Marie Brizard Wine & Spirits SaEURONEXT: MBWS

2025 Half-Year Report

· Issued by Marie Brizard Wine & Spirits Sa


MARIE BRIZARD

WIN E & SPIRITS





HALF-YEAR FINANCIAL REPORT

CONTENTS

  1. FIRST HALF 2025 ACTIVITY

    REPORT

    3

    1. First half 2025 key figures 4

    2. Outlook 8

  2. FIRST HALF 2025 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    9

    1. First half 2025 condensed consolidated financial

      statements 10

    2. Statutory Auditors' report on the first half 2025

      financial statements 31

  3. STATEMENT BY THE PERSON RESPONSIBLE FOR THE FIRST

    HALF 2025 FINANCIAL REPORT 32

    1. Statement by the person responsible for the first half

2025 financial report 33



‌ 1

FIRST HALF 2025 ACTIVITY REPORT

1.1

FIRST HALF 2025 KEY

FIGURES

4

1.2 OUTLOOK

8



The following information updates or supplements the information set out in the management report prepared by the Board of Directors in respect of the 2025 financial year.

  1. ‌ FIRST HALF 2025 KEY FIGURES

    Summary first half 2025 consolidated income statement

    (€000)

    H1 2025

    H1 2024

    Revenues excluding excise duties

    86,616

    94,934

    Cost of goods sold

    (52,881)

    (58,731)

    Gross margin

    33,735

    36,203

    Gross margin ratio

    38.9%

    38.1%

    EBITDA

    5,869

    8,479

    Underlying operating profit

    2,995

    5,219

    Net profit/(loss)

    2,626

    6,530

    Earnings per share

    0.02

    0.06

    First half 2025 revenues excluding excise duties came to

    €86.6 million, down 8.5% versus H1 2024 (excluding currency impact). The drop in sales was mainly due to slower business in France amid the continuing decline in the spirits market.

    Amid a fairly sluggish wine and spirits sector over the period, the gross margin ratio edged up to 38.9% in H1 2025 from 38.1% in H1 2024. The 0.8 bp improvement reflects the proactive approach adopted to controlling costs, coupled with a policy of commercial rigour as seen in the price adjustments applied to offset the significant increases in the cost price of matured spirits.

    First half 2025 EBITDA amounted to €5.9 million, down

    €2.6 million versus H1 2024 (excluding currency impact).

    France Cluster EBITDA came to €3.7 million in H1 2025, down from €6.1 million in H1 2024, reflecting the decline in sales

    over the first half of the year, despite improved control over production and structural costs.

    The International Cluster posted first half EBITDA up

    €0.6 million to €4.7 million. Profitability plummeted in the United States in line with the sharp decline in sales. However, this development was more than offset by the improvement in profitability among the Spanish and Lithuanian subsidiaries, mainly driven by brisk business in Industrial Services and a strong performance from the Marie Brizard International Brand in Spain.

    Group EBITDA was also impacted by a €0.7 million fall in holding company first half income, H1 2024 income having been bolstered by non-recurring income and more substantial operating foreign exchange gains.

    First half net profit amounted to €2.6 million, down €3.9 million versus H1 2024. This deterioration is due to the decline in operating profit and financial income. Financial income fell due to the overall decline in interest rates applicable to the Group's cash investments over the period, but remains positive.

    1

Analysis of revenues by region

H1 2025 revenues by Cluster

(€m)

H1 2024

LFL change

Currency impact

H1 2025

LFL change (excl. currency impact)

Change (incl. currency

impact)

FRANCE CLUSTER

42.5

(7.4)

-

35.1

-17.4%

-17.4%

INTERNATIONAL CLUSTER

52.4

(0.7)

(0.3)

51.4

-1.3%

-1.8%

TOTAL MBWS

94.9

(3.8)

(0.3)

86.6

-8.5%

-8.8%

H1 2025 EBITDA by Cluster

(€m)

H1 2024

LFL change

Currency impact

H1 2025

LFL change (excl. currency impact)

Change (incl. currency

impact)

FRANCE CLUSTER

6.1

(2.4)

-

3.7

-39.1%

-39.1%

INTERNATIONAL CLUSTER

4.1

0.6

0.0

4.7

+13.8%

+14.3%

HOLDING COMPANY

(1.8)

(0.7)

-

(2.5)

-45.2%

-45.2%

TOTAL MBWS

8.5

(2.6)

0.0

5.9

-31.0%

-30.8%

France Cluster

The France Cluster posted H1 2025 revenues of €35.1 million, down 17.4% versus H1 2024 amid a persistently sluggish French spirits market. The decline was more pronounced in the second quarter (down 23.8% to €17.5 million) due to particularly challenging annual negotiations with Off-Trade chains, mainly as a result of price increases made necessary by sharp rises in the cost of matured spirits. The William Peel brand suffered from delistings by certain distributors and the resulting loss of market share. Marie Brizard sales were driven by (i) the listing of its product innovations and (ii) a strong first half performance from all portfolio brands in On-Trade.

EBITDA amounted to €3.7 million, down €2.4 million compared to H1 2024.

International Cluster

The International Cluster posted H1 2025 revenues of €51.4 million, down 1.3% versus H1 2024. Q2 2025 sales fell more sharply, down 5.6% versus Q2 2024 to €26.8 million amid

contrasting developments across business segments and regions:

  • Industrial Services continued to grow in Spain and Lithuania but experienced a temporary downturn in Bulgaria towards the end of the quarter;

  • In the United States, the second quarter saw a sharp decline, mainly due to a mass reduction in inventories decided unilaterally by our importer, combined with a high comparison base in 2024 linked to changes in distributors. The impact of this reduction in inventories is an estimated 2.4% decline in Group revenues in the first half of 2025;

  • Export markets remain stable despite a low comparison base in 2024, with some European markets struggling. However, business returned to growth in the second quarter in Canada, with strong growth in Poland but a continued decline in shipments to the Asia Pacific region.

Cluster first half EBITDA rose €0.6 million to €4.7 million.

MBWS International

The International Cluster posted H1 2025 revenues of

€51.4 million, down 1.3% versus H1 2024.

Europe

  • In the export markets of Western Europe, the Middle East and Africa, second quarter sales were down 9.5%. The decline was particularly pronounced in some significant markets, namely Italy, Germany, Africa and the French overseas departments and territories, which the strong performances in Belgium, the UK and Morocco failed to offset.

  • In the Eastern European export markets, Poland posted growth of 43.7% in the second quarter following the inventory reductions carried out by our importer in 2024.

Americas:

The Americas export region saw a considerable upswing in business in Canada (up 54.4% in Q2) enabling a return to modest growth in the first half of 2025.

Asia Pacific:

The Asia Pacific region recorded a significant reduction in sales (down 22.1% in Q2), including a sharp decline in the Korean and Japanese markets which growth in Australia and Taiwan failed to offset.

MBWS Spain

First half revenue rose 17.0% to €17.6 million. Q2 2025 sales were up 5.7%, driven by International Strategic Brands, which posted a significant upswing versus last year. This performance should be viewed in light of the policy of considerable inventory reduction carried out by our distributor throughout the first half of 2024, as well as the recovery of listings in 2025 for products delisted by Off-Trade actors in 2024. Despite virtually flat sales for Industrial Services in the second quarter (impacted on a per-unit basis by a decrease in the prices of re-invoiced raw materials), this business posted strong first half growth (revenues up 13.7%) thanks to the sound commercial health of the brands concerned.

MBWS Scandinavia

H1 2025 revenues in Scandinavia fell 20.7% to €1.3 million. The second quarter was again marked by a significant drop in sales of 24.0% versus 2024: this decline is mainly due to the termination of an Agency Brand contract that could not be replaced in the short term and by the discontinuation of sales to some maritime industry players. It is worth noting the solid performance of the Group's cognac brands. The On-Trade sector is performing better thanks to new listings and the ramp-up of sales, particularly for Marie Brizard syrups.

MBWS Baltics

H1 2025 revenues from the Baltic States edged up 0.3% to

€13.4 million. Lithuania posted a 3.1% increase in Q2 revenues versus 2024, driven by export activity despite an uneven performance in Ukraine, the main market in this region, where the devaluation of the local currency led to a cap on import capacity. Business is declining in the domestic market (which is in structural decline) with increased competition, particularly in the Scotch whisky segment. The traditional distribution sector remained fairly stable versus 2024. Industrial Services grew strongly during the quarter, up 7.4% versus 2024, thanks to higher sales volumes despite scheduled maintenance operations that required production to be halted in May.

MBWS Bulgaria

Bulgaria posted a 4.5% decline in first half revenues to €9.2 million. Q2 sales posted a significant 14.3% drop amid a declining domestic market, particularly regarding sales of International Strategic Brands and Flagship Local Brands (wine business), following tense annual commercial negotiations. This weakened overall performance, despite brisker export markets buoyed primarily by the distribution partnership for Agent Brands across ten Balkan markets since 1 January 2025. The Industrial Services business declined in Q2 2025, temporarily penalised towards the end of the quarter by supply difficulties affecting certain components.

Imperial Brands

US revenues for the first half of 2025 came to €2.0 million, down 54.2% (excluding currency impact) versus H1 2024. Second quarter revenues fell 57.5% against a backdrop of regulatory instability (increased customs tariffs), also suffering from a high comparison base linked to the large-scale supplies ordered by our importer in 2024, given the change in certain local distributors. In 2025, the decline was therefore mainly due to our importer's decision to significantly reduce inventories, particularly for the Sobieski brand, for which sales momentum is in line with the performance of the vodka market, with distributor inventory depletion at 2.8% in the first half. Notwithstanding, the Marie Brizard brand posted significant growth in the first two quarters.

Dubar

In Brazil, Q2 sales were down 7.0% versus 2024 (down 3.7% to

€1.6 million for the first half), due to reductions in distribution inventories, particularly in the Rio de Janeiro region, although the trend improved towards the end of the quarter. The quarterly decline was also linked to low production in Industrial Services.

Holding company

1

Holding company EBITDA was down €0.7 million for the first half, whereas H1 2024 EBITDA was bolstered by non-recurring income and more substantial operating foreign exchange gains.

Outlook

  1. ‌ OUTLOOK

The Group continues to create the conditions for profitable and sustainable development of its business portfolio and for strengthening its presence in key markets, leveraging its subsidiaries, commercial networks and direct exports.

The Group is thereby demonstrating its ability to gain market share on its mainstream brands by combining targeted initiatives, agile commercial execution and rigorous cost management.

2025 will be a year of transition for the Group amid continued slowdown in the wine and spirits markets coupled with limited, volatile commercial visibility. Since the beginning of the year, and particularly since last July, the sector has been impacted by the introduction of further tariff hikes in trade with the United States.

In addition, as mentioned previously, in 2025 the Group has been severely impacted by inflation in the cost price of matured spirits - particularly for Scotch whisky and cognac -distilled during the period of high inflation. This increase

could weigh heavily on the economic performance of the France Cluster.

Faced with these challenges, the Group is working hard to mitigate these impacts by implementing an appropriate pricing policy and ramping up its productivity drive on production costs. The Group also remains focused on its strategic development pillars, namely investment, innovation and sustainable transition, while staying vigilant in adapting its range to the elasticity of consumer demand.

The Group is also actively pursuing the identification of growth opportunities, both organic and external, by galvanising initiatives within its two clusters with a view to long-term development.

Amid a highly unstable international environment set to last throughout 2025, the Group intends to action all these levers and capitalise on all its strengths to limit the impact of increased competition and soaring matured spirit prices.

‌ 2

FIRST HALF 2025 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.1 FIRST HALF 2025

2.2

STATUTORY AUDITORS'

CONDENSED CONSOLIDATED

REPORT ON THE FIRST HALF

FINANCIAL STATEMENTS 10

2025 FINANCIAL

STATEMENTS 31



‌2.1 FIRST HALF 2025 CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

First half consolidated income statement

(€000)

Note

H1 2025

H1 2024

Revenues

106,444

115,177

Excise duties

(19,828)

(20,243)

Net revenues excluding excise duties

4

86,616

94,934

Cost of goods sold

(52,881)

(58,731)

External expenses

5.1

(11,579)

(12,843)

Personnel expense

5.2

(15,482)

(14,935)

Taxes and levies

(1,040)

(718)

Depreciation and amortisation charges

(2,987)

(3,169)

Other operating income

5.3

1,817

1,795

Other operating expenses

5.3

(1,470)

(1,123)

Underlying operating profit

2,995

5,219

Non-recurring operating income

5.4

1,251

2,238

Non-recurring operating expenses

5.4

(1,483)

(1,424)

Operating profit

2,763

6,032

Income from cash and cash equivalents

5.5

701

818

Gross cost of debt

5.5

(248)

(138)

Net cost of debt

453

680

Other financial income

5.5

350

200

Other financial expenses

5.5

(302)

(180)

Net financial income/(expense)

501

700

Profit before tax

3,264

6,733

Income tax

5.6

(638)

(203)

Net profit from continuing operations

2,626

6,530

Net profit from discontinued operations

NET PROFIT

2,626

6,530

Group share

2,618

6,521

of which Net profit from continuing operations

2,618

6,521

of which Net profit from discontinued operations

Non-controlling interests

8

9

of which Net profit from continuing operations

8

9

of which Net profit from discontinued operations

Net profit from continuing operations, Group share, per share (€)

5.7

€0.02

€0.06

Diluted net profit from continuing operations, Group share, per share (€)

5.7

€0.02

€0.06

Net profit, Group share, per share (€)

5.7

€0.02

€0.06

Diluted net profit, Group share, per share (€)

5.7

€0.02

€0.06

Weighted average number of shares outstanding

111,857,191

111,884,212

Diluted weighted average number of shares outstanding

111,857,191

111,884,212

First half consolidated comprehensive income statement

(€000)

H1 2025

H1 2024

Net profit for the financial year

2,626

6,530

Items reclassifiable through profit & loss

Cash flow hedges, net of tax

Translation differences

(1,280)

228

Items not reclassifiable through profit & loss

Revaluation of defined benefit plan liabilities, net of tax

Items of other comprehensive income for the financial year, net of tax

(1,280)

228

COMPREHENSIVE INCOME

1,346

6,758

Of which:

Group share

1,338

6,749

Share attributable to non-controlling interests

8

9

Half-year consolidated balance sheet

ASSETS

(€000)

Note

30/06/2025

31/12/2024

Non-current assets

Goodwill

6.1

14,704

14,704

Intangible assets

6.1

74,406

74,358

Property, plant and equipment

6.2

38,834

35,506

Financial assets

6.3

926

946

Non-current derivatives

6.12

Deferred tax assets

5.6

2,006

2,401

TOTAL NON-CURRENT ASSETS

130,875

127,915

Current assets

Inventory and work-in-progress

6.4

51,892

48,562

Trade receivables

6.5

36,354

34,810

Tax receivables

441

279

Other current assets

6.6

10,395

11,219

Current derivatives

6.12

184

Cash and cash equivalents

6.7

50,726

56,060

Assets held for sale

1.25

TOTAL CURRENT ASSETS

149,807

151,114

TOTAL ASSETS

280,682

279,029

2

EQUITY & LIABILITIES

(€000)

Note

30/06/2025

31/12/2024

Shareholders' equity

Share capital

6.8

156,786

156,786

Additional paid-in capital

72,815

72,815

Consolidated and other reserves

(7,930)

(17,456)

Translation reserves

(9,493)

(8,213)

Consolidated net profit

2,618

9,645

Shareholders' equity (Group share)

214,796

213,577

Non-controlling interests

117

110

TOTAL SHAREHOLDERS' EQUITY

214,914

213,687

Non-current liabilities

Employee benefits

6.10

1,590

1,491

Non-current provisions

6.10

3,278

3,335

Long-term borrowings - due in > 1 year

6.11

2,425

3,197

Other non-current liabilities

6.13

4,295

1,481

Deferred tax liabilities

5.6

165

154

TOTAL NON-CURRENT LIABILITIES

11,753

9,658

Current liabilities

Current provisions

6.10

1,980

3,168

Long-term borrowings - due in < 1 year

6.11

806

809

Short-term borrowings

6.11

3,692

3,654

Trade and other payables

27,387

27,940

Tax liabilities

362

406

Other current liabilities

6.13

19,760

19,636

Current derivatives

6.12

27

71

Liabilities held for sale

TOTAL CURRENT LIABILITIES

54,014

55,684

TOTAL EQUITY AND LIABILITIES

280,682

279,029

First half consolidated cash flow statement

(€000)

H1 2025

H1 2024

Total consolidated net profit

2,626

6,530

Depreciation and provisions

1,896

2,883

Gains/(losses) on disposals and dilution

134

(418)

Operating cash flow after net cost of debt and tax

4,656

8,995

Income tax charge/(income)

638

203

Net cost of debt

(490)

(667)

Operating cash flow before net cost of debt and tax

4,804

8,530

Change in working capital 1 (inventories, trade receivables/payables)

(5,075)

(2,553)

Change in working capital 2 (other items)

919

(1,874)

Tax (paid)/received

(548)

49

Cash flow from operating activities

100

4,153

Purchase of PP&E and intangible assets

(4,089)

(2,662)

Decrease in loans and advances granted

(11)

Disposal of PP&E and intangible assets

182

477

Impact of change in consolidation scope

(4)

Cash flow from investment activities

(3,907)

(2,200)

Capital increase

New borrowings

Borrowings repaid

(504)

(447)

Net interest (paid)/received

490

599

Net change in short-term debt

(100)

(463)

Cash flow from financing activities

(114)

(311)

Impact of exchange rate fluctuations

(1,414)

304

Change in cash and cash equivalents

(5,335)

1,945

Opening cash and cash equivalents

56,061

45,133

Closing cash and cash equivalents

50,726

47,078

Change in cash and cash equivalents

(5,335)

1,945

Statement of changes in shareholders' equity

Addition

Revaluation of

Shareholders'

Non-

Total

Share

al paid- Consolidate

defined benefit

Fair value Translation Treasury

equity

controlling shareholders

(€000)

capital in capital

d reserves

plan liabilities adjustments

reserves

shares (Group share)

interests

' equity

OPENING POSITION AT 01/01/2024

156,786

72,815

(8,554)

607

(8,746)

(9,653)

203,254

94

203,348

Profit for the period

9,645

9,645

16

9,661

Translation differences

533

533

533

Items of other comprehensive income

80

80

80

Comprehensive income for the period

9,645

80

533

10,258

16

10,274

Capital increase

Treasury shares

66

66

66

Change in consolidation scope

Other changes

(2)

(2)

(2)

Transactions with

(2)

66

64

64

shareholders

CLOSING POSITION AT 31/12/2024

156,786

72,815

1,089

687

(8,213)

(9,587)

213,577

110

213,687

Profit for the period

2,618

2,618

8

2,626

Translation differences

(1,280)

(1,280)

(1,280)

Items of other comprehensive income

Comprehensive income for the period

2,618

(1,280)

1,338

8

1,346

Capital increase

Treasury shares

(119)

(119)

(119)

Change in consolidation scope

Other changes

Transactions with

(119)

(119)

(119)

shareholders

CLOSING POSITION AS 156,786 72,815 AT 30/06/2025

3,707

687

(9,492)

(9,706)

214,796

117

214,914

2

NOTES TO THE FIRST HALF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 : Accounting rules and policies 13

Note 2 : Main highlights 16

Note 3 : Change in consolidation scope 16

Note 4 : Segment information 17

Note 5 : Notes to the income statement 18

Note 6 : Notes to the balance sheet 20

Note 7 : Additional information 28

Marie Brizard Wine & Spirits (MBWS) is a société anonyme (French limited company) with a Board of Directors incorporated under French law and subject to the provisions of the French Commercial Code. MBWS shares are listed on the Paris (Euronext, Compartment B) and Warsaw (WSE) stock exchanges. The MBWS Group operates in the wine and spirits sector.

The Company's registered office is at 10-12 Avenue du Général Charles de Gaulle, Charenton-Le-Pont (94220), France.

The condensed consolidated financial statements for the six months ended 30 June 2025 were approved by the Board of Directors on 24 September 2025.

‌Amounts are stated in thousands of euros, unless specified otherwise.

Note 1 : Accounting rules and policies

Note 1.1 : Accounting principles and policies applied

The condensed consolidated financial statements of MBWS SA and its subsidiaries (the Group) for the six months ended 30 June 2025 have been prepared in compliance with IAS 34 "Interim Financial Reporting" under the IFRS framework and with all standards and interpretations adopted by the European Union that are compulsorily applicable to financial years beginning on or after 1 January 2025.

These standards include the standards approved by the IASB (International Accounting Standards Board), i.e. IFRS, and their interpretations as adopted by the European Union.

The condensed financial statements do not contain all of the information required by IFRS for the presentation of annual financial statements and should therefore be read in conjunction with the Group annual consolidated financial statements for the year ended 31 December 2024 as presented in the 2024 Annual Financial Report, which may be viewed on the Company website at https://http://www.mbws.com.

The accounting policies and methods applied to the condensed consolidated financial statements for the six months ended 30 June 2025 are identical to those applied to the consolidated financial statements for the year ended 31 December 2024, with the exception of the following accounting standards which are mandatory for financial years beginning on or after 1 January 2025:

  • Application of IAS 21 amendment - Lack of Exchangeability

    These amendments to the standards and their interpretations had no material impact on the financial statements for the six months ended 30 June 2025.

    The preparation of the consolidated financial statements requires Group Management to make a number of estimates and assumptions that affect the amounts recorded in assets and liabilities, as well as the amounts recorded in income and expenses for the financial year. These estimates are based on the going concern assumption and on the information available at the time of preparation. These estimates may be revised if the circumstances on which they were based change or if new information becomes available. Actual results may differ from these estimates. At 30 June 2025, management was not aware of any factors that might call into question the estimates used to prepare the annual financial statements for the year ended 31 December 2024.

    Note 1.2 : Going concern

    • The Group first half 2025 financial statements have been prepared on a going concern basis, taking into account the known situation at the reporting date, as described above, and the latest cash requirement estimates made against the backdrop of a continued decline in the spirits market and a fall in consumer volumes, combined with continued inventory rundowns by certain importer customers amid a volatile international trade environment.

      The impact of current short-term challenges and economic conditions on operating performance implies a foreseeable decline in overall profitability across the Group's businesses versus 2024, coupled with a decrease in net surplus cash.

      Note 1.3 : Underlying valuation principles

      The financial statements have been prepared according to the historical cost principle, with the exception of certain asset and liability categories measured at fair value in accordance with the rules imposed by IFRS.

      2

Note 1.4 : Use of estimates and assumptions

The preparation of consolidated financial statements in accordance with IFRS requires management to make judgements and estimates and to use assumptions that affect the accounting principles applied, as well as the valuation of assets, liabilities, income and expenses. Such estimates and assumptions are based on experience and on a set of criteria that management considers reasonable and realistic.

The underlying estimates and assumptions are reviewed on an ongoing basis. The impact of these reviews is recorded in the accounting period in which the reviews took place, or in future accounting periods, where applicable.

Note 1.5 : Financial liabilities

Financial liabilities primarily consist of IFRS 16 adjusted future lease liabilities. These financial liabilities are initially measured at fair value less direct transaction costs. They are subsequently valued at their amortised cost using the effective interest rate method.

Note 1.6 : Discontinued operations

An operation that is discontinued or classified as held for sale represents a material operation for the Group which is either sold or classified as an asset held for sale. Income statement items relating to these held-for-sale or discontinued operations are separated out in the financial statements for all the periods shown, if they are of a material nature for the Group.

In accordance with IFRS 5 (Non-Current Assets Held for Sale and Discontinued Operations), an asset is considered as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The asset must be available for immediate sale and its sale must be highly probable. Assets or asset groups held for sale are presented separately on the balance sheet at the lower of carrying amount and fair value less costs to sell. These assets are no longer depreciated or amortised.

Note 1.7 : Indicators used to measure the Group's performance

The Group uses revenues, gross margin and EBITDA as its main performance indicators, which are calculated as follows:

Revenues

Revenues are recorded net of discounts, commercial benefits granted, promotional expenses paid to customers and sales taxes.

Gross margin

The gross margin comprises revenues excluding excise duties less cost of goods sold.

EBITDA

Like-for-like change

Like-for-like change corresponds to change:

  • at constant exchange rates: adjusted for changes in exchange rates during the period (amounts in year N are translated at year N-1 exchange rates for the same period);

  • at constant consolidation scope: adjusted for discontinued contracts, acquisitions and disposals.

(€000)

H1 2025

H1 2024

UNDERLYING OPERATING PROFIT

2,995

5,219

Items to be added back:

- Depreciation and amortisation charges

2,987

3,169

- Retirement provisions

99

104 Note 5.2

- Additions to provisions

88

154 Note 5.3

Items to be excluded:

- Provision reversals

(301)

(168) Note 5.3

= EBITDA

5,869

8,478

‌Note 2 : Main highlights

Note 2.1 : Delisting by French Off-Trade actors in the MBWS whisky segment in 2025

Against a backdrop of significant market decline in 2024, particularly in the under-12-year blended whisky segment, which continued throughout the first half of 2025, the France Cluster saw business drop (revenues down 17.4% compared to 2024), including a sharp decline in major retail sales.

Matured spirit costs increased considerably in 2025, justifying price hikes to offset this trend. Without these price changes, the economic performance of the France Cluster could be more significantly affected.

‌Rendered complicated by this environment, annual commercial negotiations gave rise to stock-outs and distribution losses, leading to a decline in William Peel's

market share over the first half of the year after a small number of Off-Trade actors decided to delist it. The impact of these delistings is an estimated 6.3% decline in Group first half 2025 revenues.

Nevertheless, most distributers supported the Company's price adjustments, and the Company is maintaining constructive dialogue with all of its customers to mitigate the impact of the commercial tensions of recent months, with the aim of returning to normal listing status for the brands and achieving a beneficial recovery in business activity under commercial terms that are fair and acceptable for all players concerned.

Note 3 : Change in consolidation scope

The Group's consolidation scope did not change during the first half of 2025.

‌Note 4 : Segment information

2

The financial information for each segment is presented along the same lines as the internal reporting process used to measure the Group's performance. Following several disposals carried out since 2019 (in particular the Polish businesses and Moncigale), with effect from 1 January 2021 the Group restructured its management into two Clusters (France Cluster and International & Wines Cluster) under the overall management of the holding company. Pursuant to IFRS 8, the Group's businesses are now presented according to the two Clusters, France and International.

Segment information - income statement

(€000)

France

International

Holding company

H1 2025

Revenues

35,119

71,325

106,444

Excise duties

38

(19,866)

(19,828)

Net revenues excluding excise duties

35,157

51,459

86,616

UNDERLYING OPERATING PROFIT/(LOSS)

2,723

3,070

(2,799)

2,995

(€000)

France

International

Holding company

H1 2024

Revenues

42,513

72,664

115,177

Excise duties

32

(20,275)

(20,243)

Net revenues excluding excise duties

42,545

52,389

94,934

UNDERLYING OPERATING PROFIT/(LOSS)

5,226

2,312

(2,320)

5,218

Segment information - balance sheet

(€000)

France

International

Holding company

30/06/2025

Goodwill

14,704

14,704

Intangible assets

72,118

1,181

1,107

74,406

Property, plant and equipment

10,113

27,990

731

38,834

NON-CURRENT ASSETS

96,935

29,171

1,838

127,944

(€000)

France

International

Holding company

31/12/2024

Goodwill

14,704

(0)

14,704

Intangible assets

72,100

1,171

1,087

74,358

Property, plant and equipment

10,338

24,387

781

35,506

NON-CURRENT ASSETS

97,142

25,558

1,868

124,568

‌Note 5 : Notes to the income statement

Note 5.1 : External expenses

(€000)

H1 2025

H1 2024

Marketing and promotion

(2,671)

(2,989)

Rent and maintenance

(1,034)

(1,235)

Transport

(1,518)

(1,407)

Other external services

(6,356)

(7,202)

EXTERNAL EXPENSES

(11,579)

(12,834)

Note 5.2 : Personnel expense

(€000)

H1 2025

H1 2024

Payroll

(12,014)

(11,599)

Social security and personal insurance charges

(3,368)

(3,231)

Retirement provisions

(99)

(104)

PERSONNEL EXPENSE

(15,482)

(14,935)

Note 5.3 : Other operating income and expenses

A breakdown of other operating income and expenses is provided below:

(€000)

Income

Expense

H1 2025

H1 2024

Provisions and reversals

876

(394)

482

342

Total other operating income and expenses

941

(1,077)

(135)

330

TOTAL OTHER OPERATING INCOME AND EXPENSES

1,817

(1,470)

347

672

Note 5.4 : Non-recurring operating income and expenses

(€000)

Income

Expense

H1 2025

Value gain of goodwill, PP&E and intangible assets

Restructuring income and expenses

960

(926)

34

Gains/losses on asset disposals, acquisition costs

182

(291)

(109)

Other

109

(266)

(157)

NON-RECURRING OPERATING INCOME AND EXPENSES

1,251

(1,483)

(232)

During the first half of the year, the Group recorded a €0.9 million reversal of the provision for the 2022 job protection plan (PSE).

(€000)

Income

Expense

H1 2024

NON-RECURRING OPERATING INCOME AND EXPENSES

2,238

(1,424)

813

Note 5.5 : Net financial income/(expense)

(€000)

Income

Expense

H1 2025

H1 2024

Income from cash and cash equivalents

701

701

818

Interest and similar charges

(248)

(248)

(138)

Net cost of debt

701

(248)

453

680

Provisions and reversals

Exchange gains/losses

350

(262)

89

(16)

Total other financial income and expenses

()

(40)

(40)

37

Total other financial income and expenses

350

(302)

48

21

NET FINANCIAL INCOME/(EXPENSE)

1,051

(550)

501

700

2

Note 5.6 : Income tax

At the interim reporting date, current and deferred tax charges are measured according to the principles defined by IAS 34, based on the best estimate of the expected average annual tax rate for the full year for each tax jurisdiction.The tax charge for the first half is then calculated by applying the

expected average annual tax rate to first half profit or loss before tax.The current tax charge for the first half amounted to €0.3 million and the effective tax rate amounted to 10%. The Group recognised deferred tax assets of €2 million and deferred tax liabilities of €0.2 million.

Note 5.7 : Earnings per share

NET PROFIT, GROUP SHARE AND NET PROFIT FROM CONTINUING OPERATIONS, PER SHARE

(€000 unless specified otherwise)

H1 2025

H1 2024

Numerator (€000)

Net profit, Group share

2,618

6,521

Net profit from continuing operations, Group share

2,618

6,521

Denominator (number of shares)

Number of shares outstanding

111,857,191

111,884,212

Number of shares outstanding after dilution

111,857,191

111,884,212

Earnings per share (€)

Net profit, Group share, per share (€)

€0.02

€0.06

Diluted net profit, Group share, per share (€)

€0.02

€0.06

Net profit from continuing operations, Group share, per share (€)

€0.02

€0.06

Diluted net profit from continuing operations, Group share, per share (€)

€0.02

€0.06

‌Note 6 : Notes to the balance sheet

Note 6.1 : Intangible assets and goodwill

(€000)

31/12/2024

Acquisitions

Disposals

Net amort./ impairment

Other changes

Change in consolidation

Translatio differences

30/06/2025

Goodwill

143,254

143,254

Concessions and patents

1,573

1

1,574

Right-of-use assets - concessions and patents

973

973

Trademarks

131,523

(1)

131,522

Other intangible assets

15,043

267

(47)

(2)

()

15,261

Right-of-use assets - other intangible assets

Gross value

292,366

267

(47)

(1)

(1)

292,584

Goodwill

(128,550)

(128,550)

Concessions and patents

(1,285)

(5)

(1,290)

Right-of-use assets - concessions and patents

(973)

(973)

Trademarks

(58,353)

(58,353)

Other intangible assets

(14,142)

(166)

(14,308)

Right-of-use assets - other intangible assets

Amortisation and provisions

(203,303)

(171)

(203,474)

NET VALUE

89,062

267

(47)

(171)

(1)

(1)

89,110

(€000)

31/12/2023

Acquisitions

Disposals

Net amort./ impairment

Other changes

Change in consolidation

Translation differences

31/12/2024

Goodwill

143,254

143,254

Concessions and patents

1,569

1

3

1,573

Right-of-use assets - concessions and patents

973

973

Trademarks

131,646

(123)

131,523

Other intangible assets

15,614

469

(1,090)

50

15,043

Right-of-use assets - other intangible assets

Gross value

293,055

470

(1,090)

52

(122)

292,366

Goodwill

(128,550)

(128,550)

Concessions and patents

(1,274)

(11)

(1,285)

Right-of-use assets - concessions and patents

(973)

(973)

Trademarks

(57,453)

(900)

(58,353)

Other intangible assets

(13,964)

968

(1,146)

()

(14,142)

Right-of-use assets - other intangible assets

Amortisation and provisions

(202,214)

968

(2,057)

()

(203,303)

NET VALUE

90,841

470

(122)

(2,057)

52

(122)

89,062

GOODWILL

Goodwill is derived from historical acquisitions of companies and brands made by the MBWS Group, the largest items being Marie Brizard and William Peel.

IMPAIRMENT OF NON-CURRENT ASSETS TRADEMARKS

At 30 June 2025, the net book value of trademarks was €73.2 million. The main trademarks valued were the Marie Brizard trademarks acquired by the Group in 2006.

At each interim reporting date, pursuant to IAS 34 the Group is required to identify potential indications of impairment and carry out additional tests if necessary. As part of this interim reporting, the Group carried out an impairment test in accordance with the procedures described in the 2024 parent company financial statements and updated the assumptions as at 30 June 2025. No impairment charges were recognised for the six months ended 30 June 2025.

Note 6.2 : Property, plant and equipment

(€000)

31/12/2024

Acquisitions

Disposals

Net depr./ impairment

Other changes

Change in consolidation

Translation differences

30/06/2025

Land

4,800

3,898

(1)

8,696

Right-of-use assets - land

973

(440)

533

Buildings

36,418

436

317

(3)

37,168

Right-of-use assets - buildings

2,700

51

(76)

()

2,675

Plant, machinery and equipment

56,933

1,225

(355)

351

58,154

Right-of-use assets - plant, machinery

463

(15)

(21)

428

and equipment

Other PP&E

8,485

359

(188)

(142)

(9)

8,504

Right-of-use assets - other PP&E

1,718

75

(32)

(29)

()

1,731

PP&E in progress

919

800

(522)

1,197

Gross value

113,409

6,842

(666)

(485)

(13)

119,087

Land

(194)

(3)

(197)

Right-of-use assets - land

(441)

(32)

70

(402)

Buildings

(27,412)

(630)

(50)

2

(28,090)

Right-of-use assets - buildings

(1,329)

66

(179)

(1,443)

Plant, machinery and equipment

(42,298)

142

(1,434)

(43,590)

Right-of-use assets - plant, machinery

(260)

22

(27)

22

()

(245)

and equipment

Other PP&E

(5,201)

135

(320)

(291)

7

(5,669)

Right-of-use assets - other PP&E

(768)

32

(188)

308

(616)

PP&E in progress

Depreciation and provisions

(77,903)

397

(2,814)

59

9

(80,253)

NET VALUE

35,505

6,842

(269)

(2,814)

(427)

(4)

38,834

2

(€000)

31/12/2023

Acquisitions

Disposals

Net depr./ impairment

Other changes

Change in consolidation

Translation differences

31/12/2024

Land

4,931

(16)

(116)

4,800

Right-of-use assets - land

980

4

(12)

973

Buildings

35,217

317

(1)

944

(58)

36,418

Right-of-use assets - buildings

2,531

372

(202)

()

2,700

Plant, machinery and equipment

51,277

4,284

(149)

1,642

(121)

56,933

Right-of-use assets - plant, machinery

435

260

(216)

(11)

(5)

463

and equipment

Other PP&E

8,295

501

(579)

281

(14)

8,485

Right-of-use assets - other PP&E

1,894

1,251

(185)

(1,226)

(17)

1,718

PP&E in progress

1,995

1,130

(41)

(2,164)

919

Gross value

107,555

8,119

(1,400)

(535)

(330)

113,409

Land

(186)

(8)

(194)

Right-of-use assets - land

(364)

(77)

(1)

(441)

Buildings

(26,458)

1

(428)

(555)

28

(27,412)

Right-of-use assets - buildings

(1,183)

222

(368)

(1,329)

Plant, machinery and equipment

(40,787)

143

(1,676)

(71)

93

(42,298)

Right-of-use assets - plant, machinery

(389)

216

(102)

11

4

(260)

and equipment

Other PP&E

(5,380)

555

(311)

(76)

11

(5,201)

Right-of-use assets - other PP&E

(1,097)

158

(451)

615

7

(768)

PP&E in progress

(505)

(3)

508

Depreciation and provisions

(76,349)

1,294

(3,423)

431

143

(77,903)

NET VALUE

31,206

8,119

(106)

(3,423)

(104)

(188)

35,505

Note 6.3 : Financial assets

(€000)

31/12/2024

Acquisitions/ increases

Disposals/ decreases

Net charges

Other changes

Change in consolidation

Translation differences

30/06/2025

Equity investments

7,160

7,160

Other long-term securities

10

10

Other financial assets

8,175

(18)

1

(2)

8,155

Other receivables

1,250

1,250

Gross value

16,595

(18)

1

(2)

16,575

Equity investments

(7,159)

(7,159)

Other financial assets

(7,241)

(7,241)

Other receivables

(1,250)

(1,250)

Impairment charges

(15,649)

(15,649)

NET VALUE

946

(18)

1

(2)

926

(€000)

31/12/2023

Acquisitions/ increases

Disposals/ decreases

Net charges

Other changes

Change in consolidation

Translation differences

31/12/2024

Equity investments

7,160

7,160

Other long-term securities

10

10

Other financial assets

8,194

11

(31)

1

1

8,175

Other receivables

6,250

(5,000)

1,250

Gross value

21,614

11

(5,031)

1

1

16,595

Equity investments

(7,159)

(7,159)

Other financial assets

(7,241)

(7,241)

Other receivables

(6,250)

5,000

(1,250)

Impairment charges

(20,649)

5,000

(15,649)

NET VALUE

965

11

(31)

1

1

946

EQUITY INVESTMENTS

Equity investments primarily correspond to investments in companies with no operations or companies that are in the process of being shut down.

Most of these investments have been fully written off.

OTHER FINANCIAL ASSETS

Other financial assets primarily correspond to the commercial paper purchased from Cisco Investment Bank in 2006.

Note 6.4 : Inventory and work-in-progress

The breakdown of inventory and work-in-progress at the closing date was as follows:

(€000)

30/06/2025

31/12/2024

Raw materials

31,232

30,070

Work-in-progress

6,264

4,991

Semi-finished and finished goods

10,816

10,429

Traded goods

5,505

5,217

Gross value

53,816

50,707

Raw materials

(857)

(926)

Work-in-progress

(19)

(21)

Semi-finished and finished goods

(710)

(755)

Traded goods

(337)

(442)

Impairment charges

(1,924)

(2,145)

NET VALUE

51,892

48,562

2

Note 6.5 : Trade receivables

(€000)

30/06/2025

31/12/2024

Trade receivables

37,117

35,600

Impairment of trade receivables

(763)

(790)

NET TRADE RECEIVABLES

36,354

34,810

Some Group companies have signed direct factoring agreements with their main customers in order to boost their cash position. In H1 2025, the amount received in consideration for assigned receivables not due was €0.6 million.

Note 6.6 : Other current assets

(€000)

30/06/2025

31/12/2024

Advances and payments on account

1,235

1,175

Payroll and tax receivables

2,933

3,795

Other receivables

9,224

9,248

Gross value

13,391

14,218

Other receivables

(2,996)

(2,999)

Impairment charges

(2,996)

(2,999)

NET VALUE

10,395

11,219

Note 6.7 : Cash and cash equivalents

(€000)

30/06/2025

31/12/2024

Cash equivalents

28,947

32,170

Cash

21,779

23,890

CASH AND CASH EQUIVALENTS

50,726

56,060

Cash equivalents correspond to short-term investment products, including €18 million for MBWS SA and €11 million for Imperial Brands.

Note 6.8 : Shareholders' equity

BREAKDOWN OF SHARE CAPITAL AND DILUTIVE INSTRUMENTS

30/06/2025

31/12/2024

Share capital (€)

156,785,752

156,785,752

Number of shares

111,989,823

111,989,823

Par value (€)

1.4

1.4

Treasury shares

Number of shares

132,632

100,705

Shares held as at 30 June 2025 are shares held in registered accounts. The treasury shares held by the Group have no voting or dividend rights.

POTENTIAL DILUTION

30/06/2025

31/12/2024

Number of shares comprising the share capital

111,989,823

111,989,823

Potential dilution from share warrants

-

-

Potential dilution from bonus shares

Potential dilution from bonus preference shares

Potential dilution from exercise of stock options

-

-

Potential number of shares

111,989,823

111,989,823

SHARE CAPITAL IN EUROS (PAR VALUE OF €1.4 )

156,785,752

156,785,752

Note 6.9 : Employee benefits

The Group's commitments comprise end-of-career benefits and long-service awards. These defined benefit plans are accounted for in accordance with IAS 19 revised. The main country concerned by employee benefits is France. At 30 June 2025, the commitments amounted to €1.6 million.

Note 6.10 : Provisions

(€000)

31/12/2024

Charges

Reversal Reversal (prov. used) (prov. not used)

Other Change in changes consolidation

Translation differences

30/06/2025

PROVISIONS FOR PENSIONS AND EMPLOYEE BENEFITS (SEE NOTE 6.9)

1,491

99

1,590

Social security provisions

510

510

Other non-current provisions

2,825

(57)

2,768

TOTAL OTHER NON-CURRENT

3,335

(57)

3,278

PROVISIONS

Social security provisions - due in <

2,177

(965)

1,212

1 year

Other provisions - due in < 1 year

991

25

(247)

(1)

768

CURRENT PROVISIONS

3,168

25

(1,212)

(1)

1,980

2

(€000)

31/12/2023

Charges

Reversal (prov. used)

Reversal (prov. not used)

Other Change in changes consolidation

Translation differences

31/12/2024

PROVISIONS FOR PENSIONS AND EMPLOYEE BENEFITS (SEE NOTE 6.9)

1,769

58

(319)

(12)

1,491

Social security provisions

781

72

(30)

510

Other non-current provisions

1,759

89

1,066

2,825

TOTAL OTHER NON-CURRENT

2,540

162

(30)

1,066

3,335

PROVISIONS

Social security provisions - due in <

4,426

5

(2,047)

(183)

2,177

1 year

Other provisions - due in < 1 year

991

295

(234)

(23)

387

17

991

CURRENT PROVISIONS

5,417

300

(2,281)

(206)

387

17

3,168

SOCIAL SECURITY PROVISIONS

Social security provisions amounted to €1.7 million at 30 June 2025

Note 6.11 : Borrowings

Group borrowings amounted to €6.9 million at 30 June 2025, including €2.8 million of lease liabilities.

BREAKDOWN OF BORROWINGS BY TYPE AND MATURITY

(€000)

30/06/2025

Current

Non-current

31/12/2024

Current

Non-current

Other medium to long-term borrowings

453

1

452

515

1

514

Lease liabilities

2,779

805

1,973

3,491

808

2,683

Short-term financing and overdrafts

3,692

3,692

3,654

3,654

Gross debt

6,924

4,499

2,425

7,660

4,463

3,197

Cash & cash equivalents

(50,726)

(50,726)

(56,060)

(56,060)

NET BORROWINGS

(43,801)

(46,227)

2,425

(48,400)

(51,597)

3,197

BREAKDOWN OF BORROWINGS BY CURRENCY

(€000)

30/06/2025

31/12/2024

Euro

2,169

2,827

Other currencies

4,755

4,833

GROSS BORROWINGS

6,924

7,660

Note 6.12 : Financial instruments and management of financial risk

ACCOUNTING CLASSIFICATION AND MARKET VALUE OF FINANCIAL INSTRUMENTS

The following table presents the fair value of financial assets and liabilities, as well as their carrying amount.

The Group distinguishes between three categories of financial instruments based on the valuation methods used, and uses this classification, in accordance with international accounting standards, to present the characteristics of the financial instruments recognised on the balance sheet at fair value through profit or loss at the closing date:

Level 1: financial instruments quoted in active markets;

Level 2: financial instruments for which the fair value assessment calls for valuation techniques based on observable market data;

Level 3: financial instruments for which the fair value assessment calls for valuation techniques based on non-observable data (inputs with a value resulting from assumptions not based on transaction prices observable on the markets, on the same instrument or on observable market data available at the closing date) or which are only partially observable.

BREAKDOWN BY ACCOUNTING CLASSIFICATION

Book value 30/06/2025

(€000)

VALUATION

LEVEL

Fair value through profit or

loss

Fair value through equity

Financial assets at amortised cost

Liabilities at amortised cost

Assets:

Non-consolidated equity investments

Level 3

1

1

Other financial assets

924

924

Trade receivables

36,354

36,354

Other current assets

10,395

10,395

Asset derivatives

Level 2

0

Cash & cash equivalents

50,726

50,726

Liabilities:

Long-term borrowings and Lease liabilities

3,232

3,232

Short-term borrowings

3,692

3,692

Liability derivatives

Level 2

27

27

BREAKDOWN BY ACCOUNTING CLASSIFICATION

Book value 31/12/2024

(€000)

VALUATION

LEVEL

Fair value through profit or

loss

Fair value through equity

Financial assets at amortised cost

Liabilities at amortised cost

Assets:

Non-consolidated equity investments

Level 3

1

1

Other financial assets

944

944

Trade receivables

34,810

34,810

Other current assets

11,219

11,219

Asset derivatives

Level 2

184

184

Cash & cash equivalents

56,060

56,060

Liabilities:

Long-term borrowings and Lease liabilities

4,006

4,006

Short-term borrowings

3,654

3,654

Liability derivatives

Level 2

71

71

The valuation methods adopted for financial instruments are as follows:

  • Other non-financial assets: book values represent reasonable estimations of their market value.

  • Derivatives: fair value is determined according to the standard valuation methods including market conditions at the closing date.

    MANAGEMENT OF FINANCIAL RISK Liquidity risk

    2

  • At 30 June 2025, Group cash and cash equivalents amounted to €50.7 million. Group financing arrangements include short-term credit facilities and factoring agreements.

    The following table presents the maturity of each financing arrangement:

    (€000)

    Amounts outstanding at 30/06/2025

    < 1 year

    2 years

    3 years

    4 years

    5 years +

    Other medium to long-term borrowings

    453

    1

    112

    206

    98

    36

    Finance lease

    2,779

    805

    692

    255

    943

    83

    Short-term financing and overdrafts

    3,692

    3,692

    TOTAL GROSS DEBT

    6,924

    4,499

    804

    461

    1,041

    119

    Market risk

    Market risk corresponds to the risk that changes in market prices, such as exchange rates, interest rates and the price of equity instruments, will affect Group earnings or the value of financial instruments held. The main market risk that the Group faces is currency risk. The Group is exposed to currency risk insofar as sales, purchases, receivables and borrowings are denominated in a different currency to the functional

    currency of each Group entity. The functional currencies of Group entities are primarily the euro and the US dollar. The types of transaction listed above are mainly denominated in euro, US dollar and pound sterling.

    The Group's main exposure relates to purchases of whisky in pounds sterling.

    (€000 unless specified otherwise)

    Fair value -

    assets

    Fair value -liabilities

    Net value 30/

    06/2025

    Net value 31/

    12/2024

    Forward currency purchases / Options (GBP)

    (27)

    (27)

    113

    TOTAL FOREIGN EXCHANGE DERIVATIVES

    (27)

    (27)

    113

    Risk relating to shares and other financial investments

    With the exception of treasury shares held under the liquidity agreement, the Group has no financial investments likely to be exposed to the risk of price fluctuations.

    Counterparty risk on financial transactions

    The Group may be exposed to counterparty risk, including on temporary cash investments, the value of hedging instruments and the recovery of trade receivables. The Group selects its counterparties in a thorough and diverse manner in order to limit its exposure. The counterparty risk relating to trade receivables is limited, due to the significant number of customers included in the portfolio and their geographical diversification.

    The ageing schedule for trade receivables at 30 June 2025 and 31 December 2024 was as follows:

    (€000)

    30/06/2025

    Not due

    < 90 days overdue

    90-180 days overdue

    > 180 days overdue

    Trade receivables

    37,117

    30,977

    4,953

    334

    852

    Impairment charges

    (763)

    (763)

    Net trade receivables

    36,354

    30,977

    4,953

    334

    89

    (€000)

    31/12/2024

    Not due

    < 90 days overdue

    90-180 days overdue

    > 180 days overdue

    Trade receivables

    35,600

    29,248

    5,345

    504

    504

    Impairment charges

    (790)

    (790)

    Net trade receivables

    34,810

    29,248

    5,345

    504

    (287)

    Note 6.13 : Other liabilities

    OTHER NON-CURRENT LIABILITIES

    (€000)

    30/06/2025

    31/12/2024

    Investment subsidies

    1,027

    1,086

    Other

    3,268

    395

    OTHER NON-CURRENT LIABILITIES

    4,295

    1,481

    OTHER CURRENT LIABILITIES

    (€000)

    30/06/2025

    31/12/2024

    Advances and down payments received

    1,084

    1,031

    Tax and social security payables (incl. excise duty)

    14,404

    14,634

    Deferred income

    281

    48

    Other payables

    3,990

    3,923

    ‌OTHER CURRENT LIABILITIES

    19,760

    19,636

    Country

    Nature of the obligation

    Nature of the assets

    Value of pledge at 30/06/2025

    (€000)

    Lithuania

    Land purchase loan

    Real estate

    3,897

    Bulgaria

    Credit facility

    Real estate

    6,349

    Brazil

    Other

    2

    Note 7 : Additional information Note 7.1 : Pledging of assets and off-balance sheet commitments PLEDGES

    OFF-BALANCE SHEET COMMITMENTS Alcohol duty deposits

    Customs as security for payment of excise duties on alcohol.

    In some countries where Group subsidiaries operate (France, Lithuania, Bulgaria and Denmark), deposits must be paid to

    These deposits are generally paid by insurance companies and banks on behalf of the subsidiaries concerned.

    (€000)

    30/06/2025

    Spain

    1,115

    Lithuania

    750

    Bulgaria

    562

    Alcohol duty deposits

    2,427

    Long-term purchase commitments

    MBWS France has contracted long-term commitments to

    Cognac Gautier has contracted long-term commitments to purchase cognac raw materials.

    purchase whisky raw materials.

    (€000)

    30/06/2025

    < 1 year

    1 to 3 years

    > 3 years

    Commitments relating to the issuer's operating activities

    Commitment to purchase raw materials

    241,936

    18,390

    63,097

    160,449

    Note 7.2 : Litigation and contingent liabilities

    DISPUTE IN UKRAINE

    The Company's Ukrainian subsidiary, Bélvédère Ukraine LLC, was placed in court-ordered liquidation in January 2014, on the basis of a ruling handed down by the Kiev Commercial Court following proceedings instituted at the request of one of the company's creditors in July 2011.

    MBWS holds around 85% of Bélvédère Ukraine LLC's overall debt.

    Bélvédère Ukraine LLC's assets (including shares in the subsidiaries owned by the company in liquidation and assets belonging to its subsidiaries, which are now controlled by the liquidator appointed by the Kiev Commercial Court) were transferred to a third party outside the Company's control in November 2014.

    Following several proceedings initiated by the Company, the Kiev Court upheld the Company's claims in early April 2015, (i) overturned the November 2014 sale of its assets in Ukraine and (ii) ordered the liquidation proceedings to be reopened.

    OTHER POINTS

    On 11 April 2019, the French antitrust authorities conducted unannounced visits and seizures at the Company's premises as part of an investigation into suspected anti-competitive practices, namely the exchange of information between (i) COFEPP and MBWS and between (ii) MBWS and Castel, in breach of cartel regulations. The Company provided all available information and remained at the disposal of the investigation department of the French antitrust authorities to provide any additional information. As part of this procedure, the Group had also contested the legality of the order of the liberty and custody judge, which was the basis of the visit and seizures, and of the manner in which the visit and seizures were conducted, before the Paris Court of Appeal. In a ruling dated 9 December 2020, the Paris Court of Appeal upheld the order handed down by the liberty and custody judge and dismissed the Company's appeal.

    This decision was upheld by the Ukraine High Commercial Court on 22 March 2016. However, several decisions have been handed down since then, including one approving the resale of assets by the first purchaser, despite the first sale having been declared invalid.

    2

Despite the ongoing conflict in the region, which has slowed the proceedings since 2022, this dispute has been resolved in consultation with the Group's local counsel, resulting in late 2024 in a settlement agreement whereby the MBWS Group received a lump-sum payment as compensation for Bélvédère Ukraine LLC's default on its debt to the MBWS Group. In return, the MBWS Group has withdrawn from all proceedings pending and has agreed not to initiate further proceeding barring certain exceptions.

In a decision dated 20 April 2022, the Court of Cassation dismissed the appeal brought by the Company against the decision of the Paris Court of Appeal. To date, the Company has received no information from the French antitrust authorities as to whether the matter is being pursued or not. If the antitrust authorities were to pursue the matter, it would be difficult at this stage to assess its potential impact on MBWS. Therefore, no provision has been recognised in the Company's financial statements to date.

Note 7.3 : Related parties

Material transactions with related parties mainly include transactions with subsidiaries of the COFEPP group. In H1 2025, they comprised:

  • purchases of services and raw materials totalling €6.1 million;

  • sales of finished goods totalling €8.8 million.

During the six months ended 30 June 2025, relations between the Group and related companies remained comparable to those for the year ended 31 December 2024. No transactions of an unusual nature or amount occurred during the period.

Note 7.4 : Post-balance sheet events

- Crossing of thresholds stated in the Articles of Association:

Upon the exercise of double voting rights by certain shareholders, who thereby exceeded the thresholds stated in the Articles of Association, other shareholders notified the Company that they had consequently crossed below said thresholds, including the following in particular:

Palliser Capital UK notified the Company on 16 July 2025 that it had crossed below the threshold of 2.5% of the Company's voting rights, as at that date Palliser held 2.22% of the voting rights and 3.84% of the share capital.

Diana Holding notified the AMF on 31 July 2025 that it had crossed below the threshold of 5% of the Company's voting rights, as at that date Diana Holding held 3.68% of the voting rights and 3.52% of the share capital.

The "Concert" notified the Company on 17 July 2025 that it had crossed below the threshold of 7.5% of the Company's voting rights, as at that date it held 5.8% of the voting rights and 10.05% of the share capital.

COFEPP notified the Company on 3 July 2025 that it had exceeded the thresholds of 82.5% and 85% of the Company's voting rights, as at that date COFEPP held 86.2% of the voting rights and 79.3% of the share capital.