ANNUAL REPORT
2024-2025
TIME IS ON OUR SIDE
16
ANNUAL REPORT 2024-2025 // 1
SUMMARY
A MESSAGE FROM THE CEO 2
KEY FIGURES 2023/2024 4
ACTIVITY & PERFORMANCE
ALCOHOL DIVISION: DIVISION BOURBON 6
ALCOHOL DIVISION:
DIVISION SCOTCH WHISKY 8
WINE DIVISION 10
CORPORATE SOCIAL RESPONSIBILITY 12
SHAREHOLDER'S NOTEBOOK 14
FINANCIAL REPORT
"
A MESSAGE FROM THE CEO
This fiscal year proved particularly difficult
"
for all businesses involved in the aging of wines
and alcohols
2 // ANNUAL REPORT 2024-2025
PRESIDENT'S MESSAGE
Dear shareholder,
This last year was particularly difficult for all business involved wine and spirits ageing.
A complicated geopolitical climate, political and trade tensions, as well as difficult weather conditions, all contributed to a sudden downturn in our markets. With their visibility reduced, our clients chose mainly to postpone or reduce their investments.
The scale of this phenomenon, which was very difficult to anticipate, was such that it impacted all the businesses and actors in our markets.
In this context, TFF Group showed great agility by reacting quickly and adapting its production in a timely manner, particularly on the bourbon market.
As a result, we managed to limit the decline in both activity and profitability, achieving revenue of €425 million for a recurring operating profit of more than €60 million, or 14.2% of revenue, and a net profit of €32 million.
These results were achieved by sticking to our strategic choices with the completion of our productive investment program in the bourbon market and by adapting to the sudden slowdown that occurred during the year.
After the historic financial performance of 2023-2024, we anticipated a pause in growth, without being able to accurately measure its full impact nor its timing given the economic, geopolitical
and monetary uncertainty. We therefore opted for vigilance and responsive throughout the year.
In the bourbon division, the third phase of planned investments increased cooperage production capacity by 750,000
to 1 million barrels. Since 2016, $362 million has been invested in nine stave mills and two cooperages across five US states.
But in response to the sudden market downturn, three sites were mothballed and we reduced our log purchases and set production.
And yet, we are exceeding the objectives announced in 2016 with an EBITDA of more than 16% and an operating profitability of more than 10%. The Whisky division, in a solid but volatile market, is also down and suffers from a high basis of comparison.
Only the repair/renovation activity is up +16%, after +22% in 2024.
Finally, the Wine division, faced with the slow erosion of production and consumption associated with a steady decline in the quantity of vines planted internationally, is in decline in a context of a generalized wait-and-see attitude.
Only stainless-steel vats saw strong growth, reaching a record level of seven million euros in turnover.
The outlook for the 25/26 financial year is in line with the trend observed in recent months. We expect a further decline in activity on all our markets, and, no doubt, by a higher proportion than in the previous year.
We will continue to organize ourselves, thanks to our motivated and high-performance teams, whom I would like to thank for their resilience in these uncertain times. Thanks also to our high-performance production tools that no longer require additional investment, and to our solid financial situation and comfortable cash flow.
Driven by a sense of both confidence and prudence, we will seek to reduce our debt while continuing to strengthen our leadership positions in each of our markets.
I remain resolutely confident for the medium term because I believe in the recovery, particularly of the bourbon market, once this period of geopolitical uncertainty is over, and in our ability to capture this expected return to growth.
With this confidence in our group and in the future, we decided to offer a dividend of €0.50 per share to the Annual General Meeting of October 2024.
JÉRÔME FRANÇOIS
Chairman of the Management Board
ANNUAL REPORT 2024-2025 // 3
ACTIVITY DOWN IN A DIFFICULT CONTEXT
BUT WITH OPERATING PROFITABILITY MAINTAINED AT CLOSE TO 20%
KEY FIGURES 2024-2025
REVENUE GROWTH (IN MILLION EUROS)
439.8
486.5
Revenue
424.5
-12.6%
- 14.7% like-on-like
Consolidated Revenue
279.7
260.9
302.6
424.5
variation 2024-2025 vs 2023-2024
19/20 20/21
21/22 22/23 23/24 24/25
4 // ANNUAL REPORT 2024-2025
22/23 23/24 24/25
21/22
Equity
19/20 20/21
Net debt
136.9
138.0
184.1
160.9
266.0
314.0
374.0
365.0
462.0
426.0
519.0
511.0
EVOLUTION OF DEBT AND EQUITY (IN MILLION EUROS)
23/24 24/25
21/22 22/23
Net Profit
19/20 20/21
Operating profit
31.8
36.6
20.5
26.9
38.3
36.8
60.5
43.7
54.3 58.4
91.8
79.1
EVOLUTION OF OPERATING PROFIT AND NET INCOME (IN MILLION EUROS)
KEY FIGURES 2024-2025
SALES DISTRIBUTION
per market
Bourbon 38.8%
Wine 45.1%
Whisky 16.1%
REVENUE BREAKDOWN
per geographical area
South
Other 4%
Asia 4.4%
France 11.7%
America
0.7 %
United States 58.1%
Europe
(Without France)
21.1%
ANNUAL REPORT 2024-2025 // 5
ALCOHOL DIVISION
DIVISION BOURBON
CONSOLIDATION OF THE WORLD'S NUMBER 2 POSITION AMONGST INDEPENDENT COOPERS
€165M
Revenue
-17%
Revenue growth
11
Production sites
// ANNUAL REPORT 2024-2025
DIVISION BOURBON
Continued investment despite the fall in activity
After the strong growth of the last three years, the bourbon division recorded a 17% fall in activity (-17.3% like-on-like).
Given the anticipated drop in demand and growing stocks, TFF Group has taken measures to adapt and rationalize its production tool.
A market that is taking a break for the first time in 20 years
For two decades, the bourbon market grew steadily and is expected to continue growing at a rate of 6.2% per year to reach $14.3 billion in 2032. In 2024, American distilleries marketed more than 30 million cases of whisky, a growth of 125% since 2003 for a revenue of $5.2 million
(1). However, for the first time in 2024, sales fell in volume by -2.7% and in value by -1.8%.
The drop in production, of around 25% in 2024, can be explained on the one hand by the large stocks accumulated by distilleries and distributors and, on the other, by the risk of new tariffs, all of which has led producers to be extremely cautious. In addition, the evolution of consumer behavior, which is looking to more diversity and moderation, is leading to a recalibration of stocks.
Global geopolitical uncertainty, slowing economic growth, particularly in the United States, and the impact of inflation on consumer purchasing power are the main causes of this pause in growth.
(1) Source: Distilled Spirits Council of the United States.
Continued investment
In line with its roadmap, TFF Group continued to invest during the year, $15 million compared to
$46 million last year. Today, those investments represent $202 million in CAPEX and $160 million in working capital.
As a result, TFF Group achieved revenue of $165 million, down 17% (-17.3% on a constant basis) compared to last year.
Since 2016, TFF Group has invested $362 million and now has nine stave mills and two cooperages in five states in the United States. This gives the Group total control of its supply of American oak, a guarantee of safety and profitability. TFF Group has demonstrated its agility in adapting quickly to constantly changing market conditions, by adjusting its workforce of 200 employees over the course of the fiscal year. This flexibility ensures that the right number of staff is available in the right place at the right time.
588,000
Barrels produced
16%
EBITDA
Stave milling activity: Rapid adaptation to falling demand
Over the course of the year, TFF Group produced 724,000 sets, compared to 840,000 last year. Faced with the drop in demand, which is expected to continue in 2025/2026 and with fewer than 450,000 sets planned, TFF Group very quickly reduced the production of its stave mills: three sites were mothballed at the end of the year accompanied by a drastic reduction in the external purchases of logs and sets. This reduction in production should allow TFF Group to adjust its stocks to the needs of its cooperages and to cope with the cessation of sales of sets abroad. With 640,000 sets in stock at the end of April 2025, the Group has just over 12 months' worth of production.
Cooperage activity: decline in production and stability in selling prices
The stabilization of selling prices at $270/cask made it possible to maintain a good level of profitability, while the cooperage activity posted a 15% drop in production, with 588,000 casks and 11,000 sets produced and sold during the 2024/2025 financial year compared to 692,000 casks and 97,000 sets produced and sold during the previous financial year.
The profitability targets of the bourbon division were exceeded with 16.0% EBITDA achieved during the year and 10.52% EBIT.
Perspectives
For the coming year, which we expect to be marked by a lack of visibility and difficult market conditions, as well as weak and volatile demand, TFF Group expects a contraction in volumes and selling prices and does not anticipate any sales of sets abroad.
ANNUAL REPORT 2024-2025 // 7
ALCOHOL DIVISION
DIVISION SCOTCH WHISKY
GLOBAL LEADER IN INDEPENDENT COOPERS
€68.4M
Revenue
-12.7%
Revenue growth
9
Production sites
8 // ANNUAL REPORT 2024-2025
DIVISION SCOTCH WHISKY
Down in a difficult context
and on a high basis of comparison
With revenue of €68.4 million compared to the record of €78 million set last year, the Scotch division posted a decline of -12.7% (-14.5% on a constant basis).
TFF Group nevertheless continued to invest in the scotch division to improve working conditions and capture growth in the coming years.
The Scotch market
is showing resilience in a difficult context
After growing by +21% in volume and +37% in value in 2022, the market is declining by -19% in volume and -9.5% in value.
According to the Scotch Whisky Association (SWA), the value of Scotch exports amounted to £5.4 billion in 2024, the equivalent of 1.4 billion bottles of 70 cl Scotch Whisky exported. These exports show a decrease of 3.7% in value and an increase of 3.9% in volume compared to 2023.
Since the Covid-19 pandemic, annual exports of Scotch Whisky have fluctuated in line with the lockdown, reopening and recovery phases of global markets. Taking 2019 as a pre-Covid reference, exports increased by 10% in value and 7% in volume.
-3.7%
in value compared and sales increased by 3.9% in volume to 2024(1)
Continued investment in the Scotch market
During the fiscal year, the Camlachie cooperage moved into its new premises, acquired by TFF Group for €5.5 million, and benefited from a reinforcement of its production lines.
The Isla cooperage has invested €3.5 million in the acquisition of land to build a new production site, with delivery scheduled for January 2026.
In addition, the investments made in the training of teams for several years, with 25% of the workforce in apprenticeships, will complete the group's expertise in this market.
Thanks to all its investments, TFF Group aims to significantly improve the working conditions of its teams and continue to grow in the years to come.
«Despite the resilience
of the Scotch Whisky industry, 2024 was a challenging year»
Mark Kent,
Scotch Whisky Association Chief Executive
Activity down in the face of an extremely high basis of comparison
Faced with a recurring lack of available barrels over the past 5 years (445,000 barrels available in 2021 compared to 281,000 in 2025), the trading activity, which represents 80% of turnover, recorded a decline of -21% in volume.
In addition, average barrel prices showed an increase of +11% in 2024/2025, continuing the
+30% increase initiated last year. This pressure on prices led customers to reduce their order levels or even cancel them.
The repair/renovation business recorded further growth of +16%, following the +22% increase in the previous year.
850,000
resold used barrels
During the fiscal year, TFF Group will have resold 850,000 used barrels on the brown alcohol market.
Perspectives
In a Scotch market that confirms the signs of slowdowns observed last year, where customers are adjusting their inventories to adapt to weaker and more volatile demand, TFF Group anticipates a further decline in volumes and a sharp drop in prices.
(1) Source: Scotch Whisky Association.
ANNUAL REPORT 2024-2025 // 9
WINE DIVISION
STRENGTHENING OF THE GLOBAL LEADERSHIP POSITION
€192M
Revenue
-8.3%
Revenue growth
30
Production sites
10 // ANNUAL REPORT 2024-2025
WINE DIVISION
Solid resistance
in a wait-and-see context
With sales of €192 million, compared with €209.5 million last year, the wine division posted a decline in activity of -8.3% (-12.4% on a like-for-like basis). The acquisition of the PETITRENAUD sawmill/stave mill/parquetry contributed €7 million to consolidated revenue.
Historically low production
For the second year in a row, extreme weather conditions coupled with vine diseases led to a historically low level of global wine production which, at 225 Mhl in 2024, shows a decrease of
-4.8% to its lowest level since 1961.
France, the 2nd largest wine-producing country in the world, posted a volume of 36.1 Mhl, marking a significant drop of 11.1 Mhl in 2024. In the United States, production was 21.1 Mhl, down -17.2% compared to 2023 and that of New Zealand reached 2.8 Mhl, a decrease of -21.2%.
225 Mhl
Global Production 2024(1)
Global consumption still down slightly
Perspectives
As a result of the tough economic situation in the United States, rising prices, uncertainty over tariffs and a falling dollar, TFF Group anticipates a further contraction in the wine division's activity over the next fiscal year.
In 2024, global wine consumption was estimated at 214.2 Mhl, down -3.3% compared to 2023. Lower demand in the main markets coupled with high average prices due to inflation explain this low consumption.
214 Mhl
Global consumption 2024(1)
In 2024, the European Union consumed 103.6 Mhl, representing 48% of global consumption, a decrease of -2.8% compared to last year. Within the EU, France remained the largest consumer, with an estimated 23 Mhl, marking a decrease of
-3.6% compared to 2023. Italy, the EU's 2nd largest market, stagnated at a consumption level of 22.3 Mhl in 2024, in line with 2023 (+0.1%).
Outside the European Union, the United Kingdom, the 5th largest wine consuming country, recorded a -1.0% drop in consumption in 2024, estimated at
12.6 Mhl. Conversely, wine consumption in Russia increased by +2.4%, reaching 8.1 Mhl,
In the United States, the world's largest wine market, consumption decreased by -5.8% in 2024 to 33.3 Mhl.
Among Asian markets, wine consumption in China fell by -19.3% in 2024, totalling 5.5 Mhl, reflecting an overall decline in domestic demand that began in 2018.
Finally, in Oceania, Australia, ranked 11th, remained stable at 5.3 Mhl (-2.7% in 2023), showing a very stable trend over the past fifteen years with consumption of around 5.5 Mhl.
A declining activity
With sales of €192 million, the wine division posted a decline of -8.3% (-12.4% on a like-for-like basis), with the acquisition of the PETITRENAUD sawmill/stave mill/parquetry contributing €7 million to consolidated revenue.
This fall is explained by the high inventory levels of our customers and by a lack of visibility linked to the geopolitical and economic uncertainties that have led them to postpone their investments and wait for a more favourable context.
Sales of new barrels fell by -11%. The -22% decline in volume of activity was partially offset by an increase in selling prices of around 9%.
The forestry business benefited from the consolidation of Biossent over 12 months, limiting its decline to -0.7%. On a like-for-like basis, it is expected to be down 6.4% due to the poor harvest in 2024.
The stainless-steel tank business had a good year with an increase of +13% and posted a turnover of €7 million. Large containers are down 20%, reflecting the general decline in investment in a difficult economic situation.
Forestry activity fell 22% due to the double effect of lower prices and volumes of timber for construction.
Continued external growth in 2024/205 with the acquisition of PETITRENAUD
The PETITRENAUD Group, a family business since 1947, operates in the world of quality oak by carrying out the complementary trades of sawmilling, stave milling, parquetry, and forestry. Located in the Nièvre region in the heart of France's largest oak forest, Scierie PETITRENAUD and Parqueterie BEAUSOLEIL enjoy an environment conducive to quality supply and work.
(1) Perspectives de la production mondiale de vin 2023 OIV.
ANNUAL REPORT 2024-2025 // 11
"
Time is a source of wealth.
It shapes the forests, changes the seasons, and provides the oaks that will participate in the maturation of wines and spirits. It has also shaped the history of TFF Group, which was built over generations...
Our social responsibility approach is part of this.
Like an oak tree
which grows slowly, firmly rooted,
Our commitment extends far beyond the present moment. We are not just thinking about today's results, but about the legacy we will pass on tomorrow. This CSR approach is embodied in a new ambition: Transforming for a Fair Future.
More than an initiative, it is a collective dynamic that commits the entire Group to the same objective: transforming our practices to build a fair, responsible and sustainable future.
Given our history, we know that every action counts. Maximizing our positive impact for our customers, partners, and our entire value chain, while reducing our environmental footprint, is a requirement we adhere to every day.
This commitment only exists because it is carried out daily by the women and men of the Group.
Through their expertise, their ambitious standards, and their passion, they bring this responsibility
to life and translate it into concrete actions, all over the world. They are the true architects of this long-term vision of ours.
Our ambition is clear: to preserve today and to pass on tomorrow, by making time
"
an ally, at the service of responsible growth and a
living planet.
Time is on our side…
CORPORATE SOCIAL RESPONSIBILITY
Philippe MAESEN, Group CSR Manager gives us his vision
of TFF Group's Corporate Social Responsibility
Which actions will particularly mark the year?
2025 promises to be a pivotal one for TFF Group regarding the implementation of its Corporate Social Responsibility ambition.
The launch of the 2025-2028 roadmap is a defining moment: designed as a lever for accelerating the
transformation, it will make the Group's approach a long-term one and give it a new dimension,
in line with the current and future challenges that TFF Group must address.
This roadmap identifies several priority areas:
the Group's enhanced contribution to the fight against climate change,
the continuous improvement of the circularity of products,
the promotion of the human and professional development of the women and men of TFF Group, through ambitious training programs, an increased commitment to health, safety, and quality of life at work,
strengthening the sustainability of our value chain, particularly through the implementation of a responsible purchasing policy,
and finally, the consolidation of our civic and societal commitments to the regions in which the Group operates.
What point will you focus
on in terms of societal commitment in 2025?
In 2025, the focus will be on strengthening societal initiatives that serve both employees and the various territories where the Group operates. Two priorities will guide these efforts: the continuation of training and skills development programs, which are essential to preserving know-how, supporting the evolution of professions and addressing any new challenges in the sector; as well as the development of dialogue with local stakeholders - partners, associations and communities - to anchor the Group's growth in an inclusive and shared approach.
In this context, TFF Group will also focus on enhancing its relationships with its suppliers to build strong and responsible partnerships throughout the value chain. The Group will also continue to strengthen its corporate culture, by mobilizing its employees around its values and mission. Finally, particular emphasis will be placed on the development of environmental philanthropy, to amplify the positive impact of the Group's commitments to resource conservation and biodiversity.
The objective remains unchanged: to convert the Group's growth into a dynamic where economic performance, social responsibility and environmental commitment go hand in hand.
On the environmental axis, what will be your levers of action?
Preserving the natural resources that are the basis of our activity is a matter of course for TFF Group whose DNA is intimately linked to the environment and ecosystems.
On the environmental front, TFF Group is committed to a long-term approach, faithful to the rhythm of the forests on which it depends and which it helps to preserve.
The fight against climate change is a priority. With the updating of its carbon footprint, the Group is embarking on an ambitious and progressive path to reduce its emissions, which will cover all its activities as well as its value chain. This commitment is in line with the objectives of the Paris Agreement, with the clear desire to contribute to limiting global warming to well below 2°C, and ideally to 1.5°C compared to the pre-industrial era.
But beyond reducing its footprint, TFF Group intends to strengthen its resilience to the already tangible impacts of climate change. The availability of resources, the preservation of forests, the protection of production sites and the safety of employees are at the heart of this adaptation process which is seen as an essential condition for sustainability.
In the same spirit, the Group is taking action to improve the circular economy: extending the life of each resource, reusing, recycling, and recovering raw materials and by-products to limit waste and optimize the value created.
Finally, the preservation of biodiversity remains a strong marker of TFF Group's commitment. By developing partnerships and initiatives around sustainable forest management, the Group intends to go further than its obligations and generate a positive footprint well beyond the scope of its activity.
ANNUAL REPORT 2024-2025 // 13
€0.60
€0.60
2025 DIVIDEND
€0.35
€0.35
€0.35
€0.40
€0.50
€0.5
PER ACTION(1)
18/19
19/20
20/21
21/22
22/23
23/24
24/25
(1) Dividend distribution proposal to be submitted to the General Meeting on October 25th, 2024.
CAPITAL DISTRIBUTION AS OF APRIL 30TH, 2025
71%
FRANCOIS Family
29%
Public
Floated on the second market of the
Paris stock exchange in January 1999
Eurolist - B
Code ISIN FR 0013295789
Euroclear : 7190
Reuters : TFF.PA
Bloomberg : TFF.FP Euronext ® Family Business Eligible for PEA PME
14 // ANNUAL REPORT 2024-2025
SHAREHOLDER'S LEDGER
Q3 turnover 2025-2026
12
MARCH
General assembly
24
OCTOBER
2026 | |
7 JANUARY | |
Q2 Turnover 2025-2026 Half-yearly results | |
FINANCIAL COMMUNICATION AGENDA 2025-2026
2025 | |
9 SEPTEMBER | |
Q1 turnover 2025-2026 | |
General assembly
OCTOBER
Annual results 2025-2026 Results meeting
JUILY
ANNUAL REPORT 2024-2025 // 15
ADMINISTRATION AND MANAGEMENT
16 // ANNUAL REPORT 2024-2025
Supervisory Board
and Management Board
Monsieur Jean François
Chairman of the Supervisory Board
Monsieur Jerôme François
Chairman of the Management Board
Madame Noëlle François
Member of the Management Board
Madame Nathalie Meo
Supervisory Board member
Monsieur Patrick Fenal
Supervisory Board member
Mademoiselle Philippine François
Supervisory Board member
Mademoiselle Victoria FRANCOIS
Supervisory Board member
ANNUAL REPORT 2024-2025 // 17
18 // ANNUAL REPORT 2024-2025
SUMMARY
REPORT OF
THE MANAGEMENT BOARD 20
SUSTAINABILITY REPORT 25
CONSOLIDATED
FINANCIAL STATEMENTS 118
Consolidated Balance Sheet 118
Consolidated Income Statement 120
ANNUAL REPORT 2024-2025 // 19
REPORT OF THE MANAGEMENT BOARD PRESENTED AT THE GENERAL ASSEMBLY OF 24 OCTOBER 2025
Ladies and Gentlemen,
The Shareholders' Meeting was convened to deliberate on the financial statements for the year that ended on April 30th, 2025, to allocate the result of the financial year, to approve the regulated agreements entered into or continued during the same financial year, as well as to discuss various other items described in more detail below.
The aim of the meeting is to outline the situation of the Company and of the Group (TFF Group) over the course of the financial year, its foreseeable development, its research and development activities, and any significant events that occurred between the closing date and the publication of this report. In accordance with the provisions of Article L.232-6-3 of the French Commercial Code, the sustainability report is included in a separate section of this document.
Please note that any comments are subject to the approval of the accounts as they are presented to you.
The Management's discussion and analysis and the «Group» Consolidated Management's discussion and analysis are included in this report. The report on corporate governance prepared by the Supervisory Board is also annexed to this annual report.
EVOLUTION OF CAPITAL
The amount of the capital did not change during the financial year that ended on April 30th, 2025, and therefore amounts to 8,672,000 euros.
In accordance with the provisions of Article L 225-184 of the French Commercial Code, please note that there are no ongoing plans relating to stock options.
ACQUISITIONS DURING THE YEAR - DISPOSALS OF SHAREHOLDINGS
On May 1, 2024, TFF Group acquired 51% of the shares of the PETITRENAUD group (Scierie PETITRENAUD, Parqueterie BEAUSOLEIL, SCI de la VRILLE).
The PETITRENAUD group, owned and managed by the eponymous family since 1947, is specialised in quality oak through the complementary trades of sawmilling, parquetry and forestry.
By transforming a significant volume of oak logs into sawn timber of different categories, the company manufactures parquet floors, staves, edged timber, pedestals, frames, firewood and pulpwood.
Given the increasingly demanding context for raw materials, in terms of volumes, prices and quality, the integration of the company will help strengthen the capacities and efficiency of our teams and our tools, in addition to the profitable, complementary and high-end diversification that the parquetry activity represents.
The merger by absorption of SOPIBOIS SOCIETE PICARDE DU BOIS by IDELOT PERE ET FILS was also carried out this year. Its aim was to rationalise the capital holding scheme and to simplify legal, accounting and financial operations with an eye on greater economic efficiency.
CONSOLIDATED FINANCIAL PERFORMANCE AND STRUCTURE RATIOS
- The consolidated financial items can be summarized as follows (IFRS standards):
as of April 30th (in K€)
30/04/25
30/04/24
Turnover
425 429
486 553
Recurring operating income
60 485
91 763
Operating income after share of associates
60 000
92 829
Profit before tax
43 921
86 769
Net income
31 811
58 411
Group share
30 705
56 447
Consolidated financial statements
Balance sheet accounts (in K€)
Group equity
487 567
489 701
Net financial debt
314 021
266 589
Net financial debt/consolidated equity
0,605
0,521
Stocks nets
451 589
417 131
20 // ANNUAL REPORT 2024-2025
MANAGEMENT REPORT OF THE EXECUTIVE
- Business and results - Progress made and difficulties encountered
For the 2024/2025 financial year, consolidated revenue amounted to
€425.5 million, down -12.6% on the previous year, and down -14.7% like-for-like (excluding currency and scope effects).
On a like-for-like basis, the year saw a drop of -12.4% in the wine activities and -16.5% in the alcohol activities.
The financial year was marked by a particularly unfavourable economic and geopolitical context after several years of exceptional post-covid growth, leading to a singularly negative base effect that has heavily affected the wine and spirits aging sector.
The wine business posted a decline of -8.3% to €192 million due to the large wine inventories at our customers' sites, which limited their investments as they prefered to wait for an improvement in the political, economic and geopolitical environment.
On the whisky market, the activity faced a high basis of comparison and recorded a contraction in sales of 12.7% linked to the decline in trading volumes (-21%) with selling prices still rising (+11%).
Increasing inventory and volatile demand caused our customers to reduce their purchases.
The renovation/repair/process business was up 16%, on a high basis of comparison (+22% in the previous year).
On the bourbon market, the cooperage activity posted a decline in activity: 588,000 barrels vs. 692,000 barrels manufactured and sold in 2023/2024.
The stave mill activity also fell with 724,000 sets produced and sold compared to 840,000 sets in 2023/2024.
Given the context, TFF Group reduced its production by mothballing three stave mills at the end of the financial year and drastically restricting its external purchases of logs and sets.
Recurring operating income (ROC) was down -34.1% to €60.5 million and recorded:
A significant level of underactivity
An increase in depreciation and amortization in the bourbon division. The Group's operating income from continuing operations (EBIT) was
€59.5 million, down -35.1% taking into account non-recurring items
of -€1.0 million.
Financial income for the year amounted to -€16.1 million, including a currency impact of -€3.9 million and interest expenses of -€12.2 million.
Net income came in at €31.8 million (7.5% of revenue), down -45.5%.
- Economic context
The alcoholic beverage market, which proved extremely resilient during the pandemic and then benefited from the post-Covid period, is now experiencing a number of headwinds in the context of weak global growth and pressure on purchasing power.
Consumers continue to fact high living costs, which translate into lower disposable income, resulting in lower alcohol consumption and the search for better value for money.
The market, which is returning to its 2019 levels in terms of volume, is leading producers to reduce their stocks, which is impacting all suppliers in the sector.
Medium-term forecasts remain encouraging with the alcoholic
beverage market expected to grow by 2034, but in the shorter term and for 2025, the market is likely to be impacted by the unfavorable political and geopolitical climate. The threat of a return to more protectionism and higher tariffs could also continue to have an impact on consumption and buyer behavior.
Visibility remains limited in a sector that too often finds itself on the front line of the tariff war and that tends to impact our clients' investment decisions.
For all these reasons, we expect our level of activity to decline further in 2025/26 and to a greater extent than in the financial year we have just closed.
This will mean adapting our production capacities and inventories as accurately as possible to preserve our profitability levels without compromising our ability to bounce back in the medium term.
- Description of the main risks and uncertainties facing the company
Financial and market risks
Market risk is the risk of adverse changes in the value of a financial instrument caused by changes in exchange rates, interest rates or stock prices. The Company is subject to market risk arising solely from foreign exchange rate or interest rate fluctuations.
In addition, the company considers that it is not subject to liquidity risks.
A detailed report on the management of these risks is presented in the notes to the consolidated accounts.
Legal risks
TFF Group carries out manufacturing and/or distribution activities worldwide through its subsidiaries or through contracts with third parties in the field of coopering, stave making, vat making, wood products, forestry and the production of stainless-steel large containers. As a result, it is subject to a complex regulatory environment, linked to the fields of activity and/or their areas of execution. The risks it incurs are the usual ones for identical companies in similar fields: defective products, methods of marketing and relations with suppliers and/or distribution networks.
In the normal course of business, TFF Group may be confronted with litigation. Except for the deductibles applicable to it, TFF Group has the adequate Civil Liability insurance cover it against any material financial loss.
Climate risks
The implementation of the Group's 2025 Sustainable Development Strategy and the consequences of climate uncertainties have been considered in the financial statements.
Measures relating to supply, production and transport chains, initiatives to promote a circular economy, and those related to the preservation of natural resources, are likely to impact certain of the Group's operational performance indicators. These could include higher raw material and production costs, increased research and development costs, certification and training costs, or changes in the shelf lives and residual values of certain assets.
The estimated impacts of these various economic, geopolitical and climatic developments have been included in the impairment test conducted on the group's cooperage business. Whilst the estimate of
ANNUAL REPORT 2024-2025 // 21
all these impacts is difficult for the Group to predict, the tests carried out so far do not show any loss of value.
Regarding weather-related risks, factors such as global warming or water scarcity are likely to have the following impacts:
Changes in cultural practices
Modification of the quality of the wines (acidity, ageing, etc.)
Impacts on yields.
Impacts on oak quality.
Insurance
As of April 30th, 2025, TFF Group grouped under a «master» policy in France the risks of damage to property and business interruption, civil liability, maritime transport, and the civil liability of corporate officers. Depending on the insurance risks, local policies were taken out abroad and sometimes topped up by the TFF Group master policy.
Civil Liability insurance was taken out to cover any risks arising from the usual production activities of all TFF Group entities. In addition, product liability insurance protects the company against possible claims arising from the use of TFF Group products.
The list of insurance policies taken out by the Group can be found in
6.3 below.
Miscellaneous general risks related to the activity
TFF Group, as a major player in the cooperage sector, could potentially suffer negative effects in terms of activity and results in the event of an economic slowdown in one or more markets.
The success of the acquisitions made by TFF Group is not guaranteed, and in the event of any failure to integrate, the Group's financial position could be affected.
A failure of the information systems used by TFF Group could delay or hinder the provision of services or certain decisions.
Fraud risks
The risks of external fraud, such as cyber attacks or extortion attempts, have tended to increase in recent years, and TFF Group, due to its exposure, can be a target.
In this context, TFF Group strives to raise awareness among its teams around the world and implements control procedures.
Disputes
TFF Limited, a company whose registered office is in Ireland, was subject to a tax audit in respect of its taxable activities in France. As a result of this audit carried out by the French tax authorities for the period from 1st May 2010 to 30th April 2019, a first request for the adjustment of corporate income tax to the tune of €1 million was received in January 2022 for the year that ended 30th April 2011.
TFF Group contested this requested adjustment both procedurally and in terms of its substance.
During the year that ended April 30th, 2024, TFF Limited received a second corporate income tax adjustment proposal for a total amount of €15 million for the audited periods that ran from April 30th, 2012 to April 30th, 2019.
TFF Group still contests all the substantive elements on which the French tax authorities' proposals for rectification are based.
Nonetheless the management considers that there is still a reasonable risk of additional taxation estimated at €3.6 million. An amount of €0.6 million was included in the tax expenses for the year that ended on April 30th, 2025, in return for a current tax debt, which is in addition to the €3 million recorded as of April 30th, 2024.
The Group is not the subject of any other lawsuit, dispute or any other claim by a third party that may constitute a contingent liability at the closing date of the financial statements. Furthermore, the did not identify any contingent assets as at the same date.
Risks related to the supply of oak
The oak supply market is structurally inflationary and tense, with demand regularly exceeding supply. The Group obtains most of its supplies from the National Forestry Office (ONF), which manages most of the French forestry assets that meet the standards used by the group's cooperages. The ONF manages the marketing of these woods whilst ensuring the long-term sustainability of the resource.
The Group uses its internal stave mills to acquire and transform French oak into cooperage wood, but also uses external stave mills to conserve a diversity of resources.
TFF Group has always indexed its prices according to the evolution of the raw material component in its production cost, in the same way as other costs: labor, administrative, commercial, etc.
The price of oak is of particular importance insofar as it constitutes the main part of the cost price of a barrel.
So far, TFF Group's high-end positioning and the quality of its customer base have enabled it to pass on cost increases in the price of its products.
- Guidance on the use of financial instruments
On this point, we refer you to the notes to the consolidated financial statements.
ACTIVITY OF THE PARENT COMPANY, ITS SUBSIDIARIES AND SHAREHOLDINGS
Parent company
Please note that the annual financial statements for the year that ended on April 30th, 2025, which are subject to shareholder approval, have been prepared in accordance with the presentation rules and valuation methods provided for by the regulations in force.
The presentation rules and valuation methods used are identical to last year's. TFF Group's scope of consolidation is included in the notes to the consolidated financial statements.
Turnover excluding taxes amounted to €39,212 thousand compared to €39,807 thousand last year.
Operating profit showed a profit of €11,698,000 compared to
€11,623,000 last year.
The financial result is in deficit to the tune of €9,000 K.
Profit from current income was €2,698,000 compared to €7,796,000 last year.
The exceptional result saw a deficit of €371K.
22 // ANNUAL REPORT 2024-2025
MANAGEMENT REPORT OF THE EXECUTIVE
The net result showed a profit of €2,642 thousand compared to
€1,190 thousand last year, considering a corporate tax gain of €650 thousand and an employee profit-sharing of €336 thousand.
In accordance with the provisions of Articles 223 quarter and 223 quinquies of the General Tax Code, please note that the accounts for the past financial year of the parent company cover expenses not deductible from the tax result referred to in Article 39.4 of the General Tax Code ito the tune of 135,852 euros.
Subsidiaries and shareholdings
French subsidiaries
French cooperages recorded a decline in their business volumes, because of sharply lower harvest levels in Europe.
French stave mills recorded a slight increase in their level of activity.
The vat making sector saw a drop in its activity because of a drop in investments in a difficult economic climate.
In the wood products for oenology sector, activity was down slightly given harvest levels.
Foreign subsidiaries
In the wine sector, American, Australian, New Zealand and Spanish subsidiaries recorded declines in activity.
The activity of whisky cooperages in Scotland fell with volumes of casks traded sharply down and a repair/renovation activity in growth.
The activities of the «Bourbon» division were down in volume with stable selling prices.
The activities of the direct subsidiaries are summarised in the annexed table (table of subsidiaries and shareholdings).
Within the framework of the provisions of Article L.232-1 II of the French Commercial Code, please note that TFF Group does not have branches.
SHAREHOLDING
To comply with the obligation imposed by law to mention the identity of natural or legal persons owning more than one-twentieth, one-tenth, one-fifth, one-third or one-half of the share capital, we inform you that as of April 30th, 2025, the distribution of the company's capital and voting rights was as follows:
Situation as at 30 April 2025 Number of Number of % of voting
shares voting rights capital % rights
SAS La Demignière (François family)*
10.320.716
10.320.716
47,61%
47,61%
SARL Familiale François
(François family)**
4.040.840
4.040.840
18,64%
18,64%
Mr and Mrs Jean François 287.040
287.040
1,32%
1,32%
Mr Jérôme François 704.706
704.706
3,25%
3,25%
Others (of which Public) 6.326.698
6.326.698
29,18%
29,18%
TOTAL 21.680.000
21.680.000
100,00
100,00
* The breakdown of the capital of SAS La Demignière is as follows:
Associates
Shares
NP
PP
U
Jérôme François
195.742
500
Jean François
1.500
295.741
Noëlle François
500
Philippine François
33.333
Victoria François
33.333
Léopold François
33.333
Share total
298.241
** The breakdown of the capital of SAS Familiale François is as follows:
Associates
Shares
NP
PP
U
Jérôme François
2
400
Jean François
1
799
Noëlle François
1
799
Philippine François
532
Victoria François
532
Léopold François
532
Share total
2 000
ESSENTIAL INTANGIBLE RESOURCES AND MISCELLANEOUS INFORMATION (C. COM. ART. L 232-1, II-7° AND L 22-10-35)
- Information on essential intangible resources
Below is information on TFF Group's core intangible resources, how its business model is fundamentally dependent on these resources, and how these resources are a source of value creation for TFF Group.
Essential intangible resources are defined as those that are «devoid of the physical substance on which the company's business model fundamentally depends and that constitute a source of value creation for the company».
For the European Commission, all the company's essential intangible resources are covered, including the intangible assets recorded on the balance sheet.
With regard to TFF Group:
Its business model is based on the aggregation of a set of complementary and diversified brands that constitute an essential resource in a wine and spirits market that is demanding in terms of quality, intangibility and sustainability of offer. This superimposition of brands and know-how allows it to meet a demand for high-end wood products intended for a premium or even ultra-premium market. TFF Group's image of excellence, based on an ancestral artisanal industry, is carried by each of its brands.
ANNUAL REPORT 2024-2025 // 23
Their value, which combines craftsmanship, tradition, and high-end authenticity, represent an essential intangible asset for their customers and place the Group at the heart of a sustainable value creation model.
- Miscellaneous information provided for in Article L.22-10-35 of the French Commercial Code
TFF Group's activities have no impact on the fight against tax evasion, with all the entities making up the group complying with all the tax regulations to which they are subject.
In view of the activities carried out by TFF Group, there are no specific actions aimed at promoting the link between the nation and its armed forces nor at supporting the commitment to the reserves of the National Guard.
STATEMENT OF EMPLOYEE SHAREHOLDINGS IN THE SHARE CAPITAL ON THE LAST DAY OF THE FINANCIAL YEAR
None
INFORMATION CONCERNING TRANSACTIONS CARRIED OUT BY MANAGERS OR SENIOR MANAGERS AND THEIR RELATIVES IN THE SECURITIES OF A LISTED COMPANY
An annex to this report contains a summary of the transactions carried out by management and their relatives during the last financial year (AMF, General Regulation, new Art. 222-15-3).
24 // ANNUAL REPORT 2024-2025
SUSTAINABILITY REPORT
ANNUAL REPORT 2024-2025 // 25
SUMMARY
GENERAL INFORMATION 27
ESRS 2 - General Disclosures 27
ENVIRONMENTAL INFORMATION 46
ESRS E1 - Climate Change 46
ESRS E2 - Pollution 52
ESRS E3 - Water and Marine Resources 55
ESRS E4 - Biodiversity and Ecosystems 58
ESRS E5 - Resource Use and Circular Economy 64
Taxonomy Regulation 70
PERSONNEL INFORMATION 76
ESRS S1 - Own Workforce 76
ESRS S3 - Affected Communities 85
ESRS S4 - Consumers and End-users 88
GOVERNANCE INFORMATION 90
ESRS G1 - Business Conduct 90
ANNEX 1: METHODOLOGICAL NOTE
ON PUBLISHED INDICATORS 93
APPENDIX 2: LIST OF DISCLOSURE REQUIREMENTS THAT TFF GROUP HAS COMPLIED WITH FOR
THE SUSTAINABILITY REPORT 107
ANNEX 3: LIST OF DATA FROM
OTHER EU LEGISLATION 109
26 // ANNUAL REPORT 2024-2025
MANAGEMENT REPORT OF THE EXECUTIVE
SUSTAINABILITY REPORT
General Information
ESRS 2 - General Disclosures
BP1 - General basis for sustainability claims
Consolidation Rules [BP-1-01/02/03]
TFF Group's Sustainability Statement is prepared on a consolidated basis and on a scope corresponding to that of its consolidated financial statements (globally integrated companies). For companies with less than 100% ownership, the scope includes companies in which TFF Group has decision-making power.
No subsidiary included in the consolidation was exempted from the sustainability reporting obligation, individual or consolidated, in line with Article 19a(9) or Article 29a(8) of Directive 2013/34/EU, respectively.
Value Chain Scope [BP-1 04]
France (70 %) - USA (20 %) - Hongrie (10 %)
France - USA - Espagne - Hongrie - UK - Irlande - Afrique du Sud -Australie - Chine - UK
Other raw materials
Stave mills
including Sogibois,
Sciage du Berry, Trust Hungary, Gauthier, 90% internally and 10%
externally, 5 sites (4 in France
and 1 abroad)
Barrel recycling
steel (circles),
stainless steel, Suppliers
plastics, rivets, bungs, silicone
cooperages
80% of the
activity, 15 sites plus HQ (France and abroad)
End of life
including arcelor Mittal for steel, Lejeune & Meiser for the vats
Agents & distributors
financiers and rental agents
Forestry
Valorisation
of energy/wood
production waste used for heating
Wood
for oenology
10% of the activity
Tranporters and transit
including Alaine,
Pages Rohlig, Hillebrand
USA (100%)
USA - Ecosse
Barrel recycling
from bourbon to whisky
Tranporters and transit
Diversifié
Stave mills
9 sites
Other raw materials
steel and stainless steel
Trade and repair
Cooperages
2 Bourbon sites
6 Whiskey sites
End of life
Dépendance
Alcohol producers
Forestry oak
private forests
Wine makers
diversified activity between small, medium and large accounts
Forests oak
onf, private forests, state forests
WINES
TFF Group's value chain encompasses all the key stages, from the careful selection of raw materials to production, finishing, marketing and after-sales service. Each phase is essential to ensuring the manufacture of high-quality products, combining performance and durability. TFF Group also relies on a network of suppliers that are carefully selected according to strict quality criteria, to ensure a value chain consistent with its sustainable commitments.
AVAL
INTERNE
AMONT
ALCOHOLS
Omission of Information by Exemption [BP-1 05 / 06]
The statement did not make any use of the exemption from the disclosure of information that relates to imminent developments or matters under negotiation.
BP2 - Publication of information relating to special circumstances.
Time Horizons Selected [BP-02-02]
The time horizons used are like those indicated in the delegated act and its annexes, i.e. short-term (less than one year), medium-term (between 1 and 5 years), long-term (more than 5 years)
Estimation of value chain information [BP-2_03, BP-2_04, BP-2_05, BP-2_06]
No value chain data was estimated using indirect sources.
ANNUAL REPORT 2024-2025 // 27
Information with a high level of uncertainty
Presence of information with a high level of uncertainty [BP-2_07, BP-2_08, BP-2_09]
This Sustainability Statement includes certain information that cannot be directly measured and therefore requires the use of estimates, which may introduce a margin of uncertainty. This applies to data relating to the Group's value chain, both upstream and downstream, where access to accurate and verifiable data is limited.
The main estimates concern:
Greenhouse gas emissions (requirement E1-6 of the ESRS E1 standard);
Pollutants emitted (ESRS E2 E2 publication requirement).
The methodologies used, as well as the assumptions made, are detailed in the relevant sections of the report. The Group is continuing its efforts to improve the accuracy and reliability of its estimates.
Information not published in 2024:
In the context of this first year of the a pplication of the CSRD, despite the efforts made, TFF Group was not able to collect, consolidate and produce certain information within the given deadlines. This is the result of the complexity of implementing the new regulatory requirements, the limited nature of the scientific data available on certain subjects (e.g. biodiversity), the difficulty of accessing reliable data both internal or external, as well as the organization of TFF Group.
In this context, the policies expected under the CSRD- as formalized in the ESRS - are not yet harmonized or formally structured at the Group level:
ESRS E1-1: Climate Transition Plan
ESRS E1-2: Climate Change Mitigation and Adaptation Policies
ESRS E2-1: Pollution Management Policy
ESRS E3-1: Water Resources Policy
ESRS E4-1: Biodiversity and Ecosystems Transition Plan
ESRS E4-2: Biodiversity preservation policy
ESRS E5-1: Resource Management and Circular Economy Policy
ESRS S1-1: Company personnel management policy
ESRS S3: Management Policy for Affected Communities
ESRS S4: Consumer and End-User Management Policy
ESRS GOV-1: Business Conduct Policy
TFF Group was also unable this year to publish the targets associated with these issues. Their definition is underway, with a view to a first gradual publication from 2026. Some indicators related to these issues are not available for the current exercise due to the impossibility of consolidating them at the Group level or the quality of the data currently available:
Biogenic CO2emissions
Pollutants emitted by the company in water, air and soil.
Incoming resources reused or recycled (wood consumption)
Share of recyclable content in products
Total Hazardous Waste
Living wages
Employees not covered by social protection.
Rate of coverage by a health and safety management system
Compensation metrics
Supplier payment practices
Nevertheless, although these elements have not yet been formally published, there are commitments, guidelines and concrete actions already in place within the environmental, social and governance themes identified as priorities, either at the Group level or at the level of the companies that constitute it.
TFF Group has embarked on a gradual process of formalization and convergence of these policies, targets and action plans, in compliance with its decentralized operation and the operational realities of its entities. This work will be coordinated by the Group's CSR Steering Committee, which was set up in 2024 to oversee this approach.
28 // ANNUAL REPORT 2024-2025