,852
TRADE PAYABLES (22,158) (19,883)
OPERATING WORKING CAPITAL 22,094 13,731
OTHER RECEIVABLES 10,039 8,673
OTHER PAYABLES (7,031) (6,086)
NET WORKING CAPITAL 25,102 16,318
INTANGIBLE ASSETS 24,767 24,475
TANGIBLE ASSETS 24,302 24,132
FINANCIAL ASSETS 2,125 2,381
TOTAL ASSETS 51,194 50,988
PROVISIONS AND OTHER L/T LIAB. (3,828) (7,509)
NET INVESTED CAPITAL 72,468 59,797
NET EQUITY 69,528 71,241
NON CURRENT FINANCIAL LIAB. 13,637 15,450
CURRENT FINANCIAL LIAB. 4,720 5,064
NON CURRENT FINANCIAL ASSETS (280) (1,344)
CURRENT FINANCIAL ASSETS (7,912) (12,039)
CASH AND CASH EQUIVALENTS (7,225) (18,575)
NET FINANCIAL POSITION 2,940 (11,444)
TOTAL FUNDS 72,468 59,797
The change in operating working capital compared to 31 December 2025 is attributable to the higher volumes of turnover achieved in the period and the increase in inventories as a result of production planning policies. The increase in the item Other receiv ables is attributable to the recognition of deferred costs relating to marketing activities for which the economic competence extends beyond 30 June 2026.
The decrease in Provisions and other liabilities at M/L is determined by the payment of the medium/long -term variable compensation due to the executive directors and the severance end-of-term indemnity paid to them following the expiry of their mandate. The payment of the end -of-term indemnity was offset by the collection of the insurance policy stipulated in this regard, with a consequent reduction in the item Non -current financial assets.
Below is a breakdown of the consolidated Net Financial Position as at 30/6/2026 and 31/12/2025.
13
6/30/26 12/31/25
Cash (12) (29) Bank deposits (7,213 ) (18,546) Cash and cash equivalents (7,225) (18,575) Current financial assets (7,912) (12,039) Current financial liabilities: due to banks 78 595 Current part of non current liabilities 4,110 4,064 Current fin. liabilities for rights of use 532 405 Current financial indebtedness net of fin. assets (3,192) (6,975) Net Current Financial Indebtedness/(Availability) (10,417) (25,550) Non current financial assets 0 (1,064) Deposits paid (280) (280) Non current bank debts 12,284 14,350 Non current fin. liabilities for rights of use 1,353 1,100 Non current financial indebtedness 13,357 14,106 Net Financial Position 2,940 (11,444)
The reduction in cash and cash equivalents and current financial assets is determined by the payment of dividends and the dynamics relating to operating working capital.
For changes in non -current financial assets, please refer to the above.
For further details on changes in the Net Financial Position, please refer to the Consolidated Cash Flow Statement.
1.6 Reference markets in which the Group operates The Pharma nutra Group, specialising in the development of nutraceutical products and medical devices, ranks among the leading players in the Italian market, with a growing presence abroad.
The following provides an overview of the general performance of the dietary supplements market and a detailed analysis of the Group’s principal Italian reference markets for the product lines that are most significant in terms of revenue.
Dietary supplements market1
1 Source: New Line data processing – Rolling year ending in June 2026
14 In the first half of 2026, the overall dietary supplements market reached €2,610 million, representing a 2.8% increase in value compared with the first half of 2025 (+5.8% in the latest month).
Pharmacies remained the leading sales channel, with a value of €1,999.7 million and growth of 1.8%. In the January –June 2026 period, the channel accounted for 76.6% of the market and generated 1.4% of total growth, recording an increase of 5% in the latest month.
The Online channel recorded the highest growth rate (+13.6% in the first half of 2026 and +16.3% in the latest month), with a market share of 8.8% and a 1.1% contribution to overall growth.
The Parapharmacy and Hypermarket/Supermarket without Corner channels showed positive and stable trends (+3.2% and +3.9%, respectively), while the Hypermarket/Supermarket with Corner segment declined in the first half of 2026 ( -3.5%), despite showing a slig ht recovery in the latest month (+1.1%).
Dietary Supplements Market – 5 Channels
In the dietary supplements market, the categories recording the strongest growth in the first half of 2026 were Antacids and Anti -Reflux Products (+13.6%), Mineral Salts (+12.5%) and Laxatives (+9.1%).
15 Probiotics remained the largest segment by value, at €292.5 million, although they recorded a slight decline ( -
0.5%).
Dietary Supplements Market – Top 20 Categories (sell -out by value, MAT and YTD) 2 Sideral® Forte remained the best -selling SKU in the overall dietary supplements market in terms of sell -out value, with sales of €24 million in the first six months of the year and growth of 10.4%.
Apportal® recorded sell -out revenue of €8.6 million in the first half of 2026, maintaining a positive trend both in terms of growth (+6.3%) and market positioning, ranking 15th by value.
2 Amounts in Million Euro
16 Focusing specifically on the Pharmacy channel, a particularly significant result is Sideral® Forte’s position as the best -selling dietary supplement in Italy by value for more than six years, a position first achieved in November 2019.
This was complemented by the strong performance of Apportal®, which ranked 13th.
Dietary Supplements Market – Top 20 Product SKUs, Pharmacy Channel (sell -out by value, MAT and YTD)3
3 Amounts in Million Euro
17
With regard to price trends, pharmacies recorded an average price increase of 2.9% between January and June 2026, broadly in line with the increase observed over the last 12 months (+2.8%).
More specifically, the categories recording the largest price increases were Antacids and Anti -Reflux Products, Laxatives and Probiotics.
Iron Market
The Pharmanutra Group operates in the iron market, which includes both food supplements and pharmaceutical products, through its Sideral® product line.
The following table shows the total share held on all sales channels (pharmacies, parapharmacies, large -scale retail corners and non , online stores) on the Italian market of iron -based food supplements.
18
Sideral® Forte outperformed the market with an increase of + 12.3%. in volumes compared to an increase o f the overall market of +9.8% Below is an analysis of the trend in the pharmacy channel (82% of units sold on the market ).
In the first half of 2026, the Sideral® line confirmed its leadership position in the pharmacy channel , with a market share of 50.4% by value and 45.3% by volume4.
4 Source: Sell Out Pharma Data Factory Pharmacy Channel Data
19 Food Supplements Iron Market & % Sideral ® Market Share – pharmacy channel
The slight decline in the market share held in the pharmacy channel over the past two years should be viewed in conjunction with the simultaneous increase in the market share of the online channel .
The following chart shows the quarterly trend in the market share of the Sideral® line (expressed by value), both within the iron food supplements market and across the overall iron market.
Market Share in Food Supplements Iron Market & in Total Iron Market (Value – Quarter) – pharmacy channel
It is worth noting that the Sideral® product line also holds a significant market share within the overall market.
20 An analysis of the quarterly trend shows that, in the April –June 2026 period, both the iron food supplements market and the Sideral® line recorded volume growth compared with the previous two quarters, with the Sideral® line reaching 600,221 units sold.
Iron Market Trend (Units – Quarter) - pharmacy channel
Sideral®’s direct competitors operating in the iron food supplements segment hold significantly smaller market shares (the second -largest competitor’s market share by value is more than eight times lower than Sideral®’s) and, on average, offer products at lower market prices.
This demonstrates the Sideral® product line’s ability to command significant market recognition in the form of a retail premium price, supported by substantial investment in research and development and marketing.
Competitors in Food Supplements Iron Market (Value) -pharmacy channel
21
Topical Pain Relief Market The Cetilar® line operates in the topical pain relief market, which includes both creams and patches.
The market share held on the 5 channels increased progressively and reached 5.1% in value and 3.6% in volume; in particular, Cetilar® Crema, in the face of a market decline of -0.9%, increased the number of units sold by +7.2%.
ANTI -INFLAMMATORY TOPICAL CREAMS: CETILAR® MARKET SHARE IN ITALY ACROSS ALL CHANNELS
Source: New Line 5 Channels
22 The analysis of the trend in the pharmacies channel (78% of the overall market volumes) a s of 30 June 2026, shows that the pharmacy market recorded slight overall growth in value compared with 30 June 2025 (+1.0%), reaching €162.5 million, despite a contraction in units sold (10.2 million packs, down 2.5% compared with the same period of the previous year). This trend was driven by the increase in the average price, which stood at approximately €16.
The creams category remained the leading segment, with a value of €114.7 million in the first six months of the year (+2.8%), accounting for approximately 70% of the total market. The patches segment, by contrast, recorded a 2.9% decline in value, to €47.7 million.
Against this backdrop, the Cetilar® line outperformed the market, recording growth of 3.4% in volume and 6.4% in value, with value sell -out of €7.9 million5 in the first half of 2026. This positive performance was also reflected in the increase in market share, both in volume (from 3.4% to 3.7%) and in value (from 4.7% to 4.8%).
Total Market & % Cetilar ® Market Share – pharmacy channel
The following chart shows the quarterly trend of the total market and the Cetilar® line from the second quarter of 2025 onwards.
5 Source: Sell Out Pharma Data Factory Pharmacy Channel Data
23 In particular, in the second quarter of 2026, the Cetilar® line held a 3.8% market share by units and reached a 5.0% market share by value.
Total Market Trend (Units – Quarter) - pharmacy channel
Lastly, the market shares by value of the main competitors in the market for the January –June 2026 period are shown below.
Competitors in Total Market (Value) – pharmacy channel
24 Tonic Supplements Market The following chart shows the market share trend of the Apportal® line (in value and units), on all the channels sale of the Italian market.
Below is an analysis of the trend of the pharmacy channel (70% of the overall market) with a distinction between the tonic supplements segment and the overall market for tonic supplements, restorative supplements and adult multivitamins.
TONICS: APPORTAL® MARKET SHARE IN ITALY ACROSS ALL CHANNELS
Source: New Line 5 Channels
25 Tonic Supplements Tonic Supplements, Restorative Supplements and Adult Multivitamins % Apportal® Market Share % Apportal® Market Share
In the January –June 2026 period, against an overall market contraction ( -2% in value) and modest growth in the Tonic Supplements segment (+1%), the Apportal® line recorded growth of approximately 6.5% in value compared with the same period of 2025, confirm ing a performance significantly above that of its reference market.
This performance highlights the line’s strong ability to penetrate the market and build customer loyalty, enabling Apportal® to continue grow ing even in a contracting market environment.
Vitamin B Market Sidevit® B12 was launched in the vitamin B market in November 2024. It is a new product featuring a high concentration of Sucrosomial® vitamin B12 and folic acid (from Quatrefolic®).
Sidevit® B12 has progressively consolidated its presence on the total of 5 chennels in the vitamin B supplement market, strengthening its positioning.
SIDEVIT® B12: MARKET SHARE IN ITALY ACROSS ALL CHANNELS
26 Within the pharmacy channel (75% of the overall market) i n June 2026, Sidevit® B12 reached a market share of 4.69% in value and 3.97% in units. The YTD performance through June 2026 confirms the positive trend, with sales of €2 million and growth of 102.5% compared with the same period of the previous year.
Food Supplements Market & % Sidevit B12 ® Market Share (Month) – pharmacy channel
1.7 Investments
In the first half of 2026, the Group made investments in non -current assets totalling € 2,4 million, of which approximately €700 thousand related to intangible assets: research projects (€398 ,000), trademark and patent registrations (€217 ,000), and, for the remaining amount, enhancements to management software.
27 Investments in property, plant and equipment, amounting to €1 ,7 million, are referred to recurring investments in plant and equipment, IT hardware and vehicles, as well as the acquisition of an ownership interest in an aircraft.
1.8 Research and Development Activities Research costs incurred during the period amounted to approximately Euro 1 million, of which Euro 579,000 was recognised in the income statement and Euro 398,000 was capitalised; these amounts are in addition to personnel costs relating to Research and Dev elopment activities.
During the first half of the year, 2 applications for the registration of new patents and 7 applications for the registration of new trademarks were filed.
During the period under review, Research and Development activities focused on consolidating the work of the in -
house laboratories involved in supporting basic research. In particular, the availability of a 3D printer enabled the development of new experim ental models, including 3D human cartilage models and osteochondral scaffolds for studying cetylated fatty acids, as well as the development and characterization of new prototypes based on Sucrosomial® Technology.
The development of new finished products to be launched during the second half of the year was completed.
Following the implementation of the new Italian commercial structure, comprising the Medical and Consumer divisions, PharmaNutra’s R&D function also completed the development of finished products for the Consumer line, which are expected to be launched bet ween late 2026 and early 2027.
Clinical research activities focused on advancing studies concerning the formulation of a product to counteract sarcopenia. A study of SiderAL® Med in elderly patients undergoing neurological rehabilitation was also completed.
A confocal microscope was purchased, enabling the launch of both new research projects and new technologies for the study of tissues and 3D models. In addition, to bring the quality control laboratory to even higher quality standards, systems for procedure management and data traceability were implemented through the development of a management and qualification system aligned with GMP standards.
New formulations and prototypes are under development, including a food product for oncology patients with significant nutritional deficiencies, a medical device with gastroprotective and anti -reflux functions, and formulations designed to support osteogen esis and bone healing following fractures.
28 To date, the research team carrying out laboratory activities comprises 7 people. Alongside the researchers, graduate students completing their theses and postgraduate interns also conducted research activities during these months, confirming the productiv e collaboration with universities.
1.9 PharmaNutra on the Stock Exchange The shares of PharmaNutra S.p.A. were listed on AIM Italia (the Alternative Investment Market) from 18 July 2017 to 14 December 2020. Since 15 December 2020, PharmaNutra S.p.A. shares have been listed on Borsa Italiana’s Mercato Telematico Azionario (MTA), STAR segment.
ISIN IT0005274094
Alphanumeric code PHN Bloomberg Code PHN IM Reuters Code PHNU.MI
Specialist Intermonte
No. Of ordinary shares 9,680,977 Price of admission* 10.00 Price as at 30 June 2026 87.70 Capitalization at the date of admission 96,809,770 Market capitalisation as at 30 June 2026 849,021,683
*= value on the date of admission to AIM
The Company’s share capital consists of 9,680,977 ordinary shares with no par value, each carrying one voting right.
The following table sets out, based on the shareholders’ register and the other information available to PharmaNutra S.p.A., the shareholders holding a significant interest in the share capital as at 30 June 2026.
29 Declarant or subject at the top of the
controlling chain
Direct shareholder Number of
shares
% on S.C. with
voting rights
Andrea Lacorte ALH S.r.l. 3,038,334 1) 31.38% Roberto Lacorte RLH S.r.l. 2,228,833 2) 23.02% Roberto Lacorte 14,000 0.14%
2,242,833 23.17%
Carlo Volpi Beda S.r.l. 1,020,496 10.54% Market 3,273,520 33.81% Pharmanutra S.p.A. 105,794 1.09% Totale 9,680,977 100.0%
1) Including 953.334 PHN ordinary shares through the trust company COFIRCONT Compagnia Fiduciaria S.r.l. under a specific fiduciary mandate.
2) Including 953.334 PHN ordinary shares through the trust company COFIRCONT Compagnia Fiduciaria S.r.l. under a specific fiduciary mandate.
Andrea Lacorte is the sole sha reholder and the sole director of ALH S.r.l., Roberto Lacorte is the sole shareholder and the sole director of RLH S.r.l . and Carlo Volpi is the sole shareholder and the sole director of Beda S.r.l.
During the first half of 2026, the Company’s shares recorded an average price of Euro 75.11 (Euro 51.41 in 2025), a high of Euro 92.90 (on 8 June 2026) and a low of Euro 53.90 (on 2 January 2026). Over the same period, average daily trading volumes amounte d to approximately 20,486 shares (compared with an average of 8,403 shares in 2025).
From the beginning of the year to 30 June 2026, the market value of the Company’s shares increased by 61.5%, outperforming both the FTSE Italia Mid Cap index (+6.0%) and the FTSE Italia STAR index ( -5.2%). The chart below shows, respectively, the Company’s share prices and trading volumes, together with the performance of the FTSE Italia Mid Cap and FTSE Italia STAR indices during the first half of 2026.
30 The chart below shows the performance and trading volumes of the Company’s shares from the beginning of trading on the AIM Italia segment (18 July 2017) to 30 June 2026, compared with the performance of the FTSE Italia STAR and FTSE Italia Mid Cap indices over the same period. Over this time horizon, the PharmaNutra share price increased by 505%, compared with +57% for the FTSE Italia STAR index and +41% for the FTSE Italia Mid Cap index.
31
ANALYST COVERAGE INTERMONTE BERENBERG MIDCAP
Initiation of coverage 06/2021 10/2025 6/1/2025 Update 05/2026 05/2026 05/2026 Target price 98.0 93.0 92.0
1.10 Related -party transactions All related -party transactions are carried out on an arm’s -length basis, fall within the Group’s ordinary course of business and are undertaken solely in the Group’s interest.
Pursuant to Consob Resolution No. 17221 of 12 March 2010, it is noted that, during the first half of 2026, the Group did not enter into any material related -party transactions or any transactions that had a material impact on the Group’s financial position or results of operations.
Related -party transactions fall into the following categories:
• Transactions carried out by Pharmanutra with its subsidiaries and transactions between subsidiaries:
these relate to the sale of goods and services within the Group’s ordinary course of business. The related costs and revenues, receivables and payables were eliminated in the preparation of the consolidated financial statements.
• Transactions carried out with related parties other than Group companies:
these primarily consist of commercial relationships involving property leases, advertising consultancy services and the provision of services in connection with sponsored events.
Related -party transactions are governed by the Related -Party Transactions Procedure adopted by Pharmanutra, which is designed to ensure effective substantive and procedural fairness and transparency in this area and, where necessary, to foster the full inv olvement and shared responsibility of the Board of Directors in the relevant decisions.
For details of the amounts relating to related -party transactions, reference should be made to Note 13 to the condensed consolidated interim financial statements.
32 1.11 Treasury shares and shares held by subsidiaries On 27 April 2026, Pharmanutra’s Ordinary Shareholders’ Meeting, after revoking the previous resolution, authorised the purchase and disposal of treasury shares pursuant to Articles 2357 and 2357 -ter of the Italian Civil Code and Article 132 of Italian Legi slative Decree No. 58/1998, for a period of 18 months and up to a maximum amount of Euro 3 million. The purpose is to enable the Company to take advantage of opportunities to make a profitable investment where the market price of Pharmanutra shares, including as a result of factors external to the Company, does not adequately reflect the Company’s value. No treasury shares were repurchased during the first half of 2026. As at 30 June 2026, the Company held a total of 105,794 treasury shares, with a carrying amount of Euro 5.9 million.
The purchases were carried out in compliance with the applicable legislation, in particular Article 132 of Italian Legislative Decree No. 58 of 24 February 1998 and Article 144 -bis of the Regulation adopted by Consob Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented, in accordance with the operating procedures established by the Rules of the markets organised and managed by Borsa Italiana S.p.A.
Pharmanutra’s subsidiaries do not hold any shares in the parent company.
1.12 Financial risk management objectives and policies The treasury management policy adopted by the Group provides for periodic monitoring of its financial position (trends in cash inflows and outflows and balances relating to the main financial items, including current accounts), in order to maintain a compl ete overview of the Group’s cash and cash equivalents.
When making financial policy decisions, the Group assesses working capital requirements, which have a short -
term time horizon, separately from investment requirements, which address medium -to long -term needs.
With regard to short -term management, the Group, also through working capital management, generates sufficient cash to meet its financial requirements. As regards medium -to long -term financial management policies, investments are expected to be adequately funded through medium -to long -term financing.
33 1.13 Significant events after the end of the reporting period In July, Pharmanutra was selected as one of the one hundred companies listed on Borsa Italiana included in the Intermonte Valore Italia Index, which is dedicated to SMEs with a market capitalisation of less than one billion euros and which are not constitu ents of the FTSE MIB. The Index was created to enhance the visibility and value of Italy’s listed small and medium -sized enterprises, providing a meeting point for entrepreneurship, capital markets and the national economy.
The Index forms part of PMI2Change, Banca Generali’s innovative project aimed at supporting Italian entrepreneurs on their path towards growth and greater competitiveness, while fostering the development of Italy’s listed SMEs. The project addresses the li mited liquidity and valuation of listed SMEs, helping to create the best conditions for a more efficient matching of capital and businesses.
Also in July, the Group published its “ 2025 Sustainability Report ” , prepared voluntarily in accordance with the GRI (Global Reporting Initiative) Standards, as the Company is exempt from the mandatory preparation of a Sustainability Statement under Legislative Decree No. 125/2024, currently in force.
Among the ESG initiatives undertaken by the Group during 2025, the most notable were those concerning environmental matters. These included the launch of the process to obtain ISO 14001 certification and a pilot Life Cycle Assessment (LCA) project, carried out in collaboration with the Department of Energy, Systems, Territory and Construction Engineering of the University of Pisa, covering the main upstream stages of the SiderAL® r.m. value chain and aimed at improving Scope 3 emissions reporting.
1.14 Outlook
A further significant increase in revenue is expected in the second half of the year, driven both by recurring business
- particularly revenue from international markets - and by the new Business Units, together with an improvement in the revenue margin, which is expected to be in line with that recorded in the previous financial year.
34 Current international tensions and the unpredictable developments in the scenarios associated with the present geopolitical situation are creating widespread macroeconomic uncertainty, which could affect the achievement of the Company’s objectives.
Pisa, 11 September 2026 For the Board of Directors The Chair man
(Andrea Lacorte)
35
PHARMANUTRA GROUP CONDENSED HALF -YEAR CONSOLIDATED
FINANCIAL STATEMENTS AS AT 30 JUNE 2026
36 FINANCIAL S TATEMENTS
Consolidated Balance Sheet
€/1000 NOTE 6/30/2026 12/31/2025
NON CURRENT ASSETS 51,474 52,331
Property , plant and equipment 8.1.1 24,302 24,132 Intangible assets 8.1.2 24,767 24,475 Investments 8.1.3 4 4 Non current financial assets 8.1.4 280 280 Other non current assets 8.1.5 224 1,287 Deferred tax assets 8.1.6 1,897 2,153
CURRENT ASSETS 69,428 72,902
Inventories 8.2.1 9,370 8,852 Cash and cash equivalents 8.2.2 7,225 18,575 Current financial assets 8.2.3 7,912 12,040 Trade receivables 8.2.4 34,882 24,762 Other current assets 8.2.5 9,526 7,831 Tax receivables 8.2.6 513 842
TOTAL ASSETS 120,902 125,233
NET EQUITY 8.3.1 69,528 71,241
Share Capital 1,123 1,123 Treasury shares (5,897) (5,897) Other Reserves 64,556 56,161 IAS Reserves (43) (36) Result of the period 9,927 20,002 Group Equity 69,666 71,353 Third parties equity (138) (112)
NON CURRENT LIABILITIES 17,465 22,959
Non current financial liabilities 8.4.1 13,637 15,450 Provision for non current risks and charges 8.4.2 1,798 1,841 Provision for employees and directors benefit 8.4.3 2,030 5,668
CURRENT LIABILITIES 33,909 31,033
Current financial liabilities 8.5.1 4,720 5,064 Trade payables 8.5.2 22,168 19,897 Other current liabilities 8.5.3 4,420 4,517 Tax payables 8.5.4 2,601 1,555
TOTAL LIABILITIES 51,374 53,992
TOTAL LIABILITIES & EQUITY 120,902 125,233
37 Pursuant to CONSOB Resolution No. 15519 of 27 July 2006, the effects of related -party transactions on the consolidated statement of financial position are highlighted in the specific consolidated statement of financial position schedule presented in Note 1 3.
Consolidated Income Statement
€/1000 NOTE 2026 2025
TOTAL REVENUES 74,281 63,096
Net revenues 8.6.1 72,955 61,877 Other revenues 8.6.2 1,326 1,219
OPERATING EXPENSES 56,800 46,634
Purchases of raw material, cons. and supplies 8.7.1 3,366 3,903 Change in inventories 8.7.2 (63) (2,758) Expense for services 8.7.3 47,500 40,079 Employee expenses 8.7.4 5,203 4,447 Other operating expenses 8.7.5 794 963
EBITDA 17,481 16,462
Amortization, depreciation and write offs 8.8 2,197 2,034
EBIT 15,284 14,428
FINANCIAL INCOME/(EXPENSES) BALANCE (81) (7)
Financial income 8.9.1 475 608 Financial expenses 8.9.2 (556) (615)
PRE TAX RESULT 15,203 14,421
Income taxes 8.10 (5,303) (5,269) Profit/(loss) of the period 9,900 9,152 Third parties result (27) (33)
GROUP'S PROFIT/(LOSS) OF THE PERIOD 9,927 9,185
Earning per share (Euro) 8.11 1.04 0.96
Pursuant to CONSOB Resolution No. 15519 of 27 July 2006, the effects of related -party transactions on the Consolidated Statement of Financial Position are shown in the specific Consolidated Statement of Financial Position schedule included in Note 13.
38 Consolidated Comprehensive Income
€/1000 2026 2025 Profit/(Loss) of the period 9,927 9,185 Gains (losses) from IAS adoption which will reversed to P&L Gains (losses) from IAS adoption which will not be reversed to P&L (8) (90) Comprehensive profit/(loss) of the period 9,919 9,095
Of Which:
Compr. profit/(loss) attributable to minorities (27) (33) Net Comp.Profit/(loss) of the group 9,946 9,128
Statement of changes in Sh areholders’ Consolidated Equity
€/1000 Note S. C. Treas.
Sh. Other
res. IAS
Res. Res. of the
period Group
equity Third Part.
Cap. and Res. Third part.
res. of the
period Minority
interest Equity
Balance as at 1/1/2 6 8.3.1 1,123 (5,897) 56,161 (36) 20,002 71,353 (27) (85) (112) 71,241 Other changes 82 (7) 75 (82) - (7) Dividends paid (11,490) (11,490) - (11,490)
Allocation of
result 19,918 (20,002) (84) (2) 85 83 (1) Result of the period 9,927 9,927 (27) (27) 9,900
Exchange
differences - (115) (115) - (115) Balance as at 6/30/26 1,123 (5,897) 64,556 (43) 9,927 69,666 (111) (27) (138) 69,528
€/1000 S. C. Treas.
Sh. Other
res. IAS res. Res. of the
per. Group
equity Third
part.
Cap. and
res. Third
part.
res. of
the per. Minority
interest Equity
Balance as at 1/1/25 1,123 (4,564) 48,966 29 16,608 62,162 90 (57) 33 62,195 Other changes (604) (90) (694) - (694) Dividends paid (9,591) (9,591) - (9,591) Allocation of the result 16,609 (16.609) 1 (57) 57 - -
Result of the period 9,185 9,185 (33) (33) 9,152 Exchange differences - 182 182 - 182 Balance as at 6/30/25 1,123 (5,168) 56,166 (61) 9,185 61,245 33 (33) - 61,245
39 Consolidated Cash Flow
INDIRECT METHOD (€/ 1,000) 2026 2025
Net result before minority interests 9,927 9,185
NON MONETARY COST/REVENUES
Depreciation and write offs 2,197 2,034 Allowance to provisions for employee and director benefits 571 565 Third parties result (27) (33)
CHANGES IN OPERATING ASSETS AND LIABILITIES
Change in provision for non current risk and charges (293) (3,047) Change in provision for employee and director benefit (4,209) 240 Change in inventories (518) (2,842) Change in trade receivables (10,334) (6,527) Change in other current assets (1,695) (3.140) Change in tax receivables 329 (151) Change in other current liabilities (93) (403) Change in trade payables 2,271 3,773 Change in tax payables 1,046 4
CASH FLOW FROM OPERATIONS (828) (334)
Investments in intangible, property, plant and equipment (2,363) (1,443) Disposal of intangibles, property, plant and equipment 165 14 Change in other assets 1,063 500 Change in deferred tax assets 256 102
CASH FLOW FROM INVESTMENTS (879) (827)
Other increase/(decrease) in equity (123) 92 Treasury shares purchases (604) Dividends distribution (11,490) (9,591) Financial assets increase (985) (3) Financial assets decrease 5,112 6,878 Financial liabilities increase 3 1,302 Financial liabilities decrease (2,540) (3,349) Financial ROU liabilities increase 457 113 Financial ROU liabilities decrease (77) (211)
CASH FLOW FROM FINANCING (9,643) (5,373)
TOTAL CHANGE IN CASH AND CASH EQUIVALENTS (11.35 0) (6.54 2)
Cash and cash equivalents at the beginning of the period 18,575 15.620 Cash and cash equivalents at the end of the period 7,225 9.078
CHANGE IN CASH AND CASH EQUIVALENTS (11,350) (6.5 42)
40 EXPLANATORY NOTES TO THE PHARMANUTRA GROUP CONSOLIDATED
FINANCIAL STATEMENTS
1. STRUCTURE AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS
These condensed consolidated interim financial statements as at 30 June 2026 have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and endorsed by the European Union. “IFRS” also includes the International Accounting Standards (“IAS”) still in force, as well as all interpretative documents issued by the Interpretations Committee , formerly known as the International Financial Reporting Interpretations Committee (“IFRIC”) and, prior to that, as the Standing Interpretations Committee (“SIC”). In preparing these condensed interim financial statements in accordance with IAS 34 – Interim Financial Reporting, the same accounting policies adopted in preparing the consolidated financial statements as at 31 December 2025 have been applied, except for the new standards and interpretations effective from 1 January 2026. The new standards that have resulted in changes to the Group’s accounting policies from the current half -year period are described in parag raph 5.1.
It should be noted that the condensed consolidated interim financial statements do not include all the information and notes required in annual financial statements and, as such, should be read in conjunction with the consolidated financial statements as a t 31 December 2025.
It should also be noted that the information contained in these condensed interim financial statements is not comparable to that provided in a complete set of financial statements prepared in accordance with IAS 1, particularly with regard to the more limited disclosures relating to financial assets and liabilities.
For information on performance during the first half of 2026, reference should be made to the Directors’ Report on Operations.
Income statement figures are presented for the half -year reporting period and compared with the figures for the corresponding period of the previous year. Statement of financial position figures as at the end of the half -year are compared with those as at the end of the previous financial year. Accordingly, comments on income statement
41 items compare them with the corresponding period of the previous year (30 June 2025), while comments on statement of financial position items compare them with the previous year -end (31 December 2025).
The reporting date of the condensed consolidated interim financial statements coincides with the end of the first half of 2026 for both the Parent Company and its subsidiaries.
The following classifications have been used:
• Statement of financial position: current/non -current classification;
• Income statement: classification by nature;
• Statement of cash flows: indirect method.
These classifications are considered to provide information that more appropriately represents the Company’s financial position, financial performance and cash flows.
The functional currency of the Parent Company and the presentation currency of the consolidated financial statements is the Euro. Unless otherwise indicated, the statements and tables included in these explanatory notes are presented in thousands of Euro.
These consolidated financial statements have been prepared using the accounting policies and measurement criteria set out below.
2. SCOPE OF CONSOLIDATION
Pharmanutra S.p.A. (hereinafter also “Pharmanutra” or the “Parent Company”) is a company with its registered office in Italy, at Via Campodavela 1, Pisa, which holds controlling interests in the companies (collectively, the “Group” or the “Pharmanutra Group”) shown in the following chart:
100% 100% 100% 70%
ATHLETICA CETILAR
S.r.l.PHARMANUTRA S.p.a.
PHARMANUTRA USA
Corp. AKERN S.r.lPHARMANUTRA
ESPANA S.L.U.
42 Subsidiaries are entities over which Pharmanutra has the power to determine administrative and management decisions. Control generally exists when the Group holds more than half of the voting rights or exercises dominant influence over their corporate and operating decisions.
Associates are entities over which Pharmanutra exercises significant influence without having control. This generally occurs when it holds between 20% and 49% of the voting rights.
The companies included in the scope of consolidation, which remains unchanged compared with 31 December 2025, are as follows:
3. CONSOLIDATION CRITERIA AND TECHNIQUES
Consolidation is carried out using the full consolidation method, which consists of incorporating all assets and liabilities in their entirety. The main consolidation criteria adopted in applying this method are as follows:
• subsidiaries are consolidated from the date on which control is effectively transferred to the Group and cease to be consolidated from the date on which control is transferred outside the Group;
• where necessary, adjustments are made to the financial statements of subsidiaries to align the accounting policies applied with those adopted by the Group;
• the assets and liabilities, expenses and income of companies consolidated using the full consolidation method are included in full in the consolidated financial statements;
• the carrying amount of equity investments is eliminated against the corresponding share of the investees’ equity, with the individual assets and liabilities measured at their fair values at the date control is acquired.
COMPANY REGISTERED OFFICE SHARE CAPITALDirect
ownershipIndirect
ownershipTOTAL
Pharmanutra S.p.A. Pisa, Via Campodavela 1 1.123.097,70 € Akern S.r.l. Pisa, Via Campodavela 1 250.000,00 € 100% 0% 100% Pharmanutra España S.L.U. Barcellona, Gran Via de les Corts Catalanes 63050.000,00 € 100% 0% 100% Pharmanutra USA Corp. 251, Little Falls Drive , Wilmington, county of New Castle, Delaware$300.000,00 100% 0% 100% Athletica Cetilar S.r.l Pisa, Via delle Lenze 216/B 100.000 € 70% 0% 70%HOLDING
43 Any residual difference, if positive, is recognised under the asset item “Goodwill”; if negative, it is recognised in profit or loss.
• Receivable and payable balances, as well as the income statement effects of intragroup transactions and dividends approved by consolidated companies, have been eliminated in full. The consolidated financial statements do not include any gains or losses not yet realised by the Group as a whole, as they arise from intragroup transactions. Non -controlling interests in equity and the profit or loss for the period are presented separately in consolidated equity and in the consolidated income statement.
4. ACCOUNTING POLICIES AND MEASUREMENT CRITERIA
In preparing the condensed consolidated interim financial statements as at 30 June 2026, the same accounting policies were applied as those adopted in preparing the consolidated financial statements as at 31 December 2025, to which reference should be made , except as set out in the paragraph “Accounting standards, amendments and interpretations applicable/applied from 1 January 2026”.
The condensed consolidated interim financial statements were also prepared in accordance with the measures adopted by CONSOB concerning financial statement formats, pursuant to Article 9 of Legislative Decree No.
38/2005 and the other CONSOB rules and regu lations governing financial statements.
The financial statements have been prepared on a going concern basis and under the historical cost convention, except for the measurement of certain financial instruments, for which the fair value criterion is applied.
The preparation of the condensed consolidated interim financial statements and the related explanatory notes in accordance with IFRS requires the Directors to make estimates and assumptions that affect the amounts of revenue, costs, assets and liabilities reported in the interim financial report, as well as the disclosures concerning contingent assets and liabilities as at 30 June 2026.
Should these estimates and assumptions, which are based on the Directors’ best judgement, differ from actual circumstances in the future, they will be adjusted appropriately in the period in which those circumstances change.
Estimates and assumptions are r eviewed periodically, and the effects of any changes are recognised immediately in the Income Statement or in Shareholders’ Equity.
44 It should also be noted that certain measurement processes, particularly the more complex ones, such as determining any impairment losses on non -current assets, are generally carried out in full only when the annual financial statements are prepared, when all potentially necessary information is available, except where impairment indicators require an immediate assessment of any impairment losses. With reference to the impairment test performed in preparing the consolidated financial statements as at 31 Dec ember 2025 and to the Group’s performance during the first half of 2026, the Directors believe that there are no factors indicating any concerns regarding the recoverability of the carrying amount of goodwill recognised in the financial statements.
Deferred tax assets were calculated by taking into account the cumulative amount of all temporary differences, based on the tax rates expected to be in force when those temporary differences reverse. Deferred tax assets were recognised because there is rea sonable certainty that, in the financial years in which the deductible temporary differences giving rise to the deferred tax assets reverse, taxable income will be available in an amount not lower than the differences to be reversed.
The publication of this interim financial report as at 30 June 2026, subject to a limited review by BDO Audit Services S.r.l., was authorised by resolution of the Board of Directors on 11 September 2026.
5. IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED
OR APPLICABLE/APPLIED FROM 1 JANUARY 2026
5.1.1 Accounting standards and interpretations endorsed and effective from 1 January 2026 • Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and
IFRS 7);
• Contracts Referencing Nature -dependent Electricity (Amendments to IFRS 9 and IFRS 7);
The above amendments have no impact on either the financial statements or the related disclosures.
5.1.2 International accounting standards and/or interpretations issued but not yet effective and/or not yet
endorsed
The following list sets out recent amendments to the IFRS Accounting Standards that will apply to annual reporting periods beginning on 1 January 2027.
45 • IFRS 18, Presentation and Disclosure in Financial Statements; IFRS 18 replaces IAS 1, Presentation of Financial Statements, and is mandatorily effective for annual reporting periods beginning on or after 1 January 2027.
• IFRS 19, Subsidiaries without Public Accountability: Disclosures. The objective of IFRS 19 is to specify the disclosure requirements that an entity may apply instead of the disclosure requirements set out in other IFRS Accounting Standards (issued on 9 May 2024).
None of these Standards or Interpretations has been early adopted by the Group. The Group is currently implementing IFRS 18.
6. RISK MANAGEMENT AND UNCERTANCIES
The main risks identified, monitored and actively managed by the Pharmanutra Group are as follows:
6.1 EXTERNAL RISKS
6.1.1 Risks related to production outsourced to third -party suppliers The Group is exposed to the risk that production outsourced to third -party suppliers may not be carried out appropriately and in accordance with the quality standards required by the Group, resulting in delays in the supply of products or even the need to replace the appointed third party. In addition, the production facilities of third -party suppliers are subject to operational risks such as, for example, production interruptions or delays due to machinery malfunction or failure, other malfunctions or brea kdowns, delays in the supply of raw materials, natural disasters, the revocation of permits and authorizations , or regulatory or environmental measures. The occurrence of any such circumstances could adversely affect the Group’s business.
6.1.2 Risks related to the regulatory framework and the circumstances in the countries in which the Group
operates
As a result of its international presence, the Group is exposed to numerous risk factors, particularly in developing countries where the regulatory framework may not be clearly and consistently defined. This could require the Group to modify its business p ractices, result in increased costs, or expose it to unforeseen civil and criminal liabilities.
46 Furthermore, the Group cannot be certain that its products can be marketed successfully in such developing markets, given economic, political or social conditions that may at times be unstable and may expose the Group to a range of political, social, econo mic and market risks.
With regard to the geopolitical situation arising from the conflict between Russia and Ukraine, following the sanctions imposed by the European Union on Russia, the Group decided not to suspend supplies to its Russian distributor in order to protect the investments made in previous years. A portion of the margin generated from sales in the Russian market is donated to local non -profit organizations supporting Ukrainian families. It is not considered likely that the possible adoption of even more stringent sanctions would result in a reduction in the revenue forecast for the financial year. As regards Ukraine, which is a marginal market, as of the re porting date there are no outstanding positions and no commercial operations are being conducted.
With regard to the conflict in the Middle East, no significant effects are expected, as the distributors operating in the countries concerned have confirmed their sales orders for the third and fourth quarters.
6.1.3 Risks related to the highly competitive nature of the relevant market Given that the market segments in which the Group operates are characterized by a high degree of competition in terms of quality, price and brand awareness, as well as by the presence of a large number of operators, any difficulty experienced by the Group in addressing competition could adversely affect its market position, with consequent negative effects on the Group’s business.
The non -replicable, patent -protected technology that distinguishes the Group’s production activities is considered an important competitive advantage. Together with proprietary raw materials, the strategy for protecting intellectual property rights (tradem arks and patents), and ongoing investment in research and development, enables the Group to offer products with characteristics that cannot be replicated by competitors.
6.2 MARKET RISKS
6.2.1 Risks related to dependence on certain key products The Group’s ability to generate profits and operating cash flows depends to a significant extent on maintaining the profitability of certain key products. The most significant of these are products based on Sucrosomial® Iron,
47 comprising the products in the Sideral line, which accounted for approximately 68% of the Group’s revenue as at 30 June 2026. A decline in sales of these key products could adversely affect the Group’s business and prospects.
6.2.2 Risks related to the iron market in which the Group operates The risks to which the Group is exposed are related to: potential changes in the regulations governing iron intake , the identification of new related therapeutic protocols, whose timing and implementation the Group is unable to predict , and/or the need to reduce product selling prices. Currently, all of the Group’s iron -based products are classified as food supplements, except for one product classified as Food for Special Medical Purposes (FSMP).
For iron, as with many other nutrients, the permitted daily intake is regulated; above the applicable threshold, a product cannot be marketed as a food supplement because it would fall within the pharmaceutical category.
Any regulatory change would mainly affect the maximum (or minimum) intake level and would therefore require only a straightforward adjustment to the formulation.
6.3 FINANCIAL RISKS
6.3.1 Credit risk Credit risk represents exposure to potential losses arising from the failure of commercial or financial counterparties to fulfil their obligations.
The Group’s credit risk is essentially attributable to the amount of trade receivables arising from sales of finished products and, to a very limited extent, raw materials.
The Group has no significant concentration of credit risk and is exposed to moderate risk in respect of receivables.
6.3.2 Liquidity risk Liquidity risk relates to the Group’s ability to meet its obligations arising from financial liabilities.
To finance the investment relating to the construction of the new headquarters, the Parent Company obtained a medium - to long -term loan of Euro 12 million, secured by a mortgage and subject to an annual financial covenant that was complied with as at 31 De cember 2025. The loan bears interest at a floating rate calculated by applying a spread of 1.45% to three -month Euribor.
48 During the period, the Group met its operating funding requirements through its own resources, without obtaining new credit facilities from the banking system. Although short -term bank facilities are available to manage funding requirements associated with increases in working capital, management did not consider it necessary to use such facilities during the period, owing to the cash generated from operating activities.
In any event, liquidity risk arising from ordinary operations is maintained at a low level through the management of an adequate level of cash and cash equivalents and by monitoring the availability of funds obtainable through credit facilities.
Trade payables and other liabilities are all due within 12 months.
6.3.3 Interest rate risk The Group companies have floating -rate loan agreements in place and are therefore exposed to interest rate risk, which is considered to be of low significance. Floating -rate current and non -current borrowings accounted for approximately 86% of total medium - to long -term borrowings as at 30 June 2026 and approximately 87% as at 31 December 2025.
The Group does not currently adopt hedging policies in respect of interest rate fluctuations. Simulations were performed to assess whether it would be appropriate to adopt policies to hedge interest rate fluctuation risk. The cost of such hedging was highe r than the additional interest expense that could arise based on expected interest rate trends.
The Group is also exposed to interest rate risk on financial assets held in its portfolio; this risk is considered low in view of the characteristics of the investment portfolio.
Financial assets and liabilities measured at fair value The following disclosures are provided in accordance with IFRS 13 – Fair Value Measurement.
The fair value of trade assets and liabilities and other financial receivables and payables approximates their carrying amount in the financial statements.
The fair value of receivables from and payables to banks and related companies does not differ from the amounts recognised in the financial statements, as the credit spread has remained unchanged.
49 For financial instruments recognised at fair value in the statement of financial position, IFRS 7 requires those values to be classified according to a fair value hierarchy that reflects the significance of the inputs used in determining fair value. The fo llowing levels are identified:
Level 1 – quoted prices in an active market for the assets or liabilities being measured;
Level 2 – inputs other than the quoted prices referred to above that are observable directly (prices) or indirectly (derived from prices) in the market;
Level 3 – inputs that are not based on observable market data.
With reference to the amounts as at 30 June 2026 and 31 December 2025, the following table presents the fair value hierarchy for the Group’s assets measured at fair value:
€/1000 12/31/202 6 12/31/202 5
Level Level
1 2 3 Total 1 2 3 Total Current financial assets:
Bonds 6,186 - 6,186 5,049 18 5,067 Investment funds 476 476 473 473 Term deposits 1,250 1,250 6,500 6,500
Total 6,662 - 1,250 7,912 5,522 - 6,518 12,040
For bonds classified within Level 3, the valuation model applied is based on nominal value.
6.3.4 Cash flow fluctuation risk Historically, the Group has reported a substantial and steady increase in cash flows generated from operations compared with the previous financial year.
There are no particular requirements for access to bank credit other than for investing activities; in any event, banking institutions remain willing to extend the credit facilities available to Group companies when necessary.
In light of the foregoing, the risk associated with a decrease in cash flows is considered limited for the Group companies.
6.3.5 Foreign exchange risk
50 The risk associated with exchange rate fluctuations is limited, since all transactions with foreign countries are conducted in euros, except for transactions with the subsidiary Pharmanutra USA, which are hedged through forward contracts.
6.3.6 Litigation risk The Parent Company is party to a number of single -mandate agency and business -introduction agreements for the promotion of its products. The activities carried out by agents on behalf of the Group also perform an important role in providing scientific info rmation to the medical profession. Over the years, there have been a number of cases in which agents and/or business introducers initiated disputes seeking recognition of an employment relationship and the related compensation; all such disputes were settl ed out of court. Specific provisions have been recognised to cover the estimated liabilities arising from the risks identified.
There are uncertainties regarding the interpretation, for direct tax purposes, of the compensation received by the Company in 2019 and 2024 from the shareholders existing prior to the listing, pursuant to the representations and warranties given by them in the admission document, Section One, Chapter 16, paragraph 16.1. The risk cannot be excluded that, should the position adopted by Pharmanutra not be considered correct by the Italian Revenue Agency, the latter may assess taxes payable in relation to the a mount of the compensation, in addition to penalties and interest.
7. OPERATING SEGMENT INFORMATION
The Group identified its operating segments based on the three business lines that represent the organisational components according to which the business is managed and monitored, namely, as provided for by IFRS 8, “ ...a component whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance” .
The identified segments are Italy, Rest of World and Akern, which represent the Group’s business model.
51
PROFIT & LOSS (€/000) 30/06/2026 Italy ROW AKERN 30/06/2025 Italy ROW AKERN
A) REVENUES 74,281 42,241 28,044 3,996 63,098 38,622 20,782 3,694
Net revenues 72,955 41,316 27,706 3,933 61,879 37,731 20,477 3,671 Other revenues 1,326 925 338 63 1,219 891 305 23
B) OPERATING COSTS (56,800) (33,071) (21,498) (2,231) (46,635) (29,258) (15,300) (2,076)
Cost for services, goods and other operating costs (46,357) (26,789) (18,264) (1,304) (37,326) (23,591) (12,521) (1,214) Cost for personnel and corporate bodies (10,443) (6,282) (3,234) (927) (9,308) (5,667) (2,779) (862)
(A-B) EBITDA 17,481 9,170 6,546 1,765 16,463 9,364 5,482 1,618
Ebitda margin (on net revenues) 24.0% 22.2% 23.6% 44.9% 26.6% 24.8% 26.8% 44.1% C) Amortization, depreciation and write off (2,197) (2,034)
(A-B-C) EBIT 15,284 14,429
D) FINANCIAL INCOME (EXPENSES) (81) (7)
Financial income 475 608 Financial expenses (556) (615)
PROFIT/(LOSS) BEFORE TAXES 15,203 14,422
Taxes (5,303) (5,269)
NET PROFIT/(LOSS) OF THE PERIOD 9,900 9,153
Third parties result of the period (27) (33)
GROUP'S NET PROFIT/(LOSS) OF
THE PERIOD 9,927 9,186
The performance of the Group’s business lines in the first half of 2026 compared with the previous year reflects the Group’s performance as described above.
The slight reduction in EBITDA for the Italy and International business lines compared with 30 June 2025 is attributable, respectively, to the different revenue mix between sales channels (direct and wholesale) in Italy, the timing of order intake by distr ibutors for orders with different margins, and higher selling expenses arising from the growth in e -commerce channel revenues.
8. COMMENTS TO THE MAIN ITEMS
8.1 Non -current assets 8.1.1 Property , plant and equipment
52 Net Book Value Opening balance Increases Decreases Depreciation Other
movements Closing
balance
Land and buildings 17,405 14 -526 16,893 Plant and machinery 1,957 61 0 -164 1,854 Equipment 186 30 1 -28 189 Furnitures and office machines 1,094 75 0 -147 0 1,022 Vehicles 585 355 -96 -145 699 Right -of-use assets 2,592 1,086 -323 3,355 Assets under construction 313 46 -69 290
TOTAL 24,132 1,667 -164 -1,333 0 24,302
Historical Cost Opening balance Increases Decreases Other movements Closing balance Land and buildings 20,744 14 0 20,758 Plant and machinery 3,003 61 -2 0 3,062 Equipment 358 30 -2 0 386 Furniture and office equipment 2,808 75 -2 1 2,882 Vehicles 1,910 355 -374 0 1,891 Right -of-use assets 3,781 1,086 0 4,867 Assets under construction 313 46 -69 0 290
TOTAL 32,917 1,667 -449 1 34,136
Accumulated Depreciation Opening balance Depreciation Decreases Other
movements Closing
balance
Land and buildings 3,339 526 0 3,865 Plant and machinery 1,046 164 -2 0 1,208 Equipment 172 28 -3 0 197 Furniture and office equipment 1,714 147 -2 1 1,860 Vehicles 1,325 145 -278 0 1,192 Right -of-use assets 1,189 323 0 1,512
TOTAL 8,785 1,333 -285 1 9,834
The amount of increases for the period refers to the purchase of a share of an aircraft, and to recurring investments in IT equipment, cars supplied to management and improvements to assets.
8.1.2 Intangible assets The table for each item shows historical costs net of previous depreciation, movements during the period and closing balances for each item.
53
Opening
balance Increases Decreases Amortization Other
movements Closing
balance
R&D expenses 684 15 -110 0 589 Patents 2,353 217 -200 2 2,372 Trademarks, conc and licenses 1,363 48 -72 0 1,339 Goodwill 17,560 0 17.56 0 Other intangible assets 96 33 -23 0 106 Int. in progress and advances 2,419 383 -2 2,800
TOTAL 24,475 696 0 -404 0 24,767
Increases in intangible assets mainly refer to the capitalisation of costs relating to patent activities.
The increase in assets under construction refers to costs capitalized on research orders in progress and software being implemented.
With reference to Goodwill, as of June 30, 2026, no indicators of impairment were found that required the impairment test carried out as of December 31, 2025 to be updated.
8.1.3 Investments
6/30/2026 12/31/2025 Change Investments in other companies 4 4 0 Investments 4 4 0
8.1.4 Non -current financial assets
This item includes security deposits, amounting to Euro 123 thousand, which refer to the amounts paid at the time of signing the lease agreement entered into by the subsidiary Athletica with the related company Solida S.r.l.; it also includes advances paid by Pharmanutra to Solida S.r.l. for the amount of Euro 85 thousand.
8.1.5 Other non -current assets 30/06/26 31/12/25 Change Deposits and advances 280 280 0 Non -current financial assets 280 280 0
54 6/30/2026 12/31/2025 Change Insurance for Directors severance 0 1,063 -1,063 L/T tax assets from Industry 4.0 224 224 0 Other non -current assets 224 1,287 -1,063
The reduction in the item Insurance for Directors severance is determined by the collection of the insurance policy taken out to cover the provision for Severance Indemnity at the end of the term of office of the Executive Directors paid after the expiry of their mandate.
8.1.6 Deferred tax assets
Opening
Balance Increase Decrease Exchange
Difference Ending
balance
Prov. for legal disputes risks 168 72 -92 148 Provision for inv. write off 463 19 -128 354 Prov. for doubtfull accounts 119 8 -15 112 Provision for doub. acc. v/sub. 72 72 Directors and Empl.s' compensation 1,052 333 -991 394 Provision for sub. writeoff 552 552 Accrual to prov. for leaving indem. 60 -3 57 Prov. for termination of agengy cont. -153 3 -150 Consolidation entries -180 520 18 358
TOTAL 2,153 955 -1,229 18 1,897
Deferred tax assets have been calculated, taking into account the cumulative amount of all temporary differences, on the basis of the expected rates in force at the time the temporary differences are reversed. Deferred tax assets have been recognised because there is reasonable certainty that taxable income will not be less than the amount of the differences to be cancelled in the years in which the deductible temporary differences against which the deferred ta x assets have been recognised will be reversed.
Deferred tax assets relating to the application to the Provision for Severance Indemnities, the Provision for Supplementary Customer Indemnities and the Provision for Doubtful Receivables as a result of the valuations required by IAS/IFRS on these items ar e the result of all the adjustments made from the FTA up to the end of the financial statements under review.
55 Deferred tax assets relating to the remuneration of corporate bodies relate to the deferred deductibility with respect to the time of accounting recognition of the variable remuneration relating to the first half of 2026.
8.2 Current assets
8.2.1 Inventories
6/30/2026 12/31/2025 Change Raw mat., aux. and cons. 1,582 2,397 -815 Works in progress and semi fin. prod. 1,428 408 1,020 Finished prod.and goods 7,265 7,350 -85 Provision for inventories w/o -905 -1,303 398 Inventories 9,370 8,852 518
The increase in inventories of work -in-progress and semi -finished products derives from the planning of productions with a view to expected sales volumes and cost efficiency.
The value of inventories of finished products is net of the sum of 905 thousand Euros (1,303 thousand Euros as at 31.12.2025) set aside as a write -off of the inventory of raw materials and finished products.
8.2.2 Cash and cash equivalents
6/30/2026 12/31/2025 Change Bank and postal accounts 7,213 18,546 -11,333 Cash and cheques 12 29 -17 Total cash and cash equivalents 7,225 18,575 -11,350
The balance represents cash and cash equivalents and the existence of cash and cash equivalents at the end of the period. For changes in cash and cash equivalents, please refer to the cash flow statement for the year and to the information reported in the Report on Operations.
8.2.3 Current financial assets
56 6/30/2026 12/31/2025 Change Mutual funds 476 473 3 Bonds 5,201 5,066 135 Government Bonds 985 985 Fin. Loans to group comp. 0 1 -1 Time deposits 1,250 6,500 -5,250 Total current financial assets 7,912 12,040 -4,128
The “Mutual funds” and “Bonds” items represent a temporary investment of part of the Company’s liquidity, made by granting an individual portfolio management mandate to Azimut Capital Management S.g.r. Under this mandate, bonds and units in investment fund s issued by entities with an adequate credit rating were subscribed. As at June 30, 2026, the comparison with the market value of the bonds and mutual funds held showed a net unrealized loss of Euro 17 thousand, which was recognised in an equity reserve in accordance with the measurement criterion adopted by the Group pursuant t o IFRS 9.
In view of the available liquidity and the expected continuation of ordinary business activities, as discussed above, the Group does not anticipate any need to dispose of these financial instruments before maturity.
8.2.4 Trade receivables
6/30/2026 12/31/2025 Change Trade receivables - domestic market 24,509 14,730 9,779 Trade receivables RoW 7,018 5,891 1,127 Other trade receivables 3,781 4,262 -481 Invoices to be issued 242 769 -527 Credit Notes to be issued -24 -273 249 Provision for doubtful accounts -644 -617 -27 Total trade receivables 34,882 24,762 10,120
The amounts reported in the financial statements are net of the provisions made to the allowance for doubtful accounts, estimated by the Group’s management on the basis of the ageing of receivables, an assessment of their recoverability, historical experie nce and forecasts of future non -collection, including for that portion of receivables that is not yet due at the reporting date.
The breakdown of trade receivables by geographical area is set out below:
57 €/1000 6/30/2026 12/31/2025 Change Italy 28,015 17,715 10,300 Asia 3,712 4,022 (310) Europe 2,625 1,613 1,012 Africa 0 2 (2) America 531 1,411 (880) Total trade receivables 34,882 24,762 10,120
The movement in the allowance for doubtful accounts during the first half of 2026 was as follows:
ALLOWANCE
FOR DOUBTFUL
ACCOUNTS
Opening Balance (617)
Accruals (214)
Disposals 187
Ending Balance (644)
8.2.5 Other current assets The “Other current assets” item is detailed in the table below:
6/30/2026 12/31/2025 Change Advances to suppliers 3,273 3,941 -668 Tax credits 343 1,560 -1,217 Prepayments and accr. income 5,676 2,096 3,580 Other receivables 234 234 0 Total other current assets 9,526 7,831 1,695
The “Tax credits” item represents the amount of purchased tax credits expected to be utilised within 12 months.
The “ Advances to suppliers ” item includes advances to agents amounting to Euro 236 thousand (Euro 311 thousand as at December 31, 2025), relating to amounts advanced upon the signing of agency agreements, and advances to suppliers amounting to Euro 2,181 thousand (Euro 2,793 thousand as at December 31, 2025).
58 The advances paid to agents will be repaid upon termination of the relationship with each agent.
The change in the “Prepayments and accrued income” item is attributable to the recognition of prepayments relating to marketing costs that pertain to the full year but whose cash outflow occurred during the first half of the year.
8.2.6 Tax receivables Tax receivables consist of the following components:
6/30/2026 12/31/2025 Change VAT receivables 96 376 -280 R&D tax receivables 365 365 0 Other tax receivables 52 101 -49 Tax receivables 513 842 -329
8.3 Shareholders’ Equity 8.3.1 Shareholders’ Equity The changes in the Group’s equity items are set out below:
€/1000 Note S. C. Treas.
Sh. Other res. IAS Res. Res. of the
period Group
equity Third
Part. Cap.
and Res. Third part.
res. of the
period Minority
interest Equity
Balance as at 1/1/2 6 8.3.1 1,123 (5,897) 56,161 (36) 20,002 71,353 (27) (85) (112) 71,241 Other changes 82 (7) 75 (82) - (7) Dividends paid (11,490) (11,490) - (11,490)
Allocation of
result 19,918 (20,002) (84) (2) 85 83 (1) Result of the period 9,927 9,927 (27) (27) 9,900
Exchange
differences - (115) (115) - (115) Balance as at 6/30/26 1,123 (5,897) 64,556 (43) 9,927 69,666 (111) (27) (138) 69,528
The share capital, fully subscribed and paid -in, amounts to 1.123 million Euros and is represented by 9,680,977 ordinary shares without par value of the Parent Company.
No treasury shares were repurchased during the period. As of June 30, 2026, Pharmanutra holds 105,794 treasury shares, equal to 1.09% of the share capital, for a total amount of Euro 5.897 million.
59 Below is the change in the year:
N° Treasury
Shares
Balance as at 12/31/2025 105,794
Purchases -
Disposal -
Balance as at 6/30/2026 105,794
Other reserves and Other IAS reserves are detailed in the following table:
€/1000 Balance as at 12/31/2025 Balance as at
6/30/2026
Legal reserve 225 225 Share premium account 7,205 7,205 Extraordinary reserve 40,653 48,519 Merger surplus reserve 8,144 8,144 Retained earnings 4 584 Currency conversion Reserve (70) (121) Total Other Reserves 56,161 64,556 Reserve FTA 12 12 Reserve Fair Value OCI (331) (399) Reserve IAS 19 283 344 Total IAS reserves (36) (43)
On April 27, 2026, the Parent Company's General Meeting of Shareholders resolved to distribute a dividend of Euro 1.20 per share, equal to a payout ratio of approximately 57% of 2025 consolidated net profit, for a total amount of Euro 11.490 million.
8.4 Non current liabilities 8.4.1 Non current financial liabilities Bank borrowings represent the portion of the loans taken out by the Group companies that is due after more than 12 months.
60
6/30/2026 12/31/2025 Change BPER Loan 753 1,511 -758 Credem loan 0 649 -649 BPM loan 1,355 1,883 -528 BPM loan 235 235 BPM guaranteed loan 9,941 10,307 -366 Non current fin. liab. for rights of use 1,353 1,100 253 Non current financial liabilities 13,637 15,450 -1,813
Financial liabilities for non -current rights of use represent the discounted amount expiring beyond the year of lease and lease agreements in place as at 30.6.2026 pursuant to IFRS16.
In accordance with the requirements of the CONSOB communication of 28 July 2006 and in accordance with ESMA's update with reference to the "Recommendations for the uniform implementation of the European Commission regulation on prospectuses", it should be noted that the Group's Net Financial Position as at 30 June 2026 is as follows:
61
6/30/26 12/31/25
A Cash (7,225) (18,575) B Cash equivalents C Other current financial assets (7,912) (12,040) D Cash and cash equivalents (A+B+C) (15,137) (30,615) 1) E Current financial debt (including debt instruments, but excluding the current portion of non -current financial debt) 610 1,000 F Current portion of non current financial debt 4,110 4,064 G Current financial debt (E+F) 4,720 5,064 of which secured 727 716 of which unsecured 3,993 4,348 H Net current financial debt (G -D) (10,417) (25,551) 2) I Non -current financial debt (excluding the current portion and debt instruments) 13,637 15,450 J Debt instruments K Trade and other non current debts L Non current financial debt (I+J+K) 13,637 15,450 of which secured 9,941 10,307 of which unsecured 3,696 5,143 M Net financial debt (H+L) com. CONSOB (4/3/21
ESMA32 -382 -1138) 3,220 (10,101)
3) N Other current and non current financial assets (280) (1,343) O Net financial debt (M -N) 2,940 (11,444)
1) Includes the following balance sheet items: Current financial liabilities (Current accounts payable for transitional use Euro 78 thousand and Financial payables for rights of use Euro 532 thousand);
2) Includes the following balance sheet items: Non -current financial liabilities (M/L term loans Euro 12,294 thousand, Financial payables for non -current rights of use Euro 1,353 thousand);
3) Includes the following balance sheet items: Non -current financial assets ( security deposits Euro 280 thousand).
8.4.2 Provision for risks and charges
6/30/2026 12/31/2025 Change Provision for indem. for term. of agency contracts 1,284 1,252 32 Provision for sundry risks and legal disputes 514 589 -75 Provision for risks and charges 1,798 1,841 -43
62 Provisions for risks and charges consist of Provision for indem. for term. of agency contracts , established in consideration of Article 1751 of the Italian Civil Code and the Collective Economic Agreement of 30 July 2014, which provide that, upon termination of the agency relationship, the agent is entitled to a severance indemnity.
The supplementa ry customer indemnity is calculated by applying a rate that may vary from 3 to 4% depending on the duration of the agency contract to the commissions and other fees accrued by the agent during the course of the employment relationship; the resulting amount has been assessed in accordance with International Accounting Standards IAS/IFRS (IAS 37).
Changes in the period are as follows:
€/1000 Supplementary
customer
indem. Fund Other risks
and litigation
fund
Opening balance 1,252 589 Accruals 140 250 Disposal (108) (325) Closing balance 1,284 514
8.4.3 Provision for employee and d irectors benefit
6/30/2026 12/31/2025 Change Provision for leaving indemnity 1,378 1,357 21 Provision for Directors' severance indemnity 223 1,971 -1,748 Provision for L/T directors compensation 429 2,340 -1,911 Provision for employee and directors benefit 2,030 5,668 -3,638
The change in the Provision for Directors' severance indemnity and the Provision for L/T directors compensation represents the net balance between the amounts paid to the executive directors following the expiry of their term of office upon approval of the financial statements as at 31 December 2025 and the provision recognised on the basis of the resolution adopte d by the Ordinary Shareholders’ Meeting on 27 April 2026. These funds correspond to the Company’s actual obligation towards the Directors at the reporting date.
63 The directors’ remuneration policy complies with the requirements of the Corporate Governance Code issued by Borsa Italiana (the “Code”), which are summarised below:
• fixed and variable components that are appropriately balanced in line with the strategic objectives;
• maximum limits established for the variable components;
• a fixed component sufficient to remunerate directors’ services where the variable component is not earned due to failure to achieve the relevant objectives;
• predetermined and measurable objectives linked to the creation of shareholder value, the achievement of which determines payment of the variable components;
• payment of a significant portion of the variable component deferred for an appropriate period after it has vested.
On the basis of the foregoing and the expected achievement of the relevant performance objectives, the portion of medium - to long -term variable compensation due to the Executive Directors that accrued during the six -month period amounted to Euro 429 thousand.
Employee severance indemnities accrued by the companies included in the consolidated financial statements.
The liability for employee severance indemnities was calculated in accordance with the applicable provisions governing employment relationships and corresponds to the companies’ actual obligation towards each employee at the reporting date. The resulting a mount was measured in accordance with International Accounting Standards/International Financial Reporting Standards (IAS 19).
The movements during the period are set out below:
€/1000 Leav. Ind. Prov
Opening Balance 1,357 Service cost 102
Interest 22
Utilization (42)
Actuarial (gains)/losses (61) Closing Balance 1,378
64 8.5 Current liabilities 8.5.1 Current financial l iabilities
6/30/2026 12/31/2025 Change S/T part of long term loans 4,110 4,064 46 Curr. Acc. transitory movements 78 595 -517 Current fin. liab. for rights of use 532 405 127 S/T Financial liabilities 4,720 5,064 -344
The item “ S/T part of long term loans” represents the portion of indebtedness relating to financing arrangements and mortgage loan instalments due for repayment within the following financial year. The item amounts due to banks in respect of overdrawn current accounts arises from tempor ary reconciling items.
8.5.2 Trade payables Trade payables a re detailed in the following table:
6/30/2026 12/31/2025 Variation Trade payables domestic suppliers 17,409 15,957 1,452 Trade payables RoW suppliers 602 1,398 -796 Advances 4,157 2,542 1,615 Total trade payables 22,168 19,897 2,271
The increase in the Advances line item is attributable to orders from foreign customers in the order backlog as at 30.6.26.
The following table presents a breakdown of trade payables by geographical area:
€/1000 6/30/2026 12/31/2025 Change Italy 16,566 15,373 1,194 Asia 2,853 1,709 1,143 Europe 2,041 1,665 376 America 395 531 (137) Others 314 619 (306) Total trade payables 22,168 19,897 2,271
65 8.5.3 Other current liabilities The breakdown of the item "Other current liabilities" is detailed in the following table:
6/30/2026 12/31/2025 Change Payables for wages and salaries 1,882 1,609 273 Payables to social security institutions 601 514 87 Payables to directors and statutory auditors 1,135 1,867 -732 Other payables 666 330 336 Provision for agents indemnity 136 201 -65 Total other current liabilities 4,420 4,517 -97
The reduction in Payables to directors and statutory auditors derives from the payment of the amount of short -
term variable remuneration accrued by the executive directors and set aside as at 31 December 2025.
8.5.4 Tax pa yables
6/30/2026 12/31/2025 Change Income taxes 977 889 88 Payables for withholdings 1,354 662 692 VAT payables 270 4 266 Total tax payables 2,601 1,555 1,046
8.6 R evenues 8.6.1 Net revenues
2026 2025 Variation Domestic sales revenues 41,319 37,731 3,588 Foreign markets sales revenues 27,703 20,476 7,227 Medical instruments revenues 3,933 3,670 263 Total Net Revenues 72,955 61,877 11,078
The following table shows the breakdown of net revenues by area of activity and geographical market:
66
As previously described, the Group operates across three business areas: the sale of finished products (Pharmanutra, PHN USA and PHN ESP), raw materials (Pharmanutra Ingredients), and machinery and instruments for measuring body bioimpedance (Akern), throu gh direct and indirect distribution channels.
Italy business line: this is characterised by Pharmanutra's direct management of distribution channels in its target markets and the related marketing activities.
In the first half of 2026, it accounted for approximately 57% of net revenue (61% in 2025).
The distribution channels comprise:
- Direct, deriving from the activities carried out by the network of pharmaceutical sales representatives entrusted with marketing the products throughout Italy.
- Wholesalers, which supply pharmacies and para -pharmacies directly.
- E-commerce for the sale of finished products through proprietary and third -party online platforms.
- Public -sector tenders.
Of fundamental importance is the work carried out by scientific and commercial representatives directly targeting the medical profession in order to raise awareness of the products' clinical efficacy and unique characteristics.
€/1000 2026 2025 Variation Δ%Incidence
2026Incidence
2025
Italy 40.574 36.849 3.726 Total F.P. Italy 40.574 36.849 3.726 10,1% 55,6% 59,6% Europe 11.786 11.223 563 5,0% Middle East 6.213 4.824 1.389 28,8% South America 1.441 605 835 138,1% Far East 2.827 2.037 790 38,8% Other 4.622 1.189 3.434 288,9% Total F.P. ROW 26.889 19.878 7.012 35,3% 36,9% 32,1% Raw materials Italy 742 882 (140) -15,9% 1,0% 1,4% Raw materials ROW 816 597 219 36,6% 1,1% 1,0% Total Raw Materials 1.558 1.480 78 5,3% 2,1% 2,4% Medical instrumets Italy 3.446 3.239 207 6,4% 4,7% 5,2% Medical instrumets ROW 487 432 55 12,8% 0,7% 0,7% Total Medical instruments 3.933 3.671 263 7,2% 5,4% 5,9% Total Net revenues 72.955 61.877 11.078 17,9% 100% 100%
67 International business line : this is characterised by the sale of finished products and raw materials through local partners that, under multi -year distribution agreements, distribute and sell the products in their respective markets.
The international business line accounted for approximately 38% of revenue as at 30 June 2026 (33% as at 30 June 2025).
Akern business line: the business model involves the sale of equipment and software for measuring body bioimpedance in Italy and international markets through agents, distributors and online sales.
8.6.2 Other revenues
2026 2025 Variation Tax receivables 55 55 Contractual Indemnities 123 -123 Reimbursement and expenses recover 360 91 269 Contingent assets 119 677 -558 Other revenues 792 328 464 Total other revenues 1,326 1,219 107
8.7 Operating expenses 8.7.1 Raw materials, semif inished , consumables and finished prod ucts purchases Purchases are detailed in t he following table:
2026 2025 Variation Raw and semifinished materials 2,384 2,941 -557 Consumables 376 498 -122 Finished products 606 464 142 Total raw materials, semif., consumables and finished prod. 3,366 3,903 -537
The reduction in costs for production -related purchases is the result of the efficiency policies implemented.
8.7.2 Change in inventories
68 2026 2025 Variation Change in raw mat. inventories 815 -679 1,494 Change in semifin. prod. inventories -1,020 20 -1,040 Change in F.P. inventories 77 -2,108 2,185 Inventories write off accrual 65 9 56 Change in inventories -63 -2,758 2,695
8.7.3 Services expenses
2026 2025 Variation Marketing 14,087 10,570 3,517 Production and logistic 15,338 13,016 2,322 Other general expenses 5,694 4,571 1,123
R&D 579 446 133
Information technology 387 419 -32 Commercial and sales network 6,011 6,009 2 Corporate bodies 5,210 4,850 360 Rent and leases 68 66 2 Financial services 126 132 -6 Total services expenses 47,500 40,079 7,421
The change in the item Services expenses is essentially determined by the higher Marketing costs incurred to support the development of revenues of both the As Is business and the new Business Units. The increase in the item Production and logistics is related to the increase in the volume of ac tivity. The increase in the item Other general expenses is attributable to the costs related to the management of the new headquarters and higher travel expenses. The increase in the item Corporate b odies is due to the higher remuneration approved by the General Meeting of Shareholders on April 27th 2026.
8.7.4 Personnel cost The breakdown of personnel costs is shown in the following table:
69 2026 2025 Variation Wages and salaries 3,864 3,258 606 Social contributions 1,135 959 176 Leaving Indemnity accrual 176 189 -13 Other personnel expenses 28 41 -13 Total Personnel cost 5,203 4,447 756
This item includes all expenses for employees, including accruals of holidays and additional monthly payments as well as the related social security charges, as well as the provision for severance pay and other costs provided for in the contract. The incre ase compared to the previous year occurs as a result of the hires made.
As of June 30, 2026, the Group had 144 employees (133 as of June 30, 2025).
The breakdown of the average number of employees by category is shown in the following table:
2026 2025 Variation Managers 8 5 3 White collars 114 103 11 Blue collars 17 14 3 Total 139 122 17
8.7.5 Other operating expenses
2026 2025 Variation Capital losses 1 1 Sundry tax charges 82 83 -1 Membership fees 22 18 4 Charitable donations 227 113 114 Other expenses 462 749 -287 Total other operating expenses 794 963 -169
8.8 Amortization, depreciation and accruals
70 2026 2025 Variation Amortization of intangible assets 405 369 36 Tangible assets depreciation 1,328 1,283 45 Accrual to prov. for risks on legal disputes 250 180 70 Accrual to doubtful accounts prov. 179 179 Non ded. accrual for doubtful acc. 35 202 -167 Total amort., depr. and accruals 2,197 2,034 163
8.9 Financial income/(expenses) 8.9.1 Financial income
2026 2025 Variation Interest income 286 274 12 Dividends 0 4 -4 Exchange gains 85 188 -103 Other financial income 104 142 -38 Total financial income 475 608 -133
8.9.2 Financial expenses
2026 2025 Variation Other financial expenses -125 -20 -105 Interest expenses -269 -373 104 Exchange losses -162 -222 60 Total financial expenses -556 -615 59
8.10 Income taxes
2026 2025 Variation Current taxes 5,019 5,166 -147 Deferred taxes 284 102 182 Previous years taxes 1 -1 Total income taxes 5,303 5,269 34
Taxes are set aside on an accrual basis and have been determined in accordance with the rates and regulations in force.
71 8.11 Earning per share Basic earnings per share are calculated by dividing the Group's profit or loss by the weighted average of shares outstanding over the period.
The calculation of basic earnings per share is shown in the following table:
EURO 2026 2025
Group's Net result 9,924,347 9,183,641 N°of outstanding shares 9,575,183 9,587,472 Income per share 1.04 0.96
9. OTHER INFORMATION
Pursuant to applicable law, the total remuneration payable to the Directors, the members of the Boards of Statutory Auditors, and the independent auditors, where appointed, is set out below:
Directors: EUR 4,627 thousand Board of Statutory Auditors: EUR 44 thousand Independent auditors: EUR 36 thousand
10. EVENTS AFTER 30 JUNE 2026
With regard to events occurring after 30 June 2026, reference should be made to the information set out in the Directors’ Report on Operations.
11. COMMITMENTS
The land and building are subject to a first -ranking mortgage in the amount of €18 million in favour of Banco BPM S.p.A., securing the loan granted in 2023.
12. CONTINGENT LIABILITIES AND MAIN OUTSTANDING LITIGATION
The Group has no significant contingent liabilities that have not already been disclosed in this report and that are not covered by adequate provisions.
72 Following the reorganisation of the sales network, disputes are ongoing between the Parent Company and former agents, for which the related liability has been estimated and provided for.
Pharmanutra has initiated preliminary technical assessment proceedings (Accertamento Tecnico Preventivo , or ATP) against the company engaged to carry out the construction work on its new registered office in Pisa. Through these proceedings, the Company has requested that the Court conduct a technical assessment of certain works entrusted to the contractor w hich are considered not to have been performed in accordance with professional standards. The contractor, in turn, has filed a claim for compensation in respect of works that it maintains were carried out without the client's prior authorisation.
Pharmanutra is also a party to legal proceedings brought before the Court of Milan concerning alleged contractual breaches relating to an agreement for the outsourced management of an external sales network. The counterparty has filed a claim for damages. The Company considers the counterparty's claims to be unfounded and has entered an appearance to contest them in full. The proceedings are currently pending.
13. RELATED -PARTY TRANSACTIONS
Related parties are identified in accordance with the broad definition set out in IAS 24, including relationships with members of the administrative and supervisory bodies as well as key management personnel.
The balance -sheet and income -statement effects of related -party transactions during the period are presented in the following tables:
73
Related party
Balance sheet
(€/1000) Buildings,
plant and
machinery Non
current
financial
asseets Trade
Receivables Other
current
liabilities Directors
and empl .
Benefit
prov. Trade
payables Non
current
ROU fin.
liab. Current
ROU fin.
liab.
Pharmanutra Board of Directors 1,048 653
Members of
subsidiaries BoD 59 0 Statutory auditors 0 33
Supervisory Board
compensation 8
Senior management
compensation 29 218 Solida S.r.l. 525 185 317 107 Calabughi S.r.l. 87
LCRT S.r.l. 469 183
Studio Bucarelli,
Lacorte, Cognetti
TOTAL 525 185 469 1,136 871 311 317 107
Related party Income Statement (€/1000) Other
revenues Services
expenses Personnel
expenses ROU
depreciation
Pharmanutra Board of Directors 4,425 Members of subsidiaries BoD 183 Statutory auditors 44 Supervisory Board compensation 27
Senior management
compensation 424
Solida S.r.l. 55 Calabughi S.r.l. 952
LCRT S.r.l. 247 1,490
Studio Bucarelli, Lacorte, Cognetti 51
TOTAL 247 7,172 424 55
On 10 November 2025, Pharmanutra’s Board of Directors approved an update to the related -party transactions procedure adopted in 2021 in compliance with Consob Resolution no. 21624 of 10 December 2020 (the “RPT Procedure”). The procedure is available on the Company’s website at https:/ /phar manutragroup.com/governance/company -documents. Furthermore, as a smaller company, the Company applies to related -party transactions governed by the RPT Procedure, including transactions of greater
74 significance identified pursuant to Annex 3 of the RPT Regulation, by way of derogation from Article 8 of the RPT Regulation, a procedure that takes account of the principles and rules set out in Article 7 of the RPT Regulation.
Members of the Parent Company’s Board of Directors receive remuneration comprising a fixed component and, for executive directors only, a variable component and an end -of-term indemnity component. The variable remuneration awarded to executive directors is divided into short -term and medium -to long -term components, in line with the recommendations contained in the Corporate Governance Code issued by the Corporate Governance Comm ittee.
Members of the Boards of Directors of the subsidiaries receive remuneration comprising a fixed component; the Chief Executive Officer of Akern alone also receives a variable component.
Key management personnel remuneration comprises a fixed component and a variable incentive calculated on the basis of sales volumes and financial -statement parameters. Athletica Cetilar has a lease agreement for properties owned by Solida S.r.l., a company associated with certain shareholders of the Parent Company. Under the agreement, Athletica Cetilar pays annual rent and has paid Solida S.r.l. amounts as a security de posit.
For strategic reasons, the Parent Company has outsourced part of its communication and marketing activities.
These activities are entrusted to Calabughi S.r.l., a company in which the wife of Vice Chairman Dr Roberto Lacorte holds 47% of the share capital and serves as Chair of the Board of Directors. The annual contract between Pharmanutra and Calabughi S.r.l ., unless terminated by either party three months before expiry, provides for communication services including management of the Company’s websites and media channels; the conception, development and execution of advertising campaigns supporting products a nd the corporate image; graphic design of product packaging, promotional material and scientific information documents; and the organisation and management of corporate conventions. In addition, the Parent Company has entered into with Calabughi (i ) a title -
sponsorship agreement for the 151 Miglia regatta, (ii) an agreement for the management of communication activities, events and merchandising connected with Cetilar Racing’s participation in international motorsport competitions, and (iii) an agre ement for management and advertising services on e -commerce platforms.
The Parent Company entered into a one -year sponsorship agreement with LCRT S.r.l ., a company engaged in motorsport promotion. Vice Chairman Dr Roberto Lacorte is married to Luisa Cognetti, who owns 100% of LCRT S.r.l. and serves as its sole director, and is the father of professional driver Nicola Lacorte. Likewise, Chairman
75 Andrea Lacorte has an interest in the agreement pursuant to Article 2391 of the Italian Civil Code, as he is the driver’s uncle.
The advertising package covered by the agreement relates to the participation of a single -seater racing car approved for the FIA Formula 3 Championship. It grants the specified advertising spaces on the car and the driver’s clothing, the right to associate the Company’s image with that of the driver in advertising and/or promotional materials, and the right to conduct advertising activities relating to the agreement through the main social media platforms.
Group companies have entered into consultancy agreements with Studio Bucarelli, Lacorte, Cognetti. The agreements are valid for one year and are automatically renewable from year to year. They cover general tax advisory services, the preparation and filing of tax returns, general employment -law advice and the preparation of monthly payroll slips.
In compliance with Consob Resolution no. 15519 of 27 July 2006 and Consob Communication no. DEM/6064293 of 28 July 2006, the consolidated statement of financial position and consolidated income statement are presented below, with related -party transactions shown separately.
76 6/30/2026 of which with related parties 12/31/2025 of which with
related parties
NON CURRENT ASSETS 51,474 52,331
Property , plant and machinery 24,302 525 24,132 580 Intangible assets 24,767 24,475 Investments 4 4 0 Non current financial assets 280 185 280 185 other non current assets 224 1,287 Deferred taxes 1,897 2,153
CURRENT ASSETS 69,428 72,902
Inventories 9,370 8,852 Trade receivables 34,882 469 24,762 0 Other current assets 9,526 7,831 900 Tax receivables 513 842 Current financial assets 7,912 12,040 Cash and cash equivalents 7,225 18,575
TOTAL ASSETS 120,902 125,233
NET EQUITY 69,528 71,241
Share capital 1,123 1,123 Treasury shares (5,897) (5,897) Riserva legale 225 225 Other reserves 64,331 55,936 Reserve IAS 19 344 283 Reserve Fair Value OCI (399) (331) Reserve FTA 12 12 Net result 9,927 20,002
GROUP SHAREHOLDERS EQUITY 69,666 71,353
Third parties equity (138) (112)
NON CURRENT LIABILITIES 17,465 22,959
Non current financial liabilities 13,637 317 15,450 371 Provisions for risks and non current expenses 1,798 1,841 Provision for employee and directors benefit 2,030 871 5,668 4,521
CURRENT LIABILITIES 33,909 31,033
Current financial liabilities 4,720 107 5,064 106 Trade payables 22,168 324 19,897 53 Other current liabilities 4,420 1,136 4,517 1,830 Tax payables 2,601 1,555
TOTAL LIABILITIES & EQUITY 120,902 125,233
77 6/30/2026 of which with related parties 6/30/2025 of which with
related parties
TOTAL REVENUES 74,281 63,096
Net Revenues 72,955 61,877 Other revenues 1,326 247 1,219
OPERATING EXPENSES 56,800 46,634
Purchases of raw, aux. materials and cons. 3,366 3,903 Change in Inventories (63) (2,758) Services expenses 47,500 7,172 40,079 6,245 Employee expenses 5,203 424 4,447 257 Other operating expenses 794 963
EBITDA 17,481 16,462
Amortization, Depreciation and Write off 2,197 55 2,034 55
EBIT 15,284 14,428
NET FINANCIAL INCOME/(EXPENSES) (81) (7)
Financial income 475 608 Financial expenses (556) (615)
PRE TAX RESULT 15,203 14,421
Income Taxes (5,303) (5,269) Net result of third parties 27 33 Group's result 9,927 9,185
Net earnings per share 1.04 0.96
Pisa, 11 September 2026 For the Board of Directors
The Chairman
(Andrea Lacorte)
78 CERTIFICATION OF THE CONDENSED HALF -YEAR FINANCIAL STATEMENTS
PURSUANT TO ARTICLE 154 -BIS, PARAGRAPH 5, OF LEGISLATIVE DECREE
NO. 58 OF 24 FEBRUARY 1998
1. The undersigned, Roberto Lacorte, Chief Executive Officer, and Francesco Sarti, Manager responsible for preparing the corporate accounting documents of Pharmanutra S.p.A., taking into account the provisions of Article 154 -bis, paragraphs 3 and 4, of Leg islative Decree No. 58 of 24 February 1998, hereby certify:
a) the adequacy, in light of the characteristics of the company, and b) the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements during the January –June 2026 period.
2. It is further certified that:
the condensed half -year financial statements as at 30 June 2026:
- have been prepared in accordance with the applicable international accounting standards endorsed by the European Community pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002, and in particul ar IAS 34 – Interim Financial Reporting, as well as the measures issued in implementation of Article 9 of Legislative Decree No. 38/2005;
- correspond to the entries in the accounting books and records;
- are suitable for providing a true and fair view of the financial position, financial performance and cash flows of the issuer and of the group of companies included in the consolidation;
- the interim management report includes references to the significant events that occurred during the first six months of the financial year and their impact on the condensed half -year financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the financial year, as well as information on significant rel ated -
party transactions.
Pisa, 11 September 2026 Pharmanutra S.p.A. Pharmanutra S.p.A.
Chief Executive Officer Manager responsible for preparing the corporate accounting
documents
GRV/SVL/lgs - RC062822026AS0597
Pharmanutra S.p.A.
Report on review of the half-yearly abbreviated consolidated financial statements as of June 30, 202 6
This report has been translated into English from the original, which was prepared in Italian and represents the only authentic copy, solely for the convenience of international readers.
Pag. 1 di 1 Tel: + 39 02 58.20.10 www.bdo.it Viale Abruzzi, 94
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BDO Audit Services S.r.l.
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Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 03060640160 – R.E.A. Milano 1807540 BDO Audit Services S.r.l., società a responsabilità limitata, è membro di BDO International Limited, società di diritto ingle se (company limited by guarantee), e fa parte della rete internazionale BDO, network di società indipendenti.
Report on review of the half-yearly abbreviated consolidated financial statements
To the Shareholders of Pharmanutra S.p.A.
Introdu ction
We have reviewed the half-yearly abbreviated consolidated financial statements of Pharmanutra S.p.A.
S.p.A. and subsidiaries (the “ Pharmanutra ”), which comprise the statement of financial position as of June 30, 20 26, and the income statement, statement of comprehensive income, statement of changes in shareholders’ equity and cash flow statement for the six-month period then ended, and the related explanatory notes. The Directors are responsible for the preparation of the half-yearly abbreviated consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and adopted by the European Union. Our responsibilit y is to express a conclusion on the half -yearly abbreviated consolidated financial statements based on our review.
Scope of Review We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange (“Consob”) for the review of the half -yearly financial statements under Resolution n° 10867 of July 31, 1997. A rev iew of half-yearly abbreviated consolidated financial statements consists of making inquiries, primarily of persons responsible for fi nancial and accounting matters, and applying analytical and other review procedures. A review is substantially less in sco pe than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the half -yearly abbreviated consolidated financial statements of the Pharmanutra as at June 30, 2026 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and adopted by the European Union.
Milan , September 11, 2026
BDO Audit Services S. r.l.
Signed in the original by
Giovanni Rovelli
Partner
This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.
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Pharmanutra S .p.A.
+39 050 7846500
info@pharmanutra.it
pharmanutragroup.com
pharmanutra.it
Via Campodavela, 1 | 56122 Pisa - Italia