7.1Acquisitions and Disposals of Subsidiaries

7.1.1Acquisitions 2025

Payment of Purchase Consideration Servair

In 2025, the Group acquired an additional 5.0% equity stake in Servair for a consideration of EUR 24.9m under the existing call-put option agreement linked to the initial acquisition completed in 2017. As the Group continues to consolidate Servair and attributes 100% of the result to the Group, the transaction reflects an increase in legal ownership rather than the acquisition of non-controlling interests. The payment reduces the remaining liability recognized of EUR 130.9m (Note 3.11) in connection with this agreement and is accounted for as a settlement of the fair value of the consideration established at the initial business combination. Accordingly, it is presented as an investing cash flow. As of December 31, 2025, this payment increased the Group’s total legal ownership in Servair to 75.0%.

7.1.2Acquisitions 2024

Acquisition of Packaging Business in Spain

In 2024, the Group acquired the assets of a leading Spanish packaging company specializing in plastic solutions, which had recently entered pre-insolvency proceedings due to significant market changes and liquidity issues. The acquisition was structured as an asset deal that qualifies as a business combination under IFRS 3 Business Combinations, for which a consideration of EUR 0.4m in cash was paid. This transaction, carried out under the new Spanish insolvency law, allowed the Group to selectively acquire assets and liabilities. The assets acquired totaled EUR 5.4m of which EUR 2.2m were customer contracts, EUR 1.2m were trademarks and EUR 1.0m of property, plant and equipment, whilst EUR 5.1m of non-current liabilities and EUR 0.3m of current liabilities were assumed. This acquisition is in line with the Group’s strategic objective of expanding environmentally friendly packaging solutions, leveraging existing distribution channels and optimizing the product portfolio.

Payment of Purchase Consideration Servair

In 2024, the terms of a revised agreement were finalized, which included the purchase of an additional 5.0% equity stake in Servair for EUR 31.9m in the year. This payment is connected to the initial acquisition of Servair in 2017 and forms part of a call-put option agreement. As the Group has already consolidated Servair and attributes 100% of the result to the Group, this transaction does not represent the acquisition of non-controlling interests, but rather an increase in legal ownership. A remaining liability of EUR 146.2m is recognized under this agreement (Note 3.11). The payment is considered part of the settlement of the fair value of the remaining consideration recognized at the time of the initial business combination and is presented as an investing cash flow. As of December 31, 2024, this payment increased the Group’s total legal ownership in Servair to 70.0%.

7.1.3Acquisitions 2023

The Group did not make any payments for acquisitions in 2023.

7.1.4Disposals 2025

In November 2025, the Group disposed of its 100% shareholding in SIA Restauration Rapide Côte d'Ivoire SAS. The consideration received amounted to EUR 7.6m whereas the net assets disposed of were EUR 2.4m, including cash and cash equivalents of EUR 0.7m. A net gain on disposal of EUR 2.2m has been recognized in the Consolidated Income Statement under other gains and losses, net (Note 2.5).

The financial effects of the deconsolidation are summarized in the table below:

in EUR m

Disposal of SIA Restauration Rapide Côte d'Ivoire SAS

Cash and cash equivalents, net of overdrafts

(0.7)

Other current receivables

(1.2)

Inventories

(0.8)

Property, plant and equipment (Notes 3.4, 3.7)

(1.9)

Intangible assets (Note 3.6)

(4.2)

Other non-current receivables

(0.1)

Short-term debt

0.3

Trade and other payables

0.2

Accrued expenses

0.7

Other current payables

3.9

Long-term debt

1.1

Defined benefit obligations (Note 5.3)

0.3

Net assets disposed of

(2.4)

Consideration received

7.6

Allowance for pre-existing intragroup financing

(2.9)

Transaction costs and other indemnity provisions

(0.1)

Gain on disposal before reclassification of translation differences

2.2

Reclassification of translation differences

-

Gain on disposal

2.2

Consideration received in cash

7.6

Less: Cash and cash equivalents disposed of

(0.7)

Net cash inflow

6.9

7.1.5Disposals 2024

In July 2024, the Group disposed of its 100% shareholding in SIA QSR Ghana Ltd. The consideration received amounted to USD 1.0m whereas the net liabilities disposed of were EUR 0.8m, including cash and cash equivalents of EUR 0.1m. A net gain of EUR 0.4m was recognized in the Consolidated Income Statement under other gains and losses, net (Note 2.5).

In December 2024, the Group disposed of its 100% shareholding in SIA QSR Kenya Ltd. The consideration paid amounted to EUR 0.1m whereas the net liabilities disposed of were EUR 1.4m, including cash and cash equivalents of EUR  0.1m. A net loss of EUR 1.1m was recognized in the Consolidated Income Statement under other gains and losses, net (Note 2.5).

in EUR m

Disposal of SIA QSR Ghana Ltd

Disposal of SIA QSR Kenya Ltd

Total

Cash and cash equivalents, net of overdrafts

(0.1)

(0.1)

(0.2)

Trade receivables

(0.2)

(0.1)

(0.3)

Other current receivables and prepayments

(0.4)

(0.4)

(0.8)

Inventories

(0.5)

(0.5)

(1.0)

Property, plant and equipment (Notes 3.4, 3.7)

(0.8)

(0.8)

(1.6)

Intangible assets (Note 3.6)

(1.3)

(0.7)

(2.0)

Other non-current receivables

-

(0.1)

(0.1)

Short-term debt

0.1

0.3

0.4

Trade and other payables

2.8

2.5

5.3

Other current liabilities

-

0.2

0.2

Long-term debt

1.2

1.1

2.3

Net liabilities disposed of

0.8

1.4

2.2

Consideration received/(paid)

0.9

(0.1)

0.8

Allowance for pre-existing intragroup financing

(3.3)

(2.3)

(5.6)

Transaction costs and other indemnity provisions

-

(0.6)

(0.6)

Loss on disposal before reclassification of translation differences

(1.6)

(1.6)

(3.2)

Reclassification of translation differences

2.0

0.5

2.5

Gain/(loss) on disposal

0.4

(1.1)

(0.7)

Consideration received/(paid) in cash

0.9

(0.1)

0.8

Less: Cash and cash equivalents disposed of

(0.1)

(0.1)

(0.2)

Net cash inflow/(outflow)

0.8

(0.2)

0.6

7.1.6Disposals 2023

In March 2023, the Group disposed of its 51% shareholding in Gate Gourmet Catering Bolivia S.A. The consideration amounted to USD 0.6m, receivable in installments until June 2026, whereas the net liabilities disposed of were EUR 0.8m, including cash and cash equivalents of EUR 0.2m. A net loss of EUR 1.7m was recognized in the Consolidated Income Statement under other gains and losses, net (Note 2.5).

In addition to the exit in Bolivia, in June 2023 the Group reduced its 50.01% shareholding in Sheltair SA to 49.99% and at the same time changed the management structure, resulting in a loss of control over Sheltair SA. The consideration amounted to EUR 2, whereas the net assets disposed of were EUR 0.0m, including cash and cash equivalents of EUR 0.2m. No gain or loss resulted from this transaction.

in EUR m

Disposal of catering activities in Bolivia

Cash and cash equivalents, net of overdrafts

(0.2)

Trade receivables

(1.0)

Other current receivables and prepayments

(2.8)

Inventories

(0.3)

Other non-current receivables

(1.1)

Trade and other payables

4.5

Current income tax liabilities

0.2

Other current liabilities

0.4

Non-current liabilities

1.1

Net liabilities disposed of

0.8

Consideration received

0.5

Non-controlling interests

(0.4)

Allowance for pre-existing intragroup financing

(2.9)

Loss on disposal before reclassification of translation differences

(2.0)

Reclassification of translation differences

0.3

Loss on disposal

(1.7)

Consideration received in cash

-

Less: Cash and cash equivalents disposed of

(0.2)

Net cash outflow

(0.2)

Accounting Estimates and Judgments

Assessment of control and significant influence in connection with investments in subsidiaries, associates and joint ventures, require the exercise of judgment, including the level of Board and Management involvement. Business combinations in particular require the exercise of judgment in establishing the fair values of assets and liabilities at acquisition and recognizing the elements of the transaction with the seller.