Bonduelle ScaEURONEXT: BON

Consolidated Financial Statement at June, 2026

· Issued by Bonduelle Sca


BONDUELLE 1

Chapter 5

Consolidated financial statements

5.1 Consolidated income statement

3

5.2 Consolidated balancesheet

4

5.3 Consolidated statement of cashflows

5

5.4 Changes in consolidatedshareholders' equity

6

  1. Notes to the annual consolidated financial statements 7

  2. Statutory auditors 'report on the consolidated financial

statements 47

FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM

2,186

million euros of sales

48

consolidated entities

3.6%

of current operating margin

2 BONDUELLE

‌This document is a free translation into English and has no other value than an informative one. Should there be any difference between the French and the English version, only the French-language version shall be deemed authentic and considered as expressing the exact information published by Bonduelle.

  1. CONSOLIDATED INCOME STATEMENT

    (In thousands of euros)

    Notes

    At 2025/06/30

    At 2026/06/30

    Net sales

    6.1

    2,203,761

    2,186,166

    Purchases and external expenses

    6.2

    (1,568,031)

    (1,560,913)

    Employee benefits expenses

    7.1

    (470,320)

    (459,181)

    Depreciation, amortization and impairment

    (85,195)

    (81,652)

    Other operating income

    6.3

    34,320

    29,032

    Other operating expenses

    6.3

    (30,768)

    (33,841)

    Current operating income

    6.1

    83,767

    79,610

    Non-recurring items

    6.4 & 6.1

    (10,799)

    (47,272)

    Operating income

    6.1

    72,968

    32,338

    Cost of net debt

    (27,658)

    (22,881)

    Other financial income and expenses

    (7,474)

    (6,354)

    Net financial income

    8.2

    (35,132)

    (29,235)

    Net income from associates

    4.2

    1,977

    4,337

    Income before tax

    39,813

    7,439

    Income tax

    9.1

    (20,093)

    (24,361)

    Net income from continuing operations

    19,720

    (16,921)

    Net income from discontinued operations

    (31,198)

    33,093

    CONSOLIDATED NET INCOME

    (11,478)

    16,171

    - Attributable to owners of the company

    (11,478)

    16,171

    - Attributable to non-controlling interests

    0

    0

    BASIC EARNINGS PER SHARE

    10

    (0.36)

    0.51

    DILUTED EARNINGS PER SHARE

    10

    (0.34)

    0.48

    Gains and losses recognized directly in equity

    (in thousands of euros)

    At 2025/06/30

    At 2026/06/30

    Net income for the period

    (11,478)

    16,171

    Items that may be reclassified subsequently to P&L

    (12,951)

    9,780

    Cash flow hedge

    (2,589)

    3,216

    Translation adjustments

    (11,031)

    7,395

    Tax effects

    669

    (831)

    Items that may not be reclassified subsequently to P&L

    (400)

    1,281

    Actuarial gains and losses on defined benefit plans

    (532)

    1,732

    Tax effects

    132

    (451)

    Unrealized gains and losses on financial assets

    0

    0

    Income and expenses recognized directly in equity

    (13,352)

    11,061

    TOTAL RECOGNIZED INCOME AND EXPENSES

    (24,830)

    27,232

    - of which attributable to owners of the Company

    (24,830)

    27,232

    - of which attributable to non-controlling interests

    0

    0

  2. ‌CONSOLIDATED BALANCE SHEET

    Assets

    (in thousands of euros)

    Notes

    At 2025/06/30

    At 2026/06/30

    Non-current assets

    6.1

    872,740

    847,056

    Other intangible assets

    11.2

    49,772

    48,667

    Goodwill

    11.1

    228,426

    195,371

    Property, plant and equipment

    11.3

    366,249

    373,665

    Rights of use

    11.4

    98,648

    98,674

    Investments in associates

    4.2

    95,428

    100,723

    Other non-current financial assets

    8.4

    2,593

    2,989

    Deferred tax

    9.1

    18,269

    13,959

    Other non-current assets

    8.3

    13,355

    13,007

    Current assets

    1,119,479

    1,087,065

    Inventories and work-in-progress

    6.5

    768,283

    749,494

    Trade and other receivables

    6.6

    284,969

    288,051

    Tax receivables

    8,264

    11,501

    Other current assets

    8.3

    9,623

    5,662

    Other current financial assets

    8.3

    2,047

    1,237

    Cash and cash equivalents

    8.6

    10,798

    31,121

    Current assets excluding assets held for sale

    1,083,984

    1,087,066

    Assets held for sale

    5.2

    35,496

    0

    TOTAL ASSETS

    1,992,220

    1,934,122

    Liabilities

    (in thousands of euros)

    Notes

    At 2025/06/30

    At 2026/06/30

    Shareholders' equity (group share)

    609,313

    627,512

    Share capital

    57,103

    57,103

    Additional paid-in capital

    40,103

    40,103

    Consolidated reserves

    512,108

    530,306

    Non-controlling interests

    (18)

    (18)

    Shareholders' equity

    609,295

    627,494

    Non-current liabilities

    427,653

    431,436

    Financial liabilities

    8.6

    278,870

    280,276

    Lease liabilities

    8.6

    89,261

    90,112

    Employee benefit obligations

    7.2

    22,711

    21,706

    Other non-current provisions

    12.1

    7,501

    11,287

    Deferred taxes

    9.1

    116

    3,924

    Other non-current liabilities

    8.3

    29,194

    24,132

    Current liabilities

    955,272

    875,191

    Current financial liabilities

    8.6

    198,914

    220,358

    Current lease liabilities

    8.6

    17,167

    19,817

    Current provisions

    12.1

    15,806

    7,810

    Trade and other payables

    6.7

    636,842

    624,151

    Tax payables

    726

    2,453

    Other current liabilities

    8.3

    564

    602

    Current liabilities excluding liabilities related to assets held for sale

    870,019

    875,191

    Liabilities related to assets held for sale

    5.2

    85,254

    0

    TOTAL LIABILITIES

    1,992,220

    1,934,122

  3. ‌CONSOLIDATED STATEMENT OF CASH FLOWS

    (in thousands of euros)

    Notes

    At 2025/06/30

    At 2026/06/30

    Net income from continuing operations

    19,720

    (16,921)

    Share of net income from associates

    (1,977)

    (4,337)

    Depreciation, amortization and impairment

    86,512

    114,860

    Other non-cash items

    (513)

    (5,182)

    Deferred tax

    9.1

    5,142

    7,581

    Accrued interest

    230

    (272)

    Gross cash flows from operating activities

    109,114

    95,729

    Change in working capital requirement

    6.5 & 6.6 & 6.7

    (11,941)

    5,797

    Net cash flows from operating activities from continuing operations

    97,173

    101,526

    Net cash flows from operating activities from discontinued operations

    5

    (29,675)

    (2,564)

    Net cash flows from operating activities

    67,498

    98,962

    Acquisitions of consolidated companies, net of cash and cash equivalents

    0

    0

    Disposals of consolidated companies, gross of cash and cash equivalents disposed of

    4,839

    30,628

    Acquisitions of property, plant and equipment and intangible assets 1

    11.2 & 11.3

    (82,325)

    (69,321)

    Acquisitions of financial assets

    0

    0

    Disposals of property, plant and equipment and financial assets 2

    1,960

    7,889

    Net change in loans and other non-current financial assets

    (84)

    523

    Net cash flows from (used in) investing activities from continuing operations

    (75,610)

    (30,281)

    Net cash flows from (used in) investing activities from discontinued operations

    5

    12,789

    0

    Net cash flows from (used in) investing activities

    (62,821)

    (30,281)

    Transactions with non-controlling interests

    102

    0

    (Acquisition) Disposal of treasury shares

    636

    (626)

    Increase in non-current financial liabilities

    8.6

    5,000

    69,605

    Decrease in non-current financial liabilities

    8.6

    (68,998)

    (66,323)

    Increase in current financial liabilities

    8.6

    59,926

    1,431

    Decrease in current financial liabilities

    8.6

    (809)

    (26,432)

    Increase (Decrease) in lease liabilities

    8.6

    (20,530)

    (21,318)

    Dividends paid to group and minority Shareholders

    (6,675)

    (8,654)

    Net cash flows from (used in) financing activities from continuing operations

    (31,349)

    (52,316)

    Net cash flows from (used in) financing activities from discontinued operations

    5

    22,239

    0

    Net cash flows from (used in) financing activities

    (9,110)

    (52,316)

    Impact of exchange rate changes

    (981)

    3,958

    CHANGE IN CASH AND CASH EQUIVALENTS

    (5,414)

    20,322

    - Cash and cash equivalents - opening balance

    16,212

    10,798

    - Cash and cash equivalents - closing balance

    10,798

    31,121

    CHANGE IN CASH AND CASH EQUIVALENTS

    (5,414)

    20,322

    1. Investments correspond to the acquisitions of property, plant and equipment and intangible assets described in notes 3.4.1.2 and 3.4.2 plus the change in related trade payables presented in note 6.7.

    2. Disposals of fixed assets correspond to the proceeds received less advances and down-payments on fixed assets.

  4. ‌CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY

    (in thousands of euros)

    In number of shares

    Capital

    Additional paid-in capital

    Actuarial gains and

    losses

    Treasury shares

    Translation reserves

    Accumulated income

    Sharehol-

    ders' equity (group share)

    Non-control-

    ling interests

    Total Share-holders' equity

    Shareholders' equity at June 30, 2024

    32 630 114

    57,103

    40,103

    (1,514)

    (10,099)

    (108,220)

    662,784

    640,157

    (9)

    640,148

    Income recognized directly through equity

    -

    -

    -

    (400)

    -

    (11,031)

    (1,920)

    (13,352)

    -

    (13,352)

    Net income at 2025/06/30

    -

    -

    -

    -

    -

    -

    (11,478)

    (11,478)

    -

    (11,478)

    Free allocation of shares

    -

    -

    -

    -

    -

    -

    19

    19

    -

    19

    Puts on non-controlling interests

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    Change in scope

    -

    -

    -

    50

    -

    -

    -

    50

    -

    50

    Treasury Shares

    -

    -

    -

    -

    495

    -

    104

    599

    -

    599

    Other

    -

    -

    -

    -

    -

    -

    (8)

    (8)

    (10)

    (17)

    Dividends paid

    -

    -

    -

    -

    -

    -

    (6,675)

    (6,675)

    -

    (6,675)

    Shareholders' equity at June 30, 2025

    32 630 114

    57,103

    40,103

    (1,865)

    (9,604)

    (119,251)

    642,827

    609,313

    (18)

    609,295

    Income recognized directly through equity

    -

    -

    -

    1,281

    -

    7,395

    2,385

    11,061

    -

    11,061

    Net income at 2026/06/30

    -

    -

    -

    -

    -

    -

    16,171

    16,171

    -

    16,171

    Free allocation of shares

    -

    -

    -

    -

    -

    -

    (490)

    (490)

    -

    (490)

    Puts on non-controlling interests

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    Change in scope

    -

    -

    -

    (325)

    -

    -

    325

    -

    -

    -

    Treasury Shares

    -

    -

    -

    -

    5

    -

    (467)

    (463)

    -

    (463)

    Other

    -

    -

    -

    -

    -

    -

    573

    573

    -

    573

    Dividends paid

    -

    -

    -

    -

    -

    -

    (8,654)

    (8,654)

    -

    (8,654)

    Shareholders' equity at June 30, 2026

    32 630 114

    57,103

    40,103

    (909)

    (9,600)

    (111,856)

    652,670

    627,512

    (18)

    627,494

  5. ‌NOTES TO THE ANNUAL CONSOLIDATED FINANCIAL STATEMENTS

Content

NOTE 1

1.1.

General information

Group information and preparation

8

NOTE 7

Expenses, headcount and

employee benefits

21

methods

8

7.1.

Compensation and workforce

21

1.2.

Accounting framework applied

8

7.2.

Employee benefit obligations

21

7.3.

Share-based payments

23

NOTE 2

Significant events

8

  1. Disposal of the packaged salad business

2.2.

Conflict in the middle east

8

8.1.

Financial risk management

23

8.2.

Net financial income

25

NOTE 3

Accounting principles

9

8.3.

Presentation of financial assets and

3.1.

Consolidation methods

9

liabilities by category

27

3.2.

Segment reporting

9

8.4.

Other non-current financial assets

29

3.3.

Translation of transactions denominated

8.5.

Derivative instruments

30

in foreign currencies and the financial

statements of foreign companies

9

8.6.

Net debt

32

in france 8

NOTE 8 Financing and financial instruments 23

  1. Accounting principles for assets and

    liabilities 10

  2. Consideration of the effects of climate

change 15

NOTE 4 Scope of consolidation 16
  1. Change in scope of consolidation 16

  2. Associates 16

NOTE 9 Income tax 34

9.1. Income tax 34

NOTE 10 Earnings per share 35

NOTE 11 Intangible assets and

property, plant and equipment 35

11.1.

Goodwill

35

NOTE 5

Assets Held for Sale and

11.2.

Other intangible assets

37

Discontinued Operations

16

11.3.

Property, plant and equipment

38

5.1.

Application of IFRS 5

16

11.4.

Rights of use

40

5.2.

Comparative information

17

NOTE 12

Other provisions and

NOTE 6

Operating data and non-

contingent liabilities

41

recurring items

17

12.1.

Other provisions

41

6.1.

Segment reporting

17

12.2.

Risks and disputes

42

6.2.

Purchases and external expenses

19

12.3.

Contingent liabilities

42

6.3.

Other operating income and expenses

19

6.4.

Non-recurring items

19

NOTE 13

Other information

43

6.5.

Inventories and work in progress

19

13.1.

Statutory Auditors' fees

43

6.6.

Trade and other receivables

20

13.2.

Related-party transactions

44

6.7.

Trade and other payables

21

NOTE 14

Subsequent events

45

NOTE 15

List of group companies

45

‌Note 1 General information‌
  1. GROUP INFORMATION AND PREPARATION METHODS

    Listed on Euronext Paris (Compartment B), Bonduelle SCA is a French limited partnership with shares (société en commandite par actions). Bonduelle, a leading player in plant-based food, is in particular a market leader in processed vegetables both within and outside Europe. The Company operates in three business segments: canned, frozen and ready-to-use fresh vegetables (prepared and fresh-cut).

    General Management approved the consolidated financial statements under IFRS and authorized the publication of the approved financial statements at June 30, 2026, which will be submitted for approval at the Shareholders' Meeting of December 3, 2026.

    The consolidated financial statements of the Bonduelle Group and its subsidiaries ("the group") for the fiscal year 2025-2026 have been prepared in compliance with the IFRS (International Financial Reporting Standards) published by the IASB (International Accounting Standards Board), and whose implementing regulation has been published in the official journal of the European Union.

    The notes to the annual consolidated financial statements have been prepared in accordance with IFRS and follow recommendation 2016-09 of the Autorité des normes comptables (ANC - French Accounting Standards Board).

    ‌The consolidated financial statements and notes to the consolidated financial statements are presented in euros. Unless otherwise indicated, amounts are expressed in thousands of euros and rounded to the nearest thousand. In general, the values presented are rounded to the nearest unit. Consequently, the sum of the rounded amounts may present non-material differences compared to the total reported. In addition, ratios and differences are calculated on the basis of the underlying amounts and not on the basis of the rounded amounts.

    ‌Note 2 Significant events
  2. ‌ACCOUNTING FRAMEWORK APPLIED
Main standards, amendments and interpretations whose application is mandatory as of January 1st, 2025

The main newly effective text applicable to the Group in 2025-2026 is:

- IAS 21, The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability

These amendments have no significant impact on the consolidated financial statements as at 30 June 2026.

Standards, amendments and interpretations that are not mandatory on January 1st, 2026 but may be applied early

The group has not applied the standards, amendments and interpretations published by the IASB early in the consolidated financial statements for the fiscal year 2025-2026 and considers that they would not have material impact on its results and financial position.

Furthermore, the Group is currently assessing the impacts of IFRS 18 - Presentation and Disclosure in Financial Statements, which will become effective for Bonduelle from 1st July 2027. The main expected impacts relate to the presentation of the statement of profit or loss, disclosures regarding Management Performance Measures (MPMs), and certain additional disclosure requirements in the notes to the financial statements. The Group is currently undertaking a number of initiatives to anticipate the implementation of this standard.

  1. DISPOSAL OF THE PACKAGED SALAD BUSINESS IN FRANCE

    ‌As part of its Transform to Win transformation plan, the Group completed, on 17 July 2025, the disposal of its packaged salad business in France to the LSDH Group, following several years of deteriorating results in this segment.

  2. CONFLICT IN THE MIDDLE EAST

The geopolitical events in the Middle East during 2026 have had an impact on Bonduelle, which has been assessed and is being continuously monitored. The main effects relate to the closure or near-closure of certain export markets, such as Lebanon, as well as higher raw material costs, particularly plastic, whose price is linked to that of oil. In addition, heightened geopolitical tensions worldwide have contributed to increased transportation costs, whether for road freight or maritime container shipping.

‌Note 3 Accounting principles‌
  1. CONSOLIDATION METHODS

    The consolidated financial statements fully consolidate the financial statements of all subsidiaries controlled either directly or indirectly by the group.

    Control is defined and measured in accordance with IFRS 10, based on three criteria: power of decision, exposure to variable returns, and the relationship between these two.

    Full consolidation allows recognition of all of assets, liabilities and income statement items of the companies concerned, after elimination of all intercompany transactions and earnings, with the portion of income and Shareholders' equity attributable to owners of the group companies ("group share") distinguished from the portion concerning the interests of other Shareholders ("non-controlling interests"). All companies over which Bonduelle does not exercise exclusive control yet still exerts significant influence or joint control are accounted for using the equity method.

    ‌All consolidated companies of the group close their financial statements as of June 30, 2026 with the exception of the following companies: Bonduelle Kuban, Bonduelle do Brasil

  2. SEGMENT REPORTING

    Segment data is reported on the basis of the operating segments used for internal reporting purposes, also known as the management approach.

    The two operating segments are: Europe Zone and Non-Europe Zone.

    ‌The Europe Zone covers the following geographical areas: France, Germany, Northern Europe with Benelux, Central Europe with Hungaria and Poland, and Southern Europe formed by Italy and the Iberian Peninsula.

    productos alimenticios, Bonduelle Kazakhstan and Agro Rost. All these companies were consolidated on the basis of their accounting position as of June 30, 2026.

    Some companies over which the Bonduelle Group has direct, or indirect, control or over which it exercises significant influence, could not be consolidated because they were not deemed to be material.

    Companies are included within the consolidation scope with effect from the date on which control or significant influence is acquired.

    Companies are deconsolidated with effect from the date on which control or significant influence is lost.

    All income and expenses related to subsidiaries acquired or disposed of during the fiscal year are recognized in the consolidated income statement with effect from the acquisition date or until disposal.

    All transactions between consolidated companies and intercompany income (including dividends) are eliminated.

    The Non-Europe Zone covers Eastern Europe, Asia, the Mercosur, North America and Export markets.

    The primary indicators published are those used by the group's Executive Management. For additional information, net sales, depreciation, current operating income, non recurring items, capital expenditures in tangible and intangible assets and non-current assets, including net intangible and tangible assets, are broken down by geographical area, while net sales is also broken down by operating segment.

  3. TRANSLATION OF TRANSACTIONS DENOMINATED IN FOREIGN CURRENCIES AND THE FINANCIAL STATEMENTS OF FOREIGN COMPANIES Translation of transactions denominated in foreign currencies

    Transactions denominated in foreign currencies are valued using the exchange rates applicable on the transaction dates. All receivables and liabilities denominated in foreign currencies recognized in the balance sheet at the end of the period are valued at the closing rates. All foreign exchange gains and losses generated by the translation of transactions denominated in foreign currencies are included under the "financial income" and "financial expenses" headings of the income statement, except for those on borrowings denominated in foreign currencies or other instruments used to hedge long-term equity investments in that same currency, which are included on the line "Accumulated translation adjustments" of consolidated Shareholders' equity.

    Translation of the financial statements of foreign companies

    The balance sheets of companies with a functional currency other than the euro are translated into euros at the official rate at the end of the fiscal period. In each income statement, income and expenses must be translated at the exchange rate at the date of the transactions. For practical reasons, the yearly arithmetic average exchange rate is used to convert income and expense items. However, if exchange rates record significant fluctuations, a calculation method other than the yearly arithmetic average may be used, in line with the seasonality of the business.

    The exchange differences resulting from the application of these various foreign exchange rates are included on the line "Accumulated translation adjustments" in the consolidated statement of changes in Shareholders' equity until such time as the foreign holdings to which they pertain are sold or liquidated.

  4. ‌ACCOUNTING PRINCIPLES FOR ASSETS AND LIABILITIES

    The consolidated financial statements at June 30, 2026 are presented in thousands of euros, and reflect the financial position of the Company and its subsidiaries.

    They have been prepared on the basis of historical costs, with the exception of the assets and liabilities discussed below, which are recognized at fair value.

    1. Intangible assets
      1. Goodwill

        When shares are acquired in companies that are either fully consolidated or accounted for using the equity method, the cost of acquiring the shares is allocated to the assets, liabilities and contingent liabilities acquired measured at their fair value. Any positive difference between the acquisition cost and the share attributable to owners of the Company in the fair value of the assets, liabilities and contingent liabilities acquired represents goodwill. These differences are presented on the asset side of the consolidated balance sheet under "goodwill" for fully-consolidated companies and under "Investments in associates" for companies accounted for using the equity method.

        Goodwill relating to foreign companies is recognized in the functional currency of the Company acquired.

        Negative goodwill (badwill) is immediately recognized in the income statement as non-recurring items.

      2. Other intangible assets

        All separately identifiable brands acquired whose useful life is considered to be indefinite are recognized in the consolidated balance sheet under the heading "Other intangible assets".

        Licenses, patents and any other intangible assets acquired are recognized at their acquisition cost under "Other intangible assets" in the consolidated balance sheet. They are amortized on a straight-line basis in accordance with their projected useful life.

        All development costs must be capitalized as intangible assets when the Company can prove that they will generate future economic benefits and their costs can be identified.

        Development costs for software used within the group are carried as assets in the balance sheet when it is probable that these expenses will generate future economic benefits. These costs are amortized on a straight-line basis over the expected useful life of the software, which may be between one and five years. All other software acquisition and development costs are immediately recognized as expenses.

    2. Property, plant and equipment

      Property, plant and equipment are recorded on the balance sheet at their cost less accumulated depreciation and impairment. The gross amount of property, plant and equipment corresponds to their purchase or production cost. It is never remeasured. Purchase or production costs include, where applicable, all costs related to the dismantling or refurbishing of production sites.

      Given the nature of our investments, borrowing costs are not included in the cost of property, plant and equipment.

      Depreciation is calculated on a straight-line basis based on purchase cost, less any residual value, from the date on which the asset is available for use. With the exception of certain special cases, residual values are zero.

      Useful lives are reviewed periodically, particularly in the case of decisions to move production sites.

      • Buildings: 10 to 40 years.

      • Plant & equipment, office equipment: 5 to 15 years.

      • Other fixed assets: 3 to 10 years.

      During the year, the Group revised the useful lives of certain property, plant and equipment items (reusable pallets, sterilizers and freezing tunnels) following operational experience indicating longer useful lives than those previously applied. In accordance with IAS 8, this revision is treated as a change in accounting estimate and applied prospectively. The positive impact on consolidated operating profit for the financial year amounted to approximately €3.5 million.

      Where circumstances or events indicate that the value of a fixed asset may have declined, the group examines the recoverable amount of the asset (or group of assets to which it belongs).

      The recoverable amount is the higher of the asset's fair value less disposal costs and its value in use. Value in use is estimated by discounting the expected future cash flows of the asset (or group of assets to which it belongs) within the conditions of use planned by the group. Impairment is recognized when the recoverable amount of a fixed asset falls below its net carrying amount.

    3. Assets under a lease

      IFRS 16 "Leases" imposes on the lessee a single model for recognizing leases on the balance sheet via the recognition of an asset representing a right-of-use in exchange for a lease liability corresponding to the present value of the rents to be paid over the reasonably certain period of the lease. Deferred tax is also recognized on the basis of the difference between the net carrying amount of the right-of-use asset and the lease liability.

      Permanent treatment:

      • exemption of new short-term leases (less than 12 months including renewal periods with financial incentives) and low-value leases (five thousand euros);

      • the lease term corresponds to the non-cancellable period of each contract, to which should be added any renewal option that the group is reasonably certain to exercise, and any cancellation option that the group is reasonably certain not to exercise;

      • the discount rate corresponds to the incremental borrowing rate determined over the remaining term of the contracts for the entire group; this rate is defined according to the term of the lease in order to take into account payment profiles;

      • taking into account non-rental components (mainly vehicle maintenance).

        At their effective date, leases as defined by IFRS 16 "Leases" are recorded:

      • as a capital asset (right of use) for the amount of the lease liability, plus any prepayments made to the lessor, the initial direct costs incurred, less any benefits received, and an estimate of the costs of dismantling or restoring the leased asset in accordance with the terms of the lease, if any; and

      • as a financial liability for the amount of rent over the lease term as determined above, discounted at the rate specified above.

        Rights of use are amortized on a straight-line basis over the lease term. Where the lease has the effect of transferring ownership of the asset to the lessee or where it includes a purchase option, which will be exercised with reasonable certainty, the right of use is depreciated over the useful life of the underlying asset on the same terms as those applying to owned assets.

        In the consolidated statement of cash flows, payment of lease liabilities is presented in net cash flows from/(used in) financing activities, in accordance with IFRS 16 "Leases".

    4. Impairment of fixed assets

      In accordance with IAS 36 "Impairment of Assets", the recoverable amount of property, plant and equipment and intangible assets is tested for impairment whenever there is an indication of impairment and at least once a year for assets with an indefinite useful life, which are essentially goodwill and brands. Indications of impairment include a significant decline in business volumes, a deterioration in expected long-term profitability, a change in reputation or changes in regulations that adversely affect the business.

      The value of the fixed assets of each cash-generating unit (CGU), including in particular goodwill, intangible assets, property, plant and equipment and rights of use (IFRS 16), is subject to impairment testing at the time of the annual financial statements and whenever events and circumstances indicate that a loss of value is likely to have occurred.

      An impairment loss is recognized when the recoverable amount of a CGU becomes less than its net carrying amount.

      Any impairment loss is recorded first in goodwill allocated to the Cash Generating Unit (CGU), and then as a reduction of the net carrying amount of each asset within the CGU.

      The recoverable amount of goodwill, which is used to calculate any impairment to be recognized in the financial statements, is the value-in-use estimated on the basis of the present value of future cash flows.

      If this value-in-use does not cover the assets' carrying amount, the recoverable amount used (if higher) is their fair value less selling costs.

      Cash Generating Units are combinations of subsidiaries that belong to the same business segment and that generate cash flows that are clearly distinct from those generated by other CGUs. The cash flows used to calculate values in use are taken from the CGUs' five-year strategic plans.

      The growth rates used to extrapolate cash flow projections beyond the period covered by the five-year strategic plans are between 0 and 3% depending on the dynamics of the markets in which the CGUs operate.

      Cash flows are discounted using a weighted average cost of capital (WACC) determined based on Bonduelle's market data and those of its industry sector. To reflect the specific risk profiles of certain geographic areas, the Group now applies differentiated discount rates depending on the cash-generating units (CGUs) concerned. As of 30 June 2026, the discount rate applied is 9.0% for North America and 7.5% for the Group's other CGUs.

      The WACC is calculated based on a market-based debt of 23% of long-term equity and a risk-free rate of 4.3%.

      The CGUs monitored by the group are the following business segments for each operating segment: Europe and non-Europe Zones.

      For the Europe Zone:

      • the canned and frozen food segment;

      • the ready-to-use fresh segment. For the Non-Europe Zone:

      • the canned and frozen food segment in Eastern Europe;

      • the ready-to-use fresh segment in North America.

      The fair value less all related selling costs corresponds to the amount that could be obtained by selling the asset (or group of assets) under arm's length conditions, less all costs related directly to the disposal of the asset(s).

    5. Financial assets

      IFRS 9 requires financial assets to be recognized in one of the following three categories:

      • at amortized cost;

      • at fair value through other comprehensive income;

      • at fair value through profit or loss.

        Financial assets are classified and measured on the basis of two criteria: the entity's business model (collection of contractual flows or monetization by disposal) for managing financial assets and the contractual cash flow characteristics of the financial asset.

        See note 8.3 for the assets concerned.

        Financial assets at fair value through profit or loss

        These consist of financial assets held by the group with a view to generating a short-term gain, or any financial assets voluntarily classified in this category. They are measured at their fair value, and all changes are recognized in the income statement. Classified within the group's current assets, these financial instruments include, where applicable, units or shares in money market funds and derivative assets.

        Trade and related receivables

        Trade receivables

        Trade receivables are recognized in the balance sheet at amortized cost.

        As part of its financing policy, the group may have recourse to trade receivable securitization programs. Such securitizations are without recourse. The risk and legal ownership are fully transferred to the institution purchasing the receivable. As a result, these are no longer recorded as assets on the balance sheet. The group does not retain any ongoing involvement in the derecognized assets. A guarantee fund remains recorded on the balance sheet in customer receivables.

        Impairment allowance

        The impairment allowance mainly relates to disputes over which Bonduelle is in discussion with customers. Provisions for the impairment of expected credit losses are recognized at an amount equal to expected losses over the life of the receivable.

        Loans to subsidiaries and affiliates

        Loans to subsidiaries and affiliates are shown as financial assets and are recognized at amortized cost.

        Other non-consolidated investments

        Other non-consolidated investments are recognized in the consolidated balance sheet at fair value. Changes to fair value such as losses or gains on disposal are recognized in the consolidated statement of changes in Shareholders' equity under other comprehensive income and are not recycled to profit or loss.

        Other non-current financial assets

        Other non-current financial assets primarily comprise security deposits required under certain countries' tax regulations and funds covering post-employment benefit schemes. The assets are recognized at amortized cost.

        Cash and cash equivalents

        Cash and cash equivalents consist of investments that are readily convertible into known amounts of cash and that, at inception, have an original maturity of three months or less. These investments are measured at their market value.

        Cash and cash equivalents comprise cash held in current bank accounts and, where applicable, investments in money market funds (UCITS) or short-term negotiable debt instruments (NEU CP/BMTN) that can be readily converted into cash and are subject to an insignificant risk of changes in value.

    6. Financial liabilities

      Financial liability includes:

      • bond issues;

      • accrued interest not yet due;

      • borrowings and bank lines;

      • derivative liabilities.

      Financial liabilities are measured and recognized at their amortized cost using the effective interest rate method. They are recognized at the settlement date.

      In accordance with IFRS 9, the bond debt, swapped at issue and designated as a fair value hedge, was revalued for its hedged interest rate component. Changes in the fair value of the debt and associated derivatives are recognized in profit or loss for the period.

      See note 8.3 for the liabilities concerned. See note 3.4.3 for details of lease liabilities.

    7. Derivative instruments

      The group uses over-the-counter derivatives to manage exposure to foreign exchange and interest rate risks. Group policy excludes being engaged in speculative transactions on the financial markets.

      Derivatives are recognized in the consolidated balance sheet at fair value:

      • derivatives used to manage net debt and to hedge net investment in foreign operations are recognized as derivative assets or liabilities;

      • currency and rate derivatives are recognized under derivative assets or liabilities:

        • if the derivative is designated as a fair value hedge of assets or liabilities recognized in the consolidated balance sheet, its changes in value and those of the hedged item are recognized in profit or loss over the same period;

        • if the derivative is designated as a hedge of net foreign investments, its changes in value are recorded in equity under translation adjustments and are recycled in profit or loss when the asset is derecognized;

        • if the derivative is designated as a future cash flow hedge:

          • changes in the value of its effective portion are recognized in equity under other comprehensive income and are recycled to profit or loss when the hedged item is itself recognized in profit or loss under the same heading;

          • the time value (premium/discount and currency option premium, cross-currency swap basis spreads) is recognized in equity under other comprehensive income and is recognized in profit or loss when the underlying matures, in line with the principles adopted by the group.

      Changes in the fair value of the ineffective portion of instruments qualifying as hedges, and changes in the fair value of derivatives that do not qualify for the use of hedge accounting, are recognized directly through profit or loss for the period (financial result).

      Derivatives are recognized at the transaction date.

      IFRS 13 distinguishes three levels of methods for determining fair value:

      • level 1: quoted prices on an active market for similar instruments with no adjustment;

      • level 2: fair value determined based on data observable either directly (such as a price) or indirectly (calculated based on another price), but other than a quoted price on an active market as stated under level 1;

      • level 3: fair value determined based on unobservable market data.

      The method used by Bonduelle is level 2 in accordance with IFRS 13. Moreover, the market data used in the valuation models includes central bank fixings and data supplied by platforms such as Reuters.

    8. Inventories

      Materials inventories are measured at their weighted average unit cost. Inventories of work-in-progress and finished products are measured at their production cost, which includes the cost of purchasing the materials used and all direct and indirect production costs (including fixed production costs).

      Borrowing costs are not included in the inventory cost. Impairment is deemed necessary in the following cases:

      • for raw materials, when the current market price is lower than the inventory value;

      • for finished products and commodities sold as-is, each time the probable net realizable value is lower than the production or purchase cost.

      The amount of impairment required to bring inventory to its net realizable value, and all inventory losses, are recognized as expenses for the period during which the impairment or loss occurred. The sum of any recoveries of inventory impairment resulting from an increase in the net realizable value is recognized as a reduction in the amount of inventories recognized in expenses in the period during which the recovery was made.

      Intercompany margins are eliminated

    9. Treasury shares

      Bonduelle's shares held by the Company are recognized as a reduction to consolidated equity, on the line "Treasury shares", for an amount corresponding to their cost. Any funds generated by the sale of treasury shares are applied directly as an increase in Shareholders' equity, and therefore any gains or losses on disposal do not impact net income for the year.

    10. Investment grants

      Investment grants appear in the balance sheet under "Other non-current liabilities". These are listed under "Other operating income" in the income statement and are recognized over the same period as the amortization of the fixed assets that they have made possible to acquire.

    11. Taxes

      Income tax expense corresponds to the current tax payable by each consolidated tax entity, adjusted for deferred taxes.

      In France, Bonduelle SCA is the head of the tax consolidation group that includes Bonduelle SA, Bonduelle Europe Long Life SAS, Sud Ouest Légumes Alliance SAS, Bonduelle Development SAS, Champiloire SAS, Bonduelle Frais Traiteur SAS, Bonduelle Frais France SAS, Bonduelle Traiteur International SAS, Euromycel SAS, MOD Bond SAS, Coviju 3 SAS, Bonduelle Ré SA, LBS Holding SAS and SACSA SAS.

      All current taxes in respect of the period are classified in current liabilities on the balance sheet insofar as they have not been settled. Any overpayments of income taxes are classified among balance sheet assets as current receivables.

      Deferred taxes are recognized on temporary differences between the carrying amounts of assets and liabilities and their value for tax purposes, with the exception of goodwill. Under the liability method, deferred taxes are calculated on the basis of the income tax rate expected for the fiscal year during which the asset will be realized or the liability settled

      Breakdown of the various plans:

      and are classified among non-current assets and liabilities. Impacts of changes in tax rates from one year to the next are recognized in the net income of the fiscal year during which the change is recognized. Deferred taxes pertaining to items recognized directly in Shareholders' equity are also recognized in Shareholders' equity.

      Total deferred tax assets resulting from temporary differences and tax loss and credit carryforwards must not exceed the estimated value of the tax that may be recovered. The latter is assessed at the end of each fiscal year, based on earnings forecasts for the tax entities concerned. Deferred tax assets and liabilities are not discounted.

      All deferred taxes are recognized through profit or loss on the income statement, except those generated by items that are allocated directly to equity. In this case, the deferred taxes are also allocated to equity. This is the case in particular for deferred taxes on brands when the expected tax rate has just been modified.

    12. Retirement benefits, end-of-career bonuses and welfare insurance

      The group provides its employees with either defined contribution or defined benefit plans.

      The group's main obligations under its defined benefit programs consist of retirement benefits and long service awards in France, retirement plans in Germany and termination benefits in Italy.

      France

      Germany

      Italy

      Type of plan

      Termination benefits and long service awards

      Retirement plans

      Termination plans

      Discount rate

      4.10%

      4.10%

      4.10%

      Return on plan assets

      4.10%

      N/A

      N/A

      Future salary increase

      2.20%

      2.00%

      17% on TFR revaluation

      Retirement age

      64 years

      65 years

      68 years

      Apart from the US work-related accident compensation scheme (worker's compensation) described in note 3.4.14, the group does not have any obligations for medical benefits.

      The same discount rate (4.10%) is used to calculate Bonduelle's obligations under the various plans. It was determined based on AA-rated bond yields of private issuers in the euro zone. The rate of salary inflation presented is an average rate, calculated specifically for each plan.

      In accordance with IAS 19, "Employee Benefits", the projected unit credit method is used to calculate pension and other post-retirement benefits under the defined benefit plans, in particular using assumptions about salary inflation, employee turnover, retirement age and life expectancy.

      The corresponding actuarial liabilities are recognized either as contributions paid to insurance companies or in the form of provisions.

      Under the revised IAS 19, the Bonduelle Group recognizes the actuarial gains and losses generated during the year directly to equity.

      Actuarial gains and losses are generated by inter-period changes in the actuarial assumptions used to calculate the value of the liabilities and the assets, and by experience differences corresponding to changes to the database of individual records.

      The lines "Impact of discounting" and "Projected return on plan assets" are recognized in financial income.

      Under defined contribution plans, the group's only obligation is to pay the required premiums. Said premiums are recognized in the income statement for the period.

    13. Other non-current and current provisions

      Provisions are recognized for clearly identified risks and expenses whose timing or amount is uncertain, when an obligation to a third party exists and it is certain or likely that this obligation will result in an outflow of resources without receiving a consideration of at least equivalent size in return.

      In the case of restructuring, an obligation is recognized once its implementation has begun or a detailed plan has been drawn up that has, to a sufficiently clear extent, created a reasonable expectation on the part of the persons in question that the Company will implement the restructuring.

      With regard to US companies with workers' compensation programs, compensation claims made and not yet settled at the reporting date, whether carried forward or not, are covered by provisions determined on the basis of the estimated cost of settlement and related processing costs. Where there is enough historical group or market data on claims made and settled, the Executive Management of such companies, with the help of external actuaries, estimates the risks covered by such companies for claims not yet reported, using the actuarial cost method for claims incurred but not reported (IBNR - Incurred But Not Reported). Such provisions are recognized as provisions for social risks and expenses in the Bonduelle Group financial statements and are reassessed at the end of every period.

    14. Net sales

      net sales is derived mainly from sales of finished products. It is recognized in profit or loss when the customer actually obtains control of the product, when it can direct the use and obtain substantially all the remaining benefits from it.

      net sales is recognized net of any discounts or rebates accorded to customers and any costs related to trade agreements, referencing agreements, and/or concerning occasional promotional campaigns invoiced by distributors as well as any penalties that may be incurred by Bonduelle. These amounts are measured when the net sales is recognized, on the basis of agreements and commitments with the customers in question.

      net sales may also include transport services supplied by Bonduelle to its customers. net sales is then recognized when the service is provided.

    15. Other current operating income and expenses

      This item primarily comprises grants, income from asset disposals, sales not classed as net sales (particularly sales to partners) as well as income associated with adjustments or compensation received.

    16. Non-recurring items

      Non-recurring items comprise significant items that cannot be considered as inherent to the group's operational activity due to their nature and non-habitual character. They include mainly badwill, impairment of intangible assets (including goodwill) from consolidated shareholdings, restructuring and reorganization costs, acquisition costs, insurance deductibles and costs related to non-covered claims, and financial losses arising from fraud or fines, as well as the impacts of changes in estimates.

    17. Share-based payments

      Share purchase options and free shares granted to employees are measured at their fair value on the allocation date. The fair value is calculated using the Black & Scholes option pricing model for stock options and the discounting of share value adjusted for dividends for the share allocation plans. The fair value of free shares granted is also calculated on the basis of presence and performance requirements established by the Executive Management. This value is recognized in the income statement for the period during which employee's exercise rights become vested, with the offsetting entry consisting of an equivalent increase in Shareholders' equity. All expenses recognized in relation to options that expire prior to becoming exercisable are reversed in the income statement for the period during which they expire.

    18. Basic earnings per share and diluted earnings per share

      Basic earnings per share are calculated by dividing net income attributable to owners of the Company by the average number of shares in issue during the fiscal year.

      To calculate diluted earnings per share, the weighted average number of shares is adjusted to reflect the impact of the conversion of any dilutive instruments into common shares.

    19. Assets and liabilities held for sale and operations discontinued, sold or in the process of being sold

      Assets and liabilities held for sale, i.e. immediately available for disposal and whose disposal is highly probable, are presented on separate lines of the consolidated balance sheet of the period during which the decision to sell was taken. The consolidated balance sheets of previous periods are not restated. Sale is said to be highly probable when a plan for the sale of the asset (or group of assets) held for sale has been drawn up by the Executive Management and an active search for an acquirer has been initiated.

      Assets held for sale are measured at the lowest of their carrying amount or fair value, minus any selling costs, and are no longer depreciated.

      Furthermore, net income and cash flow from discontinued operations or operations that have been disposed of or are in the process of being disposed of are presented respectively on a separate line of the income statement and the statement of changes in cash and cash equivalents, for all of the periods presented.

    20. Use of estimates

      As part of the normal preparation of the consolidated financial statements, the calculation of certaiinancial data requires the use of assumptions, estimates and assessments. This is especially true for the measurement of property, plant and equipment and intangible assets, deferred taxes on tax loss carryforwards and the calculation of the amount of provisions for risks and charges or provisions for employee benefit and sales commitments. These assumptions, estimates and assessments are based on information and positions existing at the date on which the financial statements were prepared, which may prove, after the fact, to be different from the actual figures.

    21. Reclassifications

      The presentation of certain items in the financial statements pertaining to prior years may have been modified to make them compliant with the accounting principles adopted for the most recent period presented. No significant reclassifications were made during the fiscal year.

    22. Alternative performance indicators

      In its financial reporting, the group presents performance indicators not defined by accounting standards. The main performance indicators are as follows:

      • like-for-like basis: at constant currency exchange rate and scope of consolidation basis. Net sales in foreign currency over the current period is translated at the rate of exchange for the comparable period. The impact of business acquisitions (or takeovers) and divestments is restated as follows:

        • For businesses acquired (or gain of control) during the current period, net sales generated since the acquisition date is excluded from the organic growth calculation;

        • For businesses acquired (or gain of control) during the prior fiscal year, net sales generated during the current period up until the first anniversary date of the acquisition is excluded;

        • For businesses divested (or loss of control) during the prior fiscal year, net sales generated in the comparative period of the prior fiscal year until the divestment date is excluded;

        • For businesses divested (or loss of control) during the current fiscal year, net sales generated in the period commencing 12 months before the divestment date up to the end of the comparative period of the prior fiscal year is excluded.

      • non-recurring items: note 3.4.16;

      • net debt: the Company's credit or debit position with regard to third parties at the end of the operating cycle. It corresponds to current and non-current financial liabilities adjusted for derivative assets and liabilities, lease liabilities and cash and cash equivalents;

      • ‌gearing: gearing is the ratio of net debt (note 8.6.3) to total shareholders' equity;

      • leverage ratio: the leverage ratio corresponds to the ratio of net debt to REBITDA. It shows the number of years that the Company would need to pay back its debt based on its REBITDA;

      • gross cash flows from operating activities: this corresponds to net cash flow generated by operating activities before change in working capital requirement. It corresponds to net income corrected for the share of net income from associates and calculated items (depreciation and amortization and provisions, deferred taxes and other income with no impact on cash flow);

      • current operating margin: the current operating margin is the ratio of current operating income to net sales;

      • REBITDA (Recurring earnings before interest, taxes, depreciation and amortization): this is current operating income restated for depreciation, amortization and impairment on property, plant and equipment and intangible assets;

      • operating income: this corresponds to current operating income adjusted for non-recurring items;

      • current operating income: current operating income corresponds to net income before financial income, income tax and share of net income from associates. The group uses current operating income as its main performance indicator. Current operating income shall be taken as before taking into account non-recurring items. These correspond to material items that are unusual, abnormal and infrequent and do not relate to the Company's underlying performance;

      • ROCCE: this ratio measures the profitability of capital investments made by Shareholders and funds loaned by banks and other financial partners. It is obtained by dividing current operating income by capital employed, or the sum of shareholders' equity and net debt.

  5. CONSIDERATION OF THE EFFECTS OF CLIMATE CHANGE

Bonduelle has been committed to the fight against climate change for nearly 20 years. This commitment and related actions have been described since this year in the sustainability report (see Chapter 2), made mandatory by the implementation of the CSRD. Furthermore, for many years, Bonduelle has been committed through the positive impact strategy called B! Pact. Regarding the effects of climate change, the group maintains its ambition to contribute to carbon neutrality by 2050, aligning its objectives with the most ambitious scenarios of the Science Based Targets initiative (SBTi) (see 2.2.1 E1. Climate Change). The governance established on these issues enables progress on climate change mitigation and adaptation strategies (see Chapter 2, Part 2.2.1.2 of the URD).

Thus, taking into account:

- the activities of the Bonduelle Group and its geographical location;

  • the nature and magnitude of the current and potential impacts of risks and opportunities related to climate change as identified and assessed in its Risk Factors (Section 4.2) and its sustainability report (Section 2);

  • the commitments made by the group in this area, particularly in terms of reducing its greenhouse gas emissions by 2035.

    The Bonduelle Group has not identified any significant effects for fiscal year 2025-2026. In particular:

  • no significant provisions for environmental risks and charges were recorded in the consolidated balance sheet at June 30, 2026

  • no significant impacts on the value of its property, plant and equipment or intangible assets. In particular, the implementation of action plans to adapt production tools does not affect their useful life.

‌Note 4 Scope of consolidation‌
  1. CHANGE IN SCOPE OF CONSOLIDATION
    1. Disposal of the packaged salad business in France

      As disclosed in Note 2 Significant Events, the disposal of the packaged salad business in France was completed on 17 July 2025. The disposal gain recognized as of 30 June 2026 within discontinued operations amounted to 35.7 million euros.

  2. ‌ASSOCIATES
4.1.2. Other changes in scope of consolidation

The Group carried out several restructuring transactions during the year. Coviju 4 was dissolved without liquidation through a universal transfer of assets and liabilities to its sole shareholder, Bonduelle SA. In addition, BF Nature Bio, which no longer had any significant operating activity, was liquidated during the year. As these transactions involved entities with no significant activity, they had no material impact on the Group's consolidated financial statements.

‌At June 30, 2026, net income from associates corresponds to the net income of companies accounted for by the equity method, prorated according to the percentage interest held by the Bonduelle Group (see note 15).

‌Note 5 Assets Held for Sale and Discontinued Operations
  1. APPLICATION OF IFRS 5

    As disclosed in Note 2, the disposal of Bonduelle Frais France became effective on 17 July 2025. The Group recognized the related disposal gain during the 2025-2026 financial year. Accordingly, the impact of this transaction is presented within profit from discontinued operations in accordance with IFRS 5.

    Following the disposal of the Fresh activities in France and Germany, the Group decided to cease the operations of BF Agricola 4G. As of the reporting date, a significant portion of the entity's workforce had been made redundant and the entity no longer carried out any operating activities. The liquidation of BF Agricola 4G during the next financial year is considered highly probable. Accordingly, the results of this entity are presented within discontinued operations in accordance with IFRS 5. The related assets remain recognized in the statement of financial position until their effective disposal.

    BF Nature Bio, which had ceased to have significant operating activity, was liquidated during the year. The impacts associated with this entity are presented consistently with those of the Group's other discontinued operations.

    In the income statement, the contribution from discontinued operations is included under 'Net income from discontinued operations'. In the cash flow statement, the contribution is grouped together on the lines 'Cash flow from discontinued operations' for the three main aggregates in the statement (Operating activities, Investments, Financing). These restatements are applied to all the periods presented in order to ensure that the information is consistent.

    Details of items classified under "Net income from discontinued operations","Cash flow from discontinued operations', "Assets held for sale" and "Liabilities held for sale".' are shown in Note 5.2.

  2. ‌COMPARATIVE INFORMATION

Income statement including reclassification of discontinued operations

The Group's performance before the IFRS 5 reclassification is presented below, together with details of the related reclassification. This reclassification includes the disposal gain on Bonduelle Frais France, the liquidation result of BF Nature Bio, and the operating activity of BF Agricola 4G.

(in thousands of euros)

Without IFRS 5

At 2026/06/30

IFRS 5 restatement

Published

Revenue

2,186,166

0

2,186,166

Purchases and external charges

(1,563,509)

2,595

(1,560,913)

Employee benefits expenses

(460,826)

1,645

(459,181)

Depreciation, amortization and impairment

(82,297)

645

(81,652)

Other operating income

31,661

(2,629)

29,032

Other operating expenses

(34,149)

308

(33,841)

Current operating income

77,046

2,564

79,610

Non-recurring items

(10,864)

(36,407)

(47,272)

Operating profit

66,182

(33,843)

32,339

Cost of net debt

(22,969)

87

(22,881)

Other financial income and expenses

(6,496)

142

(6,354)

Financial income

(29,465)

230

(29,235)

Share of net income from associates

4,337

0

4,337

Profit before tax

41,054

(33,614)

7,440

Income tax

(24,882)

521

(24,361)

Net income from continuing operations

16,171

(33,093)

(16,921)

Net income from discontinued operations

0

33,093

33,093

CONSOLIDATED NET INCOME

16,171

0

16,171

‌- Attributable to owners of the Company

16,171

0

16,171

- Attributable to non-controlling interests

0

0

0

‌Note 6 Operating data and non-recurring items
  1. SEGMENT REPORTING

    (in thousands of euros)

    Europe Zone

    Non-Europe

    Zone

    Eliminations

    Total at 2025/06/30

    Net sales

    1,368,759

    849,261

    (14,259)

    2,203,761

    Intercompany sales

    (14,259)

    0

    14,259

    0

    TOTAL NET SALES

    1,354,500

    849,261

    0

    2,203,761

    Depreciation, amortization and impairment

    (57,590)

    (27,605)

    0

    (85,195)

    Current operating profit by sector

    77,249

    6,519

    0

    83,767

    Non-recurring items by sector

    (4,355)

    (6,444)

    0

    (10,799)

    (in thousands of euros)

    Europe Zone

    Non-Europe

    Zone

    Total at 2025/06/30

    - France

    227,428

    0

    227,428

    - United- States

    0

    76,879

    76,879

    - Others

    88,578

    23,136

    111,714

    TOTAL NET INTANGIBLE AND TANGIBLE ASSETS

    316,006

    100,015

    416,021

    - France

    345,905

    0

    345,905

    - United- States

    0

    223,965

    223,965

    - Others

    150,351

    152,519

    302,870

    TOTAL NON CURRENT ASSETS

    496,256

    376,484

    872,740

    (in thousands of euros)

    Europe Zone

    Non-Europe

    Zone

    Total at 2025/06/30

    Capital expenditures in tangible and intangible assets

    (64,592)

    (13,751)

    (78,343)

    (in thousands of euros)

    Europe Zone

    Non-Europe

    Zone

    Eliminations

    Total at 2026/06/30

    Net sales

    1,387,560

    814,023

    (15,418)

    2,186,166

    Intercompany sales

    (15,418)

    0

    15,418

    0

    TOTAL NET SALES

    1,372,142

    814,023

    0

    2,186,166

    Depreciation, amortization and

    (54,237)

    (27,416)

    0

    (81,652)

    impairment

    Current operating profit by sector

    60,142

    19,469

    0

    79,610

    Non-recurring items by sector

    (3,356)

    (43,917)

    0

    (47,272)

    (in thousands of euros)

    Europe Zone

    Non-Europe

    Zone

    Total at 2026/06/30

    - France

    238,927

    0

    238,927

    - United- States

    0

    74,057

    74,057

    - Others

    85,099

    24,249

    109,349

    TOTAL NET INTANGIBLE AND TANGIBLE ASSETS

    324,027

    98,306

    422,333

    - France

    358,223

    0

    358,223

    - United- States

    0

    182,976

    182,976

    - Others

    142,292

    163,564

    305,856

    TOTAL NON CURRENT ASSETS

    500,515

    346,540

    847,056

    (in thousands of euros)

    Europe Zone

    Non-Europe

    Zone

    Total at 2026/06/30

    Capital expenditures in tangible and intangible assets

    (54,449)

    (13,935)

    (68 384)

    1. Information by segment

      (in thousands of euros)

      Canned

      Frozen

      Fresh

      Total at 2025/06/30

      Net sales

      1,070,457

      298,236

      835,067

      2,203,761

      (in thousands of euros)

      Canned

      Frozen

      Fresh

      Total at 2026/06/30

      Net sales

      1,119,871

      305,058

      761,237

      2,186,166

    2. Information by destination geographical region

      (in thousands of euros)

      At 2025/06/30

      At 2026/06/30

      France

      704,105

      32%

      704,286

      32%

      United States

      579,311

      26%

      507,350

      23%

      Southern Europe

      265,441

      12%

      264,427

      12%

      Germany

      139,320

      6%

      153,517

      7%

      Eurasia 1

      213,731

      10%

      258,989

      12%

      Northern Europe

      103,728

      5%

      100,489

      5%

      Central and Eastern Europe

      138,016

      6%

      145,926

      7%

      Other

      60,109

      3%

      51,182

      2%

      TOTAL NET SALES

      2,203,761

      100%

      2,186,166

      100%

      1 Russia and other CIS countries.

  2. ‌PURCHASES AND EXTERNAL EXPENSES

    (in thousands of euros)

    At 2025/06/30

    At 2026/06/30

    Purchases of goods and other supplies

    (1,147,455)

    (1,080,400)

    Production in inventory

    65,357

    (13,579)

    Changes in inventories of goods and other supplies

    (14,583)

    (12,965)

    ‌Other external expenses

    (471,350)

    (453,969)

    TOTAL PURCHASES AND EXTERNAL EXPENSES

    (1,568,031)

    (1,560,913)

  3. OTHER OPERATING INCOME AND EXPENSES

    (In thousands of euros)

    Notes

    At 2025/06/30

    At 2026/06/30

    Operating services

    8,436

    8,260

    Reversals of provisions

    12.1

    2,235

    1,483

    Reversal of current asset impairment

    6.5 & 6.6

    8,641

    10,789

    Grants

    2,070

    1,259

    Income from asset disposals

    254

    1,697

    Other operating income 1

    12,684

    5,545

    TOTAL OTHER OPERATING INCOME

    34,320

    29,032

    1 This item mainly comprises sales to partners not classed as net sales, insurance compensation and settlement of accounts with third parties.

    (In thousands of euros)

    Notes

    At 2025/06/30

    At 2026/06/30

    Taxes and duties

    (21,276)

    (22,086)

    Provisions

    12.1

    (1,677)

    (5,469)

    Impairment of current assets

    6.5 & 6.6

    (8,591)

    (7,953)

    Other operating expenses 1

    776

    1,668

    ‌TOTAL OTHER OPERATING EXPENSES

    (30,768)

    (33,841)

    1 This item mainly consists of capitalized production.

  4. NON-RECURRING ITEMS

    (in thousands of euros)

    At 2025/06/30

    At 2026/06/30

    Reorganization and restructuring costs 1

    (8,598)

    (7,535)

    Insurance deductibles and costs relating to claims

    (256)

    (44)

    Impairment of property, plant and equipment and goodwill 2

    (4,636)

    (35,144)

    Other (net balance) 3

    2,691

    (4,548)

    TOTAL NON-RECURRING ITEMS

    (10,799)

    (47,272)

    1. Mainly comprises various costs related to organizational changes, including expenses associated with the Transform to Win project and costs incurred for the relocation of Bonduelle America's offices from Los Angeles to Philadelphia

    2. ‌Relates to the impairment of the goodwill allocated to the North American Ready-to-Eat Fresh business CGU, amounting to €35.1 million

    3. Mainly comprises costs related to various legal matters amounting to €1.5 million and expenses of €3.0 million resulting from a seed quality issue in the United States

  5. INVENTORIES AND WORK IN PROGRESS

    (in thousands of euros)

    Gross amounts

    Impairment

    Net carrying amount at 2025/06/30

    Gross amounts

    Impairment

    Net carrying amount at 2026/06/30

    Materials and packaging

    192,652

    (8,753)

    183,900

    194,207

    (7,587)

    186,620

    Work-in-progress and

    619,261

    (34,877)

    584,384

    592,657

    (29,783)

    562,874

    finished products

    TOTAL INVENTORIES AND WORK-IN-PROGRESS

    811,913

    (43,630)

    768,283

    786,864

    (37,370)

    749,494

    Detail of impairment of inventories and work-in-progress

    (in thousands of euros)

    At 2025/06/30

    At 2026/06/30

    Materials and packaging

    Opening balance

    (10,860)

    (8,753)

    Additions

    (2,272)

    (2,425)

    Reversals

    1,658

    895

    Change in scope of consolidation

    272

    0

    Translation adjustments and other

    2,450

    2,696

    CLOSING BALANCE

    (8,753)

    (7,587)

    Work-in-progress and finished products

    Opening balance

    (37,392)

    (34,877)

    Additions

    (3,962)

    (4,148)

    Reversals

    6,794

    9,513

    Change in scope of consolidation

    0

    0

    ‌Translation adjustments and other

    (317)

    (271)

    CLOSING BALANCE

    (34,877)

    (29,783)

  6. TRADE AND OTHER RECEIVABLES

    (in thousands of euros)

    Gross amounts

    Impairment

    Net carrying amount at 2025/06/30

    Gross amounts

    Impairment

    Net carrying amount at 2026/06/30

    Customers

    214,075

    (3,473)

    210,602

    197,682

    (5,001)

    192,681

    Tax and social security

    47,116

    0

    47,116

    48,888

    0

    48,888

    receivables

    Other receivables

    48,306

    (981)

    47,325

    46,715

    (234)

    46,482

    TOTAL TRADE AND OTHER RECEIVABLES

    309,497

    (4,454)

    305,044

    293,286

    (5,235)

    288,051

    Change in impairment of trade and other receivables

    (in thousands of euros)

    At 2025/06/30

    At 2026/06/30

    Customers

    Opening balance

    (5,947)

    (5,030)

    Additions

    (2,363)

    (1,376)

    Reversals

    208

    382

    Change in scope of consolidation

    30

    0

    Translation adjustments and other 1

    3,041

    1,024

    CLOSING BALANCE

    (5,030)

    (5,001)

    Other receivables

    Opening balance

    (437)

    (224)

    Additions

    0

    (4)

    Reversals

    1

    0

    Change in scope of consolidation

    0

    0

    Translation adjustments and other 1

    212

    (6)

    CLOSING BALANCE

    (224)

    (234)

    1 Reclassifications from account to account.

    Trade and related receivables by maturity

    (in thousands of euros)

    At 2025/06/30

    At 2026/06/30

    Not yet due

    163,120

    163,791

    Overdue

    - less than 30 days

    23,440

    14,175

    - between 30 and 90 days

    4,308

    5,515

    - more than 90 days

    4,042

    9,199

    ‌TOTAL TRADE AND RELATED RECEIVABLES

    194,911

    192,681

  7. TRADE AND OTHER PAYABLES

(in thousands of euros)

At 2025/06/30

At 2026/06/30

Trade payables

431,553

432,526

Amounts payable for acquisition of assets

15,087

13,714

Tax and social security payables

128,523

127,457

Other payables

61,679

50,453

‌TOTAL TRADE AND OTHER PAYABLES

636,842

624,151

‌Note 7 Expenses, headcount and employee benefits
  1. COMPENSATION AND WORKFORCE

    (in thousands of euros and number of employees)

    At 2025/06/30

    At 2026/06/30

    Employee expense for consolidation companies

    (470,320)

    (459,181)

    Average annual workforce 1

    10,297

    9,301

    Permanent workforce 1

    8,115

    7,451

    Average annual workforce 2

    9,602

    9,234

    Permanent workforce 2

    7,618

    7,445

    1. Including the headcount of Bonduelle Fresh France, Germany and Spain on a 12-month basis.

    2. ‌Restated following the application of IFRS 5 - excluding the headcount of Bonduelle Fresh France, Germany and Spain.

  2. EMPLOYEE BENEFIT OBLIGATIONS
    1. Defined contribution plans

      The group is involved in setting up pension plans for its personnel in accordance with the laws and practices of the countries in which group companies operate. Commitments correspond to contributions payable. These stand at 32,581 thousand euros at June 30, 2026, compared with 32,863 thousand euros at June 30, 2025.

    2. Defined benefit plans

      In addition, the group is mainly responsible for contractual commitments to pay severance and termination benefits. Commitments are measured using the Projected Credit Unit method.

      A description of the plans can be found in note 3.4.12.

      Changes to the financial position of defined benefit plans are as follows:

      (in thousands of euros)

      2024-2025

      2025-2026

      Income statement: Retirement expense

      Cost of services rendered during the year

      1,888

      1,692

      Impact of discounting

      799

      827

      Projected return on plan assets

      0

      0

      (Gains) / Losses related to plan liquidation

      0

      0

      RETIREMENT (INCOME) EXPENSE RECOGNIZED

      2,686

      2,519

      (in thousands of euros)

      2024-2025

      2025-2026

      Change in the present value of the obligation

      Present value of DBO 1 at July 1

      24,538

      22,837

      Cost of services rendered during the year

      1,888

      1,692

      Impact of discounting

      803

      831

      Currency effect

      7

      (6)

      Benefits paid

      (2,297)

      (2,016)

      Actuarial (gains)/losses related to changes in demographic assumptions

      13

      4

      Actuarial (gains)/losses related to changes in actuarial assumptions

      146

      (968)

      Actuarial (gains)/losses related to experience differences

      398

      (769)

      Other movements

      (2,658)

      211

      PRESENT VALUE OF DBO 1 AT JUNE 30

      22,837

      21,816

      1 DBO : Defined benefit obligation.

      (in thousands of euros) 2024-2025

      2025-2026

      Change in fair value of plan assets

      Fair value of plan assets at July 1 1,180

      127

      Projected return on plan assets 4

      5

      Employer contributions 124

      166

      Employee contributions 0

      0

      Plan liquidation (253)

      (157)

      Benefits paid (930)

      (28)

      Actuarial gains/(losses) related to experience differences 1

      (3)

      FAIR VALUE OF PLAN ASSETS AT JUNE 30 127

      110

      (in thousands of euros) 2024-2025

      2025-2026

      Reconciliation with amount recognized in balance sheet

      Net financial position: surplus/(deficit) (22,711)

      Impact of the limiting of surpluses 0

      (Provision) at June 30 (22,711)

      (21,706)

      0

      (21,706)

      NET ASSETS AT JUNE 30 0

      0

      (in thousands of euros)

      2024-2025

      2025-2026

      Actuarial gains and losses

      Actuarial (gains)/losses generated at July 1

      1,327

      1,863

      Actuarial (gains)/losses generated between July 1 and June 30

      536

      (1,732)

      (in thousands of euros)

      2024-2025

      2025-2026

      Change in carrying amounts recognized during the fiscal year

      Net opening (liability) asset

      (23,358)

      (22,711)

      Retirement (expense) income

      (2,686)

      (2,519)

      Benefits paid by the employer

      2,168

      2,025

      Currency effect

      (7)

      6

      Actuarial differences recognized in equity

      (556)

      1,730

      Other movements

      1,728

      (238)

      NET CLOSING (LIABILITY) ASSET

      (22,711)

      (21,706)

      For the actuarial assumptions at fiscal year-end, refer to note 3.4.12.

      ‌The assets managed by financial institutions to cover the group's termination benefit obligations are matched to general assets.

  3. SHARE-BASED PAYMENTS

As of June 30, 2026, the sensitivity of provisions for pension obligations to the discount rate was as follows: an increase of 0.50 points in the discount rate would have reduced the group's liability by 1,135 thousand euros. Conversely, a 0.50-point drop would have increased the group's liability by 1,231 thousand euros.

The Bonduelle SCA General Management is authorized to grant Bonduelle share purchase options and free shares to certain directors and officers and employees of Bonduelle.

Characteristics of the free share allocation plans (AGA)1

Plan n° 29

Plan n° 30

Plan n° 31

Plan n° 32

Plan n° 33

Date of Shareholders' Meeting:

12/2/2021

12/2/2021

12/5/2024

12/4/2025

12/4/2025

Date of the General Management decision

12/13/2022

12/15/2023

12/16/2024

12/15/2025

12/15/2025

Initial number of shares allocated

289,117

369,337

633,795

32,175

472,484

  • Of which number of shares allocated to Félix Bonduelle, representative of Pierre et Benoit Bonduelle SAS, General Manager of Bonduelle SCA 2

Not applicable

0

0

0

0

  • Of which number of shares granted to the GELT

138,596

169,793

331,683

32,175

320,171

  • Of which others

150,521

199,544

302,112

0

152,313

Total number of free shares allocated

289,117

369,337

633,795

32,175

472,484

Total number of free shares canceled or expired

174,138

0

0

0

0

Effective allocation date

11/18/2025

11/13/2026

11/17/2027

12/15/2026

11/15/2028

Date from which shares can be sold

11/19/2025

11/14/2026

11/18/2027

16/12/2027

11/16/2028

Number of shares actually allocated at June 30, 2026

114,979

0

0

0

0

  1. The allocation of free shares is based on a long-term incentive mechanism.

    The plans 29 to 30 are based on a return on capital employed criterion and on a CSR criterion relating to B Corp B ambition and their effective benefit is conditional on presence in the workforce on the effective allocation date.

    Plan 31 and 33 are based on a return on capital employed criterion and on CSR criteria, namely maintaining B Corp certification, meeting greenhouse gas reduction targets (scopes 1 and 2) that are aligned with the B!Pact's decarbonization objectives, and improving the employee engagement rate.

    Plan 32 is based on an operating profit criterion and on criteria related to the company's transformation roadmap.

    In accordance with the provisions of the Afep-Medef Code, there are no hedging transactions in favor of Corporate Officers

  2. Bonduelle SCA has no employees. No remuneration is paid in respect of the corporate officer mandate of Pierre et Benoît Bonduelle SAS, Manager of Bonduelle SCA. Accordingly, Mr. Félix Bonduelle, legal representative of Pierre et Benoît Bonduelle SAS, does not benefit from any free share allocation plan.

Valuation of stock option and free share allocation plans

‌As stated in note 3.4.18, share purchase options and free shares granted to employees are measured at their fair value on the allocation date, based on the Black & Scholes pricing model for option plans and the dividend discount model for the free share allocation plans. The fair value of

free shares granted is also calculated on the basis of presence and performance requirements established by General Management.

The income under IFRS 2 for the period was 522 thousand euros.

‌Note 8 Financing and financial instruments
  1. FINANCIAL RISK MANAGEMENT

    The group has established an organization that provides for centralized management of all of its liquidity, currency, interest rate and counterparty credit risks. The Finance Department has assigned the group Finance and Treasury Department responsibility for financial risk management, and provided it with all of the expertise and tools needed to participate in the various financial markets as effectively and

    safely as possible. The organization and procedures utilized are regularly reviewed by the Internal Audit Department and the Statutory Auditors. The Chief Financial Officer validates, at meetings held regularly with Treasury director, the implementation of previously authorized management strategies.

    In a rapidly changing global economic environment, characterized by market volatility and changes in financial techniques, the role of the group Finance and Treasury Department is to:

    • ensure optimum and sufficient financing for the development and growth of the group's operating activities;

    • identify, evaluate and hedge all financial risks in close collaboration with the operations teams.

    The objective is to minimize, at the lowest possible cost, the impact of financial market fluctuations on the group's income statement, in order to reduce the capital allocation required to manage these financial risks.

    The group prohibits the taking of speculative positions.

    1. Liquidity risk

      The group Finance Department is responsible for maintaining sufficient liquidity at all times. It accomplishes this by efficiently managing the group's cash balances and ensuring that the maturity and conditions of the financing obtained are appropriate. In particular, it arranges confirmed lines of credit for optimal flexibility of the group's financing (see note 8.6).

      Lastly, as of June 30, 2026, Bonduelle's subsidiaries in Russia had local credit lines that could be immediately mobilized to finance current operations in Russia in compliance with international sanctions.

      The Company specifically reviewed its liquidity risk and considers that it is able to meet its future payments.

    2. Market risks

      Currency risk

      Risks related to changes in foreign exchange rates

      The group publishes its consolidated financial statements in euros, and in 2025-2026, 62.0% of net sales and 83.6% of current operating income were denominated in euros.

      The portion of assets, liabilities, sales and results, expressed in other currencies, is constantly changing. This means that the group is affected by fluctuations in the value of these currencies relative to the euro when they are translated into euros in the consolidated financial statements. For example, when the euro rises against these currencies, it reduces the earnings contribution from those subsidiaries whose financial statements are denominated in these currencies.

      All sales and expenses of group subsidiaries are generally expressed in their local currency, with the exception of imports, exports and financial transactions covered by centralized and systematic foreign currency hedges, where the type of exposure means that it can be hedged: Bonduelle therefore believes that its local exposure to currency fluctuations, after hedging, should remain limited.

      Hedging policies for currency risk

      The group seeks to hedge all risks relating to the activities of its subsidiaries denominated in a currency other than their functional currency and risks relating to the financing of some subsidiaries operating in countries whose functional currency is not the euro; the asset/liability structure of the financing is created by natural matching or by putting financial instruments in place.

      The group uses over-the-counter financial instruments only to hedge the financial risks generated by its production and sales activities. All hedges entered into must comply with the targets and procedures established by Bonduelle Group's Executive Management. These transactions are centralized within the group Finance and Treasury Department.

      The group's policy regarding fluctuations in foreign exchange rates consists of periodically calculating its net exposure to foreign currencies and using financial derivatives to reduce this risk.

      The group makes use above all of currency forward contracts, currency swaps and options entered into with highly-rated bank counterparties. Details of the portfolio as well as an analysis of foreign exchange rate sensitivity appear in notes 8.2 and 8.5.

      Interest rate risk

      The interest rate management policy is coordinated, controlled and handled centrally, with the aim of protecting future cash flows and reducing the volatility of finance costs. The group uses various instruments available on the market, especially interest rate options and swaps.

      Under IFRS 9, interest rate fluctuations may have an impact on the group's consolidated net income and equity. Details of the portfolio as well as an analysis of interest rate sensitivity appear in notes 8.2 and 8.5.

      Credit risk

      In light of the high credit quality of the group's principal counterparties and the wide dispersion of its customers throughout the world, especially in the mass-market retailing sector, the group considers that it does not have significant exposure to counterparty risk. Nevertheless, most of this risk is covered by a first-class insurer.

      Given the high liquidity of the group's trade and related receivables, the fair value of these assets is considered to be equal to their net carrying amount.

      Counterparty credit risk

      In its dealings in financial assets in general and any cash balances, the group works only with highly-rated bank counterparties. Any cash surpluses are generally managed in short-term interest-bearing deposits.

      Raw materials risk

      The Bonduelle Group has always favored the best agricultural lands and the geographical diversification of its sourcing regions when deciding where to locate its production facilities, in order to reduce the climate-related risks inherent to all growing activities.

      There is, moreover, no organized market for the agricultural raw materials purchased by the Bonduelle Group. Changes in the prices of agricultural raw materials quoted on a market do, however, have a more or less significant impact on the group's purchase prices, depending on the agricultural alternatives available to producers. In order to ensure long-term relationships with its vegetable suppliers, Bonduelle holds annual negotiations with producers' associations well in advance of the harvest, which relate principally to the producer's net margin per hectare. Bonduelle is therefore obliged to adjust its selling prices to reflect the results of its vegetable purchasing negotiations, which vary between sourcing regions.

      However, the resilience of the Bonduelle Group's current operating income demonstrates its overall ability to pass on the increase in raw material costs in its selling prices.

      To protect itself against the volatility of energy raw materials, including electricity and gas, the Bonduelle Group has deployed a management framework that enables it to monitor these exposures over several years, and to recommand subsidiaries to set up physical purchases (purchase of quantities at fixed prices) directly with gas and electricity suppliers.

    3. Equity management and dividends

      ‌The Bonduelle Group always ensures that its financial structure remains optimal by respecting the balance between its net financial liability and its Shareholders'

  2. NET FINANCIAL INCOME

    equity, and by maintaining a consistent dividend policy. This is intended to keep the cost of capital to a minimum, to maximize share price, dividend distribution for Shareholders and to maintain sufficient financial flexibility to take advantage of any opportunities that may arise.

    Shareholders' equity at June 30, 2026 stood at

    627.5 million euros. On this basis, General Management will propose a dividend of xx euro per share to the Shareholders' Meeting of December 3, 2026. On the basis of the shares holding dividend rights on July 1, 2026, i.e. 32,630,114 shares, the dividend distribution proposed for approval at the Shareholders' Meeting will amount to 8 158 million euros.

    The dividend per share proposed at the Shareholders' Meeting of December 4, 2025 for the fiscal year ended June 30, 2025 amounted to 0.25 euro per share.

    The group's net financial income at June 30, 2026 amounted to -29.2 million euros, compared with -35.1 million euros the previous year.

    (in thousands of euros)

    At 2025/06/30

    At 2026/06/30

    Cost of net debt

    A

    (27,658)

    (22,881)

    Cash and cash equivalents

    876

    2,798

    Interest expense (at effective interest rate)

    (28,534)

    (25,679)

    Gains and losses on liabilities covered by fair value hedges

    (3,337)

    (648)

    Gains and losses on fair value hedging derivatives

    3,337

    648

    Other financial income and expenses

    B

    (7,474)

    (6,354)

    Foreign exchange gain (loss)

    (1,783)

    87

    Net gain (loss) on derivatives ineligible for hedge accounting (foreign currency & interest rate risk)

    0

    0

    Net gain (loss) on derivatives ineligible for hedge accounting (foreign currency & interest rate risk)

    (171)

    (38)

    Other financial income

    921

    460

    Other financia expenses

    (6,442)

    (6,863)

    NET FINANCIAL INCOME

    A+B

    (35,132)

    (29,235)

    The cost of net debt, the main component of net financial income, was up from -27.7 million euros at June 30, 2025 to

    -22.9 million euros at June 30, 2026.

    It mainly consists of interest paid at the effective interest rate on the group's various debts by currency for

    27.5 million euros. The decrease is due to the decrease in interest rates.

    Further to the adoption of IFRS 9, the impact of residual ineffectiveness on the gains and losses on the debt hedged at fair value, and hedging derivatives recognized at fair value, is recognized in equity and will be recognized in profit or loss when the underlying debt matures, in line with the option offered by IFRS 9 and adopted by the group.

    The interest rate, calculated on the group's average debt, all currencies combined, and restated for IFRS impacts, stood at 3.15%, compared with 3.81% the previous year (at constant scope).

    Other financial income and expenses, amounting to 6.4 million euros, mainly relate to interest expenses on lease liabilities recognized in accordance with IFRS 16, totaling 6.0 million euros.

    As required by IFRS 7, the group performed sensitivity analyses to measure its exposure to material changes in interest and foreign exchange rates.

    The scope of the interest rate sensitivity analyses included all financial instruments, both debt and derivatives. The analyses were made assuming a uniform shift of +/-100 basis points in all yield curve maturities at the reporting date. The market values of the instruments were obtained from the valuation platforms used by the group's Finance and Treasury Department, and market data are populated using real-time information systems (Reuters, etc.).

    Analysis of sensitivity to interest rates

    Change in interest rates

    + 100 bp

    - 100 bp

    (in thousands of euros)

    Impact on equity

    Impact on results Impact on

    equity

    Impact on results

    Interest on debt

    0

    (5,940)

    0

    5,961

    Mark-to-market valuation of debt

    0

    303

    0

    (308)

    Debts

    0

    (5,636)

    0

    5,653

    Financial income from interest rate derivatives

    0

    3,478

    0

    (1,219)

    Mark-to-market valuation of interest rate derivatives

    5,536

    (303)

    (4,821)

    308

    Interest rate derivatives

    5,536

    3,174

    (4,821)

    (911)

    TOTAL

    5,536

    (2,462)

    (4,821)

    4,742

    With regard to exposure to exchange rate fluctuations on the currencies used by the group in its commercial activities and debt (USD, HUF, CZK, PLN, etc.) (see note 8.5 "Group's net currency position"), the valuation methods used are identical to those used for interest rate sensitivity calculations (information systems and valuation platform, etc.). The scope used includes debts and receivables recorded in the balance sheet, the share of future commercial flows to be realized over the period covered, after hedging transactions.

    In accordance with IFRS 7, it is specified that, since this consists primarily of hedges of trading flows denominated in foreign currencies, the flows hedged and the associated hedging instruments generally mature in less than one year.

    In the case of longer-term assets or liabilities, hedges can extend beyond one year, though they must not exceed the current limit of five years.

    For the methods used to prepare the currency fluctuation sensitivity calculations, a variation of +/-5% in exposure to the main currencies has been applied.

    Exchange rate changes of

    +5% change in the euro against currency

    Impact on

    -5% change in the euro against currency

    Impact on

    (in thousands of euros)

    Impact on equity

    results Impact on equity

    results

    HUF/EUR

    395

    96

    (401)

    (176)

    USD/EUR

    (10)

    1,974

    12

    (2,195)

    PLN/EUR

    113

    (19)

    (116)

    (26)

    CZK/EUR

    (117)

    (46)

    (219)

    16

    TOTAL

    380

    2,005

    (724)

    (2,379)

  3. ‌PRESENTATION OF FINANCIAL ASSETS AND LIABILITIES BY CATEGORY

    At 2025/06/30

    Financial assets within the scope of application of IFRS 9 on financial instruments

    Assets excluded from the scope of application of

    (in thousands of euros)

    Value on the

    balance sheet

    Fair value

    Amortized

    cost

    Fair value through equity

    Fair value through profit

    or loss

    IFRS 9 on

    financial instruments

    Non-current assets

    Other non-current financial assets

    2,593

    2,593

    2,042

    467

    84

    0

    Equity investments

    387

    387

    0

    387

    0

    0

    Derivative assets

    164

    164

    0

    80

    84

    0

    Other non-current financial assets

    2,042

    2,042

    2,042

    0

    0

    0

    Other non-current assets

    13,355

    13,355

    12,320

    0

    0

    1,035

    Other non-current receivables

    12,617

    12,617

    12,320

    0

    0

    297

    Prepaid expenses

    738

    738

    0

    0

    0

    738

    Current assets

    0

    0

    0

    0

    0

    0

    Trade & other receivables

    284,969

    284,969

    284,969

    0

    0

    0

    Other current assets

    9,623

    9,623

    9

    0

    0

    9,614

    Non-consolidated loans and receivables

    (21)

    (21)

    (21)

    0

    0

    0

    Prepaid expenses

    9,614

    9,614

    0

    0

    0

    9,614

    Other assets

    30

    30

    30

    0

    0

    0

    Derivative assets

    2,047

    2,047

    0

    484

    1,563

    0

    Marketable securities and other investments

    3,136

    3,136

    3,136

    0

    0

    0

    Cash and cash equivalents

    7,662

    7,662

    7,662

    0

    0

    0

    Financial liabilities within the scope of application of IFRS 9 on financial instruments

    Financial liabilities excluded from the scope of application of

    (in thousands of euros)

    Value on the

    balance sheet

    Fair value

    Amortized

    cost

    Fair value through equity

    Fair value through profit or loss

    IFRS 9 on

    financial instruments

    Non-current liabilities

    Financial liabilities

    278,870

    278,908

    276,066

    2,819

    23

    0

    Financial liability excluding derivatives

    275,190

    275,229

    276,066

    0

    (837)

    0

    Derivative liabilities

    3,680

    3,680

    0

    2,819

    860

    0

    Other non-current liabilities

    29,194

    29,194

    21,678

    0

    0

    7,515

    Prepaid income and other accrual accounts

    5,302

    5,302

    0

    0

    0

    5,302

    Miscellaneous debts

    23,891

    23,891

    21,678

    0

    0

    2,213

    Current liabilities

    0

    0

    0

    0

    0

    0

    Trade and other payables

    636,842

    636,842

    636,842

    0

    0

    0

    Current financial liabilities

    198,914

    198,914

    198,412

    155

    347

    0

    Financial liability excluding derivatives

    197,993

    197,993

    198,412

    0

    (419)

    0

    Current derivative liabilities

    921

    921

    0

    155

    766

    0

    Other current liabilities

    564

    564

    0

    0

    0

    564

    Prepaid income and other accrual accounts

    564

    564

    0

    0

    0

    564

    At 2026/06/30

    (in thousands of euros)

    Value on

    the balance sheet

    Fair value

    Financial assets within the scope of application of IFRS 9 on financial instruments

    Fair value Fair value Amortized through through profit cost equity or loss

    Assets excluded from the scope of application of

    IFRS 9 on

    financial instruments

    Non-current assets

    Other non-current financial assets

    2,989

    2,989

    1,782

    1,133

    74

    0

    Equity investments

    387

    387

    0

    387

    0

    0

    Derivative assets

    819

    819

    0

    746

    74

    0

    Other non-current financial assets

    1,783

    1,783

    1,782

    0

    0

    0

    Other non-current assets

    13,007

    13,007

    13,007

    0

    0

    421

    Other non-current receivables

    12,586

    12,586

    12,543

    0

    0

    0

    Prepaid expenses

    421

    421

    0

    0

    0

    421

    Current assets

    0

    0

    0

    0

    0

    0

    Trade & other receivables

    288,051

    288,051

    288,051

    0

    0

    0

    Other current assets

    5,662

    5,662

    9

    0

    0

    5,653

    Non-consolidated loans and receivables

    (20)

    (20)

    (20) 0

    0

    0

    Prepaid expenses

    5,652

    5,652

    0

    0

    0

    5,653

    Other assets

    30

    30

    30

    0

    0

    0

    Derivative assets

    1,237

    1,237

    0

    1,153

    84

    0

    Marketable securities and other investments

    19,327

    19,327

    19,327

    0

    0

    0

    Cash and cash equivalents

    11,793

    11,793

    11,793

    0

    0

    0

    Financial liabilities within the scope of application of IFRS 9 on financial instruments

    Fair value Fair value Amortized through through profit cost equity or loss

    Financial liabilities excluded from the scope of application of

    IFRS 9 on

    financial instruments

    (in thousands of euros)

    Value on

    the balance sheet

    Fair value

    Non-current liabilities

    Financial liabilities

    280,276

    280,281

    279,386

    896

    (2)

    0

    Financial liability excluding derivatives

    279,058

    279,063

    279,386

    0

    (323)

    0

    Derivative liabilities

    1,218

    1,218

    0

    896

    321

    0

    Other non-current liabilities

    24,132

    24,132

    24,132

    0

    0

    4,879

    Prepaid income and other accrual accounts

    4,879

    4,879

    0

    0

    0

    4,879

    Miscellaneous debts

    19,254

    19,254

    19,254

    0

    0

    0

    Current liabilities

    0

    0

    0

    0

    0

    0

    Trade and other payables

    624,151

    624,151

    624,151

    0

    0

    0

    Current financial liabilities

    220,358

    220,363

    218,735

    220

    1,407

    0

    Financial liability excluding derivatives

    218,407

    218,412

    218,735

    0

    (323)

    0

    Current derivative liabilities

    1,950

    1,950

    0

    220

    1,730

    0

    Other current liabilities

    602

    602

    0

    0

    0

    602

    Prepaid income and other accrual accounts

    602

    602

    0

    0

    0

    602

    Offsetting financial assets and liabilities (IFRS 7 amendment):

    The group subscribes for over-the-counter derivatives with leading banks under agreements which offset payables and receivables in the event of default of one of the contracting parties. These conditional netting agreements do not meet IAS 32 criteria for offsetting derivative assets and liabilities in the balance sheet. They do, however, fall within the scope of disclosures to be made under IFRS 7.13 on the offsetting of financial assets and liabilities.

    On this basis, the effects of the netting agreements are as follows:

    • net amount of derivative assets under IFRS 7.13:

      +1.1 million euros;

    • net amount of derivative liabilities under IFRS 7.13: -

    2.2 million euros.

    These transactions are equally distributed among five highly-rated bank counterparties.

  4. ‌OTHER NON-CURRENT FINANCIAL ASSETS

    Analysis of changes in gross amounts and impairment:

    Disposals or

    (in thousands of euros)

    At 2024/06/30

    Acquisitions

    reversals

    Others 3

    At 2025/06/30

    GROSS AMOUNT 1

    Equity investments 2

    17,122

    0

    0

    0

    17,122

    Derivative assets

    935

    0

    0

    (771)

    164

    Other non-current financial assets

    2,232

    2

    (5)

    19

    2,247

    20,289

    2

    (5)

    (752)

    19,533

    FAIR VALUE VARIATION

    Equity investments 2

    16,734

    0

    0

    0

    16,734

    Other non-current financial assets

    206

    0

    0

    0

    206

    16,940

    0

    0

    0

    16,940

    NET CARRYING AMOUNT

    Equity investments 2

    388

    0

    0

    0

    388

    Derivative assets

    935

    0

    0

    (771)

    164

    Other non-current financial assets

    2,026

    2

    (5)

    19

    2,041

    TOTAL

    3,349

    2

    (5)

    (752)

    2,593

    1. The valuation principles are specified in note 4.

    2. This heading corresponds to the carrying amount of the main shares in non-consolidated companies held by the group.

      It mainly includes the Bonduelle Group's stake in Cooperative France Champignon (France), whose liquidation has been ongoing since February 18, 2021. In accordance with IFRS 10 and 11, this company is not consolidated since the group does not have a controlling interest. In accordance with the situation, the securities are fully impaired through equity.

    3. Reclassifications and fair value of derivative assets.

    (in thousands of euros)

    At 2025/06/30

    Acquisitions

    Disposals or reversals

    Others 3

    At 2026/06/30

    GROSS AMOUNT 1

    Equity investments 2

    17,122

    0

    0

    0

    17,122

    Derivative assets

    164

    0

    0

    655

    819

    Other non-current financial assets

    2,247

    52

    (520)

    210

    1,988

    19,533

    52

    (520)

    865

    19,930

    FAIR VALUE VARIATION

    Equity investments 2

    16,734

    0

    0

    0

    16,734

    Other non-current financial assets

    206

    0

    0

    0

    206

    16,940

    0

    0

    0

    16,940

    NET CARRYING AMOUNT

    Equity investments 2

    388

    0

    0

    0

    388

    Derivative assets

    164

    0

    0

    655

    819

    Other non-current financial assets

    2,041

    52

    (520)

    210

    1,782

    TOTAL

    2,593

    52

    (520)

    865

    2,989

    1. The valuation principles are specified in note 4.

    2. This heading corresponds to the carrying amount of the main shares in non-consolidated companies held by the group.

      It mainly includes the Bonduelle Group's stake in Cooperative France Champignon (France), whose liquidation has been ongoing since February 18, 2021. In accordance with IFRS 10 and 11, this company is not consolidated since the group does not have a controlling interest. In accordance with the situation, the securities are fully impaired through equity.

    3. Reclassifications and fair value of derivative assets.

  5. ‌DERIVATIVE INSTRUMENTS

    The group uses over-the-counter derivatives to manage exposure to foreign exchange and interest rate risks. Group policy excludes being engaged in speculative transactions on the financial markets.

    1. Interest rate derivatives

      Fair value hedges

      One of the fixed-rate bonds issued by the group were swapped to a variable interest rate at issuance. These swaps meet the criteria required for fair value hedge accounting under IFRS 9. The portion of the underlying debt and the swaps were recognized in the balance sheet at their market value.

      Cash flow hedges

      With regard to the EUR tranche of the USPP issued in July 2017, caps and tunnels were put in place to protect against any interest rate rises. These hedges meet the criteria required for accounting in equity under IFRS 9.

      Hedges not eligible for hedge accounting under IFRS

      At June 30, 2026, the group did not have any interest rate hedges that were not eligible for hedge accounting.

    2. Foreign currency derivatives

Fair value hedges

As in previous years, the group introduced foreign currency and interest rate hedges on intra-group financing covering the needs of some of its subsidiaries located outside of the

eurozone (Brazil, Hungary, Poland and the US). This intra-group financing has been the subject of full and systematic hedging of the foreign exchange risk, so that changes in the underlying value (loan/intra-group borrowings in currencies) are fully offset by changes in inverse values of the hedging item. Typically, these hedges were made through forward purchase or sale contracts.

Cash flow hedges

Most of the group's sales are in euros. However, in certain countries, the group may issue invoices denominated in foreign currencies, mostly the US dollar, Hungarian forint, Czech koruna and Polish zloty. The group publishes its financial statements in euros, and changes in the value of these currencies against the euro may impact consolidated net income. To limit the sensitivity of its earnings to changes in exchange rates, the group introduces cash flow hedges using foreign currency forwards and options.

Hedges not eligible for hedge accounting under IFRS

Some derivatives introduced by the group to hedge future cash flows do not qualify for hedge accounting under IFRS 9. These are essentially sales of options. Under these circumstances, changes in value are recognized directly in profit or loss.

Derivatives at 2025/06/30

Carrying amount

(in thousands of euros)

Notional

ASSETS

LIABILITIES

Interest rate derivatives (A)

Cash flow hedges

362,065

125

2,851

Fair value hedges

90,000

0

1,291

Hedges not eligible for hedge accounting under IFRS

0

0

0

- Current portion

45

462

- Non-current portion

80

3,680

Foreign currency derivatives (B)

Cash flow hedges

25,182

439

123

→ o.w. forward contracts

17,947

321

78

→ o.w. options

7,236

118

45

Fair value hedges

47,940

1,455

126

Hedges not eligible for hedge accounting under IFRS

26,691

192

210

→ o.w. forward contracts

19,349

192

160

→ o.w. options

7,342

0

49

- Current portion

2,002

458

- Non-current portion

84

0

TOTAL DERIVATIVES (A + B)

- Current portion

2,047

921

- Non-current portion

164

3,680

View on MarketScreener

Earlier from Bonduelle Sca

All Bonduelle Sca news releases