AFS
Consolidated Statement of Financial Position
| Year | |||
| (Thousands of euros) | Notes | 2025 | 2024 |
| Intangible assets other than goodwill | 5,1 | 25,978 | 21,594 |
| Goodwill | 5,2 | 13,612 | 10,785 |
| Property, plant and equipment | 6 | 541,776 | 553,876 |
| Right-of-use assets | 7,1 | 12,341 | 11,906 |
| Other non-current financial assets | 10 | 7,509 | 8,097 |
| Deferred tax assets | 9 | 834 | — |
| Other non-current assets | 17 | 58,024 | 39,190 |
| Non-current assets | 660,074 | 645,448 | |
| Inventories | 8 | 386,859 | 398,954 |
| Trade and other receivables | 9 | 321,044 | 305,643 |
| Current tax assets | 17 | 8,557 | 869 |
| Other current financial assets | 10 | 974 | 945 |
| Current derivatives | 16 | 1,278 | 111 |
| Cash and cash equivalents | 11 | 62,790 | 55,143 |
| Current Assets | 781,502 | 761,665 | |
| Total Assets | 1,441,576 | 1,407,113 | |
Consolidated Statement of Financial Position
| Year | |||
| (Thousands of euros) | Notes | 2025 | 2024 |
| Issued capital | 12.1 | 32,550 | 32,550 |
| Share premium | 12.2 | 12 | 12 |
| Other reserves | 12.3 | 781,218 | 810,234 |
| Own shares | 12.4 | -23,641 | -35,045 |
| Result of the year | 159,917 | 157,019 | |
| Interim dividend | 12.6 | -22,344 | -26,844 |
| Valuation adjustments | 12.5 | -82 | -706 |
| Minority interests | 5,422 | 4,551 | |
| Equity | 933,052 | 941,771 | |
| Deferred income | 4,425 | 3,381 | |
| Non-current provisions for employee benefits | 13.1 | 20,989 | 19,145 |
| Other non-current provisions | 13 | 48 | 48 |
| Non-current financial liabilities | 15 | 53,067 | 63,776 |
| Long-term debts for right-of-use assets | 7.2 | 7,512 | 7,535 |
| Deferred tax liabilities | 17 | 28,634 | 24,796 |
| Non-current liabilities | 114,675 | 118,681 | |
| Current financial liabilities | 15 | 251,008 | 174,229 |
| Short-term debts for right-of-use assets | 7.2 | 4,731 | 4,314 |
| Current derivatives | 16 | — | 3,199 |
| Trade creditors and other accounts payable | 14 | 103,388 | 126,164 |
| Current tax liabilities | 17 | 14,013 | 17,731 |
| Other current provisions | 13.2 | 20,709 | 21,024 |
| Current liabilities | 393,849 | 346,661 | |
| Total liabilities | 508,524 | 465,342 | |
| Total Equity & Liabilities | 1,441,576 | 1,407,113 | |
Consolidated Income Statement
| Year | |||
| (Thousands of euros) | Notes | 2025 | 2024 |
| Sales and provision of services | 19.1 | 1,251,983 | 1,203,994 |
| Changes in inventories of finished goods and work in progress | 2,421 | -19,939 | |
| Consumption of raw materials and consumables | -411,636 | -370,472 | |
| Other operating income | 19.2 | 21,740 | 13,850 |
| Personnel expenses | 19.3 | -292,369 | -274,278 |
| Other operating expenses | 19.4 | -282,797 | -267,402 |
| Amortization expense of intangible assets | 5.1 | -5,737 | -4,587 |
| GDepreciation of property, plant and equipment | 6 | -73,956 | -73,364 |
| Depreciation of right-of-use assets | 7.1 | -5,503 | -5,843 |
| Impairment and gain/loss on disposal of fixed assets | 648 | -419 | |
| Operating profit | 204,794 | 201,540 | |
| Financial income | 19.5 | 1,945 | 2,535 |
| Financial expenses | 19.5 | -9,868 | -10,370 |
| Impairment losses on non-trade receivables | 19.5 | -480 | -248 |
| Exchange rate differences | 19.5 | -20,137 | 12,981 |
| Profit before tax | 176,254 | 206,438 | |
| Income tax expense | 17 | -17,784 | -49,105 |
| Profit for the year from continuing operations | 158,470 | 157,333 | |
| Profit for the year | 158,470 | 157,333 | |
| Profit attributable to the parent company | 159,917 | 157,019 | |
| Profit attributable to minority interests | -1,447 | 314 | |
Earnings per Share
Consolidated Statement of Comprehensive Income
| Year | |||
| (Thousands of euros) | Notes | 2025 | 2024 |
| Result of the year | 158,470 | 157,333 | |
| Other comprehensive income | |||
| Other comprehensive income that will not be reclassified to profit or loss in subsequent periods, before tax | |||
| Other comprehensive income, before tax, actuarial pension gains and losses | 13.1 | 1,745 | 819 |
| Total other comprehensive income that will not be reclassified in the result, before tax | 1,745 | 819 | |
| Other comprehensive income that will be reclassified to profit or loss in subsequent periods, before tax | |||
| Exchange rate differences in conversion | |||
| Losses or gains on currency exchange differences from foreign transactions, before taxes | 12.3 | -25,970 | -27,520 |
| Other comprehensive income, before taxes, is exchange rate differences due to conversion | -25,970 | -27,520 | |
| Cash flow hedges | |||
| Gains (losses) from cash flow hedges, before taxes | 12.5 | 890 | -3,820 |
| Other comprehensive income, before tax, cash flow differences | 890 | -3,820 | |
| Total other comprehensive income that will be reclassified in the result, before tax | -25,080 | -31,340 | |
| Total other comprehensive income before taxes | -23,335 | -30,521 | |
| Income tax relating to components of other comprehensive income that will not be reclassified into profit or loss | |||
| Income tax related to new measurements of defined benefit plans included in other comprehensive income | 13.1 | -433 | -362 |
| Aggregate income tax relating to the components of other comprehensive income that will not be reclassified in the result | -433 | -362 | |
| Income tax related to cash flow hedges included in other comprehensive income | 12.5 | -266 | 1,088 |
| Aggregate income tax relating to the components of other comprehensive income that will be reclassified in the result | -266 | 1,088 | |
| Other comprehensive income | -24,034 | -29,795 | |
| Comprehensive income | 134,436 | 127,538 | |
| Comprehensive income attributed to the parent company | 136,013 | 127,224 | |
| Comprehensive income attributed to minority interests | -1,577 | 314 | |
2025 - Consolidated Statement of Changes in Equity
| (Thousands of euros) | Equity | |||||||||
| Capital (Note 12.1) |
Share premium (Note 12.2) |
Reserves (Note 12.3) |
Own shares (Note 12.4) |
Profit for the year attributed to the parent company | Interim dividend (Note 12.6) |
Valuation adjustments (Note 12.5) |
Total parent company | Minority interests | Total | |
| Opening balance as at January 1, 2025 | 32,550 | 12 | 810,234 | -35,045 | 157,019 | -26,844 | -706 | 937,220 | 4,551 | 941,771 |
| Changes in assets | ||||||||||
| Total recognized income (expenses) | — | — | -24,528 | — | 159,917 | — | 624 | 136,013 | -1,577 | 134,436 |
| Distribution of dividends | — | — | — | — | — | -22,344 | — | -22,344 | — | -22,344 |
| Distribution of the previous year's profit | — | — | 52,262 | 49,113 | -157,019 | 26,844 | — | -28,800 | — | -28,800 |
| Purchase of own shares | — | — | -232 | -93,752 | — | — | — | -93,984 | — | -93,984 |
| Delivery of treasury shares (Flexible dividend) | — | — | -48,394 | 48,394 | — | — | — | — | — | — |
| Other distributions of treasury shares (Employee remuneration) | — | — | -9,449 | 7,649 | — | — | — | -1,800 | — | -1,800 |
| Transactions with non-controlling stakes | — | — | — | — | — | — | — | — | 2,448 | 2,448 |
| Expenses related to share‑based payments | — | — | 1,247 | — | — | — | — | 1,247 | — | 1,247 |
| Other changes | — | — | 78 | — | — | — | — | 78 | — | 78 |
| Total increase (decrease) in equity | — | — | -29,016 | 11,404 | 2,898 | 4,500 | 624 | -9,590 | 871 | -8,719 |
| Final balance as at December 31, 2025 | 32,550 | 12 | 781,218 | -23,641 | 159,917 | -22,344 | -82 | 927,630 | 5,422 | 933,052 |
2024 - Consolidated Statement of Changes in Equity
| (Thousands of euros) | Equity | |||||||||
| Capital (Note 12.1) |
Share premium (Note 12.2) |
Reserves (Note 12.3) |
Own shares (Note 12.4) |
Profit for the year attributed to the parent company | Interim dividend (Note 12.6) |
Valuation adjustments (Note 12.5) |
Total parent company | Minority interests | Total | |
| Opening balance as at January 1, 2024 | 32,550 | 12 | 868,456 | -21,671 | 140,962 | -64,563 | 2,026 | 957,772 | — | 957,772 |
| Changes in assets | ||||||||||
| Capital subscriptions (Additions/Deletions) | — | — | — | — | — | — | — | — | — | — |
| Total recognized income (expenses) | — | — | -27,063 | — | 157,019 | — | -2,732 | 127,224 | 314 | 127,538 |
| Distribution of dividends | — | — | — | — | — | -26,844 | — | -26,844 | — | -26,844 |
| Distribution of the previous year's profit | — | — | 4,692 | 38,488 | -140,962 | 64,563 | — | -33,219 | — | -33,219 |
| Purchase of own shares | — | — | — | -90,716 | — | — | — | -90,716 | — | -90,716 |
| Delivery of own shares | — | — | -38,192 | 38,192 | — | — | — | — | — | — |
| Other deliveries of own shares | — | — | — | 662 | — | — | — | 662 | — | 662 |
| Transactions with non-controlling stakes | — | — | — | — | — | — | — | — | 4,237 | 4,237 |
| Expenses related to share‑based payments | — | — | 2,603 | — | — | — | — | 2,603 | — | 2,603 |
| Other changes | — | — | -262 | — | — | — | — | -262 | — | -262 |
| Total increase (decrease) in equity | — | — | -58,222 | -13,374 | 16,057 | 37,719 | -2,732 | -20,552 | 4,551 | -16,001 |
| Final balance as at December 31, 2024 | 32,550 | 12 | 810,234 | -35,045 | 157,019 | -26,844 | -706 | 937,220 | 4,551 | 941,771 |
Consolidated Statement of Cash Flows
| Year | |||
| (Thousands of euros) | Notes | 2025 | 2024 |
| Profit from the year after taxes | 158,470 | 157,333 | |
| Adjustments for income tax expense | 17 | 17,784 | 49,105 |
| Adjustment for reduction (increase) in inventories | -709 | 35,919 | |
| Adjustment for reduction (increase) in accounts receivable | -24,319 | -41,828 | |
| Adjustment for (reduction) increases in accounts payable | -24,905 | -2,953 | |
| Adjustment for amortization expenses | 85,196 | 83,794 | |
| Variation in provisions | -3,289 | -6,590 | |
| Adjustment for impairment of fixed assets | 6 | -708 | — |
| Adjustment for impairment of financial instruments | 19.5 | 480 | — |
| Interest income adjustment | 19.5 | -1,945 | -2,535 |
| Adjustment for interest expense | 19.5 | 9,868 | 10,370 |
| Net exchange differences | 19.5 | 20,137 | -12,981 |
| Share-based payments | 6,775 | 2,001 | |
| Other adjustments | 46 | -41 | |
| Adjustments to reconcile the result before tax with net cash flows | 84,411 | 114,261 | |
| Net cash flows from (used in) operations | 242,881 | 271,594 | |
| Income tax payments | 17 | -46,366 | -34,821 |
| Contributions and other payments, corresponding to pension plans | -1,146 | -951 | |
| Net cash generated from operating activities | 195,369 | 235,822 | |
| Acquisition of subsidiaries, net of cash acquired | 2.1 | -8,948 | -7,213 |
| Payments for the acquisition of PP&E and intangible fixed assets | -80,447 | -75,027 | |
| Collections from sales of fixed assets | 81 | 625 | |
| Interest charged | 1,944 | 2,535 | |
| Net cash from investing activities | -87,370 | -79,080 | |
| Proceeds from borrowings | 12.1 | 218,477 | 170,879 |
| Repayment of borrowings | 12.1 | -153,962 | -158,841 |
| Acquisition of own shares | -93,984 | -90,716 | |
| Dividends paid to shareholders of the parent company | -51,144 | -60,063 | |
| Interest paid | 12.1 | -8,881 | -9,726 |
| Lease payments for right-of-use assets | 12.1 | -5,503 | -5,843 |
| Other financial liabilities (net) | -1,163 | 1,597 | |
| Net cash from financing activities | -96,160 | -152,713 | |
| Net increase (decrease) in cash and cash equivalents before the effect of exchange rate changes | 11,839 | 4,029 | |
| Effect of exchange rate variations on cash or cash equivalents | -4,192 | -882 | |
| Net increase (decrease) in cash and other equivalent liquid assets | 7,647 | 3,147 | |
| Cash and other liquid assets equivalent to January 1 | 11 | 55,143 | 51,996 |
| Cash and cash equivalents as at December 31 | 11 | 62,790 | 55,143 |
NOTES
Viscofan, S.A. (hereinafter the Company or the Parent Company), was incorporated in Spain as a Public Limited Company, for an indefinite period, on October 17, 1975 with the name of Viscofan, Industria Navarra de Envolturas Celulósicas, S.A. The General Shareholders' Meeting dated June 17, 2002 changed its name to the current one.
For the purposes of the provisions of Articles 73 et seq., in relation to Article 71, of Law 3/2009, of April 3, on structural modifications of corporate enterprises, the Board of Directors of Viscofan, S.A. and the Board of Directors of Viscofan España, S.L.U., on February 25, 2021, proceeded to draft and sign a joint segregation project by virtue of which the Company segregated a part of its assets that constitutes an autonomous economic unit and transferred it en bloc to Viscofan España S.L.U., which became the universal successor to those assets and liabilities.
Prior to the spin-off and contribution of the business line described above, the company's main activity consisted of the manufacture, distribution, and sale of all types of food-grade packaging and films; collagen-based products for food and bioengineering applications; and the production of electricity for sale to third parties through cogeneration systems. Following the spin-off, the company's main activity is the acquisition, holding, enjoyment, general management, and sale of all types of securities and other marketable instruments.
The head office and registered office are located at Polígono Industrial Berroa, Calle Berroa, 15 - 4ª Planta, 31192 Tajonar - Navarre (Spain) and its main activity is carried out at the plants in Cáseda and Urdiain (Navarra).
The Company is also the head of a group of companies (the Viscofan Group or the Group) that carry out their activity mainly in the manufacture, distribution and marketing of all types of casings and films for food use; collagen-based products for food use and bioengineering; and the production of electricity for sale to third parties through cogeneration systems.
All of Viscofan, S.A.'s shares have been admitted to trading since 1986 and are traded on the continuous market.
The Consolidated Financial Statements of the Group for 2024 were approved by the General Shareholders' Meeting held on April 29, 2025.
The Directors of the Parent Company estimate that these consolidated financial statements for 2025, which were prepared on February 26, 2026, will be approved by the General Shareholders' Meeting without any modification.
2.1. Business Combinations
• In 2025
In February 2025, Viscofan do Brasil, soc. com. e ind. Ltda. acquired 51% of Pet Mania Comércio Internacional Ltda, a Brazilian company dedicated to the production and marketing of “pet treats” (animal-based treats for pets), for a cash amount of 34 million Brazilian reais (5,575 thousand euros), of which 28 million Brazilian reais were contributed to the Brazilian company.
The amounts recognized following the valuation process carried out by an independent expert at the acquisition date of the assets, liabilities and contingent liabilities at their fair value have been the following:
Thousands of euros Pet Mania Comercio Internacional Ltda
| Thousands of euros | Pet Mania Comercio Internacional Ltda |
| Intangible fixed assets (Note 5.1) | 2,299 |
| Property, plant and equipment (Note 6) | 3,152 |
| Inventories | 2,128 |
| Other financial assets | 7 |
| Debtors | 6,311 |
| Cash and cash equivalents | 1,858 |
| Total assets | 15,755 |
| Provisions | — |
| Non-current financial liabilities | 1,448 |
| Current financial liabilities | 2,775 |
| Accounts payable | 5,263 |
| Deferred tax liabilities | 1,288 |
| Total liabilities | 10,774 |
| Total identifiable net assets (51%) | 2,540 |
| Purchase price | 5,575 |
| Goodwill (Note 5.2) | 3,035 |
The main addition of intangible fixed assets relates to the brand (2,209 thousand euros, Note 5.1) with an estimated useful life of 8 years.
The amount of the minority interest in Pet Mania Comércio Internacional Ltda recognized on the acquisition date is 2,448 thousand euros based on the proportional valuation criterion.
The net assets identified after the valuation process are presented after the contribution of 28 million Brazilian reais to the company and their partial use. The cash acquired in the transaction is 235,000 euros.
For the period between 1 March 2025 and 31 December 2025, the acquired business contributed revenue of €7,697 thousand and a net loss of €1,334 thousand to the Group, of which €654 thousand corresponds to minority shareholders. Had the acquisition taken place on 1 January 2025, revenue would have been €10,306 thousand and the net loss contributed €2,783 thousand, of which €1,364 thousand would have corresponded to minority shareholders, for the year ending 31 December 2025.
In October 2025, Pet Mania Comércio Internacional Ltda constituted Petcofan USA, Inc., registered in the state of Delaware, USA, whose corporate purpose is the import, distribution, and sale of pet treats. The contributed capital is 1,991 US dollars.
In November 2025, Viscofan CZ, s.r.o. acquired Průmyslová s.r.o., a company specializing in the rental of real estate, including apartments and non-residential premises. The purchase price was 10,000 Czech koruna.
• In 2024
On June 5, 2024, the legal liquidation of Jupiter PTY LTD was registered with the Australian Securities & Investments Commission.
On September 19, 2024, through its subsidiary Viscofan do Brasil, soc. com. e ind. Ltda., the purchase of 60% of Brasfibra Industria e Comercio de Derivados do Couro Ltda. and Master Couros Industria e Comercio de Derivados do Couro Ltda. was finalized for 88 million Brazilian Reais (14.4 million euros), with 25% due at the end of 2025 and 50% due at the end of 2024. Both companies are located in São Sebastião do Paraíso, Brazil. Brasfibra is dedicated to the production of high-quality bovine collagen products (collagen hydrolysates, collagen fiber, and products for the animal feed sector). Master Couros specializes in the processing of bovine hides, which it supplies to Brasfibra.
The amounts recognized after the valuation process carried out by an independent expert of the assets, liabilities and contingent liabilities, as well as the provisional amounts recognized in the financial statements for 2024 and the difference due to the restatement of the balances as at December 31, 2024 in accordance with accounting standards, have been the following:
| Master Couros Industria e Comercio de Derivados do Couro Ltda. | Brasfibra Industria e Comercio de Derivados do Couro Ltda | ||||
| Thousands of euros | 31.12.24 restated | 31.12.24 (*) | 31.12.24 restated | 31.12.24 (*) | Difference |
| Intangible fixed assets (Note 5.1) | 592 | — | 2,880 | — | 3,472 |
| Property, plant and equipment (Note 6) | 412 | 54 | 6,281 | 1,614 | 5,025 |
| Inventories | 78 | 78 | 136 | 136 | — |
| Other financial assets | — | — | — | — | — |
| Accounts receivable | 1,246 | 1,246 | 2,711 | 2,204 | 507 |
| Cash and cash equivalents | 38 | 38 | 383 | 383 | — |
| Total assets | 2,366 | 1,416 | 12,391 | 4,337 | 9,004 |
| Provisions | — | — | — | — | — |
| Non-current financial liabilities | — | — | — | — | — |
| Current financial liabilities | — | — | — | — | — |
| Accounts payable | 1,206 | 1,047 | 934 | 934 | 159 |
| Deferred tax liabilities | 201 | — | 1,204 | — | 1,405 |
| Total liabilities | 1,407 | 1,047 | 2,138 | 934 | 1,564 |
| Total identifiable net assets (60%) | 575 | 221 | 6,152 | 2,042 | 7,440 |
| Purchase price | 1,639 | 1,639 | 12,788 | 12,788 | — |
| Goodwill (Note 5.2) | 1,064 | 1,418 | 6,636 | 10,746 | -4,464 |
(*) Amounts provisionally included in the Consolidated Financial Statements for 2024.
The main additions of intangible fixed assets are those relating to customer portfolio (1,294 thousand euros), brand (910 thousand euros) and know-how (1,268 thousand euros), with useful lives of 12, 8 and 10 years, respectively (Note 5.1).
The amount of the minority interest in Brasfibra Industria e Comercio de Derivados do Couro Ltda. and Master Couros Industria e Comercio de Derivados do Couro Ltda. recognized on the acquisition date is 3,875 and 362 thousand euros, respectively, based on the proportional valuation criterion.
For the period between 1 October 2024 and 31 December 2024, the acquired business contributed ordinary income of €2,437 thousand and net profit of €785 thousand to the Group, of which €314 thousand was attributable to minority shareholders. Had the acquisition taken place on 1 January 2024, ordinary income would have been €9,158 thousand and net profit €3,120 thousand, of which €1,248 thousand would have been attributable to minority shareholders, for the year ending 31 December 2024.
2.2. Viscofan Group Details as at December 31, 2025
| Percentage of ownership | ||||
| Group companies | Direct | Indirect | Activity | Registered Office |
| Koteks Viscofan, d.o.o. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Novi Sad (Serbia) |
| Viscofan DE GmbH | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Weinheim (Germany) |
| Supralon Verpackungs AG | — | 100.00 | Industrial machinery rental (to the Group)/Other services | Chur (Switzerland) |
| Supralon Produktions und Vertriebs GmbH | — | 100.00 | Manufacturing, marketing and distribution of casings and films | Alfhausen (Germany) |
| Viscofan France SARL | — | 100.00 | Marketing and distribution of casings and films | Courcouronnes (France) |
| Vector Europe NV. | 100.00 | — | Marketing and distribution of casings and films | Hasselt (Belgium) |
| Vector Packaging Europe NV. | — | 100.00 | Manufacturing, marketing and distribution of casings and films | Hasselt (Belgium) |
| Viscofan Canada Inc. | — | 100.00 | Marketing and distribution of casings and films | Quebec (Canada) |
| Viscofan Centroamérica Comercial, S.A. | 99.50 | 0.50 | Marketing and distribution of casings and films | San José (Costa Rica) |
| Viscofan CZ, s.r.o. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | České Budějovice (Czech Republic) |
| Průmyslová s.r.o | — | 100.00 | Rental of real estate, apartments and non-residential premises | České Budějovice (Czech Republic) |
| Viscofan España SLU | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Tajonar, Navarre (Spain) |
| Viscofan Globus Australia PTY Ltd | 100.00 | — | Marketing and distribution of casings and films | Bankstown (Australia) |
| Viscofan Globus New Zealand Ltd | 100.00 | — | Marketing and distribution of casings and films | Lower Hutt (New Zealand) |
| Viscofan Japan GK | 100.00 | — | Marketing and distribution of casings and films | Tokyo (Japan) |
| Viscofan de México S.R.L. of C.V. | 99.99 | 0.01 | Manufacturing, marketing and distribution of casings and films | San Luis Potosí (Mexico) |
| Viscofan do Brasil, soc. com. e ind. Ltd. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Sao Paulo (Brazil) |
| Brasfibra Industria e Comercio de Derivados do Couro Ltda. | — | 60.00 | Manufacturing and marketing of bovine collagen products | Sao Sebastiao do Paraiso (Brazil) |
| Master Couros Industria e Comercio de Derivados do Couro Ltda. | — | 60.00 | Treatment of bovine hides | Sao Sebastiao do Paraiso (Brazil) |
| Pet Mania Comércio Internacional Ltda | — | 51.00 | Production and marketing of “pet treats” (animal-based treats for pets), | Jundiaí, São Paulo (Brazil) |
| Petcofan USA, Inc. | — | 51.00 | Import, distribution and sale of pet treats | Delaware (USA) |
| Viscofan (Thailand) Co. Ltd. | 100.00 | — | Marketing and distribution of casings and films | Bangkok (Thailand) |
| Viscofan Technology (Suzhou) Co. Ltd. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Suzhou (China) |
| Viscofan UK Ltd. | 100.00 | — | Marketing and distribution of casings and films | Seven Oaks (United Kingdom) |
| Viscofan Uruguay, S.A. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Montevideo (Uruguay) |
| Viscofan USA Inc. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Montgomery, Alabama (USA) |
| Zacapu Power S.R.L. de C.V. | — | 100.00 | Electricity distribution | Zacapu, Michoacán (Mexico) |
2.3. Viscofan Group Details as at December 31, 2024
| Percentage of ownership | ||||
| Group companies | Direct | Indirect | Activity | Registered Office |
| Koteks Viscofan, d.o.o. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Novi Sad (Serbia) |
| Viscofan DE GmbH | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Weinheim (Germany) |
| Supralon Verpackungs AG | — | 100.00 | Industrial machinery rental (to the Group)/Other services | Chur (Switzerland) |
| Supralon Produktions und Vertriebs GmbH | — | 100.00 | Manufacturing, marketing and distribution of casings and films | Alfhausen (Germany) |
| Viscofan France SARL | — | 100.00 | Marketing and distribution of casings and films | Courcouronnes (France) |
| Vector Europe NV. | 100.00 | — | Marketing and distribution of casings and films | Hasselt (Belgium) |
| Vector Packaging Europe NV. | — | 100.00 | Manufacturing, marketing and distribution of casings and films | Hasselt (Belgium) |
| Viscofan Canada Inc. | — | 100.00 | Marketing and distribution of casings and films | Quebec (Canada) |
| Viscofan Centroamérica Comercial, S.A. | 99.50 | 0.50 | Marketing and distribution of casings and films | San José (Costa Rica) |
| Viscofan CZ, s.r.o. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | České Budějovice (Czech Republic) |
| Viscofan España SLU | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Tajonar, Navarre (Spain) |
| Viscofan Globus Australia PTY Ltd | 100.00 | — | Marketing and distribution of casings and films | Bankstown (Australia) |
| Viscofan Globus New Zealand Ltd | 100.00 | — | Marketing and distribution of casings and films | Lower Hutt (New Zealand) |
| Viscofan Japan GK | 100.00 | — | Marketing and distribution of casings and films | Tokyo (Japan) |
| Viscofan de México S.R.L. of C.V. | 99.99 | 0.01 | Manufacturing, marketing and distribution of casings and films | San Luis Potosí (Mexico) |
| Viscofan do Brasil, soc. com. e ind. Ltd. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Sao Paulo (Brazil) |
| Brasfibra Industria e Comercio de Derivados do Couro Ltda. | — | 60.00 | Manufacturing and marketing of bovine collagen products | Sao Sebastiao do Paraiso (Brazil) |
| Master Couros Industria e Comercio de Derivados do Couro Ltda. | — | 60.00 | Treatment of bovine hides | Sao Sebastiao do Paraiso (Brazil) |
| Viscofan (Thailand) Co. Ltd. | 100.00 | — | Marketing and distribution of casings and films | Bangkok (Thailand) |
| Viscofan Technology (Suzhou) Co. Ltd. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Suzhou (China) |
| Viscofan UK Ltd. | 100.00 | — | Marketing and distribution of casings and films | Seven Oaks (United Kingdom) |
| Viscofan Uruguay, S.A. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Montevideo (Uruguay) |
| Viscofan USA Inc. | 100.00 | — | Manufacturing, marketing and distribution of casings and films | Montgomery, Alabama (USA) |
| Zacapu Power S.R.L. de C.V. | — | 100.00 | Electricity distribution | Zacapu, Michoacán (Mexico) |
The consolidated financial statements for 2025 have been prepared in accordance with the International Financial Reporting Standards adopted by the European Union (IFRS-EU), in order to present a true and fair view of the consolidated equity and consolidated financial position of Viscofan, S.A. and subsidiaries as at December 31, 2025 and 2024 and of the consolidated results of its operations, its consolidated cash flows and the consolidated recognized income and expenses for the year then ended.
The consolidated financial statements have been prepared based on the accounting records of Viscofan, S.A. and the companies included in the Group. However, given that the accounting principles and valuation criteria applied in these consolidated financial statements differ from those used by the Group companies (where the regulations in force in each country apply), the consolidation process has included the necessary adjustments and reclassifications to adapt these principles and criteria to the International Financial Reporting Standards adopted by the European Union (IFRS-EU).
The Group adopted the IFRS-EU on 1 January 2004 and applied IFRS 1 "First-time Adoption of International Financial Reporting Standards" on that date.
3.1. New and amended rules and interpretations
The accounting policies used in the preparation of these consolidated financial statements are the same as those applied in the consolidated financial statements for the year ended December 31, 2024.
The following amendment came into effect in 2025:
- IAS 21 (Amendment) “Lack of convertibility”
This modification has not had significant impacts on the Group's Consolidated Financial Statements.
The following modifications came into effect in 2024:
- IAS 1 (Amendment) “Classification of liabilities as current or non-current”
- IAS 1 (Amendment) “Non-current liabilities with conditions (“covenants”)”
- IAS 7 and I 7 (Amendment) “Supplier Financing Arrangements”
- IAS 16 (Amendment) “Lease liability in a sale and leaseback”
These amendments did not have significant impacts on the Group's Consolidated Financial Statements.
3.2. Published standards not applicable
The Group intends to adopt the standards, interpretations and amendments issued by the IASB that are mandatory in the European Union at the date of preparation of these consolidated financial statements, when they come into force, if applicable.
3.3. Criteria used by the Group in those cases where the rule allows several options
International Financial Reporting Standards sometimes allow for more than one accounting treatment of a transaction. The criteria adopted by the Group for the most relevant transactions in this situation are as follows:
Capital grants can be recorded by reducing the cost of the assets for which they were granted or as deferred income, an alternative applied by the Group. They are recognized in profit or loss under "Other income".
Certain fixed assets may be valued at their market value or at their historical cost less, where applicable, depreciation and impairment losses. The latter is the criterion applied by the Viscofan Group.
3.4. Comparison of information
The consolidated financial statements present, for comparative purposes, with each of the items of the Consolidated Statement of Financial Position, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements, in addition to the consolidated figures for 2025, those corresponding to the previous year, except where an accounting standard specifically establishes that it is not necessary.
The Consolidated Statement of Financial Position, Consolidated Statement of Profit and Loss, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, and Consolidated Statement of Cash Flows for 2024 have been restated to reflect the final accounting treatment of the valuation process of assets, liabilities, and contingent liabilities carried out on the acquisition of Brasfibra Industria e Comercio de Derivados do Couro Ltda. and Master Couros Industria e Comercio de Derivados do Couro Ltda., see Note 2.1.
3.5. Accounting estimates and relevant assumptions and judgments in the application of accounting policies
The preparation of consolidated financial statements in accordance with IFRS-EU requires the application of relevant accounting estimates and the making of judgments, estimates and assumptions in the process of applying the Group's accounting policies.
The following describes the key assumptions regarding the future, as well as other key sources of uncertainty in the estimates as at the closing date, which carry a significant risk of requiring adjustments to the carrying amounts of assets and liabilities during the next reporting period. The Group based its assumptions and estimates on the parameters available when the consolidated financial statements were prepared. However, existing circumstances and assumptions about future events may change due to market changes or circumstances beyond the Group's control. Such changes are reflected in the assumptions when they occur.
(a) Taxes
The subsidiary companies that make up the Group are individually responsible for their tax obligations in their respective countries.
The two companies in Navarre have been taxed under a consolidated tax regime since January 1, 2021.
The Group analyzes potential audits by the tax authorities of the respective countries and establishes provisions based on its best estimate. The amount of these provisions is based on various factors, such as experience from previous tax audits and differing interpretations of tax regulations by the Group and the relevant tax authority. These differences in interpretation can arise on a variety of issues depending on the conditions in the country where the affected Group company has its registered address. The Group's policy and guiding principle, which applies to all subsidiaries, is to apply conservative criteria in interpreting the different regulations in each country.
Deferred tax assets are recognized for all tax losses carried forward and other taxable temporary differences where a taxable benefit is probable. Determining the amount of deferred tax assets that can be recognized requires judgment by management, based on the probable timing and level of future taxable benefits, along with future tax planning strategies.
The limitation period for tax audits varies according to the tax legislation of each country, and the declarations cannot be considered final until their limitation period expires or their acceptance by the tax authorities.
The Directors of the parent company consider that the settlements of the aforementioned taxes have been properly carried out, so that, even if discrepancies arise in the interpretation of the current regulations regarding the tax treatment given to the operations, any resulting liabilities, if they materialize, would not significantly affect the consolidated financial statements as a whole.
Note 17 includes more detailed information about taxes.
(b) Pension benefits
The cost of defined benefit pension plans and other obligations, and the present value of pension obligations, are determined through actuarial valuations. Actuarial valuations involve making assumptions that may differ from actual future events. These include determining the discount rate, future wage increases, mortality rates, and future pension increases. Due to the complexity of the valuation and its long-term nature, the calculation of the obligation is sensitive to changes in the assumptions.
Mortality rates are based on publicly available mortality tables for the specific country. Future wage increases and pension increases are based on expected future inflation rates for each country.
Details about the assumptions used and a sensitivity analysis are given in Note 13.1.
(c) Provisions for litigation and contingent assets and liabilities
The estimate of the amount to be provisioned for potential assets and liabilities arising from open litigation is based on the professional opinion of the contracted legal representatives handling the matters in question and the internal assessment carried out by the Group's Legal Department.
Details of the main contingent assets and liabilities that could give rise to the recognition of assets or liabilities in the future are described in Note 13.3.
(d) Fair value of share-based remuneration
Fair value is determined by a third party using an adjusted form of the Black Scholes Model which includes a Monte Carlo simulation model that takes into account the share price during the period, the option period, the effect of dilution (where material), the share price at the grant date and the expected volatility of the underlying share price, the expected dividend yield, the risk-free interest rate for the option period and the correlations and volatilities of the reference group companies.
(e) Other accounting estimates and assumptions
- Assessment of potential impairment losses of certain assets and goodwill: See Notes 4.7, 4.12, 4.13 and 4.15.
- Useful life of intangible and tangible assets: See Notes 4.12 and 4.13.
- Valuation of derivatives: See Note 4.23.
- Fair value of business combinations: The fair value of assets, liabilities and contingent liabilities acquired in business combinations is determined based on the work performed by independent third parties, considering the financial statements of the acquired businesses as well as their projections, see Notes 2.1 and 4.11.
3.6. Ukraine - Russia Conflict
The Group has no relevant exposure in relation to this conflict and continues to have no fixed assets owned in either Ukraine or Russia.
In June 2024, the Council of the EU (Regulation 2024/1745) amended Regulation (EU) No 833/2014 containing restrictive measures against Russia, allowing the competent authorities of the Member States to authorise the sale, supply, transfer or export of goods registered under CN code 3917 10 on the grounds that such goods are sold, supplied, transferred or exported for the production of food for human consumption in Russia.
Based on this, the competent authorities have authorized the sale and export of the goods included in the aforementioned code 3917 10 and throughout the year commercial transactions have been carried out with Russia through Viscofan España, S.L.U. and Viscofan CZ s.r.o.
3.7. Regulation of energy generating companies
Viscofan España, S.L.U., a company within the Viscofan Group, operates a cogeneration power plant. Therefore, the Group closely monitors regulatory developments affecting cogeneration plants and, more generally, plants operating under the RECORE regime (renewables, cogeneration, and waste).
The company complies with all applicable regulations for energy generating companies, as set out in the initial 2013-2016 framework (Royal Decree-Law 9/2013, New Law 24/2013 of the Electricity Sector, RD 413/2014 and Order IET/1345/2015) as well as in the subsequent updates of 2021 and 2022 (Order TED/260/2021 and subsequent ones relating to the update of the remuneration for operation (Ro) and, in some cases, the remuneration parameters of standard facilities), the reforms to the adjustment for pool price deviations during 2023, the new methodology of 2024 (Order TED/353/2024 and Order TED/526/2024) and Order TED/1252/2025.
The consolidated financial statements have been prepared in accordance with the accounting principles and valuation standards contained in the International Financial Reporting Standards (IFRS) and their interpretations (IFRIC) adopted by the European Union (IFRS-EU).
A summary of the most significant ones is presented below:
4.1. Changes in accounting policies
The changes in regulations that occurred in 2025 and 2024 have not affected the accounts for this year or those of the previous year.
The Group intends on adopting the applicable European Union regulations, interpretations, and amendments as they come into force, if applicable. Based on analyses performed to date, the Group estimates that there will be no significant impact on the consolidated financial statements.
4.2. Going concern principle
Having assessed the financial situation, liquidity, and obligations incurred, the directors of the parent company conclude that there are no events or conditions that cast doubt on the Group's ability to continue as a going concern, and therefore the consolidated financial statements have been prepared under this principle.
4.3. Consolidation criteria
Control is obtained when the Group is exposed to, or has rights to, variable returns arising from its involvement in a subsidiary and has the ability to influence those returns through the exercise of its power over the subsidiary. Specifically, the Group controls a subsidiary if, and only if, the Group has:
- Power over the subsidiary (existing rights that grant the power to direct the relevant activities of the subsidiary)
- Exposure, or rights, to variable returns derived from its involvement in the subsidiary
- It can influence those returns by exercising its power over the subsidiary
Generally, there is a presumption that a majority of voting rights implies control.
The Group applied the exception provided for in IFRS 1 "First-time Adoption of International Financial Reporting Standards," so only business combinations carried out on or after 1 January 2004, the date of transition to EU IFRS, have been recorded using the acquisition method. Acquisitions of entities carried out before that date were recorded in accordance with the previous GAAP, after considering the necessary corrections and adjustments at the date of transition.
The subsidiary companies have been consolidated using the full consolidation method, so all assets, liabilities, equity, income, expenses and cash flows arising from transactions between Group companies are eliminated in full during the consolidation process.
The financial statements of the subsidiaries used in the consolidation process use the same presentation date as those of the Parent Company, and are adapted to the accounting policies of the Group.
Minority interests in the results and equity of subsidiaries are shown separately in the consolidated statement of financial position, the consolidated statement of profit and loss, the consolidated statement of comprehensive income, and the consolidated statement of changes in equity.
4.4. Effects of variations in foreign currency exchange rates
(a) Transactions and balances in foreign currency
The consolidated financial statements are presented in euros (thousands of euros), which is the functional and presentation currency of the Parent Company.
Each Group company determines its own functional currency and the items included in the financial statements of each company are valued using that functional currency.
Foreign currency transactions are converted to the functional currency by applying the spot exchange rates between the functional currency and the foreign currency on the dates the transactions take place.
Monetary assets and liabilities denominated in foreign currency have been translated into the functional currency using the exchange rate at year-end, while non-monetary assets and liabilities measured at historical cost have been translated using the exchange rates in effect on the date of the transaction. Finally, non-monetary assets measured at fair value have been translated into the functional currency using the exchange rate in effect on the date the fair value was determined.
Differences arising from the settlement of foreign currency transactions and the conversion of foreign currency-denominated monetary assets and liabilities into the functional currency are recognized in profit or loss. However, exchange differences arising from monetary items that form part of the net investment in foreign operations are recorded as translation differences on the equity side of the balance sheet.
Exchange rate gains or losses related to monetary financial assets or liabilities denominated in foreign currency are also recognized in profit or loss.
(b) Conversion of businesses abroad
Translation differences are shown within the Group's equity. The conversion to euros of foreign operations whose functional currency is not that of a hyperinflationary country is carried out by applying the following criterion:
- Assets and liabilities, including goodwill and adjustments to net assets resulting from the acquisition of businesses, including comparative balances, are translated at the closing exchange rate on the date of each Statement of Financial Position;
- Income and expenses, including comparative balances, are converted at the exchange rates in effect on the date of each transaction; and
- Exchange differences resulting from the application of the above criteria are recognized as translation differences in equity.
The Group has no business in countries considered hyperinflationary.
Translation differences related to foreign operations recorded in equity are recognized in the Consolidated Statement of Profit and Loss when the loss of control of those operations is recognized in profit or loss. If circumstances remain unchanged and the same shareholding is maintained, the accumulated translation differences are not recognized in the Consolidated Statement of Profit and Loss when a dividend is recognized.
4.5. Classification of assets and liabilities as current and non-current
The Group presents the Consolidated Statement of Financial Position, classifying assets and liabilities as current and non-current. To this end, current assets or liabilities are those that meet the following criteria:
- Assets are classified as current when they are expected to be capitalized, sold, or consumed within the Group's normal operating cycle, are held primarily for trading purposes, are expected to be capitalized within twelve months of the closing date, or are cash or cash equivalents, except where they cannot be exchanged or used to settle a liability within at least twelve months of the closing date. All other assets are classified as non-current.
- Liabilities are classified as current when they are expected to be settled within the Group's normal operating cycle, are held primarily for trading, are due to be settled within twelve months of the closing date, or the Group does not have an unconditional right to defer settlement of the liabilities for more than twelve months after the closing date. The Group classifies all other liabilities as non-current.
- Deferred tax assets and liabilities are classified as non-current assets and liabilities.
4.6. Calculation of fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the transaction date. Fair value is based on the assumption that the transaction to sell the asset or transfer the liability takes place:
- in the primary market for the asset or liability, or
- In the absence of a primary market, in the most advantageous market for the transaction of those assets or liabilities.
- The main or most advantageous market must be an accessible market for the Group.
The fair value of an asset or liability is calculated using the assumptions that market participants would use when making an offer for that asset or liability, assuming that those market participants are acting in their own economic interest. The calculation of the fair value of a non-financial asset takes into account the ability of market participants to generate economic benefits from the best and highest use of that asset or from its sale to another market participant who could make the best and highest use of that asset.
The Group uses appropriate valuation techniques in the circumstances and with sufficient information available for the calculation of fair value, maximizing the use of relevant observable variables and minimizing the use of unobservable variables.
All assets and liabilities for which fair value calculations or breakdowns are made in the financial statements are categorized within the fair value hierarchy described below, based on the lowest-level variable needed to calculate the fair value as a whole:
- Level 1 - List prices (unadjusted) in active markets for identical assets or liabilities
- Level 2 - Assessment techniques for which the lowest level variable used, which is significant for the calculation, is directly or indirectly observable
- Level 3 - Assessment techniques for which the lowest level variable used, which is significant for the calculation, is not observable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether there have been transfers between the different levels of hierarchy by reviewing their categorization (based on the lowest level variable that is significant for the calculation of fair value as a whole) at the end of each financial year.
The Group estimates that cash, trade receivables and other receivables, trade payables and other payables, and public debtor and creditor entities have a fair value very close to their book value due in large part to their short-term maturities.
The fair values of the remaining financial assets and liabilities are detailed in Notes 10 and 15 respectively.
4.7. Financial instruments - Initial recognition and subsequent measurement
(a) Classification
The Group classifies its financial assets into the following valuation categories:
- those that are subsequently valued at fair value (either through profit or loss or through other comprehensive income), and
- those that are valued at amortized cost.
The classification depends on the entity's business model for managing financial assets and the contractual terms of cash flows.
For assets measured at fair value, gains and losses will be recognized in profit or loss or other comprehensive income. For investments in equity instruments not held for trading, this will depend on whether the Group made the irreversible decision upon initial recognition to account for the equity investment at fair value through other comprehensive income.
The Group reclassifies debt investments when and only when it changes its business model for managing those assets.
(b) Account recognition and removal
Conventional purchases and sales of financial assets are recognized on the trade date, the date on which the Group commits to buy or sell the asset. Financial assets are derecognized when they expire or the rights to receive cash flows from the financial assets are assigned and the Group has transferred substantially all the risks and rewards incidental to ownership.
(c) Assessment
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset other than fair value through profit or loss (FV), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs for financial assets measured at fair value through profit or loss are recognized as expenses in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely the payment of principal and interest.
- Debt instruments
The subsequent valuation of debt instruments depends on the Group's business model for managing the asset and the characteristics of the asset's cash flows. The Group divides its debt instruments into three valuation categories:
- Amortized cost: Assets held to collect contractual cash flows, where those cash flows represent only principal and interest payments, are measured at amortized cost.
Interest income from these financial assets is included in finance income applying the effective interest method.
Any gain or loss arising from their derecognition is recognized directly in profit or loss and presented in other profit or loss (together with exchange gains and losses). Impairment losses are presented as a separate line item in the statement of profit and loss. - Fair value through other comprehensive income: Assets held to collect contractual cash flows and to sell financial assets, where the cash flows from the assets represent only principal and interest payments, are measured at fair value through other comprehensive income.
Changes in the carrying amount are recognized in other comprehensive income, except for the recognition of impairment gains or losses, interest income, and exchange gains or losses, which are recognized in profit or loss.
When the financial asset is derecognized, the accumulated gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss and recognized in other profit or loss.
Interest income from these financial assets is included in finance income applying the effective interest method. Exchange gains and losses are presented in other profit or loss, and impairment expense is presented as a separate line item in profit or loss. - Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or fair value through other comprehensive income are recognized at fair value through profit or loss.
A gain or loss on an investment in debt that is subsequently recognized at fair value through profit or loss is recognized in profit or loss and is presented net in the statement of profit and loss within other profit or loss in the period in which it arises.
- Equity instruments
The Group subsequently values all equity investments at fair value. When the Group's management has decided to present gains and losses on the fair value of equity investments in other comprehensive income, there is no subsequent reclassification of the fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the Group's right to receive payments is established.
Changes in the fair value of financial assets measured at fair value through profit or loss are recognized in other gains/(losses) in the statement of profit or loss, where applicable. Impairment losses (and reversals of impairment losses) on equity investments measured at fair value through other comprehensive income are not presented separately from other changes in fair value.
(d) Impairment losses
The Group assesses, on a prospective basis, the expected credit losses associated with its assets at amortized cost and fair value through other comprehensive income. The methodology applied for calculating impairment depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires that expected losses over their lifetime be recognized from the initial recognition of the receivables; see Note 9 for further details.
4.8. Impairment losses on non-financial assets subject to amortization or depreciation
The Group periodically looks for any signs of impairment on consolidated assets not considered financial assets, inventories, deferred tax assets and non-current assets classified as held for sale, in order to determine whether their recoverable amount is less than their carrying amount (impairment loss).
(a) Calculation of recoverable value
The recoverable amount of an asset is either its fair value less costs to sell or its value in use, whichever is higher. The determination of the asset's value in use is based on the expected future cash flows that will arise from the asset's use, expectations about possible variations in the amount or timing of those flows, the time value of money, the price to be paid to bear the uncertainty related to the asset, and other factors that market participants would consider in valuing future cash flows related to the asset.
The recoverable amount must be calculated for an individual asset, unless the asset does not generate cash inflows that are largely independent of those of other assets or groups of assets. In the case of assets that do not generate cash flows independently, the recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs.
(b) Reversal of impairment losses
Impairment losses on assets other than goodwill are only reversed if there has been a change in the estimates used to determine the recoverable amount of the asset.
The reversal of impairment losses is recognised in the form of a credit to the Consolidated Statement of Profit and Loss, up to the limit of the book value that the asset would have had, net of amortization, if the impairment had not been recorded.
The amount of the reversal of the impairment loss of a CGU is distributed among its assets, excluding goodwill, prorated according to its book value and taking into account the reversal limit referred to in the previous paragraph.
4.9. Recognition of ordinary income
Revenue from the sale of goods or services is recognized at the fair value of the consideration received or receivable. Revenue is presented net of value-added tax and any other taxes or amounts that substantially correspond to sums received on behalf of third parties. Volume discounts or other discounts, the disbursement of which is considered probable at the time the revenue is recognized, are recorded as a reduction in revenue.
Before recognizing ordinary revenue, the Group proceeds to:
- identify contracts with clients
- identify the separate performance obligation
- determine the transaction price of the contract
- allocate the transaction price among the separate performance obligations
- Recognize ordinary revenue when each performance obligation is satisfied.
The Group acts as principal in transactions with third parties, assuming the risks and obtaining the benefits derived from such transactions.
(a) Sale of casings and films
The Group manufactures and sells wraps and films for food use and other applications. Sales are recognized when control of the products has been transferred, meaning when the products are delivered to the customer, the customer has full discretion over the product, and there are no outstanding obligations that could affect the customer's acceptance of the products. Delivery occurs according to the agreed terms with the customer (Incoterms), and it is at this point that the risks of obsolescence and loss have been transferred to the customer, and the Group has evidence that all acceptance criteria have been met.
The products are often sold with discounts based on aggregate sales over a 12-month period. Revenue from these sales is recognized at the price specified in the contract, net of estimated volume discounts. Experience is used to estimate and provision for discounts using the expected value method, and revenue is recognized only to the extent that a significant reversal is highly probable. No financing element is considered to exist since sales are made on credit terms of 45–90 days, which is consistent with market practice.
An account receivable is recognized when the transfer of goods occurs, since this is the moment in time when the consideration is unconditional because only the passing of time is required before the payment is due.
(b) Energy sales
Energy sales are recognized as the energy is produced and made available to the customer. At that point, no outstanding obligations are considered to exist. These sales are made at regulated rates for each location. No financing element is considered to exist, as the sales are made with a 60-day credit term.
The Viscofan Group recognizes the revenue from electricity generated from cogeneration, including the market rate received, as well as the energy generation premiums in accordance with regulations as it is generated and marketed.
Electricity production sales are recognized as the energy generated in the cogeneration systems is produced and delivered, applying the tariffs in force.
4.10. Earnings per share
Basic earnings per share are calculated as the ratio between the net profit for the period attributable to the ordinary shares of the Parent Company and the weighted number of ordinary shares outstanding during that period, excluding the average number of shares of the Parent Company, Viscofan, S.A., held by any company in the Group.
Diluted earnings per share are calculated as the ratio between the net profit for the period attributable to the ordinary shares of the Parent Company and the weighted average number of ordinary shares that would be issued if all potential ordinary shares were converted into ordinary shares of Viscofan, S.A.
4.11. Business combinations and goodwill
The acquisition method is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises:
- the fair values of the transferred assets
- the liabilities incurred with the previous owners of the acquired business
- the equity shares issued by the group
- the fair value of any asset or liability resulting from a contingent consideration arrangement, and
- the fair value of any prior equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination, with limited exceptions, are initially measured at their fair values at the acquisition date. The Group recognizes any minority interest in the acquiree on an acquisition-to-acquisition basis at fair value or for the minority interest's proportionate share of the acquiree's net identifiable assets.
Acquisition-related costs are recognized as expenses when incurred.
The excess of the following is recorded as Goodwill:
- the consideration transferred, the amount of any minority interest in the acquired entity, and the fair value at the acquisition date of any equity interest
- on the fair value of the identifiable net assets acquired and the liabilities assumed
If the fair value amounts of the net assets acquired and the liabilities assumed are higher, the difference is recognized directly in profit or loss as a bargain purchase.
When the settlement of any part of the cash consideration is deferred, the amounts payable in the future are discounted to their present value at the date of the exchange. The discount rate used is the entity's incremental borrowing interest rate, which is the rate at which a similar loan could be obtained from an independent lender under comparable terms and conditions.
Contingent consideration is classified as equity or a financial liability. Amounts classified as a financial liability are subsequently revalued at fair value, with changes in fair value recognized in profit or loss.
If the business combination is carried out in stages, the carrying amount at the acquisition date of the previously held equity interest of the acquiree is reassessed at its fair value at the acquisition date, recognizing any resulting gain or loss in profit or loss.
4.12. Intangible assets
(a) Goodwill
Goodwill related to acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized, but it is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it may be impaired, and is recorded at cost less accumulated impairment losses. Gains and losses on the sale of an entity include the carrying amount of goodwill related to the entity sold.
For the purpose of assessing impairment, goodwill is allocated among the cash-generating units. The allocation is made among those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination that gave rise to the goodwill (Note 5).
(b) Development costs
Development costs incurred in a project are recognized as intangible assets if the project is technically and commercially viable, sufficient technical and financial resources are available to complete it, the costs incurred can be reliably determined, and it is likely to generate profits.
Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Development costs that are capitalized are amortized on a straight-line basis over their estimated useful life for each project, not exceeding 5 years.
When there are reasonable doubts about the technical success or the economic-commercial profitability of the active projects, the amounts recognized in the asset are directly charged to losses of the year.
Costs related to research activities are recorded against the Consolidated Statement of Profit and Loss as they are incurred.
(c) Other intangible assets
Intangible assets are presented in the Consolidated Statement of Financial Position at their cost value less the amount of accumulated amortization and impairment losses.
Software maintenance costs are recognized as an expense when incurred.
(d) Useful life and depreciation
The Group assesses whether each intangible asset acquired has a finite or indefinite useful life. For these purposes, an intangible asset is considered to have an indefinite useful life when there is no foreseeable limit to the period during which it will generate net cash inflows. As at December 31, 2025 and 2024, the Group does not hold any intangible assets with an indefinite useful life, except for the Goodwill discussed in Note 5.2.
Intangible assets with finite useful lives are amortized by systematically distributing the amortizable amount using the straight-line method over the following estimated useful life years:
| Estimated useful life in years | |
| Development costs | 5 |
| Industrial property and rights of use | 5-10 |
| Land use rights in China | 50 |
| Computer applications | 5 |
For these purposes, the amortizable amount is understood to be the acquisition cost or attributed cost less its residual value.
The Group reviews the residual value, useful life, and amortization method of intangible assets at the end of each financial year. Changes to the initially established criteria are recognized as a change in estimate.
4.13. Property, plant and equipment
(a) Initial recognition
Property, plant and equipment are recognized at cost, less accumulated depreciation and, where applicable, accumulated impairment losses. The cost of assets constructed by the Group is determined following the same principles as if it had acquired the assets, also considering the criteria established for determining production costs. Production costs are capitalized by crediting the costs attributable to the asset to accounts under "Other Income" in the Consolidated Statement of Profit and Loss.
The cost of those assets that need a substantial period to be ready for use includes the financial expenses accrued before the fixed assets that meet the requirements for capitalization are ready for operation.
The Group employed the relative exemption for revalued assets in accordance with the relevant legislation, as deemed cost of IFRS 1 "First-time Adoption of International Financial Reporting Standards" on 1 January 2004.
(b) Depreciation
The depreciation of property, plant and equipment is carried out by systematically distributing their depreciable amount over their useful life. For these purposes, the depreciable amount is understood to be the acquisition cost less its residual value. The Group determines the depreciation expense independently for each component of a tangible fixed asset that has a significant cost in relation to the total cost of the asset.
The depreciation of property, plant and equipment is determined by applying the straight-line method over the following estimated useful life years:
| Estimated useful life in years | |
| Constructions | 30 |
| Technical facilities and machinery | 10 |
| Other facilities, equipment and furniture | 5 - 10 |
| Other property, plant and equipment | 3 - 15 |
The Group reviews the residual value, useful life, and depreciation method of its property, plant and equipment at the end of each financial year. Changes to the initially established criteria are recognized as a change in estimate.
(c) Subsequent recognition
After the initial recognition of an asset, only those costs incurred that will generate probable future economic benefits are capitalized, provided their amount can be reliably measured. In this respect, the costs arising from the ordinary maintenance of property, plant and equipment are recorded in profit or loss as they are incurred.
Replacements of property, plant and equipment eligible for capitalization result in a reduction of the carrying amount of the replaced assets. In cases where the cost of the replaced assets has not been depreciated separately and it is not practical to determine their carrying amount, the replacement cost is used as an indicator of the cost of the assets at the time of their acquisition or construction.
4.14. Rights of use
From 1 January 2019, leases are recognized as a right-of-use asset and the corresponding liability on the date the leased asset is available for use by the Group.
The assets and liabilities arising from a lease are initially measured on a present value basis. Right-of-use liabilities include the net present value of the following right-of-use payments:
- fixed payments (including fixed substance payments), less any rights of use incentives to be collected
- variable payments for rights of use that are pegged to an index or rate, initially valued according to the index or rate at the commencement date
- amounts that the Group is expected to pay as guarantees of the residual value
- the exercise price of a call option if the Group has reasonable certainty that it will exercise that option, and
- payment of penalties for termination of rights of use, if the term of the right of use reflects the exercise by the Group of that option.
Payments for rights of use to be made under reasonably certain extension options are also included in the valuation of the liability.
Payments for rights of use are discounted using the interest rate implicit in the usage right.
The Group is exposed to potential future increases in variable right-of-use payments pegged to an index or rate, which are not included in the right-of-use liability until they take effect. When adjustments to the index- or rate-based right-of-use payments take effect, the right-of-use liability is reassessed and adjusted against the right-of-use asset.
Payments for rights of use are allocated between principal and finance costs. The finance costs are charged to profit or loss over the rights of use period so as to generate a constant periodic interest rate on the remaining balance of the liability for each period.
Right-of-use assets are valued at cost comprising the following:
- the amount of the initial valuation of the right-of-use liability
- any payment for rights of use made on or before the start date, less any rights of use incentives received
- any initial direct costs, and
- restoration costs.
Right-of-use assets are generally amortized on a straight-line basis over the useful life of the asset or the end of the lease term if that occurs earlier.
The Group applies the recognition exemption to leases with a term of twelve months or less from the commencement date that do not include a purchase option, and to leases where the underlying asset is of negligible value. The payment for these leases is recognized as an expense over the lease term.
4.15. Inventories
Inventories include the non-financial assets that consolidated companies hold for sale in the ordinary course of business.
The cost of inventories includes all costs related to their acquisition and transformation, as well as other costs incurred in bringing them to their present condition and location.
The costs of transforming inventories include the costs directly related to the units produced and a systematically calculated portion of the indirect costs, both variable and fixed, incurred during the transformation process. The allocation of fixed indirect costs is based on normal production capacity or actual production.
The amount of fixed overhead allocated to each unit of production is not increased due to low production levels or idle capacity. Unallocated overhead costs are recognized as expenses in the period in which they are incurred. During periods of abnormally high production, the amount of overhead allocated to each unit of production is reduced to prevent inventory from being valued above cost. Variable overhead costs are allocated to each unit of production based on the actual level of utilization of production resources.
The method applied by the Group in determining the cost used for each type of inventory is as follows:
- Raw materials, other supplies and commercial products: at weighted average cost.
- Finished and semi-finished products: at the weighted average cost of raw material consumption and other materials, incorporating the applicable part of direct and indirect labor and manufacturing overhead.
Volume discounts granted by suppliers are recognized as a reduction in the cost of inventory when the conditions that trigger them are likely to be met. Early payment discounts are recognized as a reduction in the cost of purchased inventory.
The cost of inventories is adjusted against profit or loss when its cost exceeds its net realizable value. For these purposes, net realizable value is defined as:
- Raw materials and other supplies: the Group only makes adjustments in cases where it is expected that the finished products into which the raw materials and other supplies are incorporated will be sold for a value lower than their production cost;
- Merchandise and finished products: their estimated selling price, less the costs necessary for the sale;
- Work in progress: the estimated selling price of the corresponding finished products, less the estimated costs to complete their production and those related to their sale;
Adjustments to inventory valuation and their reversals are recognized in the Consolidated Statement of Profit and Loss for the period. The reversal of negative adjustments only occurs when the circumstances that led to their recognition no longer exist or when there is clear evidence justifying an increase in net realizable value as a result of a change in economic circumstances. The reversal of the value reduction is limited to the lower of cost and the new net realizable value of the inventories. The reversal of reductions in inventory value is recognized by means of a credit under "Change in inventories of finished goods and work in progress" and "Consumption of raw materials and consumables."
4.16. Emission rights
The Viscofan Group registers emission rights when it owns them under "Inventories".
In the case of rights allocated free of charge to each facility within each national allocation plan, their initial valuation corresponds to their market value on the date of their grant, which is recorded as a credit under "Deferred Income" (Note 4.20) on the Consolidated Statement of Financial Position. Rights acquired from third parties are recorded at their acquisition cost.
The valuation of these assets is carried out using the cost method, looking for any signs of impairment in their book value at the reporting date.
Emission allowances are removed from the Statement of Financial Position upon their sale to third parties, delivery, or expiration. If the allowances are delivered, their removal is recorded against the provision recorded at the time the CO2 emissions occurred, using the FIFO (first-in, first-out) method.
4.17. Non-current assets held for sale and discontinued operations
The Group classifies assets whose carrying amount will be recovered primarily through their sale, rather than through their continued use, under "Non-current assets held for sale" when they meet the following requirements:
- They are available in their current condition for immediate sale, subject to the usual and customary terms and conditions for their sale.
- Their sale is highly likely.
Non-current assets held for sale are measured either at their carrying amount or their fair value less costs to sell, whichever is lower, except for deferred tax assets, employee benefits, and financial assets other than investments in group, multi-group, and associated companies, which are measured according to their specific standards. Where necessary, appropriate valuation adjustments are made so that the carrying amount does not exceed the fair value less costs to sell.
Disposal groups held for sale are valued using the same rules as outlined in the preceding paragraph. Once this valuation has been performed, the group of items as a whole is valued at either its carrying amount or its fair value less costs to sell, whichever is lower.
Related liabilities are classified under "Liabilities held for sale and discontinued operations".
A disposal group qualifies as a discontinued operation if it is a component of an entity that has either been disposed of or classified as held for sale, and:
- It represents a line of business or a geographical area that is significant and independent of the rest.
- It forms part of an individual and coordinated plan to sell or otherwise dispose of a line of business or a geographical area of the operation that is significant and can be considered separately from the rest.
Discontinued operations are presented in the Consolidated Statement of Profit and Loss separately from the income and expenses of continuing operations, in a single line as Profit after tax from discontinued operations.
4.18. Cash and other cash equivalents
Cash and cash equivalents include cash on hand and demand deposits in credit institutions. This category also includes other highly liquid short-term investments, provided they are readily convertible into known amounts of cash and have an original maturity date not exceeding three months.
4.19. Dividends
The interim dividends approved by the Board of Directors during 2025 and 2024 are included as a reduction of the equity of the Viscofan Group.
4.20. Government grants
Government grants are recognized when there is reasonable assurance of compliance with the conditions associated with their granting and collection.
(a) Capital grants
Government grants in the form of a transfer of a non-monetary asset are recognized at the fair value of the asset as a credit under "Deferred Income" on the Consolidated Statement of Financial Position and are charged to accounts under "Other Income" of the Consolidated Statement of Profit and Loss as the corresponding financed assets are amortized.
Subsidies related to emission allowances received free of charge are initially recognized at their market value on the grant date under "Deferred Income" and are recognized in profit or loss as these allowances are used. This recognition is recorded under "Other Income" in the Consolidated Statement of Profit and Loss.
(b) Operating subsidies
Operating subsidies are recognized as a credit under "Other income" on the Consolidated Statement of Profit and Loss.
Grants received as remuneration for expenses or losses already incurred, or for the purpose of providing immediate financial support unrelated to future expenses, are recognized as a credit under "Other income" on the Consolidated Statement of Profit and Loss.
(c) Interest rate subsidies
Financial liabilities that incorporate implicit aid in the form of below-market interest rates are initially recognized at their fair value. The difference between this value and the amount received is recorded as an official grant, taking into account the nature of the grant awarded.
4.21. Employee remuneration
(a) Obligations for pension plans and other benefits
The Group includes in defined benefit plans those financed by the payment of insurance premiums in which there is a legal or implicit obligation to directly pay employees the benefits committed at the time when they are due or to proceed to the payment of additional amounts in the event that the insurer does not make the disbursement of the benefits corresponding to the services provided by the employees during the year or in previous years.
The defined benefit liability recognized in the Consolidated Statement of Financial Position corresponds to the present value of the defined benefit obligations existing at the closing date, less the fair value of the assets related to said benefits.
The expenditure corresponding to defined benefit plans is recorded under "Staff Expenses" on the Consolidated Statement of Profit and Loss and is obtained as a result of adding the net amount of the cost of services for the current year, plus the effect of any reduction or settlement of the plan.
Interest on the net defined benefit liability (asset) is calculated by multiplying the net liability (asset) by the discount rate and is recorded in the financial result under "Financial Expenses".
Following initial recognition, the revaluation, which comprises actuarial gains and losses, the effect of the asset limit (excluding amounts included in net interest), and the returns on plan assets (excluding amounts included in net interest), is recognized immediately in the statement of financial position with a corresponding charge or credit to reserves through other comprehensive income in the period in which it occurs. These changes are not reclassified to profit or loss in subsequent periods.
A description of each of the Group's defined benefit pension plans is presented in Note 13.1.
b) Severance pay
Severance payments made or payable for terminations not related to ongoing restructuring processes are recognized when the Group is demonstrably committed to discontinuing the employment relationship before the normal retirement date. The Group is demonstrably committed to terminating existing employment relationships with its employees when it has a formal detailed plan and generates valid expectations among those affected that the process will be carried out, without any realistic possibility of withdrawing or modifying the decisions made. Severance payments to be disbursed over a period exceeding 12 months are discounted at an interest rate determined based on market rates for high-quality corporate bonds and debentures.
c) Employee remuneration
Remuneration earned by Group staff is recorded as employees provide services. The amount is recorded as an employee remuneration expense and as a liability after deducting any amounts already paid. If the amount paid exceeds the accrued expense, an asset is recognized only to the extent that it will result in a reduction of future payments or a cash refund.
The Group recognizes the expected cost of remuneration in the form of paid leave, the rights to which accrue as employees provide the services that entitle them to receive it.
The Group recognizes the expected cost of profit sharing or employee incentive schemes when there is a present, legal or constructive obligation as a result of past events and a reliable estimate of the value of the obligation can be made.
d) Share-based payments
Certain employees receive share-based remuneration benefits through the Long-Term Employee Incentive Plan, an employee equity participation scheme. Information about these plans is provided in footnote 22.3.
The fair value of shares granted under the Long-Term Employee Incentive Plan that are settled by delivery of shares is recognized as an employee benefits expense on the equity side of the balance sheet. The total amount to be recognized as an expense is determined by reference to the fair value at the grant date of the shares granted.
- including market performance conditions (e.g., the entity's share price)
- excluding the impact of conditions for the irrevocability of the concession that are service- or performance-related and not market-based (e.g., accident rates, waste reduction targets)
The total expenditure is recognized during the irrevocability period, which is the period during which all the specified conditions for the irrevocability of the concession must be met. At the end of each financial year, the entity revises its estimates of the number of shares it expects to be vested based on non-market-related service and irrevocability conditions. The impact of the revised original estimates, if any, is recognized in profit or loss, with a corresponding adjustment to equity.
If a long-term employee incentive plan is settled in cash, it is recognized as an employee benefits expense against a liability. The total amount to be recognized as an expense is determined by reference to the fair value at each year-end.
4.22. Provisions
(a) General criteria
Provisions are recognized when the Group has a present obligation, whether legal or constructive, as a result of a past event and there is a greater likelihood that an outflow of resources in the form of future profit will occur to settle that obligation than otherwise, and a reliable estimate of the amount of the obligation can be made.
The amounts recognized in the Consolidated Statement of Financial Position represent the best estimate at the closing date of the disbursements required to settle the present obligation, taking into account the risks and uncertainties related to the provision and, where significant, the financial effect of the discount, provided that the disbursements to be made in each period can be reliably determined. The discount rate is determined before tax, considering the time value of money, as well as specific risks not considered in the future cash flows related to the provision.
The financial effect of the provisions is recognized as a financial expense in the Consolidated Statement of Comprehensive Income.
Receivables from third parties to settle the provision are recognized as a separate asset when their collection is virtually certain. The income related to the reimbursement is recognized, if applicable, in the Consolidated Statement of Profit and Loss as a reduction in the expense associated with the provision, up to the amount of the provision.
Provisions are reversed against earnings when the likelihood of an outflow of resources in the form of future profits to settle the obligation is lower than the likelihood of such an outflow. The reversal is made against the line item in the Consolidated Statement of Profit and Loss where the corresponding expense was recorded.
(b) Provisions for onerous contracts
The amount of provisions for onerous contracts is determined based on the present value of unavoidable costs, which is calculated as either the costs to be incurred in relation to the contract, net of any income that could be obtained, or the costs of compensation or penalties relating to non-compliance, whichever is lower.
(c) Provisions for restructuring
Provisions related to restructuring processes are recognized when the Group has an implicit obligation, due to the existence of a detailed formal plan and the generation of valid expectations among those affected that the process will be carried out, either by having started to execute the plan or by having announced its main features. Restructuring provisions only include expenditures directly related to the restructuring process that are not associated with the Group's continuing operations.
(d) Provision for emission allowances
Expenses related to greenhouse gas emissions are systematically funded by crediting the provision for emission rights, which is cancelled at the time of delivery of the corresponding rights granted by Public Administrations free of charge and those acquired on the market.
4.23. Derivatives and hedge accounting
Derivatives are initially recognized at fair value on the date the derivatives contract is signed and subsequently revalued at fair value at each balance sheet date. The accounting for subsequent changes in fair value depends on whether the derivative has been designated as a hedging instrument and, if so, on the nature of the item it is hedging. The Group designates certain derivatives as:
- fair value hedges of recognized assets or liabilities or a firm commitment (fair value hedges)
- hedges against a specific risk associated with the cash flows of recognized assets and liabilities and highly probable anticipated transactions (cash flow hedges), or
- hedges of a net investment in a foreign business (net investment hedges).
At the inception of the hedging relationship, the Group documents the economic relationship between the hedging instruments and the hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of the hedged items. The Group documents its risk management objective and its strategy for undertaking its hedging transactions.
The fair values of the derivative financial instruments designated in hedging relationships are broken down in Note 16. The changes in the hedging reserve included in shareholders' equity are shown in Note 12.
The entire fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is greater than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as current assets or liabilities.
The effective portion of changes in the fair value of derivatives designated and qualified as cash flow hedges is recognized in the cash flow hedge reserve within equity. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss under other gains/losses.
When option contracts are used to hedge anticipated transactions, the Group designates only the intrinsic value of the option contract as the hedging instrument.
Gains or losses related to the effective portion of changes in the intrinsic value of option contracts are recognized in the cash flow hedge reserve in equity. Changes in the time value of option contracts that are related to the hedged item ("time value aligned") are recognized under other comprehensive income in the hedge cost reserve on the equity side of the balance sheet.
When forward contracts are used to hedge anticipated transactions, the Group generally designates only the change in the fair value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot component of forward contracts are recognized in the cash flow hedge reserve in equity. The change in the forward element of the contract related to the hedged item ("aligned forward element") is recognized under other comprehensive income in the hedge cost reserve on the equity side of the balance sheet. In some cases, gains or losses relating to the effective portion of the change in the fair value of the entire forward contract are recognized in the cash flow hedge reserve in equity.
The amounts accumulated in consolidated equity are reclassified in the periods in which the hedged item affects the consolidated profit or loss, as follows:
- When the hedged item subsequently results in the recognition of a non-financial asset (such as inventory), both the deferred hedge gains and losses and the deferred time value or deferred forward points, if any, are included in the initial cost of the asset. The deferred amounts are ultimately recognized in profit or loss, as the hedged item affects profit or loss (e.g., through cost of sales).
- The gain or loss relating to the effective part of interest rate swaps that cover variable-rate loans is recognized in profit or loss within finance expense at the same time as interest expense on the covered loans.
4.24. Income Tax
Income tax expense or income includes both current tax and deferred tax.
Current income tax is the amount payable or recoverable for income tax related to the consolidated taxable profit or loss for the year. Current income tax assets or liabilities are measured at the amounts expected to be paid or recovered from the tax authorities, using the tax laws and rates that are enacted or substantially enacted at the closing date.
Deferred tax liabilities are the amounts payable in the future as corporate income tax related to taxable temporary differences, while deferred tax assets are the amounts recoverable as corporate income tax due to deductible temporary differences, offsettable negative tax bases, or deductions pending application. For these purposes, a temporary difference is understood to be the difference between the carrying amount of assets and liabilities and their tax base.
Income tax, whether current or deferred, is recognized in profit or loss unless it arises from a transaction or economic event that has been recognized in the same or a different period, against equity or a business combination.
(a) Recognition of taxable temporary differences
Taxable temporary differences are recognized in all cases with the exception of those that:
- Arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the transaction date, does not affect accounting profit or taxable income, or
- These correspond to differences associated with investments in subsidiaries over which the Group has the ability to control the timing of their reversal and where their reversal is likely to occur in the foreseeable future.
(b) Recognition of deductible temporary differences
Deductible temporary differences are recognized whenever:
- It is probable that sufficient future positive tax bases exist to offset them, except in those cases where the differences arise from the initial recognition of assets or liabilities in a transaction that is not a business combination and at the date of the transaction does not affect either the accounting profit or the taxable base; or
- They correspond to temporary differences associated with investments in subsidiaries to the extent that the temporary differences will be reversed in the foreseeable future and positive future tax bases are expected to be generated to offset the differences;
Tax planning opportunities are only considered in the assessment of the recovery of deferred tax assets if the Group intends to adopt them or is likely to adopt them.
(c) Assessment
Deferred tax assets and liabilities are valued at the tax rates that will be applicable in the periods in which the assets are expected to be capitalized or the liabilities settled, based on the regulations and rates that are approved or practically approved at the date of the Consolidated Statement of Financial Position and after considering the tax consequences that will result from the way in which the Group expects to recover the assets or settle the liabilities.
At the end of the year, the Group reviews the carrying amount of deferred tax assets in order to reduce that amount to the extent that it is not probable that there will be sufficient future positive tax bases to offset them.
Deferred tax assets that do not meet the above conditions are not recognized in the Consolidated Statement of Financial Position. The Group reconsiders at year-end whether the conditions for recognizing previously unrecognized deferred tax assets are met.
(d) Offsetting and classification
The Group only offsets current income tax assets and liabilities if there is a legal right before the tax authorities and it intends to settle the resulting liabilities for their net amount or capitalize the assets and settle the liabilities simultaneously.
The Group only offsets deferred income tax assets and liabilities if there is a statutory offsetting right before the tax authorities and the assets and liabilities arise from income tax payable to the same tax authority, relate to the same taxpayer, or to different taxpayers who intend to settle or capitalize the current tax assets and liabilities on a net basis or capitalize the assets and settle the liabilities simultaneously in each of the future periods in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Deferred tax assets and liabilities are recognized in the Consolidated Statement of Financial Position as non-current assets or liabilities, regardless of the expected date of capitalization or settlement.
(e) Tax credits
The Group has various types of tax credits in certain subsidiaries. These tax credits are recorded by reducing the corporate income tax expense for the year in which they are applied.
4.25. Environment
The consolidated Group carries out operations whose main purpose is to prevent, reduce or repair the damage that its activities may cause to the environment.
Expenses arising from environmental activities are recognized as "Other operating expenses" in the year in which they are incurred.
Property, plant and equipment acquired for long-term use in its activity and whose main purpose is to minimize environmental impact and protect and improve the environment, including reducing or eliminating future pollution from the Group's operations, are recognized as assets by applying valuation, presentation and disclosure criteria consistent with those mentioned in Note 24.
4.26. Related party transactions
Related party transactions are accounted for in accordance with the valuation criteria detailed throughout this Note 4. The only transactions with related parties are described in Note 22 on "Information relating to Directors of the Parent Company and key management staff of the Group."
5.1. Intangible assets other than goodwill
The composition and changes in the accounts included in other intangible assets during 2025 and 2024 are detailed below:
| Thousands of euros | |||||||
| Client portfolio | Computer applications | Industrial Property | Development | Advances | Depreciation | Total | |
| Opening balance as at January 1, 2024 | 621 | 57,024 | 23,057 | 3,468 | 397 | -67,610 | 16,957 |
| Conversion differences | — | 180 | 627 | — | — | -681 | 126 |
| Additions (Note 2.1) | 1,294 | — | 910 | 1,268 | — | — | 3,472 |
| Registrations | — | 3,588 | — | 1,166 | 782 | -4,586 | 950 |
| Derecognitions | — | -34 | — | — | 62 | 34 | 62 |
| Transfers | — | 1,005 | — | — | -978 | — | 27 |
| Final balance as at December 31, 2024 | 1,915 | 61,763 | 24,594 | 5,902 | 263 | -72,843 | 21,594 |
| Conversion differences | -10 | -1,113 | -1,586 | -6 | — | 2,209 | -506 |
| Additions (Note 2.1) | 88 | 2 | 2,209 | — | — | — | 2,299 |
| Registrations | — | 2,558 | — | 1,905 | 3,440 | -5,737 | 2,166 |
| Derecognitions | — | -38 | — | — | — | 38 | — |
| Transfers (Note 6) | — | 653 | — | — | -228 | — | 425 |
| Final balance as at December 31, 2025 | 1,993 | 63,825 | 25,217 | 7,801 | 3,475 | -76,333 | 25,978 |
The net balances by heading as at December 31, 2025 and 2024 are as follows:
| Thousands of euros | ||||||
| December 31, 2025 | December 31, 2024 | |||||
| Cost | Depreciation | Total | Cost | Depreciation | Total | |
| Client portfolio | 1,993 | -798 | 1,195 | 1,915 | -621 | 1,294 |
| Computer applications | 63,825 | -52,376 | 11,449 | 61,763 | -49,094 | 12,669 |
| Industrial Property | 25,217 | -19,910 | 5,307 | 24,594 | -20,473 | 4,121 |
| Development | 7,801 | -3,249 | 4,552 | 5,902 | -2,655 | 3,247 |
| Advances | 3,475 | — | 3,475 | 263 | — | 263 |
| TOTAL | 102,311 | -76,333 | 25,978 | 94,437 | -72,843 | 21,594 |
A breakdown of the cost of intangible assets that are fully amortized and still in use as at December 31, 2025 and 2024 is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Computer applications | 44,591 | 41,359 |
| Industrial property | 13,102 | 13,425 |
| Fully depreciated assets | 57,693 | 54,784 |
5.2. Goodwill
The changes that occurred during 2025 and 2024 are presented below:
| Thousands of euros | |
| Opening balance as at January 1, 2024 | 3,605 |
| Conversion differences | -520 |
| Additions (Note 2.1) | 7,700 |
| Final balance as at December 31, 2024 | 10,785 |
| Conversion differences | -208 |
| Additions (Note 2.1) | 3,035 |
| Final balance as at December 31, 2025 | 13,612 |
The 2025 additions correspond to the goodwill arising from the acquisition of 51% of Pet Mania Comércio Internacional Ltd through Viscofan do Brasil, soc. com. e ind. Ltda for a purchase price of 34 million Brazilian Reais, with the valuation of the corresponding assets and liabilities being completed during 2025 (Note 2.1). The value of the goodwill as at December 31, 2025, corresponding to Pet Mania Comércio Internacional Ltd is €2,859 thousand.
The inclusion in 2024 corresponds to the goodwill associated with the acquisition of 60% of Brasfibra Industria e Comercio de Derivados do Couro Ltda. and Master Couros Industria e Comercio de Derivados do Couro Ltda. through Viscofan do Brasil, soc. com. e ind. Ltda for a purchase price of 88 million Brazilian Reais after completing the corresponding asset and liability valuation process (Note 2.1), modifying the initially recorded goodwill of 74,194 thousand Brazilian Reais to the final amount of 46,970 thousand Brazilian Reais. 25% of the purchase price was paid in 2025 and the Group maintains 25% of the amount to be paid 2026. Goodwill as at December 31, 2025, corresponding to Brasfibra Industria e Comercio de Derivados do Couro Ltda is 6,262 thousand euros and goodwill corresponding to Master Couros Industria e Comercio de Derivados do Couro Ltda. is 1,003 thousand euros.
The remainder of the amount corresponds to the Supralon Group's SGU (2,680 thousand euros) in the geographical region of "Rest of Europe and Asia", and to the ingredient transfer SGU (808 thousand euros) in the geographical region of "North America".
Impairment test
Below, we detail the calculation of the impairment test for the main goodwill recorded as at December 31, 2025:
(a) UGE Brasfibra and Master Couros
The Goodwill recorded in the Group's consolidated balance sheet as at December 31, 2025 amounts to 7,265 thousand euros (7,301 thousand euros as at December 31, 2024).
The UGE Brasfibra and Master Couros are dedicated to the production of high-quality bovine collagen products (collagen hydrolysates, collagen fiber and products aimed at the animal feed sector), which represents an expansion of the Group's product portfolio.
The planned growth includes a gradual increase in the first years of operation. Five-year projections have been prepared, in which Management has determined the expected revenue figures, broken down by the heads of the Business Unit, supported by market forecasts, competitive analysis, new products already developed, strategic plans for geographic expansion, and available macroeconomic forecasts.
Based on the results of this analysis, the directors consider that as at December 31, 2025, there is no need to make any impairment adjustment.
(b) UGE Pet Mania
As noted in section 2.1, in February 2025, Pet Mania, a Brazilian company dedicated to the production and marketing of pet treats, was acquired. During the process of identifying the price paid in the transaction, no signs of impairment were identified, and the Group's management continues to believe that the goodwill and intangible assets will be clearly recovered through the cash flows generated in future periods. The goodwill associated with this company as at December 31, 2025, amounts to €2,859,000.
The composition and changes in the accounts included in property, plant and equipment during 2025 and 2024 are presented below:
| Thousands of euros | ||||||||
| Land and Buildings | Technical Facilities and Machinery. | Other facilities, tools and furniture | Other property, plant and equipment | Advances and current assets | Depreciation | Impairment | Total | |
| Opening balance as at January 1, 2024 | 309,562 | 1,094,953 | 125,833 | 52,141 | 23,998 | -1,049,288 | -1,058 | 556,141 |
| Conversion differences | 2,540 | -8,440 | 1,388 | 736 | -690 | 4,563 | 4 | 101 |
| Additions (Note 2.1) | 3,171 | 2,986 | 25 | 291 | 221 | — | -1 | 6,693 |
| Registrations | 1,153 | 18,188 | 2,231 | 3,354 | 40,532 | -73,364 | -96 | -8,002 |
| Disposals | -104 | -3,558 | -230 | -1,588 | -71 | 4,620 | -101 | -1,032 |
| Transfers | 12,127 | 12,148 | 3,956 | 712 | -28,825 | -143 | — | -25 |
| Final balance as at December 31, 2024 | 328,449 | 1,116,277 | 133,203 | 55,646 | 35,165 | -1,113,612 | -1,252 | 553,876 |
| Conversion differences | -9,426 | -29,973 | -2,877 | -3,018 | 141 | 27,548 | -3 | -17,608 |
| Additions (Note 2.1) | 1,271 | 691 | 60 | 49 | 1,081 | — | — | 3,152 |
| Registrations | 1,657 | 15,745 | 1,447 | 3,944 | 53,381 | -73,956 | -16 | 2,202 |
| Disposals | -54 | -533 | -131 | -561 | -4 | 1,138 | 724 | 579 |
| Transfers (Note 5.1) | 2,793 | 34,619 | 3,335 | 352 | -41,524 | — | — | -425 |
| Final balance as at December 31, 2025 | 324,690 | 1,136,826 | 135,037 | 56,412 | 48,240 | -1,158,882 | -547 | 541,776 |
The net balances by heading as at December 31, 2025 and 2024 are as follows:
| Thousands of euros | ||||||
| December 31, 2025 | December 31, 2024 | |||||
| Cost | Depreciation and impairment | Total | Cost | Depreciation and impairment | Total | |
| Land and buildings | 324,690 | -157,175 | 167,515 | 328,449 | -151,993 | 176,456 |
| Technical facilities and machinery | 1,136,826 | -853,345 | 283,481 | 1,116,277 | -820,344 | 295,933 |
| Other facilities, equipment and furniture | 135,037 | -106,214 | 28,823 | 133,203 | -101,727 | 31,476 |
| Other property, plant and equipment | 56,412 | -42,695 | 13,717 | 55,646 | -40,800 | 14,846 |
| Advances and current assets | 48,240 | — | 48,240 | 35,165 | — | 35,165 |
| TOTAL | 1,701,205 | -1,159,429 | 541,776 | 1,668,740 | -1,114,864 | 553,876 |
During 2025, the Group invested €76,174,000 in property, plant and equipment. Projects undertaken during the year included a new extrusion line in Serbia, increased plastics production capacity in Mexico and collagen production in the USA, and environmental and safety improvements at various Group plants.
During 2024, investments in property, plant and equipment totaled €65,458,000. Among the projects undertaken during the year, the completion of the cellulose and collagen converting plant in Thailand, a new plastics plant in Mexico, and environmental investments primarily in Spain and Brazil stand out.
A breakdown of the cost of fully depreciated property, plant and equipment in use as at December 31, 2025 and 2024, is shown below:
| Thousands of euros | ||
| 2025 | 2024 | |
| Constructions | 71,930 | 71,966 |
| Technical facilities and machinery | 562,909 | 549,742 |
| Other facilities, equipment and furniture | 75,761 | 72,255 |
| Other property, plant and equipment | 30,661 | 28,280 |
| Fully depreciated assets | 741,261 | 722,243 |
As a result of the annual investment plan, at year-end 2025, commitments to acquire fixed assets worth 52,005 thousand euros remain, highlighting the investment in the new plant in the Czech Republic, a new collagen line in the USA, environmental investments in Spain and investments in continuous improvement and process optimization throughout the Group.
Viscofan CZ, s.r.o. and the South Bohemian Region have reached an agreement whereby the regional government will acquire Viscofan CZ, s.r.o.'s current land and facilities in the second half of 2027 for a total of CZK 600 million. This transaction will allow the city of České Budějovice to allocate the area to new residential and urban developments.
As part of this initiative, Viscofan CZ will acquire a 7.7-hectare plot of land near České Budějovice Airport—twice the size of its current site—where it will build a new factory. This new plant will match the current production capacity, overcoming the space and design limitations of the existing facility.
The total estimated investment for the acquisition of the land and the construction of the new factory amounts to 1.25 billion CZK.
At year-end 2024, commitments for the acquisition of fixed assets amounted to 13,547 thousand euros, highlighting environmental investments in Spain and investments in continuous improvement and process optimization throughout the Group.
The consolidated Group has insurance policies in place to cover the risks to which its property, plant and equipment are subject. The coverage provided by these policies is considered sufficient.
Impairment test
Over the past two years, no signs of impairment have been identified in any of the Group's cash-generating units.
Despite the negative results generated by the investment in the USA in recent years, the EBITDA for 2024 and 2025 is positive, as is the operating profit for 2025. These results stem from the decision by the parent company's management to make certain investments in the American subsidiary with the aim of modernizing production assets and improving the subsidiary's performance in recent years. Following this decision, projections for the coming years maintain the premise of acquiring new assets and optimizing their operation. Due to the favorable performance of the subsidiary, management believes there are no grounds for impairment of the investment.
In order to carry out the analysis of investment impairment, the main hypotheses considered were the following:
- The investments made in the company in recent years have led to a clear improvement in productivity, with an estimated increase for the coming years based on new investments planned.
- The sales considered in the plan are projected to grow in subsequent years in accordance with the capacity increases for each year.
- The current circumstances of raw material and production costs have been taken into account, adapted to the current market conditions and the new investments made
- The EBITDA projection on sales is increasing as new investments, both completed and pending, are refined, achieving reasonable margins within the context of the Group.
- the impact on working capital as a result of the projections made
- The after-tax discount rate used is 8.7%.
Once the aforementioned analysis was performed, the present value of future cash flows is significantly higher than the present value of the investment. However, a sensitivity analysis was conducted on the main variables, identifying a more conservative scenario in the estimates, in which the analysis margin remains significant. Furthermore, the discount rate was increased to 9.7%, without identifying any impairment. Finally, a more aggressive scenario was considered, taking into account both the cash flow and discount rate sensitivities, and in this scenario, no impairment of the investment in the USA was identified either. The very positive performance of the American subsidiary's accounts aligns with the figures calculated in the business plan.
This note provides information about rights of use where the Group is the lessee.
7.1. Right-of-use assets
The balance sheet contains the following amounts related to rights of use:
| Thousands of euros | |||||
| Constructions | Technical facilities and machinery | Other property, plant and equipment | Depreciation | Total | |
| Opening balance as at January 1, 2024 | 18,299 | 1,381 | 6,558 | -14,661 | 11,577 |
| Conversion differences | -180 | -4 | -1 | 188 | 3 |
| Additions | 2,753 | 2,261 | 1,405 | -5,843 | 576 |
| Disposals | -1,761 | -770 | -1,253 | 3,534 | -250 |
| Transfers | — | — | — | — | — |
| Final balance as at December 31, 2024 | 19,111 | 2,868 | 6,709 | -16,782 | 11,906 |
| Conversion differences | -730 | -89 | -227 | 610 | -436 |
| Additions | 4,031 | 31 | 2,432 | -5,503 | 991 |
| Disposals | -7,238 | -13 | -2,760 | 9,891 | -120 |
| Transfers | — | — | — | — | — |
| Final balance as at December 31, 2025 | 15,174 | 2,797 | 6,154 | -11,784 | 12,341 |
The net balances by heading as at December 31, 2025 and 2024 are as follows:
| Thousands of euros | ||||||
| December 31, 2025 | December 31, 2024 | |||||
| Cost | Depreciation and impairment | Total | Cost | Depreciation and impairment | Total | |
| Constructions | 15,174 | -7,614 | 7,560 | 19,111 | -12,190 | 6,921 |
| Technical facilities and machinery | 2,797 | -1,230 | 1,567 | 2,868 | -638 | 2,230 |
| Other property, plant and equipment | 6,154 | -2,940 | 3,214 | 6,709 | -3,954 | 2,755 |
| TOTAL | 24,125 | -11,784 | 12,341 | 28,688 | -16,782 | 11,906 |
Additions to right-of-use assets during 2025 amounted to 6,494 thousand euros; 6,419 thousand euros in 2024.
7.2. Liabilities for right of use
The balance sheet shows the following amounts related to rights of use:
| Thousands of euros | ||
| 2025 | 2024 | |
| Up to 3 months | 711 | 741 |
| Between 3 months and 1 year | 4,020 | 3,573 |
| Current | 4,731 | 4,314 |
| Between 1 year and 5 years | 7,244 | 6,974 |
| More than 5 years | 268 | 561 |
| Non-current | 7,512 | 7,535 |
| Total at December 31 | 12,243 | 11,849 |
The Group primarily leases various warehouses, offices, and vehicles. Lease agreements are typically for fixed periods but may include optional extensions.
Some of the property leases contain payment terms generally linked to inflation. There are no other variable payments.
Extension and termination options are included in a number of warehouse and office leases across the Group. The lease term incorporates the extension or termination options, with a maximum term generally of 10 years unless the extension period is shorter. No other assets included in the leased items have been identified with a useful life exceeding the lease term.
Deferred tax assets and liabilities (Note 17) associated with these items have been recognized in 2025 and 2024 based on IAS 12, with no effect on the statement of profit and loss.
The breakdown of inventory as at December 31, 2025 and 2024 is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Raw materials and other supplies | 98,413 | 93,686 |
| Semi-finished products | 95,958 | 94,552 |
| Finished products | 167,168 | 177,334 |
| Goods for resale | 11,991 | 13,337 |
| Greenhouse gas emission rights | 9,714 | 15,289 |
| Advances to suppliers | 3,615 | 4,756 |
| Total Inventories | 386,859 | 398,954 |
The valuation adjustments for 2025, due to impairment and obsolescence of inventories, have resulted in an expense of 88 thousand euros (an income of 820 thousand euros in 2024) and are recorded under "Consumption of raw materials and consumables" and "Variation of inventories of finished and work-in-process" on the Consolidated Statement of Profit and Loss.
The consumption of emission allowances for 2025 and 2024 amounts to 242,857 and 272,095 tons, respectively.
GHG emissions expenditure for 2025 is listed under "Consumption of raw materials and consumables" for an amount of 15,914 thousand euros (17,068 thousand euros in 2024).
The Group's companies have insurance policies in place to cover the risks to which their inventory is subject. The coverage provided by these policies is considered sufficient.
The breakdown of trade debtors and other current accounts receivable as at December 31, 2025 and 2024 is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Customers for sales and provision of services | 286,238 | 271,665 |
| Other trade debtors | 5,470 | 9,771 |
| Employee advances | 130 | 125 |
| Impairment of value | -2,105 | -2,415 |
| Total trade debtors | 289,733 | 279,146 |
| Public authorities receivable | 24,783 | 20,886 |
| Accruals | 6,528 | 5,611 |
| Total other debts to be collected | 31,311 | 26,497 |
| Total trade debtors and other accounts receivable | 321,044 | 305,643 |
As at December 31, 2025 and 2024, the age of trade receivables based on their due date is as follows:
| Thousands of euros | ||||||
| Outstanding | Past due | |||||
| Up to 30 days | 31-60 days | 61-90 days | More than 90 days | Total | ||
| 2025 | 262,038 | 22,610 | 2,971 | 1,058 | 1,056 | 289,733 |
| 2024 | 244,803 | 24,693 | 7,285 | 1,244 | 1,121 | 279,146 |
The Group maintains credit insurance contracts that cover the collectability of a large part of customer balances.
Commercial debtors do not accrue interest and generally, the usual collection terms are 45 to 120 days.
The breakdown by currency of trade debtors is as follows:
| Thousands of euros | ||||||||
| Euros | American dollar | Czech koruna | Brazilian real | Mexican Peso | Chinese Yuan | Other currencies | Total book value | |
| 2025 | 88,425 | 92,920 | 1,373 | 57,697 | 1,687 | 26,156 | 21,475 | 289,733 |
| 2024 | 100,228 | 101,367 | 1,440 | 40,926 | 1,096 | 18,613 | 15,476 | 279,146 |
Changes in the impairment of accounts receivable for sales and services rendered, as well as other trade debtors, are as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Opening balance as at January 1 | -2,415 | -2,228 |
| Conversion differences | -8 | 201 |
| Provisions | -31 | -402 |
| Applications | 349 | 14 |
| Final balance as at December 31 | -2,105 | -2,415 |
As at December 31, 2025 and 2024, the outstanding balances held with Public Administrations are as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| VAT receivables. | 19,815 | 15,429 |
| Withholdings and payments on account receivables | 3,159 | 4,201 |
| Other public authorities | 1,809 | 1,256 |
| Final balance as at December 31 | 24,783 | 20,886 |
The breakdown by currency is as follows:
| Thousands of euros | ||||||||
| Euros | American dollar | Czech koruna | Brazilian real | Mexican Peso | Chinese Yuan | Other currencies | Total book value | |
| 2025 | 6,609 | 874 | 720 | 12,246 | 1,903 | 39 | 2,392 | 24,783 |
| 2024 | 5,781 | 1,053 | 560 | 7,308 | 2,555 | 43 | 3,586 | 20,886 |
The amount of 834 thousand euros recorded under of Other non-current assets corresponds to outstanding VAT balances due in 2027.
Impairment losses
Trade receivables and other accounts receivable are subject to the expected credit loss model. However, the impairment identified is immaterial.
Cash and cash equivalents are also subject to the impairment requirements of IFRS 9, although the impairment identified is also immaterial.
For the determination of expected credit loss, the Group applies the simplified approach provided for under IFRS 9.
To assess expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and days overdue.
Expected loss rates are based on sales payment profiles over a 36-month period prior to January 1, 2025, and the corresponding historical credit losses experienced during this period. Historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting customers' ability to settle receivables.
The Group makes the necessary valuation adjustments in accordance with an expected loss model, which takes into account historical losses and other external factors.
The impairment loss model used by the Group is based on a historical analysis of average insolvencies in each of the subsidiaries and the claims incurred in the credit insurance policies contracted, considering any non-recoverable amount, as well as the recoveries after the claim, both from the insurance company and from the customers themselves.
Accounts receivable for which an impairment loss has been recognized are written off against the amount of the impairment loss when there is no expectation of recovering additional cash.
Collection flows in 2025 and the flows projected for future years have not changed compared to previous years.
All financial assets as at December 31, 2025 and 2024 are included in level 2, within the valuation hierarchies: assets and liabilities whose fair value has been determined using valuation techniques that utilize observable assumptions in the market.
The breakdown by category of these financial assets, excluding trade receivables and other receivables as at December 31, 2025 and 2024, is as follows:
| Thousands of euros | ||||
| Valued at | ||||
| Amortised cost | FV through P&L | Total book value | Fair value | |
| Financial investments | 5,546 | — | 5,546 | 5,546 |
| Deposits and guarantees constituted | 1,963 | — | 1,963 | 1,963 |
| Non-current financial assets | 7,509 | — | 7,509 | 7,509 |
| Equity instruments | — | 816 | 816 | 816 |
| Credits and other receivables | 150 | — | 150 | 150 |
| Short-term obligations | 8 | — | 8 | 8 |
| Current financial assets | 158 | 816 | 974 | 974 |
| Total as at December 31, 2025 | 7,667 | 816 | 8,483 | 8,483 |
| Thousands of euros | ||||
| Valued at | ||||
| Amortised cost | FV through P&L | Total book value | Fair value | |
| Financial investments | 5,918 | — | 5,918 | 5,918 |
| Deposits and guarantees constituted | 2,179 | — | 2,179 | 2,179 |
| Non-current financial assets | 8,097 | — | 8,097 | 8,097 |
| Equity instruments | — | 795 | 795 | 795 |
| Credits and other receivables | 150 | — | 150 | 150 |
| Short-term obligations | — | — | — | — |
| Current financial assets | 150 | 795 | 945 | 945 |
| Total as at December 31, 2024 | 8,247 | 795 | 9,042 | 9,042 |
The value of financial assets classified by maturity is as follows:
| Thousands of euros | |||||||
| Less than 1 year | From 1 to 2 years | From 2 to 3 years | From 3 to 4 years | From 4 to 5 years | More than 5 years | Total | |
| 2025 | 974 | 509 | 16 | 8 | 123 | 6,853 | 8,483 |
| 2024 | 945 | 536 | 18 | 5 | 134 | 7,404 | 9,042 |
The breakdown by currency is as follows:
| Thousands of euros | |||||||
| Euros | American dollar | Brazilian Real | Mexican Peso | Chinese Yuan | Other currencies | Total book value | |
| 2025 | 6,043 | 50 | 1,242 | 839 | 138 | 171 | 8,483 |
| 2024 | 6,109 | 85 | 1,695 | 834 | 151 | 168 | 9,042 |
The Group has not recognized any significant impairment in relation to these assets as at December 31, 2025 (or as at December 31, 2024).
The heading "Cash and other cash equivalents" as at December 31, 2025 and 2024, corresponds entirely to the balances held by the Group in cash and in credit institutions, including some interest-bearing accounts at market rates. The Group has no bank overdrafts as at the aforementioned dates, and all balances are freely available.
The breakdown by currency is as follows:
| Thousands of euros | |||||||||
| Euros | American dollar | Czech koruna | Brazilian real | Mexican peso | Chinese yuan | Other currencies | Total book value | ||
| 2025 | 15,637 | 11,870 | 306 | 10,262 | 1,725 | 17,600 | 5,390 | 62,790 | |
| 2024 | 4,977 | 17,921 | 6 | 5,006 | 4,271 | 11,582 | 11,380 | 55,143 | |
12.1. Subscribed capital
As at December 31, 2025, the capital of the Parent Company consisted of 46,500,000 bearer shares with a par value of €0.70 each. The total capital value was €32,550,000, the same as on December 31, 2024.
In both fiscal years, the shares were fully subscribed and paid up.
All shares enjoy the same voting and economic rights and are officially listed on the Madrid, Barcelona, and Bilbao stock exchanges, and are traded on the continuous market. There are no restrictions on their free transferability.
As at December 31, 2025 and 2024, the Parent Company is aware of the following shareholders whose direct or indirect stake in the Company exceeds 3%:
| % holding | ||
| 2025 | 2024 | |
| Corporación Financiera Alba, S. A. | 14.250 | 14.250 |
| APG Asset Management N.V. | n.a. | 9.997 |
| Angustias y Sol, S.L. | 5.033 | 5.016 |
| Setanta Asset Management Limited | n.a. | 3.955 |
During this period, APG Asset Management N.V. and Setanta Asset Management Limited have ceased to be shareholders with significant stakes in accordance with applicable regulations.
Additionally, in accordance with Article 32 of Royal Decree 1362/2007, of October 19, on shareholders required to report their shareholding as they reside in a tax haven or in a country or territory of zero taxation or with which there is no effective exchange of tax information, no notification has been received at year-end 2025 and 2024.
In the context of the optional dividend payment "Viscofan Flexible Remuneration" approved at the Annual General Shareholders' Meeting in April 2025, a capital reduction of €557,000 was carried out in June 2025 through the cancellation of 795,636 shares. At the same time, a capital increase was made by the same number of shares with a par value of €0.70 per share, leaving the share capital unchanged. In June 2024, and approved at the Annual General Shareholders' Meeting in April 2024, a similar operation was carried out for €473,000 and 675,954 shares.
Additionally, in December 2025, in the context of the distribution of the optional "Viscofan Flexible Remuneration" dividend approved at the aforementioned Annual General Shareholders' Meeting in April 2025, a capital reduction of €629,000 was carried out, with 898,098 shares being cancelled. At the same time, a capital increase was made for the same number of shares with a par value of €0.70 per share, leaving the share capital unchanged. In December 2024, and approved at the Annual General Shareholders' Meeting in April 2024, a similar transaction was carried out for €464,000 and 662,369 shares.
Capital Management
The Viscofan Group's main objective in relation to capital management is to safeguard its capacity to ensure the continuity of the company, seeking to maximize performance.
To maintain or adjust the capital structure, the Group may adjust the dividends to be distributed among shareholders, reimburse capital to them, carry out capital increases or redeem treasury shares.
Capital is monitored by analyzing the evolution of the leverage ratio, in line with standard practice. This ratio is calculated as net financial debt divided by shareholders' equity. Net financial debt includes total borrowings shown in the consolidated financial statements less cash and cash equivalents, and less liquid financial assets.
Thus, the Viscofan Group's primary objective is to maintain a healthy capital position. The leverage ratios and net debt analysis as at December 31, 2025 and 2024 are as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Cash and cash equivalents (Note 11) | 62,790 | 55,143 |
| Other short-term financial assets (Note 10) | 974 | 945 |
| Financial liabilities (Note 15) | -304,075 | -238,005 |
| Debts for right-of-use assets (Note 7.2) | -12,243 | -11,849 |
| Total net financial debt | -252,554 | -193,766 |
| Total Equity | -933,052 | -941,771 |
| Leverage index | 27.1 % | 20.6 % |
| Thousands of euros | ||
| 2025 | 2024 | |
| Cash and cash equivalents (Note 11) | 62,790 | 55,143 |
| Other short-term financial assets (Note 10) | 974 | 945 |
| Financial debt repayable in one year (Notes 15 and 7.2) | -255,739 | -178,543 |
| Financial debt repayable over more than one year (Notes 15 and 7.2) | -60,579 | -71,311 |
| Net debt | -252,554 | -193,766 |
| Thousands of euros | ||
| 2025 | 2024 | |
| Cash and cash equivalents (Note 11) | 62,790 | 55,143 |
| Other short-term financial assets (Note 10) | 974 | 945 |
| Gross debt at fixed interest rates (Note 21.4) | -84,655 | -67,198 |
| Gross debt at variable interest rates | -231,663 | -182,656 |
| Net debt | -252,554 | -193,766 |
The change in net debt as at December 31, 2025 and 2024 is as follows:
| Thousands of euros | ||||||
| Opening balance as at January 1, 2025 | Cash flows | Acquisitions | Other non-monetary changes | Conversion differences | Final balance as at December 31, 2025 | |
| Cash and cash equivalents | 55,143 | 11,839 | — | — | -4,192 | 62,790 |
| Other short-term financial assets | 945 | 29 | — | — | — | 974 |
| Liabilities included in financing activities | ||||||
| Short-term financial debt | -153,962 | -64,515 | -9,682 | — | 744 | -227,415 |
| Long-term financial debt | -47,140 | — | 5,790 | — | 968 | -40,382 |
| Interests | -895 | 8,881 | — | -9,100 | 18 | -1,096 |
| Suppliers Fixed Assets | -11,643 | -3,630 | -58 | — | 29 | -15,302 |
| Other short-term financial liabilities | -7,729 | 1,163 | -629 | — | — | -7,195 |
| Other long-term financial liabilities | -16,636 | 3,600 | 356 | — | -5 | -12,685 |
| Short-term debts for right-of-use assets. | -4,314 | 5,503 | — | -6,090 | 170 | -4,731 |
| Long-term debts for right-of-use assets. | -7,535 | — | — | -238 | 261 | -7,512 |
| Total net debt | -193,766 | -37,130 | -4,223 | -15,428 | -2,007 | -252,554 |
| Thousands of euros | ||||||
| Opening balance as at January 1, 2024 | Cash flows | Acquisitions and other non-monetary changes | hange in fair value | Conversion differences | Final balance as at December 31, 2024 | |
| Cash and cash equivalents | 51,996 | 4,029 | — | — | -882 | 55,143 |
| Other short-term financial assets | 911 | 26 | — | — | 8 | 945 |
| Liabilities included in financing activities | — | — | — | — | — | — |
| Short-term financial debt | -158,466 | -12,038 | 16,213 | — | 329 | -153,962 |
| Long-term financial debt | -31,118 | — | -16,072 | — | 50 | -47,140 |
| Interests | -375 | 9,726 | -10,245 | — | -1 | -895 |
| Suppliers Fixed Assets | -15,880 | 4,043 | — | — | 194 | -11,643 |
| Other short-term financial liabilities | -3,327 | 1,597 | -6,711 | — | 712 | -7,729 |
| Other long-term financial liabilities | -12,861 | — | -3,761 | — | -14 | -16,636 |
| Short-term debts for right-of-use assets. | -4,687 | 5,843 | -5,483 | — | 13 | -4,314 |
| Long-term debts for right-of-use assets | -6,854 | — | -677 | — | -4 | -7,535 |
| Total net debt | -180,661 | 13,226 | -26,736 | — | 405 | -193,766 |
12.2. Share Premium
The Consolidated Text of the Capital Companies Law expressly allows the use of the share premium for capital increases and does not establish any specific restriction regarding the availability of said balance.
The amount as at December 31, 2025 amounts to 12 thousand euros, as it does as at December 31, 2024.
12.3. Reserves
The changes in this item are as follows:
| Thousands of euros | ||||
| Other reserves | Conversion differences | Share-based payments (Note 22.3) | Total | |
| Opening balance as at January 1, 2024 | 915,145 | -51,104 | 4,415 | 868,456 |
| Recognized income / (expenses) | 457 | -27,520 | — | -27,063 |
| Distribution of dividends | — | — | — | — |
| Transfers between equity items | 4,430 | — | — | 4,430 |
| Transactions with own shares | -38,192 | — | — | -38,192 |
| Transactions with minority interests | — | — | — | |
| Share-based payments | — | — | 2,603 | 2,603 |
| Final balance as at December 31, 2024 | 881,840 | -78,624 | 7,018 | 810,234 |
| Capital reduction | — | — | — | — |
| Recognized income / (expenses) | 8,330 | -25,840 | -7,018 | -24,528 |
| Distribution of dividends | -17,538 | 17,538 | — | — |
| Transfers between equity items | 52,340 | — | — | 52,340 |
| Transactions with own shares | -48,394 | — | — | -48,394 |
| Purchase of own shares | -232 | — | — | -232 |
| Other distributions of treasury shares (Employee remuneration) | -9,449 | — | — | -9,449 |
| Share-based payments | — | — | 1,247 | 1,247 |
| Final balance as at December 31, 2025 | 866,897 | -86,926 | 1,247 | 781,218 |
The reclassification recorded for dividend distribution between Other reserves and Exchange differences amounting to 17,538 thousand euros is a consequence of the lower exchange rate recorded in the year relating to dividends received in the Parent Company compared to the historical exchange rate of said reserves in the subsidiaries, mainly Viscofan Brazil.
a) Other reserves
- Legal reserve
Companies legally registered in Spain, in accordance with the Spanish Companies Act, are required to allocate 10% of their profits each year to a reserve fund until it reaches at least 20% of the share capital. This reserve is not distributable to shareholders and its value as at December 31, 2025 and 2024, amounts to €6,510,000. - Revaluation reserve
The Parent Company opted for the voluntary revaluation of property, plant and equipment provided for in Regional Law 21/2012 of December 26, amending various taxes and other tax measures. The revaluation was applied to the items eligible for revaluation that appeared in the balance sheet as at December 31, 2012. The effect of this revaluation has not been recognized in the Group's consolidated financial statements. - Reserve for own shares
In accordance with Article 148 of Royal Legislative Decree 1/2010, of July 2, which approves the consolidated text of the Capital Companies Law, the Parent Company must establish a non-distributable reserve equivalent to the amount of its own shares or stock it holds (see note 12.4). This reserve must be maintained until the shares or stock are sold.
b) Conversion differences
The breakdown of the most significant conversion differences by company for the years ending December 31, 2025 and 2024 is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Viscofan CZ sro | 9,567 | 4,350 |
| Viscofan Technology (Suzhou) Co. Ltd. | -2,038 | 4,947 |
| Viscofan USA Inc | 2,524 | 12,791 |
| Viscofan de México S.R.L. de C.V. | -7,563 | -8,042 |
| Viscofan do Brasil, soc. com. e ind. Ltda. | -75,103 | -97,256 |
| Viscofan Uruguay, S.A. | -28,156 | -14,883 |
| Other companies in the Group | 13,843 | 19,469 |
| Final balance as at December 31 | -86,926 | -78,624 |
12.4. Changes in own shares
At the Ordinary General Meeting of April 27, 2023, the Board of Directors was authorized for a period of 5 years to acquire shares of the Parent Company, directly or through Viscofan Group Companies, within the limits and up to the maximum amount allowed by the Capital Companies Law (arts. 146 and 509) and at a price that may not be less than the nominal value of the share nor more than 15% higher than the share price on the Spanish Stock Exchange Interconnection System at the time the acquisition order is entered.
During 2025, the Parent Company acquired 1,599,709 of its own shares, for an amount of 93,752 thousand euros, under the current authorization granted by the General Shareholders' Meeting of April 27, 2023.
In addition, as reflected in the Consolidated Statement of Changes in Equity, 12,351 treasury shares were delivered under the variable remuneration plan and 145,318 under the long-term incentive plan (Note 22.3).
In June 2025, as part of the "Viscofan Flexible Remuneration" optional dividend payment, 795,636 shares were distributed as a stock dividend, with a value of €49,113,000. Additionally, 33,432 shares were received under this first optional dividend.
Additionally, in December 2025, the number of shares delivered under the "Viscofan Flexible Remuneration" optional dividend was 898,098 shares, valued at €48,394,000. Similarly, 34,068 shares were received under the second optional dividend.
During 2024, the Parent Company acquired 1,560,966 of its own shares, for an amount of 90,716 thousand euros, under the current authorization granted by the General Shareholders' Meeting of April 27, 2023. Likewise, 12,740 of its own shares were delivered within the framework of the variable remuneration plan.
In June 2024, as part of the "Viscofan Flexible Remuneration" optional dividend payment, 675,954 shares were distributed as a stock dividend, with a value of €38,487,000. Additionally, 37,138 shares were received under this first optional dividend.
Additionally, in December 2024, the number of shares delivered under this option within the "Viscofan Flexible Remuneration" optional dividend program was 662,369 shares, valued at €38,192,000. Similarly, 24,659 shares were received under the second optional dividend.
Thus, as at December 31, 2025, Viscofan, S.A. has 506,601 of its own shares representing 1.09% of the voting rights worth 23,641 thousand euros.
As at December 31, 2024, Viscofan, S.A. held a total of 690,795 of its own shares representing 1.49% of the voting rights worth 35,045 thousand euros.
12.5. Valuation adjustments
The changes in this item in the years ending December 31, 2025 and 2024 are as follows:
| Thousands of euros | |||
| Exchange rate insurance | Commodity derivatives | Total | |
| Opening balance as at January 1, 2024 | 1,720 | 306 | 2,026 |
| Net profit/(loss) after tax | -28 | — | -28 |
| Reclassifications of (losses) or gains to the overall Statement of Profit and Loss, net of tax effect | -2,426 | -278 | -2,704 |
| Final balance as at December 31, 2024 | -734 | 28 | -706 |
| Net profit/(loss) after tax | — | — | — |
| Reclassifications of (losses) or gains to the overall Statement of Profit and Loss, net of tax effect | 652 | -28 | 624 |
| Final balance as at December 31, 2025 | -82 | — | -82 |
12.6. Distribution of Profits and other shareholder remuneration
The Board of Directors of Viscofan has agreed that it will propose to the General Shareholders' Meeting the payment, charged to the results of 2025 and, where appropriate, to voluntary reserves, of a dividend whose aggregate gross amount will be equal to the sum of the amounts indicated below (the "Dividend").
(a) ratify the payment of 22,344 thousand euros as an optional interim dividend distributed on 17 December 2025 (the "2025 Optional Interim Dividend") which corresponds to 1.483 euros per share multiplied by the number of shares that opted to receive the dividend in cash and that did not have the status of direct treasury shares on the corresponding dates as approved by the Board of Directors (26,844 thousand euros as an optional interim dividend distributed on 19 December 2024 (the "2024 Optional Interim Dividend") which corresponded to 1.437 euros per share multiplied by the number of shares that opted to receive the dividend in cash and that did not have the status of direct treasury shares on the corresponding dates as approved by the Board of Directors); and
(b) the determinable amount that will result from multiplying:
- • the gross amount per share that, as a supplementary payment to the dividend corresponding to 2025, will be paid by the Parent Company within the framework of the execution of the optional dividend system "Viscofan Flexible Remuneration" corresponding to 2026 (the "Supplementary Dividend"), for
- • the total number of shares for which their holders have opted to receive the dividend in cash under the first execution of the optional dividend system "Viscofan Flexible Remuneration" for 2026.
The remaining shareholders received their remuneration on account of the 2025 results through the "Viscofan Flexible Remuneration" (Scrip Dividend) with a total allocation of 898,098 new ordinary shares.
At the date of preparation of these consolidated financial statements, it is not possible to specify the amount of the supplementary dividend and, consequently, the amount of the dividend charged to profit in 2025.
The payment of the supplementary dividend will be made in conjunction with the execution of a bonus share issue that the Board of Directors will propose to the 2026 Annual General Shareholders' Meeting. This will offer shareholders the option of receiving their remuneration in cash (through the supplementary dividend) or in newly issued bonus shares of the parent company (through the aforementioned bonus share issue). Receiving the supplementary dividend will be one of the alternatives available to shareholders when receiving their remuneration under the "Viscofan Flexible Remuneration" optional dividend system for 2026, which will be implemented through the aforementioned bonus share issue.
Furthermore, the Board of Directors plans to reduce the share capital of the Parent Company by redeeming its own shares, thereby avoiding dilution for those shareholders who choose to receive their dividend in cash.
The Board of Directors estimates that the gross amount of the Final Dividend will be €1.757 per share (€1.653 per share in 2024). Consequently, taking into account the 2025 Interim Dividend of €1.483 per share (€1.437 in 2024) and the attendance bonus for the Annual General Meeting of €0.01 per share (€0.01 in 2024), the total remuneration to be received by shareholders is estimated to be €3.25 per share (€3.135 in 2024). Of the aforementioned estimated amount of 3.25 euros per share, 2.25 euros correspond to the increasing ordinary remuneration that the Board of Directors has been proposing to the General Shareholders' Meeting in recent years (2.135 euros per share charged to 2024), while the additional euro per share to reach the total estimated amount would be of an extraordinary nature in view of the current market conditions and those of the Parent Company.
The proposed ordinary remuneration of 2.25 euros per share is equivalent to the distribution of 65.42% of net profit.
The proposed ordinary distribution exceeds the previous year's remuneration of 2.135 euros per share by 5.4%.
The final amount of the supplementary dividend will be communicated as soon as the Board of Directors (or the body to which it delegates) determines it in accordance with the terms of the dividend distribution and capital increase agreements that the Board of Directors will propose to the General Shareholders' Meeting in relation to the optional dividend system "Viscofan Flexible Remuneration" for 2026. Likewise, once the first execution of the optional dividend system "Viscofan Flexible Remuneration" corresponding to 2026 has been completed, the Board of Directors (with express power of substitution) will proceed to specify the aforementioned distribution proposal, determining the final amount of the dividend and the amount that will be allocated to retained earnings.
The dividend amount is less than the maximum limit established by current legislation, regarding distributable profits since the end of the previous financial year.
The financial statement required by current legislation and prepared by the Directors of the Parent Company in relation to the distribution of the dividend on account of the profits for 2025 is as follows:
| Thousands of euros | |
| Treasury available as at 15/09/2025 | 300 |
| For collection from clients and debtors | 35,000 |
| For payments to suppliers and creditors | -14,500 |
| For employee payments | -22,050 |
| For interest payments | -1,800 |
| For other payments | -10,000 |
| Operational flows | -13,350 |
| Through dividends | 125,000 |
| Due to expansion, Capital USA | -20,000 |
| For the acquisition of goods | -6,000 |
| Investment activity flows | 99,000 |
| Variation in bank debt | 20,000 |
| For dividend payments | -104,625 |
| Flows of financing activities | -84,625 |
| Liquidity forecast as at 15/09/2026 | 1,325 |
With the dividends received from subsidiaries before the interim dividend payment plus the use of available credit lines, the Parent Company had sufficient liquidity to meet said payment.
At the General Shareholders' Meeting held on April 29, 2025, the final amount of the supplementary dividend in relation to the optional dividend system "Viscofan Flexible Remuneration" for 2025 corresponding to the distribution of results for 2024 was agreed, for an amount of 28,800 thousand euros, distributed on June 11, 2025 (33,219 thousand euros distributed on June 24, 2024).
The breakdown of this section of the Consolidated Statement of Financial Position is as follows:
| Thousands of euros | |||
| Note | 2025 | 2024 | |
| Defined benefit | 14,878 | 16,498 | |
| Other staff remuneration | 6,111 | 2,647 | |
| Long-term employee remuneration | 13.1 | 20,989 | 19,145 |
| Provisions for other litigation | — | — | |
| Others | 48 | 48 | |
| Other long-term provisions | 48 | 48 | |
| Provisions for warranties/Returns | 2,655 | 3,301 | |
| Provisions for occupational risks | 604 | 660 | |
| Provisions for emission rights | 17,433 | 17,045 | |
| Others | 17 | 18 | |
| Current provisions | 13.2 | 20,709 | 21,024 |
13.1 Long-term employee remuneration
The Group contributes to several defined benefit plans. The most significant plans are located in Germany and the United States.
Actuarial valuations are used for all of them.
• Pension plans in Germany
Through its subsidiary Viscofan DE GmbH, the company contributes to a defined benefit plan that provides a lifetime pension for employees upon retirement. As at December 31, 2025, the company had 200 employees and 522 retirees and former employees. As at December 31, 2024, the number of employees was 235 and the number of retirees and former employees was 501.
The number of beneficiaries indicated above does not include a group of retirees who, since 2010 and 2013, have been paid through an insurance company. The agreement entered into does not constitute a cancellation or termination, as the obligation ultimately remains with Viscofan DE GmbH. However, the terms of the plan entered into ensure that the value of the assets and liabilities remains constant throughout the contract's term, so that both assets and liabilities are netted out, resulting in a net present value of zero for the obligation.
The net obligation of pension plans amounts to 12,818 thousand euros as at December 31, 2025, its amount being 14,096 thousand euros as at December 31, 2024.
• Pension plans in the United States
The subsidiary Viscofan USA Inc., following its merger with Viscofan Collagen USA Inc., contributes to two defined benefit plans.
- Retirement Plan for Hourly Employees. This plan provides a lifetime pension for current and former employees of the company and has a total of 159 beneficiaries (11 active employees and 148 retirees and former employees). The net liability amounts to -€69,000 as at December 31, 2025, because the fund's value exceeds the liability. The capitalization rate is 100.84% of the liability's value.
- As at December 31, 2024, the net obligation amounted to 228 because the value of the fund was less than the obligation with a capitalization rate of 97.7% of the value of the obligation and 164 beneficiaries (15 of them active and 149 retirees and former employees). This plan has been frozen since December 1, 2010.
- Retirement Plan for Salaried Employees. This plan provides a lifetime annuity for 122 participants (10 currently employed, 112 retired and former employees). The net liability amounts to €81,000 as at December 31, 2025. The capitalization rate is 99.23% of the liability value. As at December 31, 2024, the net liability amounted to €118,000 with a capitalization rate of 99.01% of the liability value and 124 participants (12 currently employed and 112 retired and former employees). This plan has been frozen since January 31, 2008.
The most significant information about pension plans is:
a) Amounts recognized in the Statement of Financial Position:
| Thousands of euros | ||
| 2025 | 2024 | |
| Valor actual de la obligación | 33,711 | 38,036 |
| Plans in Germany | 12,818 | 14,096 |
| Plans in the United States | 18,845 | 21,886 |
| Plans in other countries | 2,048 | 2,054 |
| Valor actual de los activos | -18,833 | -21,538 |
| Plans in the United States | -18,833 | -21,538 |
| Net liability as at December 31 | 14,878 | 16,498 |
b) Changes in the present value of net liabilities:
| Thousands of euros | ||||||||
| Germany | Plans in the United States | Plans in other countries | Total | |||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Obligation as of January 1st | 14,096 | 14,400 | 21,886 | 21,736 | 2,054 | 2,079 | 38,036 | 38,215 |
| Cost for services for the current period (Note 19) | 132 | 153 | — | — | 76 | 76 | 208 | 229 |
| Cost of interest | 486 | 497 | 1,024 | 1,018 | 133 | 123 | 1,643 | 1,638 |
| Benefits paid | -479 | -409 | -1,746 | -1,813 | -183 | -218 | -2,408 | -2,440 |
| Actuarial losses (gains) | -1,417 | -545 | 260 | -378 | 11 | 7 | -1,146 | -916 |
| Conversion differences | — | — | -2,579 | 1,323 | -58 | -13 | -2,637 | 1,310 |
| Transfer of the pension plan to an external insurer | — | — | — | — | 15 | — | 15 | — |
| Present value of the obligation as at December 31 | 12,818 | 14,096 | 18,845 | 21,886 | 2,048 | 2,054 | 33,711 | 38,036 |
| Active | 3,623 | 4,766 | 1,439 | 2,065 | 1,066 | 944 | 6,128 | 7,775 |
| Former employees | 1,454 | 1,930 | 3,708 | 4,411 | — | — | 5,162 | 6,341 |
| Retirees | 7,741 | 7,400 | 13,698 | 15,410 | 982 | 1,110 | 22,421 | 23,920 |
c) Changes in the fair value of assets affected by the United States plans:
| Thousands of euros | ||
| 2025 | 2024 | |
| Fair value of assets as at January 1 | 21,538 | 20,949 |
| Return on assets | 1,475 | 906 |
| Company contribution | 52 | 193 |
| Benefits paid | -1,746 | -1,813 |
| Conversion differences | -2,486 | 1,303 |
| Acquired in business combinations | — | — |
| Fair value of assets as at December 31 | 18,833 | 21,538 |
| Cash | — | — |
| National investment funds | 18,558 | 21,230 |
| International investment funds | 275 | 308 |
d) Information relating to the amounts recognized in the Consolidated Statement of Profit and Loss.
The cost of current services for the year is recognised under Staff Expenses.
| Thousands of euros | ||
| 2025 | 2024 | |
| Cost for services for the current fiscal year | 208 | 229 |
| Plans in Germany | 132 | 153 |
| Plans in other countries | 76 | 76 |
| Net financial cost | 768 | 635 |
| Interest costs for plans in Germany | 486 | 497 |
| Interest costs for plans in the United States | 149 | 15 |
| Interest costs for plans in other countries | 133 | 123 |
| Expense (income) recognized in the period | 976 | 864 |
e) Information relating to the amounts recognized in the Consolidated Statement of Comprehensive Income:
| Thousands of euros | ||
| 2025 | 2024 | |
| Actuarial gains and losses | 1,745 | 819 |
| Resulting from changes in demographic assumptions | 880 | 836 |
| Resulting from changes in financial assumptions | — | 18 |
| Resulting from experience | 265 | 62 |
| Return, other than expected return, of the assets affected by the plans | 600 | -97 |
| Tax effect | -433 | -362 |
| Net result recognized in the Consolidated Statement of Comprehensive Income | 1,312 | 457 |
f) Main actuarial assumptions used in the plans:
• Pension plans in Germany
| 2025 | 2024 | |
| Annual discount rate | 4.1% | 3.5% |
| Expected type of increase in pensions | 2.0% | 2.5% |
| Expected year of employee retirement | 65-67 | 65-67 |
The mortality tables used in determining the defined benefit obligation were those corresponding to Heubeck Richttafeln 2005 G.
• Pension plans in the United States and Canada
| 2025 | 2024 | |
| USA | ||
| Annual discount rate | 5.4% | 5.1% |
| Expected rate of return on assets | 5.25%-4.5% | 5.5%-4.65% |
The mortality tables used in determining the defined benefit obligation were those corresponding to Pri-2012 Private Retirement Plans Mortality Tables (in the USA) and Canadian Private Sector Pensioners' Mortality Table combined with mortality improvement scale MI-2017 (in Canada).
g) Future payments expected to be made in subsequent years:
| Thousands of euros | ||
| 2025 | 2024 | |
| Payments to be made within the next 12 months | 2,352 | 2,603 |
| Payments to be made between 1 and 2 years | 2,341 | 2,580 |
| Payments to be made between 2 and 3 years | 2,311 | 2,579 |
| Payments to be made between 3 and 4 years | 2,277 | 2,548 |
| Payments to be made between 4 and 5 years | 2,271 | 2,513 |
| Payments to be made between 5 and 10 years | 10,882 | 12,155 |
| Payments to be made over more than 10 years | 19,734 | 20,652 |
h) Sensitivity analysis for each of the main hypotheses.
How would a possible reasonable change in each assumption at the closing date of the year affect the obligation?
| Thousands of euros | ||
| 2025 | 2024 | |
| Discount rate | ||
| 50 basis point increase | -2,013 | -1,439 |
| 50 basis point decrease | 2,258 | 1,556 |
| Pension increase | ||
| 50 basis point increase | 764 | 884 |
| 50 basis point decrease | -703 | -811 |
| Life expectancy | ||
| Increase in 1 additional year | 218 | 710 |
The sensitivity analysis is based on the change of each of the hypotheses and considering the other constants.
• Other staff remuneration and long-term benefits
The changes as at December 31, 2025 and 2024 are as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Balance as at January 1 | 2,647 | 8,650 |
| Conversion differences | -37 | -74 |
| Transfer to outstanding remuneration | -1,227 | -6,347 |
| Provisions | 4,795 | 574 |
| Payments | -67 | -156 |
| Balance as at December 31 | 6,111 | 2,647 |
2025 includes €3,447 thousand corresponding to the Long-Term Incentive Plan. In 2024, the amount corresponding to the Long-Term Incentive Plan was transferred to "Outstanding Remuneration", as it was paid in 2025.
The features of the Long-Term Incentive Plan are detailed in Note 22.
Additionally, this section includes loyalty bonuses established by the subsidiary Viscofan DE GmbH for its employees. These loyalty bonuses consist of the following: upon reaching 25 years of service, employees receive a bonus of €1,000 and one month's gross salary multiplied by 0.8, plus one day of vacation; upon reaching 40 years of service, a bonus of €1,000 and one month's gross salary multiplied by 1.1, plus one day of vacation; and upon reaching 50 years of service, one day of vacation.
The number of beneficiaries is 487 workers (492 in the previous year), and the total amount of the obligation is €1,397,000 and €1,350,000 as at December 31, 2025 and 2024, respectively. During the year, €56,000 has been paid to the beneficiaries (€132,000 in 2024). The expected amount to be paid in 2026 is €74,000.
The cost of services for the current year and the recognized financial expense amounted to 84 thousand euros and 56 thousand euros, respectively (108 thousand euros and 48 thousand euros, respectively in 2024).
The assumptions used for calculating the obligation have been the same as those used for the pension plan of the same subsidiary described in the previous point.
13.2. Current provisions
(a) Provision for warranties / returns
A provision is recognized for anticipated warranty claims on products sold during the past year, based on past experience with the volume of returns. It is expected that most of these costs will be incurred in the following year.
(b) Provisions for occupational risks
The balance of the provision for workers' remuneration claims covers claims filed against the Group by employees, mostly in the Brazilian subsidiary, related to resignations or terminations of employment (these claims are not exceptional events, but rather standard practice in Brazil). In the opinion of the Directors, after appropriate legal advice, the outcome of these lawsuits is not expected to differ significantly from the amounts provisioned as at December 31, 2025.
(c) Provision for emission allowances
The provision for emission allowances includes the estimated consumption of emission allowances during 2025 and 2024 valued in accordance with the valuation standard described in Note 4.16, for amounts of 17,433 and 17,045 thousand euros, respectively.
13.3. Contingent assets and liabilities
(a) Contingent liabilities
As regards the Brazilian subsidiary Viscofan do Brasil, soc, com. e ind. Ltda., there are various legal claims filed totaling 44,993 thousand Brazilian Reais (6,955 thousand euros; in 2024 they totaled 48,638 thousand Brazilian Reais, 7,500 thousand euros). Provisions exist to cover the risks classified as probable.
- In relation to the accident at the Viscofan España, S.L.U. production center in Cáseda (Navarra), which occurred in September 2019, a final acquittal judgment has been issued regarding all the employees of the Group without there being any outstanding civil liabilities.
- Regarding its US subsidiary Viscofan USA Inc., in 2023 Sayer Technologies filed a lawsuit against it in the state of New Jersey seeking $137,309 USD in unpaid invoices. Viscofan USA Inc. opposed the claim based on a prior breach of contract by Sayer Technologies and filed a counterclaim; this process is ongoing in 2025. Viscofan USA Inc. also has a claim against Schombourg & Schombourg for $722,000 USD (€614,000) for defects in the execution of certain investments in 2022, while Schombourg & Schombourg is in turn claiming $670,000 USD (€570,000) from Viscofan USA Inc. A significant impact on Viscofan from the resolution of this process is not considered likely.
- Regarding the information published on October 14, 2025, in a digital media outlet concerning the operations of the Viscofan USA Inc. plant in Danville, Illinois, no claims or legal actions alleging negative health or environmental impacts have been received. Since 2020, Viscofan USA Inc. has received several Violation Notices from the Federal Environmental Protection Agency and the Illinois Environmental Protection Agency alleging specific violations, as is common in industrial facilities of this size and complexity. All of these matters have been satisfactorily resolved or are pending final administrative resolution, and no material impacts are anticipated.
(b) Contingent assets
In relation to the power outage of April 28, 2025, Viscofan España S.L.U. intends to legally claim damages of approximately 1.8 million euros, although the claim is pending the issuance of the required report by the CNMC.
The breakdown of trade creditors and other accounts payable is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Suppliers | 36,156 | 44,844 |
| Creditors for services rendered and other accounts payable | 32,285 | 37,642 |
| Customer advances | 2,678 | 1,430 |
| Accrued payroll liabilities | 19,647 | 29,175 |
| Trade creditors | 90,766 | 113,091 |
| Payables to public authorities | 12,622 | 13,073 |
| Other accounts payable | 12,622 | 13,073 |
| Final balance as at December 31 | 103,388 | 126,164 |
The breakdown by currency of trade creditors is as follows:
| Thousands of euros | ||||||||
| Euros | American dollar | Czech koruna | Brazilian real | Mexican Peso | Chinese Yuan | Other currencies | Total book value | |
| 2025 | 41,350 | 13,277 | 3,957 | 10,402 | 5,266 | 3,564 | 12,950 | 90,766 |
| 2024 | 54,481 | 24,493 | 5,103 | 3,318 | 6,154 | 4,657 | 14,885 | 113,091 |
As at December 31, 2025 and 2024, the credit balances held with Public Administrations are as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| VAT payables | 1,837 | 1,956 |
| Withholding tax payables | 4,970 | 5,715 |
| Social Security creditor agencies | 3,774 | 3,411 |
| Other public authorities | 2,041 | 1,991 |
| Final balance as at December 31 | 12,622 | 13,073 |
The breakdown by currency is as follows:
| Thousands of euros | ||||||||
| Euros | American dollar | Czech koruna | Brazilian real | Mexican Peso | Chinese Yuan | Other currencies | Total book value | |
| 2025 | 7,032 | 129 | 642 | 1,808 | 669 | 923 | 1,419 | 12,622 |
| 2024 | 8,063 | 140 | 581 | 1,600 | 535 | 875 | 1,279 | 13,073 |
Information on the average payment period for suppliers in commercial transactions based in Spain
In accordance with the Third Additional Provision, "Duty of Information" of Law 15/2010, of July 5, the information on the average payment period to national suppliers of the Group, in relation to the Spanish companies included in the consolidated group, is as follows:
| Days | ||
| 2025 | 2024 | |
| Average payment period to suppliers | 33.9 | 33.6 |
| Paid-up ratio | 34.5 | 34.8 |
| Ratio of outstanding payments | 24.4 | 22.4 |
| Thousands of euros | ||
| 2025 | 2024 | |
| Total payments made | 221,890 | 218,555 |
| Total outstanding payments | 10,716 | 5,774 |
| Monetary volume paid in a period shorter than the maximum established in the late payment regulations | 211,183 | 212,780 |
| Thousands of euros | ||
| 2025 | 2024 | |
| Invoices paid within a period shorter than the maximum established in the late payment regulations | 21,574 | 19,894 |
| Percentage they represent of the total monetary value of payments to their suppliers | 95.17% | 97.35% |
| Percentage they represent of the total number of invoices | 94.29% | 95.92% |
Information on Supplier Financing Agreements
Confirming is offered to Spanish suppliers. Payment is always made on the invoice due date according to the agreed terms, and the supplier decides whether to receive early payment.
The balance as at December 31, 2025 amounts to 6,005 thousand euros (6,787 thousand euros as at December 31, 2024).
The breakdown of non-current and current financial liabilities, taking into account discounted contractual maturities as at December 31, 2025 and 2024, is as follows:
| Up to 1 year | Between 1 year and 5 years | More than 5 years | Total book value | Fair value | |
| Borrowings with credit institutions | 227,415 | 40,382 | — | 267,797 | 267,797 |
| Accrued interest payable | 1,096 | — | — | 1,096 | 1,096 |
| Other financial liabilities | 22,497 | 7,763 | 4,922 | 35,182 | 35,182 |
| Total as at December 31, 2025 | 251,008 | 48,145 | 4,922 | 304,075 | 304,075 |
| Up to 1 year | Between 1 year and 5 years | More than 5 years | Total book value | Fair value | |
| Borrowings with credit institutions | 153,962 | 47,140 | — | 201,102 | 201,102 |
| Accrued interest payable | 895 | — | — | 895 | 895 |
| Other financial liabilities | 19,372 | 11,275 | 5,361 | 36,008 | 36,008 |
| Total as at December 31, 2024 | 174,229 | 58,415 | 5,361 | 238,005 | 238,005 |
As at December 31, 2025, of the €82,645 thousand in loans included in “Borrowings with credit institutions,” €61,667 thousand are sustainable (€36,833 thousand in 2024). Additionally, the company has €340,501 thousand in credit lines, of which €164,000 thousand are sustainable loans (€302,339 thousand and €125,000 thousand, respectively, as at December 31, 2024). The amount drawn down is €185,152 thousand, of which €122,347 thousand are sustainable (€144,855 thousand and €73,166 thousand, respectively, as at December 31, 2024).
Interest rates are linked to the performance of indicators with an annual review period.
The established sustainability parameters are one or a combination of the following: reduction of CO2 emissions, reduction of m3 of water intake, and tons of waste sent to landfill, all referenced to km of packaging produced.
As can be seen in the table above, the book value of financial liabilities coincides with the fair value because the long-term debt corresponds to financing obtained in recent years, with the conditions being very similar to the conditions that would be obtained currently in the market.
The classification has been determined based on the current maturities of the outstanding balances in the credit accounts. Thus, the term of up to one year includes the outstanding balance of credit accounts whose annual renewal has already been agreed upon after the close of the year.
These lines of credit will be renewed as they reach their expiration date.
Financial liabilities for debts with credit institutions accrue interest, both in the current year and the previous year, at variable rates referenced to the Euribor/Libor/SOFR plus a spread according to market conditions.
"Other current and non-current financial liabilities" as at December 31, 2025, mainly includes:
- Loans with subsidized interest rates from entities such as CDTI and the Ministry of Economy and Competitiveness amounting to 15,070 thousand euros.
- Suppliers of fixed assets amounting to 15,302 thousand euros.
- 25% of the purchase amount of the purchase of 60% of the companies Brasfibra Industria e Comercio de Derivados do Couro Ltda. and Master Couros Industria e Comercio de Derivados do Couro Ltda. for an amount of 3,408 thousand euros (Note 2.1).
As at December 31, 2024, the following were included:
- Loans with subsidized interest rates from entities such as CDTI and the Ministry of Economy and Competitiveness amounting to 15,496 thousand euros.
- Suppliers of fixed assets amounting to 11,643 thousand euros.
- 50% of the purchase amount of the purchase of 60% of the companies Brasfibra Industria e Comercio de Derivados do Couro Ltda. and Master Couros Industria e Comercio de Derivados do Couro Ltda. for an amount of 6,840 thousand euros (Note 2.1).
The Group recognizes the implicit interest in these loans, taking into account market interest rates.
The breakdown by currency is as follows:
| Thousands of euros | |||||
| Euros | American dollar | Czech koruna | Other currencies | Total book value | |
| 2025 | 270,186 | 8,529 | 220 | 25,140 | 304,075 |
| 2024 | 205,043 | 7,349 | 1,194 | 24,419 | 238,005 |
The limits, the amount drawn and the available credit and discount lines as at December 31 are as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Limit | 340,501 | 302,339 |
| Drawn down | 185,152 | 144,855 |
| Available | 155,349 | 157,484 |
The undiscounted value of the financial liabilities classified by maturity, as at December 31, 2025 and 2024, is as follows:
| Thousands of euros | |||||||
| Less than 1 year | From 1 to 2 years | From 2 to 3 years | From 3 to 4 years old | From 4 to 5 years old | More than 5 years | Total | |
| Principal of the debt | 227,415 | 18,606 | 21,333 | — | 443 | — | 267,797 |
| Interest | 5,562 | 381 | 27 | — | — | — | 5,970 |
| Financial liabilities with credit institutions | 232,977 | 18,987 | 21,360 | — | 443 | — | 273,767 |
| Principal of the debt | 22,497 | 2,030 | 2,297 | 2,102 | 1,334 | 4,922 | 35,182 |
| Interest | 774 | 279 | 234 | 184 | 138 | 108 | 1,717 |
| Other financial liabilities | 23,271 | 2,309 | 2,531 | 2,286 | 1,472 | 5,030 | 36,899 |
| Total as at December 31, 2025 | 256,248 | 21,296 | 23,891 | 2,286 | 1,915 | 5,030 | 310,666 |
| Thousands of euros | |||||||
| Less than 1 year | From 1 to 2 years | From 2 to 3 years | From 3 to 4 years old | From 4 to 5 years old | More than 5 years | Total | |
| Principal of the debt | 153,962 | 27,418 | 19,722 | — | — | — | 201,102 |
| Interest | 5,981 | 1,138 | 727 | 140 | 140 | 140 | 8,266 |
| Financial liabilities with credit institutions | 159,943 | 28,556 | 20,449 | 140 | 140 | 140 | 209,368 |
| Principal of the debt | 19,372 | 5,272 | 1,817 | 1,802 | 2,384 | 5,361 | 36,008 |
| Interest | 792 | 366 | 250 | 210 | 170 | 118 | 1,906 |
| Other financial liabilities | 20,164 | 5,638 | 2,067 | 2,012 | 2,554 | 5,479 | 37,914 |
| Total as at December 31, 2024 | 180,107 | 34,194 | 22,516 | 2,152 | 2,694 | 5,619 | 247,282 |
As at December 31, 2025, the Group has contracted confirming facilities whose combined limit amounts to 11,250 thousand euros (7,000 thousand euros as at December 31, 2024) and has multi-risk policies for a total amount of 13,000 thousand euros (13,000 thousand euros as at December 31, 2024).
The breakdown of the balances as at December 31, 2025 and 2024, which reflect the valuation of derivative financial instruments on those dates, is as follows:
| Thousands of euros | ||||||||
| 2025 | 2024 | |||||||
| Measured at FV through OCI | Measured at FV through P&L | Measured at FV through OCI | Measured at FV through P&L | |||||
| Financial assets | Financial liabilities | Financial assets | Financial liabilities | Financial assets | Financial liabilities | Financial assets | Financial liabilities | |
| Foreign exchange forward contracts | — | — | — | — | — | — | — | — |
| Raw material hedges | — | — | — | — | — | — | — | — |
| Long-term financial instruments | — | — | — | — | — | — | — | — |
| Foreign exchange forward contracts | 24 | — | 1,254 | — | — | — | 20 | 2,196 |
| Raw material hedges | — | — | — | — | 91 | 1,003 | — | — |
| Interest rate hedges | — | — | — | — | — | — | — | — |
| Short-term financial instruments | 24 | — | 1,254 | — | 91 | 1,003 | 20 | 2,196 |
| Total | 24 | — | 1,254 | — | 91 | 1,003 | 20 | 2,196 |
Derivatives are used solely for hedging purposes and not as speculative investments. However, when derivatives do not meet the criteria for hedge accounting, they are classified as "held for trading" for accounting purposes and are measured at fair value through profit or loss. They are presented as current assets or liabilities to the extent that they are expected to be settled within 12 months after the end of the reporting period.
| Thousands of euros | ||||
| Measured at fair value | ||||
| Through P&L | Through OCI | Total book value | Fair value | |
| Non-current derivatives | — | — | — | — |
| Current derivatives | 1,254 | 24 | 1,278 | 1,278 |
| Total Financial Assets as at December 31, 2025 | 1,254 | 24 | 1,278 | 1,278 |
| Non-current derivatives | — | — | — | — |
| Current derivatives | — | — | — | — |
| Total Financial Liabilities as at December 31, 2025 | — | — | — | — |
| Thousands of euros | ||||
| Measured at fair value | ||||
| Through P&L | Through OCI | Total book value | Fair value | |
| Non-current derivatives | — | — | — | — |
| Current derivatives | 20 | 91 | 111 | 111 |
| Total Financial Assets as at December 31, 2024 | 20 | 91 | 111 | 111 |
| Non-current derivatives | — | — | — | — |
| Current derivatives | 2,196 | 1,003 | 3,199 | 3,199 |
| Total Financial Liabilities as at December 31, 2024 | 2,196 | 1,003 | 3,199 | 3,199 |
16.1. Electricity and gas coverage
Certain production costs for the Group are linked to the cost of electricity. As a result, and to mitigate the negative impact of current electricity market volatility, in 2022 the Group, through its subsidiary Viscofan España, S.L.U., entered into a long-term contract with its electricity supplier, covering 33% of its annual consumption. The contract runs from 2023 to 2027 and establishes a fixed pool price, to which the Power Term and the Energy Term will be added.
At the end of 2023, the Group, through Viscofan España, S.L.U., signed a 30-year power purchase agreement with an energy supplier for all the energy generated by a photovoltaic plant that it will build near its facilities. The supplier is currently in the process of obtaining the necessary permits for the construction of the plant.
In 2024, the Group, through Viscofan España, S.L.U., signed a contract with an energy solutions provider for the installation and commissioning of a biomass boiler. This will allow us to reduce CO2 emissions and utilize waste from cellulose and fibrous casings. The facilities will come online in the first quarter of 2026.
All operations are carried out for own consumption without incorporating any speculative element and with the sole objective of setting a reasonable cost in the current circumstances.
16.2. Exchange rate insurance
Part of the fair valuation of foreign exchange hedges at year-end has been recognized as an expense or income in the Consolidated Statement of Profit and Loss for 2025 and 2024. The amount recognized directly in the Consolidated Statement of Comprehensive Income corresponds to designated foreign exchange hedges covering receivables or payables in currencies recognized in the Consolidated Statements of Financial Position at the closing exchange rate. No significant inefficiencies were identified in any of the derivative financial instruments entered into during fiscal years 2025 and 2024.
The Viscofan Group uses derivatives as a currency hedge to mitigate the potential negative impact that exchange rate fluctuations could have on transactions in currencies other than the functional currency of certain Group companies.
The nominal value of the main foreign exchange hedges in force as at December 31, 2025 and 2024 is as follows:
| Thousands | ||
| 2025 | 2024 | |
| US Dollar | 57,000 | 77,750 |
| Pound sterling | — | 380 |
| Canadian dollar | — | 1,500 |
| Brazilian real | — | — |
| Japanese Yen | — | 126.000 |
The breakdown of deferred tax assets and liabilities by type is as follows:
| Thousands of euros | ||||||
| Assets | Liabilities | Net | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Non-current assets | 33,766 | 18,123 | 25,848 | 22,355 | 7,918 | -4,232 |
| Current assets | 13,155 | 11,918 | 781 | 613 | 12,374 | 11,305 |
| Non-current liabilities | 6,085 | 6,251 | 1,288 | 1,085 | 4,797 | 5,166 |
| Current liabilities | 5,018 | 2,898 | 717 | 743 | 4,301 | 2,155 |
| Total as of December 31 | 58,024 | 39,190 | 28,634 | 24,796 | 29,390 | 14,394 |
Deferred tax assets related to current assets arise, among other things, from the tax on the elimination of margin on inventory acquired between Group companies, as well as from provisions on inventory that are not tax-deductible in some countries. Regarding deferred tax assets related to non-current assets, these mainly correspond to the capitalization of tax credits for negative tax bases amounting to €26,731 thousand (€10,639 thousand in 2024), and differences between accounting and tax depreciation amounting to €6,987 thousand (€6,341 thousand in 2024). Similarly, deferred tax assets related to current and non-current liabilities mainly correspond to provisions made by different Group companies and will be used for tax purposes when these provisions are applied. A large part of the provisions detailed in this note have resulted in adjustments to the taxable base in the tax settlements of the different countries.
Deferred tax liabilities for non-current assets for the years ending December 31, 2025 and 2024 arise primarily from the application of different depreciation rates in some of the Group's subsidiaries compared to those used for tax purposes. This also includes the tax effect of net capital gains on property, plant and equipment acquired in various business combinations.
The composition of deferred tax assets and liabilities recognized in the balance sheet, based on the concepts that give rise to them, is as follows:
| 2025 | 2024 | |||
| Deferred taxes | Asset | Liability | Asset | Liability |
| Taxable bases for losses (pending application) | 26,731 | — | 10,639 | — |
| Differences between accounting and tax amortization | 6,987 | 18,397 | 6,341 | 15,976 |
| Provisions for staff and other | 6,121 | 120 | 6,201 | — |
| Provisions for impairments | 5,653 | — | 5,976 | — |
| Based on IFRS 16 | 2,869 | 2,869 | 2,869 | 2,865 |
| Limitation of financial expenses | 641 | — | 710 | — |
| Other deferred taxes | 9,022 | 7,248 | 6,454 | 5,955 |
| Total as at December 31 | 58,024 | 28,634 | 39,190 | 24,796 |
The recorded tax assets corresponding to taxable bases for losses (pending application), amounting to 26,731 thousand euros, correspond to:
| Thousands of euros | ||
| Jurisdiction | 2025 | 2024 |
| Australia | 158 | 166 |
| USA | 26,573 | 10,473 |
| Total as at December 31 | 26,731 | 10,639 |
Based on the information available on the reporting date, and the projections derived from the Group's business plan for the coming years, the Group estimates that it will be able to generate sufficient taxable income to offset the taxable income recorded.
As at December 31, 2025, the Group has tax losses carried forward (Germany: €1,217 thousand; Australia: €2,291 thousand; Belgium: €1,436 thousand; United States: €8,509 thousand; Brazil: €2,018 thousand; New Zealand: €303 thousand; and Thailand: €867 thousand) that are not recognized in the balance sheet because the conditions for their recognition are not met. In addition, the Group has tax credits of €26,006 thousand (Spain: €8,326 thousand; United States: €6,901 thousand; and Uruguay: €10,779 thousand) which, in accordance with the accounting policy described in note 4.24 e), have not been capitalized, as well as other deferred taxes of €16 thousand in Spain, which have also not been recognized in the balance sheet.
The negative tax bases in the United States were generated between 2008 and 2025. Those generated between 2008 and 2017 have a legal expiration of 20 years from the date of generation, with no limit on their application. Those generated from 2018 onwards have no legal expiration and are limited to 80% of the taxable income.
Furthermore, the tax credits were generated between 2015 and 2022, have a legal expiry of 20 years from the date of generation and an application limit of 75% of taxable profits.
Additionally, the Republic of Serbia offers a tax incentive that reduces the corporate tax rate by 42% on tax returns filed from 2022 to 2031, resulting from investments in the country.
Also, in Thailand, in February 2023, the country's Investment Committee granted the Group a corporate tax incentive for investments made in the country, reducing the corporate tax rate by 60% until 2034.
During 2025, Viscofan Technology (Suzhou) Co. Ltd., a company located in China, renewed its "High Tech" rating for 3 years; therefore, the applicable tax rate is 15% instead of 25%.
Regarding taxable temporary differences in subsidiaries, the Group does not recognize any amount in this respect as at December 31, 2025 and 2024, based on its dividend distribution policy, according to which it is not likely that the accumulated earnings of the subsidiaries as at December 31, 2025, will be distributed in the foreseeable future. This unrecognized deferred tax liability would amount to approximately 7.8 million euros as at December 31, 2025 (8.2 million euros as at December 31, 2024).
The breakdown of variations by type of deferred tax assets and liabilities arising from temporary differences that have been recognized against income tax expense/(income) in the Consolidated Statement of Profit and Loss and against other results in the Consolidated Comprehensive Statement of Profit and Loss is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Non-current assets | 14,261 | 1,439 |
| Current assets | 1,690 | 964 |
| Non-current liabilities | -68 | -1,762 |
| Current liabilities | 2,690 | 125 |
| Consolidated statement of profit and loss | 18,573 | 766 |
| Non-current assets | -823 | -174 |
| Current assets | -621 | -469 |
| Non-current liabilities | -301 | -307 |
| Current liabilities | -544 | 1,168 |
| Other results from the Consolidated Statement of Comprehensive Income | -2,289 | 218 |
| Additions (Note 2.1) | -1,288 | -1,405 |
| Total variation in taxes and deferred tax liabilities | 14,996 | -421 |
The breakdown of deferred taxes that have been charged directly against other results in the Consolidated Comprehensive Statement of Profit and Loss is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Actuarial gains or losses in pension plans | -433 | -362 |
| Adjustments for changes in value of cash flow hedges | -266 | 1,088 |
| Conversion differences | -1,590 | -508 |
| Charged directly to other results of the Consolidated Comprehensive Statement of Profit and Loss | -2,289 | 218 |
The main components of corporate income tax expenditure for the years ending December 31, 2025 and 2024 are as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Corporate income tax expense for the year | 36,886 | 49,524 |
| Adjustments to income tax for prior years | -529 | 347 |
| Current tax | 36,357 | 49,871 |
| Origin and reversal of temporary differences | -18,573 | -766 |
| Deferred taxes | -18,573 | -766 |
| Expense for income tax on continuing activities | 17,784 | 49,105 |
Based on the very positive evolution of the accounts of the US subsidiary and the future benefits of the business plan projected for the next few years (Note 6), the Group has activated in 2025 negative tax bases with an impact on the Consolidated Statement of Profit and Loss of 18,009 thousand euros (2,493 thousand euros in 2024).
The reconciliation between the expense/(income) for tax on continuing activities and the result of multiplying the result before tax by the tax rate in force in Spain (Navarre) on December 31, is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Profit from the year, before taxes on continuing activities | 176,254 | 206,438 |
| Adjustments to the Taxable Base | -12,615 | -4,045 |
| Taxable base prior | 163,639 | 202,393 |
| Tax rate at 28% | 45,819 | 56,670 |
| Impact of applying the rates in force in each country | -4,982 | -8,122 |
| Deductions generated/applied in the year | -6,260 | -5,175 |
| Activation of negative tax bases | -18,009 | -2,493 |
| Adjustments to income tax for prior years and other adjustments | -2,122 | 6,905 |
| Non-recoverable withholdings for dividends from Group companies | 3,338 | 1,320 |
| Income tax expense | 17,784 | 49,105 |
The calculation of the Corporation Tax payable, for continuous activities, is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Current tax | -36,357 | -49,871 |
| Conversion differences | 584 | -508 |
| Withholdings and payments on account made | 30,317 | 33,517 |
| Total as at December 31 | -5,456 | -16,862 |
This amount is broken down in the Consolidated Statement of Financial Position as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Assets for income taxes receivable | 8,557 | 869 |
| Income tax liabilities payable | -14,013 | -17,731 |
| Total as at December 31 | -5,456 | -16,862 |
According to current legislation, taxes cannot be considered definitively settled until the filed tax returns have been audited by the tax authorities or the limitation period has come to an end, which in Spain is currently four years. As at December 31, 2025, the parent company and its subsidiaries located in Spain are subject to audit for all applicable principal taxes for the non-time-barred tax years. The situation for the remaining foreign subsidiaries depends on the laws in force in their respective countries.
Due to differing interpretations of current tax legislation, additional liabilities could arise as a result of an audit. In any case, the Directors of the Parent Company do not believe that should they arise, these liabilities would significantly affect the consolidated financial statements.
International tax reform - Pillar 2 rules
On December 21, 2024, Law 7/2024 of December 20 was published, which, among other aspects, transposes into Spanish law Directive (EU) 2022/2523 establishing a supplementary tax ("Supplementary Tax") to guarantee a global minimum level of taxation for multinational groups and large national groups ("Pillar 2 Law"), applicable retroactively to financial years beginning on or after December 31, 2023. It should also be noted that, with regard to the other jurisdictions relevant to the Group, all have, as at December 31, 2025, approved domestic legislation relating to Pillar 2, with the exception of Brazil and Uruguay (partial approval), Costa Rica, the United States, China, Mexico, and Serbia.
The Group, in its capacity as a large multinational group, is subject to said Supplementary Tax.
Additionally, an analysis was conducted based on available information, including the most recent tax returns, country-by-country reports, the financial statements of the Group's entities, and, where applicable, the transitional safe harbors provided for in Transitional Provision Four of Pillar 2 Law. This analysis concluded that in most jurisdictions where the Group operates, effective tax rates are above 15%, and therefore, no Additional Tax will be payable in those jurisdictions. However, the simplification linked to safe harbors does not apply in Serbia, Belgium, China, and Costa Rica, and only in Serbia is a negligible Additional Tax expected. Viscofan S.A., as the Group's ultimate parent company, will be responsible for filing the return and making the corresponding payment within the deadlines stipulated by Pillar 2 Law, as no domestic legislation has been adopted in Serbia.
The group has applied the mandatory temporary exception in IAS 12 relating to the accounting for deferred taxes arising from jurisdictions implementing tax regulations to ensure consistency in the financial statements while facilitating the implementation of the rules.
As indicated in note 1, the Group manufactures, distributes, and markets all types of food packaging and films. Additionally, the Group generates electricity through cogeneration plants located at its facilities in Spain and Germany with the aim of reducing energy costs, achieving energy self-sufficiency, reducing CO2 emissions, and, where applicable, selling surplus electricity.
With the Beyond25 strategic plan, commercial and operational strategies have been reoriented, distinguishing between sales of what has been called Traditional Business, which includes collagen, cellulose and fibrous technology-based casings, and sales of New Business, which includes plastic casings and the rest of the products and services, although the latter currently have a very small relative weight.
Therefore, the income obtained by the Viscofan Group can be grouped by nature into Traditional Business, New Businesses and Energy, although from a management information point of view, the activity is considered a single segment, being mostly the sale of casings.
On the other hand, Viscofan's business model is global, meaning it offers products and services sold in numerous markets worldwide, generated by the Group's assets in various locations. Each production center manufactures goods destined for multiple countries and markets. Sometimes, these manufacturing centers produce semi-finished products, which are completed in other countries for subsequent sale to a third party. This process often involves several geographically sized regions.
To facilitate management and monitoring, the Beyond25 Plan has established four geographical regions: EMEA (which includes assets in Spain, Germany, Czech Republic, Serbia, Belgium, United Kingdom, France and Russia), North America (which incorporates assets in Canada, Costa Rica, Mexico and the United States), APAC (comprising assets in Australia, China, Japan, New Zealand, and Thailand), and South America (comprising assets in Brazil and Uruguay).
Considering this business and management scheme, the Group's Management periodically analyzes, in the decision-making process, sales by geographical regions and, in any case, specific profitability in a more concrete way based on companies or assets analyzed in a more individualized manner.
Given the Group's current organizational, production and management structure, the Beyond25 strategic plan, and the information taken into account in decision-making by the highest decision-making body, the Group's Management considers that, in accordance with IFRS 8, the segment that carries out business activities that can generate income and cause expenses is unique: the sale of casings and films for food use.
However, from a commercial point of view, emphasis is placed on geographical areas as detailed below:
| Thousands of euros | |||||||
| 2025 | Spain | Rest of Europe, Middle East and Africa | Asia Pacific | North America | South America | Elimination and others | Consolidated |
| Ordinary income from external clients | 157,737 | 355,005 | 170,467 | 387,358 | 181,416 | — | 1,251,983 |
| Ordinary income from other group companies | 145,532 | 335,098 | 10,565 | 99,841 | 44,619 | -635,655 | — |
| Total ordinary income | 303,269 | 690,103 | 181,032 | 487,199 | 226,035 | -635,655 | 1,251,983 |
| Depreciation expenses | -85,196 | ||||||
| Financial income | 1,945 | ||||||
| Financial expenses | -9,868 | ||||||
| Exchange rate differences | -20,137 | ||||||
| Segment profit before tax | 176,254 | ||||||
| Total assets | 516,396 | 435,217 | 185,313 | 425,067 | 229,870 | -350,287 | 1,441,576 |
| Total fixed assets | 159,210 | 327,387 | 59,686 | 139,223 | 67,411 | -159,210 | 593,707 |
| Total liabilities | 313,252 | 117,376 | 66,462 | 197,930 | 185,172 | -371,668 | 508,524 |
| Asset acquisitions | 25,967 | 24,410 | 3,372 | 22,654 | 7,674 | — | 84,077 |
| Thousands of euros | |||||||
| Year 2024 | Spain | Rest of Europe, Middle East and Africa | Asia Pacific | North America | South America | Elimination and others | Consolidated |
| Ordinary income from external clients | 148,968 | 359,514 | 163,005 | 373,742 | 158,765 | — | 1,203,994 |
| Ordinary income from other group companies | 158,222 | 308,952 | 1,802 | 111,013 | 41,848 | -621,837 | — |
| Total ordinary income | 307,190 | 668,466 | 164,807 | 484,755 | 200,613 | -621,837 | 1,203,994 |
| Depreciation expenses | -83,794 | ||||||
| Financial income | 2,535 | ||||||
| Financial expenses | -10,370 | ||||||
| Exchange rate differences | 12,981 | ||||||
| Pre-tax profit of the segment | 206,438 | ||||||
| Total assets | 441,684 | 440,462 | 175,294 | 437,939 | 197,742 | -290,273 | 1,402,848 |
| Total fixed assets | 160,280 | 322,969 | 65,500 | 147,808 | 61,885 | -160,281 | 598,161 |
| Total liabilities | 300,407 | 134,148 | 50,287 | 238,077 | 51,847 | -310,829 | 463,937 |
| Asset acquisitions | 22,214 | 10,901 | 14,259 | 16,483 | 7,137 | — | 70,994 |
19.1. Sales and provision of services
The sales and services figure in the Consolidated Statement of Profit and Loss includes the delivery of goods to customers, services provided in the course of the Group's ordinary activities and the sale of energy, net of sales-related taxes.
The breakdown of this section, for 2025 and 2024, is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Revenue corresponding to Traditional Business | 1,033,697 | 996,610 |
| Revenue corresponding to New Business | 159,728 | 147,326 |
| Revenue corresponding to Energy | 58,558 | 60,058 |
| Total | 1,251,983 | 1,203,994 |
Ordinary income from external customers comes from the sale of casings and films for food use or other applications generally made to sausage manufacturers and, to a lesser extent, the production of electricity, for sale to third parties, through co-generation systems (see Note 4.9).
Regarding sales of wraps and films, the Group considers that there is only one type of contract with customers: sales correspond to a single performance obligation and are carried out at a single point in time.
Regarding sales of electricity production, these are recorded as the energy generated in the co-generation systems is produced and delivered.
19.2. Other income
The breakdown of the different concepts included in "Other operating income" for 2025 and 2024 is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Own work capitalised | 2,291 | 1,629 |
| Capital grants | 201 | 82 |
| Other operating income | 19,248 | 12,139 |
| Total other income | 21,740 | 13,850 |
There is no breach of the conditions or contingencies associated with the grants received.
19.3. Staff Expenses
The breakdown of "Staff Expenses" for 2025 and 2024 is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Wages, salaries and similar payments | 226,169 | 214,079 |
| Severance payments | 2,431 | 2,582 |
| Current service cost defined benefit plans (Note 13.1) | 208 | 229 |
| Social Security to be paid by the company | 44,018 | 39,833 |
| Other social contributions and taxes | 19,543 | 17,555 |
| Total staff expenses | 292,369 | 274,278 |
The number of people employed by the Group during 2025 and 2024, broken down by category and gender, is as follows:
| Number of people employed at the end of the period | ||||||
| Men | Women | Total 2025 | Men | Women | Total 2024 | |
| Executives | 109 | 38 | 147 | 87 | 23 | 110 |
| Technicians and Managers | 1,020 | 426 | 1,446 | 969 | 392 | 1,361 |
| Administrative | 76 | 211 | 287 | 70 | 188 | 258 |
| Specialized staff | 727 | 246 | 973 | 687 | 224 | 911 |
| Operators | 2,139 | 929 | 3,068 | 1,946 | 737 | 2,683 |
| Total | 4,071 | 1,850 | 5,921 | 3,759 | 1,564 | 5,323 |
| Average number of people employed | ||||||
| Men | Women | Total 2025 | Men | Women | Total 2024 | |
| Executives | 109 | 37 | 146 | 91 | 26 | 117 |
| Technicians and Managers | 983 | 407 | 1,390 | 940 | 382 | 1,322 |
| Administrative | 76 | 197 | 273 | 61 | 180 | 241 |
| Specialized staff | 705 | 231 | 936 | 681 | 216 | 897 |
| Operators | 2,091 | 885 | 2,976 | 1,901 | 685 | 2,586 |
| Total | 3,964 | 1,757 | 5,721 | 3,674 | 1,489 | 5,163 |
Due to the circumstances of the production process, Viscofan, S.A. had been entitled since May 3, 2017, and renewed on November 13, 2023 by Resolution 313/2023 of the Directorate of the Navarre Employment Service, to the recognition of exceptionality that justifies the adoption of alternative measures for compliance with the requirement to reserve jobs for workers with disabilities and, as an alternative measure, authorizes the conclusion of civil or commercial contracts with Special Employment Centers, for a validity of three years.
The number of employees at companies located in Spain, with a recognized level of disability equal to or greater than 33%, who are reported in accordance with Royal Decree 602/2016, of December 2, amounts to 5 workers (4 operators and 1 administrative); 5 workers (4 operators and 1 administrative) in 2024.
The Group collaborates with special employment centers in Spain and other countries to carry out certain tasks that contribute to the performance of our productive activity.
The total number of employees with disabilities at the Group has reached 77 (66 men and 11 women). In 2024, the number of employees with disabilities was 66 (60 men and 6 women).
19.4. Other operating expenses
The breakdown of "Other operating expenses" for 2025 and 2024 is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Research and development expenses | 4,084 | 3,946 |
| Repairs and maintenance | 35,979 | 35,244 |
| Environment | 11,696 | 10,758 |
| Supplies | 87,497 | 85,964 |
| Plant expenses (security, cleaning and others) | 36,798 | 32,900 |
| Leases | 8,335 | 8,102 |
| Insurance premiums | 8,336 | 7,341 |
| Taxes | 8,004 | 6,820 |
| Administrative and operational expenses | 71,302 | 67,588 |
| Other expenses | 10,766 | 8,739 |
| Total other operating expenses | 282,797 | 267,402 |
"Lease" expenses include royalties, as well as short-term rentals not covered by IFRS 16 Leases.
19.5. Financial Income and Expenses
The breakdown of financial income and expenses for 2025 and 2024, based on the origin of the items that comprise it, is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Financial income | 1,945 | 2,535 |
| Borrowings with credit institutions and other financial liabilities | -9,100 | -9,735 |
| Net financial cost of pension plans and long-term remuneration. | -768 | -635 |
| Financial expenses | -9,868 | -10,370 |
| Adjustment of fair value to financial investments | -480 | -248 |
| Positive exchange rate differences | 9,156 | 36,207 |
| Negative exchange rate differences | -29,293 | -23,226 |
| Exchange rate differences | -20,137 | 12,981 |
| Total financial income (expenses) | -28,540 | 4,898 |
20.1. Basic
Basic earnings per share are calculated by dividing the profit for the year attributable to the holders of equity instruments of the parent company by the weighted average of ordinary shares outstanding during the year, excluding treasury shares.
The breakdown of the basic earnings per share calculation is as follows:
| 2025 | 2024 | |
| Weighted average number of ordinary shares outstanding | 45,656,226 | 45,548,368 |
| Profit from continuing operations attributable to holders of equity instruments of the parent company (thousands of euros) | 159,917 | 157,019 |
| Basic earnings per share (in euros) | 3.50 | 3.45 |
| 2025 | 2024 | |
| Average number of ordinary shares outstanding | 46,500,000 | 46,500,000 |
| Effect of treasury shares | -843,774 | -951,632 |
| Weighted average number of ordinary shares outstanding as at December 31 | 45,656,226 | 45,548,368 |
20.2. Diluted
Diluted earnings per share are calculated by adjusting the profit for the year attributable to holders of equity instruments of the Parent Company and the weighted average of the ordinary shares outstanding, for all the dilutive effects inherent in potential ordinary shares.
The diluted earnings per share incorporates the effect of the Group's share plan, detailed in note 22.3. It includes the ordinary shares that will be issued based on the degree of achievement of the conditions set out at the end of the period foreseen for their fulfillment.
| 2025 | 2024 | |
| Weighted average number of ordinary shares outstanding | 45,479,209 | 45,699,511 |
| Profit from continuing operations attributable to holders of equity instruments of the parent company (thousands of euros) | 159,917 | 157,019 |
| Basic earnings per share (in euros) | 3.52 | 3.44 |
There will be no dilution effect due to the capital increase that will be carried out for the payment of the supplementary dividend within the framework of the Viscofan flexible remuneration program, since it is planned to reduce the share capital of the Parent Company through the redemption of treasury shares (Note 12.6).
Risk management is controlled by the Group in accordance with policies approved by the Board of Directors. Section E, Risk Management and Control Systems, of the Parent Company's Annual Corporate Governance Report describes the risk control system, listing those risks that may affect the achievement of objectives, their manifestation during 2025, and the response and monitoring plans. In this Note, we will focus on the financial risks described below.
The Group's activities are exposed to various financial risks: foreign exchange risk, credit risk, liquidity risk, interest rate risk on cash flows and fair value risk, as well as fuel price risk and emissions trading risk. The Group's global risk management program focuses on the uncertainty of financial markets and seeks to minimize potential adverse effects on the Group's financial performance. The Group uses derivatives to hedge some of the above risks.
21.1. Exchange rate risk
The Group operates internationally and is therefore exposed to foreign exchange risk from currency transactions, particularly with the US dollar. This exchange rate risk arises from future Commercial transactions, recognized assets and liabilities, and net investments in foreign businesses.
The Group's risk management policy is to hedge the net balance between receipts and payments in currencies other than the functional currency that represent the greatest net exposure. To this end, foreign exchange forward contracts are formalized during the annual budget preparation process, based on the expected EBITDA for the following year, the anticipated net exposure and the degree of risk the Group is willing to assume.
The following table shows the sensitivity that a possible variation in the exchange rate of some of the currencies of the countries where the Group carries out its activity would have had on net profit for the year, while the other variables remain unchanged:
| Thousands of euros | ||||
| 2025 | 2024 | |||
| + 5% | - 5% | + 5% | - 5% | |
| Dólar USA | 12,164 | -10,678 | 13,030 | -10,261 |
| Corona Checa | -2,120 | 1,919 | -1,662 | 1,504 |
| Real Brasileño | -2,146 | 1,943 | -2,331 | 2,110 |
| Yuan Renmimbi Chino | 1,543 | -1,395 | 1,061 | -959 |
The following table shows the effect on consolidated equity of changes in the exchange rate of some of the currencies of the countries where the Group operates:
| Thousands of euros | ||||
| 2025 | 2024 | |||
| + 5% | - 5% | + 5% | - 5% | |
| Dólar USA | 7,046 | -6,375 | 11,015 | -10,647 |
| Corona Checa | 7,772 | -7,032 | 4,759 | -4,306 |
| Real Brasileño | 1,666 | -1,507 | 2,796 | -2,530 |
| Yuan Renmimbi Chino | 5,265 | -4,764 | 5,031 | -4,552 |
21.2. Credit risk
Viscofan Group's main financial assets are cash and cash equivalents, trade receivables and other receivables and investments, which represent the Group's maximum exposure to credit risk.
Viscofan Group's credit risk is primarily attributable to its trade payables. The amounts are reflected in the consolidated balance sheet net of provisions for bad debts, estimated based on past experience, the age of the receivables, and an assessment of the current economic environment. This represents the maximum amount of exposure to this risk.
The Viscofan Group does not have a significant concentration of credit risk, as its exposure is distributed across various countries and a large number of counterparties and customers. In this respect, no single customer or group of related companies represents sales and receivables exceeding 10% of the total risk.
The Group has an established credit policy, and exposure to collection risk is managed in the normal course of business. Credit assessments are performed for all clients requiring credit above a certain amount. Furthermore, the standard practice of the Group's companies is to partially hedge the risk of non-payment through credit and surety insurance, which typically covers 90% of each client's debt. For high-risk countries, the hedge is reduced to 80%. For countries not covered by any insurance company, guarantees such as advances and deposits are required.
The credit risk of liquid funds and derivative financial instruments is limited because the counterparties are banking entities that have been assigned high ratings by international credit rating agencies.
The directors estimate that as at December 31, 2025, there are no significant assets that could be impaired relative to their net book value.
21.3. Liquidity Risk
The Group manages liquidity risk prudently, based on maintaining sufficient cash and marketable securities, ensuring access to financing through a sufficient amount of committed credit facilities, and having sufficient capacity to liquidate market positions. Given the dynamic nature of the underlying businesses, the Group aims to maintain financing flexibility through the availability of contracted credit lines.
In this regard, a proper follow-up is carried out on a monthly basis on the expected collections and the payments to be made in the coming months, and any deviations in the expected cash flows in the previous month are analyzed in order to identify possible deviations that could affect liquidity.
The following ratios show the liquidity situation as at December 31, 2025 and 2024:
| Thousands of euros | ||
| 2025 | 2024 | |
| Current assets | 781,502 | 761,665 |
| Current liabilities | -393,849 | -346,661 |
| Working capital | 387,653 | 415,004 |
| Current liabilities | 393,849 | 346,661 |
| Working capital/current liabilities ratio | 98.43% | 119.71% |
| Cash and other cash equivalents | 62,790 | 55,143 |
| Available on credit facility (Note 15) | 155,349 | 157,484 |
| Treasury + credit availability and discount | 218,139 | 212,627 |
| Percentage of treasury + credit and discount availability / current liabilities | 55.39% | 61.34% |
The amounts available in credit and discount lines do not include confirming facilities or multi-risk policies detailed in Note 15.
During 2025 and 2024, there were no defaults or other non-payments of principal, interest, or amortization on debts to credit institutions. Likewise, no defaults are anticipated for 2026.
21.4. Interest rate risk in cash flows and fair value
The Group manages interest rate risk by maintaining a balanced portfolio of fixed and variable rate loans and credits. As at December 31, 2025, approximately 29% of the Group's loans are remunerated at a fixed interest rate (33% in 2024).
The Group does not own significant remunerated assets.
The structure of financial debt subject to interest rate risk as at December 31, 2025 and 2024, after considering the hedges through the contracted derivatives, is as follows:
| Thousands of euros | ||
| 2025 | 2024 | |
| Debts with credit institutions | 268,893 | 201,997 |
| Other financial liabilities (*) | 19,880 | 24,365 |
| Total financial debt | 288,773 | 226,362 |
| Fixed interest rate | 84,655 | 67,198 |
| Variable interest rate | 204,118 | 159,164 |
(*) Excluding suppliers of fixed assets and lease liabilities
During 2025 and 2024, variable interest rate financing is mostly referenced to the Euribor, the SOFR and the Libor-dollar.
Furthermore, the Group is exposed to changes in the interest rates used to calculate pension plan obligations (see Note 13.1).
The following table shows the sensitivity that a possible variation in discount and/or interest rates of 1% would have had on profit for the year:
| Thousands of euros | ||||
| 2025 | 2024 | |||
| + 1% | - 1% | + 1% | - 1% | |
| Obligaciones planes de pensiones | ||||
| Alemania | -133 | 135 | -144 | 141 |
| Estados Unidos | -208 | 220 | -225 | 211 |
| Planes en otros paises | -11 | 11 | -20 | 21 |
| Deuda financiera | ||||
| Euribor | -1,823 | 1,832 | -1,539 | 1,547 |
21.5. Fuel price risk (gas and other petroleum derivatives)
The Viscofan Group is exposed to variations in the price of gas and other fuels used in the casing production process.
The Group's policy is to try to fix the prices of the main fuels, either by entering into one-year contracts with suppliers or by hedging (Note 16.1). This aims to mitigate the impact of price fluctuations on the Consolidated Statement of Profit and Loss.
The following table shows the sensitivity that a possible 10% variation in the price of gas would have had on the operating result:
| Thousands of euros | ||
| 2025 | 2024 | |
| + 10% | -4,429 | -5,075 |
| - 10% | 4,432 | 5,073 |
21.6. Emission rights price risk
Pursuant to the provisions of note 8, the consumption of emission allowances in 2025 amounted to 242,857 tonnes (272,095 tonnes in 2024) and has represented an expenditure of 15,914 thousand euros (17,068 thousand euros in 2024).
The sensitivity to a possible variation in the average consumption price of emission allowances of 10% in operating profit would be:
| Thousands of euros | ||
| 2025 | 2024 | |
| + 10% | -1,591 | -1,707 |
| - 10% | 1,591 | 1,707 |
22.1. Board members
The remuneration of the directors is set out in article 29 ter. of the statutes and in the remuneration policy approved by the general shareholders' meeting.
The breakdown of the remuneration for the members of the Board of Directors in 2025 and 2024 is presented below:
| Thousands of euros | ||||||||
| Salaries | Fixed remuneration | Subsistence allowance | Short-term variable compensation | Variable remuneration to L.P. | Membership compensation Commissions | Other concepts | Total | |
| D. José Domingo de Ampuero y Osma | — | 655 | 31 | — | — | — | — | 686 |
| D. José Antonio Canales García | 800 | 80 | — | 291 | — | — | 64 | 1,235 |
| D. Jaime Real de Asúa y Arteche | — | 105 | 31 | — | — | 38 | — | 174 |
| Dª. Agatha Echevarría Canales | — | 80 | 31 | — | — | 30 | — | 141 |
| D. Santiago Domecq Bohórquez | — | 80 | 28 | — | — | 25 | — | 133 |
| Dª. Laura González Molero | — | 80 | 29 | — | — | 55 | — | 164 |
| Dª. Cristina Henríquez de Luna Basagoiti | — | 80 | 29 | — | — | 30 | — | 139 |
| D. Andrés Arizcorreta García | — | 80 | 31 | — | — | 70 | — | 181 |
| D. Javier Fernández Alonso | — | 80 | 29 | — | — | 30 | — | 139 |
| Dª. Verónica Pascual Boé | — | 80 | 29 | — | — | 25 | — | 134 |
| Total 2025 | 800 | 1,400 | 268 | 291 | — | 303 | 64 | 3,126 |
There have been no changes to the company's Board of Directors in 2025.
| Thousands of euros | ||||||||
| Salaries | Fixed remuneration | Subsistence allowance | Short-term variable compensation | Variable remuneration to L.P. | Membership compensation Commissions | Other concepts | Total | |
| D. José Domingo de Ampuero y Osma | — | 655 | 30 | — | 1,031 | — | 1,312 | 3,028 |
| D. José Antonio Canales García | 775 | 80 | — | 347 | 1,193 | — | 57 | 2,452 |
| D. José María Aldecoa Sagastasoloa | — | 35 | 12 | — | — | 8 | — | 55 |
| D. Jaime Real de Asúa y Arteche | — | 97 | 30 | — | — | 37 | — | 164 |
| Dª. Agatha Echevarría Canales | — | 80 | 30 | — | — | 30 | — | 140 |
| D. Santiago Domecq Bohórquez | — | 80 | 30 | — | — | 25 | — | 135 |
| Dª. Laura González Molero | — | 80 | 28 | — | — | 54 | — | 162 |
| Dª. Cristina Henríquez de Luna Basagoiti | — | 80 | 30 | — | — | 30 | — | 140 |
| D. Andrés Arizcorreta García | — | 80 | 30 | — | — | 65 | — | 175 |
| D. Javier Fernández Alonso | — | 80 | 30 | — | — | 30 | — | 140 |
| Dª. Verónica Pascual Boé | — | 80 | 28 | — | — | 19 | — | 127 |
| Total 2024 | 775 | 1,427 | 278 | 347 | 2,224 | 298 | 1,369 | 6,718 |
In 2024, variations in directors' remuneration in their capacity as such are due to changes in the composition of the Board and Committees and in the performance of their duties. In this regard, under Fixed Remuneration, the remuneration of director Mr. Jose María Aldecoa Sagastasoloa for his duties as Lead Director until his resignation as a director following the Annual General Shareholders' Meeting in April 2024 is shown; from that date, he was replaced by and remuneration as Lead Director has been paid to Mr. Jaime Real de Asúa Arteche.
The Board of Directors at its meeting on December 20, 2023, adopted the agreement to change the model from an executive chairmanship to a non-executive chairmanship with effect from January 1, 2024, which includes the appointment of a Chief Executive Officer.
Consequently:
- Mr. José Domingo de Ampuero y Osma, effective from January 1, 2024, ceased his executive functions in the Parent Company and in the Group, continuing his mandate as non-executive Chairman of the Board of Directors, consequently moving to the category of "other external directors".
- Mr. José Antonio Canales García, the current Managing Director, was appointed CEO of Viscofan also effective January 1, 2024.
Mr. José María Aldecoa Sagastasoloa completed 12 uninterrupted years as a director of Viscofan during 2024. In order to ensure that at least 50% of the Board members were independent, Mr. Aldecoa, in a letter dated January 25, 2024, addressed to the Chairman and the entire Board of Directors, submitted his resignation, effective from the date of the 2024 Annual General Shareholders' Meeting, as a director and member of the various committees to which he belonged, before the end of his statutory term in 2026. His resignation therefore became effective on April 18, 2024. At the aforementioned Annual General Meeting, a reduction in the number of directors from 11 to 10 members was also adopted.
The Chief Executive Officer, Mr. José Antonio Canales, has accrued variable remuneration of €291,000 in the short term (€347,000 in the short term in 2024). This has been calculated based on parameters such as EBITDA, net profit, sales, and share value, among others, which were determined in accordance with the annual plan, as well as his personal performance, as detailed in the Annual Report on Directors' Remuneration, section B.7.
In relation to the Chief Executive's Long-Term Incentive Plan for the 2025-2027 period (Note 22.3), as at December 31, 2025, an amount of 245 thousand euros was recognized in the liabilities and equity of the Parent Company.
The remuneration of the Long-Term Incentive Plan corresponding to the period 2022-2024 amounted to a total of 2,224 thousand euros for the Chairman of the Board, for the recognition of the proportional part of the long-term Incentive Plan or Three-Year Bonus 2022-2024 that as executive director he had recognized until he ceased in his executive functions, and the Chief Executive Officer: 290 thousand euros in cash and 12,147 shares valued at the closing price of the share on 31 December 2024 for the Chairman of the Board and 336 thousand euros in cash and 14,054 shares valued at the closing price of the share on 31 December 2024 for the Chief Executive Officer, an amount that was paid after its approval at the General Shareholders' Meeting.
"Other concepts", includes 64 thousand euros (57 thousand euros in 2024) for life and accident insurance, health insurance and company vehicle premiums.
Furthermore, the Chairman of the Board of Directors, effective January 1, 2024, at the request of the Parent Company, ceased his executive functions, and consequently, the commercial service agreement between the Chairman and the Parent Company was terminated. Pursuant to the provisions of the Policy and the aforementioned agreement, the right to severance pay equivalent to two years' salary of the Chairman, amounting to €1,312,000, accrued and was paid in 2024, as included in this section.
The Parent Company has a Directors and Officers (D&O) liability insurance policy, covering both executive and non-executive directors, as well as officers of the Parent Company and its subsidiaries. Under this policy, directors are considered insured parties for any liabilities they may incur as a result of performing their duties. During the 2025 fiscal year, premiums for directors' and officers' liability insurance for damages caused in the performance of their duties amounted to €96,000 (€96,000 in 2024).
As at December 31, 2025 and 2024, the Viscofan Group has not granted any type of advance or loan, nor has it incurred any obligations regarding pensions or other long-term savings schemes, nor any type of guarantee granted in favor of any member of the Board of Directors, current or former, or to persons or entities related to them. During 2025 and 2024, the members of the Board of Directors and persons or entities related to them have not carried out any transactions with the Parent Company or with the Group companies that are outside the ordinary course of business or under conditions other than market conditions.
With regard to Article 229 of the Spanish Companies Act, the directors of Viscofan, S.A. have stated that they have no conflicts of interest with the Company. Regarding the transactions carried out with Banca March S.A., consisting of the renewal of a credit line by Viscofan España S.L.U., the directors thereof, pursuant to Article 231 of the Spanish Companies Act, and in accordance with Article 228(c) of the Spanish Companies Act, abstained from participating in the deliberation and voting on the corresponding resolutions or decisions (Audit Committee meeting of January 22, 2025, and Board of Directors meeting of January 23, 2025).
The Viscofan Group has a contract with its executive director that includes safeguard clauses. Termination of this contract under certain objective circumstances, not attributable to the director, may entitle the director to remuneration equal to twice their fixed remuneration, an amount that also includes a two-year non-compete clause.
22.2. Senior Management
The breakdown of individuals holding senior management positions as at December 31, 2025 is as follows:
| Corporate Management Department | |
| D. Luis Bertoli | Managing Director for the SAM (South America) region |
| D. Andrés Díaz | Managing Director for the EMEA (Europe, Middle East, and Africa) region |
| D. Gabriel Larrea | Managing Director for the NAM (North America) region |
| D. Juan Negri | Managing Director for the Asia Pacific region |
| D. Oscar Ponz | Managing Director of New Business Development |
| Dª. María Carmen Peña | Chief Financial Officer |
| D. Jesús Calavia | Chief Operating Officer |
| D. Ignacio Goñi | Chief Commercial Officer |
| D. José Angel Arrarás | Chief R&D and Quality Officer |
| D. Armando Ares | Chief Investor Relations, Communications, and Sustainability Officer |
| D. Borja López | Chief Digital Transformation Officer |
| D. Alejandro Bergaz | Chief Internal Audit Officer |
| D. José Antonio Cortajarena | Secretary of the Board of Directors and Chief Legal Officer |
| D. José Ignacio Recalde | Chief Diversification and Technology Officer |
| D. Domingo González | Chief Strategy Officer |
| Dª. Beatriz Sesma | Chief Human Resources Officer |
In 2025 there have been no changes in the Group's corporate management.
As a result of the new strategic plan Beat'30, effective January 1, 2026, Viscofan will implement the following changes in its senior management organizational chart:
- Gabriel Larrea, former CEO of North America, is appointed as Chief Supply Chain Officer (CSO) leading the management of the value chain which includes: purchasing, planning, sequencing, logistics, warehousing and customer service.
- Consequently, Guillermo Eguidazu, current CEO of Viscofan USA, is appointed as CEO of North America.
- Domingo González is appointed CEO of the Health division, which includes the businesses that were previously grouped under the concept of Nutra-medical-pharma, and the diversification area, a role that he will combine with his current position as Chief Strategy Officer.
- Óscar Ponz, former CEO of New Business, is appointed CEO of Pet treats, also assuming the role of Deputy CEO of EMEA.
In 2024, Domingo González was appointed Strategy Director of the Viscofan Group with the aim of driving the strategic transformation in the second phase of the Beyond25 strategic plan.
Also in 2024, Armando Ares was appointed Director of Sustainability, driven by the growing demands for sustainability that necessitate promoting projects and coordination in this area throughout the Group. He combines this role with his duties as Director of Investor Relations and Communications for the Viscofan Group.
In July 2024, Borja López joined Viscofan as Director of Digital Transformation for the Viscofan Group.
During 2025, the remuneration received by key management staff amounted to €5,165,000. In 2024, the remuneration amounted to €11,842,000.
With regard to the Long-Term Incentive Plan for the period 2025-2027 (Note 22.3), as at December 31, 2025, an amount of €1,031 thousand has been recognized in the liabilities and equity of the Parent Company. The figure as at December 31, 2024, included the remuneration of the Long-Term Incentive Plan in the amount of €6,954 thousand, consisting of €1,959 thousand in cash and 81,892 shares valued at the closing share price on December 31, 2024, an amount that was paid after its approval at the Annual General Shareholders' Meeting.
These amounts do not include the remuneration of the two executive directors, Mr. José Antonio Canales García and Mr. José Domingo de Ampuero y Osma, details of which have been provided above.
The Parent Company has liability insurance for directors, both executive and non-executive, as well as for managers of the Parent Company and of the Group's subsidiary companies, mentioned in point 22.1.
22.3. Long-Term Incentive Plan
The Board of Directors of Viscofan, S.A., in a session held on February 27, 2025 and on the proposal of the Appointments, Remuneration and Sustainability Committee, approved a Long-Term Incentive Plan for the period 2025-2027 for the executive director of the Parent Company, managers and other key staff of the Viscofan Group, which, subject to compliance with the objectives thereof, will result in the delivery of a cash amount and shares of the Parent Company. In accordance with the provisions of Article 219 of the consolidated text of the Capital Companies Law approved by Royal Legislative Decree 1/2010, of July 2, and Article 29.2 of the Articles of Association of Viscofan, the Plan was submitted, with respect to the executive directors of the Parent Company, to the approval of the General Shareholders' Meeting, under the terms provided for in current legislation and in the Directors' Remuneration Policy.
The Plan consists of an extraordinary, multi-year and mixed incentive, payable in cash and shares of the Parent Company, which, after the application of certain coefficients, based on the degree of achievement of certain objectives in the measurement period (2025-2027), determines in favor of the beneficiaries, (i) the payment of a cash amount and, (ii) on the basis of an initial number of shares allocated, the effective delivery of shares of Viscofan, S.A. on the scheduled payment date.
The parameters to be taken into account during the measurement period were the following:
- Total shareholder return
- Creating sustainable value in environmental matters.
- Creating sustainable value in social matters
The Plan has 140 beneficiaries, although due to new additions or mobility or changes in professional level, the number of beneficiaries may increase to approximately 160 beneficiaries, respecting the economic limits established in the Plan.
The Plan will be payable and settled within the month following the approval by the Company's General Meeting of the financial statements for 2027 (“Settlement Date”), that is, within the first half of 2028. Beneficiaries who voluntarily withdraw before the Settlement Date will lose all rights derived from it.
The Plan has the following limitations:
- Regarding the portion to be settled in shares, the Plan provides for the allocation of a maximum of 315,000 shares for the Target Incentive and 472,500 shares for the Maximum Incentive for overperformance.
- Regarding the portion to be settled in cash, the Plan provides for a maximum payment, for all beneficiaries, of 15 million euros in the case of a Target Incentive and 22.5 million euros in the case of a Maximum Incentive for overcompliance.
The amounts and maximum number of shares for the Chief Executive Officer are as follows:
- Target incentive (100% achievement of objectives), a maximum of 27,718 shares and 720,012 euros in cash.
- In the case of Maximum Incentive for overperformance, the incentive may reach a maximum of 41,577 shares and 1,080,018 euros in cash.
As at December 31, 2025, the recognized liability amounts to 4,694 thousand euros, of which 1,247 thousand euros have been recorded within Equity.
Regarding the 2022-2024 Three-Year Plan, starting from 152 initial beneficiaries, due to new additions and employee mobility, the final number of beneficiaries of the Plan was 147, respecting the maximum limit authorized in both cash and shares.
At the proposal of the Appointments, Remuneration and Sustainability Committee, the Board of Directors of the Parent Company, in its session of February 13, 2025, determined a degree of achievement of the 2022-2024 Three-Year Plan, global for all parameters and metrics of 105.4% (Total shareholder profitability; Environmental sustainability; Social sustainability).
In accordance with the terms of the Plan, the delivery of the shares and the payment of the consolidated amount took place after the holding of the 2025 General Shareholders' Meeting.
Thus, the Plan represented a total of €19,551 thousand for the Group in the 2024 consolidated accounts, including 232,527 shares. As at December 31, 2024, the recognized liability amounted to €16,396 thousand, of which €6,508 thousand was recorded within Equity.
The amounts and number of shares for the executive directors were as follows:
- For the Chairman, 290,000 euros and 12,147 shares
- For the CEO, 336 thousand euros and 14,054 shares
Transactions with directors and senior management are those detailed in Note 22. No material transactions have been carried out with the Company or its group of companies that were outside the ordinary course of business or not carried out under normal market conditions.
According to Article 231 of the Capital Companies Law, none of the companies that are part of the Viscofan Group have carried out operations with related parties.
However, during 2025 the Group carried out transactions with Banca March S.A., a financial institution related to Corporación Financiera Alba, S.A., which held 14.25% of the Company's shares as at December 31, 2025 (14.25% as at December 31, 2024). In January 2025, the credit line with a limit of €10 million, originally established in 2023 and renewable annually until January 2026, was renewed. No additional services were received from companies linked to this shareholder in either 2025 or 2024. All transactions were conducted under normal market conditions.
In the Viscofan Group's double materiality analysis, described in the Consolidated Non-Financial Information Statement and Sustainability Information (section 1.1.4.), which forms an integral part of the Consolidated Management Report, the following have been identified as material aspects in relation to climate change, pollution and resource use and the circular economy.
For the proper management and mitigation of incidents and risks, within the framework of the general sustainability policy and in accordance with the United Nations Sustainable Development Goals, Viscofan has an environmental policy that addresses, among other things, these aspects, complemented by specific climate change policies, and a pollution control and reduction policy.
Viscofan's climate change policy focuses on adopting measures to reduce greenhouse gas emissions and promoting energy efficiency and the use of renewable energy. Meanwhile, its pollution control and reduction policy advocates for the implementation of clean technologies and the adoption of industrial practices that minimize polluting emissions. The environmental policy encompasses a series of guidelines, with particular emphasis on those aimed at minimizing waste generation.
These policies, in conjunction with the Sustainability Action Plan and the Net Zero 2050 Plan, form the basis for implementing specific response plans designed to anticipate or mitigate potential future financial impacts. This action plan is structured around a series of specific and measurable objectives, enabling Viscofan to periodically assess its progress in meeting its sustainability commitments.
In accordance with this strategy and based on the tolerance analysis of the possible anticipated financial effects, no impairments of current assets have been identified and no significant investments are contemplated to adapt to these risks and the commitments established in the aforementioned plan.
For further details, see the Consolidated Non-Financial Information Statement and Sustainability Information, which provides a description of the policies, risks and actions undertaken by Viscofan in these areas.
The cost of property, plant and equipment related to environmental projects held by the Group as at December 31, 2025 is 128,362 thousand euros (112,303 thousand euros as at December 2024) and an accumulated amortization of 42,366 thousand euros (35,815 thousand euros as at December 2024).
The main investment projects, totaling €16,059,000, have been carried out in facilities for the treatment of gases generated in the production process. Investments in environmental management in 2024 amounted to €17,980,000.
During 2025, the Group incurred expenses of €11,696,000 for the protection and improvement of the environment. In 2024, the amount was €10,758,000.
The Group has taken out civil liability insurance policies that cover damages to third parties caused by accidental and unintentional pollution; these insurances cover any possible risk in this respect and to date there have been no significant claims in environmental matters.
The Directors of the Parent Company consider that it is not necessary to establish additional provisions to cover possible expenses or risks related to environmental actions.
During 2025 and 2024, the Viscofan Group did not have any relevant environmental sanctions.
During the years ending December 31, 2025 and 2024, the auditing firm for the Group's consolidated financial statements, PricewaterhouseCoopers Auditores, S.L., and those other companies with which said firm maintains any of the links referred to in the Fourteenth Additional Provision of the Law on Measures for the Reform of the Financial System, have accrued net fees for professional services, except for "Other services" which are based on their billing date, as detailed below:
| Thousands of euros | |||
| Year 2025 | In the parent company | In the rest of the companies | Total |
| PwC Auditores, S.L. | 134 | 160 | 294 |
| Red de PwC | — | 592 | 592 |
| Audit services | 134 | 752 | 886 |
| PwC Auditores, S.L. | 149 | 8 | 157 |
| Red de PwC | — | 66 | 66 |
| Other audit-related services | 149 | 74 | 223 |
| Total as of December 31, 2025 | 283 | 826 | 1,109 |
| Thousands of euros | |||
| Year 2024 | In the parent company | In the rest of the companies | Total |
| PwC Auditores, S.L. | 131 | 156 | 287 |
| Red de PwC | — | 499 | 499 |
| Audit services | 131 | 655 | 786 |
| PwC Auditores, S.L. | 124 | 8 | 132 |
| Red de PwC | — | 39 | 39 |
| Other audit-related services | 124 | 47 | 171 |
| Total as of December 31, 2024 | 255 | 702 | 957 |
The amount of audit fees with firms other than the main auditor amounts to 118 thousand euros (135 thousand euros in 2024).
The following events have occurred after the closing date of December 31, 2025:
- Proposed dividend distribution:
At its meeting of February 26, 2026, the Board of Directors resolved to propose to the Shareholders' Meeting a gross amount for the Final Dividend of €1.757 per share. Consequently, taking into account the 2025 Interim Dividend of €1.483 per share and the attendance bonus for the Annual General Meeting of €0.01 per share, the total remuneration payable to shareholders will be €3.25 per share. Of this estimated amount of €3.25 per share, €2.25 corresponds to the increasing ordinary remuneration that the Board of Directors has been proposing to the Annual General Meeting in recent years (€2.135 per share for 2024), while the additional €1 per share to reach the total estimated amount would be considered extraordinary in light of current market conditions and the Company's situation.
The payment of the Supplementary Dividend is expected to be made in June 2026.
- Share buyback program:
On February 26, 2026, the Board of Directors of Viscofan, S.A. agreed to launch a share buyback program (the “Buyback Program”) which will aim to reduce share capital by redeeming treasury shares acquired under the “Viscofan Flexible Dividend” programs that the Company may approve for 2026. This reduction in share capital is intended to avoid dilution for those shareholders who choose to receive their remuneration through the delivery of new fully paid-up shares.
The Buyback Program will last for 1 year, starting on March 2, 2026 and remaining in effect until March 1, 2027 (both included).
The maximum total amount of the Share Buyback Program will be up to €150 million. Under no circumstances may the number of shares to be acquired exceed 2,700,000, approximately 5.8% of the Company's share capital as at today.
- Capital reduction:
Furthermore, at the same meeting of February 26, 2026, the Board of Directors agreed to propose to the Shareholders' Meeting a capital reduction of up to €350,000 corresponding to 500,000 shares acquired under the share buyback program initiated on November 25, 2025. This reduction will be implemented following its approval, presumably during May 2026. The treasury shares being cancelled were all acquired under the share buyback program, which began on November 25, 2025, was announced in a Inside Information notice dated November 24, 2025, published on the website of the Spanish National Securities Market Commission (CNMV), and concluded on February 24, 2026.
No noteworthy events other than those mentioned above occurred between year end and the date of preparation of these financial statements.