3. Make-up of the Group

Group of consolidated companies

The number of domestic and foreign companies belonging to the HHLA Group of consolidated companies can be seen in the table below. For a complete list of equity investments in accordance with Section 313 (2) HGB, see also Note 48. Information required under IFRS 12.10 a) and IFRS 12.21 a) is included here.

Subsidiaries

The consolidated financial statements comprise the financial statements for HHLA AG and its significant subsidiaries. Subsidiaries are companies controlled by the Group. The Group is deemed to control a company if it has a risk exposure or right to fluctuating returns resulting from its involvement in the investee, and if it can also use its power over the investee to impact these returns. In particular, HHLA AG controls an investee if – and only if – all of the characteristics listed in IFRS 10.7 apply. Subsidiaries’ financial statements are included in the consolidated financial statements from the time control begins until the time control ends.

Subsidiaries with substantial non-controlling interests are defined under HHLA AG’s internal criteria as follows:

Interests in joint ventures

The Group holds interests in joint ventures. As per IFRS 11, a joint venture is subject to a joint contractual agreement between two or more parties to carry out an economic activity which is subject to joint control. Joint control is the contractually agreed division of managerial responsibilities for this arrangement. It only exists if the decisions associated with this business activity require the unanimous consent of the parties involved in joint management. More detailed information is available in Note 25.

Interests in associated companies

Companies designated as associated companies are those over which the shareholder has a material influence. At the same time, an associated company is neither a subsidiary nor an interest in a joint venture. A material influence as per IAS 28.5 is assumed when it is possible to be involved in the associated company’s financial and commercial decisions without exercising a controlling influence. This is generally the case when 20 to 50 % of the voting rights are held, either directly or indirectly.

HHLA does not provide information on joint companies or associated companies as per IFRS 12 because the relevant companies are of minor importance overall for the Group. HHLA does not believe that this has a negative impact on the statement concerning the nature of interests in other companies and the associated risks. The effects of these interests on the results of operations, net assets and financial position of the HHLA Group are insignificant.

Accounting for interests in joint ventures and associates

Interests in joint ventures and associates are accounted for using the equity method. With the equity method, the share in each joint venture and/or associated company is initially stated at acquisition cost. Instead of being amortised, any goodwill recognised within the carrying amount of the investment when it is reported in the balance sheet for the first time is subject to an impairment test for the entire carrying amount of the investment if there are any indications of possible impairment.

As from the acquisition date, HHLA’s interest in the results of the joint venture or associated company is recorded in the consolidated income statement, while its interest in changes in equity is recorded directly in equity. These cumulative changes affect the carrying amount of the interest in the joint venture or associated company. As soon as HHLA’s share in the company’s losses exceeds the carrying amount of the investment, however, HHLA records no further shares in the losses unless HHLA has entered into obligations to that effect or has made payments for the joint venture or associated company.

Significant results from transactions between HHLA and the joint venture or associated company are eliminated in proportion to the interest in the company.

Acquisitions, disposals, changes to shares in subsidiaries and other changes to the consolidated group

As of 31 March 2025, the company METRANS Rail Netherlands B.V., Rotterdam, Netherlands, established in the 2023 financial year and assigned to the Intermodal segment, was included as a fully consolidated subsidiary in the HHLA group of consolidated companies.

With the share purchase and transfer agreement dated 21 January 2025, HHLA Sky GmbH, Hamburg, Germany, acquired a further 67.3 % of the shares in Third Element Aviation GmbH, Bielefeld, Germany, which was accounted for using the equity method until 31 December 2024. The closing of the transaction (corresponding to the acquisition date) took place on 21 January 2025. The first-time consolidation of the company took place on the acquisition date. The company continues to be assigned to the Logistics segment. Its inclusion in the HHLA group of consolidated companies as a fully consolidated subsidiary took place in the first quarter of 2025. By contract dated 15 May 2025, the company was merged with HHLA Sky GmbH with retroactive effect as of 1 January 2025. The merger took effect when the acquiring company was entered in the commercial register on 20 June 2025.

The following tables depict the consideration transferred for the acquisition of the company, as well as the values of the assets identified and liabilities acquired, on the date of acquisition based on the acquisition of 100 % of the shares:

The goodwill derived from the transaction was of immaterial value.

Non-current assets essentially comprise newly measured intangible assets.

The fair value of trade receivables is collectable in full.

From the time of the takeover until the end of the second quarter of 2025, the acquired business operations contributed to the HHLA Group’s result with revenue of € 185 thousand and a loss after tax of € 822 thousand. No disclosures can be made after this time as a result of this merger.

The transaction costs associated with the acquisition were immaterial.

The business formation agreement and articles of association dated 23 April 2025 saw the foundation of the company hubload GmbH, Hamburg, with HHLA Next GmbH acquiring 100 % of the shares in the company. The company’s purpose is the development, construction and operation of publicly accessible loading infrastructure at logistics locations for battery-powered electric utility and motor vehicles as well as the provision of additional services as part of the electrification of freight transport. Its inclusion in the HHLA group of consolidated companies took place in the second quarter of 2025 as a fully consolidated subsidiary assigned to the Logistics segment.

With the cooperation agreement dated 23 October 2024, HHLA International GmbH, Hamburg, agreed to support the development and operation of an intermodal terminal (rail terminal) in Batiovo, Ukraine. As such, the company gained the right to acquire 60.0 % of the shares in this company, Eurobridge Intermodal Terminal LLC, Svoboda, Ukraine (Eurobridge), by means of a call option. The effect of the subsequent measurement of the call option as of 30 June 2025 in the amount of € 1,807 thousand was recognised through profit and loss in financial income. With the share purchase and transfer agreement dated 29 April 2025, HHLA International GmbH, Hamburg, Germany, acquired a 60.0 % stake in Eurobridge. The transaction was completed on 5 September 2025 (date of acquisition). The first-time consolidation of the company took place on the acquisition date. The com­pany has been assigned to the Intermodal segment. Its inclusion in the HHLA group of consolidated companies as a fully consol­idated subsidiary took place in the third quarter of 2025.

A capital increase in the amount of € 800 thousand was carried out in connection with the acquisition of the shares and added to subscribed capital.

The following tables depict the consideration transferred for the acquisition of the company, as well as the values of the assets identified and liabilities acquired, on the date of acquisition based on the acquisition of 100 % of the shares:

The fair values of the acquired assets and assumed liabilities are only determined on a provisional basis as of 31 December 2025. The final measurement has yet to be completed and may lead to changes in the fair values of the assets and liabilities. This would result in a change in goodwill.

The preliminary derived goodwill in the amount of € 198 thousand reflects the opportunities for a further expansion and therefore the future development of the company as well as the leveraging of synergies and new entry points for the METRANS Group’s existing network. The goodwill has been allocated to the Intermodal segment, and specifically to the METRANS cash-generating unit. It is not anticipated that a portion of the recorded goodwill will be tax deductible.

The fair value of property, plant and equipment was derived using the indirect cost approach.

At the date of acquisition, trade receivables measured at fair value were of immaterial value.

Between 5 September and 31 December 2025, the acquired business operations contributed to the HHLA Group’s result with revenue of € 34 thousand and a loss after tax of € 213 thousand. Had the acquisition taken place on 1 January 2025, consolidated revenue of € 75 thousand and a consolidated loss of € 455 thousand would have been recognised in the consolidated income statement. When calculating these amounts, management has assumed that the adjustments to fair values performed as of the acquisition date would still have remained valid in the event of an acquisition on 1 January 2025.

The transaction costs associated with the acquisition were immaterial.

With the share purchase and transfer agreement dated 27 November 2025, METRANS a.s., Prague, Czech Republic, acquired 100 % of the shares in Eurotrans spółka z ograniczoną odpowiedzialnością, based in Małaszewicze Duże, Poland. The primary objective of the company is the transportation of goods by rail but also by road, as well as the provision of related services. The closing of the transaction (corresponding to the acquisition date) took place on 27 November 2025. The first-time consolidation of the company took place on the acquisition date. The company has been assigned to the Intermodal segment. The company was incorporated into HHLA’s group of consolidated companies as of 31 December 2025.

The following tables depict the consideration transferred for the acquisition of the company, as well as the values of the assets identified and liabilities acquired, on the date of acquisition based on the acquisition of 100 % of the shares:

The fair values of the acquired assets and assumed liabilities are only determined on a provisional basis as of 31 December 2025. The final measurement has yet to be completed and may lead to changes in the fair values of the assets and liabilities. This would result in a change in goodwill.

The preliminary derived goodwill in the amount of € 248 thousand reflects the opportunities for further expansion and therefore the future development of the company as well as the leveraging of synergies and new entry points for the METRANS Group’s existing network. The goodwill has been allocated to the Intermodal segment, and specifically to the METRANS cash-generating unit. It is not anticipated that a portion of the recorded goodwill will be tax deductible.

The fair value of trade receivables amounts to € 727 thousand and is collectable in full.

Between 27 November and 31 December 2025, the acquired business operations contributed to the HHLA Group’s result with revenue of € 934 thousand and a loss after tax of € 36 thousand. Had the acquisition taken place on 1 January 2025, consolidated revenue of € 8,919 thousand and consolidated profit of € 221 thousand would have been recorded in the consolidated income statement. When calculating these amounts, management has assumed that the adjustments to fair values performed as of the acquisition date would still have remained valid in the event of an acquisition on 1 January 2025.

The transaction costs associated with the acquisition were immaterial.

With the share purchase and transfer agreement dated 19 December 2024, UNIKAI Lagerei- und Speditionsgesellschaft mbH, Hamburg, acquired the remaining 50.0 % of shares in the company ARS-UNIKAI GmbH, Hamburg, which was accounted for using the equity method until 31 December 2024. The closing of the transaction (corresponding to the acquisition date) took effect on 1 January 2025. Due to the minor significance of the company, it was not included as a fully consolidated subsidiary in the HHLA group of consolidated companies.

The company CL EUROPORT s.r.o., Prague, Czech Republic, was merged with its parent company METRANS a.s., Prague, Czech Republic, in the first quarter of 2025.

By contract dated 18 August 2025, the company modility GmbH, Hamburg, was merged with HHLA Next GmbH, Hamburg, with retroactive effect as of 1 January 2025. The merger took effect when the acquiring company was entered in the commercial register on 9 September 2025.

By contract dated 4 November 2025, iSAM AG acquired half of the shares in iSAM held by iSAM Holding GmbH, corresponding to 10 % of the nominal capital of iSAM AG. With this transaction, the stake held by HHLA Next GmbH in iSAM AG increased from 80.0 to 88.9 %.

There were no other significant business combinations, company disposals, changes to shares in subsidiaries or other changes to the consolidated group.