7Group Structure and Related Parties

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.

7.2Investments in Associates and Joint Ventures

2025 in EUR m

Associates

Joint ventures

Total

Aggregated carrying amount

41.6

1.0

42.6

Share of result of associates and joint ventures

9.2

0.1

9.3

Share of other comprehensive income

(3.3)

-

(3.3)

Share of total comprehensive income

5.9

0.1

6.0

2024 in EUR m

Aggregated carrying amount

37.3

0.9

38.2

Share of result of associates and joint ventures

7.5

0.1

7.6

Share of other comprehensive income

0.8

-

0.8

Share of total comprehensive income

8.3

0.1

8.4

2023 in EUR m

Aggregated carrying amount

31.5

0.9

32.4

Share of result of associates and joint ventures

7.3

0.1

7.4

Share of other comprehensive income

(1.8)

-

(1.8)

Share of total comprehensive income

5.5

0.1

5.6

The unrecognized share of losses of associates and joint ventures is EUR 8.9m as of December 31, 2025 (2024: EUR 10.6m; 2023: EUR 11.8m). A loss on impairment of associates of EUR 1.1m is reported under other gains and losses, net in 2025 (2024: EUR 0.7m; 2023: EUR 2.7m) (Note 2.5).

Accounting Policies – Associates and Joint Ventures

Associates are those entities in which the Group has significant influence, but no control, over financial and operating policies. Significant influence is presumed to exist when the Group holds, directly or indirectly, between 20.0% and 50.0% of the voting rights of the entity.

The Group has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent of the parties sharing control for strategic financial and operating decisions, and whereby the parties that have joint control have rights to the net assets of the arrangement.

Associates and joint ventures are accounted for using the equity method and are initially recognized at cost. When the Group’s share of losses in an associate or joint venture equals or exceeds its interest, no further losses are recognized unless there is a legal or constructive funding obligation. If the associates or joint ventures subsequently report profits, then the Group resumes recognizing its share of those profits only after these equal the share of losses not previously recognized. The book value of investments in associates and joint ventures consists of the share of net assets and goodwill.

In reporting the results of associates and joint ventures their accounting policies are changed where necessary to ensure consistency with the policies adopted by the Group.

7.3Related Party Transactions

7.3.1Key Management Personnel

The key management personnel are defined as the Board and the EMB. Key management compensation consists of:

in EUR m

2025

2024

2023

Short-term benefits

13.6

14.1

9.9

Post-employment benefits

0.9

0.8

0.6

Long-term incentive plans

43.8

14.3

7.4

Total key management compensation

58.3

29.2

17.9

7.3.2Associated Companies and Joint Ventures

2025 in EUR m

Associates

Joint ventures

Total

Income statement

Revenue

2.1

-

2.1

Management services

2.4

-

2.4

Dividends received

-

0.1

0.1

Balance sheet

Trade and other receivables (Notes 3.1, 3.2)

8.2

1.6

9.8

Allowance for expected credit losses

(0.1)

(0.9)

(1.0)

2024 in EUR m

Income statement

Revenue

1.6

-

1.6

Management services

2.5

-

2.5

Write-offs

(0.1)

-

(0.1)

Dividends received

0.4

-

0.4

Balance sheet

Trade and other receivables (Notes 3.1, 3.2)

7.0

1.5

8.5

Allowance for expected credit losses

-

(0.9)

(0.9)

Trade and other current payables (Note 3.9)

-

(0.1)

(0.1)

2023 in EUR m

Income statement

Revenue

1.6

-

1.6

Management services

1.5

-

1.5

Purchase of goods

(0.4)

-

(0.4)

Other costs

(0.1)

-

(0.1)

Write-offs and guarantee provision releases

(0.5)

0.6

0.1

Dividends received

0.2

-

0.2

Balance sheet

Trade and other receivables (Notes 3.1, 3.2)

8.2

1.5

9.7

Allowance for expected credit losses

(1.5)

(0.9)

(2.4)

Trade and other current payables (Note 3.9)

(0.2)

-

(0.2)

Management services include certain administrative activities that the Group performed for associated companies and joint ventures.

7.3.3Parent

As at December 31, 2025, 98.6% of the shares outstanding in the Company were held by Saffron Asset Holding Ltd, Hong Kong, Zeppelin Asset Holding Ltd, Hong Kong, and Esta Investments Pte Ltd, Singapore. The shareholdings are overall split equally between RRJ Capital Master Fund III, Cayman Islands, and Temasek Holdings (Private) Ltd, Singapore. The remaining shares are held by the Company.

In 2021, a subordinated convertible facility of CHF 475.0m was made available to the Company by the shareholders. On June 10, 2025, the facility agreement was amended and restated. Under the amended terms, the facility may be converted into equity under certain circumstances as defined in the agreement, including in connection with a qualified listing or other conversion events. PIK interest accrues on the amounts drawn at a rate of 12.5% per annum and at December 31, 2025, amounted to EUR 328.8m (2024: EUR 233.4m; 2023: EUR 153.3m) (Note 3.11). At December 31, 2025, a total of EUR 477.8m (2024: EUR 473.4m; 2023: EUR 479.0m) had been drawn (Note 4.4) and the remaining amount of the facility has expired. Interest expenses for related parties, amounting to EUR 92.8m, were accounted for in 2025 (2024: EUR 80.9m; 2023: EUR 69.5m).

No trade and other receivables from the parent companies and no material sale or purchase of goods between the Company and its parent companies have been identified.

7.3.4Other Related Parties

in EUR m

2025

2024

2023

Revenue

49.2

45.7

34.3

Trade and other receivables (Notes 3.1, 3.2)

4.5

5.2

3.6

The Group provides catering services to RRJ Capital and Temasek subsidiaries in the airline sector. In general, the Group does not receive any services or goods from RRJ Capital and Temasek subsidiaries. No guarantees have been received.

7.4Group Companies

The principal subsidiaries of the Company as of December 31, 2025, were the following:

Country

Company

Equity interest (in %)(l)

Currency

Share capital

Argentina

Gate Gourmet Argentina S.r.l., Buenos Aires

100

ARS

5,750,000

Australia

Gate Gourmet (Holdings) Pty Ltd, Mascot, NSW

100

AUD

59,299,111

Gate Gourmet Services Pty Ltd, Mascot, NSW

100

AUD

44,330,100

Belgium

deSter BVBA, Hoogstraten

100

EUR

22,600,000

Gate Gourmet Belgium NV, Zaventem

100

EUR

62,400

Brazil

Gate Gourmet Ltda, São Paulo

100

BRL

107,331,839

Burkina Faso

Servair Burkina Faso SA, Ouagadougou

87

XOF

10,000,000

Cambodia

Cambodia Air Catering Services Ltd, Phnom Penh

75

USD

500,000

Canada

Gate Gourmet Canada Inc., Toronto

100

CAD

17,500,000

Pourshins Canada Inc., Toronto

100

CAD

300,000

Chile

Gate Gourmet Catering Chile Ltda, Santiago

100

CLP

1,968,062,000

China

Gate Gourmet Hong Kong Ltd, Hong Kong

100

HKD

281,657,350

gategroup Trading Hong Kong Ltd, Hong Kong

100

USD

162

Colombia

Gate Gourmet Colombia S.A.S, Bogotá

75

COP

831,229,920

D.R. Congo

Fondeg SA (Catering Congo), Kinshasa

33

CDF

93,000,000

Denmark

Gate Gourmet Denmark ApS, Tårnby

100

DKK

401,200

Ecuador

Gate Gourmet del Ecuador Cia Ltda, Quito

60

USD

2,278,400

Finland

Evertaste Oy, Vantaa

100

EUR

603,450

France

ACNA SA, Le Mesnil-Amelot

100

EUR

37,500

Alphair SAS, Tremblay-en-France

100

EUR

5,000

Eat & Fly Services SAS, Tremblay-en-France

100

EUR

20,000

Gate Gourmet Helvetia SAS, Paris

100

EUR

10,000

Martinique Catering S.à.r.l., Le Lamentin

98

EUR

50,000

Orly Air Traiteur SA, Wissous

100

EUR

8,934,190

Panima SAS, Mamoudzou

100

EUR

500,000

Paris Air Catering (PAC) SA, Tremblay-en-France

100

EUR

100,005

Reunion Catering S.à.r.l., Sainte Marie

100

EUR

197,570

Servair Investissements Aeroportuaires (SIA) SA, Tremblay-en-France

100

EUR

25,000,000

Servair SA, Tremblay-en-France

100 (II)

EUR

52,386,208

Sheltair CDG, Tremblay-en-France

51

EUR

1

Société de Restauration Industrielle (SORI) SA, Les Abymes

50

EUR

50,000

Société Guyanaise de Restauration Industrielle (SOGRI) SA, Matoury

97

EUR

225,000

Svrls@La Réunion SAS, Sainte Marie

50

EUR

150,000

Gabon

Servair Gabon SA, Libreville

55

XAF

250,000,000

Germany

deSter GmbH, Neu-Isenburg

100

EUR

1,023,000

Evertaste GmbH, Alzey

100

EUR

26,000

Gate Gourmet GmbH Deutschland, Neu-Isenburg

100

EUR

7,670,000

Gate Gourmet GmbH Holding Deutschland, Neu-Isenburg

100

EUR

51,129

Gate Gourmet Lounge GmbH, Neu-Isenburg

100

EUR

25,000

Gate Gourmet Objekt und Verwaltungs GmbH, Neu-Isenburg

100

EUR

25,000

Ringeltaube Airport Markt GmbH, Neu-Isenburg

100

EUR

512,000

Ghana

Servair Ghana Ltd, Accra

57

GHS

2,109,089

Ireland

Gate Gourmet Ireland Ltd, Dublin

100

EUR

4,500,000

Italy

Gate Gourmet Italia S.r.l., Milan

67

EUR

4,795,937

Ivory Coast

Servair Abidjan SA, Abidjan

80

XOF

1,364,000,000

Japan

Gate Gourmet Japan YK, Chiba-ken

100

JPY

80,000,000

Kenya

NAS Airport Services Ltd, Nairobi

59

KES

16,000,000

SIA Kenya Holding Ltd, Nairobi

59

KES

1,215,000,000

Luxembourg

Gate Gourmet Luxembourg IV S.à.r.l., Luxembourg

100

EUR

2,707,500

gategroup Finance International S.à.r.l.

100

EUR

12,000

gategroup Finance (Luxembourg) S.A., Luxembourg

100

EUR

31,000

gategroup Financial Services S.à.r.l., Luxembourg

100

EUR

42,783,100

Supply Chain S.à.r.l., Contern

100

EUR

12,500

Macau

Macau Catering Services Co Ltd, Taipa

34

MOP

16,000,000

Mexico

Gate Gourmet & MAASA Mexico S.A.P.I. de C.V., Mexico City

51

MXN

23,054,158

Gate Retail Onboard Mexico S.A.P.I. de C.V., Mexico City

100

MXN

6,100,000

Netherlands

deSter Holding B.V., Amsterdam

100

EUR

3,359,990

Gate Gourmet Amsterdam B.V., Schiphol

100

EUR

2,291,590

Gate Gourmet Holding Netherlands B.V., Schiphol

100

EUR

9,792,135

New Zealand

Gate Gourmet New Zealand Ltd, Auckland

100

NZD

4,000,100

Norway

Gate Gourmet Norway AS, Oslo

100

NOK

9,083,640

Peru

Gate Catering and Retail Solution S.r.l., Lima

100

PEN

3,000

Gate Gourmet Peru S.r.l., Lima

100

PEN

20,373,617

Senegal

Dakar Catering SA, Dakar

65

XOF

750,000,000

Seychelles

Skychef Ltd, Mahé

55

SCR

313,000

Singapore

Gate Gourmet Singapore Pte Ltd, Singapore

100

SGD

72,502,977

gategroup Investments Singapore Pte Ltd, Singapore

100

USD

144,778,348

South Korea

Gate Gourmet Korea Co. Ltd, Incheon

60

KRW

133,330,000,000

Spain

deSter Sustainable Solutions S.L., Barcelona

100

EUR

5,000

Gate Gourmet Spain S.L., Madrid

100

EUR

3,005,061

Sweden

Gate Gourmet Sweden AB, Stockholm

100

SEK

100,000

Inflight Service Europe AB, Stockholm

100

SEK

1,000,000

Inflight Service Global AB, Stockholm

100

SEK

100,000

Switzerland

First Catering AG, Bassersdorf

70

CHF

100,000

Gate Gourmet Switzerland Holding GmbH, Glattbrugg

100

CHF

20,000

Gate Gourmet Switzerland GmbH, Kloten

100

CHF

2,000,000

Kulinary Holding AG, Zurich

100

CHF

100,000

Thailand

deSter Co. Ltd, Prachinburi

100

THB

135,000,000

Togo

Lome Catering SA, Lomé

26

XOF

100,000,000

United Arab Emirates

deSter General Trading FZE, Dubai

100

AED

1,000,000

United Kingdom

Evertaste Ltd, Middlesex

100

GBP

49,000

Fernley (Heathrow) Ltd, Middlesex

100

GBP

85,100

Gate Gourmet Holdings UK Ltd, Middlesex

100

GBP

96,230,003

Gate Gourmet London Ltd, Middlesex

100

GBP

20,000,002

gategroup Guarantee Ltd, London

100

CHF

992,622

Pourshins Ltd, Middlesex

100

GBP

854,350

United States of America

deSter Corporation, Atlanta, GA

100

USD

2,000

deSter North America Inc., Wilmington, DE

100

USD

10

Gate Gourmet Inc., Wilmington, DE

100

USD

1,000

Gate Serve llc, Wilmington, DE

100

USD

1

gategroup U.S. Finance Inc., Wilmington, DE

100

USD

1,000

gategroup U.S. Holding Inc., Wilmington, DE

100

USD

1

gateretail North America Inc., Reston, VA

100

USD

1

North America Food Services Inc., Reston, VA

100

USD

10

Pourshins Inc., Reston, VA

100

USD

1,000

(l)Rounded to the nearest whole number

(II)As of December 31, 2025, the Group held a 75% legal ownership interest in Servair SA

Accounting Policies – Scope of Consolidation / Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date control ceases.

The acquisition method is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets paid, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. Goodwill is measured as the excess of the sum of the fair value of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in the Consolidated Income Statement.

If a business combination is achieved in stages, the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at each acquisition date and a resulting gain or loss relating to the previously held equity interest is recognized through profit or loss.

Any contingent consideration payable is measured at fair value at the acquisition date and subsequent changes to the fair value are recognized in the Consolidated Income Statement.

All material intercompany transactions and balances, and any unrealized gains or losses arising from intercompany transactions, are eliminated in preparing the Consolidated Financial Statements.

Gains and losses on transactions with non-controlling interests are recorded in equity.

When the Group loses control over a subsidiary the assets and liabilities, any related non-controlling interests and other components of equity are derecognized. Any resulting gain or loss is recognized in the Consolidated Income Statement.