Exhibit 99.1

 

 

 

 

 

BETTERWARE DE MÉXICO, S.A.P.I. DE C.V.

 

Financial Statements

Prepared in Connection with the Maintenance of the Company’s Form F-3

For the Six Months Ended June 30, 2026

 

 

 

 

 

 

 

Betterware de México, S.A.P.I. de C.V.

Condensed Consolidated Interim Statements of Financial Position (Unaudited)

(In thousands of Mexican pesos)

 

    June 30,
2026
    December 31,
2025
 
Assets            
Current Assets            
Cash and cash equivalents     521,072       328,344  
Trade accounts receivable, net (Note 12)     1,485,347       1,181,447  
Accounts receivable from related parties     18       -  
Accounts receivable from property sales (Note 10)     47,823       78,862  
Inventories (Note 10)     2,675,076       1,997,197  
Prepaid expenses (Note 8, 14)     352,345       91,678  
Income tax recoverable (Note 6)     179,153       120,557  
Value added tax receivable     22,181       -  
Derivative financial instruments (Note 12)     4,699       -  
Other assets     137,959       105,770  
Total current assets excluding assets classified as held for sale     5,425,673       3,903,855  
Assets held for sale     40,000       40,000  
Total current assets     5,465,673       3,943,855  
Non-current assets                
Accounts receivable from property sales (Note 10)     0       24,689  
Property, plant and equipment, net (Note 11)     2,081,863       1,716,951  
Right of use assets, net (Note 8)     353,141       336,588  
Deferred income tax (Note 6)     652,158       452,979  
Intangible assets, net (Note 3)     4,530,881       1,503,887  
Goodwill (Note 3)     1,599,718       1,599,718  
Recoverable Taxes     36,727       0  
Other assets     58,822       14,241  
Total non-current assets     9,313,310       5,649,053  
Total assets     14,778,983       9,592,908  
Liabilities and Stockholders’ Equity                
Current Liabilities                
Short-term debt and borrowings (Note 8)     886,742       1,024,467  
Accounts payable to suppliers     2,322,732       1,793,744  
Accrued expenses (Note 13)     591,088       343,290  
Provisions and others (Note 13)     950,345       722,237  
Value added tax payable     0       93,917  
Employee profit sharing payable     121,978       146,528  
Lease liability (Note 8)     153,072       134,730  
Derivative financial instruments (Note 12)     0       26,238  
Total current liabilities     5,025,957       4,285,151  
Statutory employee benefits     332,539       147,991  
Deferred income tax (Note 6)     511,922       495,118  
Lease liability (Note 8)     218,279       221,975  
Long term debt and borrowings (Note 8)     6,416,336       3,083,187  
Total non-current liabilities     7,479,076       3,948,271  
Total liabilities     12,505,033       8,233,422  
Stockholders’ Equity                
Capital stock (Note 9)     928,580       321,312  
Share premium account (Note 9)     -25,264       -25,264  
Retained earnings (Note 9)     1,380,110       1,102,255  
Other comprehensive income (Note 12)     -7,686       -36,990  
Equity attributable to owners of the Group     2,275,740       1,361,313  
Non-controlling interest     -1,790       -1,827  
Total Stockholders’ Equity     2,273,950       1,359,486  
Total Liabilities and Stockholders’ Equity     14,778,983       9,592,908  

 

1

 

Betterware de México, S.A.P.I. de C.V.

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Unaudited)

For the three- and six-month periods ended June 30, 2026 and 2025
(In thousands of Mexican pesos, except per-share data)

 

    3M 2026     3M 2025     6M 2026     6M 2025  
Net revenue (Note 4, 5)     4,161,352       3,562,643       7,671,054       7,061,794  
Cost of sales     1,435,919       1,170,756       2,619,520       2,354,080  
Gross profit     2,725,433       2,391,887       5,051,534       4,707,714  
Administrative expenses     709,679       630,013       1,356,765       1,321,838  
Selling expenses     1,123,873       993,382       2,115,090       2,014,380  
Distribution expenses     210,595       186,274       379,191       355,373  
Total operating expenses     2,044,147       1,809,669       3,851,046       3,691,591  
Operating income     681,286       582,218       1,200,488       1,016,123  
Interest expense (Note 8)     (121,563 )     (144,276 )     (221,269 )     (290,312 )
Interest income     4,475       7,907       16,148       23,978  
Gain (loss) on derivative financial instruments (Note 12)     0       (42,436 )     0       (108,846 )
Foreign exchange gain (loss), net     (1,295 )     29,946       (13,410 )     72,127  
Financing cost, net     (118,383 )     (148,859 )     (218,531 )     (303,053 )
Income before income taxes     562,903       433,359       981,957       713,070  
Income tax expense (Note 6)     (168,298 )     (106,690 )     (305,991 )     (235,673 )
Net income including non-controlling interests     394,605       326,669       675,966       477,397  
Attributable to owners of the Company     394,585       327,306       675,929       478,700  
Attributable to non-controlling interests     20       (637 )     37       (1,303 )
Other comprehensive income (loss), net of tax (Note 12)     7,456       47,318       17,984       49,954  
Total comprehensive income     402,061       373,987       693,950       527,351  
Attributable to owners of the Company     402,041       373,987       693,913       528,617  
Attributable to non-controlling interests     20       (600 )     37       (1,266 )
Basic and diluted earnings per share (MXN) (Note 7)     10.40       8.79       17.98       12.85  

 

Components of other comprehensive income (loss) (Note 12)

 

    3M 2026     3M 2025     6M 2026     6M 2025  
Items that may be reclassified to net income:                        
Foreign currency translation effects     692       16,197       -1,633       16,554  
Effects of derivative financial instruments (forwards)     6,764       31,121       19,617       33,400  
Items that will not be reclassified to net income:                                
Remeasurement of defined benefit obligations, net of tax     -       -       -       -  

 

2

 

Betterware de México, S.A.P.I. de C.V.

Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited)

For the six-month periods ended June 30, 2026 and 2025
(In thousands of Mexican pesos)

 

    Capital stock     Share premium     Retained earnings     OCI     Owners     NCI     Total
equity
 
Balance at January 1, 2026     321,312       (25,264 )     1,102,255       (36,990 )     1,361,313       (1,827 )     1,359,486  
Issuance of shares - Tupperware Acquisition (Notes 3, 9)     607,268       —       —       —       607,268       —       607,268  
Net income for the period     —       —       675,929       —       675,929       37       675,966  
Other comprehensive income (Note 12)     —       —       —       29,304       29,304       —       29,304  
Dividends declared / paid (Note 9)     —       —       (398,074 )     —       (398,074 )     —       (398,074 )
Balance at June 30, 2026     928,580       (25,264 )     1,380,110       (7,686 )     2,275,740       (1,790 )     2,273,950  
Balance at January 1, 2025     321,312       (25,264 )     892,398       (24,076 )     1,164,370       (1,722 )     1,162,648  
Net income for the period     —       —       478,700       —       478,700       (1,303 )     477,397  
Other comprehensive income (Note 12)     —       —       —       (16,846 )     (16,846 )     37       (16,809 )
Dividends declared / paid (Note 9)     —       —       (449,125 )     —       (449,125 )     —       (449,125 )
Balance at June 30, 2025     321,312       (25,264 )     921,973       (40,922 )     1,177,099       (2,988 )     1,174,111  

 

3

 

Betterware de México, S.A.P.I. de C.V.

Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

For the six-month periods ended June 30, 2026 and 2025
(In thousands of Mexican pesos)

 

    6M 26     6M 25  
Cash flows from operating activities:            
Profit for the period     675,966       477,397  
Adjustments for:                
Income tax expense (Note 6)     305,991       235,673  
Depreciation and amortization of non-current assets     189,864       197,954  
Interest income recognized in profit or loss     (16,148 )     (23,978 )
Interest expense recognized in profit or loss     221,269       290,312  
Gain on disposal of equipment     (1,004 )     (6,981 )
Loss in valuation of financial derivative instruments     —       108,846  
Translation currency effect     (1,632 )     16,554  
Movements in working capital, excluding acquisition and other non-cash effects:                
Trade accounts receivable     (12,508 )     12,122  
Trade accounts receivable from related parties     83,830       250  
Inventory, net     (123,855 )     140,933  
Prepaid expenses and other assets     (155,991 )     (101,669 )
Accounts payable to suppliers and accrued expenses     391,231       (360,840 )
Provisions     13,317       16,224  
Value added tax payable     (43,003 )     (10,482 )
Trade accounts payable to related parties     (91,953 )     (1,237 )
Statutory employee profit sharing     (34,861 )     (72,137 )
Income taxes paid     (329,341 )     (404,021 )
Employee benefits     7,157       8,812  
Net cash generated by operating activities     1,078,329       523,732  
Cash flows from investing activities:                
Payment for acquisition of subsidiaries, net of cash acquired (Note 3)     (3,406,664 )     —  
Payments for property, plant and equipment (Note 11)     (57,302 )     (42,908 )
Proceeds from disposal of property, plant and equipment, net     5,604       4,415  
Collections of receivables from property sales (Note 10)     55,728       51,072  
Interest received     16,148       23,978  
Net cash used in (generated by) investing activities     (3,386,486 )     36,557  
Cash flows from financing activities:                
Repayment of borrowings     (5,550,550 )     (2,115,436 )
Proceeds from borrowings     8,844,050       2,450,436  
Interest paid     (205,994 )     (272,121 )
Debt issuance costs (Note 8)     (98,860 )     —  
Lease payments (Note 8)     (89,631 )     (78,817 )
Dividends paid (Note 9)     (398,130 )     (449,125 )
Net cash generated by (used in) financing activities     2,500,885       (465,063 )
Net increase (decrease) in cash and cash equivalents     192,728       95,226  
Cash and cash equivalents at the beginning of the period     328,344       296,558  
Cash and cash equivalents at the end of the period     521,072       391,784  

 

4

 

Note 1 — Corporate Information and Basis of Preparation

 

Betterware de México, S.A.P.I. de C.V. (“BeFra” or the “Company”) is incorporated in Mexico, with its registered office and principal place of business at Cruce Carretera Gdl-Ameca Huaxtla Km 5, El Arenal, Jalisco, Mexico. The Company’s ordinary shares are listed on the New York Stock Exchange under the symbol “BWMX.” Following the Tupperware Acquisition described in Note 3, the Group operates through the Betterware, Jafra and Tupperware businesses in Mexico, Brazil, the United States and other Latin American markets.

 

These condensed consolidated interim financial statements as of June 30, 2026 and for the three- and six-month periods ended June 30, 2026 and 2025 have been prepared in accordance with IAS 34, Interim Financial Reporting. They do not include all of the information and disclosures required in annual financial statements and should be read together with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025 included in the 2025 Form 20-F, prepared in accordance with IFRS Accounting Standards as issued by the IASB.

 

The accounting policies applied in these condensed consolidated interim financial statements are consistent with the material accounting policies described in the 2025 annual financial statements, except for: (i) the application of new and amended IFRS Accounting Standards effective January 1, 2026; (ii) the use of the estimated weighted-average annual effective income tax rate for interim reporting; and (iii) the acquisition accounting described in Note 3.

 

These condensed consolidated interim financial statements are unaudited and have not been reviewed by the Company’s independent auditors. Management does not consider the Group’s operations to be subject to significant seasonal or cyclical fluctuations that would be material to an understanding of these interim financial statements.

 

Note 2 —Recently Effective and Forthcoming IFRS Accounting Standards

 

The Group applied the Amendments to IFRS 9 and IFRS 7 — Classification and Measurement of Financial Instruments; the Amendments to IFRS 9 and IFRS 7 — Contracts Referencing Nature-dependent Electricity; and Annual Improvements to IFRS Accounting Standards — Volume 11 from January 1, 2026. Based on the assessment completed to date, these amendments did not have a material impact on the amounts recognized, measured or presented in these interim financial statements.

 

For financial liabilities settled through electronic payment systems, the Group applies the early-derecognition exception only when it has no practical ability to withdraw, stop or cancel the payment instruction, has no practical ability to access the cash used for settlement, and the settlement risk associated with the system is insignificant. This policy is applied consistently to all settlements made through the same electronic payment system. Where those conditions are not met, the liability is derecognized when it is extinguished.

 

IFRS 18, Presentation and Disclosure in Financial Statements, is effective for annual periods beginning on or after January 1, 2027. The Group has not early adopted IFRS 18 and continues to assess its effects on the structure of the statement of profit or loss, aggregation and disaggregation, management-defined performance measures and related disclosures.

 

5

 

Note 3 — Business Combination: Acquisition of Tupperware’s Latin American Operations

 

On June 2, 2026, the Company acquired 100% of the equity interests in Dart, S.A. de C.V., Dart do Brasil Industria e Comercio Ltda. and Cav Sul Centro de Apoio de Vendas de Produtos Pessoais e Artigos para Lar Ltda., together with a perpetual, royalty-free and exclusive license to use the Tupperware brand throughout Latin America. The acquisition expanded the Group’s direct-selling platform, manufacturing capacity and presence in Latin America.

 

The Tupperware Acquisition is accounted for as a business combination under IFRS 3. That Standard requires consideration and identifiable assets and liabilities to be measured on the applicable acquisition-date basis, with specified exceptions, and acquisition-related costs to be expensed as incurred. The contractual purchase price was US$250 million on a debt-free, excess-cash-free basis, comprising US$215 million in cash and US$35 million satisfied through the issuance of 2,241,133 ordinary shares. The valuation and allocation work described below had not been completed at the date of this document.

 

Contractual consideration and amounts provisionally recorded

 

Component   Contractual amount     Amount used provisionally (MXN thousands)  
Cash consideration   US$ 215,000,000       3,730,358  
Share consideration - 2,241,133 ordinary shares   US$ 35,000,000       607,268  
Total consideration before resolution of closing adjustments   US$ 250,000,000       4,337,625  

 

The contract cash consideration of US$215.0 million is subject to closing adjustments. The estimated closing statement indicated approximately US$213.1 million payable at closing, including an estimated adjustment of US$1,920,844 (MXN 33,328 thousand). The final amount and classification of the unsettled adjustment remain under review. The contractual review period ends on October 14, 2026, and can be extended if the parties have further objections. This contractual period is separate from the IFRS 3 measurement period.

 

The contractual stock component of US$35 million was settled with 2,241,133 ordinary shares. The contractual reference of US$15.6171 per share was used to determine the number of shares. The fair value provisionally recorded in equity for the transaction is MXN 607,268 thousand which remains preliminary as part of the acquisition accounting analysis. The shares issued are non-cash consideration and are excluded from the statement of cash flows.

 

Provisional acquisition accounting

 

As of the date of this document, the initial accounting for the Tupperware Acquisition has not been completed. In particular, the Company has not completed the valuation procedures necessary to finalize the acquisition-date fair values of certain identifiable assets acquired and liabilities assumed.

 

Accordingly, the amounts currently recognized represent management’s provisional estimates based on the best information available as of the date of this document. In developing those provisional estimates, management considered, among other information, the historical carrying amounts of the Acquired Entities and the contractual acquisition costs attributable to certain assets acquired as part of the transaction. Such as the value related to intangible assets primarily comprised by perpetual Tupperware trademark license. The acquisition-date valuation analyses remain in process.

 

The amounts recognized are therefore provisional and may be adjusted as the Company completes the identification and measurement of the acquisition-date fair values of the identifiable assets acquired and liabilities assumed.

 

6

 

Measurement-period adjustments will reflect new information about facts and circumstances that existed as of the acquisition date and that, if known at that date, would have affected the amounts recognized as part of the business combination.

 

Provisional acquisition-accounting component   MXN thousands  
Cash and cash equivalents     284,755  
Trade accounts receivable, net     305,346  
Inventories     579,121  
Prepaid expenses     122,205  
Income tax recoverable     86,826  
Other current assets     28,643  
Property, plant and equipment, net     626,311  
Right of use assets, net     63,362  
Deferred income tax     203,533  
Intangible assets, net     2,865,146  
Other non- current assets     45,720  
Trade and other payables     (637,718 )
Labor obligations     (10,311 )
Statutory employee benefits     (181,011 )
Long term lease liability     (44,301 )
Provisional net assets included in acquisition accounting     4,337,625  

 

The amounts presented above represent management’s provisional estimates based on the information available as of the date of this document. The acquisition-date valuation analyses have not yet been completed and, accordingly, the amounts remain subject to measurement-period adjustments.

 

The initial accounting remains incomplete for the equity consideration, closing adjustments, identification and measurement of acquired assets and assumed liabilities and related deferred taxes. Adjustments for new information about facts and circumstances existing at June 2, 2026 are accounted for retrospectively during the measurement period. That period ends when the required information is obtained or is determined unobtainable, and cannot extend beyond June 2, 2027. Subsequent events and errors are assessed separately under the applicable requirements.

 

The following table distinguishes the acquired operations’ actual contribution from June 2 through June 30, 2026 from the information required by IFRS 3 as if the acquisition had occurred on January 1, 2026.

 

Revenue and profit / (loss) (MXN thousands)   Acquired operations: June 2-30,
2026
    Combined Group: six months as if acquired January 1,
2026
 
Revenue     450,974       9,661,413  
Profit / (loss) for the period     105,862       1,012,124  

 

7

 

Net cash outflow arising on the acquisition

 

Cash payments attributable to obtaining control are presented within investing activities, net of cash and cash equivalents acquired. The allocation of a contractual payment to an individual asset does not, by itself, determine a separate cash-flow classification. The estimated closing adjustment described above, actual disbursements and the escrow items below are reconciled separately from the provisional accounting values.

 

Net cash outflow arising on the acquisition   MXN thousands  
Cash consideration actually paid, including acquisition-related escrow     3,691,419  
Less: cash and cash equivalents acquired     (284,755 )
Net acquisition cash outflow presented in the statement of cash flows     3,406,664  

 

The acquisition cash-flow line of MXN 3,406,664 thousand is the amount presented in the accompanying statement of cash flows. It includes the payments currently classified as part of the business combination. The cash paid and the contractual allocation among entities and assets are distinct from the acquisition-date measurement described above.

 

The MXN 284,755 thousand deduction represents cash and cash equivalents held by the acquired Tupperware entities immediately prior to the acquisition and therefore reduces the net cash outflow arising from the business combination.

 

MXN 13,344 thousand of escrow was funded and included in the current acquisition-related cash-flow reconstruction. A further MXN 5,568 thousand is excluded in that reconstruction. The classification of these amounts depends on the funding, control, release and refund provisions and their relationship to the final purchase-price adjustments, rather than solely on whether funds have been released to a seller.

 

Escrow-related fees of MXN 43 thousand are identified as acquisition-related operating expenses. Acquisition-related costs are excluded from consideration and their cash payments are classified separately from acquisition investing cash flows; financing costs are assessed separately.

 

Acquisition-related costs

 

The acquisition-related costs currently identified by management total MXN 64,343 thousand. Of that total, MXN 56,848 thousand is reflected in historical administrative expenses and MXN 7,495 thousand is included in the transaction accounting adjustments. The timing of recognition follows when the services are received; inclusion in a pro forma column does not replace recognition in the historical period if the services were received in that period.

 

These acquisition-related transaction costs exclude costs incurred in connection with the syndicated credit facility obtained to finance the cash portion of the acquisition.

 

8

 

Note 4 — Segment Information

 

Following the Tupperware Acquisition, management identifies Betterware, Jafra and Tupperware as reportable operating segments. Segment performance is evaluated using EBITDA, defined as net income before depreciation and amortization, net financing costs and income taxes. Tupperware results are included from June 2, 2026.

 

Segment information   3M 2026     3M 2025     6M 2026     6M 2025  
Betterware - revenue     1,511,485       1,458,593       2,951,443       2,861,658  
Jafra - revenue     2,198,892       2,104,050       4,268,636       4,200,136  
Tupperware - revenue     450,974       —       450,974       —  
Consolidated revenue     4,161,352       3,562,643       7,671,054       7,061,794  
Betterware - EBITDA     295,023       290,745       590,301       552,238  
Jafra - EBITDA     361,931       388,067       676,566       661,839  
Tupperware - EBITDA     123,485       —       123,485       —  
Segment EBITDA     780,439       678,812       1,390,352       1,214,077  
Depreciation and amortization     (99,153 )     (96,594 )     (189,864 )     (197,954 )
Financing cost, net     (118,383 )     (148,859 )     (218,531 )     (303,053 )
Income before income taxes     562,903       433,359       981,957       713,070  

 

The table reconciles the EBITDA measure used in segment reporting to consolidated income before income taxes. Tupperware is included only from the acquisition date and therefore has no corresponding consolidated segment results in 2025. Comparability of the pre-existing segments depends on whether their aggregation and measurement basis changed; the additional business does not, by itself, establish that those bases were unchanged.

 

Following the acquisition, Tupperware is managed and evaluated as a separate business unit within the Group. Discrete financial information for Tupperware is prepared as part of the Group’s regular Management Business Review, which includes financial and operating information for Betterware, Jafra and Tupperware on an individual segment basis.

 

The Management Business Review is regularly reviewed to assess business-unit performance and allocate resources. The identification of the chief operating decision maker (CODM) is based on the function performing those activities, rather than solely on a management title. Tupperware is evaluated using discrete business-unit financial information, not solely as a brand.

 

9

 

Note 5 — Revenue from Contracts with Customers

 

Revenue is disaggregated by product category to complement the geographic information below. The product categories follow the annual presentation for the pre-existing businesses; categories material to the acquired Tupperware business are assessed separately. Both dimensions should be read with the segment information in Note 4.

 

    3M 2026     3M 2025     6M 2026     6M 2025  
Revenue from Household Products (Betterware):                        
Kitchen and Food Storage     545,367       504,691       1,127,600       1,044,709  
Home Solutions     229,132       330,334       410,035       540,500  
Bedroom     123,940       129,521       258,453       248,442  
Laundry and Cleaning     154,509       149,885       330,358       309,656  
Technology and Mobility     223,964       141,999       391,136       272,835  
Bathroom     88,564       97,432       165,102       237,385  
Wellness     123,129       87,317       224,951       175,873  
Other     22,880       17,414       43,808       32,258  
Subtotal     1,511,485       1,458,593       2,951,443       2,861,658  
Revenue from Beauty and Personal Care Products (Jafra):                                
Fragrances     1,475,942       1,357,171       2,855,003       2,732,366  
Color     216,866       242,302       460,338       495,284  
Skin Care     269,311       306,011       486,476       536,955  
Toiletries     236,774       198,566       466,820       435,532  
Other     0               0       0  
Subtotal     2,198,893       2,104,050       4,268,637       4,200,136  
Revenue from kitchen and home products (Tupperware):                                
Food Containers     186,171       -       186,171       -  
Hydration     68,017       -       68,017       -  
Preparation     82,526       -       82,526       -  
Tableware     92,085       -       92,085       -  
Baby & Kids     15,161       -       15,161       -  
Organization     7,016       -       7,016       -  
                                 
Subtotal     450,974       0       450,974       0  
Total Net Revenue     4,161,352       3,562,643       7,671,054       7,061,794  

 

Substantially all of the Group’s revenue relates to the sale of consumer products and is recognized at a point in time when control of the goods transfers to the customer.

 

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Note 6 — Income taxes

 

Interim income tax expense is recognized using management’s best estimate of the weighted-average annual effective income tax rate expected for the full financial year, applied separately where material tax jurisdictions have different expected effective tax rates.

 

Income tax recognized in profit or loss for the six-month periods comprised:

 

Income tax information   3M 2026     3M 2025     6M 2026     6M 2025  
Income before income taxes     562,903       433,359       981,957       713,070  
Income tax expense     168,298       106,690       305,991       235,673  
Effective tax rate observed for the period     29.90 %     24.62 %     31.20 %     33.10 %
Mexican statutory income tax rate     30.00 %     30.00 %     30.00 %     30.00 %

 

The income-tax analysis considers the applicable rates and expected taxable results of material jurisdictions separately, as well as discrete items attributable to the interim period. Management is continuing to reconcile the acquired historical tax balances, the acquired assets, and any additional deferred-tax effects of the acquisition accounting.

 

Deferred income tax balances   June 30,
2026
    December 31,
2025
 
Deferred tax assets     652,158       452,979  
Deferred tax liabilities     511,922       495,118  

 

Note 7 — Earnings per Share

 

Basic earnings per share is calculated by dividing net income attributable to owners of the Company by the weighted-average number of ordinary shares outstanding during the period. The 2,241,133 acquisition shares are included from June 2, 2026, when the acquired results began to be consolidated. Diluted earnings per share equals basic earnings per share because no dilutive potential ordinary shares have been identified.

 

    2Q26     6M 2026     2Q25     6M 2025  
                         
Net income (in thousands of pesos):                        
Attributable to owners of the Company     394,585       675,929       327,306       478,700  
Shares (in thousands of shares)                                
Weighted average number of shares outstanding:                                
Basic     37,958       37,603       37,244       37,244  
Diluted     37,958       37,603       37,244       37,244  
                                 
Basic and diluted earnings per share:                                
                                 
Basic earnings per share (MXN)     10.40       17.98       8.79       12.85  
Diluted earnings per share (MXN)     10.40       17.98       8.79       12.85  

 

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The following table summarizes the changes in the Company’s outstanding ordinary shares during the six months ended June 30, 2026, including the cancellation of treasury shares and the issuance of new shares in connection with the Tupperware Acquisition. These changes were considered in determining the weighted-average number of shares used in the calculation of basic and diluted earnings per share.

 

    Shares  
Shares as of December 31, 2025     37,316,546  
(-) Treasury shares (cancelled on March 17)     72,626  
Total shares as of March 17     37,243,920  
(+) Issuance of new shares (issued on March 17 and delivered to Tupperware)     2,241,133  
Shares as of June 2, 2026     39,485,053  

 

Note 8 — Borrowings

 

On April 7, 2026, the Company entered into a MXN 3,805.5 million syndicated credit agreement to fund the cash portion of the Tupperware Acquisition. The facility matures on April 7, 2031, provides a 24-month principal grace period and bears interest at TIIEF plus an applicable margin determined by the contractual leverage ratio.

 

At June 30, 2026, debt and borrowings were MXN 7,303,078 thousand, comprising MXN 886,742 thousand classified as current and MXN 6,416,336 thousand classified as non-current. The syndicated facility requires a leverage ratio not greater than 3.00x, a debt service coverage ratio of at least 1.25x and a Consolidated EBITDA and Consolidated Total Assets of the Joint Obligors and the Borrower, on an aggregate basis, must represent at least 90% (ninety percent) of the Consolidated EBITDA and Consolidated Total Assets. Management reports that the Group was in compliance with the applicable covenants at June 30, 2026.

 

● Leverage ratio: The maximum permitted leverage ratio is 3.00x. As of June 30, 2026, the Group’s leverage ratio was 1.74x; therefore, the Group was in compliance with this financial covenant.

 

The difference between the reported leverage ratio and its maximum was 1.26 times; the difference between the reported debt-service coverage ratio and its minimum was 2.05 times. These arithmetic margins relate to the reported covenant calculations at the reporting date and are not a forecast of future compliance.

 

● Debt service coverage ratio: The minimum required debt service coverage ratio is 1.25x. As of June 30, 2026, the Group’s debt service coverage ratio was 3.30x; therefore, the Group was in compliance with this financial covenant.

 

● Consolidated EBITDA and Consolidated Total Assets: The Consolidated EBITDA and Consolidated Total Assets of the Joint Obligors and the Borrower, on an aggregate basis, are required to represent at least 90% of the Group’s Consolidated EBITDA and Consolidated Total Assets, respectively. As of June 30, 2026, they represented 125% of Consolidated EBITDA and 95% of Consolidated Total Assets; therefore, the Group was in compliance with this financial covenant.

 

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As of June 30, 2026, the syndicated credit facility had an outstanding principal balance of MXN 3,805.5 million. The facility provides for a 24-month grace period for principal repayments, with the first principal installment due on June 30, 2028. The contractual maturities of the outstanding principal are summarized below:

 

Contractual maturity   MXN ’000  
Less than 1 year     0  
1–2 years     31,713  
2–5 years     3,773,787  
More than 5 years     -  
Total     3,805,500  

 

Directly attributable financing costs are deducted from the related borrowing and recognized in finance costs using the effective interest method. Their presentation and the related cash payments are separate from acquisition-related costs. See Note 14.

 

Note 9 — Share Capital, Dividends and Subsequent Events

 

Immediately before the Tupperware Acquisition, the Company had 37,243,920 ordinary shares outstanding. On June 2, 2026, the Company delivered 2,241,133 ordinary shares as part of the acquisition consideration, increasing outstanding shares to 39,485,053. The capital-stock account increased from MXN 321,312 thousand to MXN 928,580 thousand during the period.

 

Dividends declared during the six months ended June 30, 2026 totaled MXN 400,000 thousand, comprising two separate declarations of MXN 200,000 thousand each, equivalent to approximately MXN 5.37 per share per declaration. Dividends attributable to the 72,626 treasury shares held at the date of the first declaration, which were subsequently cancelled on March 17, 2026, amounted to MXN 389 thousand. Dividends paid of MXN 398,130 thousand presented in the statement of cash flows include foreign exchange differences arising on payment.

 

On July 20, 2026, shareholders approved a dividend of MXN 250,000 thousand, approximately MXN 6.33 per share payable after the reporting date. The dividend was not recognized as a liability at June 30, 2026. At the same meeting, changes to the composition of the Board of Directors were approved, effective July 20, 2026.

 

Note 10 — Significant Events and Transactions

 

The matters described in Notes 3 through 14 constitute the principal significant events and transactions during the six months ended June 30, 2026. In addition, inventories increased by MXN 677,879 thousand, from MXN 1,997,197 thousand at December 31, 2025 to MXN 2,675,076 thousand at June 30, 2026, primarily due to the acquired Tupperware operations and working-capital requirements in the pre-existing businesses.

 

Accounts receivable from property sales decreased from an aggregate current and non-current balance of MXN 103,551 thousand at December 31, 2025 to MXN 47,823 thousand at June 30, 2026. Collections of MXN 55,728 thousand are presented within investing activities (six months ended June 30, 2025: MXN 51,072 thousand), consistently with the nature of the property-sale proceeds in the annual cash-flow statement.

 

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Note 11 — Property, Plant and Equipment and Capital Commitments

 

Property, plant and equipment, net, increased from MXN 1,716,951 thousand at December 31, 2025 to MXN 2,081,863 thousand at June 30, 2026. The provisional acquisition table in Note 3 includes MXN 626,311 thousand of acquired property, plant and equipment. Such business-combination additions are distinguished from ordinary additions. Cash payments currently classified as ordinary property, plant and equipment purchases are MXN 56,983 thousand, and proceeds from equipment disposals are MXN 5,604 thousand. Collections from prior property sales of MXN 55,728 thousand are described in Note 10.

 

The production molds are MXN 173,505 thousand and are depreciated on a straight-line basis over an estimated remaining useful life of 11 years.

 

The basis of measurement, remaining useful life and relationship to the business combination are included in the ongoing acquisition analysis described in Note 3.

 

Management has not identified material capital commitments requiring separate disclosure as of June 30, 2026.

 

Note 12 — Financial Instruments and Fair Value

 

Derivative financial instruments were presented as a current asset of MXN 4,699 thousand at June 30, 2026, compared with a current derivative liability of MXN 26,238 thousand at December 31, 2025. The outstanding contracts are USD/MXN forwards designated as cash-flow hedges of highly probable forecast inventory purchases and are classified within Level 2 of the fair-value hierarchy.

 

Financial instruments measured at amortized cost include trade receivables, accounts payable, lease liabilities and debt and borrowings. No financial-asset reclassifications were identified during the period.

 

Note 13 — Provisions, Contingencies and Litigation

 

Provisions increased from MXN 722,237 thousand at December 31, 2025 to MXN 950,345 thousand at June 30, 2026, primarily due to balances incorporated from the acquired operations and movements in incentive, employee-compensation and service-related provisions.

 

The Group is involved in legal proceedings in the ordinary course of business. Based on management’s current assessment, no proceedings have been identified that are expected to have a material adverse effect on the Group’s consolidated financial position, results of operations or cash flows.

 

Note 14 — Changes in Estimates, Measurement Uncertainty and Unusual Items

 

The acquisition accounting described in Note 3 is being completed by the Company. The current amounts are provisional historical carrying amounts or contractual acquisition costs, rather than a completed allocation to acquisition-date fair values. The remaining work covers identification and measurement of consideration, assets and liabilities, related taxes and the acquisition residual. Measurement-period adjustments and any identified errors are assessed under their respective accounting requirements. This description does not assert that no other material changes in estimates or unusual items occurred.

 

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